[Form 4] Comerica Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Item 1.02 – Termination of Material Agreement

On 28-Jul-2025 Educational Development Corporation (NASDAQ: EDUC) received written notice from TG OTC, LLC terminating the purchase agreement executed 14-May-2025. The Form 8-K does not disclose consideration, break-up fees or penalties, nor does it outline the original deal’s strategic purpose or any replacement plans. The Company states the brief description is qualified in its entirety by the underlying contract.

Exhibits

• Exhibit 99.1 – Press release dated 31-Jul-2025
• Exhibit 104 – Inline XBRL cover page

No financial statements, earnings guidance or additional material events were included.

Positive

• None.

Negative

• Termination of a previously disclosed purchase agreement removes potential strategic and financial benefits, with no details on compensation or contingency plans.

Insights

Securities Analyst

TL;DR: Termination eliminates potential deal upside; without disclosed fees or alternatives, event is mildly negative until financial impact clarified.

The cancelled agreement removes an unidentified transaction that management previously deemed material enough to disclose. Because the filing omits purchase price, expected synergies or penalties, investors cannot assess earnings impact or balance-sheet consequences. However, loss of a material contract often hints at foregone revenue or strategic opportunity. Until management provides additional colour—likely via the accompanying press release—market reaction should skew cautious. Overall impact: modestly negative, but magnitude remains uncertain.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Barbara

(Last) (First) (Middle)

1717 MAIN STREET

MC 6404

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMERICA INC /NEW/ [ CMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/29/2025		A		1,875(1)	A	$0	20,986(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock units granted under Issuer's Long-Term Incentive Plan. Each restricted stock unit represents an unfunded, unsecured right to receive one share of Comerica common stock. The restricted stock units are vested 100% on the date of grant, and generally settle one year from the date the director leaves the Board.

2. Includes stock units held pursuant to a deferred compensation plan and restricted stock units as of July 29, 2025.

Remarks:

Ex. 24 - Power of Attorney

	/s/ Nicole V. Gersch, on behalf of Barbara R. Smith through Power of Attorney	07/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did Educational Development (EDUC) file an 8-K on July 31 2025?

To disclose that TG OTC, LLC terminated the purchase agreement originally signed on May 14 2025.

Which agreement was terminated in the EDUC 8-K?

The purchase agreement between Educational Development Corporation and TG OTC, LLC dated May 14 2025.

Were any break-up fees or penalties disclosed?

No; the filing does not mention financial penalties, fees or other compensation related to the termination.

Does the 8-K include updated financial guidance or statements?

No. The company did not provide financial statements, earnings updates or guidance in this report.

What exhibits accompany the July 31 2025 8-K?

Exhibit 99.1 (press release dated July 31 2025) and Exhibit 104 (Inline XBRL cover page file).