CMA Form 4: Exec sold 4,000 shares at $67.285 and donated 1,500 shares

Rhea-AI Filing Summary

J. McGregor Carr, Executive Vice President of Comerica Incorporated (CMA), reported two transactions on Form 4 affecting his common stock holdings. On 08/08/2025 he sold 4,000 shares at $67.285 per share; on 08/11/2025 he made a gift of 1,500 shares to a charitable donor-advised fund. These transactions reduced his beneficial ownership from 33,471 shares to 31,971 shares.

The filing notes that the reported holdings include shares from employee stock plans, reinvested dividends and restricted stock units. The sale generated cash proceeds while the subsequent gift transferred shares without a sale price.

Insights

Securities Analyst

TL;DR: Insider sale of 4,000 shares followed by a 1,500-share charitable gift; net ownership change is modest and not material to valuation.

The reported sale on 08/08/2025 at $67.285 and the 08/11/2025 gift lowered total beneficial ownership to 31,971 shares. For a large-cap bank like Comerica, these volumes represent a small percentage of outstanding shares and are unlikely to affect market supply or signal material insider-driven liquidity pressure. The disclosure explicitly attributes remaining shares to employee plans, dividend reinvestment and RSUs, indicating routine portfolio composition rather than extraordinary transfers.

Corporate Governance Expert

TL;DR: Transactions are routine: a cash sale and a charitable gift executed through standard channels, documented via POA signature.

The Form 4 shows a standard officer disclosure with a Power of Attorney filing indicated by the signature block. The gift to a donor-advised fund is explicitly noted, which is a common charitable practice for executives and typically processed to avoid tax-lot sales. There is no indication of exercise of derivative securities or other unusual compensation-driven activity in this filing.

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^*

CARR JAMES MCGREGOR

(Last) (First) (Middle)

1717 MAIN STREET

MC 6507

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice Pres.

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/08/2025		S		4,000	D	$67.285	33,471(1)	D
Common Stock	08/11/2025		G(2)		1,500	D	$0	31,971(3)	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. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of August 08, 2025.

2. Reflects the gift of common stock to a charitable donor advised fund.

3. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of August 11, 2025.

Remarks:

Ex 24 - Power of Attorney

	/s/ Nicole V. Gersch, on behalf of J. McGregor Carr through Power of Attorney	08/12/2025
	** 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

What transactions did J. McGregor Carr report on the Form 4 for Comerica (CMA)?

The Form 4 reports a sale of 4,000 common shares on 08/08/2025 at $67.285 per share and a gift of 1,500 common shares to a donor-advised fund on 08/11/2025.

How many Comerica shares does Carr own after these transactions?

Following the reported transactions, Carr's beneficial ownership is 31,971 shares, down from 33,471 before the gift.

What is the reporting person's role at Comerica in this filing?

The filing identifies the reporting person as an Officer with the title Executive Vice Pres.

What does the filing say about the source of the reported shares?

The explanations state the holdings include shares acquired through employee stock plans, reinvested dividends, and restricted stock units (RSUs).

Was the gift executed to a charitable vehicle?

Yes. The filing explains the 1,500-share transfer reflects a gift of common stock to a charitable donor-advised fund.

Who signed the Form 4 filing?

The Form 4 was signed by Nicole V. Gersch on behalf of J. McGregor Carr under a Power of Attorney.