UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
NOTICE OF EXEMPT SOLICITATION
Submitted Pursuant to Rule
14a-6(g)
NAME OF REGISTRANT: Comerica Incorporated
NAME OF PERSONS RELYING ON EXEMPTION: HoldCo
Asset Management, LP, HoldCo Opportunities Fund V, L.P., VM GP X LLC, VM GP II LLC, Michael Zaitzeff, and Vikaran Ghei (collectively,
“HoldCo”)
ADDRESS OF PERSON RELYING ON EXEMPTION: 515
East Las Olas Blvd., Suite 1010, Fort Lauderdale, Florida 33301
WRITTEN MATERIALS: The following
written materials are attached:
Press Release, dated November 17,
2025
Presentation, dated November 17,
2025, attached hereto as Exhibit 1
* * *
Written materials
are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. This is not a solicitation of authority
to vote any proxy. HoldCo is not asking for your proxy card and will not accept proxy cards if sent.
The cost of this filing is being borne entirely by HoldCo.
PLEASE NOTE: HoldCo
is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card.
(Written
material follows on next page)
HOLDCO ASSET MANAGEMENT RELEASES PRESENTATION
TO THE INDEPENDENT DIRECTORS OF COMERICA INC.
FORT LAUDERDALE, Fla., Today, HoldCo Asset
Management, LP (“HoldCo”), a Florida-based investment firm managing approximately $2.6 billion in regulatory assets under
management, released a presentation to the Independent Directors of Comerica Inc. entitled “Look What You’ve Done.”
The presentation may be found at the following
link:
https://holdcoam.co/CMA_Nov17
In the presentation, HoldCo disclosed that
it owns common stock of Comerica Inc. (NYSE: CMA) and consequently has an economic interest in the price of these securities.
About HoldCo Asset Management, LP
HoldCo Asset Management, LP is an investment
adviser located in Fort Lauderdale, Florida. HoldCo was founded by Vik Ghei and Misha Zaitzeff. HoldCo currently has approximately $2.6
billion of regulatory assets under management.
Disclaimer
As of the publication date of this report,
a fund managed by HoldCo has a long position in Comerica Inc. through ownership of its common stock. HoldCo may change its views about
its investment positions in Comerica Inc. at any time, for any reason or no reason, and at any time may change the form or substance of
any of its related or unrelated investment positions. If it does so, it will not be under obligation to inform anyone and does not intend
to do so unless required by law.
All content in this press release and referenced
presentations represent the opinions of HoldCo and are for discussion and general information purposes only. HoldCo has obtained all information
herein from publicly available sources, and such information is presented “as is,” without warranty of any kind whether express
or implied. All data and other information are not warranted as to completeness or accuracy and reflect HoldCo’s views as of this
date, all of which are accordingly subject to change without notice.
This document is not intended to be, nor should
it be construed as, a marketing or solicitation vehicle for HoldCo or any fund managed by HoldCo, and it is not investment advice, an
investment recommendation, or an offer to buy or sell or the solicitation of an offer to buy or sell any securities, including without
limitation any interests in a fund managed by and/or associated with HoldCo. Any offer or solicitation may only be made pursuant to a
private placement memorandum, agreement of limited partnership, or similar or related documents, which will only be provided to qualified
offerees and should be reviewed carefully and in their entirety by any such offerees prior to making or considering a decision to invest
in any HoldCo managed fund.
The information contained in this document
may include, or incorporate by reference, forward-looking statements, which would include any statements that are not statements of historical
fact. These forward-looking statements may turn out to be wrong and can be affected by inaccurate assumptions or by known or unknown risks,
uncertainties and other factors. There can be no assurance that forward-looking statements will materialize or that actual results will
not be materially different than those presented.
This is not a solicitation of authority
to vote your proxy. Do not send us your proxy card. HoldCo is not asking for your proxy card and will not accept proxy cards if sent.
HoldCo is not able to vote your proxy, nor does this communication contemplate such an event.
