CMA / Comerica Incorporated - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

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US ˙ NYSE ˙ US2003401070

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LEI I9Q57JVPWHHZ3ZGBW498
CIK 28412
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Comerica Incorporated
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
August 12, 2025 EX-1.1

Comerica Incorporated 16,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B Underwriting Agreement

EX-1.1 Exhibit 1.1 Comerica Incorporated 16,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B Underwriting Agreement August 4, 2025 BofA Securities, Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC As representatives of the several Underwriters named in Schedule 1

August 12, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 COMERICA INCORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 (State or other Jurisdiction of Incorporation) (Commission File

August 12, 2025 CERT

NYSE CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com August 12, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the Depositary Shares, each representing a 1/40t

August 12, 2025 EX-4.2

DEPOSIT AGREEMENT COMERICA INCORPORATED, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of August 11, 2025

EX-4.2 Exhibit 4.2 DEPOSIT AGREEMENT among COMERICA INCORPORATED, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of August 11, 2025 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES B PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER,

August 8, 2025 EX-4.1

DEPOSIT AGREEMENT COMERICA INCORPORATED, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of August 11, 2025

EX-4.1 Exhibit 4.1 DEPOSIT AGREEMENT among COMERICA INCORPORATED, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of August 11, 2025 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES B PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER,

August 8, 2025 EX-3.3

CERTIFICATE OF DESIGNATIONS 6.875% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B COMERICA INCORPORATED Pursuant to Section 151 of the General Corporation Law of the State of Delaware

EX-3.3 Exhibit 3.3 CERTIFICATE OF DESIGNATIONS OF 6.875% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B OF COMERICA INCORPORATED Pursuant to Section 151 of the General Corporation Law of the State of Delaware COMERICA INCORPORATED, a Delaware corporation (the “Corporation”), HEREBY CERTIFIES that the following resolutions were duly adopted by a duly authorized committee (the “

August 8, 2025 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 COMERICA INCORPORATED (Exact name of registrant

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 38-1998421 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio

August 5, 2025 424B5

Comerica Incorporated 16,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277000 PROSPECTUS SUPPLEMENT (To Prospectus dated February 9, 2024) Comerica Incorporated 16,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B We are offering 16,000,000 depositary shares, each representing a 1/40th owne

August 5, 2025 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-3 COMERICA INC /NEW/ Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Depositary Shares Each Representing a 1/40th Interest in a Share of 6.

August 4, 2025 424B5

SUBJECT TO COMPLETION, DATED AUGUST 4, 2025

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277000 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO CO

August 4, 2025 FWP

Comerica Incorporated Pricing Term Sheet 16,000,000 Depositary Shares, each representing a 1/40th interest in a share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (liquidation preference $1,000 per share (equivalent t

FWP Filed pursuant to Rule 433 Registration File No. 333-277000 Supplementing the Preliminary Prospectus Supplement dated August 4, 2025 (To Prospectus dated February 9, 2024) Comerica Incorporated Pricing Term Sheet 16,000,000 Depositary Shares, each representing a 1/40th interest in a share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (liquidation preference $1,0

July 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1

July 18, 2025 EX-99.1

SECOND QUARTER 2025 NET INCOME OF $199 MILLION, $1.42 PER SHARE Broad-based Loan Growth and Continued Strong Capitalization Favorable Expense and Fee Income Trends Drove Higher Profitability

SECOND QUARTER 2025 NET INCOME OF $199 MILLION, $1.42 PER SHARE Broad-based Loan Growth and Continued Strong Capitalization Favorable Expense and Fee Income Trends Drove Higher Profitability “Today we reported second quarter net income of $199 million, representing a 16% increase over the prior quarter,” said Curtis C. Farmer, Comerica Chairman and Chief Executive Officer. “Improved customer senti

July 18, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

July 18, 2025 EX-99.2

Comerica Incorporated Second Quarter 2025 Financial Review July 18, 2025 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-look

Comerica Incorporated Second Quarter 2025 Financial Review July 18, 2025 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the U.

June 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 COMERICA INCORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

June 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 COMERICA INCORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

June 10, 2025 EX-99.1

Comerica Incorporated Morgan Stanley US Financials Conference June 11, 2025 Peter Sefzik Chief Banking Officer Allysun Fleming EVP, Payments Kelly Gage Director of Investor Relations Jim Herzog Chief Financial Officer This presentation contains forwa

comericainc-msconference Comerica Incorporated Morgan Stanley US Financials Conference June 11, 2025 Peter Sefzik Chief Banking Officer Allysun Fleming EVP, Payments Kelly Gage Director of Investor Relations Jim Herzog Chief Financial Officer This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the U.

June 10, 2025 EX-99.1

Comerica Announces Full Redemption of its Series A Preferred Stock and Related Depositary Shares

Exhibit 99.1 Comerica Announces Full Redemption of its Series A Preferred Stock and Related Depositary Shares DALLAS, June 10, 2025 – Comerica Incorporated (NYSE: CMA) announced today that it will redeem all 4,000 outstanding shares of its 5.625% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the “Preferred Stock”), and the corresponding depositary shares, each representing a

May 29, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION

May 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 COMERICA INCORPORATED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commission

April 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-

April 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 COMERICA INCORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 21, 2025 EX-99.2

Comerica Incorporated First Quarter 2025 Financial Review April 21, 2025 This presentation, & other Comerica written & oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the P

Comerica Incorporated First Quarter 2025 Financial Review April 21, 2025 This presentation, & other Comerica written & oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

April 21, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 21, 2025 EX-99.1

FIRST QUARTER 2025 NET INCOME OF $172 MILLION, $1.25 PER SHARE Favorable Deposit Trends and Expense Discipline Contributed to Profitability Growth Conservative Capital Management, Proven Approach to Credit and Strong Liquidity Position

FIRST QUARTER 2025 NET INCOME OF $172 MILLION, $1.25 PER SHARE Favorable Deposit Trends and Expense Discipline Contributed to Profitability Growth Conservative Capital Management, Proven Approach to Credit and Strong Liquidity Position “Today we reported first quarter earnings per share of $1.25,” said Curtis C. Farmer, Comerica Chairman and Chief Executive Officer. “Stronger than expected noninte

March 27, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

March 17, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

March 17, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

March 4, 2025 EX-99.1

Comerica Incorporated RBC Capital Markets Financial Institutions Conference March 5, 2025 Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations This presentation, & other Comerica written & or

Comerica Incorporated RBC Capital Markets Financial Institutions Conference March 5, 2025 Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations This presentation, & other Comerica written & oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

March 4, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

February 24, 2025 EX-21

Subsidiaries of Registrant.

Exhibit 21 Subsidiaries of Registrant as of December 31, 2024 Name State or Jurisdiction of Incorporation or Organization B&G Tax Equity Partnership, LLC Delaware Briel Farm Solar, LLC Virginia Cass & Co.

February 24, 2025 EX-10.20D

Form of Standard Comerica Incorporated Restricted Stock Unit Award Agreement (non-cliff vesting without retirement provisions) under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as further amended and restated (2025 version)

Exhibit 10.20D COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) is effective as of XXXXXX (the “Effective Date”), and vesting will commence as of the last day of the month and year of the Effective Date (the “Commencement Date”). Any undefined terms appearing herein as defined

February 24, 2025 EX-10.16A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version).

Exhibit 10.16A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - 2015 version) (As of December 31, 2024) Peter L. Sefzik

February 24, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-10706 Comerica Incorporated (Exact

February 24, 2025 EX-10.20B

Form of Standard Comerica Incorporated Restricted Stock Unit Award Agreement (cliff vesting) under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as further amended and restated (2025 version)

Exhibit 10.20B COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) is effective as of XXXXXX (the “Effective Date”), and vesting will commence as of the last day of the month and year of the Effective Date (the “Commencement Date”). Any undefined terms appearing herein as defined

February 24, 2025 EX-10.15A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current).

Exhibit 10.15A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - current) (As of December 31, 2024) Megan D. Crespi Brian S. Goldman James J. Herzog

February 24, 2025 EX-97.1

Comerica Incorporated Compensation Recovery Policy, adopted on November 7, 2023.

Exhibit 97.1 COMERICA INCORPORATED COMPENSATION RECOVERY POLICY 1.Purpose. This Policy sets forth the terms on which the Company may recover erroneously awarded compensation to its executive officers. This Policy is intended to comply with Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. 2.Definitions. Unless the context otherwise requires, the following terms

February 24, 2025 EX-4.2

Description of Registrant's Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMON STOCK The following description of Comerica Incorporated's Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to Comerica's Restated Certificate of Incorporation, as amended (the "Certificate o

February 24, 2025 EX-10.20C

Form of Standard Comerica Incorporated Restricted Stock Unit Award Agreement (non-cliff vesting with retirement provisions) under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as further amended and restated (2025 version)

Exhibit 10.20C COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) is effective as of XXXXXX (the “Effective Date”), and vesting will commence as of the last day of the month and year of the Effective Date (the “Commencement Date”). Any undefined terms appearing herein as defined

February 24, 2025 EX-3.4A

Certificate of Correction of Certificate of Designations of 5.625% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, of Comerica Incorporated

Exhibit 3.4A STATE OF DELAWARE CERTIFICATE OF CORRECTION OF CERTIFICATE OF DESIGNATIONS OF 5.625% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A OF COMERICA INCORPORATED Comerica Incorporated, a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the General Corporation Law of the State of Delaware, as amended (the “General Corporation

February 24, 2025 EX-10.20A

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as further amended and restated (2025 version)

Exhibit 10.20A COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXX (the “Participant”) is effective as of XXXX (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated Amended

February 24, 2025 EX-10.17A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version).

Exhibit 10.17A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (As of December 31, 2024) Curtis C. Farmer

February 24, 2025 EX-19.1

Comerica Incorporated Amended and Restated Insider Trading Policy

Exhibit 19.1 COMERICA INCORPORATED AMENDED AND RESTATED INSIDER TRADING POLICY A. General Overview This Insider Trading Policy (“Policy”) is designed to promote compliance with federal and state securities laws and to protect Comerica Incorporated and its subsidiaries (collectively, the “Corporation”), as well as representatives of the Corporation, from the very serious liabilities and penalties t

January 22, 2025 EX-99.1

FULL-YEAR 2024 NET INCOME OF $698 MILLION, $5.02 PER SHARE FOURTH QUARTER 2024 NET INCOME OF $170 MILLION, $1.22 PER SHARE Enhanced Liquidity Through Lower Wholesale Funding and Favorable Customer Deposit Trends Strong Credit Quality and Capital Posi

FULL-YEAR 2024 NET INCOME OF $698 MILLION, $5.02 PER SHARE FOURTH QUARTER 2024 NET INCOME OF $170 MILLION, $1.22 PER SHARE Enhanced Liquidity Through Lower Wholesale Funding and Favorable Customer Deposit Trends Strong Credit Quality and Capital Position with Resumption of Share Repurchases “In 2024, we took steps to further enhance our strong foundation as we improved our capital and liquidity po

January 22, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

January 22, 2025 EX-99.2

Comerica Incorporated Fourth Quarter & Fiscal Year 2024 Financial Review January 22, 2025 This presentation, & other Comerica written & oral communications, include statements that are not historical facts but rather are forward-looking statements as

Comerica Incorporated Fourth Quarter & Fiscal Year 2024 Financial Review January 22, 2025 This presentation, & other Comerica written & oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

December 9, 2024 EX-99.1

Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations Comerica Incorporated Goldman Sachs Financial Services Conference December 10, 2024 This pr

Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations Comerica Incorporated Goldman Sachs Financial Services Conference December 10, 2024 This presentation, & other Comerica written & oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

December 9, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

October 28, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

October 28, 2024 EX-99.1

Comerica Incorporated Compensation Recovery Policy, adopted on November 7, 2023.

Exhibit 99.1 COMERICA INCORPORATED COMPENSATION RECOVERY POLICY 1.Purpose. This Policy sets forth the terms on which the Company may recover erroneously awarded compensation to its executive officers. This Policy is intended to comply with Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. 2.Definitions. Unless the context otherwise requires, the following terms

October 22, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

October 18, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

October 18, 2024 EX-99.1

THIRD QUARTER 2024 NET INCOME OF $184 MILLION, $1.33 PER SHARE Favorable Deposit and Net Interest Income Trends Strong Capitalization with Ongoing Credit and Expense Discipline

THIRD QUARTER 2024 NET INCOME OF $184 MILLION, $1.33 PER SHARE Favorable Deposit and Net Interest Income Trends Strong Capitalization with Ongoing Credit and Expense Discipline “Today we reported third quarter earnings per share of $1.33," said Curtis C. Farmer, Comerica Chairman and Chief Executive Officer. "Growth in customer deposits offset muted loan demand and contributed to net interest inco

October 18, 2024 EX-99.2

Comerica Incorporated Third Quarter 2024 Financial Review October 18, 2024 This presentation, & other Comerica written & oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the

Comerica Incorporated Third Quarter 2024 Financial Review October 18, 2024 This presentation, & other Comerica written & oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

October 17, 2024 SC 13G/A

CMA / Comerica Incorporated / STATE STREET CORP Passive Investment

SC 13G/A 1 ComericaInc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COMERICA INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 200340107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which th

September 9, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Comm

September 9, 2024 EX-99.1

Comerica Incorporated Barclays Global Financial Services Conference September 10, 2024 Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations This

Comerica Incorporated Barclays Global Financial Services Conference September 10, 2024 Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations This presentation, and other Comerica written and oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

July 26, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1

July 19, 2024 EX-99.1

SECOND QUARTER 2024 NET INCOME OF $206 MILLION, $1.49 PER SHARE Period-End Loan Growth and Continued Strong Credit Quality Successful Execution of Expense Management and Fee Income Initiatives

SECOND QUARTER 2024 NET INCOME OF $206 MILLION, $1.49 PER SHARE Period-End Loan Growth and Continued Strong Credit Quality Successful Execution of Expense Management and Fee Income Initiatives “Today we reported second quarter earnings per share of $1.49, an increase of $0.51 over first quarter results," said Curtis C. Farmer, Comerica Chairman and Chief Executive Officer. "Our focus on responsibl

July 19, 2024 EX-99.2

Comerica Incorporated Second Quarter 2024 Financial Review July 19, 2024 This presentation, and other Comerica written and oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in t

Comerica Incorporated Second Quarter 2024 Financial Review July 19, 2024 This presentation, and other Comerica written and oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

July 19, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

June 10, 2024 EX-99.1

Comerica Incorporated Morgan Stanley U.S. Financials, Payments and CRE Conference June 11, 2024 Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations This presentation, and other Comerica writ

Comerica Incorporated Morgan Stanley U.S. Financials, Payments and CRE Conference June 11, 2024 Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations This presentation, and other Comerica written and oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the Private Secu

June 10, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

May 28, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION

April 26, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 26, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-

April 23, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 CALCULATION OF REGISTRATION FEE Form S-8 Registration Statement Under The Securities Act of 1933 (Form Type) Comerica Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price per Share (3) Maximum Aggregate Offering Price

April 23, 2024 S-8

As filed with the Securities and Exchange Commission on April 23, 2024

As filed with the Securities and Exchange Commission on April 23, 2024 Registration No.

April 18, 2024 EX-99.1

FIRST QUARTER 2024 NET INCOME OF $138 MILLION, $0.98 PER SHARE Successful Execution of Deposit and Liquidity Strategy Significant Reduction in Wholesale Funding Prudent Capital Management and Continued Strong Credit Quality

FIRST QUARTER 2024 NET INCOME OF $138 MILLION, $0.98 PER SHARE Successful Execution of Deposit and Liquidity Strategy Significant Reduction in Wholesale Funding Prudent Capital Management and Continued Strong Credit Quality “Today we reported first quarter earnings per share of $0.98,” said Curtis C. Farmer, Comerica Chairman and Chief Executive Officer. “Strategic rationalization efforts from 202

April 18, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 18, 2024 EX-99.2

Comerica Incorporated First Quarter 2024 Financial Review April 18, 2024 This presentation, and other Comerica written and oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in t

Comerica Incorporated First Quarter 2024 Financial Review April 18, 2024 This presentation, and other Comerica written and oral communications, include statements that are not historical facts but rather are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

March 28, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

March 13, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

March 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

March 11, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

March 5, 2024 EX-99.1

Comerica Incorporated RBC Capital Markets Financial Institutions Conference March 6, 2024 Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations Safe Harbor Statement This presentation includes

Comerica Incorporated RBC Capital Markets Financial Institutions Conference March 6, 2024 Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations Safe Harbor Statement This presentation includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

March 5, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

February 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-10706 Comerica Incorporated (Exact

February 28, 2024 EX-21

Subsidiaries of Registrant.

Exhibit 21 Subsidiaries of Registrant as of December 31, 2023 Name State or Jurisdiction of Incorporation or Organization B&G Tax Equity Partnership, LLC Delaware Briel Farm Solar, LLC Virginia Cass & Co.

February 28, 2024 EX-10.17A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version).

Exhibit 10.17A Schedule of Named Executive Officers* Party to Change of Control Employment Agreement (BE4 and Higher Version) (As of December 31, 2023) Curtis C. Farmer *Named Executive Officers as disclosed in registrant's most recent proxy statement.

February 28, 2024 EX-4.2

Description of Registrant's Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMON STOCK The following description of Comerica Incorporated's Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to Comerica's Restated Certificate of Incorporation, as amended (the "Certificate o

February 28, 2024 EX-10.15A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current).

Exhibit 10.15A Schedule of Named Executive Officers* Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - current) (As of December 31, 2023) Megan D. Crespi James J. Herzog Jay K. Oberg *Named Executive Officers as disclosed in registrant's most recent proxy statement.

February 28, 2024 EX-10.16A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version).

Exhibit 10.16A Schedule of Named Executive Officers* Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - 2015 version) (As of December 31, 2023) Peter L. Sefzik *Named Executive Officers as disclosed in registrant's most recent proxy statement.

February 28, 2024 EX-10.1N

Form of Standard Comerica Incorporated Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan (2023 non-cliff 2-3-4 version)

Exhibit 10.1N COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) is effective as of XXXXXX (the “Effective Date”) and vesting will commence as of XXXXXX (the “ Commencement Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the

February 15, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

February 13, 2024 SC 13G/A

CMA / Comerica Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0650-comericainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Comerica Inc Title of Class of Securities: Common Stock CUSIP Number: 200340107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule

February 12, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered* Amount to be registered/ Proposed maximum offering price per unit/Proposed maximum aggregate offering price/Amount of registration fee Common Stock (3) (1)(2) Preferred Stock (4) Depositary Shares (5) Debt Securities (6) Warrants to Purchase Common Stock, Preferred Stock or Debt Securities Stock Purchase Contracts Stock Purchase Units (7) * Additional securities (including securities to be issued by additional registrants) may be added by automatically effective post-effective amendments pursuant to Rule 413.

February 12, 2024 S-3ASR

As filed with the Securities and Exchange Commission on February 9, 2024

As filed with the Securities and Exchange Commission on February 9, 2024 Registration Statement No.

February 12, 2024 EX-25.2

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as Trustee for the subordinated debt indenture, dated as of May 1, 2003

a252formt-1forcomericain = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 12, 2024 EX-25.1

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as Trustee for the senior debt indenture, dated as of May 23, 2014

a251formt-1forcomericain = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 30, 2024 EX-1.1

Underwriting Agreement, dated January 25, 2024, by and among the Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.*

Exhibit 1.1 Execution Version $1,000,000,000 Comerica Incorporated 5.982% Fixed-to-Floating Rate Senior Notes due 2030 Underwriting Agreement January 25, 2024 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC As representatives of the several Underwriters named in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Morgan Stanley

January 30, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 (State or other jurisdiction of incorporation) (Commission Fi

January 30, 2024 EX-4.1

First Supplemental Indenture, dated as of January 30, 2024, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee.

Exhibit 4.1 COMERICA INCORPORATED and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee First Supplemental Indenture dated as of January 30, 2024 To Senior Indenture dated as of May 23, 2014 FIRST SUPPLEMENTAL INDENTURE, dated as of January 30, 2024 (this “First Supplemental Indenture”), between COMERICA INCORPORATED, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLO

January 30, 2024 EX-4.2

Form of Global Note for the Registrant’s 5.982% Fixed-to-Floating Rate Senior Notes due 2030.

Exhibit 4.2 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SU

January 29, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) COMERICA INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Ca

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) COMERICA INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid  Debt  5.

January 29, 2024 424B5

$1,000,000,000 Comerica Incorporated 5.982% Fixed-to-Floating Rate Senior Notes due 2030

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-253078 Prospectus supplement (To Prospectus dated February 12, 2021) $1,000,000,000 Comerica Incorporated 5.982% Fixed-to-Floating Rate Senior Notes due 2030 We are offering $1,000,000,000 aggregate principal amount of our 5.982% Fixed-to-Floating Rate senior notes due 2030 (the “notes”). The notes will mature on January 30, 2

January 25, 2024 424B5

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED JANUARY 25, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-253078 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETI

January 25, 2024 FWP

Comerica Incorporated Pricing Term Sheet 5.982% Fixed-to-Floating Rate Senior Notes Due 2030 January 25, 2024 Issuer: Comerica Incorporated Security Type: SEC Registered Senior Notes Expected Ratings*: Moody’s: Baa1 (Negative); S&P: BBB (Stable); Fit

Filed pursuant to Rule 433 Registration File No. 333- 253078 Supplementing the Preliminary Prospectus Supplement dated January 25, 2024 (To Prospectus dated February 12, 2021) Comerica Incorporated Pricing Term Sheet $1,000,000,000 5.982% Fixed-to-Floating Rate Senior Notes Due 2030 January 25, 2024 Issuer: Comerica Incorporated Security Type: SEC Registered Senior Notes Expected Ratings*: Moody’s

January 19, 2024 EX-99.1

FULL-YEAR 2023 NET INCOME OF $881 MILLION, $6.44 PER SHARE FOURTH QUARTER 2023 NET INCOME OF $33 MILLION, $0.20 PER SHARE Continued Strong Credit Quality and Capital Position Record Full-Year Average Loans and Annual Net Interest Income Notable Items

FULL-YEAR 2023 NET INCOME OF $881 MILLION, $6.44 PER SHARE FOURTH QUARTER 2023 NET INCOME OF $33 MILLION, $0.20 PER SHARE Continued Strong Credit Quality and Capital Position Record Full-Year Average Loans and Annual Net Interest Income Notable Items Impacted 4th Quarter Results "In 2023, we demonstrated the strength and resilience of our model as we navigated disruptive industry events," said Cur

January 19, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 COMERICA INCORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

January 19, 2024 EX-99.2

Comerica Incorporated Fourth Quarter 2023 Financial Review January 19, 2024 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform

comericainc4q23earningsp Comerica Incorporated Fourth Quarter 2023 Financial Review January 19, 2024 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

January 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 COMERICA INCORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commis

December 4, 2023 EX-99.1

Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations Comerica Incorporated Goldman Sachs Financial Services Conference December 5, 2023 Safe Har

comericaincgoldman2023pr Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations Comerica Incorporated Goldman Sachs Financial Services Conference December 5, 2023 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

December 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 COMERICA INCORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

November 9, 2023 EX-99.1

Comerica Incorporated Names Brian Goldman Chief Risk Officer Jay Oberg to Retire in 2024

Comerica Incorporated Names Brian Goldman Chief Risk Officer Jay Oberg to Retire in 2024 DALLAS, Nov.

November 9, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

October 30, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

October 20, 2023 EX-99.2

Comerica Incorporated Third Quarter 2023 Financial Review October 20, 2023 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform A

Comerica Incorporated Third Quarter 2023 Financial Review October 20, 2023 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

October 20, 2023 EX-99.1

THIRD QUARTER 2023 NET INCOME OF $251 MILLION, $1.84 PER SHARE Reflected Successful Deposit Strategy Resulting in Growth in Customer Balances Prudent Capital Management and Strong Credit Quality Abundant Liquidity and Continued Robust Fee Income

THIRD QUARTER 2023 NET INCOME OF $251 MILLION, $1.84 PER SHARE Reflected Successful Deposit Strategy Resulting in Growth in Customer Balances Prudent Capital Management and Strong Credit Quality Abundant Liquidity and Continued Robust Fee Income “Today we reported third quarter earnings per share of $1.84,” said Curtis C. Farmer, Comerica Chairman and Chief Executive Officer. “We are very proud of

October 20, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

October 13, 2023 CORRESP

October 13, 2023

October 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Division of Corporation Finance Office of Finance Washington, D.C. 20549 Attention: William Schroeder and Ben Phippen Re: Comerica Inc. Form 10-Q for the Quarterly Period Ended June 30, 2023 Filed July 26, 2023 File No. 001-10706 Dear Mr. Schroeder and Mr. Phippen: Comerica Incorporated (the “Corporation,” “we” o

September 11, 2023 EX-99.1

Comerica Incorporated Barclays Global Financial Services Conference September 12, 2023 Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations Safe

Comerica Incorporated Barclays Global Financial Services Conference September 12, 2023 Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

September 11, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Com

August 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 COMERICA INCORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

July 26, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1

July 25, 2023 EX-99.1

Promontory Financial Group’s Arthur Angulo and Frontier Communications’ Alan Gardner Appointed to Comerica Incorporated Board of Directors DALLAS, July 25, 2023 – Arthur (Art) Angulo and Alan Gardner have been appointed to the Comerica Incorporated B

a72523pressreleaseex991 Promontory Financial Group’s Arthur Angulo and Frontier Communications’ Alan Gardner Appointed to Comerica Incorporated Board of Directors DALLAS, July 25, 2023 – Arthur (Art) Angulo and Alan Gardner have been appointed to the Comerica Incorporated Board of Directors, effective July 25, 2023.

July 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 COMERICA INCORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

July 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 COMERICA INCORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

July 21, 2023 EX-99.1

SECOND QUARTER 2023 NET INCOME OF $273 MILLION, $2.01 PER SHARE Higher Fee Income, Broad-Based Loan Growth and Prudent Expense Management Proven Discipline and Excellent Credit Quality with a Solid Capital Position

SECOND QUARTER 2023 NET INCOME OF $273 MILLION, $2.01 PER SHARE Higher Fee Income, Broad-Based Loan Growth and Prudent Expense Management Proven Discipline and Excellent Credit Quality with a Solid Capital Position “Our second quarter results were strong with earnings per share of $2.01, record average loans and our second highest quarter of noninterest income in history,” said Curtis C. Farmer, C

July 21, 2023 EX-99.2

Comerica Incorporated Second Quarter 2023 Financial Review July 21, 2023 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act

comericainc2q23earningsp Comerica Incorporated Second Quarter 2023 Financial Review July 21, 2023 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

June 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 COMERICA INCORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

June 12, 2023 EX-99.1

Comerica Incorporated Morgan Stanley U.S. Financials, Payments and CRE Conference June 13, 2023 Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relat

comerica2023morganstanle Comerica Incorporated Morgan Stanley U.S. Financials, Payments and CRE Conference June 13, 2023 Curt Farmer Chairman & Chief Executive Officer Jim Herzog Chief Financial Officer Peter Sefzik Chief Banking Officer Kelly Gage Director of Investor Relations Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements a

May 25, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

11-K 1 a2022cmapreferredsavingspl.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022

April 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 COMERICA INCORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-

April 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 COMERICA INCORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 20, 2023 EX-99.2

Comerica Incorporated First Quarter 2023 Financial Review April 20, 2023 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act

comericainc1q23earningsp Comerica Incorporated First Quarter 2023 Financial Review April 20, 2023 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

April 20, 2023 EX-99.1

FIRST QUARTER 2023 NET INCOME OF $324 MILLION, $2.39 PER SHARE Strong, Broad-Based Loan Growth, Robust Fee Income and Excellent Credit Quality Conservative Liquidity and Capital Position to Support Customers Strategically Diverse Businesses and Geogr

FIRST QUARTER 2023 NET INCOME OF $324 MILLION, $2.39 PER SHARE Strong, Broad-Based Loan Growth, Robust Fee Income and Excellent Credit Quality Conservative Liquidity and Capital Position to Support Customers Strategically Diverse Businesses and Geographies “Today we reported first quarter earnings per share of $2.39, balancing the benefits of strong loan growth, a favorable rate environment, robus

March 13, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

March 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

March 6, 2023 EX-99.1

Comerica Incorporated RBC Capital Markets Financial Institutions Conference March 7, 2023 Jim Herzog Chief Financial Officer Kelly Gage Director of Investor Relations Safe Harbor Statement Any statements in this presentation that are not historical f

comerica2023rbcconferenc Comerica Incorporated RBC Capital Markets Financial Institutions Conference March 7, 2023 Jim Herzog Chief Financial Officer Kelly Gage Director of Investor Relations Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

March 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 COMERICA INCORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

February 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 COMERICA INCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Comm

February 28, 2023 EX-99.1

American Airlines’ Derek Kerr and United Way of Metropolitan Dallas’ Jennifer Sampson Appointed to the Comerica Incorporated Board of Directors

American Airlines’ Derek Kerr and United Way of Metropolitan Dallas’ Jennifer Sampson Appointed to the Comerica Incorporated Board of Directors DALLAS, Feb.

February 14, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-10706 Comerica Incorporated (Exact

February 14, 2023 EX-10.17A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version).

Exhibit 10.17A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (As of December 31, 2022) Curtis C. Farmer

February 14, 2023 EX-21

Subsidiaries of Registrant.

Exhibit 21 Subsidiaries of Registrant As of December 31, 2022 Name State or Jurisdiction of Incorporation or Organization B&G Tax Equity Partnership, LLC Delaware Briel Farm Solar, LLC Virginia Cass & Co.

February 14, 2023 EX-10.15A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current).

Exhibit 10.15A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - current) (As of December 31, 2022) Megan D. Crespi James J. Herzog Jay K. Oberg

February 14, 2023 EX-10.16A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version).

Exhibit 10.16A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - 2015 version) (As of December 31, 2022) Peter L. Sefzik

February 14, 2023 EX-4.2

Description of Registrant's Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMON STOCK The following description of Comerica Incorporated's Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to Comerica's Restated Certificate of Incorporation, as amended (the "Certificate o

February 9, 2023 SC 13G/A

CMA / Comerica Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Comerica Inc. Title of Class of Securities: Common Stock CUSIP Number: 200340107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

February 6, 2023 SC 13G/A

CMA / Comerica Incorporated / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING COMERICA INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 200340107 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: (X

January 25, 2023 EX-10.1N

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan (2023 version) (filed as Exhibit 10.1N to Registrant's Current Report on Form 8-K dated January 24, 2023, and incorporated herein by reference).

Exhibit 10.1N COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) is effective as of XXXXXX (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2018

January 25, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

January 25, 2023 EX-99.1

Comerica Bank Promotes Three Executive Leaders to Newly Established Positions Peter Sefzik, Senior Executive Vice President, Chief Banking Officer; Megan Crespi, Senior Executive Vice President, Chief Operating Officer; and Megan Burkhart, Senior Exe

Comerica Bank Promotes Three Executive Leaders to Newly Established Positions Peter Sefzik, Senior Executive Vice President, Chief Banking Officer; Megan Crespi, Senior Executive Vice President, Chief Operating Officer; and Megan Burkhart, Senior Executive Vice President, Chief Administrative Officer DALLAS, Jan.

January 19, 2023 EX-99.2

Comerica Incorporated Fourth Quarter 2022 Financial Review January 19, 2023 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform

Comerica Incorporated Fourth Quarter 2022 Financial Review January 19, 2023 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

January 19, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

January 19, 2023 EX-99.1

FULL-YEAR 2022 NET INCOME OF $1.2 BILLION, $8.47 PER SHARE FOURTH QUARTER 2022 NET INCOME OF $350 MILLION, $2.58 PER SHARE Record Revenue, Robust Loan Growth and Excellent Credit Quality Maintained Expense Discipline while Supporting Growth Initiativ

FULL-YEAR 2022 NET INCOME OF $1.2 BILLION, $8.47 PER SHARE FOURTH QUARTER 2022 NET INCOME OF $350 MILLION, $2.58 PER SHARE Record Revenue, Robust Loan Growth and Excellent Credit Quality Maintained Expense Discipline while Supporting Growth Initiatives "Today we reported record annual earnings per share of $8.47,” said Curtis C. Farmer, Comerica Chairman and Chief Executive Officer. “We generated

December 2, 2022 EX-99.1

Goldman Sachs 2022 US Financial Services

December 2, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

November 14, 2022 EX-10.8

1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan

Exhibit 10.8 1999 COMERICA INCORPORATED AMENDED AND RESTATED COMMON STOCK DEFERRED INCENTIVE AWARD PLAN (AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2022) 1999 COMERICA INCORPORATED AMENDED AND RESTATED COMMON STOCK DEFERRED INCENTIVE AWARD PLAN ARTICLE I PURPOSE AND INTENT 1 ARTICLE II DEFINITIONS 1 ARTICLE III ELECTION TO PARTICIPATE IN THE PLAN 5 A. Completion of Irrevocable Election Form 5 B.

November 14, 2022 EX-10.7

1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (amended and restated

Exhibit 10.7 1999 COMERICA INCORPORATED AMENDED AND RESTATED DEFERRED COMPENSATION PLAN (Amended and Restated Effective December 31, 2022) 1999 COMERICA INCORPORATED AMENDED AND RESTATED DEFERRED COMPENSATION PLAN ARTICLE I PURPOSE AND INTENT 1 ARTICLE II DEFINITIONS 1 A. Definitions 1 ARTICLE III ELECTION TO PARTICIPATE IN THE PLAN 4 A. Completion of Irrevocable Election Form. 4 B. Contents of Ir

November 14, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

October 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

October 19, 2022 EX-99.2

99.2 Earnings Presentation Slides

October 19, 2022 EX-99.1

THIRD QUARTER 2022 RECORD NET INCOME OF $351 MILLION, $2.60 PER SHARE Earnings Per Share Increased 35% Over Second Quarter 2022 Record Revenue with Higher Interest Rates and Strong, Broad-Based Loan Growth Continued Solid Expense Management and Excel

THIRD QUARTER 2022 RECORD NET INCOME OF $351 MILLION, $2.60 PER SHARE Earnings Per Share Increased 35% Over Second Quarter 2022 Record Revenue with Higher Interest Rates and Strong, Broad-Based Loan Growth Continued Solid Expense Management and Excellent Credit Quality "Our third quarter results were very strong. Earnings per share grew to an all-time high of $2.60, increasing 35% relative to the

October 19, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

September 9, 2022 EX-99.1

Barclays Global Financial Services Conference

September 9, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Comm

July 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1

July 20, 2022 EX-99.2

99.2 Earnings Presentation Slides

July 20, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

July 20, 2022 EX-99.1

SECOND QUARTER 2022 NET INCOME OF $261 MILLION, $1.92 PER SHARE Earnings Per Share Increased 40% Over First Quarter 2022 Strong Revenue Growth, Solid Expense Control and Excellent Credit Quality Benefits from Higher Interest Rates, Strong Loan Growth

SECOND QUARTER 2022 NET INCOME OF $261 MILLION, $1.92 PER SHARE Earnings Per Share Increased 40% Over First Quarter 2022 Strong Revenue Growth, Solid Expense Control and Excellent Credit Quality Benefits from Higher Interest Rates, Strong Loan Growth and Liquidity Deployment ROE of 17% and Efficiency Ratio of 58% "Our second quarter earnings per share increased 40% over the first quarter and reven

June 10, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

June 10, 2022 EX-99.1

2022 Morgan Stanley US Financials, Payments & CRE Conference

May 26, 2022 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION

May 17, 2022 EX-10.1

Restrictive Covenants and General Release Agreement by and between John D. Buchanan and Comerica Incorporated dated May 12, 2022 (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated May 12, 2022, and incorporated herein by reference.)

RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT THIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the ?Agreement?) is entered into on May 12, 2022 between John D.

May 17, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissio

May 10, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commission

May 5, 2022 EX-99.1

Presentation Slides

May 5, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commission

April 29, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 27, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-

April 27, 2022 EX-10.1N

Form of Standard Comerica Incorporated Restricted Stock Unit Agreement (non-cliff vesting without retirement provisions) under the Comerica Incorporated 2018 Long-Term Incentive Plan (filed as Exhibit 10.1N to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and incorporated herein by reference).

Exhibit 10.1N COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT (4 YEAR VEST ? NO RETIREMENT) THIS AGREEMENT (this ?Agreement?) between Comerica Incorporated (the ?Company?) and XXXXXX (the ?Participant?) is effective as of XXXXXX (the ?Effective Date?). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2018 Long-Ter

April 20, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 20, 2022 EX-99.1

FIRST QUARTER 2022 NET INCOME OF $189 MILLION, $1.37 PER SHARE Broad-based Loan Growth Strong Credit Quality and Expense Control Actively Managing Balance Sheet as Rates Rise

Dallas, TX/April 20, 2022 FIRST QUARTER 2022 NET INCOME OF $189 MILLION, $1.37 PER SHARE Broad-based Loan Growth Strong Credit Quality and Expense Control Actively Managing Balance Sheet as Rates Rise "Our first quarter results demonstrate our ability to drive broad-based loan growth while maintaining favorable credit metrics and controlling expenses," said Curt C. Farmer, Comerica Chairman and Ch

April 20, 2022 EX-99.2

1© 2022, Comerica Bank. All rights reserved. Comerica Incorporated First Quarter 2022 Financial Review April 20, 2022 2© 2022, Comerica Bank. All rights reserved. Any statements in this presentation that are not historical facts are forward-looking s

1? 2022, Comerica Bank. All rights reserved. Comerica Incorporated First Quarter 2022 Financial Review April 20, 2022 2? 2022, Comerica Bank. All rights reserved. Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as ?anticipates,? ?believes,? ?contemplates,? ?feels,? ?expec

March 15, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

March 15, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

March 7, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

March 7, 2022 EX-99.1

RBC Capital Markets Financial Institutions Conference

February 23, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Comm

February 16, 2022 EX-21

Subsidiaries of Registrant.

Exhibit 21 Subsidiaries of Registrant As of December 31, 2021 Name State or Jurisdiction of Incorporation or Organization B&G Tax Equity Partnership, LLC Delaware Briel Farm Solar, LLC Virginia Cass & Co.

February 16, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 Or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-10706 Comerica Incorporated (Exact

February 16, 2022 EX-10.16A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version).

Exhibit 10.16A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - 2015 version) (As of December 31, 2021) John D. Buchanan Peter L. Sefzik

February 16, 2022 EX-4.2

Description of Registrant's Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMON STOCK The following description of Comerica Incorporated's Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to Comerica's Restated Certificate of Incorporation, as amended (the "Certificate o

February 16, 2022 EX-10.17A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version).

Exhibit 10.17A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (As of December 31, 2021) Curtis C. Farmer

February 16, 2022 EX-10.1H

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan (2022 version) (filed as Exhibit 10.1H to Registrant's Annual Report on Form 10-K for the year ended December 31, 2021, and incorporated herein by reference).

Exhibit 10.1H COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (this ?Agreement?) between Comerica Incorporated (the ?Company?) and XXXXXX (the ?Participant?) is effective as of XXXXXX (the ?Effective Date?). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2018

February 16, 2022 EX-10.15A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current).

Exhibit 10.15A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - current) (As of December 31, 2021) J. McGregor Carr Megan D. Crespi James J. Herzog Jay K. Oberg

February 9, 2022 SC 13G/A

CMA / Comerica Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Comerica Inc. Title of Class of Securities: Common Stock CUSIP Number: 200340107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

January 19, 2022 EX-99.2

99.2 Earnings Presentation Slides

a4q21comericaearningspre

January 19, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2022 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

January 19, 2022 EX-99.1

FULL-YEAR 2021 NET INCOME OF $1.2 BILLION, $8.35 PER SHARE AND FOURTH QUARTER 2021 NET INCOME OF $228 MILLION, $1.66 PER SHARE Robust Deposit Growth Supported Positive Trends in Loan Portfolio Strong Credit Quality and Fee Generation Active Capital M

Dallas, TX/January 19, 2022 FULL-YEAR 2021 NET INCOME OF $1.2 BILLION, $8.35 PER SHARE AND FOURTH QUARTER 2021 NET INCOME OF $228 MILLION, $1.66 PER SHARE Robust Deposit Growth Supported Positive Trends in Loan Portfolio Strong Credit Quality and Fee Generation Active Capital Management ?Our 2021 financial results were strong as we generated record earnings per share of $8.35," said Curt C. Farmer

December 6, 2021 EX-99.1

1© 2021, Comerica Bank. All rights reserved. Goldman Sachs 2021 US Financial Services Conference December 8, 2021 Peter Sefzik Executive Director, Commercial Bank Jim Herzog Chief Financial Officer Curt Farmer Chairman, President & CEO 2© 2021, Comer

1? 2021, Comerica Bank. All rights reserved. Goldman Sachs 2021 US Financial Services Conference December 8, 2021 Peter Sefzik Executive Director, Commercial Bank Jim Herzog Chief Financial Officer Curt Farmer Chairman, President & CEO 2? 2021, Comerica Bank. All rights reserved. Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements

December 6, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

November 2, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

November 2, 2021 EX-99.1

Comerica Incorporated Appoints Nancy Flores to Board of Directors

Comerica Incorporated Appoints Nancy Flores to Board of Directors DALLAS, Nov. 2, 2021 ? Nancy Flores has been appointed to the Comerica Incorporated Board of Directors, effective Jan. 1, 2022. Flores is Chief Information and Technology Officer for Irving, Texas-based McKesson Corporation, a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and spec

October 29, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

October 20, 2021 EX-99.2

Earnings Presentation Slides

October 20, 2021 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Com

October 20, 2021 EX-99.1

THIRD QUARTER 2021 NET INCOME OF $262 MILLION, $1.90 PER SHARE Solid Loan Performance Overshadowed by PPP Forgiveness General Middle Market Loans Up 3 Percent Excluding PPP Strong Deposit Growth and Credit Quality Continued Repurchased $220 Million,

EX-99.1 2 a2021q3pressrelease-ex991.htm EX-99.1 Dallas, TX/October 20, 2021 THIRD QUARTER 2021 NET INCOME OF $262 MILLION, $1.90 PER SHARE Solid Loan Performance Overshadowed by PPP Forgiveness General Middle Market Loans Up 3 Percent Excluding PPP Strong Deposit Growth and Credit Quality Continued Repurchased $220 Million, or 3.0 Million Common Shares, Under Program “We generated earnings of $1.9

October 20, 2021 EX-99.2

99.2 Earnings Presentation Slides

October 20, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

September 10, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Com

September 10, 2021 EX-99.1

Barclays Global Financial Services

July 29, 2021 EX-10.1L

Form of Standard Comerica Incorporated Restricted Stock Unit Agreement (Director Version) under the Comerica Incorporated 2018 Long-Term Incentive Plan (filed as Exhibit 10.1L to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, and incorporated herein by reference).

Exhibit 10.1L COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTOR VERSION) THIS AGREEMENT (this ?Agreement?) between Comerica Incorporated (the ?Company?) and XXXXXX (the ?Participant?) is effective as of XXXXXX (the ?Effective Date?). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated Amended and Restated 201

July 29, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1

July 21, 2021 EX-99.2

99.2 Earnings Presentation Slides

July 21, 2021 EX-99.1

SECOND QUARTER 2021 NET INCOME OF $328 MILLION, $2.32 PER SHARE Revenue Increased 5 Percent Robust Growth in Fee-Generating Activity Strong Credit Quality and Improved Economic Outlook Drove Reserve Release Repurchased 5.9 Million, or 4 Percent, of C

Dallas, TX/July 21, 2021 SECOND QUARTER 2021 NET INCOME OF $328 MILLION, $2.32 PER SHARE Revenue Increased 5 Percent Robust Growth in Fee-Generating Activity Strong Credit Quality and Improved Economic Outlook Drove Reserve Release Repurchased 5.9 Million, or 4 Percent, of Common Shares Under Program Together With Dividends, Returned $542 Million to Shareholders ?Our second quarter results showed

July 21, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

June 11, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

June 11, 2021 EX-99.1

O)menrA. Bank Morgan Stanley 2021 US Financials Conference June 14, 2021 Peter Sefzik Executive Director, Commercial Bank Jim Herzog Chief Financial Officer Darlene Persons Director of Investor Relations Safe Harbor Statement Any statements in this p

O)menrA. Bank Morgan Stanley 2021 US Financials Conference June 14, 2021 Peter Sefzik Executive Director, Commercial Bank Jim Herzog Chief Financial Officer Darlene Persons Director of Investor Relations Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Lttigation Reform Act of 1995. Words suc

May 27, 2021 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION

April 29, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 29, 2021 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on April 29, 2021 Registration No.

April 29, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on April 29, 2021 Registration No.

April 29, 2021 EX-4.3

Comerica Incorporated 2021 Employee Stock Purchase Plan.*

Exhibit 10.23 COMERICA INCORPORATED 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE The purpose of the Comerica Incorporated 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide employees of Comerica Incorporated, a Delaware corporation (the ?Corporation?), and its subsidiaries and affiliates, with an opportunity to acquire a proprietary interest in the Corporation. The Plan provides a

April 29, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on April 29, 2021 Registration No.

April 28, 2021 EX-18.1

Preferability Letter from Independent Registered Public Accounting Firm.

EX-18.1 4 a2021q110qex181.htm EX-18.1 Exhibit 18.1 April 28, 2021 Board of Directors Comerica Incorporated 1717 Main Street, MC 6404 Dallas, Texas 75204 Ladies and Gentlemen: Note 1 of the Notes to the Consolidated Financial Statements of Comerica Incorporated (the Company) included in its Quarterly Report on Form 10-Q for the three-month period ended March 31, 2021, describes changes in the Compa

April 28, 2021 EX-10.1

Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2021, and incorporated herein by reference).

Exhibit 10.1 COMERICA INCORPORATED AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN SECTION 1.Purpose; Definitions The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, non-employee directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentives for fu

April 28, 2021 EX-10.1K

Form of Standard Comerica Incorporated Restricted Stock Unit Agreement (2021 three-year non-cliff vesting) under the Comerica Incorporated 2018 Long-Term Incentive Plan (filed as Exhibit 10.1K to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and incorporated herein by reference).

Exhibit 10.1K COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT (2 & 3 YEAR VEST) THIS AGREEMENT (this ?Agreement?) between Comerica Incorporated (the ?Company?) and XXXXXX (the ?Participant?) is effective as of XXXXXX (the ?Effective Date?). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2018 Long-Term Incentive

April 28, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

April 28, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-

April 20, 2021 EX-99.1

FIRST QUARTER 2021 NET INCOME OF $350 MILLION, $2.43 PER SHARE Strong Credit Quality and Improved Economic Outlook Drive Reserve Release Robust Fee-Generating Activity and Expense Discipline Continued Plan to Resume Share Repurchases in Second Quarte

Dallas, TX/April 20, 2021 FIRST QUARTER 2021 NET INCOME OF $350 MILLION, $2.43 PER SHARE Strong Credit Quality and Improved Economic Outlook Drive Reserve Release Robust Fee-Generating Activity and Expense Discipline Continued Plan to Resume Share Repurchases in Second Quarter ?The year is off to a strong start," said Curt C. Farmer, Comerica Chairman, President and Chief Executive Officer. "We ge

April 20, 2021 EX-99.2

99.2 Earnings Presentation Slides

April 20, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commiss

March 16, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 16, 2021 DEF 14A

definitive proxy statement for the 20

Use these links to rapidly review the document PROXY STATEMENT TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 8, 2021 EX-99.1

2021 RBC Capital Markets Financial Institutions Conference

March 8, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commissi

February 12, 2021 EX-25.2

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as Trustee for the subordinated debt indenture, dated as of May 1, 2003

EX-25.2 5 a2021s3xexhibit252.htm STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 (SUBORDINATED) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO

February 12, 2021 EX-25.1

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as Trustee for the senior debt indenture, dated as of May 23, 2014

EX-25.1 4 a2021s3xexhibit251.htm STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 (SENIOR) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETER

February 12, 2021 S-3ASR

- S-3ASR

As filed with the Securities and Exchange Commission on February 12, 2021 Registration Statement No.

February 11, 2021 SC 13G/A

United States Securities and Exchange Commission Washington, D.C. 20549

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* COMERICA INCORPORATED (Name of Issuer) COMMON STOCK (Title of Class of Securities) 200340107 (CUSIP Number) DECEMBER 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

February 11, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kelly Services, Inc. (Name of Issuer) Class B Common Stock (Title of Class of Securities) (CUSIP Number) December 31,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kelly Services, Inc. (Name of Issuer) Class B Common Stock (Title of Class of Securities) 488152307 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Comerica Inc. Title of Class of Securities: Common Stock CUSIP Number: 200340107 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

February 9, 2021 EX-10.20A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version).

Exhibit 10.20A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (As of December 31, 2020) Curtis C. Farmer

February 9, 2021 EX-21

Subsidiaries of Registrant.

Exhibit 21 Subsidiaries of Registrant As of December 31, 2020 Name State or Jurisdiction of Incorporation or Organization B&G Tax Equity Partnership, LLC Delaware Briel Farm Solar, LLC Virginia Cass & Co.

February 9, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-10706 Comerica Incorporated (Exact

February 9, 2021 EX-10.18A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current).

Exhibit 10.18A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - current) (As of December 31, 2020) J. McGregor Carr Megan D. Crespi James J. Herzog Jay K. Oberg

February 9, 2021 EX-10.1G

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan (2020 version) (filed as Exhibit 10.1G to Registrant's Annual Report on Form 10-K for the year ended December 31, 2020, and incorporated herein by reference).

Exhibit 10.1G COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) is effective as of XXXXXX (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2018

February 9, 2021 EX-4.2

Exhibit 4.2 to Comerica's Annual Report on Form 10-K for the fiscal year ended December 31, 2020

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMON STOCK The following description of Comerica Incorporated's Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to Comerica's Restated Certificate of Incorporation, as amended (the "Certificate o

February 9, 2021 EX-10.19A

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version).

Exhibit 10.19A Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - 2015 version) (As of December 31, 2020) John D. Buchanan Peter L. Sefzik

January 19, 2021 8-K

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

January 19, 2021 EX-99.1

FOURTH QUARTER 2020 NET INCOME OF $215 MILLION, $1.49 PER SHARE Earnings per Share Increased 3 percent Compared to Third Quarter Revenue Increased 3 percent and Credit Quality Remained Strong FULL-YEAR 2020 NET INCOME OF $474 MILLION, $3.27 PER SHARE

Dallas, TX/January 19, 2021 FOURTH QUARTER 2020 NET INCOME OF $215 MILLION, $1.49 PER SHARE Earnings per Share Increased 3 percent Compared to Third Quarter Revenue Increased 3 percent and Credit Quality Remained Strong FULL-YEAR 2020 NET INCOME OF $474 MILLION, $3.27 PER SHARE Loan and Deposit Growth Helped Offset Lower Rates and Increased Credit Reserves “Our 2020 results included solid loan per

January 19, 2021 EX-99.2

99.2 Earnings Presentation Slides

comerica4q20earningspres

December 7, 2020 8-K

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2020 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

December 7, 2020 EX-99.1

Goldman Sachs US 2020 Financial Services Conference

comerica2020goldmansachs

November 3, 2020 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2020 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - - - (State or other Jurisdiction of Incorporation) (Commi

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