Ortiz Mauricio A 4

What Happened

• Mauricio A. Ortiz, EVP & Chief Accounting Officer of Comerica Inc. (CMA), exercised multiple stock option tranches on Jan 22, 2026, resulting in the acquisition of 7,712 shares. The cash required to exercise those options totaled about $539,437 across the tranches. To cover exercise price and tax withholding, 6,179 shares were surrendered/withheld (valued at $586,820). Ortiz also made a charitable gift of 1,023 shares to a donor-advised fund.
• After the exercises, withholding and the gift, the net increase in Ortiz’s beneficially owned shares appears to be approximately 510 shares (7,712 exercised − 6,179 withheld − 1,023 gifted). The filing shows several derivative-to-share conversions and share-withholding rather than open-market sales.

Key Details

• Transaction date: January 22, 2026 (reported Jan 23, 2026 — filed promptly).
• Options exercised (shares @ exercise price = cash paid):
  • 650 @ $67.66 = $43,979
  • 1,285 @ $80.17 = $103,018
  • 2,540 @ $63.15 = $160,401
  • 925 @ $60.12 = $55,611
  • 975 @ $92.58 = $90,266
  • 815 @ $71.16 = $57,995
  • 522 @ $53.96 = $28,167
  • Total exercised = 7,712 shares; total cash paid ≈ $539,437
• Shares withheld to pay exercise price/taxes: 6,179 shares @ $94.97 = $586,820 (footnote: aggregate shares withheld for payment/taxes).
• Gift: 1,023 shares donated to a charitable donor-advised fund (footnote: gift to charitable donor-advised fund).
• Net shares retained (approx.): +510 shares.
• Notation: Transaction codes — M = option exercise, F = payment of exercise price/tax withholding, G = gift.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Vesting: Options referenced vest in four equal annual installments (per filing footnote).

Context

• This was an option exercise with shares withheld to cover exercise cost and taxes — a common, routine corporate compensation settlement (sometimes called a cashless or net-settlement style result), not an open-market sale of shares by the insider.
• The 1,023-share gift to a donor-advised fund is a charitable contribution and does not necessarily indicate a view on the stock’s outlook.
• For retail investors, exercises with significant withholding typically reflect compensation mechanics rather than a direct bullish or bearish signal.