Comerica (NYSE: CMA) CFO Form 4 shows 868 shares for tax withholding

Rhea-AI Filing Summary

Comerica Inc.'s Senior EVP and CFO James J. Herzog reported a Form 4 transaction dated 12/29/2025. The filing shows the disposal of 868 shares of common stock at $87.95 per share under transaction code F, which the explanation states reflects shares withheld for taxes on shares payable on vesting of Restricted Stock Units.

After this tax withholding, Herzog beneficially owned 34,964 common shares directly, and 28,838 shares indirectly through the Herzog Living Trust as of December 29, 2025. The filing notes that these holdings include shares acquired through employee stock plans, dividend reinvestment, restricted stock units, and stock units in a deferred compensation plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Herzog James J

Role Senior EVP and CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	868	$87.95	$76K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 34,964 shares (Direct); Common Stock — 28,838 shares (Indirect, Herzog Living Trust)

Footnotes (1)

1. Reflects aggregate shares withheld for taxes on shares payable on vesting of Restricted Stock Units. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends, restricted stock units and stock units held pursuant to a deferred compensation plan as of December 29, 2025.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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

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

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

1. Name and Address of Reporting Person^*

Herzog James J

(Last) (First) (Middle)

1717 MAIN STREET

MC 6500

(Street)

DALLAS TX 75201

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/29/2025		F		868(1)	D	$87.95	34,964(2)	D
Common Stock								28,838	I	Herzog Living Trust

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

Explanation of Responses:

1. Reflects aggregate shares withheld for taxes on shares payable on vesting of Restricted Stock Units.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends, restricted stock units and stock units held pursuant to a deferred compensation plan as of December 29, 2025.

Remarks:

	/s/ Steven Franklin, on behalf of James J. Herzog through Power of Attorney	12/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Comerica (CMA) report for James J. Herzog?

The Form 4 reports that Senior EVP and CFO James J. Herzog had 868 shares of Comerica common stock disposed of on 12/29/2025 under transaction code F, which the explanation states were shares withheld to cover taxes on the vesting of Restricted Stock Units.

At what price were the withheld Comerica (CMA) shares valued in the Form 4?

The 868 shares of Comerica common stock withheld for taxes in the code F transaction were reported at a price of $87.95 per share.

How many Comerica (CMA) shares does James J. Herzog own after this transaction?

Following the reported transaction, James J. Herzog beneficially owned 34,964 Comerica common shares directly and 28,838 shares indirectly through the Herzog Living Trust as of December 29, 2025.

What does transaction code F mean in this Comerica (CMA) Form 4?

Transaction code F in this Form 4 is explained as shares withheld for taxes on shares payable upon the vesting of Restricted Stock Units.

What types of Comerica (CMA) equity holdings are included in Herzog's reported ownership?

The explanation states that Herzog's reported holdings include shares acquired through employee stock plans, shares purchased with reinvested dividends, restricted stock units, and stock units held under a deferred compensation plan as of December 29, 2025.