Comerica (NYSE: CMA) CFO Herzog reports stock awards and tax withholding

Rhea-AI Filing Summary

Comerica Inc. Senior EVP and CFO James J. Herzog reported equity award activity in the company’s common stock. On January 15, 2026, he acquired 12,308 shares at $0 per share through the vesting of performance restricted stock units (SELTPP Units) that were granted on January 24, 2023 for a three-year performance period ending December 31, 2025. On the same date, 6,285 shares were withheld at $91.51 per share to satisfy tax obligations related to the vesting of restricted stock units and SELTPP Units. Following these transactions, Herzog directly owned 41,004 shares of Comerica common stock and indirectly held 28,838 shares through the Herzog Living Trust as of January 15, 2026.

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

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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)
01/15/2026

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	01/15/2026		A		12,308(1)	A	$0	47,289(2)	D
Common Stock	01/15/2026		F		6,285(3)	D	$91.51	41,004(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. Represents performance restricted stock units ("SELTPP Units") granted to the reporting person on January 24, 2023. The SELTPP units are settled in stock and vest in one installment following certification of results for a three-year performance period ending on December 31, 2025.

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 January 15, 2026.

3. Reflects aggregate shares withheld for taxes on shares payable on vesting of Restricted Stock Units and SELTPP Units.

Remarks:

	/s/ Steven Franklin, on behalf of James J. Herzog through Power of Attorney	01/20/2026
	** 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 transactions did Comerica (CMA) CFO James J. Herzog report?

On January 15, 2026, Comerica Senior EVP and CFO James J. Herzog reported two transactions in common stock: an acquisition of 12,308 shares at $0 per share from vesting performance restricted stock units and a withholding of 6,285 shares at $91.51 per share to cover taxes.

How many Comerica (CMA) shares did the CFO acquire and at what price?

Herzog acquired 12,308 shares of Comerica common stock at $0 per share. These shares came from vested performance restricted stock units (SELTPP Units) granted on January 24, 2023 for a three-year performance period ending December 31, 2025.

Why were some Comerica (CMA) shares withheld in James J. Herzog’s Form 4?

The Form 4 states that 6,285 shares of Comerica common stock were withheld at $91.51 per share. The footnotes explain this reflects aggregate shares withheld for taxes on shares payable upon vesting of Restricted Stock Units and SELTPP Units.

How many Comerica (CMA) shares does the CFO own after these transactions?

After the reported transactions on January 15, 2026, James J. Herzog directly owned 41,004 shares of Comerica common stock and indirectly held 28,838 shares through the Herzog Living Trust.

What are the SELTPP Units mentioned in the Comerica (CMA) Form 4?

The footnotes describe SELTPP Units as performance restricted stock units granted to Herzog on January 24, 2023. These units are settled in stock and vest in one installment after certification of results for a three-year performance period ending on December 31, 2025.

Are any Comerica (CMA) shares held indirectly for James J. Herzog?

Yes. The Form 4 shows an indirect holding of 28,838 shares of Comerica common stock attributed to the Herzog Living Trust, reported as indirect beneficial ownership.