Comerica (NYSE: CMA) CFO reports new stock awards and holdings

Rhea-AI Filing Summary

Comerica Inc. Senior EVP and CFO James J. Herzog reported equity awards in the form of common stock. On January 27, 2026, he acquired 15,565, 14,165, and 15,835 shares of common stock at $0 per share, reflecting the settlement of restricted stock unit awards.

Two of these awards relate to performance restricted stock units (SELTPP Units) originally granted in January 2024 and January 2025, after the issuer’s Governance, Compensation and Nominating Committee certified performance results in connection with a previously disclosed proposed merger with Fifth Third. The third award consists of restricted stock units under Comerica’s Long-Term Incentive Plan.

Following these awards, Herzog directly beneficially owns 86,569 shares of Comerica common stock and indirectly beneficially owns 28,838 shares through the Herzog Living Trust.

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)
01/27/2026

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	01/27/2026		A		15,565(1)	A	$0	56,569(2)	D
Common Stock	01/27/2026		A		14,165(3)	A	$0	70,734(2)	D
Common Stock	01/27/2026		A		15,835(4)	A	$0	86,569(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 23, 2024. In connection with the issuer's previously disclosed proposed merger with Fifth Third, the issuer's Governance, Compensation and Nominating Committee certified the performance results.

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 27, 2026.

3. Represents SELTPP Units granted to the reporting person on January 28, 2025. In connection with the issuer's previously disclosed proposed merger with Fifth Third, the issuer's Governance, Compensation and Nominating Committee certified the performance results.

4. Restricted stock units awarded under Issuer's Long-Term Incentive Plan.

Remarks:

	/s/ Steven Franklin, on behalf of James J. Herzog through Power of Attorney	01/29/2026
	** 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.
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FAQ

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

Comerica reported that CFO James J. Herzog received common stock through equity awards. On January 27, 2026, he acquired 15,565, 14,165 and 15,835 shares at $0 per share, reflecting the settlement of performance and long-term incentive restricted stock units.

How many Comerica (CMA) shares does CFO James J. Herzog own after this Form 4?

After these transactions, James J. Herzog directly beneficially owns 86,569 Comerica common shares. He also indirectly beneficially owns 28,838 additional shares through the Herzog Living Trust, giving investors a clearer picture of his total reported equity stake in the company.

What are SELTPP performance units referenced in the Comerica (CMA) Form 4?

The Form 4 states that SELTPP Units are performance restricted stock units granted to Herzog in January 2024 and January 2025. Shares were delivered after Comerica’s Governance, Compensation and Nominating Committee certified performance results related to a previously disclosed proposed merger with Fifth Third.

Were the Comerica (CMA) shares acquired by the CFO purchased for cash?

No cash purchase was reported. The Form 4 shows three acquisitions of Comerica common stock at a price of $0 per share. These reflect stock delivered upon settlement of previously granted restricted stock and performance units, not open-market purchases for cash consideration.

What indirect holdings of Comerica (CMA) stock are reported for CFO Herzog?

In addition to his direct holdings, the filing reports 28,838 Comerica common shares held indirectly through the Herzog Living Trust. This indirect position is disclosed separately from the 86,569 shares he holds directly, clarifying the structure of his reported beneficial ownership.

How are Comerica (CMA) long-term incentive awards reflected in this Form 4?

One of the reported acquisitions represents restricted stock units awarded under Comerica’s Long-Term Incentive Plan. On January 27, 2026, these units converted into 15,835 shares of common stock at no cash cost, increasing CFO James J. Herzog’s directly owned share count.