WEBER JAMES HARRY 4

What Happened James H. Weber, Executive Vice President of Comerica Inc. (CMA), exercised stock options that resulted in the acquisition of 8,798 shares on January 22, 2026, and immediately sold those 8,798 shares in the open market. The exercises involved multiple option lots with exercise prices and cash paid as follows:

• 1,335 shares @ $67.66 = $90,326
• 543 shares @ $53.96 = $29,300
• 1,375 shares @ $80.17 = $110,234
• 2,475 shares @ $63.15 = $156,296
• 2,130 shares @ $60.12 = $128,056
• 940 shares @ $71.16 = $66,890
  Total cash paid to exercise: $581,102. The shares were sold the same day in multiple transactions at prices between $97.81 and $98.21 (weighted average $98.04) for total proceeds of $862,556 (net proceeds ≈ $281,454).

Key Details

• Transaction date: January 22, 2026; Form 4 filed January 23, 2026 (appears timely).
• Exercises (code M) converted options into 8,798 shares; corresponding derivative entries show $0.00 proceeds for the conversion lines.
• Open-market sale (code S): 8,798 shares sold; weighted average sale price $98.04; price range $97.81–$98.21 (footnote F2).
• Shares owned after the transactions are not itemized on the form; footnote F1 states reported holdings include employee plan shares, reinvested dividends, and RSUs as of Jan 22, 2026.
• Footnote F3 notes the options vest in four equal annual installments (based on original grant).

Context This was effectively a cashless exercise: options were exercised (insider paid exercise prices totaling $581,102) and the resulting shares were immediately sold in the market for $862,556. Such transactions are commonly used to cover exercise costs and tax withholding; they are routine insider liquidity events and do not by themselves indicate a change in insider sentiment. The filer offered to provide a breakdown of the number of shares sold at each price within the reported range if requested (F2).