Herzog James J 4

Accession 0001788807-26-000002

CIK 0000028412other

Filed

Jan 19, 7:00 PM ET

Accepted

Jan 20, 4:20 PM ET

Size

7.6 KB

Accession

0001788807-26-000002

AI-generated summary of this filing

Updated Jan 21, 2026

Comerica CFO James Herzog Receives Award, Sells 6,285 Shares

What Happened

James J. Herzog, Senior EVP and Chief Financial Officer of Comerica Inc. (CMA), received 12,308 performance-based restricted stock units (settled in shares) and, concurrently, 6,285 shares were withheld/sold to cover taxes at $91.51 per share, generating proceeds of $575,140. The acquisition is reported as an award/settlement; the share disposition is tax withholding.

Key Details

Transaction date: January 15, 2026.
Award: 12,308 shares acquired @ $0.00 (settlement of SELTPP performance units).
Tax withholding/disposition: 6,285 shares disposed @ $91.51 = $575,140.
Shares owned after transaction: not specified in the excerpt; filing notes holdings include employee plan shares, dividend reinvestment, RSUs and deferred compensation units (see footnote F2).
Footnotes: F1 — SELTPP units were originally granted Jan 24, 2023 and vest/settle in one installment after certification of a three-year performance period ending Dec 31, 2025. F3 — the 6,285-share disposition reflects aggregate shares withheld for taxes on vesting. F2 — total holdings include various employee plan and deferred compensation balances.
Filing: Form 4 filed Jan 20, 2026 for a Jan 15, 2026 transaction; filing is timely (filed within required business-day window).

Context

These transactions reflect settlement of performance-restricted stock units and routine tax withholding (a common administrative step), not an open-market trading decision. The award increases beneficial holdings while the withheld shares were used solely to satisfy tax obligations.

Form 4

Period: 2026-01-15

Senior EVP and CFO

Transactions

Award
Common Stock
[F1][F2]
2026-01-15+12,308→ 47,289 total
Tax Payment
Common Stock
[F3][F2]
2026-01-15$91.51/sh−6,285$575,140→ 41,004 total

Holdings

Footnotes (3)

[F1]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.
[F2]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.
[F3]Reflects aggregate shares withheld for taxes on shares payable on vesting of Restricted Stock Units and SELTPP Units.

Signature

/s/ Steven Franklin, on behalf of James J. Herzog through Power of Attorney|2026-01-20

1 file

COMERICA INC

CIK 0000028412

Entity typeother