Herzog James J 4

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.