Herzog James J 4

What Happened

• James J. Herzog, Senior EVP and Chief Financial Officer of Comerica Inc. (CMA), was reported as acquiring three equity awards on January 27, 2026 totaling 45,565 shares: 15,565 shares, 14,165 shares, and 15,835 shares. Each award is reported at $0.00 per share (typical for restricted or performance-based units), so the Form 4 shows $0 total purchase price. These were grants/awards (transaction code A), not open-market purchases or sales.

Key Details

• Transaction dates and prices: all reported as acquisitions on 2026-01-27 at $0.00 per share.
• Total shares in this filing: 45,565 units (15,565 + 14,165 + 15,835).
• Shares owned after transaction: not specified in the Form 4.
• Notable footnotes:
  • F1: Some units are SELTPP (performance restricted stock units) granted Jan 23, 2024; performance results were recently certified in connection with the issuer's previously disclosed proposed merger with Fifth Third.
  • F3: Some SELTPP Units were granted Jan 28, 2025 and similarly certified.
  • F2/F4: Includes other employee plan holdings and restricted stock units under the issuer’s Long-Term Incentive Plan.
• Filing timeliness: Form 4 was filed on 2026-01-29 for transactions on 2026-01-27; this appears to be timely (within the usual 2-business-day SEC reporting window).

Context

• These entries are awards/grants (compensation vesting or certification of performance-based units), not purchases or sales; they reflect equity-based pay rather than an insider expressing a buy or sell view. Performance restricted units (SELTPP) only convert to shares if performance conditions are met or certified, so actual share delivery/value may depend on plan terms and merger outcomes.