Form 4: Comerica CFO Herzog Reports Routine Stock Transactions

Comerica's Senior EVP and CFO, James J. Herzog, reported the acquisition of performance-based stock units and the disposition of shares for tax withholding.

Summary

• James J. Herzog, Senior EVP and CFO and Director of Comerica Inc. (CMA), reported transactions involving company common stock.
• On January 15, 2026, Herzog acquired 12,308 shares of Common Stock, representing performance restricted stock units (SELTPP Units) granted on January 24, 2023. These 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.
• On the same date, Herzog disposed of 6,285 shares of Common Stock at a price of $91.51 per share. This disposition reflects shares withheld for taxes upon the vesting of Restricted Stock Units and SELTPP Units.
• Following these transactions, Herzog beneficially owns 41,004 shares directly and 28,838 shares indirectly through the Herzog Living Trust.
• The direct beneficial ownership of 47,289 shares prior to the tax withholding included 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.

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions, including the vesting of performance-based stock units and the subsequent disposition of shares for tax withholding. This is an expected part of executive compensation and does not indicate significant positive or negative news beyond the ordinary course of business.

Positives

• The acquisition of 12,308 performance restricted stock units aligns management's incentives with long-term company performance.
• The vesting of performance-based units indicates the achievement of prior performance targets.

Negatives

• The disposition of 6,285 shares for tax withholding reduces the direct beneficial ownership of the executive.

Future Outlook

The performance restricted stock units (SELTPP Units) granted on January 24, 2023, are expected to vest in one installment following the certification of results for a three-year performance period ending on December 31, 2025.

Industry Context

This filing details a routine insider transaction related to executive compensation and tax obligations, which is common across publicly traded companies. It does not provide broader industry trends or competitive insights.

Stakeholder Impact

• Shareholders: Minor impact. The vesting of performance units aligns executive interests with shareholder value, while tax-related dispositions are routine.
• Employees: No direct impact on general employees.
• Customers/Suppliers/Creditors: No direct impact.

Next Steps

• Certification of results for the three-year performance period ending December 31, 2025, which will finalize the vesting of SELTPP Units.

Key Dates

Keywords

Comerica Inc, CMA, James J. Herzog, insider transaction, Form 4, stock units, performance restricted stock, executive compensation, beneficial ownership, tax withholding