[8-K] COMERICA INC Reports Material Event

Rhea-AI Filing Summary

Comerica Incorporated (CMA) announced it has released financial results for the quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1, which contains the detailed quarterly information.

Management will not conduct an earnings conference call or webcast due to the pending merger with Fifth Third Bancorp. The disclosed information under Items 2.02 and 7.01 is being furnished.

Insights

Bank M&A and Disclosure Analyst

Results furnished; no call amid pending Fifth Third merger.

Comerica released quarterly results for the period ended September 30, 2025, via Exhibit 99.1. This aligns with standard practice of furnishing earnings details through an attachment rather than embedding full figures in the 8-K body.

The decision to skip an earnings call is tied to the pending merger with Fifth Third Bancorp. This keeps communications streamlined during a transaction process and avoids incremental commentary beyond the furnished release.

Investor takeaways depend on the metrics inside Exhibit 99.1; today’s filing confirms the results availability and notes the absence of a call, without altering financial guidance or terms in the provided excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 2025

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware			1-10706			38-1998421
------------			------------			------------
(State or other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification Number)

Comerica Bank Tower

1717 Main Street, MC 6404

Dallas, Texas 75201

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(Address of principal executive offices) (zip code)

(833) 571-0486

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(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $5 par value

CMA

New York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B

CMA PrB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         ☐

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Comerica Incorporated (“Comerica”) today released its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

ITEM 7.01    REGULATION FD DISCLOSURE.

Due to the pending merger with Fifth Third Bancorp, management will not conduct an earnings conference call or webcast.

The information in Item 2.02 and Item 7.01 of this report (including Exhibit 99.1) is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

    (d) Exhibits

99.1 Press Release dated October 17, 2025

104 The cover page from Comerica's Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

        COMERICA INCORPORATED

By:			/s/ Von E. Hays
Name:			Von E. Hays
Title:			Senior Executive Vice President and
			Chief Legal Officer

Date: October 17, 2025

FAQ

What did Comerica (CMA) disclose in this 8-K?

Comerica released financial results for the quarter ended September 30, 2025, furnished via Exhibit 99.1.

Will Comerica (CMA) host an earnings call for this quarter?

No. Management will not conduct an earnings conference call or webcast due to the pending merger with Fifth Third Bancorp.

Where can I find the detailed quarterly results for Comerica (CMA)?

The detailed results are in the press release furnished as Exhibit 99.1.

Which period do the released results cover for Comerica (CMA)?

The results cover the quarter ended September 30, 2025.

How is the information in this 8-K treated legally?

The information in Items 2.02 and 7.01 (including Exhibit 99.1) is being furnished, not filed.

What securities of Comerica are listed on the NYSE?

Common Stock (CMA) and Depositary Shares representing a 1/40th interest in Series B Preferred (CMA PrB).