Every 8-K that Comerica Incorporated (CMA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CMA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CMA filings page.
Comerica Incorporated has completed its merger into Fifth Third’s structure, ending Comerica’s existence as an independent public company. Comerica merged into Fifth Third Financial Corporation, and its banking subsidiaries were combined into Fifth Third Bank, National Association.
Each share of Comerica common stock was converted into the right to receive 1.8663 shares of Fifth Third common stock, with cash paid instead of fractional shares. Comerica’s Series B preferred stock and related depositary shares converted into economically similar new Fifth Third preferred stock and depositary shares. Comerica’s stock options, restricted stock units, performance units and deferred stock units were converted into Fifth Third equity awards based on the same 1.8663 exchange ratio.
Comerica common and preferred stock will be delisted from the NYSE, and Fifth Third plans to deregister these securities and suspend Comerica’s SEC reporting obligations. All Comerica directors and executive officers left their roles, and three former Comerica directors joined the expanded Fifth Third board. Fifth Third also amended its articles to create a new 400,000-share series of preferred stock to support the preferred stock conversion.
Comerica Incorporated filed a report stating it has released its financial results for the fourth quarter and full year ended December 31, 2025, with full details provided in Exhibit 99.1. These results are being furnished rather than filed, meaning they are not subject to certain liability provisions and are not automatically incorporated into other securities filings. The company also noted that, due to its pending merger with Fifth Third Bancorp, management will not host the usual earnings conference call or webcast to discuss these results.
Comerica Incorporated reported progress on its planned merger with Fifth Third Bancorp. The companies announced that Fifth Third has received approval from the Board of Governors of the Federal Reserve System to acquire Comerica and its banking subsidiaries. This follows earlier approvals from the Office of the Comptroller of the Currency on December 15, 2025 and from both companies’ shareholders on January 6, 2026.
The transaction is structured as a two-step merger of Comerica entities into a Fifth Third subsidiary, followed by bank mergers that will combine Comerica Bank and Comerica Bank & Trust into Fifth Third Bank, National Association. Closing is expected on February 1, 2026, subject to remaining conditions in the merger agreement and typical regulatory and legal risks highlighted in the forward-looking statements section.
Comerica Incorporated held a special meeting of stockholders to vote on its proposed merger with Fifth Third Bancorp under an Agreement and Plan of Merger dated October 5, 2025. Of 127,794,112 common shares outstanding and entitled to vote as of November 24, 2025, a total of 96,557,213 shares were represented, forming a quorum of about 75.5%.
Stockholders approved the Comerica merger proposal with 93,651,601 votes for, 2,795,960 against and 109,652 abstentions. They also approved the Comerica compensation proposal related to the merger, with 54,715,121 votes for, 40,823,085 against and 1,019,007 abstentions. Because there were sufficient votes to adopt the merger agreement, the meeting was not adjourned and proceeded to conclusion.
Comerica and Fifth Third also issued a joint press release announcing these voting results and noted that the merger still depends on regulatory approvals and other closing conditions described in the merger agreement and related risk disclosures.
Comerica Incorporated filed an 8-K to provide supplemental disclosures about its pending all-stock merger with Fifth Third Bancorp and related stockholder litigation. The filing describes how Comerica’s board evaluated strategic alternatives, including preliminary proposals from a “Financial Institution A” valuing Comerica at $78–$84 per share, before favoring Fifth Third’s proposal implying $82.88 per Comerica share based on a 1.8663 exchange ratio and Fifth Third’s then-current price. It summarizes J.P. Morgan’s fairness work, including trading-multiples and dividend-discount analyses that produced standalone value ranges below the implied merger consideration.
The 8-K also details a CEO letter agreement under which Curtis C. Farmer will serve as Vice Chair of Fifth Third and then advisor for up to two years, with annual compensation of $8.75 million, a $10.625 million deferred-compensation credit, and additional $5 million completion and $5 million integration cash awards, plus limited personal aircraft use. Three Comerica directors will join Fifth Third’s board at closing, and Farmer is expected to join the board upon retirement. Comerica notes several stockholder demand letters and lawsuits challenging proxy disclosures and, while disputing their merit, is voluntarily providing this extra information. The filing further reports that the OCC approved the bank merger applications on December 15, 2025 and clarifies a reciprocal $500 million termination fee payable by Comerica only in specified scenarios.
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.
Comerica Incorporated and Fifth Third Bancorp entered an Agreement and Plan of Merger dated October 5, 2025 that contemplates stock consideration and depositary shares representing new preferred stock to be issued in the combined transaction. Completion of the Mergers is conditioned on a number of customary preconditions, including accuracy of each party's representations, material performance of contractual obligations, absence of legal restraints preventing the transactions, and receipt of a counsel opinion that the Merger will qualify as a reorganization under Section 368(a) of the Internal Revenue Code.
A joint S-4 will include a combined proxy statement and a Fifth Third prospectus; related disclosure will also appear in each party's periodic reports and in proxy filings such as Fifth Third's definitive proxy for the 2025 Annual Meeting filed March 4, 2025. Changes in director and executive officer holdings will be reflected through Statements of Change in Ownership on Form 4 filed with the SEC. The filing is signed by Von E. Hays as Senior Executive Vice President and Chief Legal Officer on October 9, 2025.
Comerica Incorporated has entered into a definitive merger agreement with Fifth Third Bancorp. Comerica will merge with Fifth Third Financial Corporation, a wholly owned Fifth Third subsidiary, with Fifth Third Financial Corporation surviving. Immediately afterward, Comerica Holdings Incorporated will also merge into Fifth Third Financial Corporation, which will remain the surviving corporation.
Fifth Third plans to file a Form S-4 registration statement to register shares of its common stock that will be issued to Comerica stockholders, and a joint proxy statement/prospectus will be sent to Comerica stockholders and Fifth Third shareholders for voting on the transaction. The filing highlights numerous risks, including the possibility that expected cost savings and synergies are not fully realized, required regulatory and stockholder approvals or other closing conditions are not obtained, integration proves more difficult or costly than expected, reputational impacts, and dilution from Fifth Third issuing additional common shares in connection with the merger.
Comerica Incorporated (CMA) will present at the 2025 Barclays Global Financial Services Conference on Tuesday, September 9, 2025, with management including the CEO, CFO and Chief Banking Officer speaking and the Director of Investor Relations participating. The presentation begins at 7:30 a.m. ET and will be available live via Comerica's Investor Relations website, with replays and a copy of the presentation slides filed as Exhibit 99.1. The company notes it may discuss material information not contained in the slides and may use the presentation in other investor conversations.
Comerica Incorporated issued and sold 16,000,000 depositary shares, each representing a 1/40th interest in a share of its 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. The Series B carries a stated dividend rate of 6.875% and a liquidation preference of $1,000 per preferred share (equivalent to $25 per depositary share). The offering generated approximately $392.2 million in net proceeds after underwriting discounts and estimated offering expenses.
The company filed a Certificate of Designations amending its charter to establish the Series B rights, and issued the depositary shares pursuant to a Deposit Agreement with Computershare. Holders of the depositary shares are entitled to proportional dividend, voting, redemption and liquidation rights. The Series B includes provisions that restrict the company’s ability to pay dividends on, distribute or repurchase common stock if dividends on the Series B were not declared and either paid or set aside for the immediately preceding dividend period.