Welcome to our dedicated page for Comerica SEC filings (Ticker: CMA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Comerica Incorporated (NYSE: CMA) provides direct access to the company’s official regulatory disclosures as a publicly traded financial services and commercial banking institution. These documents are a primary source for understanding Comerica’s corporate actions, capital structure, and its pending all-stock merger with Fifth Third Bancorp.
Investors will find current reports on Form 8-K that describe key events, including entry into the Agreement and Plan of Merger with Fifth Third, subsequent joint press releases, and updates on regulatory and shareholder approvals. For example, Comerica’s 8-K filings outline the structure of the merger, the planned sequence of corporate and bank mergers, the exchange ratio for Comerica common stock, and the conditions required for closing. Other 8-Ks report quarterly earnings releases, dividend declarations on common and Series B preferred stock, and the issuance of Series B preferred depositary shares.
Filings also detail capital and securities information, such as the Certificate of Designations for the 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, and the related deposit agreement for the associated depositary shares. These documents explain dividend rights, voting powers, redemption terms and restrictions that apply to common stock dividends and repurchases when preferred dividends are not declared and paid or set aside.
Merger-related filings describe the regulatory approval process and legal framework governing the transaction with Fifth Third. They discuss required approvals from the Federal Reserve, the Office of the Comptroller of the Currency and other regulators, as well as shareholder votes, termination fee provisions and litigation or stockholder demands concerning proxy disclosures. Question-and-answer sections in supplemental proxy-related 8-Ks further explain what happens if the merger is not completed or if stockholders vote against the transaction.
On Stock Titan, these SEC filings are updated in near real time as they are posted to EDGAR. AI-powered summaries can help interpret lengthy documents such as merger agreements, proxy materials, and capital-related filings, highlighting key terms, conditions, and risk factors. Users can quickly identify items related to quarterly results (10-Q), annual reporting (10-K, when referenced), current events (8-K), and securities offerings or preferred stock designations, and use the structured data to analyze how the Comerica–Fifth Third combination and other corporate actions may affect CMA shareholders and preferred holders.
Comerica Incorporated Chairman, President and CEO Curtis C. Farmer, who is also a director, reported a routine tax-related equity transaction. On December 29, 2025, 3,210 shares of Comerica common stock were disposed of at $87.95 per share under transaction code "F," which indicates shares withheld by the company to cover taxes due on the vesting of restricted stock units. After this withholding, Farmer beneficially owned 291,395 shares, including shares acquired through employee stock plans and restricted stock units as of December 29, 2025, all held directly.
Comerica Inc. executive vice president Allysun C. Fleming reported a routine equity transaction involving company stock. On 12/29/2025, 707 shares of Comerica common stock were withheld at a price of $87.95 per share to cover taxes due on the vesting of restricted stock units. This type of transaction is coded as “F,” meaning it is related to tax withholding rather than an open-market sale.
After this tax-related withholding, Fleming beneficially owned 8,109 shares of Comerica common stock. This amount includes shares acquired through employee stock plans, shares purchased with reinvested dividends, and restricted stock units as of December 29, 2025.
Comerica Inc.'s Senior Executive Vice President and Chief Operating Officer, Megan D. Crespi, reported an automatic share withholding related to equity compensation. On December 29, 2025, 1,712 shares of Comerica common stock were withheld at a price of $87.95 per share to cover taxes due on the vesting of Restricted Stock Units.
After this tax withholding, Crespi beneficially owned 44,923 shares of Comerica common stock in direct ownership. The filing notes that this total includes shares acquired through employee stock plans, shares purchased with reinvested dividends, and restricted stock units as of December 29, 2025.
Comerica Inc. reported an insider equity transaction by Senior Executive Vice President and Chief Credit Officer Melinda A. Chausse. On 12/29/2025, 402 shares of Comerica common stock were disposed of at $87.95 per share under transaction code "F," meaning the shares were withheld to cover taxes due on the vesting of restricted stock units rather than sold in an open-market trade.
After this tax withholding, Chausse beneficially owned 61,668 Comerica shares directly as of December 29, 2025. This total includes shares acquired through employee stock plans, shares purchased with reinvested dividends, and restricted stock units.
Comerica Inc. executive J. McGregor Carr reported equity award activity and tax withholding transactions involving Comerica common stock. On December 29, 2025, Carr acquired 4,479 shares at a price of $0, representing performance restricted stock units (SELTPP Units) granted on January 24, 2023 that were settled in stock. These SELTPP Units vest in one installment after results are certified for a three-year performance period ending December 31, 2025, and their vesting and settlement were accelerated by the issuer’s Governance, Compensation and Nominating Committee in connection with the issuer’s previously disclosed proposed merger with Fifth Third for tax purposes.
The filing also shows that 3,228 shares were disposed of at $87.95 per share, reflecting shares withheld to cover taxes due on the vesting of restricted stock units and SELTPP Units. After these transactions, Carr directly beneficially owned 33,222 Comerica shares, including stock acquired through employee plans, dividend reinvestment, and restricted stock units as of December 29, 2025.
Comerica Inc. executive Megan D. Burkhart, SEVP & Chief Administrative Officer, reported a routine equity transaction involving company common stock. On 12/29/2025, 1,454 shares of Comerica common stock were withheld at $87.95 per share, identified as a tax withholding related to the vesting of restricted stock units. After this transaction, she beneficially owned 50,887 shares directly.
The reported holdings include shares acquired through employee stock plans, shares purchased with reinvested dividends, and restricted stock units as of December 29, 2025. No derivative securities transactions were reported in this filing.
Comerica Inc. executive Wendy Bridges reported equity award activity and related tax withholding. On December 29, 2025, she acquired 1,853 shares of common stock at $0, reflecting settlement of performance restricted stock units (SELTPP Units) granted on January 24, 2023. These units are settled in stock and relate to a three-year performance period ending December 31, 2025.
On the same date, 1,482 shares were disposed of at $87.95 to cover taxes due on the vesting of Restricted Stock Units and SELTPP Units. After these transactions, Bridges beneficially owned 25,964 shares of Comerica common stock in direct form, which include shares from employee stock plans, dividend reinvestments, restricted stock units, and stock units in a deferred compensation plan as of December 29, 2025. The issuer's Governance, Compensation and Nominating Committee accelerated vesting and settlement of certain SELTPP Units in connection with a previously disclosed proposed merger with Fifth Third.
Comerica Inc. Executive Vice President Corey R. Bailey reported an automatic share withholding related to equity compensation. On 12/29/2025, 746 shares of common stock were disposed of at $87.95 per share under transaction code “F,” meaning the shares were withheld to cover taxes on the vesting of restricted stock units rather than sold in the open market.
After this tax-related transaction, Bailey beneficially owned 28,467 shares of Comerica common stock directly, including shares acquired through employee stock plans, dividend reinvestment, and restricted stock units as of December 29, 2025.
HoldCo Asset Management, a Florida-based investment firm with approximately $2.6 billion in regulatory assets under management, has filed an exempt solicitation and released a presentation to the board of Comerica Inc. opposing Comerica’s planned merger with Fifth Third. HoldCo urges shareholders to vote “NO,” arguing that Comerica’s recently expanded background disclosures on the merger process reinforce its view that the sale was rushed, heavily influenced by concerns over a potential proxy contest, and overly favorable to CEO Mr. Farmer’s compensation and post‑closing role.
HoldCo highlights that Comerica’s amended proxy added roughly 2,200 words of new “Background of the Mergers” disclosure and cites proxy advisory firm ISS commentary acknowledging that earlier disclosure was limited and that HoldCo’s campaign helped prompt both a sale process and additional information. HoldCo contends that only 17 days elapsed between initial merger discussions and signing, that an alternative proposal from “Institution A” was not fully pursued, and that rejecting the current terms could lead to improved offers because the merger agreement requires Comerica and Fifth Third to use reasonable best efforts to restructure and resubmit the transaction.
Comerica Incorporated is providing supplemental disclosure about its pending all-stock merger with Fifth Third Bancorp and related bank mergers. The filing explains stockholder demand letters and two lawsuits claiming the original proxy lacked certain details; Comerica denies these claims but is voluntarily adding information to reduce delay and expense.
The supplement expands the background of deal negotiations, including an alternative proposal from another bank at $78–$84 per share and Fifth Third’s final exchange ratio of 1.8663 shares, implying $82.88 per Comerica share based on an October 3, 2025 price. It details J.P. Morgan’s valuation work and a dividend discount analysis supporting the fairness opinion, plus a letter agreement giving CEO Curtis Farmer a Vice Chair and advisory role at Fifth Third with specified cash, deferred compensation, and fees.
The filing confirms that three Comerica directors will join Fifth Third’s board, that Farmer will later join the board, and notes OCC approval on December 15, 2025 of the national bank mergers. It also clarifies when Comerica would owe a $500 million termination fee and reiterates extensive forward‑looking risk factors around closing and integration.