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 Inc. (CMA) disclosed insider activity: Senior EVP and CFO James J. Herzog executed multiple employee stock option exercises on 11/07/2025 (transaction code M), acquiring common stock in lots of 912 at $67.66, 2,495 at $63.15, 4,060 at $56.79, 5,655 at $60.12, 3,172 at $71.16, and 1,977 at $53.96.
He reported a disposition of 15,821 shares at $78.89 (transaction code F), which the filing explains reflects aggregate shares withheld for payment of the exercise price and to satisfy tax withholding obligations.
Following these transactions, his direct beneficial ownership stood at 35,832 common shares, with an additional 28,838 shares held indirectly via the Herzog Living Trust.
Comerica Inc. (CMA) insider activity: Sr EVP & Chief Credit Officer Melinda A. Chausse exercised employee stock options for 2,450 shares at $32.97 on 10/30/2025 (Code M). The filing also shows 1,600 shares disposed at $77.09 (Code F), reflecting shares withheld to cover the exercise price and tax obligations. Following these transactions, she directly owned 61,136 shares. A 2017 option grant was fully exercised; additional option grants remain outstanding with expirations from 2027 to 2034.
Comerica (CMA) reported insider activity by its Chairman, President and CEO. On 10/29/2025, the insider gifted 6,430 shares of common stock (Code G) to a charitable donor advised fund. The same day, the insider exercised 5,648 employee stock options at $32.97 per share (Code M) and had 3,694 shares withheld to cover the exercise price and tax obligations at a value of $76.77 per share (Code F).
Following these transactions, the insider beneficially owned 294,605 common shares directly. The filing also lists remaining vested/unvested employee stock options across multiple grants with stated exercise prices and expiration dates.
Comerica Inc. (CMA) reported an insider equity transaction by Senior EVP and CFO James J. Herzog. On 10/28/2025, he exercised employee stock options to acquire 584 shares at $32.97 and had 381 shares withheld at $77.63 for exercise price and tax obligations.
Following these transactions, he directly held 33,382 common shares. In addition, 28,838 shares were held indirectly via the Herzog Living Trust. The exercised options were from a grant originally dated 01/26/2017 with an expiration of 01/26/2026.
Comerica Incorporated reported Q3 2025 net income of $176 million, slightly below $184 million a year earlier, while diluted EPS was $1.35 versus $1.33. For the first nine months, net income rose to $547 million from $528 million and diluted EPS increased to $4.01 from $3.80.
Net interest income improved to $574 million from $534 million in Q3 2024, but a higher provision for credit losses and increased noninterest expenses kept pretax income roughly flat at $227 million versus $235 million. Total loans were $50.9 billion and deposits $62.6 billion, both modestly below year-end 2024 levels, while nonaccrual loans declined to $258 million from $308 million.
Shareholders’ equity rose to $7.4 billion from $6.5 billion at December 31, 2024, helped by earnings and a smaller accumulated other comprehensive loss of $2.3 billion. The company redeemed $400 million of 5.625% Series A preferred stock on July 1, 2025 and issued $400 million of 6.875% Series B preferred stock on August 11, 2025, while also repurchasing common shares and maintaining a quarterly dividend of $0.71 per common share.
The Bank of New York Mellon Corporation filed a Schedule 13G reporting beneficial ownership of 7,291,514 shares of Comerica Inc. (CMA) common stock, representing 5.7% of the class as of 09/30/2025.
The filing lists sole voting power over 4,489,223 shares and shared voting power over 5,988 shares. It reports sole dispositive power over 4,660,782 shares and shared dispositive power over 2,630,732 shares.
All securities are held by BNY Mellon and subsidiaries in various fiduciary capacities; another entity in each instance is entitled to dividends or sale proceeds, and no other person’s interest exceeds 5%. The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
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 Inc. (CMA) disclosed an insider transaction on a Form 4. SEVP – Chief Risk Officer Kristina E. Janssens reported an F code transaction on 10/13/2025 for 702 shares of common stock at $77.37, reflecting shares withheld for taxes upon RSU vesting.
After the transaction, she beneficially owns 9,243 shares, held directly.
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.
Institutional investors led by Millennium entities and Integrated Core Strategies report shared ownership of Comerica Incorporated common stock equal to roughly 3.6% of the class. The filings show Integrated Core Strategies (US) LLC reports beneficial ownership of 4,581,913 shares with shared voting and dispositive power, while Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each report shared voting and dispositive power over 4,608,328 shares. The reports identify these positions as held with shared voting and dispositive authority rather than sole control.
The parties submitted a joint filing agreement and certify the holdings are not intended to influence control of Comerica. The disclosure clarifies ownership scale (each filer at about 3.6%) and the governance role as shared voting/dispositive power for investor transparency.