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’s Chairman, President and CEO Curtis C. Farmer reported the disposition of his Comerica common stock and stock options in connection with the company’s completed merger with Fifth Third Bancorp.
At the Effective Time of the merger on February 1, 2026, each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock. Farmer’s Form 4 shows 487,088 shares of Comerica common stock and multiple employee stock option awards reported as disposed at a price of $0, reflecting their conversion rather than a market sale.
According to the footnotes, all of Farmer’s Comerica equity awards were converted into equivalent Fifth Third equity or Fifth Third common stock under the merger agreement, and he no longer beneficially owns any Comerica common shares. Fifth Third common stock last traded at $50.22 per share on the Nasdaq before the Effective Time.
Comerica Inc. Executive Vice President Allysun C. Fleming reported the conversion of her equity holdings in connection with Comerica’s merger with Fifth Third Bancorp. On February 1, 2026, her 19,565 shares of Comerica common stock were disposed of as each Comerica share was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time.
In addition, Fleming’s employee stock options for 549 and 1,343 shares of Comerica common stock were similarly disposed of at a reported price of $0 and converted into corresponding options on Fifth Third common stock under the merger agreement. Following these transactions, she no longer beneficially owns any Comerica common shares. The last Nasdaq closing price for Fifth Third common stock before the effective time was $50.22 per share.
Comerica Inc. has had its common stock and depositary shares, each representing a 1/40th interest in its 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, removed from listing and/or registration on the New York Stock Exchange LLC under Section 12(b) of the Exchange Act.
The NYSE certifies that it has complied with its own rules and the requirements of SEC Rule 12d2-2 for striking these securities from listing or withdrawing their registration, and notes that Comerica has complied with the Exchange’s rules and applicable SEC requirements for voluntary withdrawal.
Comerica Incorporated files a post-effective amendment to its automatic shelf registration statement on Form S-3 to deregister all securities that were registered but remained unsold or unissued. This action follows the completion of its merger into Fifth Third Financial Corporation, a wholly owned subsidiary of Fifth Third Bancorp.
After the mergers, Fifth Third Financial Corporation survived as the continuing corporation, and the prior shelf offerings under Comerica’s registration statement were terminated. The amendment formally removes any remaining Comerica common stock and other previously registered securities and terminates the effectiveness of the shelf registration.
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 Inc. Executive Vice President Larry E. Franco reported stock awards on January 27, 2026. He received 2,755 shares of common stock at a price of $0, representing performance restricted stock units originally granted on January 28, 2025 after performance results were certified in connection with Comerica’s proposed merger with Fifth Third.
He also acquired 3,695 additional restricted stock units under Comerica’s Long-Term Incentive Plan at $0. Following these awards, Franco directly beneficially owned 10,641 shares of Comerica common stock, including shares from employee stock plans, dividend reinvestment, and restricted stock units as of January 27, 2026.
Comerica Inc. executive Mauricio A. Ortiz received multiple stock awards tied to prior performance grants and incentive plans. On January 27, 2026, he acquired 3,430, 2,910, and 3,905 shares of common stock at $0 per share, reflecting vested performance and restricted stock units.
The filing explains that two of the awards come from previously granted performance restricted stock units (SELTPP Units) whose results were certified in connection with Comerica’s proposed merger with Fifth Third. Following these transactions, Ortiz directly beneficially owned 26,320 Comerica shares as of January 27, 2026, including shares from employee plans, dividend reinvestment, and restricted stock units.
Comerica Inc. executive James H. Weber reported stock awards that increased his direct common stock holdings. On January 27, 2026, he acquired 3,565, 3,030, and 4,065 shares of Comerica common stock at a stated price of $0 per share, reflecting restricted and performance-based stock unit vesting.
Following these awards, Weber directly beneficially owned 31,203 shares of Comerica common stock as of January 27, 2026. Some of the awards relate to performance restricted stock units tied to earlier grants and to the issuer’s previously disclosed proposed merger with Fifth Third, as certified by the Governance, Compensation and Nominating Committee.
Comerica Inc. executive Peter L. Sefzik reported multiple stock awards. On January 27, 2026, he acquired 15,565, 15,110, and 16,890 shares of Comerica common stock at $0 per share, reflecting the settlement of performance-based and time-based restricted stock units.
Some awards relate to performance restricted stock units (SELTPP Units) granted in January 2024 and January 2025, for which the Governance, Compensation and Nominating Committee certified performance results in connection with Comerica’s previously disclosed proposed merger with Fifth Third. Following these awards, Sefzik directly owned 101,877 Comerica shares, including shares from employee stock plans, dividend reinvestment, and restricted stock units.
Comerica Inc. Executive Vice President Michael T. Ritchie reported stock awards of common shares on January 27, 2026. He received 6,785 performance-based restricted stock units from a January 23, 2024 grant, 5,760 similar units from a January 28, 2025 grant, and 6,440 restricted stock units under the issuer's Long-Term Incentive Plan, all at a per-share price of $0.
After these awards, he beneficially owned 58,849 common shares, including shares from employee stock plans, dividend reinvestment, restricted stock units, and a deferred compensation plan as of January 27, 2026. The performance-based units were certified by Comerica's Governance, Compensation and Nominating Committee in connection with the previously disclosed proposed merger with Fifth Third.