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.
Comerica Incorporated filings document the completed merger transactions that ended Comerica's separate corporate existence and changed the status of its public securities. The record includes Form 8-K material-event reports, a Form 25 for removal of common stock and Series B depositary shares from NYSE listing and registration, and Form 15 notices covering termination or suspension of Exchange Act reporting obligations.
The filings also describe Comerica's capital structure, including common stock and depositary shares representing interests in 6.875% fixed-rate reset non-cumulative perpetual preferred stock, Series B. Earlier disclosure categories include material agreements, shareholder voting matters, governance matters, operating and financial results, and other capital-structure updates.
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 Inc. Executive Vice President James H. Weber reported a routine equity transaction involving company common stock. On 12/29/2025, 349 shares of Comerica common stock were withheld at a price of $87.95 per share, coded as an "F" transaction, which typically reflects shares withheld to cover tax obligations on equity awards.
Following this transaction, Weber beneficially owned 19,239 shares of Comerica Inc. common stock in direct form. The explanation notes that this figure 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 Banking Officer Peter L. Sefzik. On December 29, 2025, 2,382 shares of common stock were disposed of at $87.95 per share under transaction code "F," which indicates shares were withheld to cover taxes on the vesting of restricted stock units. Following this tax withholding, Sefzik beneficially owned 44,943 Comerica shares. The footnotes explain 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. Executive Vice President Michael T. Ritchie reported a routine share disposition related to equity compensation. On 12/29/2025, he disposed of 472 shares of Comerica common stock at $87.95 per share, coded "F," which indicates shares withheld to cover taxes on the vesting of restricted stock units. Following this tax withholding transaction, he beneficially owned 37,384 shares directly. The filing notes that this total includes shares acquired through employee stock plans, dividend reinvestment, restricted stock units, and stock units under a deferred compensation plan as of December 29, 2025.
Comerica Inc.'s EVP & Chief Accounting Officer, Mauricio A. Ortiz, reported an insider transaction involving common stock on December 29, 2025. The filing shows 863 shares of common stock were disposed of at a price of $87.95 per share, identified with transaction code "F". After this transaction, Ortiz beneficially owned 14,043 shares of Comerica common stock in direct form.
The explanation notes that the 863 shares reflect stock withheld to cover taxes on shares payable upon the vesting of Restricted Stock Units, and that the total beneficial ownership figure includes shares acquired through employee stock plans, shares purchased with reinvested dividends, and restricted stock units as of December 29, 2025.
Comerica Incorporated executive Christine M. Moore, EVP and Chief Audit Executive, reported a routine insider transaction. On December 29, 2025, 351 shares of Comerica common stock were withheld at $87.95 per share to cover taxes due on the vesting of restricted stock units. After this withholding, she beneficially owned 31,096 shares of Comerica stock, including shares from employee stock plans, dividend reinvestment, restricted stock units, and stock units in a deferred compensation plan as of December 29, 2025.
Comerica Inc. Executive Vice President Bruce Mitchell reported an automatic share withholding related to equity compensation. On 12/29/2025, Mitchell had 1,184 shares of Comerica common stock withheld, coded as an "F" transaction, at a price of $87.95 per share. This type of transaction reflects shares withheld to cover taxes on the vesting of restricted stock units.
After this transaction, Mitchell beneficially owned 19,192 shares of Comerica common stock in direct form. 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. executive reports routine share withholding for taxes. On December 29, 2025, SEVP and Chief Risk Officer Kristina E. Janssens had 526 shares of Comerica common stock withheld and disposed of at $87.95 per share, coded as an "F" transaction. This reflects shares withheld to cover taxes on stock delivered from vesting restricted stock units.
After this tax withholding, she beneficially owned 8,717 shares of Comerica common stock in direct ownership, which includes restricted stock units as of December 29, 2025. The filing is made by one reporting person and appears to document a standard equity compensation and tax-settlement event rather than an open-market trade.
Comerica Inc.'s Senior EVP and CFO James J. Herzog reported a Form 4 transaction dated 12/29/2025. The filing shows the disposal of 868 shares of common stock at $87.95 per share under transaction code F, which the explanation states reflects shares withheld for taxes on shares payable on vesting of Restricted Stock Units.
After this tax withholding, Herzog beneficially owned 34,964 common shares directly, and 28,838 shares indirectly through the Herzog Living Trust as of December 29, 2025. The filing notes that these holdings include shares acquired through employee stock plans, dividend reinvestment, restricted stock units, and stock units in a deferred compensation plan.
Comerica Inc. senior executive reports tax-related share withholding
Comerica Inc. officer Von E. Hays, Sr EVP and Chief Legal Officer, reported a transaction involving company common stock dated December 29, 2025. The filing shows 932 shares of common stock were disposed of at a price of $87.95 per share, coded as an "F" transaction, which indicates shares withheld to cover taxes on the vesting of restricted stock units. Following this tax withholding event, Hays beneficially owned 22,348 Comerica shares in direct ownership, including shares acquired through employee stock plans, dividend reinvestment, and restricted stock units as of December 29, 2025.