Comerica Inc. Files 8-K on Security Holder Rights and Bylaws
| Field | Detail |
|---|---|
| Company | Comerica Inc /New/ |
| Form Type | 8-K |
| Filed Date | Aug 12, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $5, $1,000, $25, $392.2 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update
Related Tickers: CMA
TL;DR
Comerica filed an 8-K on Aug 7th, changes to shareholder rights and bylaws are coming.
AI Summary
Comerica Incorporated filed an 8-K on August 12, 2025, reporting events that occurred on August 7, 2025. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also lists "Other Events" and "Financial Statements and Exhibits" as information items.
Why It Matters
This filing signals potential changes in how Comerica's securities are structured or governed, which could impact investors' rights and the company's operational framework.
Risk Assessment
Risk Level: medium — Changes to security holder rights and bylaws can introduce new risks or alter existing ones for investors.
Key Players & Entities
- Comerica Inc. (company) — Registrant
- August 7, 2025 (date) — Earliest event reported
- August 12, 2025 (date) — Filing date
- Delaware (jurisdiction) — State of Incorporation
FAQ
What specific material modifications were made to the rights of Comerica Inc.'s security holders?
The filing indicates "Material Modifications to Rights of Security Holders" as an item, but the specific details of these modifications are not provided in the provided text.
What amendments were made to Comerica Inc.'s articles of incorporation or bylaws?
The filing lists "Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year" as an item, but the specific amendments are not detailed in the provided text.
What are the "Other Events" reported by Comerica Inc. on August 7, 2025?
The filing notes "Other Events" as an item, but the nature of these events is not specified in the provided text.
When was Comerica Inc. incorporated and in which jurisdiction?
Comerica Inc. was incorporated in Delaware, as indicated by the filing.
What is the SEC file number for Comerica Inc.'s 8-K filing?
The SEC file number for this 8-K filing is 001-10706.
Filing Stats: 1,303 words · 5 min read · ~4 pages · Grade level 11.9 · Accepted 2025-08-12 16:16:15
Key Financial Figures
- $5 — ange on which registered Common Stock, $5 par value CMA New York Stock Exchan
- $1,000 — share, with a liquidation preference of $1,000 per share (equivalent to $25 per Deposi
- $25 — ence of $1,000 per share (equivalent to $25 per Depositary Share) (the "Series B Pr
- $392.2 m — 00 Depositary Shares were approximately $392.2 million, after deducting the underwriting
Filing Documents
- d10770d8k.htm (8-K) — 35KB
- d10770dex11.htm (EX-1.1) — 157KB
- d10770dex42.htm (EX-4.2) — 190KB
- d10770dex51.htm (EX-5.1) — 14KB
- g10770g0808012732947.jpg (GRAPHIC) — 4KB
- g10770g0808012735555.jpg (GRAPHIC) — 1KB
- g10770g0808012735842.jpg (GRAPHIC) — 3KB
- 0001193125-25-178963.txt ( ) — 649KB
- cma-20250807.xsd (EX-101.SCH) — 4KB
- cma-20250807_def.xml (EX-101.DEF) — 14KB
- cma-20250807_lab.xml (EX-101.LAB) — 24KB
- cma-20250807_pre.xml (EX-101.PRE) — 15KB
- d10770d8k_htm.xml (XML) — 6KB
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 1.1 Underwriting Agreement, dated August 4, 2025, by and among Comerica Incorporated and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC as representatives of the several underwriters named in Schedule 1 thereto. 3.1 Certificate of Designations of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, dated August 7, 2025, of Comerica Incorporated (filed as Exhibit 3.3 to the Registration Statement on Form 8-A filed on August 8, 2025, and incorporated herein by reference). 4.1 Form of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B Certificate of Comerica Incorporated (included as Exhibit A to Exhibit 3.1). 4.2 Deposit Agreement, dated August 11, 2025, by and among Comerica Incorporated, Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts issued thereunder. 4.3 Form of Depositary Receipt (included as Exhibit A to Exhibit 4.2). 5.1 Opinion of Haynes and Boone, LLP. 23.1 Consent of Haynes and Boone, LLP (included in Exhibit 5.1). 104 The cover page from Comerica's Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMERICA INCORPORATED By: /s/ Von E. Hays Name: Von E. Hays Title: Senior Executive Vice President and Chief Legal Officer Date: August 12, 2025