Comerica Inc. Files 8-K for Other Events

TL;DR

Comerica filed an 8-K for 'Other Events' - no specific details yet, check full filing.

AI Summary

On December 17, 2025, Comerica Inc. filed an 8-K report detailing "Other Events." The filing does not specify any material events, agreements, or changes that would significantly impact the company's operations or financial standing. It serves as a notification of events that are not otherwise covered by the standard 8-K items.

Why It Matters

This filing indicates that Comerica Inc. has experienced events not covered by typical 8-K reporting categories, requiring disclosure to the SEC. Investors should review the full filing for any nuances.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of 'Other Events' without any specific negative or positive material information provided.

Key Players & Entities

• Comerica Inc. (company) — Registrant
• December 17, 2025 (date) — Date of earliest event reported
• 1717 Main Street (location) — Principal executive offices address
• Dallas, Texas (location) — Principal executive offices city and state

FAQ

Key Financial Figures

• $5 — ange on which registered Common Stock, $5 par value CMA New York Stock Exchan
• $500 million — ain circumstances, a termination fee of $500 million will be payable by either Fifth Third o
• $78 — erica's common stock at a range between $78 and $82 per share. The Chief Executive
• $82 — common stock at a range between $78 and $82 per share. The Chief Executive Officer
• $80 — ve pricing level within a range between $80 and $84 per share if Comerica would agr
• $84 — ng level within a range between $80 and $84 per share if Comerica would agree to en
• $87 — common stock at a range between $84 and $87 per share based on Fifth Third's stock
• $86 — mplied a transaction price per share of $86 to $88 based on the then-current tradin
• $88 b — a transaction price per share of $86 to $88 based on the then-current trading prices

Filing Documents

• d942745d8k.htm (8-K) — 174KB
• 0001193125-25-323437.txt ( ) — 356KB
• cma-20251217.xsd (EX-101.SCH) — 4KB
• cma-20251217_def.xml (EX-101.DEF) — 14KB
• cma-20251217_lab.xml (EX-101.LAB) — 23KB
• cma-20251217_pre.xml (EX-101.PRE) — 15KB
• d942745d8k_htm.xml (XML) — 6KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2025 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) Comerica Bank Tower 1717 Main Street , MC 6404 Dallas , Texas 75201 (Address of principal executive offices) (zip code) (833) 571-0486 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $5 par value CMA New York Stock Exchange Depositary Shares, each representing a 1/40th interest in a share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B CMA PrB New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ITEM8.01 OTHER EVENTS. As previously disclosed, on October 5, 2025, Comerica Incorporated, a Delaware corporation ("Comerica"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Fifth Third Bancorp, an Ohio corporation ("Fifth Third"), Fifth Third Financial Corporation, an Ohio corporation and a wholly owned subsidiary of Fifth Third ("Fifth Third Intermediary"), and Comerica Holdings Incorporated, a Delaware corporation and a wholly owned subsidiary of Comerica ("Comerica Holdings"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Comerica will merge with and into Fifth Third Intermediary (the "Merger"), with Fifth Third Intermediary continuing as the surviving corporation in the Merger, and (ii) immediately thereafter, Comerica Holdings will merge with and into Fifth Third Intermediary, with Fifth Third Intermediary continuing as the surviving corporation (the "Second Step Merger", and together with the Merger, the "Mergers"). Following the completion of the Mergers, at a time determined by Fifth Third, each of Comerica Bank, a Texas banking association and wholly owned subsidiary of Comerica, and Comerica Bank & Trust, National Association, a national bank and wholly owned subsidiary of Comerica Holdings, will each merge with and into Fifth Third Bank, National Association, a national banking association and a wholly owned subsidiary of Fifth Third Intermediary (each, a "Bank Merger" and collectively, the "Bank Mergers"), with Fifth Third Bank, National Association continuing as the surviving bank in each of the Bank Mergers. Comerica has filed with the U.S. Securities and Exchange Commission (the "SEC") a definitive proxy statement (the "definitive proxy statement") for the solicitation of proxies in connection with Comerica's special meeting of stockholders, to be held on January 6, 2026, to vote upon, among other things, the adoption of the Merger Agreement. Litigation Related to the Merger As of the date hereof, Comerica has received several demand letters from purported stockholders (the "Demand Letters") of Comerica and, to Comerica's knowledge, two complaints have been filed with respect to the Merger. The complaints are captioned: Holdco Opportunities Fund V, L.P. v. Comerica Incorporated et al (Del. Chancery Court, C.A. No. 2025-1360-MTX) and Eric Miller v. Comerica Incorporated et al (N.Y. Supreme Court) (collectively referred to as the "Stockholder Actions"). The Demand Letters and the Stockholder Actions allege that, among other things, the definitive proxy statement contains certain disclosure deficiencies and/or incomplete information regarding the Mergers. Although the outcome of, or estimate of the possible loss or range of loss, from these matters cannot be predicted, Comerica believes that the allegations contained

View Full Filing

View this 8-K filing on SEC EDGAR