Comerica SEC Filings

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.

Kristina E. Janssens, Senior Executive Vice President and Chief Risk Officer of Comerica Inc. (CMA), reported initial beneficial ownership on 09/19/2025. She directly owns 9,945 shares of common stock, including restricted stock units, and holds an employee stock option for 1,225 shares exercisable beginning 01/23/2025 and expiring 01/23/2034 with a strike price of $53.96. The filing was signed by power of attorney on 09/23/2025.

Comerica Incorporated (CMA) will present at the 2025 Barclays Global Financial Services Conference on Tuesday, September 9, 2025, with management including the CEO, CFO and Chief Banking Officer speaking and the Director of Investor Relations participating. The presentation begins at 7:30 a.m. ET and will be available live via Comerica's Investor Relations website, with replays and a copy of the presentation slides filed as Exhibit 99.1. The company notes it may discuss material information not contained in the slides and may use the presentation in other investor conversations.

Allysun C. Fleming, Executive Vice President and reporting person for Comerica Inc. (CMA), reported a non-derivative disposition on 08/29/2025. The filing shows 683 shares of Common Stock were disposed of under transaction code F at a price of $70.58 per share; the form’s explanation states these shares were withheld for taxes on vesting of Restricted Stock Units. After the transaction, Ms. Fleming beneficially owned 8,741 shares directly. The filing notes that the total includes shares from employee stock plans, dividend reinvestment and RSUs as of the transaction date. The Form 4 was signed via power of attorney on 09/02/2025.

Christine M. Moore, EVP and Chief Audit Executive of Comerica Incorporated (CMA), reported transactions dated 08/21/2025 showing coordinated option exercise and share sale activity. She exercised 1,845 employee stock options with an exercise price of $32.97 to acquire 1,845 common shares, and concurrently sold 1,845 common shares at $66.69. After these transactions the filing lists beneficial ownership figures of 32,400 shares following the acquisition entry and 30,555 shares following the sale entry. The Form 4 notes that reported share totals include shares from employee stock plans, reinvested dividends, restricted stock units and deferred compensation stock units as of the transaction date. The filing was signed by a power of attorney on behalf of Ms. Moore on 08/25/2025.

Comerica Incorporated (CMA) filed a Form 144 reporting a proposed sale of 1,845 shares of common stock, to be sold through Fidelity Brokerage Services on the NYSE with an approximate aggregate market value of $123,036.04. The filing shows the shares were acquired on 08/21/2025 upon exercise of options originally granted on 01/26/2016 and that payment will be in cash. The filing reports no other securities sold by the reporting person in the past three months and includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.