COMERICA (CMA) Company Report

HoldCo Asset Management, which manages approximately $2.6 billion in regulatory assets, recommends Comerica shareholders vote 'NO' on the proposed merger, asserting that the sale process was rushed and driven by the CEO's compensation rather than maximizing shareholder value.
HoldCo highlights that only 17 days elapsed between the initial merger discussion and the execution of the merger agreement, the fastest bank merger timeline since the 2008 global financial crisis, and that the Board rejected alternative proposals.
HoldCo believes there is limited downside to voting against the merger, as it would require Comerica and Fifth Third to restructure and resubmit the transaction, potentially leading to a substantially higher valuation for shareholders, possibly approaching $120 per share.

1 day ago

Press Release

Comerica Provides Update on Merger with Fifth Third Bancorp

CMA

M&A

Legal Proceedings

Board Change

Comerica Incorporated entered into a Merger Agreement with Fifth Third Bancorp on October 5, 2025, with a special meeting for Comerica stockholders to vote on the agreement scheduled for January 6, 2026.
The Office of the Comptroller of the Currency (OCC) approved the application for the merger of Comerica Bank and Comerica Bank & Trust, National Association with and into Fifth Third Bank, National Association on December 15, 2025.
Comerica has received demand letters and two complaints alleging disclosure deficiencies regarding the merger, which the company believes are without merit, and is making voluntary supplemental disclosures to avoid delays.
A $500 million termination fee is stipulated, payable by either Fifth Third or Comerica under certain termination circumstances.
Post-merger, three current Comerica directors will be appointed to the Fifth Third board, and Comerica's Chairman, President, and CEO, Curtis C. Farmer, will join Fifth Third's board upon his retirement, also serving as Vice Chairman of Fifth Third for a limited period.

6 days ago

8-K

HoldCo Asset Management Urges Comerica Shareholders to Vote Against Fifth Third Merger

CMA

M&A

Proxy Vote Outcomes

Executive Compensation

HoldCo Asset Management, which beneficially owns approximately 1.6% of Comerica Inc. (CMA) common stock, is urging shareholders to vote AGAINST the proposed merger with Fifth Third at the special meeting scheduled for January 6, 2026.
HoldCo believes the deal undervalues Comerica and resulted from a rushed 17-day process where CEO Curtis Farmer was the sole negotiator, leading to a price at the bottom of Fifth Third's initial exchange-ratio range.
HoldCo highlights that Fifth Third suffers no tangible book dilution, suggesting a bargain price, and points to potential $140 million in compensation for CEO Farmer if the merger closes as a conflict of interest.
HoldCo asserts that voting against the merger can unlock a better outcome for Comerica shareholders, as the merger agreement requires both parties to use reasonable best efforts to restructure and resubmit the transaction if it is voted down.

Dec 15, 2025, 12:50 PM

Press Release

Monteverde & Associates PC Investigating Comerica's Proposed Sale to Fifth Third Bancorp

CMA

M&A

Legal Proceedings

Proxy Vote Outcomes

Monteverde & Associates PC is investigating the proposed sale of Comerica Incorporated (NYSE: CMA) to Fifth Third Bancorp.
Under the terms of the proposed transaction, Comerica shareholders are expected to receive 1.8663 Fifth Third shares for each Comerica share.
The shareholder vote for this transaction is scheduled for January 6, 2026.

Dec 6, 2025, 6:00 PM

Press Release

Investigation Launched into Comerica-Fifth Third Merger Fairness

CMA

M&A

Legal Proceedings

Takeover Bid

Wohl & Fruchter LLP is investigating the proposed merger of Comerica (CMA) with Fifth Third Bancorp (FITB), citing concerns about the fairness of the exchange ratio and the sales process.
Comerica stockholders are slated to receive 1.8663 shares of Fifth Third stock per Comerica share, which was valued at $82.88 per share on October 3, 2025, but the value has since decreased due to a fall in Fifth Third's stock price.
On November 17, 2025, Comerica investor Holdco alleged the sales process was "flawed" and lacked an independent, competitive process, suggesting the sale was steered towards Fifth Third.
Shareholder votes for the merger are scheduled for January 6, 2026.

Nov 17, 2025, 4:18 PM

Press Release

Comerica Inc. Reports Q3 2025 Results and Announces Merger Agreement

CMA

Earnings

M&A

Share Buyback

Comerica Inc. reported net income of $176 million and diluted earnings per common share of $1.35 for the third quarter of 2025.
The company announced an agreement to be acquired by Fifth Third Bancorp in an all-stock transaction, with Comerica shareholders receiving 1.8663 Fifth Third shares for each Comerica share. The transaction is anticipated to close at the end of the first quarter of 2026.
Comerica increased share repurchases to $150 million during the quarter, maintaining an estimated Common Equity Tier 1 (CET1) capital ratio of 11.90%.
Net interest income was $574 million, remaining relatively stable from the prior quarter, while noninterest income declined to $264 million and noninterest expenses increased to $589 million.
The provision for credit losses decreased to $22 million in Q3 2025 from $44 million in Q2 2025.

Oct 17, 2025, 10:20 AM

8-K

Comerica to be Acquired by Fifth Third Bancorp

CMA

M&A

Board Change

Management Change

Fifth Third Bancorp will acquire Comerica in an all-stock transaction valued at $10.9 billion.
Comerica stockholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share as of October 3, 2025, and a 20% premium to Comerica's 10-day volume-weighted average stock price.
The combined entity is expected to become the 9th largest U.S. bank with approximately $288 billion in assets.
The transaction is anticipated to close at the end of the first quarter of 2026, pending shareholder and customary regulatory approvals.
Comerica's Chairman, President, and CEO, Curt Farmer, will assume the role of Vice Chair, and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s Wealth & Asset Management business in the combined company.

Oct 6, 2025, 10:35 AM

8-K

Comerica Issues Series B Preferred Stock

CMA

Comerica Incorporated issued and sold 16,000,000 depositary shares of its 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, on August 11, 2025.
The offering generated approximately $392.2 million in net proceeds for the company.
Each depositary share has a liquidation preference of $25 and was offered to the public at $25.00 per depositary share.
The Series B Preferred Stock carries a dividend rate of 6.875% from August 11, 2025, to October 1, 2030, with quarterly payments commencing January 1, 2026.
The depositary shares are perpetual and will be listed on the New York Stock Exchange under the symbol "CMA PrB".

Aug 12, 2025, 12:00 AM

8-K

Comerica Reports Strong Q2 2025 Earnings and Updates Full-Year Guidance

CMA

Earnings

Guidance Update

Share Buyback

Comerica reported Q2 2025 earnings per share of $1.42, representing an almost 14% increase over the prior quarter.
Loans showed strong growth in Q2 2025, with average loans up almost 1% and period-end loans up approximately 3%. Net interest income remained stable at $575 million for the third consecutive quarter.
The company projects full-year 2025 average loans to be flat to down 1% and net interest income growth of 5% to 7%.
Comerica maintained a strong capital position with an estimated CET1 ratio of 11.94%, well above its 10% strategic target. The company returned $193 million to common shareholders through share repurchases and dividends in Q2 2025 and plans to repurchase approximately $100 million in Q3 2025.

Jul 18, 2025, 7:50 PM

Comerica Inc Outlines Future Growth Strategy

CMA

New Projects/Investments

Revenue Acceleration/Inflection

Highlights a strong foundation and differentiated strategy aimed at driving responsible growth and enhanced returns over time.
Emphasizes strategic initiatives including targeted revenue investments and leveraging core strengths to capitalize on market opportunities.

Jun 10, 2025, 12:00 AM

8-K