--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-032625" form_type: "8-K" ticker: "FITB" cik: "0000035527" company_name: "FIFTH THIRD BANCORP" filed_at: "2026-02-02T23:59:59+00:00" generated_at: "2026-05-16T05:48:00.271785+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Fifth Third closes merger with Comerica to become 9th largest U.S. bank ## Summary - Combined assets ~$294B; exchange ratio 1.8663 Fifth Third shares per Comerica share. - Fifth Third assumes $1.79B in Comerica parent notes and $626M in Comerica Bank notes. - Three former Comerica directors join Fifth Third board: Kerr, Smith, Van de Ven. - Full system/brand conversion expected in Q3 2026; Comerica brand until then. - Plans 150 new de novo branches in Texas as part of growth strategy. ## SEC filing metadata - accession: 0001193125-26-032625 - form_type: 8-K - ticker: FITB - cik: 0000035527 - company_name: FIFTH THIRD BANCORP - filed_at: 2026-02-02T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 2.03, 3.03, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/0001193125-26-032625-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/d642888d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-032625 - JSON: https://secwatch.observer/filing/0001193125-26-032625.json - Plain text: https://secwatch.observer/filing/0001193125-26-032625.txt ## Key facts - Debt Financings FIFTH THIRD BANCORP incurred senior notes of $1,790 million in aggregate principal amount at 5.982% Fixed-to-Floating Rate maturing 2030. - Instrument: senior notes - Principal: $1,790 million in aggregate principal amount - Rate: 5.982% Fixed-to-Floating Rate - Maturity: 2030 - Event: incurrence source text: Fifth Third Intermediary assumed $1,790 million in aggregate principal amount of Comerica’s obligations with respect to Comerica’s evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/0001193125-26-032625-index.htm - Debt Financings FIFTH THIRD BANCORP incurred senior notes of $1,790 million in aggregate principal amount at 4.000% maturing 2029. - Instrument: senior notes - Principal: $1,790 million in aggregate principal amount - Rate: 4.000% - Maturity: 2029 - Event: incurrence source text: Fifth Third Intermediary assumed $1,790 million in aggregate principal amount of Comerica’s obligations with respect to Comerica’s 4.000% Senior Notes due 2029 evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/0001193125-26-032625-index.htm - Debt Financings FIFTH THIRD BANCORP incurred senior notes of $626 million in aggregate principal amount at 7.875% maturing 2026. - Instrument: senior notes - Principal: $626 million in aggregate principal amount - Rate: 7.875% - Maturity: 2026 - Event: incurrence source text: Fifth Third Bank, National Association assumed $626 million in aggregate principal amount of Comerica Bank’s obligations with respect to Comerica Bank’s 7.875% Subordinated Notes due 2026 evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/0001193125-26-032625-index.htm - Debt Financings FIFTH THIRD BANCORP incurred senior notes of $626 million in aggregate principal amount at 5.332% Fixed-to-Floating Rate maturing 2033. - Instrument: senior notes - Principal: $626 million in aggregate principal amount - Rate: 5.332% Fixed-to-Floating Rate - Maturity: 2033 - Event: incurrence source text: Fifth Third Bank, National Association assumed $626 million in aggregate principal amount of Comerica Bank’s obligations with respect to Comerica Bank’s evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/0001193125-26-032625-index.htm - Debt Financings FIFTH THIRD BANCORP incurred senior notes of $1,790 million in aggregate principal amount at 3.800% maturing 2026. - Instrument: senior notes - Principal: $1,790 million in aggregate principal amount - Rate: 3.800% - Maturity: 2026 - Event: incurrence source text: Fifth Third Intermediary assumed $1,790 million in aggregate principal amount of Comerica’s obligations with respect to Comerica’s evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/0001193125-26-032625-index.htm - Equity Issuances FIFTH THIRD BANCORP issued preferred stock. - Security: preferred stock source text: Fifth Third filed a certificate of amendment (“Certificate of Amendment”) with the Secretary of State of the State of Ohio (the “Ohio Secretary of State”) establishing the respective powers, preferences, privileges and rights of the New Fifth Third Preferred Stock. The Certificate of Amendment became effective on January 31, 2026 at 11:59 pm, Eastern Time. evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/0001193125-26-032625-index.htm - Governance Changes FIFTH THIRD BANCORP: Filed a Certificate of Amendment to the Amended Articles of Incorporation to establish the New Fifth Third Preferred Stock (effective 2026-01-31). - Change: charter amendment - Effective: 2026-01-31 source text: In connection with the completion of the Transaction and in accordance with the Merger Agreement, Fifth Third filed a Certificate of Amendment with the Ohio Secretary of State, establishing the New Fifth Third Preferred Stock consisting of 400,000 authorized shares. The Certificate of Amendment became effective on January 31, 2026 at 11:59 pm, Eastern Time. evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/0001193125-26-032625-index.htm - M&A Transactions FIFTH THIRD BANCORP completed an acquisition involving Comerica Incorporated (closed 2026-02-01). - Action: acquisition - Counterparty: Comerica Incorporated - Closing: 2026-02-01 source text: Pursuant to the Merger Agreement, on the Closing Date, (i) Comerica merged with and into Fifth Third Intermediary (the “First step Merger”), with Fifth Third Intermediary continuing as the surviving corporation in the First Step Merger, and (ii) immediately thereafter, Comerica Holdings merged with and into Fifth Third Intermediary, with Fifth Third Intermediary continuing as the surviving corporation (the “Second Step Merger”, and together with the First Step Merger, the “Mergers”). evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000119312526032625/0001193125-26-032625-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.