COMERICA INC: M&A transaction — Comerica acquisition by Fifth Third closes; shareholders receive 1.8663 FITB shares per CMA share

COMERICA INC

Merger closed Feb 1, 2026; Comerica shareholders receive 1.8663 Fifth Third shares per share.
Comerica common (CMA) and Series B preferred stock delisted from NYSE; deregistration planned.
All Comerica directors and officers ceased; former directors Van de Ven, Smith, Kerr join Fifth Third board.
Fifth Third created 400,000 shares of new preferred stock; Comerica's charter and bylaws terminated.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

COMERICA INC: Restated Certificate of Incorporation and Amended and Restated Bylaws ceased to be in effect by operation of law upon merger.

Change: bylaw amendment

Exact text from the filing

As of the Effective Time, the Restated Certificate of Incorporation and Amended and Restated Bylaws of Comerica ceased to be in effect by operation of law.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

COMERICA INC underwent a change of control involving Fifth Third Bancorp (closed 2026-02-01).

Action: change of control
Counterparty: Fifth Third Bancorp
Closing: 2026-02-01

Exact text from the filing

This Current Report on Form 8-K is being filed in connection with the closing on February 1, 2026 (the “Closing Date”) of the previously announced Mergers (as defined below) contemplated by the Agreement and Plan of Merger, dated as of October 5, 2025 (the “Merger Agreement”), by and among Comerica Incorporated, a Delaware corporation (“Comerica”), 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”).

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Source: SEC EDGAR

accession 0001193125-26-032627

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