{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-032627","form_type":"8-K","ticker":null,"cik":"0000028412","company_name":"COMERICA INC","filed_at":"2026-02-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.324454+00:00","generated_at":"2026-05-16T05:47:20.368783+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Comerica acquisition by Fifth Third closes; shareholders receive 1.8663 FITB shares per CMA share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-032627","json":"https://secwatch.observer/filing/0001193125-26-032627.json","markdown":"https://secwatch.observer/filing/0001193125-26-032627.md","text":"https://secwatch.observer/filing/0001193125-26-032627.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/28412/000119312526032627/0001193125-26-032627-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/28412/000119312526032627/d91282d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T05:47:20.368783+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4471dd2c9e0d93f6c8d3165968763715372e39ea","claim":"COMERICA INC: Restated Certificate of Incorporation and Amended and Restated Bylaws ceased to be in effect by operation of law upon merger.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/28412/000119312526032627/0001193125-26-032627-index.htm","confidence":0.9},{"claim_id":"aba5f422d6e8216eb6d7bd27f4fb01b688210db7","claim":"COMERICA INC underwent a change of control involving Fifth Third Bancorp (closed 2026-02-01).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/28412/000119312526032627/0001193125-26-032627-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-055386","ticker":"FARM","company_name":"FARMER BROTHERS CO","filed_at":"2026-05-05T23:59:59+00:00","headline":"Farmer Brothers taken private by Royal Cup for $1.29/share; 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shares to be delisted","event_type":"m_and_a","sec_items":["2.01","3.01","5.01","5.03","3.03","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-205305","json":"https://secwatch.observer/filing/0001193125-26-205305.json","markdown":"https://secwatch.observer/filing/0001193125-26-205305.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/d70112d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/28412/000119312526032627/0001193125-26-032627-index.htm","comparable_excerpt":"Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}