---
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"
generated_at: "2026-05-16T05:47:20.368783+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Comerica acquisition by Fifth Third closes; shareholders receive 1.8663 FITB shares per CMA share

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-26-032627
- form_type: 8-K
- cik: 0000028412
- company_name: COMERICA INC
- filed_at: 2026-02-02T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-032627
- JSON: https://secwatch.observer/filing/0001193125-26-032627.json
- Plain text: https://secwatch.observer/filing/0001193125-26-032627.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/28412/000119312526032627/0001193125-26-032627-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/28412/000119312526032627/0001193125-26-032627-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.