Comerica (NYSE: CMA) delists as shares convert into Fifth Third stock

Rhea-AI Filing Summary

Comerica Incorporated is ending SEC registration of its common stock after being acquired by an affiliate of Fifth Third Bancorp. Comerica merged into Fifth Third Financial Corporation, which continues as the surviving corporation, so Comerica no longer exists as a separate public company.

At the merger’s effective time, each outstanding share of Comerica common stock, par value $5.00 per share, was converted into the right to receive 1.8663 shares of Fifth Third common stock. Following this share conversion, there are no remaining holders of record of the Comerica common stock covered by this Form 15.

Insights

Banking M&A and Regulatory Disclosure Analyst

Comerica disappears as a standalone public company after its merger into a Fifth Third affiliate.

The filing confirms completion of a two-step merger in which Comerica Incorporated combined with Fifth Third Financial Corporation, an indirect subsidiary of Fifth Third Bancorp. As a result, Comerica’s common stock is no longer registered, and its former shareholders now hold Fifth Third shares instead.

Each Comerica share was converted into 1.8663 shares of Fifth Third common stock at the effective time. Fifth Third Bancorp, as sole shareholder of the surviving corporation, signs this certification, signaling that Comerica’s separate reporting obligations under Sections 13 and 15(d) have ceased and future disclosures will occur at the Fifth Third group level.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-10706

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

c/o Fifth Third Center

38 Fountain Square Plaza

Cincinnati, Ohio

(800) 972-3030

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock, par value $5.00 per share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)		☒
Rule 12g-4(a)(2)		☐
Rule 12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule 15d-6		☐
Rule 15d-22(b)		☐

Approximate number of holders of record as of the certification or notice date:

Common Stock, par value $5.00 per share: Zero.

EXPLANATORY NOTE

On October 5, 2025, Comerica Incorporated (“Comerica”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fifth Third Bancorp (“Fifth Third”), Fifth Third Financial Corporation, a wholly owned subsidiary of Fifth Third (“Fifth Third Intermediary”) and Comerica Holdings Incorporated, a wholly owned subsidiary of Comerica (“Comerica Holdings”). On February 1, 2026, pursuant to the terms of the Merger Agreement, Comerica merged with and into Fifth Third Intermediary, with Fifth Third Intermediary continuing as the surviving corporation (the “First Step Merger”). At the effective time of the First Step Merger (“Effective Time”), each share of the common stock, par value $5.00 per share, of Comerica issued and outstanding immediately prior to the Effective Time, other than certain shares held by Comerica or Fifth Third, was converted into the right to receive 1.8663 shares of common stock, without par value, of Fifth Third. Immediately following the First Step Merger, Comerica Holdings merged with and into Fifth Third Intermediary, with Fifth Third Intermediary continuing as the surviving corporation. Accordingly, there are no holders of record of the securities covered by this Form 15.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Fifth Third Bancorp, as sole shareholder of Fifth Third Financial Corporation, successor by merger to Comerica Incorporated, has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

				Fifth Third Bancorp (as sole shareholder of Fifth Third Financial Corporation, successor by merger to Comerica Incorporated)
Date: February 12, 2026				By:		/s/ Christian Gonzalez
						Christian Gonzalez
						Executive Vice President and Chief Legal Officer