Comerica (CMA) preferred stock deregistered after Fifth Third merger

Rhea-AI Filing Summary

Comerica Incorporated, now merged into a Fifth Third Bancorp subsidiary, is ending SEC registration and reporting for its 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, and related depositary shares. After the merger’s effective time, each Comerica preferred share and each 1/40th depositary share automatically became the right to receive an equivalent new Fifth Third Series M preferred share and corresponding Fifth Third depositary share, leaving no remaining holders of record of the Comerica instruments.

Insights

Banking M&A and capital structure analyst

Comerica preferred and depositary shares shift to Fifth Third instruments and are deregistered.

The filing explains how Comerica’s 6.875% Series B preferred stock and its depositary shares cease to be standalone SEC-registered securities after Comerica’s merger into a Fifth Third Bancorp subsidiary. Holders instead receive economically similar Fifth Third Series M preferred and associated depositary shares.

This keeps coupon terms and hierarchy broadly comparable while moving investors into Fifth Third’s capital stack. The deregistration removes Comerica’s separate reporting obligations for these securities; future information for these preferred investors will come through Fifth Third’s ongoing disclosures and preferred stock terms.

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)

6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value

Depositary Shares, each representing a 1/40th interest in a share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value

(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:

6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value: 0

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”). Immediately following the First Step Merger, 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”). At the effective time of the First Step Merger (the “Effective Time”), each share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, no par value, of Comerica (the “Comerica Preferred Stock”), outstanding immediately prior to the Effective Time, automatically converted into the right to receive a share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, no par value, of Fifth Third, a newly created series having terms that are not materially less favorable than the terms of the Comerica Preferred Stock (all shares of such newly created series, collectively, the “New Fifth Third Preferred Stock”). In addition, at the Effective Time, each outstanding Comerica depositary share representing a 1/40th interest in a share of Comerica Preferred Stock (each, a “Comerica Depositary Share” and collectively, the “Comerica Depositary Shares”) converted into a right to receive a Fifth Third depositary share representing a 1/40th interest in a share of New Fifth Third Preferred Stock. Accordingly, there are no holders of record of the Comerica Preferred Stock or Comerica Depositary Shares.

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

FAQ

What does Comerica (CMA) report in this Form 15-12G filing?

Comerica reports the termination of SEC registration for its 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, and related depositary shares. This follows Comerica’s merger into a Fifth Third Bancorp subsidiary and the conversion of those securities into new Fifth Third preferred instruments.

What happens to Comerica’s 6.875% Series B preferred stock after the merger?

Each Comerica 6.875% Series B preferred share becomes a Fifth Third Series M share. At the merger’s effective time, every outstanding Comerica preferred share converted into the right to receive a newly created Fifth Third 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, with terms not materially less favorable.

How are Comerica depositary shares treated in the Fifth Third merger?

Comerica depositary shares are exchanged for Fifth Third depositary shares. Each Comerica depositary share, representing a 1/40th interest in a Comerica preferred share, converted into a right to receive a Fifth Third depositary share representing a 1/40th interest in a new Fifth Third Series M preferred share.

Why is Comerica suspending its duty to file SEC reports for these securities?

Comerica is suspending reporting because no holders of record remain. After the merger and automatic exchange into Fifth Third preferred and depositary shares, there are no record holders of Comerica’s Series B preferred or related depositary shares, allowing deregistration and suspension of periodic reporting duties for those classes.

What corporate transactions led to Comerica’s preferred stock deregistration?

A two-step merger with Fifth Third Bancorp subsidiaries triggered deregistration. Comerica first merged into Fifth Third Financial Corporation, then its subsidiary Comerica Holdings merged into the same entity. These mergers transferred preferred obligations to new Fifth Third 6.875% Series M preferred stock and associated depositary shares.