Regulators clear Comerica (NYSE: CMA) sale to Fifth Third Bancorp

Rhea-AI Filing Summary

Comerica Incorporated reported progress on its planned merger with Fifth Third Bancorp. The companies announced that Fifth Third has received approval from the Board of Governors of the Federal Reserve System to acquire Comerica and its banking subsidiaries. This follows earlier approvals from the Office of the Comptroller of the Currency on December 15, 2025 and from both companies’ shareholders on January 6, 2026.

The transaction is structured as a two-step merger of Comerica entities into a Fifth Third subsidiary, followed by bank mergers that will combine Comerica Bank and Comerica Bank & Trust into Fifth Third Bank, National Association. Closing is expected on February 1, 2026, subject to remaining conditions in the merger agreement and typical regulatory and legal risks highlighted in the forward-looking statements section.

Positive

• Regulatory and shareholder approvals completed for Comerica sale, including Federal Reserve, OCC and stockholder approvals, leaving only remaining closing conditions before the planned merger with Fifth Third.

Negative

• None.

Insights

Bank M&A and Regulatory Approvals Analyst

Key bank merger approvals move Comerica’s sale to Fifth Third toward closing.

Comerica and Fifth Third disclose that the Federal Reserve has approved Fifth Third’s acquisition of Comerica, after prior approvals from the OCC and both companies’ shareholders. This sequence addresses the main regulatory and investor sign-offs typically required for a large bank merger, indicating the deal is in its late stages.

The structure involves Comerica merging into a Fifth Third subsidiary, followed by mergers of Comerica Bank and Comerica Bank & Trust into Fifth Third Bank, National Association. The companies state that closing is expected on February 1, 2026, but still subject to satisfaction or waiver of remaining conditions in the merger agreement.

For investors, this represents a potentially transformative change in ownership for Comerica, pending completion of the Transaction. The extensive forward-looking statements and risk factors underscore that integration challenges, regulatory conditions and economic or competitive shifts could still influence realized benefits after closing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2026

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		1-10706		38-1998421
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Comerica Bank Tower

1717 Main Street, MC 6404

Dallas, Texas 75201

(Address of principal executive offices) (zip code)

(833) 571-0486

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $5 par value		CMA		New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B		CMA PrB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously announced, on October 5, 2025, Comerica Incorporated, a Delaware corporation (“Comerica”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”).

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Comerica will merge with and into Fifth Third Intermediary (the “Merger”), with Fifth Third Intermediary continuing as the surviving corporation in the Merger, and (ii) immediately thereafter, Comerica Holdings will merge with and into Fifth Third Intermediary (the “Second Step Merger”, and together with the Merger, the “Mergers”), with Fifth Third Intermediary continuing as the surviving corporation. Following the completion of the Mergers, at a time determined by Fifth Third, Comerica Bank, a Texas banking association and wholly owned subsidiary of Comerica, and Comerica Bank & Trust, National Association, a national bank and wholly owned subsidiary of Comerica Holdings, will each merge with and into Fifth Third Bank, National Association, a national banking association and a wholly owned subsidiary of Fifth Third Intermediary (each, a “Bank Merger” and, collectively, the “Bank Mergers”), with Fifth Third Bank, National Association continuing as the surviving bank in each of the Bank Mergers. The transaction is described in more detail in Comerica’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2025.

On January 13, 2026, Fifth Third and Comerica issued a joint press release announcing that Fifth Third has received approval from the Board of Governors of the Federal Reserve System to acquire Comerica, and thereby indirectly acquire Comerica Bank and Comerica Bank & Trust, National Association. This follows receipt of the approval of the Office of the Comptroller of the Currency on December 15, 2025 and the approval of Fifth Third’s and Comerica’s shareholders on January 6, 2026. The closing of the proposed transaction is expected to occur on February 1, 2026, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “achieve,” “anticipate,” “assume,” “believe,” “could,” “deliver,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “future,” “goal,” “grow,” “guidance,” “intend,” “may,” “might,” “plan,” “position,” “potential,” “predict,” “project,” “opportunity,” “outlook,” “should,” “strategy,” “target,” “trajectory,” “trend,” “will,” “would,” and other similar words and expressions or the negative of such terms or other comparable terminology. Forward-looking statements include, but are not limited to, statements about our business strategy, goals and objectives, projected financial and operating results, including outlook for future growth, and future common share dividends, common share repurchases and other uses of capital. These statements are not historical facts, but instead represent our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control.

Comerica Incorporated’s (“Comerica”) and Fifth Third Bancorp’s (“Fifth Third”) actual results and financial condition may differ materially from those indicated in these forward-looking statements. Important factors that could cause Comerica’s and Fifth Third’s actual results, financial condition and predictions to differ materially from those indicated in such forward-looking statements include, in addition to those set forth in our and Fifth Third’s filings with the U.S. Securities and Exchange Commission (the “SEC”): (1) the risk that the cost savings and synergies from the merger of Comerica with Fifth Third (the “Transaction”) may not be fully realized or may take longer than anticipated to be realized; (2) the failure of the closing conditions in the merger agreement between Comerica and Fifth Third providing for the Transaction to be satisfied, or any unexpected delay in closing the Transaction or the occurrence of any event, change or other circumstances, including the impact and timing of any government shutdown, that could delay the Transaction or could give rise to the termination of the merger agreement; (3) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Comerica, Fifth Third or the combined company; (4) the

possibility that the Transaction does not close when expected or at all because required regulatory, stockholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed Transaction); (5) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Comerica and Fifth Third operate; (6) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (7) the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of Comerica or Fifth Third to operate its business outside the ordinary course during the pendency of the Transaction; (8) risks related to management and oversight of the expanded business and operations of the combined company following the closing of the proposed Transaction; (9) the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; (10) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (11) reputational risk and potential adverse reactions of Comerica or Fifth Third customers, employees, vendors, contractors or other business partners, including those resulting from the announcement or completion of the Transaction; (12) the dilution caused by Fifth Third’s issuance of additional shares of its common stock in connection with the Transaction; (13) a material adverse change in the condition of Comerica or Fifth Third; (14) the extent to which Comerica’s or Fifth Third’s businesses perform consistent with management’s expectations; (15) Comerica’s and Fifth Third’s ability to take advantage of growth opportunities and implement targeted initiatives in the timeframe and on the terms currently expected; (16) the inability to sustain revenue and earnings growth; (17) the execution and efficacy of recent strategic investments; (18) the timing and impact of Comerica’s Direct Express transition; (19) the impact of macroeconomic factors, such as changes in general economic conditions and monetary and fiscal policy, particularly on interest rates; (20) changes in customer behavior; (21) unfavorable developments concerning credit quality; (22) declines in the businesses or industries of Comerica’s or Fifth Third’s customers; (23) the possibility that the combined company is subject to additional regulatory requirements as a result of the proposed Transaction of expansion of the combined company’s business operations following the proposed Transaction; (24) general competitive, political and market conditions and other factors that may affect future results of Comerica and Fifth Third including changes in asset quality and credit risk; (25) security risks, including cybersecurity and data privacy risks, and capital markets; (26) inflation; (27) the impact, extent and timing of technological changes; (28) capital management activities; (29) competitive product and pricing pressures; (30) the outcomes of legal and regulatory proceedings and related financial services industry matters; and (31) compliance with regulatory requirements. Any forward-looking statement made in this communication is based solely on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except to the extent required by law. These and other important factors, including those discussed under “Risk Factors” in Comerica’s Annual Report on Form 10-K for the year ended December 31, 2024 (available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000028412/000002841225000108/cma-20241231.htm), and in Fifth Third’s Annual Report on Form 10-K for the year ended December 31, 2024 (available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000035527/000003552725000079/fitb-20241231.htm), as well as Comerica’s and Fifth Third’s subsequent filings with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Comerica and Fifth Third disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Joint Press Release of Fifth Third Bancorp and Comerica Incorporated, dated as of January 13, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				COMERICA INCORPORATED
Date: January 13, 2026						/s/ Von E. Hays
						Von E. Hays
						Senior Executive Vice President and Chief Legal Officer

FAQ

What did Comerica (CMA) announce in this Form 8-K?

Comerica reported that Fifth Third Bancorp has received approval from the Federal Reserve to acquire Comerica, following earlier approvals from the OCC and from both companies’ shareholders, and that closing of the merger is now expected on February 1, 2026 subject to remaining conditions.

Which regulatory approvals have been obtained for the Comerica and Fifth Third merger?

The companies state that Fifth Third received approval from the Board of Governors of the Federal Reserve System to acquire Comerica, after receiving approval from the Office of the Comptroller of the Currency on December 15, 2025.

Have Comerica and Fifth Third shareholders approved the transaction?

Yes. The filing notes that the merger received the approval of Fifth Third’s and Comerica’s shareholders on January 6, 2026, satisfying a key stockholder approval condition for the transaction.

When is the Comerica–Fifth Third merger expected to close?

The companies indicate that closing of the proposed transaction is expected to occur on February 1, 2026, provided that the remaining closing conditions in the merger agreement are satisfied or waived.

How will Comerica’s banking subsidiaries be combined with Fifth Third?

After the corporate mergers, Comerica Bank and Comerica Bank & Trust, National Association are expected to merge into Fifth Third Bank, National Association, which will be the surviving bank in each of those bank mergers.

What risks and uncertainties are associated with the Comerica and Fifth Third merger?

The filing lists numerous risks, including the possibility that cost savings and synergies are not fully realized, potential delays or failure to satisfy closing conditions, integration challenges, legal or regulatory proceedings, reputational impacts, and broader economic, competitive and regulatory changes that could affect the combined company.