8-KLeadership ChangesAcquisitions & DispositionsFinancial Events+4

FIFTH THIRD BANCORP 8-K Report, Acquisition Completed (Feb 2, 2026)

Filed February 2, 2026For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has officially completed its acquisition of Comerica Incorporated through a series of mergers, as detailed in this 8-K filing. The transaction, which closed on February 2, 2026, involved multiple steps, including the merger of Comerica into Fifth Third Intermediary and subsequent mergers of their respective banking subsidiaries into Fifth Third Bank, National Association. This integration aims to consolidate operations and expand Fifth Third's market presence. Key financial aspects of the deal include the conversion of Comerica's common stock into Fifth Third common stock at an exchange ratio of 1.8663 shares per Comerica share, along with the assumption of approximately $2.416 billion in Comerica's senior and subordinated notes by Fifth Third entities. The company also established new preferred stock series to replace Comerica's preferred stock, with 400,000 authorized shares of New Fifth Third Preferred Stock issued. Additionally, the board of directors has been expanded to include three former Comerica directors, enhancing strategic oversight.

Key Highlights

  • 1Fifth Third Bancorp has completed the acquisition of Comerica Incorporated, effective February 2, 2026, through a series of mergers.
  • 2Comerica common stock holders will receive 1.8663 shares of Fifth Third common stock for each Comerica share they own.
  • 3Fifth Third entities assumed approximately $1.790 billion in Comerica Parent Notes and $626 million in Comerica Bank Notes.
  • 4Fifth Third has established a new series of preferred stock (New Fifth Third Preferred Stock) to replace Comerica's preferred stock, issuing 400,000 authorized shares.
  • 5The Board of Directors of Fifth Third has been expanded to include three former directors from Comerica.
  • 6The operational integration includes the merger of Comerica Bank and Comerica Bank & Trust, National Association into Fifth Third Bank, National Association.
  • 7Financial statements and pro forma financial information related to the acquisition will be filed in an amendment to this report within 71 days.

Frequently Asked Questions

This 8-K filing announces the completion of Fifth Third Bancorp's acquisition of Comerica Incorporated through a series of mergers. It details the closing of the transaction, the exchange ratios for common stock, the assumption of debt, and the changes to the board of directors.

Comerica common stock holders will receive 1.8663 shares of Fifth Third Bancorp common stock for each share of Comerica common stock they held, subject to adjustments for fractional shares which will be paid in cash.

Fifth Third Intermediary assumed $1.790 billion in Comerica Parent Notes, and Fifth Third Bank, National Association assumed $626 million in Comerica Bank Notes, totaling approximately $2.416 billion in debt obligations.

The financial statements of the acquired business (Comerica) and pro forma financial information are not included in this initial filing. They will be filed in an amendment to this Current Report on Form 8-K no later than 71 calendar days after the filing date of this report.