COMERICA INC 8-K

What Happened
Comerica Incorporated announced via an 8-K (and a joint press release dated Jan 13, 2026) that Fifth Third Bancorp has received approval from the Board of Governors of the Federal Reserve System to acquire Comerica. This follows the Office of the Comptroller of the Currency approval on Dec 15, 2025 and shareholder approvals for both companies on Jan 6, 2026. Under the previously disclosed Merger Agreement (entered Oct 5, 2025), Comerica and certain Comerica subsidiaries will merge into Fifth Third subsidiaries, and Comerica’s bank affiliates will be merged into Fifth Third Bank; the parties expect to close the transaction on Feb 1, 2026, subject to remaining closing conditions.

Key Details

• Federal Reserve approval announced Jan 13, 2026; OCC approval previously granted Dec 15, 2025.
• Both Comerica’s and Fifth Third’s shareholders approved the merger on Jan 6, 2026.
• Expected transaction close date: February 1, 2026 (subject to satisfaction/waiver of remaining conditions).
• Filing reiterates forward‑looking statements and lists risks, including possible delays, integration challenges, potential dilution from Fifth Third issuing additional shares, and other regulatory or business risks.

Why It Matters
Regulatory approval from the Federal Reserve clears a major hurdle for the acquisition and makes a near-term closing likely, which will materially change Comerica’s corporate and banking structure and put Comerica shareholders into the combined company controlled by Fifth Third. The 8-K also highlights that closing remains subject to remaining conditions and lists numerous risks investors should consider—most notably integration risk, timing uncertainty, and potential dilution from issuance of Fifth Third stock. Retail investors should watch for the closing notice, any changes to the expected Feb 1 date, and further disclosures about deal economics and integration plans.