FIFTH THIRD BANCORP 8-K

What Happened
Fifth Third Bancorp and Comerica issued a joint press release on January 13, 2026 announcing that the Board of Governors of the Federal Reserve System approved Fifth Third’s planned acquisition of Comerica. The transaction was originally agreed on October 5, 2025. Fifth Third previously received OCC approval on December 15, 2025 and both companies’ shareholders approved the deal on January 6, 2026. The parties expect the transaction to close on February 1, 2026, subject to satisfaction or waiver of remaining closing conditions.

Key Details

• Merger agreement signed Oct 5, 2025: Comerica will merge into a Fifth Third subsidiary (Fifth Third Intermediary) in a two-step corporate merger structure, followed by bank-level mergers where Comerica Bank and Comerica Bank & Trust, N.A. will merge into Fifth Third Bank, N.A.
• Regulatory approvals: OCC approval received Dec 15, 2025; Federal Reserve approval announced Jan 13, 2026.
• Shareholder approvals: Both Fifth Third’s and Comerica’s shareholders approved the deal on Jan 6, 2026.
• Closing timing: Transaction expected to close Feb 1, 2026, subject to remaining conditions; press release attached as Exhibit 99.1.

Why It Matters
Regulatory sign-offs and shareholder votes are major milestones that move the merger close to completion; investors should note the expected closing date and that the deal still requires final closing conditions to be met. The filing highlights common merger risks (integration challenges, potential delays, possible issuance of additional Fifth Third shares and related dilution, and other regulatory or legal risks) via forward‑looking statements — these are material for shareholders evaluating near-term impacts and post‑close integration outcomes.