FIFTH THIRD BANCORP 8-K

What Happened

• Fifth Third Bancorp filed an 8‑K on Feb 2, 2026 announcing the closing of its transaction with Comerica, effective January 31, 2026 at 11:59 p.m. Eastern Time.
• As part of the closing, Fifth Third Intermediary assumed $1,790 million of Comerica parent notes and Fifth Third Bank, N.A. assumed $626 million of Comerica Bank notes (total ~ $2,416 million). Fifth Third issued 400,000 shares of newly created New Fifth Third Preferred Stock, represented by 16,000,000 New Fifth Third Depositary Shares (Deposit Agreement dated Feb 1, 2026).
• Fifth Third also expanded its board to 16 directors and appointed three former Comerica directors — Michael G. Van de Ven, Barbara R. Smith and Derek J. Kerr — effective at the same time. Press releases announcing the closing and director appointments were filed as exhibits.

Key Details

• Transaction effective date/time: January 31, 2026 at 11:59 p.m. ET; 8‑K filed Feb 2, 2026.
• Debt assumed: $1,790M (Comerica Parent Notes) + $626M (Comerica Bank Notes) = $2,416M total.
• New preferred stock: 400,000 shares authorized/issued, represented by 16,000,000 depositary shares; described in the Amendment to the Amended Articles (Exhibit 3.1) and Deposit Agreement (Exhibit 4.1/4.2).
• Board changes: Board increased to 16 members; three former Comerica directors added with committee assignments noted.

Why It Matters

• These actions materially change Fifth Third’s balance sheet and capital structure: the company assumed about $2.42 billion of Comerica debt and issued 400,000 new preferred shares (via depositary shares), which affect liabilities and capital composition reported to investors.
• The board additions bring former Comerica executives onto Fifth Third’s board, reflecting integration of Comerica leadership into governance.
• Investors should note the filing states supplemental indentures and some original indentures related to the assumed notes were not filed in the 8‑K but will be furnished to the SEC upon request; relevant detailed terms are available in the referenced exhibits and the joint proxy/prospectus.