As filed with the Securities and Exchange Commission on February 2, 2026
Registration No. 33-58837
Registration No. 33-58823
Registration No. 33-58841
Registration No. 33-65457
Registration No. 33-65459
Registration No. 333-00839
Registration No. 333-24569
Registration No. 333-37061
Registration No. 333-48120
Registration No. 333-48118
Registration No. 333-48126
Registration No. 333-104164
Registration No. 333-48124
Registration No. 333-24555
Registration No. 333-107962
Registration No. 333-117788
Registration No. 333-24565
Registration No. 333-48122
Registration No. 333-104163
Registration No. 333-136053
Registration No. 333-175857
Registration No. 333-204099
Registration No. 333-110791
Registration No. 333-110792
Registration No. 333-24567
Registration No. 333-50966
Registration No. 333-188274
Registration No. 333-224490
Registration No. 333-228250
Registration No. 333-228254
Registration No. 333-228259
Registration No. 333-255615
Registration No. 333-167261
Registration No. 333-255616
Registration No. 333-278882
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-58837
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-58823
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-58841
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-65457
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-65459
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00839
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-24569
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-37061
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48120
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48118
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48126
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-104164
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48124
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-24555
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-107962
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-117788
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-24565
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-48122
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-104163
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-136053
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-175857
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-204099
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-110791
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-110792
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-24567
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-50966
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-188274
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-224490
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-228250
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-228254
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-228259
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-255615
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-167261
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-255616
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-278882
UNDER
THE SECURITIES ACT OF 1933
COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 38-1998421 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Fifth Third Center
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(800) 972-3030
(Address of Principal Executive Offices including Zip Code)
COMERICA INCORPORATED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS OF COMERICA BANK AND AFFILIATED BANKS
UNIVERSITY NATIONAL BANK & TRUST COMPANY 1980 STOCK OPTION PLAN
METROBANK 1988 STOCK OPTION PLAN
METROBANK 1982 STOCK OPTION PLAN
METROBANK EMPLOYEE SAVINGS PLAN
COMERICA INCORPORATED GAIN SHARING PLAN
1986 STOCK OPTION PLAN OF IMPERIAL BANCORP
AMENDED AND RESTATED COMERICA INCORPORATED DEFERRED COMPENSATION PLAN
COMERICA INCORPORATED 1999 COMMON STOCK DIRECTOR FEE DEFERRAL PLAN
COMERICA INCORPORATED 1999 DISCRETIONARY DIRECTOR FEE DEFERRAL PLAN
COMERICA INCORPORATED 1999 DEFERRED 3 YEAR ROE AWARD PLAN
COMERICA INCORPORATED FIRST AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
COMERICA INCORPORATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
COMERICA INCORPORATED 2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
STERLING BANCSHARES, INC. 2003 STOCK INCENTIVE AND COMPENSATION PLAN
COMERICA INCORPORATED 2015 INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
COMERICA INCORPORATED 1997 LONG-TERM INCENTIVE PLAN
1999 COMERICA INCORPORATED AMENDED AND RESTATED COMMON STOCK DEFERRED INCENTIVE AWARD PLAN
AMENDED AND RESTATED COMERICA INCORPORATED COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN
COMERICA INCORPORATED PREFERRED SAVINGS PLAN
COMERICA INCORPORATED 2021 EMPLOYEE STOCK PURCHASE PLAN
COMERICA INCORPORATED AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN, AS FURTHER AMENDED AND RESTATED
(Full titles of the plans)
Christian Gonzalez
Executive Vice President and Chief Legal Officer
Fifth Third Bancorp
38 Fountain Square Plaza
MD 10907F
Cincinnati, Ohio 45263
(513) 534-4300
(Name, address and telephone number of agent for service)
Copies to:
H. Rodgin Cohen
Mitchell S. Eitel
Patrick D. Lynch
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SHARES
Comerica Incorporated, a Delaware corporation (the “Registrant”), is filing with the U.S. Securities and Exchange Commission these post-effective amendments (the “Post-Effective Amendments”) to deregister all shares of common stock, par value $5.00 per share, of the Registrant (the “Shares”), previously registered under the following Registration Statements on Form S-8 (the “Registration Statements”), together with any and all plan interests and other securities registered thereunder:
| • | Registration Statement No. 33-58837, filed April 26, 1995, relating to the registration of 300,000 Shares reserved for issuance under the Comerica Incorporated Stock Option Plan for Non-Employee Directors of Comerica Bank and Affiliated Banks; |
| • | Registration Statement No. 33-58823, filed April 26, 1995, relating to the registration of 165,000 Shares reserved for issuance under the University National Bank & Trust Company 1980 Stock Option Plan; |
| • | Registration Statement No. 33-58841, filed April 26, 1995, relating to the registration of 250,000 Shares reserved for issuance under the Comerica Incorporated Stock Option Plan for Non-Employee Directors; |
| • | Registration Statement No. 33-65457, filed December 29, 1995, relating to the registration of 375,000 Shares reserved for issuance under the Metrobank 1988 Stock Option Plan; |
| • | Registration Statement No. 33-65459, filed December 29, 1995, relating to the registration of 100,000 Shares reserved for issuance under the Metrobank 1982 Stock Option Plan; |
| • | Registration Statement No. 333-00839, filed February 9, 1996, relating to the registration of 10,000 Shares reserved for issuance under the Metrobank Employee Savings Plan; |
| • | Registration Statement No. 333-24569, filed April 4, 1997, relating to the registration of 200,000 Shares reserved for issuance under the Comerica Incorporated Gain Sharing Plan; |
| • | Registration No. 333-37061, filed October 2, 1997, relating to the registration of 4,681,322 Shares reserved for issuance under the Amended and Restated Comerica Incorporated Deferred Compensation Plan; |
| • | Registration Statement No. 333-48120, filed October 18, 2000, relating to the registration of 5,175,000 Shares reserved for issuance under the Comerica Incorporated 1999 Common Stock Director Fee Deferral Plan; |
| • | Registration Statement No. 333-48118, filed October 18, 2000, relating to the registration of 2,587,500 Shares reserved for issuance under the Comerica Incorporated 1999 Discretionary Director Fee Deferral Plan; |
| • | Registration Statement No. 333-48126, filed October 18, 2000, relating to the registration of 4,000,000 Shares reserved for issuance under the Comerica Incorporated 1999 Deferred 3 Year ROE Award Plan; |
| • | Registration Statement No. 333-104164, filed on March 31, 2003, relating to the registration of 90,000 Shares reserved for issuance under the 1986 Stock Option Plan of Imperial Bancorp; |
| • | Registration Statement No. 333-48124, filed on October 18, 2000, as amended August 14, 2003, relating to the registration of 1,000,000 Shares reserved for issuance under the Comerica Incorporated 1997 Long-Term Incentive Plan; |
| • | Registration Statement No. 333-24555, filed on April 4, 1997, relating to the registration of 400,000 Shares reserved for issuance under the Comerica Incorporated First Amended and Restated Employee Stock Purchase Plan; |
| • | Registration Statement No. 333-107962, filed on August 14, 2003, relating to the registration of 3,400,000 Shares reserved for issuance under the Comerica Incorporated First Amended and Restated Employee Stock Purchase Plan; |
| • | Registration Statement No. 333-117788, filed on July 30, 2004, relating to the registration of 500,000 Shares reserved for issuance under the Comerica Incorporated Incentive Plan for Non-Employee Directors; |
| • | Registration Statement No. 333-24565, filed on April 4, 1997, relating to the registration of 3,000,000 Shares reserved for issuance under the Comerica Incorporated 1997 Long-Term Incentive Plan; |
| • | Registration Statement No. 333-48122, filed on October 18, 2000, relating to the registration of 2,500,000 Shares reserved for issuance under the Comerica Incorporated 1997 Long-Term Incentive Plan; |
| • | Registration Statement No. 333-104163, filed on March 31, 2003, relating to the registration of 16,000,000 Shares reserved for issuance under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan; |
| • | Registration Statement No. 333-136053, filed on July 26, 2006, relating to the registration of 11,000,000 Shares reserved for issuance under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan; |
| • | Registration Statement No. 333-175857, filed on July 28, 2011, relating to the registration of 500,000 Shares reserved for issuance under the Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan; |
| • | Registration Statement No. 333-204099, filed on May 12, 2015, as amended on April 29, 2021, relating to the registration of 350,000 Shares reserved for issuance under the Comerica Incorporated 2015 Incentive Plan For Non-Employee Directors; |
| • | Registration Statement No. 333-110791, filed on November 26, 2003, relating to the registration of 1,000,000 Shares reserved for issuance under the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan; |
| • | Registration Statement No. 333-228250, filed on November 7, 2018, relating to the registration of 1,000,000 Shares reserved for issuance under the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan; |
| • | Registration Statement No. 333-110792, filed on November 26, 2003, relating to the registration of 160,000 Shares reserved for issuance under the Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan; |
| • | Registration Statement No. 333-228254, filed on November 7, 2018, relating to the registration of 200,000 Shares reserved for issuance under the Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan; |
| • | Registration Statement No. 333-24567, filed on April 4, 1997, relating to the registration of 500,000 Shares reserved for issuance under the Comerica Incorporated Preferred Savings Plan; |
| • | Registration Statement No. 333-50966, filed on November 30, 2000, relating to the registration of 3,000,000 Shares reserved for issuance under the Comerica Incorporated Preferred Savings Plan; |
| • | Registration Statement No. 333-228259, filed on November 7, 2018 relating to the registration of 1,000,000 Shares reserved for issuance under the Comerica Incorporated Preferred Savings Plan; |
| • | Registration Statement No. 333-255615, filed on April 29, 2021, relating to the registration of 5,000,000 Shares reserved for issuance under the Comerica Incorporated 2021 Employee Stock Purchase Plan; |
| • | Registration Statement No. 333-167261, filed on June 2, 2010, as amended on April 27, 2018, relating to the registration of 2,500,000 Shares reserved for issuance under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, As Further Amended and Restated; |
| • | Registration Statement No. 333-188274, filed on May 1, 2013, as amended on April 27, 2018, relating to the registration of 3,850,000 Shares reserved for issuance under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, As Further Amended and Restated; |
| • | Registration Statement No. 333-224490, filed on April 27, 2018, relating to the registration of 5,750,000 Shares reserved for issuance under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, As Further Amended and Restated; |
| • | Registration Statement No. 333-255616, filed on April 29, 2021, relating to the registration of 1,970,000 Shares reserved for issuance under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, As Further Amended and Restated; and |
| • | Registration Statement No. 333-278882, filed on April 23, 2024 relating to the registration of 2,065,000 additional Shares reserved for issuance under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, As Further Amended and Restated. |
On February 1, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated as of October 5, 2025, by and among the Registrant, Comerica Holdings Incorporated, a Delaware corporation and wholly owned subsidiary of Registrant (“Comerica Holdings”), Fifth Third Bancorp, an Ohio corporation (“Fifth Third”), and Fifth Third Financial Corporation, an Ohio corporation and a wholly owned subsidiary of Fifth Third (“Fifth Third Intermediary”), (i) the Registrant merged with and into Fifth Third Intermediary, with Fifth Third Intermediary surviving the merger as the surviving corporation and (ii) immediately thereafter, Comerica Holdings merged with and into Fifth Third Intermediary, with Fifth Third Intermediary surviving the merger as the surviving corporation (the “Mergers”).
As a result of the Mergers, the Registrant has terminated all offerings and sales pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the Shares registered but remaining unsold under the Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of each Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on this 2nd day of February, 2026.
| FIFTH THIRD BANCORP | ||
| (as sole shareholder of Fifth Third Financial Corporation, successor by merger to Comerica Incorporated) | ||
| By: | /s/ Christian Gonzalez | |
| Name: Title: |
Christian Gonzalez Executive Vice President and Chief Legal Officer | |
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.