Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 5, 2025, Fifth Third Bancorp, an Ohio corporation ("Fifth Third"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Comerica Incorporated, a Delaware corporation ("Comerica"), Comerica Holdings Incorporated, a Delaware corporation and a wholly owned subsidiary of Comerica ("Comerica Holdings"), and Fifth Third Financial Corporation, an Ohio corporation and a wholly owned subsidiary of Fifth Third ("Fifth Third Intermediary").

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Comerica will merge with and into Fifth Third Intermediary (the "Merger"), with Fifth Third Intermediary continuing as the surviving corporation in the Merger, and (ii) immediately thereafter, Comerica Holdings will merge with and into Fifth Third Intermediary, with Fifth Third Intermediary continuing as the surviving corporation (the "Second Step Merger", and together with the Merger, the "Mergers"). Following the completion of the Mergers, at a time determined by Fifth Third, each of Comerica Bank, a Texas banking association and wholly owned subsidiary of Comerica and Comerica Bank & Trust, National Association, a national bank and wholly owned subsidiary of Comerica Holdings, will each merge with and into Fifth Third Bank, National Association, a national banking association and a wholly owned subsidiary of Fifth Third Intermediary (each, a "Bank Merger" and collectively, the "Bank Mergers"), with Fifth Third Bank, National Association continuing as the surviving bank in each of the Bank Mergers. The Merger Agreement was unanimously approved by the boards of directors of each of Fifth Third and Comerica.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $5.00 per share, of Comerica ("Comerica Common Stock") outstanding immediately prior to the Effective Time, other than shares held by Comerica or Fifth Third, will be converted into the right to receive 1.8663 shares (the "Exchange Ratio") of common stock, without par value, of Fifth Third ("Fifth Third Common Stock"). Holders of Comerica Common Stock will receive cash in lieu of fractional shares. In addition, subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of 6.875% Fixed-Rate Reset Non-CumulativePerpetual Preferred Stock, Series B, no par value, of Comerica (the "Comerica Preferred Stock"), outstanding immediately prior to the Effective Time, will be automatically converted into the right to receive a share of a newly created series of preferred stock of Fifth Third having terms that are not materially less favorable than the terms of the Comerica Preferred Stock (all shares of such newly created series, collectively, the "New Fifth Third Preferred Stock").

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, (i) each outstanding and unexercised Comerica stock option will convert into a corresponding option with respect to Fifth Third Common Stock, with the numbers of shares and exercise price underlying such option adjusted based on the Exchange Ratio, (ii) each outstanding Comerica restricted stock unit award will convert into a corresponding award in respect of Fifth Third Common Stock, with the numbers of shares underlying such award adjusted based on the Exchange Ratio, (iii) each outstanding Comerica performance stock unit award will be converted into a Fifth Third restricted stock unit award, with the number of shares underlying such award (x) deemed to be earned based on the greater of target and actual performance measured through the latest practicable date prior to the Effective Time and (y) adjusted based on the Exchange Ratio and (iv) each outstanding Comerica deferred stock unit award will vest and convert into a corresponding award with respect to Fifth Third Common Stock, with the numbers of shares underlying such award adjusted based on the Exchange Ratio. Each such converted Fifth Third award will otherwise continue to be subject to the same terms and conditions as applied to the corresponding Comerica award (excluding any performance-based vesting requirements) in effect immediately prior to the Effective Time.

The Merger Agreement also provides that, as of the Effective Time, the number of directors constituting the Board of Directors of Fifth Third will be increased by three, and three directors of Comerica, determined by mutual agreement of Fifth Third and Comerica, will be appointed to the Board of Directors of Fifth Third.

The Merger Agreement contains customary representations and warranties of both Fifth Third and Comerica, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) its obligations to call a meeting of its shareholders to, in the case of Fifth Third, approve the issuance of shares of Fifth Third Common Stock in the Merger pursuant to the terms and conditions set forth in the Merger Agreement (the "Requisite Fifth Third Vote") and, in the case of Comerica, adopt the Merger Agreement (the "Requisite Comerica Vote"), and, subject to certain exceptions, for the board of directors of each of Comerica and Fifth Third to recommend that its shareholders vote in favor of such approvals, and (iii) its non-solicitationobligations relating to alternative acquisition proposals. Fifth Third and Comerica have also agreed to use their reasonable best efforts to obtain all necessary permits, consents, approvals and authorizations for consummation of the transactions contemplated by the Merger Agreement.

The completion of the Merger is subject to customary conditions, including (i) receipt of the Requisite Fifth Third Vote and the Requisite Comerica Vote, (ii) authorization for listing on the Nasdaq Stock Market of the shares of Fifth Third Common Stock and depositary shares in respect of the New Fifth Third Preferred Stock to be issued in the Merger, subject to official notice of issuance, (iii) receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Texas Department of Banking, (iv) the effectiveness of the registration statement on Form S-4for the shares of Fifth Third Common Stock and depositary shares in respect of the New Fifth Third Preferred Stock to be issued in the Merger, and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Mergers, the Bank Mergers or any of the other transactions contemplated by the Merger Agreement or making the completion of the Mergers, the Bank Mergers or any of the other transactions contemplated by the Merger Agreement illegal. Each party's obligation to complete the Merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the Merger Agreement and (c) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

The Merger Agreement provides certain termination rights for both Comerica and Fifth Third and further provides that a termination fee of $500,000,000 will be payable by either Comerica or Fifth Third, as applicable, in the event of a termination of the Merger Agreement under certain circumstances.

The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive consummation of the Mergers and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change

after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Fifth Third, Comerica, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Fifth Third, Comerica, their respective affiliates or their respective businesses, the Merger Agreement, the Mergers and the Bank Mergers that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4that will include a joint proxy statement of Fifth Third and Comerica and a prospectus of Fifth Third, as well as in the Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-Kand other filings that each of Fifth Third and Comerica makes with the Securities and Exchange Commission (the "SEC").

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.