Fifth Third to Acquire Comerica (Form 8-K)

Fifth Third to Acquire Comerica

Merger Delivers Compelling Value to Shareholders

CINCINNATI and DALLAS-Fifth Third Bancorp (Nasdaq: FITB) and Comerica Incorporated (NYSE: CMA) today announced that they have entered into a definitive merger agreement under which Fifth Third will acquire Comerica in an all-stock transaction valued at $10.9 billion. Under the terms of the agreement, Comerica's stockholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share as of Fifth Third's closing stock price on October 3, 2025, and a 20% premium to Comerica's 10-day volume-weighted average stock price. At close, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own approximately 27% of the combined company.

This transaction brings together two long-tenured banking franchises to create the 9^th largest U.S. bank with approximately $288 billion in assets. The combination is expected to be immediately accretive to shareholders; deliver peer-leading efficiency, return on assets and return on tangible common equity ratios; and create a compelling platform to generate sustainable long-term growth.

The acquisition is a strategic acceleration of Fifth Third's long-term growth plan, enhancing scale, profitability, and geographic reach. The combination of Fifth Third's award-winning retail banking and digital capabilities with Comerica's strong middle market banking franchise and attractive footprint further strengthens Fifth Third's position in high-growth markets. The combined entity will operate in 17 of the 20 fastest-growing markets in the country, including key regions in the Southeast, Texas and California, while solidifying its leadership in the Midwest. By 2030, it is expected that over half of Fifth Third's branches will be located in the Southeast, Texas, Arizona and California. Moreover, the combined company will have two $1 billion recurring and high return fee businesses - Commercial Payments and Wealth and Asset Management - which provide durable, diversified earnings and the additional capacity to reinvest in future growth.

"This combination marks a pivotal moment for Fifth Third as we accelerate our strategy to build density in high-growth markets and deepen our commercial capabilities," said Tim Spence, Chairman and CEO of Fifth Third Bank. "Comerica's strong middle market franchise and complementary footprint make this a natural fit. Together, we are creating a stronger, more diversified bank that is well-positioned to deliver value for our shareholders, customers, and communities - starting today, and over the long-term."

"Our unique approach to relationship banking has served our customers for nearly two centuries," said Curt Farmer, Chairman, President and CEO of Comerica. "Joining with Fifth Third-with its strengths in retail, payments and digital-allows us to build on our leading commercial franchise and further serve our customers with enhanced capabilities across more markets, while staying true to our core values. I am confident that we will be better together, and our customers, shareholders and communities will benefit."

To ensure business and client continuity, leadership will include representation from both organizations. Farmer will assume the role of Vice Chair and Peter Sefzik, Comerica's chief banking officer, will lead Fifth Third's Wealth & Asset Management business. Three members of Comerica's Board will join Fifth Third's Board of Directors following the transaction close. Farmer will also join Fifth Third's Board of Directors upon retirement. The transaction is anticipated to close at the end of the first quarter of 2026. The transaction is subject to shareholder approvals for both Fifth Third and Comerica, customary regulatory approvals and closing conditions.

"Our disciplined approach to M&A is grounded in the belief that anything we do must be strategic, make financial sense, and expand the reach of our industry-leading products and services - and this combination checks every box," Spence continued. "We're thrilled to build our future with a franchise we have long admired."

Investor Call

Fifth Third will hold a live investor presentation call on October 6, 2025 at 8:00 AM ET. The conference call will be accessible through live webcast via Fifth Third's Investor Relations website at www.53.com (click on "About Us" and then "Investor Relations"). Those unable to listen to the live webcast may access a webcast replay through the Fifth Third Investor Relations website at the same web address.

Advisors

Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Fifth Third and Sullivan & Cromwell LLP is serving as legal advisor.

J.P. Morgan Securities LLC is serving as lead financial advisor to Comerica and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Keefe, Bruyette & Woods, a Stifel Company, also served as financial advisor to Comerica.

Contacts

Fifth Third 

Comerica

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About Fifth Third

Fifth Third is a bank that's as long on innovation as it is on history. Since 1858, we've been helping individuals, families, businesses and communities grow through smart financial services that improve lives. Our list of firsts is extensive, and it's one that continues to expand as we explore the intersection of tech-driven innovation, dedicated people and focused community impact. Fifth Third is one of the few U.S.-based banks to have been named among Ethisphere's World's Most Ethical Companies^® for several years. With a commitment to taking care of our customers, employees, communities and shareholders, our goal is not only to be the nation's highest performing regional bank, but to be the bank people most value and trust.

Fifth Third Bank, National Association is a federally chartered institution. Fifth Third Bancorp is the indirect parent company of Fifth Third Bank and its common stock is traded on the NASDAQ^® Global Select Market under the symbol "FITB." Investor information and press releases can be viewed at www.53.com. Deposit and credit products provided by Fifth Third Bank, National Association. Member FDIC.

About Comerica

Comerica Incorporated (NYSE: CMA) is a financial services company headquartered in Dallas, Texas, and strategically aligned by three business segments: The Commercial Bank, The Retail Bank and Wealth Management. Comerica, one of the 25 largest commercial U.S. financial holding companies, focuses on building relationships and helping people and businesses be successful. Comerica provides banking centers across the country with locations in Arizona, California, Florida, Michigan and Texas. Founded on Aug. 17, 1849, in Detroit, Michigan, Comerica continues to expand into new regions, including its Southeast Market, based in North Carolina, and Mountain West Market in Colorado. Comerica has offices in 15 states and services 13 of the 15 largest U.S. metropolitan areas, as well as Canada and Mexico. Comerica reported total assets of $78.0 billion at June 30, 2025. Learn more about how Comerica is raising expectations of what a bank can be by visiting www.comerica.com.