\nFifth 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\u2019s stockholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share as of Fifth Third\u2019s closing stock price on October 3, 2025, and a 20% premium to Comerica\u2019s 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.<\/p>\n
This press release features multimedia. View the full release here: https:\/\/www.businesswire.com\/news\/home\/20251005297654\/en\/<\/a><\/p>\n \nThis transaction brings together two long-tenured banking franchises to create the 9th<\/sup> 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.<\/p>\n \nThe acquisition is a strategic acceleration of Fifth Third\u2019s long-term growth plan, enhancing scale, profitability, and geographic reach. The combination of Fifth Third\u2019s award-winning retail banking and digital capabilities with Comerica\u2019s strong middle market banking franchise and attractive footprint further strengthens Fifth Third\u2019s 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\u2019s 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 \u2013 Commercial Payments and Wealth and Asset Management \u2013 which provide durable, diversified earnings and the additional capacity to reinvest in future growth.<\/p>\n \n\u201cThis 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,\u201d said Tim Spence, Chairman, CEO and President of Fifth Third Bank. \u201cComerica\u2019s 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 \u2013 starting today, and over the long-term.\u201d<\/p>\n \n\u201cOur unique approach to relationship banking has served our customers for nearly two centuries,\u201d said Curt Farmer, Chairman, President and CEO of Comerica. \u201cJoining with Fifth Third \u2013 with its strengths in retail, payments and digital \u2013 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.\u201d<\/p>\n \nTo ensure business and client continuity, leadership will include representation from both organizations. Farmer will assume the role of Vice Chair and Peter Sefzik, Comerica\u2019s chief banking officer, will lead Fifth Third\u2019s Wealth & Asset Management business. Three members of Comerica\u2019s Board will join Fifth Third\u2019s Board of Directors following the transaction close. Farmer will also join Fifth Third\u2019s 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.<\/p>\n \n\u201cOur 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 \u2013 and this combination checks every box,\u201d Spence continued. \u201cWe\u2019re thrilled to build our future with a franchise we have long admired.\u201d<\/p>\n Investor Call<\/span><\/p>\n \nFifth 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\u2019s Investor Relations website at www.53.com<\/a> (click on \u201cAbout Us\u201d and then \u201cInvestor Relations\u201d). 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.<\/p>\n Advisors<\/span><\/p>\n \nGoldman Sachs & Co. LLC is serving as exclusive financial advisor to Fifth Third and Sullivan & Cromwell LLP is serving as legal advisor.<\/p>\n \nJ.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<\/i>, also served as financial advisor to Comerica.<\/p>\n About Fifth Third<\/b><\/p>\n \nFifth Third is a bank that\u2019s as long on innovation as it is on history. Since 1858, we\u2019ve been helping individuals, families, businesses and communities grow through smart financial services that improve lives. Our list of firsts is extensive, and it\u2019s 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\u2019s World\u2019s Most Ethical Companies\u00ae<\/sup> 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\u2019s highest performing regional bank, but to be the bank people most value and trust.<\/p>\n \nFifth 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\u00ae<\/sup> Global Select Market under the symbol “FITB.” Investor information and press releases can be viewed at www.53.com<\/a>. Deposit and credit products provided by Fifth Third Bank, National Association. Member FDIC.<\/p>\n About Comerica<\/b><\/p>\n \nComerica 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<\/a>.<\/p>\n FORWARD-LOOKING STATEMENTS<\/b><\/p>\n \nThis communication contains statements that constitute \u201cforward-looking statements\u201d within the meaning of, and subject to the protections of, Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as \u201cachieve,\u201d \u201canticipate,\u201d \u201cassume,\u201d \u201cbelieve,\u201d \u201ccould,\u201d \u201cdeliver,\u201d \u201cdrive,\u201d \u201cenhance,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cfocus,\u201d \u201cfuture,\u201d \u201cgoal,\u201d \u201cgrow,\u201d \u201cguidance,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d \u201cposition,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201copportunity,\u201d \u201coutlook,\u201d \u201cshould,\u201d \u201cstrategy,\u201d \u201ctarget,\u201d \u201ctrajectory,\u201d \u201ctrend,\u201d \u201cwill,\u201d \u201cwould,\u201d and other similar words and expressions or the negative of such terms or other comparable terminology. Forward-looking statements include, but are not limited to, statements about our business strategy, goals and objectives, projected financial and operating results, including outlook for future growth, and future common share dividends, common share repurchases and other uses of capital. These statements are not historical facts, but instead represent our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control.<\/p>\n \nComerica Incorporated\u2019s (\u201cComerica\u201d) and Fifth Third Bancorp\u2019s (\u201cFifth Third\u201d) actual results and financial condition may differ materially from those indicated in these forward-looking statements. Important factors that could cause Comerica\u2019s and Fifth Third\u2019s actual results, financial condition and predictions to differ materially from those indicated in such forward-looking statements include, in addition to those set forth in our and Fifth Third\u2019s filings with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d): (1) the risk that the cost savings and synergies from the merger of Comerica with Fifth Third (the \u201cTransaction\u201d) may not be fully realized or may take longer than anticipated to be realized; (2) the failure of the closing conditions in the merger agreement between Comerica and Fifth Third providing for the Transaction to be satisfied, or any unexpected delay in closing the Transaction or the occurrence of any event, change or other circumstances, including the impact and timing of any government shutdown, that could delay the Transaction or could give rise to the termination of the merger agreement; (3) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Comerica, Fifth Third or the combined company; (4) the possibility that the Transaction does not close when expected or at all because required regulatory, stockholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed Transaction); (5) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Comerica and Fifth Third operate; (6) disruption to the parties\u2019 businesses as a result of the announcement and pendency of the Transaction; (7) the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of Comerica or Fifth Third to operate its business outside the ordinary course during the pendency of the Transaction; (8) risks related to management and oversight of the expanded business and operations of the combined company following the closing of the proposed Transaction; (9) the risk that the integration of each party\u2019s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party\u2019s businesses into the other\u2019s businesses; (10) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (11) reputational risk and potential adverse reactions of Comerica or Fifth Third customers, employees, vendors, contractors or other business partners, including those resulting from the announcement or completion of the Transaction; (12) the dilution caused by Fifth Third\u2019s issuance of additional shares of its common stock in connection with the Transaction; (13) a material adverse change in the condition of Comerica or Fifth Third; (14) the extent to which Comerica\u2019s or Fifth Third\u2019s businesses perform consistent with management\u2019s expectations; (15) Comerica\u2019s and Fifth Third\u2019s ability to take advantage of growth opportunities and implement targeted initiatives in the timeframe and on the terms currently expected; (16) the inability to sustain revenue and earnings growth; (17) the execution and efficacy of recent strategic investments; (18) the timing and impact of Comerica\u2019s Direct Express transition; (19) the impact of macroeconomic factors, such as changes in general economic conditions and monetary and fiscal policy, particularly on interest rates; (20) changes in customer behavior; (21) unfavorable developments concerning credit quality; (22) declines in the businesses or industries of Comerica\u2019s or Fifth Third\u2019s customers; (23) the possibility that the combined company is subject to additional regulatory requirements as a result of the proposed Transaction of expansion of the combined company\u2019s business operations following the proposed Transaction; (24) general competitive, political and market conditions and other factors that may affect future results of Comerica and Fifth Third including changes in asset quality and credit risk; (25) security risks, including cybersecurity and data privacy risks, and capital markets; (26) inflation; (27) the impact, extent and timing of technological changes; (28) capital management activities; (29) competitive product and pricing pressures; (30) the outcomes of legal and regulatory proceedings and related financial services industry matters; and (31) compliance with regulatory requirements. Any forward-looking statement made in this communication is based solely on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except to the extent required by law. These and other important factors, including those discussed under \u201cRisk Factors\u201d in Comerica\u2019s Annual Report on Form 10-K for the year ended December 31, 2024 (available at: https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0000028412\/000002841225000108\/cma-20241231.htm<\/a>), and in Fifth Third\u2019s Annual Report on Form 10-K for the year ended December 31, 2024 (available at: https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0000035527\/000003552725000079\/fitb-20241231.htm<\/a>), as well as Comerica\u2019s and Fifth Third\u2019s subsequent filings with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Comerica and Fifth Third disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.<\/p>\n ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT<\/b><\/p>\n \nFifth Third intends to file a registration statement on Form S-4 with the SEC to register the shares of Fifth Third common stock that will be issued to Comerica stockholders in connection with the proposed Transaction. The registration statement will include a joint proxy statement of Comerica and Fifth Third that also constitutes a prospectus of Fifth Third. The definitive joint proxy statement\/prospectus will be sent to the stockholders of Comerica and shareholders of Fifth Third in connection with the proposed Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT\/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT\/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING COMERICA, FIFTH THIRD, THE TRANSACTION AND RELATED MATTERS.<\/p>\n \nInvestors and security holders may obtain free copies of these documents and other documents filed with the SEC by Comerica or Fifth Third through the website maintained by the SEC at https:\/\/www.sec.gov<\/a> or by contacting the investor relations department of Comerica or Fifth Third at:<\/p>\n
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