Announcement • Feb 02

+ 1 more update

Fifth Third Financial Corporation completed the acquisition of Comerica Incorporated (NYSE:CMA).

Fifth Third Financial Corporation entered into a definitive merger agreement to acquire Comerica Incorporated (NYSE:CMA) for $10.9 billion on October 6, 2025. Under the terms of the agreement, Comerica’s stockholders will receive 1.8663 Fifth Third shares for each Comerica share. Upon completion, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own approximately 27% of the combined company and Curt Farmer, Chairman, President and CEO of Comerica 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. Curt Farmer will also join Fifth Third’s Board of Directors upon retirement. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $500 million will be payable by either Fifth Third or Comerica The transaction is subject to shareholder approvals for both Fifth Third and Comerica, customary regulatory approvals and closing conditions, including the approval of the Federal Reserve Board, the OCC and the Texas Department of Banking, and the expiration of all statutory waiting periods without the imposition of any materially burdensome regulatory condition, authorization for listing on NASDAQ of the shares of Fifth Third common stock and new Fifth Third preferred stock to be issued in the first merger, the effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus is a part, and the absence of a stop order or proceeding initiated or threatened by the SEC for that purpose. The transaction is anticipated to close at the end of the first quarter of 2026. The combination is expected to be 9% 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 and receipt by each party of an opinion from its counsel to the effect that Comerica’s merger with and into Fifth Third will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The transaction is expected to generate cost saving of $850 million, 35% of Comerica’s non-interest expense base of total, 37.5% to be realised in 2026 & 100% thereafter. Each of Fifth Third’s and Comerica’s respective boards of directors has unanimously approved the transaction. Transaction is also expected to generate $1.3 billion of core deposit intangibles, to be amortized over 10 years with sum of years digit method. Both Fifth Third and Comerica special shareholder meetings to vote on the transaction will be held on January 6, 2026, 9 a.m. Eastern. As of January 6, 2026, shareholders of Fifth Third Bancorp and stockholders of Comerica Incorporated voted separately to approve the proposed merger of the two companies and transaction is expected to close in the first quarter of 2026. On January 13, 2026, the Board of Governors of the Federal Reserve System approved the combination of the two companies. This follows receipt of the approval of the Office of the Comptroller of the Currency on December 15, 2025. As a result, all material regulatory and shareholder approvals to merge have been received. The transaction is expected to close on February 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions. Goldman Sachs & Co. LLC acted as exclusive financial advisor and fairness opinion provider to Fifth Third. Fifth Third has agreed to pay Goldman Sachs a transaction fee of $50 million, $5 million of which became payable upon the announcement of the mergers, and the remainder of which is contingent upon consummation of the mergers. Led by Roy Tannenbaum and Philip Richter, Fried, Frank, Harris, Shriver & Jacobson LLP advised Goldman Sachs & Co. LLC. H. Rodgin Cohen, Mitchell S. Eitel, Marc Treviño, Sarah Remmer Long, S. Eric Wang and RuiHui (Rachel) Yu of Sullivan & Cromwell LLP acted as legal advisors to Fifth Third. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Comerica Incorporated. Comerica has agreed to pay J.P. Morgan an estimated fee of approximately $75 million, $7.5 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion, and the remainder of which is contingent upon consummation of the mergers. Edward D. Herlihy, Matthew M. Guest, Richard K. Kim, Jeannemarie O'Brien, Alicia C. McCarthy, Joshua M. Holmes, Gregory E. Pessin and Christina C. Ma of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to Comerica Incorporated. Scott Anderson, Joseph Gulash and Charlie Miceli of Keefe, Bruyette & Woods, Inc. acted as financial advisor to Comerica Incorporated. Innisfree M&A Incorporated acted as information agent to Comerica and will receive a fee of $40,000 for its services. D.F. King & Co acted as information agent to Fifth Third and will receive a fee of $30,000 for its services. Equiniti Trust Company LLC acted as transfer agent and depository to Fifth Third. Fifth Third Financial Corporation completed the acquisition of Comerica Incorporated (NYSE:CMA) on February 1, 2026.

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