Fifth Third to acquire Comerica for $10.9B in all-stock deal; 20% premium to 10-day VWAP

FIFTH THIRD BANCORP

Comerica shareholders receive 1.8663 FITB shares per CMA share (~$82.88/share); Fifth Third owners get 73%, Comerica owners 27%.
Combined entity will have ~$288B in assets, becoming the 9th largest U.S. bank; close expected end of Q1 2026.
Curt Farmer to serve as Vice Chair; Peter Sefzik to lead Wealth & Asset Management; three Comerica board members to join Fifth Third board.
Deal immediately accretive to earnings; combined company to operate in 17 of 20 fastest-growing U.S. markets.
Two $1B fee businesses (Commercial Payments and Wealth & Asset Management) provide durable, diversified earnings.

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