Fifth Third to acquire Comerica in all-stock merger; CMA shareholders get 1.8663 FITB shares per share

FIFTH THIRD BANCORP

Each Comerica common share converts into 1.8663 Fifth Third common shares; cash for fractional shares.
Comerica preferred stock converts into new Fifth Third preferred stock with no less favorable terms.
Boards unanimously approved; transaction expected to close in 2026 subject to regulatory and shareholder approvals.
Termination fee of $500 million payable by either party under certain circumstances.
Fifth Third board will increase by three; three Comerica directors appointed to FITB board.

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