EX-99.1 2 d76458dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Monday, October 6, 2025 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 9th 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 co…
Open exhibit ↗Current Report · Items 8.01, 9.01 · 8-K
COMERICA INC
Other Events
ITEM 8.01 OTHER EVENTS. On October 6, 2025, Comerica Incorporated and Fifth Third Bancorp issued a joint press release announcing the execution of a definitive merger agreement pursuant to which, on the terms and subject to the conditions set forth therein, (i) Comerica Incorporated will merge with Fifth Third Financial Corporation, a wholly owned subsidiary of Fifth Third Bancorp, with Fifth Thir…
Company context
Comerica Incorporated 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 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 $77.4 billion at Sept. 30, 2025. Learn more about how Comerica is raising expectations of what a bank can be by visiting www.comerica.com.