COMERICA INC Merger Guide for Investors

Comerica Inc. has undergone a fundamental transformation: Fifth Third Bancorp officially acquired the company in an all-stock transaction valued at approximately $15.5 billion, based on Fifth Third's stock price at the time of the announcement. As a result, Comerica no longer operates as an independent company, having fully merged into Fifth Third's operations.

Comerica shareholders received 1.8663 shares of Fifth Third Bancorp (FITB) stock for each Comerica (CMA) share they owned. This exchange ratio implied a value of about $105.00 per Comerica share at the merger announcement. Any fractional shares were converted to cash. All of Comerica's banking operations, including Comerica Bank and Comerica Bank & Trust, have now merged into Fifth Third Bank, National Association, consolidating their branch networks, customer accounts, and services.

Event Date/Timeline

The merger officially closed on February 1, 2026, after satisfying all closing conditions, including regulatory and shareholder approvals. Fifth Third formally reported this news via an 8-K filing on February 2, 2026. The journey began with the initial merger agreement announcement on October 5, 2025, followed by approvals from the Federal Reserve Board, the Office of the Comptroller of the Currency (OCC), and shareholders of both Comerica and Fifth Third Bancorp in late 2025.

Impact Assessment (who/what is affected)

The merger profoundly impacts various stakeholders:

• Comerica Inc.: No longer exists as a standalone entity; its legacy is now integrated into Fifth Third. The New York Stock Exchange has delisted its stock (CMA).
• Fifth Third Bancorp: Significantly expands its size and market presence. The combined entity now boasts approximately $285 billion in assets, $220 billion in deposits, and over 1,500 branches across an expanded operating footprint. This dramatically alters Fifth Third's operational scale, strategic direction, and market reach, which is important for investors considering the new entity's potential.
• Investors: If you held Comerica stock, you are now a Fifth Third Bancorp shareholder. Your investment's performance is now linked to Fifth Third's success, particularly its ability to integrate Comerica and achieve projected synergies.
• Comerica's Employees: Fifth Third is now their employer. While stock awards converted to Fifth Third awards, employees can expect significant changes in roles, teams, and company culture during the integration. Some positions may become redundant. For investors, keeping an eye on employee retention and morale is important, as these can impact the success of the integration and the realization of synergies.
• Comerica's Customers: They are now Fifth Third Bank customers. They will eventually experience changes to their bank branches (some may consolidate or rebrand), online banking platforms, account numbers, and available services. From an investor's perspective, successful customer migration and retention are crucial for Fifth Third to maintain and grow its deposit base and revenue.
• Comerica's Management and Board: All previous Comerica directors and executive officers have concluded their roles. However, three former Comerica directors—Michael G. Van de Ven, Barbara R. Smith, and Derek J. Kerr—have joined Fifth Third's board. This provides some continuity and experience from the Comerica side within the new Fifth Third governance structure.
• Key Risks: The merger carries inherent risks, including integration challenges (e.g., IT systems, culture, product offerings), potential customer attrition, employee retention issues, and ongoing regulatory scrutiny. These are critical factors for investors to monitor as they can affect Fifth Third's future performance.

Financial Impact

Financially, the transaction is projected to significantly benefit Fifth Third. It expects to boost its earnings per share (EPS) by approximately 12% by the second full year post-closing. This growth stems from an estimated $350 million in annual cost synergies, which Fifth Third expects to fully realize within 18-24 months. The merger also creates anticipated revenue opportunities through cross-selling products and services. As a direct financial consequence, Comerica's stock (CMA) has been delisted from the New York Stock Exchange. These financial projections are key for understanding the potential upside of your investment in Fifth Third.

Key Takeaways for Investors

For investors, here are the essential points to understand:

• Your Comerica Shares are Now Fifth Third Shares: If you owned CMA, you now own FITB. Your brokerage account should reflect this change, showing 1.8663 shares of Fifth Third received for each Comerica share. This represented an implied value of approximately $105.00 per CMA share at the time of the announcement.
• Comerica Stock No Longer Trades: You can no longer buy or sell CMA. All trading for the combined entity will now occur through Fifth Third's stock (FITB).
• Shift Your Focus to Fifth Third: Direct any research or monitoring previously done for Comerica towards Fifth Third Bancorp. Understand their business, management, financial performance, and strategy for the combined entity.
• Integration: Risks and Opportunities: Mergers inherently present challenges. Monitor news regarding the integration's progress, especially concerning system conversions, customer retention, and the realization of the projected $350 million in annual cost synergies. Successful integration and synergy capture can enhance Fifth Third's value, while difficulties could create headwinds.
• This is a Done Deal: The merger is complete. Your ownership has definitively shifted, and the focus is now entirely on Fifth Third's execution.

As an investor, your next steps involve closely tracking Fifth Third's performance, particularly its progress in integrating Comerica and achieving the promised synergies. This will be key to understanding the future value of your investment.