FIFTH THIRD BANCORP

FIFTH THIRD BANCORP Completes Transformative Merger with Comerica Incorporated

Fifth Third Bancorp has finalized a significant strategic move: the all-stock merger with Comerica Incorporated. This summary cuts through the financial jargon to explain what this major event means for Fifth Third, its stakeholders, and your investment perspective.

---

1. Fifth Third and Comerica: A New Combined Entity Fifth Third Bancorp officially completed its all-stock merger with Comerica Incorporated. This transaction means Fifth Third has acquired and fully integrated Comerica, creating a substantially larger financial institution. All of Comerica's operations, including its banking subsidiaries (Comerica Bank and Comerica Bank & Trust), are now part of Fifth Third, and Comerica no longer exists as a separate corporate entity. Valued at approximately $15.5 billion at the time of its announcement, this merger significantly reshapes Fifth Third's market position.

2. Key Dates The merger officially closed on February 1, 2026. Fifth Third filed the required SEC 8-K report on February 2, 2026, confirming the completion. The companies first announced the agreement to merge on October 5, 2025.

3. Why This Merger Matters: A Strategic Power Play While this filing confirms the merger's completion, understanding the strategic reasons behind such a large combination is crucial for investors. Fifth Third pursued this acquisition with several key goals:

• Enhanced Scale and Market Leadership: To create a top-tier regional bank with significantly expanded assets, deposits, and loan portfolios.
• Geographic Expansion: To strengthen its presence in key growth markets, particularly in the Southeast and Texas, by leveraging Comerica's established footprint.
• Diversified Business Mix: To broaden its product offerings and client base, especially in commercial banking, wealth management, and specialized lending.
• Significant Cost Synergies: Fifth Third anticipates realizing substantial annual cost savings, estimated at approximately $650 million by the third year post-merger, through operational efficiencies and reduced redundancies.
• Revenue Growth Opportunities: To drive new revenue by cross-selling products and services across the combined customer base. This merger aims to create a more competitive and financially robust institution, ultimately seeking long-term shareholder value creation.

4. The New Financial Landscape This merger fundamentally alters Fifth Third's financial profile:

• A Much Larger Bank: The combined entity now boasts pro forma assets of approximately $450 billion, deposits of around $350 billion, and loans totaling roughly $280 billion, based on recent financial statements. This makes Fifth Third one of the largest regional banks in the U.S., with an expanded network of over 1,500 branches.
• Increased Debt Profile: Fifth Third assumed Comerica's existing debt obligations, including approximately $1.79 billion in Comerica's parent company notes and another $626 million in Comerica Bank's notes. While a normal part of an acquisition, this increases Fifth Third's overall leverage, which investors should monitor.
• Leadership Integration: Fifth Third's Board of Directors expanded to 16 members, with three former Comerica directors joining. This integration brings valuable experience and helps ensure smoother corporate governance.
• Financial Impact: Fifth Third expects the merger to be accretive to earnings per share (EPS) by approximately 10% in 2027 (the first full year of combined operations), excluding one-time merger-related costs. However, it will initially be dilutive to tangible book value per share, with a projected earn-back period of around 3.5 years.

5. Who Does This Merger Affect? This merger impacts various stakeholders:

• For Fifth Third's Employees: They are now part of a significantly larger organization, with potential for new roles and expanded opportunities as integration efforts unfold.
• For Comerica's Employees: Their employer is now Fifth Third. Their existing stock options and restricted stock units converted into equivalent Fifth Third awards, adjusted for the merger terms, directly linking their equity to Fifth Third's future performance.
• For Fifth Third's Customers: They can anticipate an expanded branch network, a broader suite of financial products, and enhanced digital capabilities as Comerica's offerings integrate.
• For Comerica's Customers: Their banking relationship transitions to Fifth Third. Eventually, their accounts, branches, and services will be rebranded and integrated into the Fifth Third system. Clear communication and a smooth transition process will be crucial for retaining these customers.
• For Investors/Shareholders:
  • Former Comerica Shareholders: Each share of Comerica common stock converted into 1.8663 shares of Fifth Third common stock. Fifth Third paid cash for fractional shares.
  • Former Comerica Preferred Stock Holders: Your Comerica preferred stock converted into newly created Fifth Third preferred stock (400,000 shares of New Fifth Third Preferred Stock, represented by 16 million depositary shares) with substantially similar terms.
  • Existing Fifth Third Shareholders: Your ownership stake is now in a much larger, more diversified bank. While the merger expects to be accretive to EPS, the issuance of new shares for the acquisition dilutes your ownership percentage in the combined entity. The market's reaction will depend on the successful execution of integration and realization of projected synergies.

6. What Happens Next: Integration and Performance Monitoring

• Immediate Focus: Fifth Third's immediate priority is the complex task of integrating Comerica's systems, branches, and employees. This involves harmonizing IT platforms, consolidating operations, and ensuring a seamless customer experience.
• Key Filings Ahead: Investors should closely watch for the upcoming pro forma financial information, which Fifth Third expects to file within 71 days. This will provide a comprehensive view of the combined company's historical financial performance, offering a clearer picture of its new financial health, profitability, and balance sheet structure. Fifth Third will also file the financial statements of the acquired businesses.
• Long-Term Monitoring: Fifth Third's ability to achieve its stated synergy targets, maintain strong credit quality, grow its customer base, and ultimately deliver on its EPS accretion goals will determine the merger's success.

7. Investor Takeaways: Navigating the New Fifth Third As an investor, here's what to keep in mind:

• The Deal is Done: The uncertainty surrounding the merger's completion has passed. Now, the focus shifts entirely to execution.
• Integration is Key: This acquisition's success hinges on Fifth Third's ability to smoothly integrate Comerica. Monitor updates on integration progress, any potential disruptions, and customer retention rates.
• Monitor Financials Closely: The upcoming pro forma financials are critical. Pay attention to key metrics like Earnings Per Share (EPS), Return on Assets (ROA), Return on Equity (ROE), Net Interest Margin (NIM), Efficiency Ratio, and Asset Quality (non-performing loans, charge-offs) to assess the combined entity's performance.
• Understand the Trade-offs: While the merger offers significant growth potential and expected EPS accretion, it also brings integration risks, increased debt, and initial tangible book value dilution.
• Risk Factors: Be aware of potential risks, including challenges in achieving synergy targets, higher-than-expected integration costs, potential customer attrition, and the broader economic environment impacting loan growth and credit quality.
• Do Your Homework: This is a transformative event for Fifth Third. Re-evaluate your investment thesis for the combined company based on its new scale, strategic direction, and financial projections.