Fifth Third and Comerica Announce Receipt of All Material Approvals to Combine

Fifth Third Bancorp (Nasdaq: FITB) and Comerica Incorporated (NYSE: CMA) today announced that the Board of Governors of the Federal Reserve System approved the combination of the two companies. As a result, all material regulatory and shareholder approvals to merge have been received. The transaction is expected to close on February 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions, and will form the ninth largest U.S. bank with $290 billion in assets and a footprint that includes 17 of the 20 fastest-growing large markets in the U.S.

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“We are thrilled to have all material approvals secured so we can begin an exciting new chapter as one combined company,” said Tim Spence, Chairman, CEO and President of Fifth Third. “Together, Fifth Third and Comerica will create a stronger, more diversified bank with industry-leading capabilities; a leading position in markets across the Midwest, Southeast, Texas and California; and a proven platform for innovation and expansion.”

"With the material regulatory and shareholder approvals in place, we are eager to proceed with Fifth Third to combine our organizations. For 175 years, Comerica's identity has been built on deep customer trust and dedicated service; we are proud to join an organization that shares these enduring principles," said Curt Farmer, Chairman, President and CEO of Comerica.

Integration teams are working closely to facilitate a smooth transition for employees and customers. Full system and brand conversions are expected later this year. Until then, customers at both banks will see little change in their day-to-day business, and Comerica locations will continue to operate under the Comerica brand.

“As we move forward, our focus will be on leveraging our expanded footprint and complementary strengths to provide exceptional value to current and future customers,” Spence continued. “With immediate earnings accretion, no dilution to tangible book value per share, and a clear path to more than half a billion dollars in annual revenue synergies, we are confident that this combination will deliver superior outcomes and set a new standard for what a modern, innovative bank can achieve.”