NYSE:CMA

Fifth Third Bancorp and Comerica Incorporated announced that they have received all material regulatory and shareholder approvals to complete their proposed merger, clearing the final major hurdle for the transaction. The U.S. Federal Reserve has approved the combination, and the deal is now expected to close on February 1, 2026, subject to customary closing conditions.

The merger will create the ninth-largest bank in the United States, with approximately $290 billion in assets and a footprint spanning 17 of the 20 fastest-growing large U.S. markets. Executives from both banks said the combination will result in a more diversified institution with enhanced capabilities, immediate earnings accretion, no dilution to tangible book value per share, and an estimated path to more than $500 million in annual revenue synergies.

Integration work is underway, with full system and brand conversions planned later in 2026. Until then, Comerica branches will continue to operate under the Comerica brand, and customers are expected to see minimal disruption.
Fifth Third Bancorp announced it will acquire Comerica Incorporated in an all-stock transaction valued at $10.9 billion.

Comerica shareholders will receive 1.8663 Fifth Third shares per Comerica share, valuing Comerica at $82.88 per share and representing a 20% premium to its recent average price. After the merger, Fifth Third shareholders will own about 73% of the combined company and Comerica shareholders 27%.

The merger will create the 9th-largest U.S. bank, with $288 billion in assets, expanding Fifth Third’s presence in high-growth regions such as Texas, California, and the Southeast. The deal is expected to be immediately accretive, improving efficiency and returns while combining Fifth Third’s retail and digital strength with Comerica’s commercial banking base.

Comerica CEO Curt Farmer will become Vice Chair of Fifth Third, and three Comerica board members will join the Fifth Third board. The merger is expected to close by Q1 2026, subject to shareholder and regulatory approvals.
Comerica Q1 2025 earnings summary

Comerica reported first quarter 2025 net income of $172 million, or $1.25 per diluted share, compared to $138 million, or $0.98 per share, in Q1 2024. The increase was supported by stronger-than-expected noninterest-bearing deposit levels, disciplined deposit pricing, and lower expenses.

Key metrics (Q1 2025 vs. Q1 2024):

- Net interest income: $575 million (up from $548 million)
- Net interest margin: 3.18 percent (up from 2.80 percent)
- Noninterest income: $254 million (up from $236 million)
- Noninterest expenses: $584 million (down from $603 million)
- Return on average assets: 0.90 percent (up from 0.66 percent)
- Return on equity: 10.60 percent (up from 9.33 percent)
- CET1 capital ratio: 12.05 percent (up from 11.48 percent)

Credit quality:

- Net charge-offs: $26 million (compared to $14 million a year ago)
- Allowance for credit losses: $719 million, or 1.44 percent of total loans
- Nonperforming assets: $301 million, or 0.60 percent of total loans

Balance sheet trends:

- Average loans: $50.2 billion (down from $51.4 billion)
- Average deposits: $61.9 billion (down from $65.3 billion)
- Noninterest-bearing deposits: $23.5 billion, representing 38 percent of total deposits

Capital actions:

- Total capital returned to shareholders: $143 million, through $93 million in common dividends and $50 million in share repurchases
- Tangible common equity per share: $45.85 (up from $37.84)
- Common equity ratio: 8.58 percent (up from 7.12 percent)

Management commentary emphasized stability in credit quality, efficient expense control, and strong liquidity, while expressing confidence in the bank's ability to navigate a changing rate environment.
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10-06-25European Investor