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Comerica (CMA) investor relations material
Comerica Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary25 Nov, 2025
Executive summary
Fifth Third Bancorp and Comerica Incorporated have agreed to merge, creating one of the largest U.S. banks with $288 billion in assets, $174 billion in loans, and $224 billion in deposits, operating in 17 of the 20 fastest-growing large metropolitan areas.
Comerica shareholders will receive 1.8663 shares of Fifth Third common stock for each Comerica share, representing a 20% premium to Comerica’s 10-day average price before announcement.
The merger is structured as a tax-free reorganization, with no gain or loss recognized by Comerica shareholders except for cash in lieu of fractional shares.
The combined company will be 73% owned by Fifth Third shareholders and 27% by Comerica shareholders.
The transaction is expected to close in the first quarter of 2026, subject to regulatory and shareholder approvals.
Voting matters and shareholder proposals
Fifth Third shareholders will vote on the issuance of new Fifth Third common stock for the merger and on the adjournment of the special meeting if more votes are needed.
Comerica shareholders will vote on adopting the merger agreement, approving merger-related executive compensation (advisory), and the adjournment of the special meeting if necessary.
Both boards unanimously recommend voting in favor of all proposals.
Approval requires a majority of outstanding voting power for key proposals; abstentions and broker non-votes generally count as votes against.
Board of directors and corporate governance
The Fifth Third board will expand by three seats, to be filled by Comerica directors; Comerica’s CEO will join the Fifth Third board upon retirement.
Fifth Third’s current executive officers will remain in place, with some Comerica executives joining the combined company in leadership roles.
Category III bank regulatory impact on Fifth Third
Comerica executive compensation post-merger
Comerica's 75% vote rule for related person deals?
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Q4 202523 Jan, 2026
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Frequently asked questions
Holding Company for Regional Banks
Comerica Inc. is an American financial services company and is the parent company of Comerica Bank, which in turn operates over 400 regional branches across the US and select international locations. Comerica offers personal banking, business financing, wealth management, and online services, with an emphasis on providing personal service and expertise for its customers. The company is headquartered in Dallas, Texas, and its shares are listed on the NYSE.
Born in Detroit, Based in Dallas
Comerica Incorporated traces its roots back to 1849 when it was founded in Detroit as the Detroit Savings Fund Institute. Throughout the years it has seen it change names and expand its service services. The company adopted the name Comerica in 1982 to better reflect its expansion outside of Michigan. Throughout the 20th century, Comerica grew organically as well as by merging with other banks, steadily expanding its footprint. The bank strategically relocated its headquarters to Dallas, Texas, in 2007, to position itself at the heart of a robust financial market and closer to its growing customer base across the Sun Belt. Despite the move, the company has maintained a significant presence in Detroit and has the naming rights to the Tigers’ home field, which is called Comerica Park.
The Services
Its offerings include personal banking services with a variety of checking and savings account options, as well as personal loans and mortgages. For business clients, Comerica provides commercial loans, lines of credit, and cash management services, catering to small businesses and large corporations alike. The company also specializes in wealth management, offering investment advice, asset management, and estate planning to help clients grow and protect their wealth. In addition to these services, Comerica offers digital banking platforms for its customers.
A Regional Bank
Comerica Incorporated positions itself as a regional bank, with a strategic concentration in states like Texas, California, and Michigan, as well as in Arizona and Florida. Comerica Incorporated maintains a regional banking model, with a strategic emphasis on specific high-growth markets, including Texas, California, Michigan, Arizona, and Florida. This targeted approach allows the bank to concentrate its resources and expertise in areas where it can deeply understand and efficiently serve the unique needs of local businesses and consumers. By doing so, Comerica can provide a level of service and attention that might be more challenging for larger, nationwide banks, and allows them to compete with giants such as Wells Fargo, Citigroup, Bank of America, and other similar companies.
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