COMERICA (CMA) Company Report

Comerica Incorporated completed its merger with Fifth Third Financial Corporation, a wholly owned subsidiary of Fifth Third Bancorp, on February 1, 2026, resulting in Comerica ceasing its separate corporate existence and becoming a wholly owned subsidiary of Fifth Third.
Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock.
Comerica's 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, converted into a newly created Series M Preferred Stock of Fifth Third, which has a liquidation preference of $1,000 per share and a fixed dividend rate of 6.875% per annum until October 1, 2030.
Comerica Common Stock and Comerica Preferred Stock were delisted from the New York Stock Exchange on February 2, 2026, following the merger.

1 day ago

8-K

Comerica Reports Q4 and Full-Year 2025 Financial Results Amidst Pending Merger

CMA

Earnings

M&A

Comerica Incorporated reported net income of $176 million and diluted earnings per common share of $1.27 for the fourth quarter of 2025. For the full year 2025, net income was $723 million and diluted earnings per common share was $5.28.
Excluding merger-related expenses, net income for Q4 2025 was $201 million, and diluted earnings per common share was $1.46. For the full year 2025, these figures were $748 million and $5.47, respectively.
The company incurred $32 million in merger-related expenses during the fourth quarter of 2025.
Comerica's shareholders approved the proposed merger with Fifth Third Bancorp on January 6, 2026, with the transaction expected to close in the first quarter of 2026. Management will not conduct an earnings conference call due to the pending merger.

Jan 20, 2026, 11:33 AM

8-K

Northern Trust Asset Management Publishes 2026 Capital Market Assumptions

CMA

New Projects/Investments

Northern Trust Asset Management published its Capital Market Assumptions (CMA) 2026 Edition, forecasting market trends and returns over the next decade.
The report projects U.S. (6.8%), Japanese (7.3%), and Australian (7.7%) equities to lead global returns.
Private markets are expected to outperform public markets, with private equity and venture capital combined projected at 10.2% annualized return and private credit at 8.2% annualized.
Fixed income is forecast to have improving and stable returns, including 5.0% for U.S. investment grade bonds and 4.6% for Treasurys.
Key long-term trends driving these forecasts include rising innovation (AI), declining demographics, a global shift to self-reliance, and looming debt and deficits.

Jan 15, 2026, 3:00 PM

Press Release

Saudi CMA Opens Capital Market to All Foreign Investors

CMA

New Projects/Investments

The Capital Market Authority (CMA) will open the capital market to all categories of foreign investors for direct investment starting February 1, 2026.
This regulatory change eliminates the Qualified Foreign Investor (QFI) concept and the framework for swap agreements, allowing direct access to listed shares without prior qualification requirements.
The amendments aim to expand the investor base, support investment inflows, and enhance market liquidity.
International investors' ownership in the capital market exceeded SAR 590 billion by the end of the third quarter of 2025, with these changes expected to attract additional international investments.

Jan 7, 2026, 3:20 PM

Press Release

Comerica Stockholders Approve Merger with Fifth Third Bancorp

CMA

M&A

Proxy Vote Outcomes

Comerica Incorporated stockholders and Fifth Third Bancorp shareholders approved their proposed merger on January 6, 2026.
Comerica stockholders voted 97.0% in favor of the merger, while Fifth Third shareholders voted 99.7% in favor.
The transaction is expected to close in the first quarter of 2026.
The combined entity is projected to become the ninth largest U.S. bank, holding $290 billion in assets.

Jan 6, 2026, 9:01 PM

8-K

Saudi Arabia to Open Tadawul to All Foreign Investors

CMA

New Projects/Investments

Effective February 1, 2026, Saudi Arabia's Capital Market Authority will abolish the Qualified Foreign Investor (QFI) framework, opening the Tadawul to all foreign investors.
This liberalization removes prior qualification gates, including a $500 million assets-under-management threshold and a five-year operational-history requirement, granting non-residents direct access with legal title and voting rights.
The change aims to boost inflows, deepen liquidity, and support Saudi Arabia's Vision 2030 projects and efforts to reduce oil dependence.
The Saudi market is approximately $2.3 trillion in size, with foreign ownership at about 590 billion riyals as of the end of September.

Jan 6, 2026, 1:34 PM

Bloomberg

Comerica: HoldCo Asset Management Urges 'NO' Vote on Merger

CMA

M&A

Proxy Vote Outcomes

Executive Compensation

HoldCo Asset Management, which manages approximately $2.6 billion in regulatory assets, recommends Comerica shareholders vote 'NO' on the proposed merger, asserting that the sale process was rushed and driven by the CEO's compensation rather than maximizing shareholder value.
HoldCo highlights that only 17 days elapsed between the initial merger discussion and the execution of the merger agreement, the fastest bank merger timeline since the 2008 global financial crisis, and that the Board rejected alternative proposals.
HoldCo believes there is limited downside to voting against the merger, as it would require Comerica and Fifth Third to restructure and resubmit the transaction, potentially leading to a substantially higher valuation for shareholders, possibly approaching $120 per share.

Dec 22, 2025, 1:00 PM

Press Release

Comerica Provides Update on Merger with Fifth Third Bancorp

CMA

M&A

Legal Proceedings

Board Change

Comerica Incorporated entered into a Merger Agreement with Fifth Third Bancorp on October 5, 2025, with a special meeting for Comerica stockholders to vote on the agreement scheduled for January 6, 2026.
The Office of the Comptroller of the Currency (OCC) approved the application for the merger of Comerica Bank and Comerica Bank & Trust, National Association with and into Fifth Third Bank, National Association on December 15, 2025.
Comerica has received demand letters and two complaints alleging disclosure deficiencies regarding the merger, which the company believes are without merit, and is making voluntary supplemental disclosures to avoid delays.
A $500 million termination fee is stipulated, payable by either Fifth Third or Comerica under certain termination circumstances.
Post-merger, three current Comerica directors will be appointed to the Fifth Third board, and Comerica's Chairman, President, and CEO, Curtis C. Farmer, will join Fifth Third's board upon his retirement, also serving as Vice Chairman of Fifth Third for a limited period.

Dec 18, 2025, 2:45 AM

8-K

HoldCo Asset Management Urges Comerica Shareholders to Vote Against Fifth Third Merger

CMA

M&A

Proxy Vote Outcomes

Executive Compensation

HoldCo Asset Management, which beneficially owns approximately 1.6% of Comerica Inc. (CMA) common stock, is urging shareholders to vote AGAINST the proposed merger with Fifth Third at the special meeting scheduled for January 6, 2026.
HoldCo believes the deal undervalues Comerica and resulted from a rushed 17-day process where CEO Curtis Farmer was the sole negotiator, leading to a price at the bottom of Fifth Third's initial exchange-ratio range.
HoldCo highlights that Fifth Third suffers no tangible book dilution, suggesting a bargain price, and points to potential $140 million in compensation for CEO Farmer if the merger closes as a conflict of interest.
HoldCo asserts that voting against the merger can unlock a better outcome for Comerica shareholders, as the merger agreement requires both parties to use reasonable best efforts to restructure and resubmit the transaction if it is voted down.

Dec 15, 2025, 12:50 PM

Press Release

Monteverde & Associates PC Investigating Comerica's Proposed Sale to Fifth Third Bancorp

CMA

M&A

Legal Proceedings

Proxy Vote Outcomes

Monteverde & Associates PC is investigating the proposed sale of Comerica Incorporated (NYSE: CMA) to Fifth Third Bancorp.
Under the terms of the proposed transaction, Comerica shareholders are expected to receive 1.8663 Fifth Third shares for each Comerica share.
The shareholder vote for this transaction is scheduled for January 6, 2026.

Dec 6, 2025, 6:00 PM

Press Release