01—Abstract
Summary
Summary of the 8-K/A filed March 4, 2026. Cited figures are marked; the original filing is the authoritative source.
On March 4, 2026, Fifth Third Bancorp (FITB) filed Amendment No. 1 to its February 2, 2026 Form 8-K to supply the financial statements and pro forma information required for its completed acquisition of Comerica Incorporated, which closed effective February 1, 2026.
The amendment is primarily a disclosure filing: it adds Comerica's audited 2024/2023 financial statements (Exhibit 99.1), unaudited September 30, 2025 interim statements (Exhibit 99.2), and unaudited pro forma combined financial information (Exhibit 99.3). It does not change any other disclosure in the original 8-K, and the pro forma figures are illustrative rather than predictive of actual results. The pro forma data show the scale of the combination.
On a September 30, 2025 pro forma basis, the combined company has roughly $294.9 billiona in total assets (versus Fifth Third's historical $212.9 billion), about $230 billion in deposits, and about $30.7 billion in equity. Comerica contributed approximately 1.87 Fifth Third shares per Comerica share, implying about 239 million new FITB shares and a preliminary purchase consideration of about $10.6 billion at the October 24, 2025 reference price of $42.63. The preliminary goodwill estimate is $2.76 billion and identifiable intangibles about $1.26 billion.
Pro forma combined net income for the year ended December 31, 2024 is about $1.44 billionb, but this figure is depressed by an estimated $1.3 billion of merger and restructuring costs and about $806 million of day-one credit loss provisions on non-PCD acquired loans; the nine-month 2025 pro forma net income is about $2.32 billion. Pro forma diluted EPS is about $2.38 for the nine months ended September 30, 2025 (versus Fifth Third's historical $2.49) and $1.34 for 2024 (versus $3.14 historical), reflecting the roughly 35% increase in share count. Investors should treat the filing as a detailed picture of the transaction's accounting, not as evidence of near-term earnings.
Purchase price allocation, merger cost estimates, and loan fair value marks are all explicitly preliminary and may change materially before the 12-month measurement period closes. The filing also notes that Fifth Third has not yet fully aligned Comerica's accounting policies with its own, so further reclassifications or adjustments could follow.
02—Key points
Key Highlights
- Completed the Comerica acquisition effective February 1, 2026; this 8-K/A supplies the required Comerica financial statements and pro forma information.
- Exchange ratio of 1.8663 Fifth Third shares per Comerica share implies roughly 239 million new FITB shares, with preliminary total consideration of about $10.6 billion (including $392 million of preferred stock) at the October 24, 2025 reference price.
- Pro forma combined total assets of about $294.9 billion and total deposits of about $229.3 billion as of September 30, 2025, versus Fifth Third's standalone $212.9 billion in assets.
- Preliminary goodwill of about $2.76 billion and identifiable intangibles of about $1.26 billion, with the purchase price allocation still subject to change during the 12-month measurement period.
- Pro forma 2024 net income of about $1.44 billion includes roughly $1.3 billion of estimated merger costs and about $806 million of day-one credit loss provisions, so reported results in the near term will be heavily affected by one-time items.
- Pro forma nine-month 2025 diluted EPS of $2.38 versus Fifth Third's historical $2.49, reflecting the increased share count and pro forma adjustments (including ~$154 million of core deposit intangible amortization).
- Comerica's loan book was roughly $50.9 billion at September 30, 2025, with nonaccrual loans of $258 million and an allowance for credit losses of $725 million, which were the basis for the acquisition-date credit mark.
03—Questions
Frequently Asked Questions
What did this 8-K/A actually change from the original filing?
It only amends Item 9.01 of the original February 2, 2026 8-K to add the required financial statements and pro forma information. It adds Comerica's audited 2024 and 2023 financial statements (Ex. 99.1), its unaudited September 30, 2025 interim financial statements (Ex. 99.2), and Fifth Third's pro forma combined financial information (Ex. 99.3), along with the Ernst & Young consent (Ex. 23.1). It does not otherwise update the original disclosures.
How much will Fifth Third pay for Comerica, and how many shares will be issued?
Each Comerica common share converts into 1.8663 Fifth Third shares. Based on about 128 million Comerica shares outstanding at October 3, 2025, that is roughly 239 million new FITB shares. The preliminary consideration is about $10.6 billion including the $392 million of Comerica preferred stock converted into new Fifth Third preferred. The final value will depend on FITB's share price at closing.
Are the pro forma numbers a forecast of the combined company's future earnings?
No. The filing states the pro forma information is illustrative only and does not represent actual results or projections. It excludes integration benefits and cost savings, and it relies on preliminary fair value estimates. The 2024 pro forma net income of about $1.44 billion is depressed by roughly $1.3 billion of merger costs and about $806 million of credit loss provisions, so it should not be read as a run-rate earnings figure.
Why is the purchase price allocation considered preliminary?
Fifth Third has not completed valuation work on most of Comerica's assets and liabilities. Only intangibles and certain financial instruments have preliminary estimates; other items are at carrying value. Fifth Third also has not finished aligning Comerica's accounting policies, and the final allocation can be completed within 12 months after closing. Changes could shift amounts between goodwill, loans, and other lines.
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