HOLDCO ASSET MANAGEMENT RELEASES PRESENTATION TO THE SHAREHOLDERS OF COMERICA INC.

Rhea-AI Summary

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News Market Reaction

-1.51%

1 alert

-1.51% News Effect

On the day this news was published, CMA declined 1.51%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Assets under management: $2.6 billion HoldCo ownership stake: 1.6% of common stock Board process length: 17-day process +5 more

8 metrics

Assets under management $2.6 billion HoldCo regulatory assets under management cited in presentation

HoldCo ownership stake 1.6% of common stock Beneficial ownership of Comerica common shares by HoldCo

Board process length 17-day process Alleged duration of Comerica board process to approve merger

Large-bank mergers in 2025 4 mergers Number of large-bank mergers referenced by HoldCo for comparison

Stated earn-backs ~3-year earn-backs Timeline cited for earn-backs in other large-bank mergers

CEO potential payout $140 million Estimated amount Mr. Farmer could receive over next decade if merger closes

Special meeting date January 6, 2026 Scheduled Comerica shareholder vote on proposed Fifth Third merger

HoldCo AUM reiteration $2.6 billion Regulatory assets under management restated in disclaimer section

Market Reality Check

Price: $90.32 Vol: Volume 1,304,366 shares i...

normal vol

$90.32 Last Close

Volume Volume 1,304,366 shares is close to the 20-day average of 1,344,303 shares, suggesting no pre-news volume dislocation. normal

Technical Shares at $89.46 were trading above the 200-day MA of $65.82 and about 1% below the 52-week high of $90.44 before this activist update.

Peers on Argus

Before this news, CMA slipped 0.47% while key regional bank peers like COLB (-0....

Before this news, CMA slipped 0.47% while key regional bank peers like COLB (-0.31%), WTFC (-1.26%), ZION (-1.29%), ONB (-1.84%), and WAL (-0.91%) were also down, pointing to a mild sector-wide softness rather than a CMA-specific move tied to this activist presentation.

Historical Context

5 past events · Latest: Dec 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Business survey update	Positive	-0.2%	Small-business optimism and growth expectations reported despite macro headwinds.
Dec 03	Community investment	Positive	+1.3%	Affordable housing grant supporting senior living community in Houston.
Nov 21	Charitable partnership	Positive	+2.6%	Fundraising campaign with Detroit Lions to support DBG - Detroit programs.
Nov 17	Activist presentation	Negative	-3.3%	HoldCo critique of Comerica governance and strategic decisions in new deck.
Nov 04	Dividend declaration	Positive	+1.0%	Board declaration of common and preferred dividends and asset disclosure.

Pattern Detected

Recent news often saw price moves aligned with the perceived tone of the announcement, with only one divergence where positive survey data coincided with a small decline.

Recent Company History

This announcement follows a series of varied updates for Comerica in late 2025. Prior items included community and housing initiatives, charitable campaigns with the Detroit Lions, and a dividend declaration on Nov 4, 2025. Activist communications from HoldCo, including a presentation to independent directors on Nov 17, 2025, previously coincided with a notable share price decline. Against that backdrop, today’s presentation continues the governance and merger-terms debate around the Fifth Third transaction and adds further detail on HoldCo’s opposition and litigation update.

Market Pulse Summary

This announcement centers on HoldCo’s opposition to the Fifth Third all-stock merger and its call fo...

Analysis

This announcement centers on HoldCo’s opposition to the Fifth Third all-stock merger and its call for Comerica shareholders to vote against the deal at the January 6, 2026 special meeting. HoldCo highlights its 1.6% ownership stake, critiques the board’s 17-day process, and emphasizes CEO incentive concerns around a potential $140 million payout. In context of the earlier DEFM14A merger proxy, key factors to watch include shareholder voting dynamics, any revised terms, and ongoing litigation outcomes.

Key Terms

regulatory assets under management, beneficial ownership, tangible book dilution, white knight, +2 more

6 terms

regulatory assets under management financial

"a Florida-based investment firm managing approximately $2.6 billion in regulatory assets under management"

Regulatory assets under management are the total client funds and investments that a firm is required to report to regulators as being under its control or advisory responsibility. For investors, this number signals the firm’s scale and the fees it can earn, and it is used by regulators to monitor risk, compliance and potential conflicts — like a publicly listed headcount that shows how much responsibility a manager carries.

beneficial ownership financial

"with beneficial ownership of approximately 1.6% of the outstanding common stock of Comerica Inc."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

tangible book dilution financial

"this year's four large-bank mergers have involved tangible book dilution and ~3-year stated earn-backs"

Tangible book dilution is when a company issues new shares or converts other securities and the tangible book value per share — the firm's net assets excluding intangible items like goodwill and patents — falls as a result. Investors care because it reduces each share's claim on real, hard assets; like slicing a pizza into more pieces, each piece (share) becomes smaller, which can lower per-share valuations and affect investor returns.

white knight financial

"a hand‑picked 'white knight' acquirer with extremely CEO‑friendly economics"

A white knight is a friendly investor or company that steps in to buy, merge with, or rescue a target firm to block a hostile takeover. For investors, a white knight matters because it can preserve the existing management’s plan, offer better deal terms or a higher price than the hostile bidder, and therefore influence the stock’s short‑term premium and longer‑term control and strategy — like a trusted partner arriving to stop an unwanted takeover.

proxy contest regulatory

"if he were removed following a proxy contest at Comerica's 2026 Annual Meeting"

A proxy contest occurs when shareholders try to influence a company's decisions by challenging the current management or board of directors, often by trying to gain enough support from other shareholders to make changes. It’s like a group of voters trying to sway an election by persuading others to support their preferred candidate or agenda. This process matters to investors because it can lead to significant changes in how a company is run, affecting its future direction and value.

forward-looking statements regulatory

"may include, or incorporate by reference, forward-looking statements, which would include any statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. Not financial advice.

Urges Comerica Shareholders Vote AGAINST the Fifth Third Merger at Upcoming Special Meeting

Believes the Deal Undervalues Comerica and That Voting AGAINST Can Unlock a Better Outcome With Fifth Third or Other Buyers With Limited Downside if Merger is Voted Down

Provides Comerica Shareholders With Update on HoldCo's Litigation Opposing the Deal

FORT LAUDERDALE, Fla., Dec. 15, 2025 /PRNewswire/ -- Today, HoldCo Asset Management, LP ("HoldCo"), a Florida-based investment firm managing approximately $2.6 billion in regulatory assets under management, with beneficial ownership of approximately 1.6% of the outstanding common stock of Comerica Inc. (NYSE: CMA) ("Comerica" or the "Company"), released a presentation to the shareholders of Comerica entitled "Why We Recommend Voting AGAINST The Proposed Merger and Our Litigation Update." Comerica's special meeting of shareholders to vote on the proposed transaction is scheduled to be held on January 6, 2026.

The presentation may be found at the following link:

https://holdcoam.co/CMA_Dec15

Vik Ghei and Misha Zaitzeff, Co‑Founders of HoldCo, noted:

"We believe Comerica's board of directors approved an unusually rushed 17‑day process in which CEO Curtis Farmer was effectively the sole negotiator on shareholders' behalf, shortly following reports that the board, including Farmer, may face an election contest. That process produced a price at the bottom of Fifth Third's initial exchange‑ratio range, despite at least one approach from another large bank and without a truly independent committee or a genuine market check to address Mr. Farmer's significant conflicts of interest."

"Furthermore, while this year's four large-bank mergers have involved tangible book dilution and ~3-year stated earn-backs, Fifth Third suffers no dilution—highlighting an objectively bargain price for Fifth Third."

"We are confident Comerica shareholders can do better by voting AGAINST this merger. The merger agreement does not permit Fifth Third simply to walk away; it requires both parties to use their reasonable best efforts to restructure and re‑submit the transaction."

"In our view, shareholders should not accept a deal that appears to reward a hand‑picked 'white knight' acquirer with extremely CEO‑friendly economics. Based on Comerica's own disclosures, Mr. Farmer could receive on the order of $140 million dollars over the next decade if this merger closes, versus only a small fraction of that amount if he were removed following a proxy contest at Comerica's 2026 Annual Meeting expected to be held in April 2026. That misalignment is precisely why we believe shareholders should insist on a higher price or a superior alternative transaction, rather than accepting a rushed deal that conveniently is expected to close at the end of the first quarter of 2026 and seems to prioritize the CEO's personal outcome over maximizing value for owners."

In the presentation, HoldCo disclosed that it owns common stock of Comerica and consequently has an economic interest in the price of these securities.

HoldCo's prior presentations entitled "To The Independent Directors of Comerica Inc.: Look What You've Done", dated November 17, 2025, and "To The Board of Directors of Comerica Inc.: We Echo Mayo – If Not Now, Then When?", dated July 28, 2025, which are referenced in HoldCo's December 2025 presentation, can be found at the following links:

https://holdcoam.co/CMA_Nov17

https://holdcoam.com/wp-content/uploads/Comerica.pdf 

HoldCo Asset Management, LP is an investment adviser located in Fort Lauderdale, Florida. HoldCo was founded by Vik Ghei and Misha Zaitzeff. HoldCo currently has approximately $2.6 billion of regulatory assets under management.  

Disclaimer

As of the publication date of this report, a fund managed by HoldCo has a long position in Comerica Inc. through ownership of its common stock. HoldCo may change its views about its investment positions in Comerica Inc. at any time, for any reason or no reason, and at any time may change the form or substance of any of its related or unrelated investment positions. If it does so, it will not be under obligation to inform anyone and does not intend to do so unless required by law.

All content in this press release and referenced presentations represent the opinions of HoldCo and are for discussion and general information purposes only. HoldCo has obtained all information herein from publicly available sources, and such information is presented "as is," without warranty of any kind whether express or implied. All data and other information are not warranted as to completeness or accuracy and reflect HoldCo's views as of this date, all of which are accordingly subject to change without notice.

This document is not intended to be, nor should it be construed as, a marketing or solicitation vehicle for HoldCo or any fund managed by HoldCo, and it is not investment advice, an investment recommendation, or an offer to buy or sell or the solicitation of an offer to buy or sell any securities, including without limitation any interests in a fund managed by and/or associated with HoldCo. Any offer or solicitation may only be made pursuant to a private placement memorandum, agreement of limited partnership, or similar or related documents, which will only be provided to qualified offerees and should be reviewed carefully and in their entirety by any such offerees prior to making or considering a decision to invest in any HoldCo managed fund.

The information contained in this document may include, or incorporate by reference, forward-looking statements, which would include any statements that are not statements of historical fact. These forward-looking statements may turn out to be wrong and can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors. There can be no assurance that forward-looking statements will materialize or that actual results will not be materially different than those presented.

This is not a solicitation of authority to vote your proxy. Do not send us your proxy card. HoldCo is not asking for your proxy card and will not accept proxy cards if sent. HoldCo is not able to vote your proxy, nor does this communication contemplate such an event.

 

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SOURCE HoldCo Asset Management