HoldCo presses Comerica (NYSE: CMA) investors to reject Fifth Third merger terms

Rhea-AI Filing Summary

HoldCo Asset Management, a Florida-based investment firm with approximately $2.6 billion in regulatory assets under management, has filed an exempt solicitation and released a presentation to the board of Comerica Inc. opposing Comerica’s planned merger with Fifth Third. HoldCo urges shareholders to vote “NO,” arguing that Comerica’s recently expanded background disclosures on the merger process reinforce its view that the sale was rushed, heavily influenced by concerns over a potential proxy contest, and overly favorable to CEO Mr. Farmer’s compensation and post‑closing role.

HoldCo highlights that Comerica’s amended proxy added roughly 2,200 words of new “Background of the Mergers” disclosure and cites proxy advisory firm ISS commentary acknowledging that earlier disclosure was limited and that HoldCo’s campaign helped prompt both a sale process and additional information. HoldCo contends that only 17 days elapsed between initial merger discussions and signing, that an alternative proposal from “Institution A” was not fully pursued, and that rejecting the current terms could lead to improved offers because the merger agreement requires Comerica and Fifth Third to use reasonable best efforts to restructure and resubmit the transaction.

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Corporate governance and M&A analyst

HoldCo challenges Comerica’s merger process and urges a “NO” vote.

HoldCo Asset Management, an investor in Comerica Inc., uses this exempt solicitation to argue against the bank’s proposed merger with Fifth Third. The firm focuses on process rather than deal mechanics it does not detail here, pointing to Comerica’s amended proxy, which it says added about 2,200 words of “Background of the Mergers” disclosure and a 77% increase in that section.

HoldCo characterizes the newly disclosed timeline as highly compressed, stating that about 17 days elapsed between initial discussions and signing, and asserts that this sequence, together with CEO compensation terms, suggests the board prioritized neutralizing a proxy contest over maximizing sale value. It also points to an alternative proposal from “Institution A” that it believes was not fully explored, and to language in the merger agreement requiring both parties to use reasonable best efforts to restructure and resubmit the transaction if shareholders vote the deal down.

The filing cites selected commentary from proxy advisor ISS, including observations that initial disclosure was limited and that HoldCo’s campaign helped prompt both exploration of a sale and additional details. Overall, this document communicates an activist’s perspective on governance and valuation rather than new operating or financial results, so its impact depends on how many shareholders align with HoldCo’s process and value concerns when voting on the merger.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

NOTICE OF EXEMPT SOLICITATION

Submitted Pursuant to Rule 14a-6(g)

NAME OF REGISTRANT: Comerica Incorporated

NAME OF PERSONS RELYING ON EXEMPTION: HoldCo Asset Management, LP, HoldCo Opportunities Fund V, L.P., VM GP X LLC, VM GP II LLC, Michael Zaitzeff, and Vikaran Ghei (collectively, “HoldCo”)

ADDRESS OF PERSON RELYING ON EXEMPTION: 515 East Las Olas Blvd., Suite 1010, Fort Lauderdale, Florida 33301

WRITTEN MATERIALS: The following written materials are attached:

Press Release, dated December 22, 2025

Presentation, dated December 22, 2025, attached hereto as Exhibit 1

* * *

Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. This is not a solicitation of authority to vote any proxy. HoldCo is not asking for your proxy card and will not accept proxy cards if sent. The cost of this filing is being borne entirely by HoldCo.

PLEASE NOTE: HoldCo is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card.

(Written material follows on next page)

HOLDCO ASSET MANAGEMENT RELEASES PRESENTATION TO THE BOARD OF DIRECTORS OF COMERICA INC.

Believes the Company’s Revised Disclosures Underscore the Board’s Failure to Run a Comprehensive Review Process Aimed at Maximizing Value

Highlights that Updated Disclosures Confirm HoldCo’s Concerns That Sale Process Was Rushed and Designed to Neutralize Potential Proxy Contest

Continues to Believe There is Limited Downside To Voting Against the Merger

FORT LAUDERDALE, Fla., Dec. 22, 2025 - Today, HoldCo Asset Management, LP (“HoldCo”), a Florida-based investment firm managing approximately $2.6 billion in regulatory assets under management, released a presentation to the Board of Directors of Comerica Inc. entitled “When The Bank Was Healthy But The Board Got Scared.”

The presentation may be found at the following link:

https://holdcoam.co/CMA_Dec22

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

“We continue to recommend that shareholders vote ‘NO.’

On December 18, Comerica amended its Proxy Statement to add roughly 2,200 words of new “Background of the Mergers” disclosure—a 77% increase—that, in our view, corrects a previously misleading and scant description of the process.

The supplemental disclosures demonstrate to us that the timing of the sales process—designed to neutralize a proxy contest—and Mr. Farmer’s personal compensation package, rather than shareholder value maximization, were the primary drivers of the transaction. Comerica’s Board repeatedly stressed timing concerns in the face of HoldCo’s pending proxy fight, looking to ward off an imminent board refresh and the possible termination of the CEO, the same individual responsible for solely negotiating the sale process.

Only 17 days elapsed between the initial merger discussion and execution of the merger agreement. This is, by a wide margin, the fastest bank merger timeline since the 2008 global financial crisis.

Critically, the supplemental disclosures also show that the Board ultimately rejected alternative proposals, including from ‘Institution A,’ which involved an expedited—but apparently not quite fast enough—timeline that would not have foreclosed the proxy contest and contemplated the possibility of a transitional post-closing employment role for Mr. Farmer. Instead, the Board chose Fifth Third’s much faster timeline and its more appealing offer for Mr. Farmer, including a rich compensation package and a Vice Chairman position, and did not return to Institution A to solicit an improved proposal.

Most importantly, we continue to believe the downside to voting down the merger is limited. A ‘NO’ vote does not, by itself, terminate the transaction, nor does it permit either party to immediately walk away. Under the merger agreement, Comerica and Fifth Third are required to use their reasonable best efforts to restructure and resubmit the transaction. Given the unprecedented nature of a transaction with no tangible book value dilution, we believe there is substantial room for improvement—either from Fifth Third or from a third party—should shareholders reject the current terms.”

As ISS itself states (emphasis added)¹:

“It is important to establish that disclosure in the initial proxy statement was limited and did not provide shareholders with sufficient information. For instance, the disclosure lacked specific details regarding the initial valuation ranges provided by FITB and Financial Institution A, the depth of the board’s understanding of potential counterparties and their abilities to execute a transaction, and the extent of due diligence conducted by CMA and FITB over a compressed timeline...”

“In certain cases, staged disclosure of key information through supplemental filings could provide shareholders with a reason to question other aspects of a transaction…”

“The dissident deserves credit for its campaign. To begin with, a review of the timeline suggests that the dissident’s call for CMA to consider a sale and its intention to run a proxy fight may have been catalysts that prompted the board to evaluate a transaction. In addition, the dissident rightly called for the board to provide additional disclosure, which CMA has since filed. This additional disclosure answered important questions about the advisability of the transaction. All of this is to say that it appears the dissident’s campaign pushed an underperforming bank to explore a sale...”

Vik Ghei and Misha Zaitzeff further noted:

“While we believe ISS erred in recommending the merger—placing excessive weight on headline share-price premium and insufficient weight on CMA’s clear undervaluation based on standard merger metrics—we appreciate ISS’s acknowledgment that additional disclosure was required and, critically, that HoldCo’s campaign was likely the reason the sale process occurred at all.

Accordingly, we continue to recommend a ‘NO’ vote—a decision with limited downside and a meaningful likelihood of achieving a substantially higher valuation for shareholders. Our July analysis, using standard 3-year TBV earn back metrics from recent bank deals and updated for Fifth Third’s current stock price, suggests fair value for Comerica in a sale could approach $120 per share, materially above today’s implied consideration.”

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

About HoldCo Asset Management, LP

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.

¹ Permission to quote neither sought nor obtained.

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.

FAQ

What is HoldCo Asset Management asking Comerica (CMA) shareholders to do regarding the merger?

HoldCo Asset Management states that it "continue[s] to recommend that shareholders vote 'NO'" on Comerica Inc.’s proposed merger with Fifth Third, arguing that the process and terms as disclosed do not, in its view, maximize value for shareholders.

Why does HoldCo oppose Comerica Inc. (CMA)'s proposed merger with Fifth Third?

HoldCo contends that Comerica’s revised proxy disclosures show a rushed sale process, with only 17 days between initial merger discussions and agreement signing, and argues that timing around a potential proxy contest and the CEO’s compensation and post‑closing role were key drivers rather than shareholder value maximization.

How does HoldCo interpret Comerica’s amended merger disclosures?

HoldCo notes that Comerica amended its proxy to add roughly 2,200 words to the "Background of the Mergers" section, which it calculates as a 77% increase, and interprets this added detail as confirming its concerns that the initial disclosure was limited and that the sale process was structured around neutralizing a proxy contest.

What role does ISS’s analysis play in HoldCo’s argument about Comerica (CMA)?

HoldCo cites portions of an ISS report stating that the initial disclosure lacked specific details, that staged supplemental disclosure can raise questions, and that HoldCo’s campaign likely helped push an underperforming bank to explore a sale and improve disclosure, even though ISS ultimately recommended supporting the merger.

What does HoldCo say about the downside of voting against the Comerica merger?

HoldCo asserts that the downside of a "NO" vote is limited because, under the merger agreement, Comerica and Fifth Third are required to use their reasonable best efforts to restructure and resubmit the transaction rather than immediately terminate it, which HoldCo believes could create room for improved terms or alternative offers.

What valuation does HoldCo suggest could be fair for Comerica Inc. (CMA) in a sale?

HoldCo references a July analysis using three‑year tangible book value earn‑back metrics from recent bank deals, updated for Fifth Third’s then‑current stock price, and says this work suggests fair value for Comerica in a sale could approach $120 per share, which it describes as materially above the implied consideration of the current deal.

Does HoldCo have an economic interest in Comerica Inc. (CMA)?

Yes. The presentation and press release state that a fund managed by HoldCo holds a long position in Comerica Inc. common stock, so HoldCo has an economic interest in the price of Comerica’s securities as it advocates for a "NO" vote on the merger.