Fifth Third Bancorp in Cincinnati and Dallas-based Comerica Inc., which has a large position in the metro Detroit market, today announced they have entered into a definitive merger agreement under which Fifth Third will acquire Comerica in an all-stock transaction valued at $10.9 billion.
Under the terms of the agreement, Comerica’s stockholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share as of Fifth Third’s closing stock price on Oct. 3, and a 20 percent premium to Comerica’s 10-day volume-weighted average stock price.
At close, Fifth Third shareholders will own approximately 73 percent and Comerica shareholders will own approximately 27 percent of the combined company.
This transaction brings together two long-tenured banking franchises to create the ninth largest U.S. bank with approximately $288 billion in assets. The combination is expected to be immediately accretive to shareholders; deliver peer-leading efficiency, return on assets and return on tangible common equity ratios; and create a compelling platform to generate sustainable long-term growth.
“This combination marks a pivotal moment for Fifth Third as we accelerate our strategy to build density in high-growth markets and deepen our commercial capabilities,” says Tim Spence, chairman, president, and CEO of Fifth Third Bank.
“Comerica’s strong middle market franchise and complementary footprint make this a natural fit. Together, we are creating a stronger, more diversified bank that is well-positioned to deliver value for our shareholders, customers, and communities — starting today, and over the long-term.”
The acquisition, according to Spence, is an acceleration of Fifth Third’s long-term growth plan by enhancing scale, profitability, and geographic reach. The combination of Fifth Third’s retail banking and digital capabilities with Comerica’s middle market banking franchise and footprint is expected to further strengthens Fifth Third’s position in high-growth markets.
The combined entity will operate in 17 of the 20 fastest-growing markets in the country, including key regions in the Southeast, Texas, and California, while solidifying its leadership in the Midwest. By 2030, it is expected that more than half of Fifth Third’s branches will be located in the Southeast, Texas, Arizona, and California.
In addition, the combined company will have two $1 billion recurring and high return fee businesses — Commercial Payments and Wealth and Asset Management — which provide durable, diversified earnings and the additional capacity to reinvest in future growth.
“Our unique approach to relationship banking has served our customers for nearly two centuries,” says Curt Farmer, chairman, president, and CEO of Comerica. “Joining with Fifth Third — with its strengths in retail, payments, and digital — allows us to build on our leading commercial franchise and further serve our customers with enhanced capabilities across more markets, while staying true to our core values. I am confident that we will be better together, and our customers, shareholders, and communities will benefit.
Leadership of the combined company will include representation from both organizations. Farmer will assume the role of vice chair and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s wealth and asset management business.
Three members of Comerica’s board will join Fifth Third’s board of directors following the transaction close. Farmer also will join Fifth Third’s board of directors upon retirement.
The transaction is anticipated to close at the end of the first quarter of 2026. The transaction is subject to shareholder approvals for both Fifth Third and Comerica, customary regulatory approvals, and closing conditions.
“Our disciplined approach to M&A is grounded in the belief that anything we do must be strategic, make financial sense, and expand the reach of our industry-leading products and services — and this combination checks every box,” Spence says. “We’re thrilled to build our future with a franchise we have long admired.”
