Fifth Third Bancorp and Comerica Incorporated announced Oct. 6 that 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% premium to Comerica’s 10-day volume-weighted average stock price. At close, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own approximately 27% of the combined company.
This transaction will create the 9th largest bank in the country with approximately $288 billion in assets. The strategic acceleration of Fifth Third’s long-term growth plan is expected to enhance scale, profitability and geographic reach. 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 over half of Fifth Third’s branches will be located in the Southeast, Texas, Arizona and California. Moreover, the combined company will have two $1 billion recurring and high return fee businesses – commercial payments and wealth & asset management.
“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,” said Tim Spence, chairman, CEO and president of Fifth Third Bank, Cincinnati. “Comerica’s strong middle market franchise and complementary footprint make this a natural fit.”
“Our unique approach to relationship banking has served our customers for nearly two centuries,” said Curt Farmer, chairman, president and CEO of Comerica, Dallas. “I am confident that we will be better together, and our customers, shareholders and communities will benefit.”
Farmer will assume the role of vice chair and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s wealth & asset management business. Three members of Comerica’s Board will join Fifth Third’s Board of Directors following the transaction close. Farmer will also 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.
