Multibillion-dollar merger to create ninth-largest US lender
Fifth Third Bancorp’s $10.9 billion all-stock acquisition of Comerica Incorporated marked a defining moment in the ongoing wave of United States regional bank consolidation, setting the stage for the creation of the country’s ninth-largest lender with $288 billion in assets.
The deal, announced Monday, will see Comerica shareholders receive 1.8663 Fifth Third shares for each Comerica share—valued at $82.88 per share and representing a 20% premium to Comerica’s 10-day average.
Upon closing, Fifth Third shareholders will own roughly 73% of the combined entity, with Comerica shareholders holding the remaining 27%.
“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,” Tim Spence, Chairman, CEO and President of Fifth Third, said.
“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.”
Curt Farmer, Chairman, President and CEO of Comerica, echoed the sentiment: “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.”
The newly combined bank will operate in 17 of the 20 fastest-growing US markets, including the Southeast, Texas, and California, while reinforcing its dominance in the Midwest.
By 2030, more than half of Fifth Third’s branches are expected to be located in the Southeast, Texas, Arizona, and California. The deal also positions the bank with two $1 billion recurring fee businesses—Commercial Payments and Wealth & Asset Management—providing durable, diversified earnings.
Leadership continuity is a priority, with Farmer set to become vice chair of the combined company and Comerica’s Peter Sefzik leading Fifth Third’s Wealth & Asset Management. Three Comerica board members will join Fifth Third’s board post-merger. The transaction, expected to close by Q1 2026, is subject to shareholder and regulatory approvals.
Fifth Third Bancorp, headquartered in Cincinnati, operates over 1,100 branches across 11 states, offering retail, commercial, and wealth management services. In 2024, it reported revenues of $8.2 billion. Comerica, based in Dallas, is a middle market lender with a focus on commercial banking, wealth management, and retail banking, generating $3.2 billion in revenue in 2024.
This merger follows a series of regional bank consolidations, such as PNC’s $4.1 billion FirstBank deal and Columbia Banking System’s $2 billion Pacific Premier acquisition.
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