Fifth Third Bancorp and Comerica have announced a definitive merger agreement under which Fifth Third will acquire Comerica in an all-stock transaction valued at $10.9 billion. Comerica shareholders will receive 1.8663 shares of Fifth Third for each Comerica share, or about $82.88 per share based on Fifth Third’s closing price on October 3, 2025.
This represents a 20% premium over Comerica’s 10-day volume-weighted average price. Once the deal is finalized, Fifth Third shareholders will own roughly 73% of the combined company, while Comerica shareholders will hold about 27%.
The merger brings together two well-established banking institutions to form the ninth-largest bank in the United States, with approximately $288 billion in assets. The transaction is expected to be immediately beneficial to shareholders, improving efficiency and delivering strong returns on assets and tangible common equity. It also lays the foundation for long-term growth by combining Fifth Third’s strengths in retail banking and digital innovation with Comerica’s robust middle market banking operations.
Strategically, the acquisition enhances Fifth Third’s scale and profitability while expanding its geographic footprint. The combined bank will operate in 17 of the country’s 20 fastest-growing markets, including major regions in the Southeast, Texas, and California. It will also reinforce Fifth Third’s leadership in the Midwest. By 2030, more than half of its branches are projected to be located in high-growth states such as Texas, Arizona, California, and across the Southeast.
The merger also creates two significant fee-generating businesses—Commercial Payments and Wealth and Asset Management—each expected to generate $1 billion in recurring revenue. These businesses will provide stable earnings and support reinvestment into future growth initiatives.
To ensure continuity and integration, leadership roles will be shared between the two organizations. Farmer will become Vice Chair, and Peter Sefzik, Comerica’s Chief Banking Officer, will lead Fifth Third’s Wealth & Asset Management division. Additionally, three members of Comerica’s Board will join Fifth Third’s Board of Directors, with Farmer also joining upon retirement.
The transaction is expected to close by the end of the first quarter of 2026, pending shareholder approvals from both companies, regulatory clearance, and other customary closing conditions. This merger marks a significant step in reshaping the U.S. banking industry’s competitive landscape, positioning the combined entity for sustained success in a rapidly evolving financial environment.
Advisors: Goldman Sachs serves as the exclusive financial advisor to Fifth Third, and Sullivan & Cromwell serves as the legal advisor. J.P. Morgan Securities is serving as lead financial advisor to Comerica and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Keefe, Bruyette & Woods, a Stifel Company, also served as financial advisor to Comerica.
KEY QUOTES:
“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. 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.”
“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. We’re thrilled to build our future with a franchise we have long admired.”
Tim Spence, Chairman, CEO and President of Fifth Third Bank
“Our unique approach to relationship banking has served our customers for nearly two centuries. 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.”
Curt Farmer, Chairman, President and CEO of Comerica
