Fifth Third Bancorp to Acquire Comerica Incorporated in $10.9 Billion All-Stock Deal

Fifth Third Bancorp has announced plans to acquire Comerica Incorporated in an all-stock transaction valued at $10.9 billion, a move that will create the ninth-largest bank in the United States with approximately $288 billion in assets. The merger is expected to close by the end of the first quarter of 2026, pending shareholder and regulatory approvals.

Under the terms of the agreement, Comerica shareholders will receive 1.8663 shares of Fifth Third for each Comerica share they own, valuing Comerica's stock at $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 stock price. Post-merger, Fifth Third shareholders will own approximately 73% of the combined entity, while Comerica shareholders will hold about 27%.

The combined institution aims to enhance its presence in high-growth regions, including the Southeast, Texas, and California, while solidifying its position in the Midwest. By 2030, it is anticipated that over half of Fifth Third’s branches will be located in these regions. Fifth Third Chairman and CEO Tim Spence stated, "This combination marks a pivotal moment for Fifth Third as we accelerate our strategy to build density in high-growth regions."

Leadership will include representation from both organizations. Comerica's CEO, Curt Farmer, will assume the role of Vice Chair, and three Comerica board members will join Fifth Third's Board of Directors. The transaction is expected to close pending shareholder and regulatory approvals.

This acquisition reflects a broader trend of consolidation among regional banks, driven by a strategic push to expand balance sheets and improve competitiveness against larger national banks. The regulatory environment under the Trump administration has been perceived as more favorable for such mergers, with expectations of streamlined approval processes.

Following the announcement, Comerica's stock price increased by nearly 14%, while Fifth Third's stock experienced a slight decline of approximately 2%. Analysts view the merger as beneficial, citing expected improvements in scale, geographic reach, and profitability for Fifth Third, while ensuring no dilution in its book value. Comerica’s shareholders will also benefit from a strong premium.

The merger positions the combined entity to compete more effectively against larger national banks and may signal further consolidation in the regional banking sector.