Fifth Third Completes $10.9 Billion Comerica Deal, Creating $294 Billion ‘Super-Regional’ Bank

Fifth Third Bancorp has completed its $10.9 billion all-stock acquisition of Comerica Inc., creating one of the nation’s largest regional lenders and underscoring a new phase of bank consolidation under a friendlier regulatory climate in Washington.

The legal merger took effect Feb. 1, with Fifth Third announcing the closing the following day. The combined company, based in Cincinnati, now holds about $294 billion in assets, making it the ninth-largest U.S. bank by that measure.

“This is a pivotal moment for our company,” Fifth Third Chairman, President and Chief Executive Tim Spence said in a statement announcing the completion. “By joining forces with Comerica, we are accelerating our strategy to build density in high-growth markets and deepen our commercial capabilities across a broader footprint.”

A landmark deal for regional banking

The transaction is one of the largest U.S. bank mergers in years and the biggest announced in 2025. It expands Fifth Third beyond its Midwestern base into a sprawling “super-regional” spanning the Midwest, Southeast and fast-growing markets in Texas, Arizona and California.

Under the terms first disclosed Oct. 6, 2025, Comerica shareholders are receiving 1.8663 shares of Fifth Third common stock for each Comerica share. Based on Fifth Third’s closing price on Oct. 3, the transaction valued Comerica at $82.88 a share, a roughly 17% to 20% premium to where Comerica had been trading in the days before the announcement. After the merger, Fifth Third shareholders own about 73% of the combined company, with former Comerica investors holding about 27%.

Comerica, founded in Detroit in 1849 and now headquartered in Dallas, brought about $77 billion in assets as of Sept. 30, 2025. Fifth Third entered the deal with just over $200 billion in assets, ranking in the top 20 U.S. banks.

Regulatory approval and a shifting policy backdrop

The merger cleared its key regulatory hurdle Jan. 13, when the Federal Reserve approved Fifth Third’s application to acquire Comerica and its bank subsidiaries. The companies said at the time that all “material regulatory and shareholder approvals” had been obtained and that they expected to close on Feb. 1.

The approval came against the backdrop of a policy shift in bank merger oversight. In 2025, Congress and President Donald Trump overturned a Biden-era rule that industry groups had argued made bank deals more cumbersome to complete. The rollback signaled a more permissive stance toward consolidation among mid-sized lenders, and analysts have pointed to Fifth Third’s purchase of Comerica—along with pending tie-ups such as Capital One Financial Corp.’s agreement to buy Discover Financial Services—as evidence that a new merger wave is under way.

Regulators nevertheless had to weigh the deal’s impact on competition and access to banking in local markets, particularly in places where Fifth Third and Comerica both had branches.

Branch closures, expansion plans, and workforce cuts

Internal documents obtained from the Federal Reserve by advocacy group Fair Finance Watch projected about 80 branch closures across Michigan and Florida if the deal went ahead, including 76 in Michigan alone. Those plans call for shuttering about 50 Comerica locations and 30 Fifth Third branches, with a heavy concentration in Oakland County and in cities such as Grand Rapids, Kalamazoo, Battle Creek and Muskegon.

Community advocates have warned that the closures could leave some neighborhoods with fewer in-person options, particularly affecting older and lower-income customers who rely more on branch banking. Fifth Third has said it does not plan to close branches until the second half of 2026, after integration work is further along.

At the same time, the bank has committed to expanding elsewhere. Fifth Third plans to open roughly 150 new branches in Texas over the next five years and projects operating about 1,750 branches nationwide by 2030, with more than half located in the Southeast, Texas, Arizona and California.

In Texas, the merger is already reshaping payrolls. In early January, Comerica notified the Texas Workforce Commission that it would eliminate 184 positions at its Star Tower office in Frisco beginning March 13, citing the combination with Fifth Third. Comerica has been one of downtown Dallas’ larger white-collar employers, and the cuts add to pressure on the region’s office market.

Media reports also indicate Comerica began laying off employees in Michigan in January as it prepared for the merger. In public statements, the companies have said they are “thoughtfully aligning roles” and will offer resources to affected workers, while arguing that staff reductions are needed to position the combined institution for “sustainable growth.”

Shareholder pushback—and overwhelming approval

Shareholders largely backed the transaction despite opposition from at least one activist investor. HoldCo Asset Management, a hedge fund that owned Comerica shares, campaigned against the deal late last year, urging investors to vote it down and claiming Comerica was being sold too cheaply.

In a December presentation, HoldCo argued that Comerica shareholders “can do better” and said the agreement offered “CEO‑friendly economics” to Comerica Chairman, President and CEO Curt Farmer. The fund estimated Farmer could receive compensation on the order of $140 million over a decade if the merger closed, a figure the company has not confirmed. HoldCo also highlighted provisions requiring the parties to use “reasonable best efforts” to restructure and resubmit a deal if regulators rejected the initial terms, contending that Comerica had more leverage than it used.

Comerica shareholders ultimately approved the merger by a wide margin. About 97% of the shares voting backed the transaction at a Jan. 6 special meeting, according to company disclosures.

Farmer, who now becomes a vice chair at Fifth Third and joins its board, defended the tie-up when it was announced, saying the combination would “build on our leading commercial franchise and further serve our customers with enhanced capabilities across more markets, while staying true to our core values.”

Strategy: scale, commercial banking, and integration

Strategically, Fifth Third is betting that scale and a broader geographic footprint will help it compete for deposits and commercial clients against both money-center giants such as JPMorgan Chase & Co. and other large regionals including PNC Financial Services Group, Truist Financial Corp. and U.S. Bancorp.

Comerica brings a well-regarded middle-market commercial bank, with deep relationships in industries such as manufacturing, energy and technology, as well as an innovation banking unit focused on tech and life sciences companies. Fifth Third contributes a larger retail franchise, a national payments platform and an established wealth and asset management business.

The combined bank has said it sees a clear path to more than $500 million in annual revenue synergies over time, in part by cross-selling products to Comerica’s commercial customers and expanding wealth management relationships to match Fifth Third’s penetration levels. At signing, the companies projected the deal would be immediately accretive to earnings per share and improve profitability ratios such as return on tangible common equity.

For customers, the most visible changes will roll out gradually. Comerica branches will continue to operate under that brand name for several months while systems are integrated. Fifth Third has said a full conversion of Comerica accounts and technology platforms is expected around the third quarter of 2026. Until then, Comerica customers have been told to expect little change in day-to-day operations.

Once integration is complete, Comerica clients will move to Fifth Third’s products, mobile apps and online banking systems. The bank says it will maintain “consistent coverage teams” for commercial customers and that the combination will ultimately provide “enhanced products and services,” including expanded digital tools and payments options.

What comes next for competition

The merger also reshapes the competitive landscape in several metropolitan areas. In Michigan, where both banks have long histories and sizable deposit shares, community-bank executives say they see openings to step into markets where Fifth Third and Comerica plan to consolidate locations. Smaller lenders may seek to acquire vacated branches or recruit experienced staff leaving the combined institution.

The deal follows a period of stress for regional banks, marked by high-profile failures in 2023 that raised questions about interest-rate risk, uninsured deposits and the resilience of mid-sized lenders. Industry executives have argued that larger, more diversified “super-regionals” can better absorb shocks, spread technology and compliance costs and compete for customers accustomed to the reach of national banks.

With the Comerica acquisition now closed, Fifth Third moves into that upper tier. Its success in integrating the deal—and regulators’ response to any follow-on mergers among peers—will help determine whether the new era of bank consolidation delivers on promises of stronger, more efficient lenders, or simply concentrates more economic power in fewer institutions.