In one of the most significant U.S. banking mergers of the decade, Fifth Third Bancorp (Nasdaq: FITB) and Comerica Incorporated (NYSE: CMA) announced a definitive agreement under which Fifth Third will acquire Comerica in an all-stock transaction valued at $10.9 billion. The deal—representing a 20 percent premium to Comerica’s recent stock price—will create the nation’s ninth-largest bank, with approximately $288 billion in assets and operations across 17 of the 20 fastest-growing markets in the country.
Under the agreement, Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share, valued at $82.88 per share based on Fifth Third’s October 3 closing price. Upon completion, expected by the end of the first quarter of 2026, Fifth Third shareholders will own about 73 percent of the combined company, while Comerica shareholders will own approximately 27 percent.
“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, President and CEO of Fifth Third Bank. “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.”
The deal expands Fifth Third’s presence far beyond its Midwest roots, pairing its award-winning retail and digital platforms with Comerica’s well-established middle-market and commercial banking network. By 2030, more than half of Fifth Third’s branches are expected to be located in the Southeast, Texas, Arizona, and California, aligning the combined bank with regions experiencing the strongest demographic and business growth.
Beyond geographic expansion, the merger strengthens Fifth Third’s long-term profitability and diversification. The combined company will house two $1 billion fee-generating businesses—Commercial Payments and Wealth & Asset Management—creating durable, high-return earnings streams and additional capacity for reinvestment. Executives expect the transaction to be immediately accretive to shareholders and to deliver “peer-leading efficiency, return on assets, and return on tangible common equity.”
Comerica’s Chairman and CEO Curt Farmer said the merger underscores both banks’ shared heritage of relationship-based service. “Our unique approach to relationship banking has served our customers for nearly two centuries,” Farmer noted. “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.”
To ensure continuity, the leadership structure will draw from both institutions. Farmer will become Vice Chair of the combined company and join Fifth Third’s Board of Directors upon his retirement. Peter Sefzik, Comerica’s Chief Banking Officer, will lead the Wealth & Asset Management division. In addition, three members of Comerica’s Board will join Fifth Third’s board following the merger.
“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,” Spence added. “We’re thrilled to build our future with a franchise we have long admired.”
Shareholders of both companies will vote on the transaction, which also requires regulatory approval. If cleared, the Fifth Third–Comerica merger will signal a new era in regional banking—one that blends history, innovation, and scale to compete more forcefully on the national stage.
