Fifth Third to Buy Comerica for $10.9 Billion, Creating 9th-Largest US Bank

The all-stock deal boosts Fifth Third’s presence in Texas and California and is part of a growing wave of U.S. regional bank mergers.

Fifth Third Bank logo, in this illustration. Dado Ruvic/Reuters

Fifth Third Bancorp announced on Oct. 6 it will acquire Comerica Inc. in an all-stock deal valued at $10.9 billion, a move that will create the ninth-largest U.S. bank.

The combined bank will have about $288 billion in assets and operate across 17 of the 20 fastest-growing U.S. markets, the companies said. That footprint includes the Southeast, Texas, and California, alongside Fifth Third’s traditional Midwest base.

The acquisition comes amid a wave of consolidation among U.S. regional banks.

Fifth Third Bank Chairman and Chief Executive Tim Spence said the deal will deepen the bank’s reach in some of the country’s fastest-growing markets.

“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,” he said.

Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share, equal to $82.88 per share based on Fifth Third’s closing stock price on Oct. 3. The offer represents a 20 percent premium to Comerica’s 10-day volume-weighted-average stock price. After the deal closes, Fifth Third investors will hold about 73 percent of the combined company, while Comerica shareholders will own roughly 27 percent.

By 2030, the lender expects to expand beyond its Midwest base, with more than half of its branches to be located in the Southeast, Texas, Arizona, and California.

Fifth Third also expects steady profits from two of its big money-making areas: commercial payments and wealth management, each bringing in about $1 billion.

Comerica’s chief executive, Curt Farmer, said the deal allows Comerica to build on its leading commercial franchise and further serve its customers.

“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,” said Spence.

Merger Momentum Builds

Morningstar, a financial services and investment research firm, said regional bank merger prospects have recently boosted stock prices. The gains, it added, come “amid a lighter regulatory touch by the Trump administration on dealmaking, and past underperformance by the sector due partly to uncertainty about interest-rate cuts.”

In March, Federal Deposit Insurance Corporation’s board of directors approved a proposal to reverse a Biden-era policy that had increased scrutiny on large bank mergers. The rollback aims to restore the merger review standards that existed prior to 2024.

The Fifth Third-Comerica deal is the largest announced U.S. bank acquisition since Bank of Montreal’s $16.3 billion takeover of Bank of the West in 2023. It follows PNC Financial Services’ $4.1 billion agreement last month to buy FirstBank of Colorado.

In April, the Federal Reserve Board approved the merger between Capital One Financial Corporation and Discover Financial Services in a $35.3 billion deal, turning Capital One into the eighth-largest bank post-merger.

The Fifth Third-Comerica merger is expected to close at the end of the first quarter of 2026.

To ensure continuity, executives from both banks will take leadership roles. Farmer will become a vice chair at Fifth Third, while Comerica’s chief banking officer, Peter Sefzik, will lead wealth and asset management. Three Comerica board members will join Fifth Third’s board, and Farmer himself will join after he retires.

Goldman Sachs is advising Fifth Third on the deal, with Sullivan & Cromwell providing legal counsel. Comerica is being advised by J.P. Morgan, with Wachtell, Lipton, Rosen & Katz handling legal work. Keefe, Bruyette & Woods, part of Stifel Financial, also advised Comerica.

Fifth Third’s stock closed Friday at $44.39, valuing the bank at about $30 billion. Comerica’s shares ended the week at $69.02, giving it a market value of about $9.1 billion.