Fifth Third Bancorp Acquires Comerica for $10.9 Billion

Two regional banks in the US, Fifth Third Bancorp and Comerica Incorporated, have entered into a merger agreement under which Fifth Third will acquire Comerica in an all-stock transaction valued at $10.9 billion creating the ninth-largest lender in the country with approximately $288 billion in assets.

Under the terms of the agreement, Comerica’s stockholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share as of Fifth Third’s closing stock price on 3 October 2025, and a 20% premium to Comerica’s 10-day volume-weighted average stock price.

At close, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own approximately 27% of the combined company.

The combination is expected to be immediately accretive to shareholders; deliver peer-leading efficiency, return on assets and return on tangible common equity ratios; and create a compelling platform to generate sustainable long-term growth.

The acquisition is a strategic acceleration of Fifth Third’s long-term growth plan, enhancing scale, profitability, and geographic reach. The combination of Fifth Third’s award-winning retail banking and digital capabilities with Comerica’s strong middle market banking franchise and attractive footprint further strengthens Fifth Third’s position in high-growth markets.

The combined entity will operate in 17 of the 20 fastest-growing markets in the country, including key regions in the Southeast, Texas and California, while solidifying its leadership in the Midwest. By 2030, it is expected that over half of Fifth Third’s branches will be located in the Southeast, Texas, Arizona and California.

Moreover, the combined company will have two $1 billion recurring and high return fee businesses – Commercial Payments and Wealth and Asset Management – which provide durable, diversified earnings and the additional capacity to reinvest in future growth.

Accelerating Bank’s Strategy

Tim Spence, Chairman, CEO and President of Fifth Third Bank, said that this combination marks a pivotal moment for his bank as they accelerate the bank’s 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,” Tim added.

Curt Farmer, Chairman, President and CEO of Comerica, said that their unique approach to relationship banking has served their customers for nearly two centuries.

He added: “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.”

To ensure business and client continuity, leadership will include representation from both banks and Farmer will assume the role of Vice Chair and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s Wealth & Asset Management business.