Fifth Third to Acquire Comerica in $10.9B All-Stock Merger
Fifth Third Bancorp has agreed to acquire Comerica in an all-stock transaction valued at $10.9 billion, creating one of the nation’s largest and most geographically diverse banking institutions. Under the terms of the agreement, Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share—equating to $82.88 per share based on Fifth Third’s October 3, 2025 closing price. Upon completion, Fifth Third shareholders will own roughly 73% of the combined company, while Comerica shareholders will hold approximately 27%.
The merger will create the 9th largest U.S. bank with $288 billion in total assets, expanding Fifth Third’s retail and digital banking capabilities alongside Comerica’s strong middle market franchise. The combined firm will operate in 17 of the 20 fastest-growing markets nationwide, including key regions across the Southeast, Texas, and California, while maintaining a leading position in the Midwest. By 2030, over half of the bank’s branches are expected to be located in the Southeast, Texas, Arizona, and California.
“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, CEO, and President of Fifth Third Bank. Comerica’s CEO Curt Farmer added, “Joining with Fifth Third—given its strengths in retail, payments, and digital—allows us to expand our commercial franchise and better serve customers across more markets.”
Leadership of the combined entity will include representation from both organizations. Farmer will serve as Vice Chair, and Comerica’s Chief Banking Officer, Peter Sefzik, will lead Fifth Third’s Wealth and Asset Management division. Three Comerica board members, including Farmer, will join Fifth Third’s Board of Directors.
The merger is expected to close by the end of Q1 2026. Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Fifth Third, with Sullivan & Cromwell LLP as legal counsel. J.P. Morgan Securities LLC is lead financial advisor to Comerica, with Wachtell, Lipton, Rosen & Katz as legal counsel, and Keefe, Bruyette & Woods, a Stifel company, also advising Comerica.