In a move that sends ripples across the financial world, Fifth Third Bancorp announced Monday it will acquire Comerica Inc. in a sweeping all-stock transaction valued at $10.9 billion, merging two regional titans into one national banking force.
The deal, guided by Sullivan & Cromwell LLP for Fifth Third and Wachtell Lipton Rosen & Katz for Comerica, positions the new entity as the ninth-largest bank in the United States, commanding $288 billion in assets and a footprint that spans some of the fastest-growing markets in the country.
Under the agreement, Comerica shareholders will receive 1.8663 shares of Fifth Third for each of their own — an equivalent of $82.88 per share, based on Fifth Third’s Oct. 3 closing price, representing a 20% premium over Comerica’s 10-day trading average.
Once the merger closes, expected by the end of Q1 2026, Fifth Third shareholders will own about 73% of the combined institution, while Comerica shareholders will hold the remaining 27%.
“A Pivotal Moment” for Fifth Third
“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, chair, CEO, and president of Fifth Third Bank. “Comerica’s strong middle-market franchise and complementary footprint make this a natural fit.”
Comerica CEO Curt Farmer echoed the sentiment, calling the union “a chance 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.”