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.”

Leadership and Strategic Integration

The combined leadership structure reflects both banks’ influence. Farmer will become vice chair of the new entity, while Comerica’s Chief Banking Officer Peter Sefzik will oversee Wealth & Asset Management. Three Comerica board members will join Fifth Third’s board, with Farmer joining upon retirement.

Fifth Third said the merger will boost scale, profitability, and efficiency, while enhancing geographic reach across the Midwest, Southeast, and Western U.S.

By 2030, over half of Fifth Third’s branches will be located in the Southeast, Texas, Arizona, and California, underscoring the bank’s long-term pivot toward high-growth markets.

Expanding Reach and Recurring Revenue

The deal also brings in two significant $1 billion recurring fee businesses — Commercial Payments and Wealth & Asset Management — expected to strengthen recurring earnings and reinvestment capacity.

The merged institution will operate in 17 of the 20 fastest-growing U.S. markets, including financial hubs across Texas, California, and the Southeast, while reinforcing its dominance in the Midwest.

Legal and Financial Heavyweights Behind the Deal

Goldman Sachs & Co. is serving as Fifth Third’s financial adviser, while J.P. Morgan Securities and Keefe, Bruyette & Woods are advising Comerica.

The Wachtell Lipton team advising Comerica includes partners Edward D. Herlihy, Matthew M. Guest, Richard K. Kim, Jeannemarie O’Brien, Joshua M. Holmes, Gregory E. Pessin, and Christina C. Ma.

Details of Sullivan & Cromwell’s advisory team for Fifth Third were not immediately available.