Fifth Third’s $10.9B Comerica Acquisition to Create 9th Largest U.S. Bank and Accelerate Expansion in Fast-Growth Markets

All-Stock Deal Drives Significant Value and Strategic Scale

Fifth Third Bancorp (NASDAQ:FITB) is making a bold move to solidify its status as a national banking powerhouse, announcing the acquisition of Comerica Incorporated (NYSE:CMA) in an all-stock deal valued at $10.9 billion. Under the definitive agreement, Comerica shareholders will receive 1.8663 Fifth Third shares for every Comerica share—valuing the transaction at $82.88 per share, which is a 20% premium over Comerica’s 10-day volume-weighted average price. Once complete, the deal will make the combined institution the ninth-largest U.S. bank by assets, totaling roughly $288 billion.

Growth Engine: Enhanced Market Reach and Diverse Revenue Streams

The merger is set to combine Fifth Third’s digital banking and retail franchise with Comerica’s highly regarded middle market and commercial banking business. As a result, the combined bank will operate in 17 of the 20 fastest-growing U.S. markets, extending significant reach in the Southeast, Texas, Arizona, and California. By 2030, more than half of its branch network is expected to be based in these regions—enabling both institutions to tap into shifting demographic trends and dynamic local economies.

The unified bank also expects to create two recurring, high-return fee businesses exceeding $1 billion each: Commercial Payments and Wealth & Asset Management. This diversification should bolster resilience across cycles and fund reinvestment for future innovation.

Leadership Continuity and Integration Plans Aim for Smooth Transition

To ease the integration and ensure business continuity, the post-merger leadership will reflect contributions from both organizations. Comerica’s Curt Farmer will become Vice Chair, and Peter Sefzik, Comerica’s Chief Banking Officer, will lead Fifth Third’s Wealth & Asset Management division. Three Comerica board members will join the expanded board of directors at Fifth Third. This integrated approach may provide strategic continuity for both employees and clients as the transition unfolds.

Strategic Rationale: Scale, Efficiency, and Profitability on the Rise

The transaction’s immediate benefits are clear: improved efficiency, strong return metrics, and a platform capable of sustained long-term growth. With enhanced scale in high-growth geographies, diversified business lines, and greater capacity for technology investments, Fifth Third is positioning itself to outpace peers on several fronts.

CEO Tim Spence emphasized the merger’s fit with Fifth Third’s disciplined, strategic M&A playbook, citing the natural overlap of capabilities and the intention to deliver lasting value for all stakeholders.

Shareholder Approval, Regulatory Review, and Timelines

The deal, expected to close by the end of the first quarter of 2026, remains subject to customary regulatory and shareholder approvals. Both banks are encouraging investors to review proxy and registration documents as they become available to ensure transparency throughout the approval process.

What’s Next for FITB Investors?

While every bank merger comes with execution risk—from integration hurdles to regulatory approval delays—the Fifth Third-Comerica tie-up offers an immediate jump in scale and market reach that is hard to replicate organically. Investors watching FITB now have a new, growth-focused platform to monitor, particularly as the combined bank enters some of the most attractive U.S. banking markets. With new fee income engines and clear leadership integration, Fifth Third is making a definitive play for leadership among America’s super-regional banks.

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