Fifth Third Bancorp has signed a definitive agreement to acquire Comerica in an all-stock transaction valued at $10.9bn.  

The deal will create the ninth largest bank in the US with approximately $288bn in assets.  

Under the terms, Comerica stockholders will receive 1.8663 Fifth Third shares for each share they hold,  

representing $82.88 per share based on Fifth Third’s closing stock price on 3 October 2025 and a 20% premium to ten-day volume-weighted average stock price of Comerica.  

Post-merger, Fifth Third shareholders will own about 73%, and shareholders of Comerica will have 27% of the merged entity. 

Comerica president, chairman and CEO Curt Farmer said: “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.  

The merger is anticipated to be “immediately accretive” to shareholders and is expected to deliver efficiency, return on assets, and return on tangible common equity ratios.  

By combining Fifth Third’s retail banking and digital capabilities with Comerica’s middle market banking franchise and footprint, the merged entity aims to strengthen its position in high-growth markets.  

The combined company will operate across 17 markets, including the Southeast, Texas, and California. 

By 2030, over half of Fifth Third’s branches are projected to be located in the Southeast, Texas, Arizona, and California.  

Additionally, the merger will result in two $1bn recurring and high return fee businesses—commercial payments and wealth and asset management.  

Comerica’s chief banking officer Peter Sefzik will lead Fifth Third’s wealth & asset management business, and three Comerica Board members will join Fifth Third’s board after the transaction close.  

The merger is expected to be finalised by the end of the first quarter of 2026, subject to shareholder and regulatory approvals. 

Fifth Third Bank president, chairman and CEO Tim Spence stated: “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.  

“Comerica’s strong middle market franchise and complementary footprint make this a natural fit.”  

Last year in December, Fifth Third Bank announced plans to open over 200 retail branches by 2028, with a focus on the Southeast US.