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Fifth Third Bancorp to Acquire Comerica Bank in $10.9 Billion All-Stock Deal, Forming Ninth-Largest US Bank

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Fifth Third Bancorp has agreed to acquire Texas-based Comerica Bank in an all-stock transaction valued at $10.9 billion, a deal that will create the ninth-largest bank in the US with approximately $288 billion in combined assets. The merger is anticipated to close by the end of Q1 2026. This acquisition follows a strategy to significantly expand Fifth Third’s operations.

Under the terms of the agreement, Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share they own. Based on Fifth Third’s closing price on 3 October 2025, this valuation represents $82.88 per share, reflecting a 20% premium to Comerica’s 10-day volume-weighted average stock price. Upon completion, Fifth Third shareholders are expected to hold approximately 73% of the combined entity, with Comerica shareholders owning the remaining 27%.

This acquisition marks a substantial geographic expansion for Ohio-based Fifth Third, which has historically focused its operations in the Midwest. The merger is projected to significantly enhance the bank’s presence in high-growth markets, with over half of Fifth Third’s branches expected to be located in the Southeast, Texas, Arizona, and California by 2030. Fifth Third has described the transaction as integral to its long-term growth plan, aiming to enhance its scale, profitability, and geographic reach. The bank has been actively pursuing southeastern expansion, appointing former M&T Bank CFO Darren King as head of regional banking in April to lead this initiative.

Leadership for the merged organization will be drawn from both institutions to ensure business and client continuity. Curt Farmer, currently chairman, president, and CEO of Comerica, will serve as vice chair of the combined entity. Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s wealth and asset management division. Additionally, three Comerica board members are slated to join Fifth Third’s board of directors, with Mr. Farmer also joining the board upon his retirement.

The Comerica acquisition continues Fifth Third’s active merger and acquisition strategy. In August, the bank acquired cash management software provider DTS Connex for an undisclosed amount, which expanded its capabilities in cash logistics, infrastructure, and risk management services.

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