US bank Fifth Third Bancorp announced Monday that it will acquire regional lender Comerica in an all-stock transaction valued at $10.9 billion, creating the ninth-largest bank in the country.
Under the deal, Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share, a roughly 20% premium to Comerica’s recent average stock price. Post-merger, Fifth Third shareholders will own about 73% of the combined entity, while Comerica shareholders will hold 27%.
The merger expands Fifth Third’s footprint into 17 of the 20 fastest-growing U.S. markets, including the Southeast, Texas, Arizona, and California, strengthening the bank’s commercial presence and customer base. Comerica CEO Curt Farmer will join Fifth Third as Vice Chair, and three Comerica board members will be added to Fifth Third’s board.
The combined bank will operate with approximately $288 billion in assets, making it a major player in the U.S. regional banking sector. The merger is expected to be immediately accretive to shareholders and enhance efficiency, return on assets, and return on equity metrics. Key fee-based businesses, such as commercial payments and wealth management, will benefit from the expanded scale.
Fifth Third and Comerica said the transaction is subject to customary regulatory approvals and shareholder consent from both companies, with an expected close by the end of the first quarter of 2026.
The deal reflects Fifth Third’s strategy to build density in high-growth markets and strengthen its commercial capabilities. Analysts view the merger as a major step in consolidating the U.S. regional banking landscape and positioning the combined entity for future growth.
Fifth Third was advised by Goldman Sachs & Co. LLC and Sullivan & Cromwell LLP, while Comerica was advised by J.P. Morgan Securities LLC and Wachtell, Lipton, Rosen & Katz.
The merger marks a pivotal moment for both banks as they look to leverage scale, geographic expansion and complementary business lines to compete with larger national and regional banks.
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