Dallas-Based Comerica To Be Acquired for Nearly $11B by Cincinnati's Fifth Third Bancorp

Dallas-based Comerica Inc. (NYSE: CMA) has agreed to be acquired by Cincinnati-based Fifth Third Bancorp (Nasdaq: FITB) in an all-stock transaction valued at $10.9 billion.

Comerica’s stockholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share as of Fifth Third’s closing stock price on Oct. 3, a 20% premium to Comerica’s 10-day volume-weighted average stock price, Fifth Third said. Once the deal closes, Fifth Third shareholders will own roughly 73% and Comerica shareholders will own approximately 27% of the combined company.

“Our unique approach to relationship banking has served our customers for nearly two centuries,” Curt Farmer, chairman, president and CEO of Comerica, said in a statement. “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. I’m confident that we will be better together, and our customers, shareholders and communities will benefit.”

The companies said that the deal joins together two long-tenured banking franchises to create the ninth-largest U.S. bank with about $288 billion in assets. The transaction is anticipated to close at the end of the first quarter 2026.

Fifth Third said the strategic acquisition will accelerate its long-term growth plan, enhancing scale, profitability, and geographic reach. The combination of Fifth Third’s award-winning retail banking and digital capabilities with Comerica’s strong middle market banking franchise and attractive footprint further strengthens Fifth Third’s position in high-growth markets, the banks said.

Markets and leadership

The combined company will operate in 17 of the 20 fastest-growing markets in the country, including key regions in the Southeast, Texas, and California, while solidifying its leadership in the Midwest, they said.

By 2030, it is expected that more than half of Fifth Third’s branches will be located in the Southeast, Texas, Arizona, and California. The combined company will have two $1 billion recurring and high return fee businesses—Commercial Payments and Wealth & Asset Management—that will aim to provide durable, diversified earnings and the additional capacity to reinvest in future growth.

“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,” Tim Spence, chairman, CEO and president of Fifth Third Bank, said in a statement. “Comerica’s strong middle market franchise and complementary footprint make this a natural fit. Together, we are creating a stronger, more diversified bank that is well-positioned to deliver value for our shareholders, customers, and communities — starting today, and over the long-term.”

Farmer will assume the role of vice chair and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s Wealth & Asset Management business, the companies said. Three members of Comerica’s Board will join Fifth Third’s Board of Directors after the deal’s close. Farmer also will join Fifth Third’s board of directors upon retirement. The transaction is subject to shareholder approvals for both Fifth Third and Comerica, customary regulatory approvals, and closing conditions.

“Our disciplined approach to M&A is grounded in the belief that anything we do must be strategic, make financial sense, and expand the reach of our industry-leading products and services—and this combination checks every box,” Spence said. “We’re thrilled to build our future with a franchise we have long admired.”

Goldman Sachs & Co. LLC is exclusive financial advisor to Fifth Third and Sullivan & Cromwell LLP is serving as legal advisor.

J.P. Morgan Securities LLC is lead financial advisor to Comerica and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Keefe, Bruyette & Woods, a Stifel Company, also served as financial advisor to Comerica.