CINCINNATI AND DALLAS — Fifth Third Bancorp (Nasdaq: FITB) has entered into a merger agreement to acquire Comerica Inc. (NYSE: CMA) in a transaction valued at roughly $10.9 billion.
Under the terms of the all-stock transaction, Comerica’s stockholders will receive approximately 1.86 shares of Fifth Third common stock for each Comerica share they own. That condition translates to a per-share price of $82.88, which was Fifth Third’s closing stock price on Oct. 3, the last business day before the deal was formally announced. The closing price also represents a 20 percent premium to Comerica’s 10-day volume-weighted average stock price.
Upon closing, which is expected to occur at the end of the first quarter of 2026, Fifth Third shareholders will own approximately 73 percent of the combined company, and Comerica shareholders will own approximately 27 percent. According to Fifth Third and Comerica, the newly formed company will have about $288 billion in assets under management (AUM), making it the ninth-largest U.S. bank by that metric.
In addition, the combined entity will operate in 17 of what company officials have described as “the 20 fastest-growing markets in the country, including key regions in the Southeast, Texas and California.” Company officials also anticipate that by 2030, more than half of Fifth Third’s branches will be located in the Southeast, Texas, Arizona and California. As of a year ago, Comerica had 379 banking centers throughout the country.
“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,” says Tim Spence, chairman, CEO and president of Fifth Third Bank. “Comerica’s strong middle-market franchise and complementary footprint make this a natural fit.”
“Our unique approach to relationship banking has served our customers for nearly two centuries,” adds Curt Farmer, chairman, president and CEO of Comerica. “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.”
Farmer will assume the role of vice chair within the new company, while Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s wealth and asset management business. Three members of Comerica’s Board will join Fifth Third’s board of directors following the transaction close. Farmer will also join Fifth Third’s board of directors upon retirement.
Goldman Sachs is serving as exclusive financial advisor to Fifth Third, and Sullivan & Cromwell LLP is serving as the Cincinnati-based bank’s legal advisor. J.P. Morgan Securities LLC is serving as lead financial advisor to Comerica, and Wachtell, Lipton, Rosen & Katz is serving as the Dallas-based bank’s legal advisor.
- Taylor Williams