Fifth Third Bancorp and Comerica have entered into a definitive merger agreement under which Fifth Third will acquire Comerica in an all-stock transaction valued at $10.9 billion. Under the terms of the agreement, 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 October 3, 2025, and a 20% premium to Comerica’s 10-day volume-weighted average stock price. At close, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own approximately 27% of the combined company.
The combination is expected to be immediately accretive to shareholders; deliver peer-leading efficiency, return on assets and return on tangible common equity ratios; and create a platform to generate sustainable long-term growth.
The combined entity will operate in 17 markets in the country, including key regions in the Southeast, Texas and California. By 2030, it is expected that over half of Fifth Third’s branches will be located in the Southeast, Texas, Arizona and California.
“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. “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.”
Curt Farmer, chairman, president and CEO of Comerica, added, “Our unique approach to relationship banking has served our customers for nearly two centuries. 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 am confident that we will be better together, and our customers, shareholders and communities will benefit.”
Leadership will include representation from both organizations. Farmer will assume the role of vice chair and 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.
The transaction is anticipated to close at the end of Q1/26. 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 is serving as exclusive financial advisor to Fifth Third and Sullivan & Cromwell is serving as legal advisor.
J.P. Morgan Securities is serving as 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.
