Fifth Third Bancorp has announced its intent to acquire Comerica in an all-stock transaction valued at $10.9 billion, offering 1.8663 shares of Fifth Third for each Comerica share. This exchange ratio corresponds to $82.88 per share, reflecting a premium of roughly 17-20% over Comerica’s recent trading levels.
Strategic Vision and Transaction Specifications
Upon closing, existing Fifth Third shareholders are expected to own around 73 percent of the merged entity, with Comerica shareholders holding the remaining 27 percent. The deal is poised to elevate the combined institution into the ninth-largest U.S. bank by assets, with an aggregate balance sheet near $288 billion.
The merger is structured to be immediately accretive to earnings, with synergies and cost savings estimated at $850 million annually and pre-tax restructuring costs of approximately $1.3 billion. Fifth Third has engaged Goldman Sachs as its exclusive financial advisor, while Comerica is advised by J.P. Morgan Securities and Keefe, Bruyette & Woods.
Commercial Footprint and Market Expansion
A key driver of the merger is to deepen Fifth Third’s presence in the middle-market lending space and expand into faster-growing markets. In particular, Comerica’s established positions in Texas, California, Arizona, Florida, and parts of the Southeast will complement Fifth Third’s Midwest and regional network. The combined bank is projected to serve 17 of the 20 fastest-growing U.S. markets, and by 2030, more than half of its branches are expected to reside in Southeast, Texas, Arizona, and California.
Comerica’s commercial banking franchise is viewed as a strategic asset, especially in middle market sectors, which Fifth Third’s leadership sees as underpenetrated in many Sun Belt states. The merger also strengthens Fifth Third’s commercial payments and wealth & asset management units, each expected to become durable, fee-based revenue engines exceeding $1 billion in recurring income.
Governance, Integration, and Regulatory Timing
Leadership roles in the combined entity will include Curt Farmer (Comerica’s CEO) becoming vice chair, and Peter Sefzik assuming oversight of the wealth & asset management division. Three board members from Comerica will join Fifth Third’s board upon closing. The transaction is contingent on shareholder approvals, customary closing conditions, and regulatory clearance.
Executives express confidence in navigating the regulatory path, citing precedent from recent bank mergers being completed in three to six months, under a more favorable review environment. Spence and Farmer both emphasize alignment with the current administration’s pro-business stance and efforts to streamline review processes. The deal is slated to conclude by first quarter 2026.
Financial Metrics, Market Reaction, and Industry Trends
On the markets, Comerica’s stock surged nearly 14 percent following the announcement, while Fifth Third experienced a modest dip. The KBW Nasdaq Bank Index has outpaced broader benchmarks this year, rising in excess of 18 percent, while the S&P 500 Banks Index hovers around 11 percent gains. Analysts view the merger as a model for disciplined consolidation, highlighting the relatively modest price multiple (about 1.75x tangible book value) that Fifth Third is paying for Comerica, and the unusually favorable mix of cost savings and synergy potential. Industry observers note that the pace of regional bank dealmaking has accelerated in 2025, with more than 20 transactions exceeding $200 million so far. Fifth Third’s prior attempt to acquire First Republic Bank during the 2023 regional banking turmoil was unsuccessful, underscoring the strategic importance of this new deal.