United States (Brussels Morning Newspaper) – Fifth Third Bancorp announced its intention to acquire Comerica Inc. in an all-stock deal valued at $10.9 billion, creating the ninth-largest bank in the United States with $288 billion in assets. The merger, expected to close by the first quarter of 2026, aims to enhance Fifth Third’s presence in high-growth markets and strengthen its commercial capabilities.
The $10.9 Billion All-Stock Deal
On Monday, October 6, 2025, Fifth Third Bancorp and Comerica announced that they have signed a definitive merger agreement under which Fifth Third will acquire Comerica in a stock deal valued at approximately $10.9 billion. Comerica shareholders will receive 1.8663 shares of Fifth Third for every share they own, based on Fifth Third’s closing share price of $82.88 on October 3. This represents a 20% premium to Comerica’s recent stock price average, reflecting strong investor support.
Following the completion of the merger, Fifth Third shareholders will control about 73% of the combined company, with Comerica shareholders holding the remaining 27%. The deal, expected to close in early 2026 pending regulatory and shareholder approvals, positions the newly combined bank as the ninth-largest in the U.S., boasting total assets of approximately $288 billion.
Strategic Importance and Market Expansion
Tim Spence, CEO of Fifth Third, described the acquisition as “a pivotal moment” in the bank’s strategy to expand in high-growth markets and enhance its commercial banking business. Fifth Third has historically been strong in the Midwest but has recently accelerated growth in the Southeast and Sun Belt regions, with plans to open 200 new locations across the Southeast by 2028, which would make it a top-five bank by market share in key states such as Texas, California, and Florida.
Spence stated, “Comerica’s strong middle-market franchise and complementary geographic footprint make this a natural fit. Together, we are creating a stronger, more diversified bank that can generate long-term shareholder value and better serve customers and communities across our footprint.” The combined entity will increase Fifth Third’s middle-market sales force by 20%, enhancing its ability to serve small and medium-sized businesses.
Financial Market Reaction
The announcement was met with mixed but largely positive reactions from financial markets. Comerica’s stock jumped approximately 12-14% in response to the premium offer and perceived strategic value, while Fifth Third’s shares declined slightly by around 1-3% during trading, reflecting the all-stock nature of the transaction and short-term concerns about integration. Overall, analysts view the merger as a strong move in a year marked by increasing bank consolidation.
Industry analysts from Piper Sandler and Argus Research labelled the deal as a “game-changer” and “the largest regional bank merger announced in 2025,” reflecting a broader trend of consolidation following the 2023 banking crisis. Experts argue that the combination allows regional banks to compete more effectively with the country’s largest institutions such as JPMorgan Chase and Bank of America.
Complementary Strengths of Fifth Third and Comerica
Fifth Third brings a well-established franchise with strong retail banking, payments, and digital services capabilities. Comerica, headquartered in Dallas, contributes a well-regarded commercial banking division with a footprint in Texas, Arizona, and Florida. The two banks together will blend a strong retail and commercial presence across diverse geographies, aiming to drive growth through scale, technology, and an expanded service offering.
Regulatory and Shareholder Approvals
Fifth Third and Comerica will continue operating independently until all regulatory and shareholder approvals are secured. The banks expect to close the transaction by the end of the first quarter of 2026, assuming timely clearance by federal regulators who have increased scrutiny of banking mergers in recent years.
Implications for the Banking Sector
This merger signals a new phase in the regional banking landscape as institutions seek scale and competitive differentiation after the market disruptions in 2023. The deal may spark further consolidation in the sector, with banks looking to capitalise on more favourable regulatory environments as well as robust market valuations to boost shareholder value and customer offerings.
