Fifth Third buys Comerica in nearly $11B deal

Fifth Third and Comerica announced on Monday that they have signed a definitive merger agreement in an all-stock transaction valued at $10.9 billion, creating the nation’s ninth-largest bank with approximately $288 billion in assets.

Comerica’s website detailed that shareholders will receive 1.8663 Fifth Third shares for each Comerica share, valuing the deal at $82.88 per share based on Fifth Third’s Oct. 3 closing price.

“The combined entity 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. Third’s award-winning retail and digital banking will be paired with Comerica’s middle market expertise, expanding both consumer and commercial offerings,” the website reads.

Fifth Third added that by 2030, more than half of its branches are projected to be in those regions.

“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,” Fifth Third Bank Chairman and CEO Tim Spence said in a statement. “Comerica’s strong middle market franchise and complementary footprint make this a natural fit.”

The transaction is expected to close by the end of the first quarter of 2026, with Fifth Third shareholders owning about 73% of the combined company. Company shareholders still need to approve the deal.

Three Comerica board members will join Fifth Third’s board upon completion of the merger. Comerica Chairman and CEO Curt Farmer will serve as vice chair of the combined company, while Chief Banking Officer Peter Sefzik will head Fifth Third’s wealth and asset management division.

Comerica shares rose 12% in premarket trading, while Fifth Third fell 3%. The S&P 500 Banks Index is up nearly 21% this year, outpacing the broader market’s 14% gain.

Comerica has sunsetted certain operations in recent years. In 2023, the Dallas-based company announced plans to “organically exit” warehouse lending.