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Fifth Third to Acquire Comerica in $10.9B All-Stock Deal
Fifth Third Bancorp and Comerica Incorporated said Monday they have entered into a definitive merger agreement under which Fifth Third will acquire Comerica in an all-stock transaction valued at $10.9 billion. The deal would create the ninth largest U.S. bank with approximately $288 billion in assets.
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, Fifth Third and Comerica said. By 2030, it is expected that over half of Cincinnati-based 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,” said Tim Spence, chairman, CEO and president of Fifth Third Bank. “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.”
To ensure business and client continuity, leadership will include representation from both organizations. Comerica chairman, president and CEO Curt Farmer will assume the role of vice chair and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s Wealth & Asset Management business. The merger is expected to close at the end of the first quarter of 2026.
Goldman Sachs is serving as exclusive financial advisor to Fifth Third and Sullivan & Cromwell LLP is serving as legal advisor. J.P. Morgan Securities LLC 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.
- ◦Sale/Acquisition
- ◦Financing
