Fifth Third to Acquire Comerica in $10.9 Billion All-Stock Deal
The transaction creates the ninth-largest U.S. bank, fueling a new wave of consolidation in the regional banking sector.
Fifth Third Bancorp has agreed to acquire Comerica Inc. in a blockbuster $10.9 billion all-stock transaction, a move that will create the ninth-largest U.S. bank by assets and marks a significant acceleration of consolidation within the regional banking industry. The announcement sent Comerica's shares surging over 13% in active trading.
Under the terms of the deal, Comerica shareholders will receive 1.8663 Fifth Third shares for each share they own. This represents a value of approximately $82.88 per share and a 20% premium over Comerica's recent volume-weighted average stock price. Following the merger's completion, Fifth Third shareholders will own roughly 73% of the combined entity, with Comerica shareholders holding the remaining 27%, .
The strategic rationale behind the acquisition centers on scale and expansion into high-growth markets. The combined bank will have a significant presence in 17 of the 20 fastest-growing markets in the United States, particularly strengthening its footprint in Texas, California, and the Southeast. Fifth Third CEO Tim Spence hailed the deal, describing Comerica as a "crown jewel middle-market banking franchise" and stating the merger would forge a .
The market's reaction underscored the perceived benefits for Comerica stockholders, as on the news. Conversely, shares of Fifth Third dipped slightly, a typical response for an acquirer in an all-stock deal. Industry analysts have largely viewed the merger favorably, with some calling it a "game-changer" that could trigger further tie-ups as regional banks seek the scale necessary to compete with financial titans and nimble fintech challengers.
The deal is the largest regional bank merger announced in 2025 and reflects a growing trend of consolidation. Analysts suggest that a more business-friendly regulatory environment is allowing banks to pursue strategic acquisitions that provide greater efficiency and diversified revenue streams. The transaction is expected to close in the first quarter of 2026, pending customary regulatory and shareholder approvals.