Mergers & Acquisitions

Fifth Third to Acquire Comerica in $10.9B All-Stock Deal

The merger will create the ninth-largest U.S. bank, signaling a new wave of consolidation in the regional banking sector.

Fifth Third Bancorp and Comerica Incorporated have announced a definitive agreement for Fifth Third to acquire Comerica in an . The landmark deal is set to create the ninth-largest bank in the United States with approximately $288 billion in assets, marking a significant step in the ongoing consolidation trend within the regional banking industry.

Under the terms of the deal, Comerica shareholders will receive 1.8663 shares of Fifth Third stock for each share of Comerica they own, representing a 20% premium based on recent trading averages. The merger is designed to significantly expand Fifth Third's geographic footprint, strengthening its presence in high-growth markets like Texas and California while bolstering its established Midwest operations. Executives project the combination will generate $850 million in annualized cost synergies.

Wall Street has reacted with cautious optimism, viewing the move as a strategic play to build scale and efficiency. Analysts at Piper Sandler lauded the merger as a '', reflecting a broader sentiment that consolidation is becoming necessary for regional players to compete. The deal is seen as a way to combine Fifth Third’s retail banking prowess with Comerica’s strong middle-market commercial lending franchise.

However, the transaction is not without its challenges. Some analysts have raised concerns about Comerica's recent ',' including stagnant loan growth and high deposit costs, which could present integration hurdles for Fifth Third. Furthermore, the significant geographic overlap between the two banks, particularly in Michigan, has led to speculation that the deal could trigger a number of to satisfy regulatory requirements. The deal is expected to close in the first quarter of 2026, pending shareholder and regulatory approval.