Fifth Third Bancorp (Nasdaq: FITB) will acquire Comerica Incorporated (NYSE: CMA) in an all-stock transaction valued at $10.9 billion. The combination will create the ninth-largest U.S. bank with roughly $288 billion in assets, according to Reuters. No closing date has yet been provided, and the merger remains subject to regulatory approval.
Deal Structure and Shareholder Breakdown
Comerica’s stockholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share as of Fifth Third’s closing stock price on October 3, 2025, and a 20% premium to Comerica’s 10-day volume-weighted average stock price. At close, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own the remaining 27% of the combined company.
“The combination is expected to be immediately accretive to shareholders; deliver peer-leading efficiency, return on assets, and return on tangible common equity ratios; and create a compelling platform to generate sustainable long-term growth,” a joint press release said.
Strategic Goals and Market Expansion
The release added that the acquisition is a strategic acceleration of Fifth Third’s long-term growth plan, enhancing scale, profitability, and geographic reach. The combination of Fifth Third’s retail banking and digital capabilities with Comerica’s middle-market banking franchise and footprint is expected to further strengthen Fifth Third’s position in high-growth markets.
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. By 2030, over half of Fifth Third’s branches are expected to be located in the Southeast, Texas, Arizona, and California.
Leadership Perspectives on the Merger
“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,” Tim Spence, Fifth Third Chairman, CEO, and President, said in a prepared statement.
“Our unique approach to relationship banking has served our customers for nearly two centuries,” said Curt Farmer, Comerica Chairman, CEO, and President. “Joining with Fifth Third—with its strengths in retail, payments, and digital—allows us to build on our leading commercial franchise and further serve our customers with enhanced capabilities across more markets, while staying true to our core values.”
In an interview with Reuters, Farmer added: “The shifting regulatory environment has gotten more conducive to M&A, and we saw windows starting to open where there might be a chance for us to consider partnering with another institution.”
Analyst Reaction and Market Implications
CFRA Research analyst Alexander Yokum downgraded Fifth Third to hold from buy and cut the price target to 47 from 56, according to an Investor’s Business Daily article. The 20% premium Fifth Third is paying is misleading because Comerica shares were already inflated by acquisition speculation, the analyst said in a note to clients.
A Bloomberg article speculates that the deal could be an indicator of more financial institution mergers on the horizon.
