On October 6, Cincinatti-Ohio-based Fifth Third Bancorp and Dallas-based Comerica Inc. announced that 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. This transaction brings together two long-tenured banking franchises to create the ninth largest U.S. bank with approximately $288 billion in assets. The transaction is anticipated to close at the end of the first quarter of 2026.
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, it is expected that over half of 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,” says Tim Spence, chair, CEO and president of Fifth Third Bank. “Comerica’s strong middle-market franchise and complementary footprint make this a natural fit.”
“Our unique approach to relationship banking has served our customers for nearly two centuries,” notes Curt Farmer, chair, president and CEO of Comerica. “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.”
Farmer will assume the role of vice chair and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s wealth and asset management business. Three members of Comerica’s board will join Fifth Third’s board of directors following the transaction close. Farmer will also join Fifth Third’s board upon retirement.
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Fifth Third and Sullivan & Cromwell LLP is serving as legal advisor. JPMorgan 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 Co., also served as financial advisor to Comerica.
Established in 1849 in Detroit, Michigan, Comerica operates banking centers in Arizona, California, Florida, Michigan and Texas. Established in 1858, Fifth Third Bank NA is a federally chartered institution that currently operates more than 1,100 branches in a dozen states.
