FORT WORTH, Texas (AP) — Fifth Third Bancorp announced Monday it will acquire Comerica Incorporated in an all-stock deal valued at $10.9 billion, combining two major regional lenders to create the ninth-largest U.S. bank.
The merger will result in a financial institution with approximately $288 billion in assets and a significantly expanded presence across the Midwest, Southeast, Texas, and California. The deal marks another major move in the ongoing consolidation among large regional banks.
“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 Fifth Third Chairman and CEO Tim Spence in a statement. “Comerica’s strong middle market franchise and complementary footprint make this a natural fit.”
Under the agreement, Comerica shareholders will receive 1.8663 shares of Fifth Third common stock for each share of Comerica stock they hold — equivalent to $82.88 per share, based on Fifth Third’s closing price Friday. The deal will leave Fifth Third shareholders owning roughly 73% of the combined company, with Comerica shareholders holding the remaining 27%.
Comerica, based in Dallas, has long served as a dominant player in commercial lending in Texas and surrounding markets. Fifth Third, based in Cincinnati, has expanded aggressively beyond the Midwest in recent years, including into Florida, Georgia, and North Carolina.
The deal is expected to significantly bolster Fifth Third’s presence in growth markets. By 2030, more than half of its branches are projected to be located in the Southeast, Texas, Arizona, and California.
Comerica Chairman and CEO Curt Farmer will become vice chair of the combined company, and Comerica Chief Banking Officer Peter Sefzik will lead Fifth Third’s wealth and asset management division. In addition, three members of Comerica’s board will join Fifth Third’s board following the merger.
The deal, which still requires approval from shareholders and regulators, is expected to close by the end of the first quarter of 2026.
Shares of Comerica jumped 11% in pre-market trading following the announcement, while Fifth Third shares dipped about 2%.
The merger follows a growing trend of consolidation among regional banks as they seek greater scale and competitiveness in a shifting financial landscape. Just last month, PNC Financial announced plans to acquire FirstBank of Colorado for $4.1 billion, expanding its footprint in the Mountain West and Southwest regions.
