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

  • October 6, 2025

Fifth Third - Comerica Merger

Fifth Third Bancorp (FITB) entered a merger agreement on October 6, 2025, to acquire Comerica Incorporated (CMA) in an all-stock deal valued at $10.9 billion.

Deal Structure:

Comerica’s stockholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share, at a 17.48% premium from the stock’s last close.

Company Profile:

Comerica is a Dallas-based financial services company offering commercial, retail, and wealth management banking solutions across the U.S., Canada, and Mexico, with total assets of $78 billion.

Fifth Third is a Cincinnati-based diversified financial services company with roughly $212 billion in assets, offering commercial, retail, consumer lending, and wealth management solutions across the United States.

Deal Details and Timeline:

In July, HoldCo Asset Management, which owns 1.8% of Comerica, urged the company to begin a sales process immediately. The stock was trading at $69.63 before HoldCo pushed for a Board overhaul if the company failed to take action to increase stock performance.

At closing, Fifth Third shareholders are expected to own approximately 73% of the combined company, while Comerica shareholders will own approximately 27%.

The new company will have locations in 17 of the 20 fastest-growing areas in the U.S., including major regions in the Southeast, Texas, and California, while strengthening its strong presence in the Midwest. By 2030, more than half of Fifth Third’s branches are expected to be in the Southeast, Texas, Arizona, and California.

Comerica CEO Curt Farmer will serve as Vice Chair, and Peter Sefzik, Comerica’s Chief Banking Officer, will lead Fifth Third’s Wealth & Asset Management division.

After the deal closes, three members of Comerica’s board will join Fifth Third’s Board of Directors. Curt Farmer will also join the board when he retires.

The deal is anticipated to close at the end of the first quarter of 2026.

Goldman Sachs is serving as the exclusive financial advisor to Fifth Third, and Sullivan & Cromwell is serving as its legal advisor. J.P. Morgan is acting as lead financial advisor to Comerica, with Wachtell, Lipton, Rosen & Katz serving as legal advisor. Keefe, Bruyette & Woods, a Stifel Company, also served as a financial advisor to Comerica.

Fifth Third is paying 1.36 times the tangible book value for Comerica.

Deal Metrics:

For an in-depth analysis of this merger, please visit the Deal Metrics page here:
Deal Metrics for the acquisition of  Comerica Incorporated (CMA) by Fifth Third Bancorp (FITB)

The Deal Metrics page for each merger or acquisition includes:

– A spread history chart of the merger from announcement through eventual completion or failure.
– Every event as the merger progresses through the expiration of the HSR period, various regulatory approvals, shareholder votes, etc.
– News and SEC filings.
– A history of deal updates.
– And a whole lot more.

Disclaimer: Please do your own due diligence before buying or selling any securities mentioned in this article. We do not warrant the completeness or accuracy of the content or data provided in this article.

Editor’s Note: Baranjot Kaur contributed to this article