[STRATEGIC] Regional Banking · US
Bank M&A — Announced Oct 6, 2025 — CLOSED February 2,
2026
Fifth Third Bancorp Closes $10.9B Merger
with Comerica, Creating the 9th Largest U.S. Bank
The largest U.S. bank deal of 2025: Fifth Third absorbs
Dallas-based Comerica in an all-stock transaction, closing in under four months
— a remarkable pace for a $10.9B bank merger. The combined entity holds $294B
in assets and operates in 17 of the 20 fastest-growing large U.S. markets.
DEAL SNAPSHOT
|
DEAL VALUE $10.9 Billion |
STRUCTURE All-Stock (1.8663 FITB
shares per CMA share) |
|
ANNOUNCED October 6, 2025 |
PREMIUM 20% to Comerica 10-day
VWAP |
|
CLOSED February 2, 2026 |
COMBINED ASSETS ~$294 Billion (9th
largest U.S. bank) |
THE PARTIES
|
ACQUIRER Fifth Third Bancorp
(Nasdaq: FITB) Cincinnati,
OH-based super-regional bank with ~$214B in assets pre-deal. CEO Tim Spence.
Known for award-winning digital banking platform and commercial payments
franchise. Has been executing a long-term geographic expansion strategy into
the Southeast, Texas, and California. The acquisition is described as a
"strategic acceleration" of that growth plan, adding scale in
commercially attractive markets. |
TARGET Comerica Incorporated
(NYSE: CMA) Dallas,
TX-based commercial banking franchise with deep roots in Detroit and
Michigan, where it was founded in 1849. Historically focused on middle-market
commercial banking, with a strong Texas franchise and specialized verticals
in Technology & Life Sciences and Environmental Services. Pre-deal assets
~$80B. At close, Comerica shareholders received 1.8663 Fifth Third shares per
Comerica share — representing $82.88/share at announcement. |
DEAL OVERVIEW
Fifth Third and
Comerica announced their merger on October 6, 2025. The all-stock structure (no
cash component) preserved Fifth Third's capital levels, while the 1.8663
exchange ratio implied a 20% premium to Comerica's 10-day volume-weighted
average share price at the time of signing. At close, Fifth Third shareholders
own approximately 73% of the combined company and Comerica shareholders
approximately 27%.
Regulatory
approvals were secured faster than market participants expected: the Federal
Reserve Board approved the combination on January 13, 2026 — the last required
regulatory clearance. Closing followed on February 2, 2026, under four months
after announcement. The speed of regulatory approval reflects the current
administration's more permissive stance on bank M&A relative to the
2022-2024 period.
The combined bank
operates in 17 of the 20 fastest-growing large markets in the U.S., with a
branch network that will expand to approximately 1,750 locations by 2030 — over
half in the Southeast, Texas, Arizona, and California.
"This combination creates a premier franchise uniquely positioned
to serve our customers and communities with the strength and capabilities of a
large bank and the relationship focus of a regional bank."
— Tim Spence,
President & CEO, Fifth Third Bancorp
FINANCIAL IMPACT & SYNERGIES
Fifth Third
projected that the acquisition will boost earnings per share by 9% in 2027,
with one-time charges of approximately $950 million. Annual run-rate cost
savings are estimated at $850 million, primarily from headcount reductions and
the elimination of duplicative facilities, systems, and vendors. Full system
and brand conversions are expected in Q3 2026 (Labor Day weekend). Until then,
Comerica locations will continue operating under the Comerica brand.
The combined
company now operates two $1B+ recurring fee businesses — Commercial Payments
and Wealth and Asset Management — providing durable, diversified earnings
streams that reduce dependence on net interest income.
ADVISORS
Acquirer
Financial (Fifth Third): Goldman
Sachs & Co. LLC
Acquirer
Legal (Fifth Third): Sullivan &
Cromwell LLP
Target
Financial (Comerica): J.P. Morgan
Securities LLC (lead) + Keefe, Bruyette & Woods (a Stifel Company)
Target Legal (Comerica): Wachtell, Lipton, Rosen & Katz