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# Fifth Third Bancorp Agrees $10.9 Billion All-Stock Deal to Acquire Comerica, Creating Ninth-Largest US Bank
- URL: https://www.theglobalbanker.com/fifth-third-bancorp-acquires-comerica-10-9-billion-all-stock/
- Published: 2025-10-06T14:37:00.000Z
- Updated: 2026-10-02T14:11:19.000Z
- Description: Fifth Third Bancorp announced a $10.9 billion all-stock acquisition of Comerica, offering a 20% premium and creating a combined bank with approximately $288 billion in assets.
- Author: TGB Editorial Team
- Tags: M&A, Americas, #archive

Fifth Third Bancorp announced on 6 October 2025 that it had agreed to acquire Comerica in an all-stock transaction valued at $10.9 billion. The agreement, disclosed in a press release from Fifth Third's media centre, would position the merged institution as the ninth-largest bank in the country by assets.

Under the terms of the arrangement, Comerica shareholders will receive 1.8663 Fifth Third shares for each share of Comerica they hold, an exchange ratio that implies a premium of approximately 20% to Comerica's ten-day volume-weighted average stock price. At closing, Fifth Third shareholders would own approximately 73% and Comerica shareholders approximately 27% of the combined company.

#### A COMBINED BALANCE SHEET OF $288 BILLION

The merged entity would hold approximately $288 billion in total assets. 

For Fifth Third, headquartered in Cincinnati, the acquisition of Dallas-based Comerica adds a presence in the Texas market, where Comerica operates in commercial and corporate banking. Comerica also has established operations in California and Michigan, and its specialisation in serving middle-market companies was cited by Fifth Third's management as a central element of the strategic rationale for the combination.

The all-stock structure of the deal means that Fifth Third is not deploying cash at closing. It also means that Comerica shareholders become holders of Fifth Third stock.

#### REGULATORY AND SHAREHOLDER APPROVALS AHEAD

The transaction requires regulatory approvals, and the companies said they expected the transaction to close at the end of the first quarter of 2026.

Shareholder votes at both Fifth Third and Comerica will also be required before the transaction can close.