Comerica in its $10.9 billion merger with Fifth Third

On October 6, 2025, Comerica Incorporated (NYSE: CMA) and Fifth Third Bancorp (NASDAQ: FITB) announced that they have entered into a definitive merger agreement under which Comerica will merge with Fifth Third in an all-stock transaction valued at $10.9 billion, representing a 20% premium to Comerica’s 10-day volume weighted average stock price.  The merger is the largest bank deal in years, creating a Category III bank with $288 billion of combined assets, making it the ninth largest bank in the U.S.

The transaction is primarily a market-extension merger, combining Comerica’s strong middle market banking franchise and attractive footprint with Fifth Third’s leading retail banking and digital capabilities to create a combined franchise with a geographic footprint reaching 17 of the 20 fastest growing U.S. markets.

Comerica stockholders will own 27% of the combined company, which will be headquartered in Cincinnati while continuing Comerica’s long-standing support of its Michigan and Texas communities.  The combined company draws on the strong Board and management team of Comerica, with three directors joining the Board of Fifth Third at closing, and Comerica’s CEO, Curt Farmer, being appointed Vice Chair.

Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Comerica.