- Fifth Third and Comerica shareholders overwhelmingly approved a $10.9 billion all-stock merger creating the ninth-largest U.S. bank with about $288–$290 billion in assets.
- Comerica investors will receive 1.8663 Fifth Third shares per share and own roughly 27% of the combined company, with closing targeted for Q1 2026 pending Federal Reserve approval.
- Fifth Third expects the deal to expand its footprint in fast-growing markets and deliver over $850 million in annual cost savings despite about $950 million in one-time integration charges.
- Key uncertainties include integration execution, absorption of Comerica’s securities-portfolio losses over time, and criticism from activist HoldCo that the price undervalues Comerica.
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The Fifth Third-Comerica merger represents a strategic acceleration of regional bank consolidation, with Fifth Third aiming to deepen its presence in high-growth U.S. markets and to build scale in merchant services, middle market banking, and wealth/asset management. The combined institution will operate in 17 of the 20 fastest-growing large U.S. markets, bolstering Fifth Third’s footprint beyond its traditional Midwest base into Texas, California, Arizona and the Southeast.
Economies of scale and cost synergies are central to the financial rationale: the deal is expected to produce over $850 million in annual noninterest expense savings for Comerica alone, one-time integration costs of ~$950 million, and a projected 9 % EPS accretion by 2027. The acquirer has also factored in unrealized losses in Comerica’s securities portfolio, estimating they will be absorbed through balance sheet restructuring over about 8.5 years.
From a governance perspective, the structure maintains representation from both entities—Comerica’s CEO Curt Farmer will become vice chair of the combined bank, its chief banking officer Peter Sefzik will lead Wealth & Asset Management, and Comerica’s board will have three members on the merged board. The ownership split aligns with the exchange ratio, giving Comerica just under a majority of 30 % equity, preserving material voice but ceding control to Fifth Third.
Risks and open questions remain: regulatory approval by the Federal Reserve is pending; integration execution risk is significant, especially in combining different banking cultures and systems. The estimates for cost savings versus one-time charges may be optimistic. Also, activist investor HoldCo raised concerns that the bid undervalued Comerica, arguing more value could have been extracted through negotiation.
Strategic implications for the sector include increased pressure on similar regional banks to consolidate or scale, especially those with exposure to commercial real estate or thin retail deposit franchises. The deal may also provoke antitrust or regulatory scrutiny under changing oversight criteria, given the larger size of the merged institution and its expanded reach. For shareholders of both firms, there is opportunity but also risk: the stock premium and synergies are compelling, but realization depends on successful integration and favorable macro conditions.
Supporting Notes
- Merger value of $10.9 billion in an all-stock transaction; 1.8663 Fifth Third shares per Comerica share; $82.88 per Comerica share as of October 3, 2025 prices; 20 % premium to Comerica’s 10-day VWAP.
- Shareholders of Comerica approved the deal with ~97 % of votes in favor; Fifth Third shareholders also approved issuance of new shares.
- Post-merger ownership distribution: Fifth Third to hold ~73 %, Comerica ~27 % of combined entity.
- Combined institution to hold ~$288-$290 billion in assets, making it the ninth-largest U.S. bank; operations in 17 of the 20 fastest-growing large U.S. markets.
- Projected synergies: over $850 million in noninterest expense savings; integration likely to incur ~$950 million in one-time charges; EPS accretion estimated at ~9 % by 2027; ~8.5-year horizon to absorb unrealized losses on Comerica securities portfolio.
- Regulatory approvals attained from the Texas Department of Banking and Office of the Comptroller of the Currency; Federal Reserve approval pending; transaction expected to close in Q1 2026.
- Leadership transition plan: Comerica’s CEO to become vice chair; board seats allotted; Peter Sefzik to lead Wealth & Asset Management.
- Activist investor HoldCo Asset Management urged Comerica shareholders to reject the deal, believing the offer undervalued the bank; arguing Fifth Third is contractually obligated to renegotiate.