Shareholders Approve $10.9B Fifth Third–Comerica Merger, Creating $290B Regional Bank

The shareholder votes on January 6, 2026, mark a decisive step forward for the merger of Comerica and Fifth Third, dispatching the deal from proposal into tangible progress. With nearly 97% of Comerica shareholders and 99.7% of Fifth Third’s casting their lot with the merger, resistance has been rendered largely symbolic.

Financially, the merger promises immediate accretion without dilution of tangible book value. Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share, valuing Comerica at $82.88 per share—representing a ~20% premium. The combined entity assets are projected at roughly $288–290 billion. [0, 1, 2]

Regionally, the deal grants Fifth Third substantial leverage outside its Midwest base, accelerating its expansion in high-growth Sunbelt markets such as Texas, Arizona, California, and throughout the Southeast. By 2030, more than half of its branches will be in those regions. An anticipated expense savings of more than one third of Comerica’s noninterest costs—estimated around US$850 million—and a one-time integration charge near US$950 million represent material upside—and risk.

Regulatory risk remains front and center. The OCC has granted approval; the Texas Department of Banking has signed off; the Federal Reserve remains a key remaining hurdle. Once all approvals are in, the deal is expected to close in Q1 2026. Moody’s has affirmed Fifth Third’s credit ratings with a negative outlook, citing integration risk and temporary weakening of capital metrics. Comerica’s ratings are under review. [1, 2]

Activist investor HoldCo’s objections highlight possible corporate governance issues: chiefly, the deal process and CEO Curt Farmer’s compensation package, which includes an annual vice-chair salary, cash, deferred compensation, benefits, and post-retirement perks. Though HoldCo claimed the premium could have been improved and the deal rushed, proxy advisory support and the overwhelming vote suggest the majority deemed the offer acceptable.

Strategic implications: the new bank may be better positioned to compete with both regional and national players by combining Comerica’s strong middle-market commercial lending capability and Fifth Third’s retail, payments, and digital strength. However, success depends heavily on executing integration efficiently, retaining talent (notably at Comerica), merging differing risk profiles (e.g., Comerica’s unrealized securities losses), and realizing projected cost synergies while maintaining customer continuity.

Open questions:

• How will internal culture merge, especially with retention of key Comerica management—Curt Farmer as vice chair, Peter Sefzik leading Wealth & Asset Management—while reconciling respective organizational philosophies? [0, 4]
• What will be the timeline, beyond Q1 2026, for full regulatory clearance, particularly from the Federal Reserve, and how might changing macroeconomic or regulatory conditions affect that?
• How material are the litigation and investor concerns (e.g., HoldCo’s claims of overpayment or ducked bids), and could they lead to judicial outcomes that affect deal terms or reputation?
• What are the trade-offs in branch rationalization (e.g., potential closures), redundant systems, and geographic overlap, particularly in Michigan, Texas, and California? [2, 5]