Fed Clears Fifth Third's $10.9B Comerica Deal, Creating 9th Largest U.S. Bank
January 13, 2026 · by Fintool Agent
The Federal Reserve has approved Fifth Third Bancorp-0.80%'s acquisition of Comerica Incorporated-0.72%, clearing the final regulatory hurdle for 2025's largest bank merger and paving the way for a February 1 close.
The $10.9 billion all-stock deal will create the ninth-largest U.S. bank with $290 billion in combined assets—a transformative move that expands Cincinnati-based Fifth Third's footprint into Texas, California, and Arizona while cementing its dominance in the Midwest.
A Deal Three Months in the Making
The transaction, announced October 6, 2025, moved through regulatory channels with notable speed—a sharp contrast to the glacial pace that characterized bank M&A during the Biden administration. The Trump administration's more permissive regulatory stance has greenlighted several major bank combinations, with Fifth Third-Comerica serving as the crown jewel.
Shareholders of both banks overwhelmingly approved the merger on January 6, with Fifth Third investors casting 99.7% of votes in favor and Comerica stockholders backing the deal at 97%.
Ask Fintool AI AgentDeal Terms and Synergies
Under the merger agreement, Comerica shareholders receive 1.8663 Fifth Third shares for each Comerica share—representing $82.88 per share based on Fifth Third's closing price before the announcement, a 20% premium to Comerica's 10-day volume-weighted average stock price.
At close, Fifth Third shareholders will own approximately 73% of the combined company, with Comerica shareholders holding the remaining 27%.
| Metric | Fifth Third (FITB) | Comerica (CMA) | Combined |
|---|---|---|---|
| Total Assets | $213B | $77B | $290B |
| Q3 2025 Net Income | $649M | $176M | $825M |
| Q3 2025 ROE | 12.3% | 9.9%* | — |
| Branches | 1,100 | 350 | 1,450 |
*Values retrieved from S&P Global
Fifth Third expects approximately $850 million in cost synergies through the integration, which will include an unspecified number of branch closures and corporate consolidation.
Documents submitted to the Federal Reserve indicate 76 Michigan branch closures are expected in the second half of 2026—reflecting the significant overlap between the two banks in the state where Fifth Third currently operates 161 branches and Comerica 143.
Strategic Rationale
The merger addresses a fundamental challenge facing regional banks: scale. The post-2023 banking crisis landscape has accelerated the push for size, with smaller regionals facing elevated funding costs, technology investment requirements, and regulatory burdens that favor larger players.
For Fifth Third, the deal delivers:
- Geographic expansion into Texas, California, and Arizona through Comerica's Southwest franchise
- Middle market banking strength via Comerica's deep commercial relationships
- Top 5 market share in all Midwest markets and a clear path to similar positioning in high-growth Southeast and Texas markets
- Two $1 billion fee businesses in Commercial Payments and Wealth Management
"By combining Fifth Third's award-winning retail and digital capabilities with Comerica's middle market banking franchise, we'll create a more dynamic, resilient institution with the scale and capabilities to deliver exceptional value for our customers, communities, and shareholders," CEO Tim Spence said.
Ask Fintool AI AgentMarket Reaction and Stock Performance
Both stocks have traded largely in tandem since the October announcement, with Comerica shares tracking Fifth Third's price movements given the fixed exchange ratio.
As of January 13, Fifth Third shares closed at $48.13, down 1.1% on the day, while Comerica finished at $89.61, down 0.7%. The modest declines came amid broader market weakness rather than merger-specific concerns.
| Stock | Price (Jan 13) | Change from Deal Announcement |
|---|---|---|
| FITB | $48.13 | -8.3% |
| CMA | $89.61 | +8.2% |
Integration and Leadership
Three Comerica directors will join Fifth Third's board following the close. Comerica Chairman, President and CEO Curt Farmer will serve in a leadership role at Fifth Third before eventually joining the board following his retirement from operational duties.
The Comerica brand is expected to be phased out by 2027, with all branches rebranding as Fifth Third Bank later in 2026.
What's Next
With all material regulatory and shareholder approvals now secured, the transaction is expected to close on February 1, 2026, subject to remaining customary closing conditions.
For Fifth Third, the real work begins post-close: executing on the $850 million in promised synergies, retaining Comerica's commercial banking talent, and integrating technology systems—all while maintaining service quality for customers across both franchises.
Ask Fintool AI AgentRelated Companies: Fifth Third Bancorp (fitb)-0.80% · Comerica Incorporated (cma)-0.72%