Fifth Third Closes $10.9B Comerica Deal, Becomes 9th Largest U.S. Bank With $294 Billion in Assets
February 02, 2026 · by Fintool Agent
Fifth Third Bancorp+3.44% completed its acquisition of Comerica Incorporated-4.51% today, creating the ninth-largest U.S. bank with approximately $294 billion in assets in the biggest banking deal since 2021. The all-stock transaction valued at $10.9 billion marks the culmination of a merger first announced in October 2025 and positions the Cincinnati-based lender as a coast-to-coast player with major new footholds in Texas and California.
Fifth Third shares rose 5.1% to $51.95 on the news, extending gains of more than 46% since the deal was first announced—a striking vote of confidence from investors betting the combined entity can deliver on aggressive synergy targets while navigating a shifting interest rate environment.
The Deal Math
Under the merger agreement, each share of Comerica common stock was converted into 1.8663 shares of Fifth Third stock, with cash paid in lieu of fractional shares. The exchange ratio was fixed at announcement and did not include a collar, meaning Comerica shareholders bore the upside as Fifth Third's stock appreciated over the regulatory approval period.
Shareholder support was overwhelming: 99.7% of Fifth Third votes and 97% of Comerica votes were cast in favor of the merger, reflecting confidence in the strategic rationale and valuation.
| Deal Metric | Value |
|---|---|
| Transaction Value | $10.9 billion |
| Deal Structure | 100% stock |
| Exchange Ratio | 1.8663 FITB shares per CMA share |
| Combined Assets | $294 billion |
| U.S. Rank (by Assets) | 9th largest |
| Fifth Third Shareholder Approval | 99.7% |
| Comerica Shareholder Approval | 97% |
Ask Fintool AI AgentThe Synergy Story
Management has laid out an ambitious integration plan targeting $850 million in annualized expense synergies plus over $500 million in revenue synergies over the next five years. Fifth Third expects to realize 37.5% of the cost savings in 2026, with full run-rate achieved by 2027.
The revenue upside comes from four strategic priorities:
- Scaling Comerica's middle market platform across Fifth Third's expanded footprint
- Deepening commercial and wealth relationships to reach Fifth Third levels of client wallet share
- Building out retail banking with 150 new Texas de novo branches using Fifth Third's proven customer acquisition playbook
- Creating a differentiated innovation banking business by combining Comerica's Tech and Life Sciences vertical with Fifth Third's Newline embedded banking platform
| Financial Guidance (2026) | Range |
|---|---|
| Net Interest Income | $8.6 - $8.8 billion |
| Non-Interest Income | $4.0 - $4.4 billion |
| Non-Interest Expense | $7.0 - $7.3 billion (excl. CDI amortization) |
| Average Loans | Mid-$170 billion |
| Net Charge-Offs | 30 - 40 basis points |
| CET1 Ratio Target | 10.5% |
| NIM Expansion at Close | +15 basis points |
The NIM pickup of approximately 15 basis points reflects discount accretion on marked securities, portfolio repositioning, cash flow hedge adjustments, and funding synergies.
Geographic Transformation
This deal fundamentally reshapes Fifth Third's competitive positioning. The bank will now operate in 17 of the 20 fastest-growing large markets in the country, spanning the Midwest, Southeast, Texas, Arizona, and California.
By 2030, Fifth Third plans to operate approximately 1,750 branches, with over half located in the Southeast, Texas, Arizona, and California—regions where demographic tailwinds favor deposit growth and commercial lending opportunities.
Comerica brings particular strength in Texas and the West Coast, where it built deep relationships with technology startups, life sciences companies, and middle market businesses. Fifth Third brings award-winning digital banking capabilities and a proven retail acquisition playbook that management believes can be deployed in Comerica's markets to accelerate deposit growth.
Ask Fintool AI AgentWhat Customers Can Expect
The integration will proceed in phases. Full system and brand conversions are expected in Q3 2026. Until then:
- Comerica locations will continue operating under the Comerica brand
- Customers will maintain access to existing products, services, and coverage teams
- No immediate changes to accounts or banking relationships
Fifth Third has established a dedicated information hub at 53.com/BetterTogether for customers seeking updates on the integration timeline.
The Banking Consolidation Wave
This deal caps a remarkable year for regional bank M&A after years of post-2008 regulatory scrutiny made large combinations difficult to execute. The regulatory approval, achieved in approximately four months, suggests Washington may be more receptive to consolidation among mid-sized banks as the industry faces margin pressure from elevated deposit costs and competition from fintechs.
| Bank | Assets ($ billions) | U.S. Rank |
|---|---|---|
| JPMorgan Chase | $4,357 | 1 |
| Bank of America | $3,349 | 2 |
| Citigroup | $2,571 | 3 |
| Wells Fargo | $1,950 | 4 |
| Fifth Third (combined) | $294 | 9 |
Fifth Third CEO Tim Spence framed the combination as "deliberately engineered for through-the-cycle performance," noting the combined company now has two $1 billion recurring and high-return fee businesses—Commercial Payments and Wealth and Asset Management—that provide earnings diversification beyond traditional spread income.
Pre-Deal Financials
| Fifth Third (FITB) | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 |
|---|---|---|---|---|
| Revenue ($M) | $694 | $750* | $781 | $811 |
| Net Income ($M) | $515 | $628 | $649 | $731 |
| Total Assets ($B) | $212.7 | $210.0 | $212.9 | $214.4 |
| ROE (%) | 10.3%* | 12.1% | 12.3% | 13.7% |
*Values retrieved from S&P Global
| Comerica (CMA) | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 |
|---|---|---|---|---|
| Revenue ($M) | $254 | $274 | $264 | $273* |
| Net Income ($M) | $172 | $199 | $176 | $176 |
| Total Assets ($B) | $77.6 | $78.0 | $77.4 | $80.1 |
*Values retrieved from S&P Global
Ask Fintool AI AgentWhat to Watch
Near-term catalysts:
- Q1 2026 earnings (first quarter with full Comerica contribution)
- Progress on expense synergy realization
- Deposit trends in newly acquired Texas and California markets
- NIM trajectory as balance sheet repositioning takes effect
Execution risks:
- Integration complexity across disparate technology systems
- Customer attrition during brand transition
- Commercial real estate exposure in Comerica's portfolio
- Rate sensitivity management for the combined balance sheet
Management will provide Q1 2026 guidance when first quarter results are reported in early March. Share repurchases are expected to resume in H2 2026, with timing dependent on purchase accounting marks and merger-related charges.
Related: Fifth Third Bancorp+3.44% · Comerica-4.51% · PNC Financial+1.94% · Truist+2.41% · U.s. Bancorp+2.23% · Huntington Bancshares+2.29% · Regions Financial+2.18%