Fifth Third buying Comerica for nearly $10B as regional banks aim to take on JPMorgan

Fifth Third Bancorp is buying Comerica for $10.9 billion in an all-stock deal, tying up two big regional banks.

The buyout will create the 9th largest US bank with approximately $288 billion in assets, the companies said Monday.

The combined company will have operations in the Southeast, Texas and California, and will greatly solidify Fifth Third’s position in the Midwest. It is anticipated that over half of Fifth Third’s branches will be located in the Southeast, Texas, Arizona and California by 2030.

“This combination marks a pivotal moment for Fifth Third as we accelerate our strategy to build density in high-growth markets and deepen our commercial capabilities,” Fifth Third Bank Chairman and CEO Tim Spence said in a statement. “Comerica’s strong middle market franchise and complementary footprint make this a natural fit.”

Comerica’s stockholders will receive 1.8663 Fifth Third shares for each share they own. This representing $82.88 per share as of Fifth Third’s closing stock price on Friday.

Fifth Third shareholders will own about 73% of the combined company, while Comerica shareholders will own approximately 27%.

There has been some consolidation in the regional bank sector recently.

A month ago, PNC Financial said that it would buy Colorado-based FirstBank for $4.1 billion, giving PNC a substantial presence in the Colorado banking market as well as Arizona.

The FirstBank acquisition would make PNC the largest bank in the Denver market, and give it more than 70 branches in Arizona. PNC will also grow to roughly $575 billion in assets.

PNC is typically referred to as a super regional bank, a group of large national banks that are significant in size, often hundreds of billions in assets and hundreds of branches, but are dwarfed in size by the banking giants Wells Fargo, Bank of America and JPMorgan Chase, who have size and scale that the super regionals cannot replicate.

Three members of Comerica’s board will join the board of Fifth Third, based in Cincinnati, once the deal is complete. Chairman and CEO Curt Farmer of Comerica, based in Dallas, will serve as vice chair and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s wealth and asset Management business.

The deal is expected to close at the end of the first quarter of 2026. It still needs the approval of both companies’ shareholders.

Shares of Comerica rose more than 2% Monday, while shares of Fifth Third were flat.