Fifth Third Bancorp has announced plans to acquire Comerica Inc. in an all-stock transaction valued at $10.9 billion, a deal that would create one of the 20 largest banks in the United States with combined assets of about $288 billion, according to Federal Reserve data.
The acquisition highlights growing momentum among mid-sized lenders to consolidate in order to compete with national banking giants such as JPMorgan Chase and Bank of America. Rising technology costs, regulatory tightening, and evolving customer expectations have fueled a push for greater scale across the sector.
“This appears to be a very supportive environment for bank deals,” said Bryan Preston, chief financial officer of Fifth Third. He noted that regulators have taken a “pragmatic and encouraging” stance toward mergers, viewing consolidation as a path to a more resilient financial system.
Cincinnati-based Fifth Third operates more than 1,100 branches across the Midwest and South, while Dallas-headquartered Comerica runs over 350 branches in key markets including Texas, California, Michigan, Arizona, and Florida. The merger will strengthen Fifth Third’s footprint in the fast-growing southern U.S. and expand its commercial banking portfolio. “This combination allows us to leverage Comerica’s strengths while expanding our presence in dynamic markets,” Preston said.
Comerica’s shares rose 14% following the announcement, while Fifth Third’s stock dipped less than 1%. The transaction comes after pressure from activist investor HoldCo Asset Management, which had urged Comerica to consider a sale amid rising operational costs and slower growth. Comerica CEO Curt Farmer acknowledged the challenges of competing at smaller scale. “We were hit a bit harder than some during the 2023 banking crisis because of our reliance on commercial deposits,” he said. “It is an environment where scale makes a difference.”
Under the agreement, Fifth Third shareholders will own 73% of the combined entity, and Comerica shareholders will hold 27%. Farmer will serve as vice chair following the merger.
The deal follows a broader wave of consolidation among regional banks, including PNC Financial’s acquisition of Colorado-based FirstBank and Pinnacle Financial’s merger with Synovus Financial. As the industry adapts to a post-crisis landscape, Fifth Third’s acquisition of Comerica signals a renewed push toward scale, efficiency, and competitiveness in U.S. regional banking.
