Antitrust Law Daily Wrap Up, ACQUISTIONS & MERGERS NEWS: Fifth Third to acquire Comerica for $10.9 billion in stock, (Oct 7, 2025)

By Nora Macaluso

The combined company plans to expand in fast-growing markets.

Fifth Third Bancorp will acquire Comerica Inc. for stock valued at $10.9 billion, the companies announced. The merger will result in the ninth-largest U.S. bank, with assets of approximately $288 billion.

The definitive agreement gives Comerica shareholders 1.8663 Fifth Third shares for each of their Comerica shares.

“The combination is expected to be immediately accretive to shareholders; deliver peer-leading efficiency, return on assets and return on tangible common equity ratios; and create a compelling platform to generate sustainable long-term growth,” the companies said.

The combined bank will operate in 17 of the 20 fastest growing markets in the country, the companies said. They expect more than half of Fifth Third’s branches to be in the Southeast, Texas, Arizona, and California by 2030. The company will also operate “two $1 billion recurring and high return fee businesses—Commercial Payments and Wealth and Asset Management—which provide durable, diversified earnings and the additional capacity to reinvest in future growth,” they said.

“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,” said Fifth Third Chairman and CEO Tim Spence. “Comerica’s strong middle market franchise and complementary footprint make this a natural fit.”

Curt Farmer, chairman, president and CEO of Comerica, said the merger “allows us to build on our leading commercial franchise and further serve our customers with enhanced capabilities across more markets, while staying true to our core values.”

Farmer will become vice chair of the combined company, and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s Wealth & Asset Management business. Three members of Comerica’s board will join the Fifth Third board, and Farmer will join the board upon requirement.

Fifth Third employees will see an increase in the minimum wage to $21 an hour, matching Comerica’s minimum wage, Spence said in a letter to employees. “We will share more details in the coming weeks about integration plans, leadership updates, and opportunities to get involved,” the letter said. “Stay tuned and participate in upcoming town halls and communications.”

The transaction is subject to approvals by both companies, as well as “customary regulatory approvals and closing conditions,” the companies said. They expect it to close in the first quarter of 2026, according to a Fifth Third list of frequently asked questions.

Merger guidelines. The U.S. Justice Department’s antitrust review would involve applying the 2023 merger guidelines, because the 1995 Bank Merger Guidelines were withdrawn.

Inner City Press. New York-based Inner City Press said it plans to submit Freedom of Information Act requests pertaining to the merger, saying it comes as regulators loosen regulations and the Federal Deposit Insurance Corporation moves to eliminate public comment on branch expansion applications. Fifth Third’s move to buy “damaged” Comerica “will be opposed,” the publication said.

“One of the damages to Comerica is that the Treasury Department took from Comerica its Direct Express contract—and awarded it to Fifth Third,” Inner City Press said. “Now Fifth Third will apply to the Treasury Department's Office of the Comptroller of the Currency to buy Comerica. Talk about picking winners and losers.”

Companies: Comerica Inc.; Fifth Third Bancorp; Inner City Press

News: AcquisitionsMergers Antitrust