Overview

• Comerica shareholders will receive 1.8663 Fifth Third shares per share, an implied $82.88 offer, with Fifth Third investors owning about 73% of the combined company.
• The combination extends Fifth Third’s reach to 17 of the 20 fastest-growing U.S. markets, with CEO Tim Spence outlining plans to add roughly 150 branches in Texas and pursue a top-five position in Dallas, Houston and Austin.
• Leadership plans include Comerica CEO Curt Farmer becoming vice chair, Chief Banking Officer Peter Sefzik leading wealth and asset management, and three Comerica directors joining Fifth Third’s board.
• Comerica shares jumped double digits as Fifth Third slipped after the announcement, which outlets and analysts described as the largest U.S. bank acquisition disclosed in 2025.
• Executives framed the deal as accelerating growth in commercial payments and wealth management to roughly $1 billion recurring fee businesses, set against faster merger reviews and earlier activist pressure on Comerica.