Dallas, January 7, 2026
In a significant move for the banking industry, shareholders of Fifth Third Bancorp and Comerica Incorporated have endorsed a $10.9 billion all-stock merger. This merger, expected to close in early 2026, will create the ninth-largest bank in the U.S. and is backed by strong shareholder support from both institutions, reflecting confidence in the strategic benefits of the consolidation.
Dallas, Texas – In a major development for the financial services sector, shareholders of Fifth Third Bancorp and Comerica Incorporated have approved a proposed $10.9 billion all-stock merger, culminating in the formation of the ninth-largest bank in the United States with approximately $290 billion in assets. This strategic merger is anticipated to close in the first quarter of 2026, contingent upon customary closing conditions.
Shareholder Approval
As of January 6, 2026, shareholders from both banks demonstrated overwhelming support for the merger agreement. Fifth Third’s shareholders voted with a striking 99.7% approval rate, whereas Comerica’s shareholders expressed confidence with a 97% approval. The robust backing for this merger reflects a significant belief in the long-term strategic benefits of consolidating these two banking institutions.
Details of the Merger
Under the terms of the agreement, Comerica’s shareholders will be compensated with 1.8663 shares of Fifth Third for each Comerica share, placing a valuation of $82.88 on each Comerica share based on Fifth Third’s closing price on October 3, 2025. This offer represents a generous 20% premium over Comerica’s 10-day volume-weighted average stock price. Following the merger, it is projected that Fifth Third shareholders will hold approximately 73% of the newly merged company, while Comerica shareholders will own about 27%.
Strategic Rationale
This merger brings together Fifth Third’s award-winning retail and digital banking capabilities with Comerica’s well-established middle-market banking franchise. By creating a larger institution, the merger aims to enhance scale, profitability, and geographic reach, consequently increasing value for customers, communities, and shareholders alike. The new entity is expected to thrive in high-growth markets, particularly in the Southeast, Texas, and California.
Regulatory Approvals
Prior to the shareholder vote, the merger received the necessary green lights from the Texas Department of Banking on January 2, 2026, and the Office of the Comptroller of the Currency in December 2025. However, the transaction remains subject to further approval by the Federal Reserve Board, in addition to the satisfaction of customary closing requirements.
Background
Fifth Third Bancorp, based in Cincinnati, Ohio, is recognized as a regional bank with a significant footprint in the Midwest. On the other hand, Comerica Incorporated operates from Dallas, Texas, specializing in financial services across several states including Arizona, California, Florida, Michigan, and within Texas itself. This merger is seen as a move towards building a more dynamic and resilient institution that can compete effectively in a rapidly changing banking landscape.
About Fifth Third
Fifth Third Bancorp is a diversified financial services entity headquartered in Cincinnati, Ohio. The bank offers a comprehensive range of financial products and services, including retail banking, commercial banking, and wealth management. Its commitment lies in delivering outstanding value to its customers, communities, and shareholders.
About Comerica
Comerica Incorporated is a financial services firm headquartered in Dallas, Texas, and operates through three main business segments: The Commercial Bank, The Retail Bank, and Wealth Management. The company’s focus is on fostering relationships and supporting individuals as well as businesses in achieving success through a diverse array of financial products and services.
Conclusion
The proposed Fifth Third and Comerica merger marks a significant moment in the Dallas financial landscape, promising enhanced capabilities and community investment. As the banking sector continues to evolve, this merger highlights the potential for innovation and growth within Texas’ economy. Stakeholders and community members are encouraged to stay engaged and support local businesses as they navigate the challenges and opportunities ahead.
Frequently Asked Questions
What is the value of the merger between Fifth Third and Comerica?
The proposed merger is valued at $10.9 billion.
When is the merger expected to close?
The merger is expected to close in the first quarter of 2026, pending customary closing conditions.
What percentage of the combined company will Fifth Third shareholders own?
Fifth Third shareholders will own approximately 73% of the combined company.
Who approved the merger?
Shareholders of both Fifth Third Bancorp and Comerica Incorporated approved the merger.
| Feature | Details |
|---|---|
| Merger Value | $10.9 billion |
| Projected Closing Date | First quarter of 2026 |
| Fifth Third Shareholder Ownership | Approximately 73% |
| Comerica Shareholder Ownership | Approximately 27% |
| Shareholder Approval Rate (Fifth Third) | 99.7% |
| Shareholder Approval Rate (Comerica) | 97% |
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Author: STAFF HERE DALLAS WRITER
The DALLAS STAFF WRITER represents the experienced team at HEREDallas.com, your go-to source for actionable local news and information in Dallas, Dallas County, and beyond. Specializing in "news you can use," we cover essential topics like product reviews for personal and business needs, local business directories, politics, real estate trends, neighborhood insights, and state news affecting the area—with deep expertise drawn from years of dedicated reporting and strong community input, including local press releases and business updates. We deliver top reporting on high-value events such as the State Fair of Texas, Deep Ellum Arts Festival, and Dallas International Film Festival. Our coverage extends to key organizations like the Dallas Regional Chamber and United Way of Metropolitan Dallas, plus leading businesses in telecommunications, aviation, and semiconductors that power the local economy such as AT&T, Southwest Airlines, and Texas Instruments. As part of the broader HERE network, including HEREAustinTX.com, HERECollegeStation.com, HEREHouston.com, and HERESanAntonio.com, we provide comprehensive, credible insights into Texas's dynamic landscape.
