The Office of the Comptroller of the Currency signed off on the Fifth Third Bancorp (FITB) and Comerica Incorporated (CMA) merger on December 17, 2025, clearing the last federal regulatory hurdle that had been pending for the all‑stock transaction valued at $10.9 billion.
The approval does not represent the final regulatory step. The merger still requires consent from the Federal Reserve Board and the Texas Department of Banking, and both companies’ shareholders will vote on the deal on January 6, 2026.
Under the terms of the deal, Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share, a premium of roughly 20% over Comerica’s 10‑day volume‑weighted average price at the time of the announcement. The combined entity will have about $288 billion in assets, making it the ninth‑largest U.S. bank.
Strategically, Fifth Third seeks to strengthen its presence in high‑growth markets such as Texas, California, and the Southeast, while leveraging Comerica’s strong middle‑market franchise and deposit base. The merger is expected to deliver about $850 million in annual cost synergies, primarily through a 35% reduction in Comerica’s operating expenses.
The transaction will also trigger branch consolidation, with an estimated 76 Michigan branches slated for closure or merger, a move that has drawn scrutiny from activist investor HoldCo Asset Management, which has filed a lawsuit challenging the deal’s negotiation process.
CEO Tim Spence of Fifth Third said the merger “creates a stronger, more diversified bank” that will better serve customers across a broader geographic footprint. Comerica CEO Curt Farmer added that the combination will “enhance our commercial banking capabilities while preserving the values that have driven our success.”
Market reaction to the OCC approval was muted, but analysts noted that the 20% premium and the projected cost savings were key drivers of investor interest. The deal’s completion in the first quarter of 2026 is seen as a milestone that could reshape the regional banking landscape.
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