Fifth Third Bancorp and Comerica Shareholders Approve $10.9 Billion Merger

FITB
January 07, 2026

On January 6, 2026, shareholders of Fifth Third Bancorp and Comerica voted overwhelmingly to approve a $10.9 billion merger, with 99.7% of Fifth Third votes and 97.0% of Comerica votes in favor. The deal will combine the two banks into the ninth‑largest U.S. bank, creating a combined entity with roughly $290 billion in assets and a footprint that covers 17 of the 20 fastest‑growing large markets.

The merger is designed to blend Fifth Third’s retail and digital capabilities with Comerica’s strong middle‑market franchise. Management expects the combination to deliver about $800 million in annual cost synergies, largely from eliminating duplicate branch and back‑office functions and leveraging shared technology platforms. The expanded geographic reach will also allow the new bank to compete more effectively against national banks, positioning it as a top‑15 U.S. bank and a “super‑regional” player.

Regulatory approval is still pending. The Office of the Comptroller of the Currency and the Texas Department of Banking have already cleared the transaction, but the Federal Reserve Board must still approve the merger. The remaining regulatory review is expected to conclude in the first quarter of 2026, after which the parties will finalize the closing. The timeline aligns with the parties’ goal of closing in the first quarter, subject to customary conditions.

The vote was not without opposition. HoldCo Asset Management, an activist investor, had previously challenged the deal, arguing that the process was rushed and that the premium offered to Comerica shareholders was insufficient. Despite that opposition, the overwhelming shareholder approval indicates strong confidence in the strategic rationale and the projected benefits. Management highlighted that the merger will create a more resilient institution with higher margins and a broader customer base.

Integration plans are already underway. The parties have outlined a phased approach that will combine technology platforms, consolidate branch networks, and align product offerings. While the integration will involve some workforce adjustments, the focus is on preserving customer relationships and minimizing disruption. The combined bank will also maintain separate brand identities in key markets to preserve local customer loyalty.

Market reaction to the vote was positive. Shares of both banks rose in after‑hours trading, reflecting investor confidence in the merger’s value proposition. Analysts noted that the deal’s projected synergies and expanded market presence could improve profitability, while the high approval rates suggest strong shareholder support for the strategic direction. The merger is expected to reshape the competitive landscape for regional banks in the United States.

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