Fifth Third Bancorp secured the final regulatory approval needed to complete its transformative acquisition of Comerica Incorporated, the Federal Reserve announced this week. The $10.9 billion all-stock transaction is now set to close on February 1, 2026, creating the ninth-largest bank in the United States with combined assets of approximately $290 billion.

A Merger That Almost Didn't Happen

The path to this moment was anything but smooth. When Fifth Third first announced its intention to acquire Dallas-based Comerica in October, skeptics questioned whether regulators would approve such a significant consolidation in the regional banking sector. The combined institution will operate across 17 of the 20 fastest-growing large U.S. markets—a footprint that gives it genuine national scale without the regulatory scrutiny that accompanies the very largest banks.

The Federal Reserve's approval, which came on January 13, followed earlier green lights from the Office of the Comptroller of the Currency on December 15, 2025, and the Texas Department of Banking on January 2. Shareholder votes at both companies were overwhelmingly positive: Fifth Third shareholders approved the transaction with 99.7% of votes cast, while Comerica stockholders supported the deal with 97.0% approval.

The Strategic Rationale

For Cincinnati-based Fifth Third, the Comerica acquisition represents a quantum leap in scale and geographic diversification. The combined bank will have particular strength in Texas and California—two of America's largest and fastest-growing economies—while maintaining Fifth Third's traditional dominance in the Midwest.

Management has cited several compelling strategic benefits:

  • Immediate earnings accretion from day one of the combined operations
  • No dilution to tangible book value per share, a rarity in bank mergers of this size
  • More than $500 million in annual revenue synergies once integration is complete
  • Enhanced commercial banking capabilities, particularly in middle-market lending

The deal also addresses a persistent challenge facing regional banks: the need for scale to compete effectively with both the largest national banks and the growing universe of fintech competitors. At $290 billion in assets, the combined Fifth Third will have the heft to invest in technology, compliance, and talent at levels that smaller regional banks simply cannot match.

The Activist Challenge

Not everyone celebrated the merger's approval. HoldCo Asset Management, an activist investor that had accumulated a position in Comerica, filed a lawsuit contending that Comerica's board failed to properly shop the company before agreeing to sell to Fifth Third. The lawsuit also raised questions about compensation arrangements for Comerica CEO Curt Farmer, whom HoldCo characterized as receiving a "windfall" from the transaction.

Despite the legal challenge, the overwhelming shareholder support at both companies suggests that most investors view the deal as fair and strategically sound. Farmer is slated to become Vice Chair at the combined institution, providing continuity for Comerica's commercial clients during the integration period.

What Changes for Customers

For the millions of customers who bank with either Fifth Third or Comerica, the immediate impact will be minimal. Both brands will continue to operate independently in the months following the close, with integration proceeding gradually over the next 12 to 18 months.

Over time, customers can expect expanded ATM access, broader product offerings, and potentially improved digital banking capabilities as the combined institution invests its scale-driven cost savings into customer-facing technology. Three members of Comerica's board will join Fifth Third's board of directors, ensuring that the perspective of Comerica's customer base is represented in strategic decisions.

Implications for Regional Banking

The Fifth Third-Comerica combination is likely to accelerate consolidation discussions across the regional banking sector. With interest rates elevated and deposit competition intense, many mid-sized banks are finding it difficult to generate the returns that shareholders expect. Mergers offer a path to improved efficiency and competitive positioning that organic growth alone cannot provide.

Industry analysts expect announcements of additional regional bank combinations in the coming months. The regulatory approval of the Fifth Third-Comerica deal—achieved in a relatively compressed timeframe despite the transaction's size—may encourage other institutions to pursue similar strategic options.

Looking Ahead

When the merger closes on February 1, Fifth Third will immediately begin the complex work of integrating two large, established banking franchises. Success will be measured not just in financial metrics but in the retention of customers and key employees who have relationships spanning decades.

For investors, the combined company offers exposure to some of America's most dynamic regional economies with a management team that has demonstrated its ability to execute large-scale integration. For customers, the promise is a bank with the resources of a national institution and the customer focus of a regional one. Whether that promise is fulfilled will depend on decisions made in the months and years ahead.