Comerica Shareholders Approve $10.9 Billion Sale to Fifth Third

Shareholders of Comerica Incorporated and Fifth Third Bancorp overwhelmingly approved a $10.9 billion all-stock merger on Jan. 6, 2026, according to company announcements and filings. Preliminary tallies showed roughly 97.0% of Comerica shareholders and 99.7% of Fifth Third shareholders voted in favor; preliminary counts indicated about 2.2% of Comerica holders voted against.

Under the deal’s terms, Comerica shareholders will receive 1.8663 shares of Fifth Third for each Comerica share held. That exchange ratio equated to $82.88 per Comerica share based on Fifth Third’s closing price on Oct. 3, 2025, and represents an aggregate transaction value of about $10.9 billion. Fifth Third said the deal implies roughly a 20% premium to Comerica’s 10-day volume-weighted average price, and the ownership split at closing is expected to leave Fifth Third shareholders with about 73% of the combined company and Comerica shareholders with about 27%.

If completed, the merged firm would hold about $288 billion to $290 billion in assets, making it roughly the ninth-largest bank in the United States with a broader footprint spanning the Midwest, Texas and parts of the Southeast including Sun Belt corridors. Fifth Third’s chief executive, Tim Spence, described shareholder support as “an important milestone” in prepared remarks. Comerica’s chief executive, Curt Farmer, said the merger “will create new opportunities to drive innovation, foster deeper relationships, and deliver stronger support for the customers and communities we proudly serve,” in a prepared statement.

Boards of both banks have already approved the transaction, and proxy advisory firms Institutional Shareholder Services and Glass Lewis recommended in favor. The banks first announced a definitive agreement in early October 2025 and used Fifth Third’s Oct. 3, 2025 closing price when calculating the exchange valuation.

Significant regulatory and legal hurdles remain. The merger is subject to customary approvals, including signoff from the Federal Reserve Board and other banking regulators. Company materials said the parties anticipate closing in the first quarter of 2026, but that timetable is contingent on obtaining those approvals.

The transaction also faces a legal challenge from HoldCo Asset Management, an activist hedge fund with a stake in Comerica. HoldCo has filed suit seeking to block the deal, alleging the sales process was flawed and that Comerica did not adequately market itself or negotiate price with Fifth Third. The suit introduces uncertainty about timing and potential remedies, and its progress could affect closing conditions or the ultimate structure of the transaction.

Market observers will now focus on regulatory feedback, judicial scheduling in the HoldCo litigation, and early integration planning. Analysts will evaluate branch and business overlaps, potential cost and revenue synergies, and competitive implications across key regional markets. For customers and local communities, the most immediate practical questions will concern branch networks, lending capacity in commercial and consumer markets, and any planned changes to deposit or service pricing once the merger completes.