Fifth Third to Acquire Comerica in $10.9B Deal After Earlier Interest
So, there’s some big news in the banking world right now. Comerica, the Dallas-based bank, is set to be acquired by Fifth Third Bank in a deal valued at $10.9 billion, which is shaping up to be the largest banking acquisition of 2025. What’s interesting is that this wasn’t just a sudden proposal—Comerica actually had interest from at least one other potential buyer before Fifth Third came into the picture.
According to a recent filing, an unnamed financial institution, referred to simply as Financial Institution A, had approached Comerica with a verbal all-stock offer back in September. However, Comerica’s board decided that the terms weren’t as attractive as what they might get from another potential suitor. That’s when Fifth Third entered the scene. While they hadn’t made an offer at that point, there was already a long-standing rapport between the two banks’ leaders. Comerica CEO Curt Farmer and Fifth Third CEO Tim Spence had been in periodic discussions about trends in finance for years. In fact, Farmer had just called Spence to congratulate him on Fifth Third being selected by the Treasury Department to manage the Direct Express prepaid-card program, which Comerica had held until last year.
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And then, almost serendipitously, things accelerated. On September 18, Farmer reached out to Spence, letting him know that Comerica was exploring potential transactions. Spence met with Farmer the very next day in Dallas, and within two business days, Comerica’s board had expressed a clear preference for a deal with Fifth Third. One of the key factors was the higher valuation offered by Fifth Third compared to the earlier proposal from Financial Institution A.
Once completed, this deal will create a combined bank with $288 billion in assets, positioning it among the top ten largest in the U.S. And the filing also highlights what’s in store for Comerica’s CEO. Curt Farmer will become a vice chair at Fifth Third with annual compensation of $8.75 million. On top of that, he’ll receive a $10 million cash payment, split between the deal’s closing and six months later, plus over $10 million in deferred compensation. Even after transitioning to a senior adviser role, Farmer will retain the $8.75 million annual compensation along with executive support and benefits.
So, while the story may not have the drawn-out drama of some past banking pursuits, it’s still a major move that reshapes the banking landscape. Comerica had other suitors, but Fifth Third emerged as the optimal partner, and the deal promises significant financial rewards for the leadership involved. It’s definitely one to watch as it moves toward its expected closing in the first quarter of next year.
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