Fifth Third Bancorp has received regulatory approval from the Office of the Comptroller of the Currency (OCC) for its proposed acquisition of Comerica. This approval, issued on Monday, marks a significant milestone for Fifth Third as it navigates the complex landscape of banking mergers. The acquisition, valued at $10.9 billion, is the largest bank transaction announced in 2025 and comes during a vibrant period for banking mergers and acquisitions.
The OCC’s endorsement follows a merger application submitted by Fifth Third approximately two months prior. In its statement, the OCC noted that the approval was based on the bank’s “representations, submissions, and information available” at the time. It also emphasized that the approval could be modified or rescinded if any material changes occur before the deal’s closure.
Despite this positive development, Fifth Third and Comerica will require additional approvals from the Federal Reserve Board, the Texas Department of Banking, and their respective shareholders before finalizing the merger. Tim Spence, CEO of Fifth Third, expressed confidence regarding the transaction’s completion. He noted that discussions with regulators have been constructive and indicated that he expects regulatory approvals to arrive “around the new year.” Both banks are set to have their shareholders vote on the merger on January 6, 2026.
Fifth Third’s spokesperson highlighted the significance of the merger, stating, “This marks an important step forward in bringing together our two long-tenured, highly respected banking franchises to deliver enhanced value to our customers, communities, and shareholders.” The spokesperson further stated that the company anticipates closing the transaction in the first quarter of 2026.
Should all necessary approvals be secured by early January, the earliest the deal could close is February 2, 2026, in accordance with the merger agreement. A source familiar with the progress revealed that Comerica has been preparing for this timeline.
The Fifth Third-Comerica merger has sparked interest not only for its size but also for the speed with which it has progressed. The deal was announced just 17 days after negotiations began, making it the quickest major bank merger in 2025. This rapid approval process reflects a broader trend in the banking sector where regulatory bodies have adopted a more favorable stance towards mergers under the current administration.
Despite the momentum, the acquisition is facing legal challenges. HoldCo Asset Management, an activist investor, has initiated court proceedings in Delaware to contest the merger. The group aims to delay the transaction and demands that the banks provide more transparency regarding the merger’s formation. HoldCo argues that Comerica could secure a more advantageous deal if the merger is rejected.
In early 2024, HoldCo plans to present discovery materials to support its case, which includes board documents and depositions. The activist group is also encouraging shareholders to oppose the deal, asserting that it undermines shareholder interests.
In addition to HoldCo’s opposition, an anonymous entity known as the Comerica 175 Coalition has submitted comments to the Federal Reserve Bank of Cleveland, requesting a public hearing on the merger and urging a delay in shareholder votes. In response, Rodgin Cohen, a lawyer representing Fifth Third, asserted that the coalition’s requests lack merit and exceed the Federal Reserve’s authority.
Despite the challenges, analysts have largely viewed the merger positively. They note that it would expand Fifth Third’s commercial presence in key growth markets, such as Texas, and address longstanding challenges Comerica has faced in retaining retail business.
Spence remains undeterred by the ongoing legal disputes, stating he is “not worried at all” about the HoldCo lawsuit. As the merger process unfolds, both banks are focused on securing the necessary approvals and ultimately realizing the benefits of this significant banking consolidation.
