The $10.9 billion acquisition of Dallas’ Comerica by Cincinnati-based Fifth Third Bancorp has received shareholder approval, the companies announced Tuesday.

Shareholders of the two banks voted separately to approve the proposed merger, according to a statement, and the proposal passed with near unanimity.

“Today’s favorable shareholder vote with 99.7% of votes cast in favor of our combination with Comerica marks an important milestone in our journey,” said Tim Spence, chairman, CEO and president of Fifth Third in a statement.

“By combining Fifth Third’s award-winning retail and digital capabilities with Comerica’s middle market banking franchise, we’ll create a more dynamic, resilient institution with the scale and capabilities to deliver exceptional value for our customers, communities, and shareholders,” he continued.

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The merger, an all-stock deal that will create the country’s ninth-largest bank, was announced in October. Combined under the Fifth Third name, the bank will have nearly $300 billion in assets.

Founded and long headquartered in Detroit, Comerica gives Fifth Third a significant presence in the Midwest, Texas and California, and Fifth Third plans to continue investing in the Lone Star State with 150 branches.

According to Spence, the merger will give Fifth Third a presence in “17 of the 20 fastest-growing large markets in the U.S.”

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The Comerica Bank Tower in downtown Dallas on Oct. 6, 2025.

The deal also received approval from the Texas Department of Banking on Jan. 2, and the Office of the Comptroller of the Currency ― an independent bureau within the U.S. Department of the Treasury ― in December, according to Fifth Third.

The merger is expected to close in the first quarter of the year, though it still requires Federal Reserve approval.

“We are pleased our stockholders have overwhelmingly approved this important step forward,” said Curt Farmer, chairman, president and CEO of Comerica.

“We believe that this merger of two long-standing institutions will create new opportunities to drive innovation, foster deeper relationships, and deliver stronger support for the customers and communities we proudly serve. Together, we are well positioned to grow, invest and compete more effectively for the long term.”

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