Fifth Third-Comerica deal gets green light from OCC

• Key insight: The OCC's approval is the first of three regulatory signoffs that Fifth Third needs to acquire Comerica.
• What's at stake: The acquisition is the largest bank transaction announced in 2025, and comes during a frothy period for bank dealmaking.
• Forward look: The deal is being challenged by an activist investor in a Delaware court. The plaintiffs argue that Comerica will be able to strike a better deal if the Fifth Third merger gets rejected.

Fifth Third Bancorp has cleared another hurdle in its mission to acquire Comerica , winning regulatory approval from the Office of the Comptroller of the Currency.

The OCC's green light, which was dated Monday, came about two months after the bank filed its merger application, marking the latest in a string of speedy deal approvals in 2025.

The OCC said that its approval is based on the bank's "representations, submissions, and information available to the OCC as of this date. The OCC may modify, suspend, or rescind this approval if a material change in the information" occurs prior to the deal's close.

The endorsement marks a positive sign for the regulatory direction of the deal, but Fifth Third and Comerica still need OKs from the Federal Reserve Board, the Texas Department of Banking and their shareholders before their deal can pass the finish line.

Fifth Third CEO Tim Spence said last week that he has no concerns about the transaction closing. The Cincinnati-based company has been in close conversations with regulators, Spence said at an industry conference.

"Those discussions have all been quite constructive, and there is nothing that's come up that has caused me even the slightest concern," Spence said.

Spence added that he expected regulatory approvals to come through "around the new year." Comerica and Fifth Third shareholders are separately slated to vote on the deal on Jan. 6.

"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," a Fifth Third spokesperson said in a Wednesday email to American Banker. "We anticipate closing this transaction in the first quarter of 2026."

Comerica did not respond to a request for comment.

If all the approvals come in by early January, the earliest the deal could close is Feb. 2, per the merger agreement. A source familiar with the matter recently told American Banker that Comerica has been preparing to hit that date for closing.

The $10.9 billion transaction marks the largest bank combination announced in 2025, though it came together in just 17 days, the shortest time frame among major deals this year.

Regulatory approval of bank acquisitions has picked up at a rapid clip this year, as the Trump administration has taken a far more M&A-friendly stance than Biden-era regulators, seemingly begetting more dealmaking.

The Fifth Third-Comerica deal is being contested in a Delaware court by HoldCo Asset Management, an activist investor. At a minimum, HoldCo wants to delay the transaction and compel the banks to disclose more information about how the agreement came together.

Early next year, HoldCo will be able to present discovery based on board materials, privilege logs and depositions to try and persuade the court that the banks didn't disclose important information about how their deal was hatched.

HoldCo is also urging the banks' shareholders to vote against the deal, arguing Comerica could strike a more favorable deal if this one gets nixed.

Still, analysts have largely praised the deal, which would expand Fifth Third's commercial footprint in growth areas like Texas, and would solve longstanding issues Comerica has had with obtaining and holding retail business.

Spence said last week that he's "not worried at all" about the HoldCo lawsuit.

HoldCo isn't the only party opposing the deal. An anonymous group called the Comerica 175 Coalition has submitted multiple comment letters to the Federal Reserve Bank of Cleveland, requesting a public hearing about the transaction, and asking the agency to compel the banks to delay their shareholder votes.

On Tuesday, a lawyer representing Fifth Third, Rodgin Cohen of Sullivan and Cromwell, submitted a response to the anonymous group's letters.

Cohen wrote to the Cleveland Fed that, based on previous cases, the anonymous group's "requests and argument lack merit, contravene the Federal Reserve's regulations and exceed the Federal Reserve's statutory authority."

"They should be rejected," Cohen wrote.

Cohen did not respond to a request for comment.