BlackRock’s Measured Commerzbank Increase Underscores Pre-AGM Tensions

BlackRock quietly raises holding to 5.10% as Commerzbank's AGM nears; dividend doubled, buyback approved, and UniCredit's offer remains unattractive.

The world’s largest asset manager has quietly edged its stake in Commerzbank higher, just days before the lender’s annual general meeting becomes a key battleground in the stand-off with UniCredit. BlackRock’s holding crossed the 5.10 percent reporting threshold on Tuesday, up from 5.09 percent – a modest adjustment, but one that signals the US firm’s continued presence among the bank’s top shareholders.

That incremental vote of confidence arrives as Commerzbank’s stock flirts with overbought territory. The Relative Strength Index has climbed to 83.3, a clear warning of stretched technical conditions. At the end of the week, shares closed at €36.15, leaving the 52-week high of €37.75 within striking distance. The stock has already surged roughly 40 percent over the past twelve months, and the current volatility reading of nearly 41 percent suggests a pullback could be needed before the next leg higher.

AGM brings dividend and buyback firepower

All eyes are now on the AGM scheduled for May 20 in Wiesbaden. The board has proposed a dividend of €1.10 per share – nearly double the €0.65 paid last year – with the ex-date set for May 21 and payment due on May 26. Because the acceptance period for UniCredit’s all-share offer is already running, the AGM becomes an especially critical date: investors must hold their shares by that day to qualify for the payout.

Management is also seeking approval for a new buyback authorisation of up to 10 percent of share capital. Two completed programmes have already returned around €1.5 billion to shareholders since September 2025, reinforcing the bank’s message that it can deliver capital returns without a suitor.

UniCredit offer stays underwater

UniCredit is offering 0.485 of its own shares for each Commerzbank share, worth roughly €31.07 based on recent trading levels. That leaves a yawning gap to the market price of €36.15–€36.23, making the bid unattractive on valuation alone. Accepting investors would swap into UniCredit paper, taking on the uncertainty of the eventual value of the consideration – a structure that currently offers no clear premium.

Commerzbank sets out its own targets

The formal statement from Commerzbank’s management and supervisory board under Section 27 of the German Securities Acquisition and Takeover Act is expected imminently. It will provide the first official assessment of the offer. Behind the scenes, the bank has already laid down its defence: UniCredit’s plans remain vague and carry significant execution risks, while Commerzbank’s own financial goals are ambitious. By the end of the decade, the lender aims to lift net profit to €5.9 billion and achieve a return on tangible equity of 21 percent. For 2026, the target is at least €3.4 billion in net profit.

The bank has not ruled out talks with UniCredit but insists any deal would require an attractive premium and a credible plan for the business model. The extended acceptance period runs until July 3, 2026, with a potential closing not expected until 2027 due to regulatory hurdles. In the coming week, the AGM’s capital-return resolutions and the long-awaited WpÜG opinion will set the tone for the next phase of the takeover saga.