Commerzbank Lifts Dividend by 70% as €2.7bn Payout Bolsters Stand-Alone Defence

Commerzbank pays out 100% of 2025 net income via dividend and buybacks, raises 2026 profit target, and rejects UniCredit's takeover bid with overwhelming shareholder support.

Commerzbank has handed shareholders nearly €2.7bn for the 2025 financial year, a full 100% of adjusted net income that doubles as a strategic shield against UniCredit's unwanted takeover approach. The Frankfurt-based lender is betting that returning every euro of profit will persuade investors its stock is worth far more than the 0.485-for-one exchange ratio offered by the Italian rival.

The centrepiece is a €1.10 per share dividend — approved with 99.88% of votes at Wednesday's annual general meeting in Wiesbaden — marking a near-70% jump from the €0.65 paid for 2024. Combined with two completed share buyback programmes totalling €1.5bn, the total capital return for 2025 stands at around €2.7bn. The dividend is payable on 25 May, and the ex-dividend date of 21 May triggered a 3.2% fall in the stock to €35.99, partly reflecting the payout adjustment.

That price compares with a 52-week high of €37.75, a level the shares approached before the ex-day. On a 12-month view the stock has gained roughly 36%, though technical indicators now flash caution: the relative strength index sits at 80.6, deep in overbought territory.

Raised Guidance Adds Weight to the Payout

The generosity of the distribution rests on a strengthening earnings base. In the first quarter of 2026, Commerzbank posted an operating result of €1.4bn, up 11% year on year, while net income climbed to €913m. For the full year, management has lifted its net profit target to at least €3.4bn, from a previous forecast of more than €3.2bn. Net interest income for the current year is expected to reach approximately €8.6bn.

The bank is targeting a common equity tier 1 (CET1) ratio above 14% by year-end — a figure that will heavily influence whether the European Central Bank greenlights any further buybacks. The AGM authorised the board to repurchase up to 10% of share capital, but each new programme requires explicit ECB approval, a hurdle that depends on capital adequacy and supervisory comfort.

Beyond 2026, Commerzbank wants to push the dividend component of total shareholder returns to at least 50%, up from the current hybrid model. That ambition hinges not only on profit growth and capital ratios, but on the ECB's ongoing assessment of the bank's risk profile.

UniCredit Offer Rejected as Management Wins Landslide Mandate

The shareholder vote doubled as a strong endorsement of chief executive Bettina Orlopp's stand-alone strategy, “Momentum 2030,” which targets a return on tangible equity above 20% by the end of the decade. Resolutions backing the board's approach passed with more than 99% support, and the buyback authorisation was similarly confirmed.

UniCredit now holds 38.87% of Commerzbank's voting rights, having built its stake over recent months. Its offer — one UniCredit share for every 0.485 Commerzbank shares — carries no meaningful premium, the Commerzbank leadership argues, and fails to reflect the bank's fundamental value. Supervisory board chairman Jens Weidmann pointed to “considerable implementation risks” and a lack of clarity in the Italian group's plans as reasons for rejection.

The acceptance period for the exchange offer runs until 3 July 2026. Until then, Orlopp and her team must sustain the narrative that Commerzbank is worth more alone than as part of a merged entity — a message reinforced by the biggest capital return in the bank's recent history.