Commerzbank Posts Record Operating Profit Even as UniCredit Tightens Its Grip

Frankfurt lender reports strongest quarterly profit, net income up 9% to €913M, while UniCredit controls 38% voting rights, threatening board ouster.

Frankfurt’s second-largest lender is living a double life. On one side, the bank just delivered its strongest quarterly operating result on record. On the other, a hostile shareholder with a growing stake is threatening to sweep the boardroom clean. The tension between operational strength and corporate control has rarely been sharper.

Operating income jumped 11% to €1.4 billion in the first quarter of 2026, while net profit climbed 9% to €913 million. Revenue rose 5% to €3.2 billion, powered by a 16% surge in corporate loan volumes and a record fee and commission income stream that expanded 9% year-on-year. The cost-income ratio improved to 53%, giving management room to lift the full-year net income target to at least €3.4 billion. The medium-term roadmap targets a return on equity of around 17% by 2028 and roughly 21% by 2030.

Those numbers, however, are playing out against a backdrop of escalating confrontation with Italy’s UniCredit. The Milan-based bank now controls more than 38% of Commerzbank’s voting rights — a direct stake of 26.8% combined with around 12% tendered into its exchange offer. UniCredit has filed a complaint with financial supervisor BaFin, accusing Commerzbank’s management of issuing “continually misleading information” after the Frankfurt board questioned the economic logic of the tender and raised concerns about market manipulation through stock lending.

The stakes are rising fast. With more than a third of the votes, UniCredit can command a simple majority at the annual general meeting. That puts the entire supervisory board in play — and a newly appointed board could then oust the current executive team. A hostile change at the top is no longer theoretical.

The share price has absorbed the drama with surprising calm. After easing 1.47% to €36.22 earlier in the week, Commerzbank stock recovered to €36.46 on Monday, a slip of only 0.82% on the session. That leaves it comfortably above UniCredit’s implied offer value of €35.47. Year-to-date the stock is down roughly 0.8%, but it has rallied 36% from its 52-week low of €26.70 and remains within 4% of the 52-week high of €38.15. The 50-, 100- and 200-day moving averages all lie below the current price, underscoring the disconnect between share price weakness and underlying performance.

Management has tried to sweeten the deal for long-term holders. The bank plans to return 100% of net income to shareholders until its CET1 ratio hits the 13.5% target. For fiscal 2025, the supervisory board will propose a dividend of €1.10 per share at the May 20 annual meeting, alongside a share buyback programme of up to €540 million launched in February. Executives say they have already beaten their earlier capital-return promises.

The immediate flashpoint is Tuesday evening, when the current exchange offer expires. Whether UniCredit extends the deadline into July or secures additional commitments from institutional investors will determine the next phase of the battle. For now, Commerzbank’s management insists on independence and points to the record numbers as evidence that its “Momentum 2030” strategy is working. The market will have to decide which narrative — operational momentum or takeover arithmetic — carries more weight.