Commerzbank’s €1.2bn Payout and US Portfolio Overhaul Underline Stand-Alone Strategy as UniCredit Nears 40%

Commerzbank delivers record €1.10 dividend, returns €2.7bn to shareholders, while fending off UniCredit's 38.87% stake and exchange offer. Stock near highs but overbought.

The Commerzbank delivered its record dividend of €1.10 per share on Tuesday, channelling roughly €1.2bn into shareholders’ accounts. The payout is the centrepiece of a broader €2.7bn capital return programme for the 2025 financial year that also includes €1.5bn in completed share buybacks. Chief executive Bettina Orlopp is betting that returning 100% of last year’s adjusted net income will convince investors the bank can thrive on its own terms — without surrendering to UniCredit’s hostile advances.

The Italian lender has steadily tightened its grip. A voting rights notification dated 26 May reveals UniCredit has raised its stake to 38.87%, up from 32.64%, through a combination of direct holdings (26.77%) and total return swaps (12.10%). At typical annual meeting attendance levels, a position just shy of 40% can translate into an effective majority. Orlopp has dismissed the approach as a “restructuring proposal” that offers no control premium, and the board formally recommended rejection on 18 May. UniCredit’s exchange offer — 0.485 of its own shares for each Commerzbank share — runs until 16 June 2026, though take-up among free-float holders has so far been minimal.

The Frankfurt-based lender’s financial ammunition is hard to ignore. It posted a record operating profit of €4.5bn for 2025, a gain of 18%, while earnings per share in the first quarter of 2026 climbed to €0.84 from €0.73 a year earlier. Analysts project the dividend for 2026 will rise to €1.51, and the median target price of around €41.50 sits well above the implied value of UniCredit’s bid. The stock itself closed Tuesday at €36.73, within touching distance of its six-month peak of €37.37, although the year-to-date advance is a modest 0.60%. Over twelve months, the shares have rallied 35.59%.

Technical signals, however, flash caution. The relative strength index has reached 79.6, deep into overbought territory, and volatility remains elevated at 33.57% — conditions that typically favour the derivatives-based strategies UniCredit is employing. The bank’s “Momentum 2030” plan targets a return on equity of 21% and a cost-income ratio of 43% by the end of the decade, with a payout ratio of 100% of adjusted net income reaffirmed for 2027 and 2028.

Away from the takeover battle, Commerzbank’s investment team has been quietly reshaping its American equity portfolio. The $4.78bn US stock book saw a shift in its top holding during the first quarter, with a new technology position displacing Alphabet as the largest weighting. The identity of the new leader was not disclosed, but the move underscores that day-to-day operations continue even as the bank fights to preserve its independence. Whether the combination of record payouts, ambitious strategic targets, and a revamped portfolio can keep the shareholder base united through the 16 June deadline will be clear in the next three weeks.