Commerzbank’s Earnings Boom and Derivative Storm Collide as UniCredit Extends Its Hostile Bid

Commerzbank posts record Q1 profit of €1.4bn, lifts guidance to €3.4bn, as shares hit 52-week high. UniCredit amasses 39.28% stake via derivatives; Berlin rejects bid and BaFin probes voting rights.

Commerzbank’s management has a powerful new argument for independence: a record quarterly profit that lifts full-year guidance and pushes the stock to a fresh 52-week high. Operating earnings hit €1.4bn in the first quarter of 2026, the strongest three-month performance in the bank’s history, while net income of €913 million marked the best start to a year in 15 years. Lending to corporate clients expanded 16 percent, and the board now expects net profit to reach at least €3.4bn for the full year, underpinned by the “Momentum 2030” strategy targeting a 21 percent return on equity.

The rally in Commerzbank’s shares reflects both that operational momentum and the takeover premium baked in by UniCredit’s pursuit. The stock touched €38.85 intraday, a new 52-week peak, and currently trades at €38.30 — roughly 12.7 percent above its 200-day moving average. The relative strength index of 63.7 suggests the advance still has room to run. On a one-year view, the price has surged nearly 39 percent.

UniCredit responded by announcing the preliminary results of its initial acceptance period, which closed on June 16. Roughly 140 million Commerzbank shares were tendered, equivalent to 12.51 percent of the capital. Combined with the Italian lender’s existing direct stake of 26.77 percent, that gives UniCredit a notional holding of 39.28 percent. But the headline figure masks deeper complications. Berlin formally rejected the offer on June 17, calling the premium inadequate, and the government’s opposition remains a formidable obstacle.

The real tension, however, centres on UniCredit’s use of derivatives. The bank disclosed that total-return swaps give it exposure to an additional 3.22 percent of voting rights, and pure cash-settled instruments cover roughly 13 percent of the capital — though UniCredit insists those carry no voting rights. Commerzbank’s management has challenged this interpretation and called on Germany’s financial regulator, BaFin, to investigate the structure. The outcome of that probe could alter the balance of power in the unfolding battle.

A second acceptance window opened on June 20 and runs until July 3. Even if more shareholders tender, analysts do not expect a binding deal before 2027: regulators are still scrutinising the antitrust and prudential conditions for a potential merger. For now, Commerzbank’s board is betting that its own earnings strength, combined with political and regulatory headwinds, will be enough to keep the Italian suitor at bay.