With Record Dividend and Upgraded 2026 Outlook, Commerzbank Fortifies Its Independence Case

Commerzbank urges shareholders to reject UniCredit's hostile offer, delivering a record €1.10 dividend and raising 2026 guidance as it bets on standalone growth.

Commerzbank is escalating its pushback against UniCredit’s hostile exchange offer, deploying a combination of record shareholder payouts and an improved earnings forecast to convince investors that going it alone is the better bet. The Frankfurter-based lender’s board, led by chief executive Bettina Orlopp, has formally urged shareholders to reject the Italian giant’s bid, arguing that the operational momentum under its “Momentum 2030” strategy is building.

The bank delivered a record dividend of €1.10 per share for the 2025 financial year, backed by a total capital return of €2.7 billion including share buybacks. That payout, which represents a 100 percent distribution ratio, lands squarely in the middle of UniCredit’s offer period. Orlopp’s message is clear: the bank can reward owners handsomely without merging into a larger European rival. Operating profit rose 11 percent last year, providing the firepower to lift the 2026 earnings guidance. The targets under the stand?alone blueprint are demanding — a 21 percent return on equity and a cost?income ratio of 43 percent.

Market analysts see room for further gains. The median price target among those covering the stock stands at €41.50, with Barclays assigning an “Overweight” rating and a €42 target. Commerzbank’s shares slipped 0.2 percent on Thursday to €36.73, but they have advanced 1.5 percent over the past week and nearly 38 percent over the last twelve months. The stock is trading just €1 below its 52?week high of €37.75. Technically, the relative strength index at 71 signals near?term overbought conditions, yet the price remains comfortably above its 50?day and 200?day moving averages by 6.22 percent and 9 percent respectively.

UniCredit has already accumulated a 38.87 percent stake and is offering 0.485 of its own shares for each Commerzbank share. The exchange window is set to close on July 3. To counter that, the board is betting that a stream of upgraded numbers and cash returns will make the offer look less attractive. The European Commission has added a political dimension, urging Italy to reform its “Golden Power” legislation — a move that could eventually reshape the rules governing cross?border banking deals.

The credit backdrop, however, is not entirely benign. Creditreform Rating projects that German corporate defaults will climb to 2.08 percent in 2026, up from 1.88 percent, marking the highest rate since the financial crisis. Small and mid?sized companies, along with the transportation, logistics and construction sectors, are seen as most vulnerable. That puts pressure on Commerzbank’s loan book and underscores the importance of disciplined risk management as it pursues ambitious profitability targets.

Across the sector, Deutsche Bank held its first in?person annual general meeting in five years and approved a dividend of €1.00 for 2025. The Frankfurt rival is targeting a return on equity above 13 percent by 2028 — a far more modest goal than Commerzbank’s 21 percent, but a reminder that the competitive landscape is intensifying.

The countdown to July 3 will determine how much sway UniCredit’s proposal ultimately holds. For now, Commerzbank is leaning on its strongest hand yet: a record payout, a reinforced earnings trajectory and a stock trading near its peak. The market is waiting to see whether that hand is strong enough to keep the suitor at bay.