Commerzbank Rides Record Earnings While UniCredit’s Voting Power Hits 49.65%

The Commerzbank share touched a fresh ten-year high of €38.77 on July 14, closing at €38.11 — just 2.73% shy of its 52-week peak of €39.18. The stock has surged 34.05% over the past twelve months, propelled by a cocktail of takeover speculation and operational strength. Yet beneath the surface, a complex power struggle is taking shape that pits the bank’s independent ambitions against the creeping influence of its largest shareholder.

UniCredit’s Stake Inches Past the 50% Voting Threshold

UniCredit now holds roughly 47.6% of Commerzbank’s capital. Adjusted for the lender’s own treasury shares, which carry no voting rights, the Italian giant commands 49.65% of the voting rights. This includes 44.37% held directly and a further 3.22% secured via call options. The move marks the most significant step toward control since UniCredit first entered the fray in September 2024.

Nevertheless, full control remains elusive. A formal merger would require 75% approval at a shareholder meeting, and regulatory clearance from the European Central Bank is still pending. The original exchange offer launched in May 2026 — 0.485 UniCredit shares per Commerzbank share with no cash component — was widely seen as unattractive, keeping independent investors on the sidelines.

The tender offer closed on July 3, and the bank took note of the result five days later. Fewer than 2% of unaffiliated shareholders tendered their shares, a figure Commerzbank’s management has questioned. The bank points to an unusual spike in securities lending and notes that most of the accepted shares came from institutions and parties close to UniCredit itself. A Frankfurt prosecutor’s office declined on July 9 to open a market-manipulation probe into the matter, saying insufficient evidence of a crime existed.

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Commerzbank’s Rebuttal: Record Numbers and a 2030 Roadmap

With the takeover threat receding, Commerzbank has doubled down on its standalone strategy. First-quarter operating profit climbed 11% to €1.4 billion, and management promptly lifted the full-year net income forecast to at least €3.4 billion, up from a previous figure of €3.2 billion.

The “Momentum 2030” plan unveiled alongside the results sets ambitious targets: a return on tangible equity of 21% and a cost-income ratio of 43% by the end of the decade. The bank has also committed to investing €600 million in artificial intelligence between 2026 and 2030, expecting that to generate roughly €500 million in annual value from 2030 onward.

Progress is already visible. The cost-income ratio improved to 53% in the first quarter. Commission income hit an all-time high of €1.1 billion, while net interest income held steady at €2 billion despite declining benchmark rates. For shareholders, the bank is promising a payout ratio of 100% of net profit after AT1 coupons for 2026, provided the CET1 ratio stays above 13.5%. It currently sits at a comfortable 14.5%.

Risks on the Horizon

The bullish case hinges on execution and macro stability. The European Central Bank raised its deposit rate to 2.25% on June 11, with inflation running at 3.2% in May — still above target. Further tightening could support margins but also heighten credit risk in a slowing economy. Analysts expect a moderate deterioration in European bank loan quality during the second half of 2026.

Commerzbank’s internal restructuring adds another layer of uncertainty. The plan calls for eliminating roughly 3,000 gross positions by 2030, a process that carries implementation risks. Meanwhile, the EZB’s stance and geopolitical tensions could trigger market corrections that test the stock’s recent gains.

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Next Stop: August 6 Earnings

All eyes are now on the second-quarter results due on August 6, which will provide the first concrete evidence of whether the upgraded annual targets have operational substance. The relative strength index sits at 54.6, suggesting the share is neither overheated nor oversold. If Commerzbank can sustain the momentum in both net interest and fee income, the uptrend may have further room to run. If the macro environment sours, however, the gains of the past months could prove fragile.

The ultimate question — control versus independence — remains unresolved. With UniCredit holding near-majority voting power, Commerzbank’s management, backed by the German government as the second-largest shareholder, is racing to prove that a standalone future is worth more than any deal the Italians can offer.

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