Intesa Sanpaolo has completed its ordinary share buyback programme intended for free assignment to employees and financial advisors within the Group. The programme, which began on 8 September 2025 and concluded on 15 September 2025, was previously announced to the market in a press release dated 3 September 2025.
The buyback is related primarily to the Intesa Sanpaolo Group’s share-based incentive plan for 2024, as well as certain incentive plans for subsidiaries, including those for the Private Banking Network of Intesa Sanpaolo Private Banking and for Relationship Managers and non-employee Financial Advisors of Fideuram – Intesa Sanpaolo Private Banking Group. These are collectively referred to as the “2024 Plans.” To a lesser extent, the buyback also serves to complete implementation of the Group’s 2023 incentive plans (the “2023 Plans”).
These incentive plans are designed for employees identified as Risk Takers who accrue bonuses above a materiality threshold, individuals receiving particularly high payments, and Middle Managers or Professionals not classified as Risk Takers but who receive bonuses exceeding both the materiality threshold and 100% of their fixed remuneration. Additionally, shares may be used for severance payments upon early termination of employment.
The programme was carried out according to terms approved at Intesa Sanpaolo’s Shareholders’ Meeting held on 29 April 2025. Subsidiaries involved in these incentive plans also concluded similar share purchase programmes approved by their respective corporate bodies.
“Turin – Milan, 16 September 2025 – Intesa Sanpaolo communicates that on 15 September 2025 the Bank concluded the ordinary share buyback programme launched on 8 September 2025 and announced to the market in the press release dated 3 September 2025. The programme relates to plans of assignment, free of charge, of Intesa Sanpaolo ordinary shares to the employees and the Financial Advisors of the Group, in relation to: (i) mainly, the Intesa Sanpaolo Group share-based incentive plan for 2024, and, to a lesser extent, the incentive plans of certain subsidiaries – i.e. the 2024 Incentive Plan of the Private Banking Network belonging to the Italian Network of Intesa Sanpaolo Private Banking; that of the Relationship Managers belonging to the International commercial Networks of the Fideuram – Intesa Sanpaolo Private Banking Group; and that of the non-employee Financial Advisors belonging to the commercial Networks of the Fideuram – Intesa Sanpaolo Private Banking Group – (together, the “2024 Plans”); and, (ii) to a lesser extent, the completion of the implementation of the 2023 Intesa Sanpaolo Group Incentive Plans – i.e. the Intesa Sanpaolo Group 2023 Incentive Plan, and the 2023 Incentive Plan of the Private Banking Network belonging to the Italian Network of Intesa Sanpaolo Private Banking; that of the Relationship Managers belonging to the International commercial Networks of the Fideuram – Intesa Sanpaolo Private Banking Group; and that of the non-employee Financial Advisors belonging to the commercial Networks of the Fideuram – Intesa Sanpaolo Private Banking Group – (the “2023 Plans”). The above-mentioned incentive plans are reserved for Risk Takers who accrue a bonus in excess of the so-called “materiality threshold”, as well as for those who are paid a “particularly high” amount, and for those who, among Middle Managers or Professionals that are not Risk Takers, accrue a bonus exceeding both the so-called “materiality threshold”and 100% of fixed remuneration. In addition, programme is implemented in order to grant when certain conditions occur severance payments upon early termination employment. The programme is in accordance with terms approved at Shareholders’ Meeting Intesa Sanpaolo on April Moreover Bank’s subsidiaries indicated aforementioned press release have concluded programmes regarding purchase Parent Company’s shares approved by their respective corporate bodies within their remits analogous programme approved Parent Company’s Shareholders’ Meeting.”
In line with regulatory requirements under Italian law and European Union regulations—including Legislative Decree No.58/1998 (TUF), Regulation (EU) No.596/2014 (MAR), Commission Delegated Regulation (EU) No.2016/1052 with subsequent amendments—details about transactions have been provided by both Intesa Sanpaolo and its relevant subsidiaries.
During six days from launch until conclusion (8–15 September), a total of approximately 23.8 million ordinary shares were purchased through IMI Corporate & Investment Banking Division—representing around 0.13% of parent company share capital—with an average price per share just over €5.43 and total expenditure exceeding €129 million.
The purchases were conducted under provisions set out in Articles 2357 et seq., and 2359-bis et seq., of Italy’s Civil Code; within limits determined by board resolutions; via Euronext Milan following regulated market rules; while ensuring daily purchase volumes did not exceed prescribed thresholds based on average trading activity during August or any single day during execution.
“Purchase transactions were executed in compliance with provisions included in Articles 2357 and following and 2359-bis and following of Italian Civil Code within limits determined resolutions passed competent corporate bodies Pursuant Article 132 TUF Article 144-bis paragraph letter b Issuers’ Regulation subsequent amendments purchases executed regulated market Euronext Milan managed Borsa Italiana accordance trading methods laid down market rules these transactions.”
Further information about daily transaction details is available from tables published by Intesa Sanpaolo.
