Intesa Sanpaolo announced it will begin an ordinary share buyback programme on 8 September 2025, with completion scheduled for 19 September 2025. The initiative is designed to assign Intesa Sanpaolo ordinary shares free of charge to employees and Financial Advisors within the Group.
The buyback supports the Group’s share-based incentive plan for 2024 and, to a lesser extent, the incentive plans of certain subsidiaries. It also aims to complete implementation of the 2023 Group Incentive Plans. According to the company, “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 the fixed remuneration. In addition, the programme is implemented in order to grant, when certain conditions occur, severance payments upon early termination of employment.”
The programme follows terms approved at Intesa Sanpaolo’s Shareholders’ Meeting on 29 April 2025.
A total of up to 23,800,000 shares—representing about 0.13% of Intesa Sanpaolo’s share capital—will be purchased on the market for these purposes. Of these shares, 17,400,000 will serve the 2024 incentive plans and potential severance needs; another 6,400,000 will address requirements from the previous year’s plans. The maximum number authorized by shareholders is set at just over 29 million shares or up to 0.16% of share capital.
Purchases will be made through Euronext Milan according to regulatory provisions and within limits set by distributable income and available reserves based on recent financial statements. Transactions must comply with relevant Italian law (including Article 2357 and following of the Italian Civil Code), European regulations such as Regulation (EU) no. 596/2014 and Commission Delegated Regulation (EU) 2016/1052 as amended by Regulation (EU) 2024/2809.
Prices for purchases will be determined individually but must fall between minus ten percent and plus ten percent compared with the reference price recorded in stock market sessions prior to each transaction. Purchases cannot exceed either the last independent trade price or highest current independent bid.
Daily purchases during this period are capped at no more than one quarter of August’s daily average trading volume—53.7 million shares—and cannot exceed fifteen percent of daily traded volume on Euronext Milan per day.
Any shares acquired beyond actual needs may be sold under similar conditions or retained for future incentive or severance obligations.
“Information is also given by Intesa Sanpaolo on behalf of those subsidiaries which have passed resolutions implementing similar initiatives involving the Parent Company’s ordinary shares,” stated Intesa Sanpaolo in its announcement.
