Intesa Sanpaolo launches September 2025 share buyback to support employee incentive and severance plans

Intesa Sanpaolo launches September 2025 share buyback to support employee incentive and severance plans

(IN BRIEF) Intesa Sanpaolo will launch a new share buyback programme between 8 and 19 September 2025 to support its 2024 and 2023 incentive plans, as well as severance arrangements. The programme, approved at the April 2025 Shareholders’ Meeting, authorises the purchase of up to 23.8 million shares, representing 0.13% of the bank’s share capital. Of this, 17.4 million shares will cover the 2024 plans and severance, while 6.4 million will go to the 2023 plans. Purchases will be executed on Euronext Milan under strict price and volume limits and in compliance with European market regulations. Any excess shares not used for incentive or severance purposes may either be sold on the market or retained for future plans. The bank also confirmed that its existing buyback programme, launched in June 2025, will be temporarily suspended during this period.

(PRESS RELEASE) TURIN/MILAN, 4-Sep-2025 — /EuropaWire/ — Intesa Sanpaolo has confirmed that it will begin a new ordinary share buyback programme on 8 September 2025, with completion expected by 19 September 2025. The initiative will support the free allocation of Intesa Sanpaolo ordinary shares to Group employees and Financial Advisors as part of the 2024 share-based incentive plan, selected subsidiary plans, and to finalize the implementation of the 2023 incentive schemes.

The programme, approved at the Shareholders’ Meeting on 29 April 2025, also provides for the allocation of shares in connection with severance arrangements under certain conditions. These incentive structures are reserved for Risk Takers whose bonuses exceed the defined materiality threshold, individuals receiving particularly high levels of variable remuneration, and Middle Managers or Professionals who are not Risk Takers but receive bonuses surpassing both the materiality threshold and 100% of their fixed salary.

In total, 23.8 million ordinary shares are scheduled for purchase, corresponding to around 0.13% of Intesa Sanpaolo’s share capital. Of this amount, 17.4 million shares will be allocated to the 2024 incentive plans and potential severance payments, while 6.4 million will support the 2023 plans. The total falls within the previously authorised ceiling of 29,291,505 shares, equivalent to a maximum of 0.16% of share capital, as granted by shareholders earlier this year.

The buyback will be conducted on the regulated market Euronext Milan, in line with Articles 2357 and following of the Italian Civil Code, Article 132 of the Consolidated Law on Finance (TUF), and Article 144-bis of the Issuers’ Regulation. Transactions will comply with European regulations governing market practices, including Regulation (EU) No. 596/2014 and Commission Delegated Regulation (EU) 2016/1052, as amended by Regulation (EU) 2024/2809.

Purchases will be executed within a price range determined daily. The minimum purchase price cannot be lower than 10% below the reference price of the preceding trading session, while the maximum cannot exceed 10% above it. Additionally, the price must not surpass the higher of the last independent trade or the top current independent bid. Purchases will not exceed 25% of the daily average trading volume of Intesa Sanpaolo shares recorded in August 2025 (53.7 million shares) and must also remain below 15% of the daily traded volume on Euronext Milan.

The authorisation granted by shareholders is valid for up to 18 months. Any shares bought but not needed to fulfil incentive plans or severance payments may be resold on the regulated market under the same conditions applied to their purchase, or they may be retained for future incentive schemes and employee compensation arrangements.

The programme will be carried out on behalf of Intesa Sanpaolo and certain subsidiaries that have adopted similar initiatives involving the Parent Company’s shares. Meanwhile, Intesa Sanpaolo has clarified that the ordinary share buyback programme launched on 2 June 2025 and previously announced on 26 May 2025 will be suspended during the execution of this new programme.

Media Contact:

Investor Relations
+39.02.87943180
investor.relations@intesasanpaolo.com

Media Relations
+39.02.87962326
international.media@intesasanpaolo.com

group.intesasanpaolo.com

SOURCE:  Intesa Sanpaolo