Informazione
Regolamentata n.
0033-216-2026Data/Ora Inizio Diffusione 8 Settembre 2026 17:47:04Euronext Milan
Societa' :INTESA SANPAOLO
Utenza - referente :BINTESAN18 - Tamagnini Andrea
Tipologia :3.1
Data/Ora Ricezione :8 Settembre 2026 17:47:04 Data/Ora Inizio Diffusione :8 Settembre 2026 17:47:04 Oggetto :Intesa Sanpaolo executed second tranche of ordinary share buyback programme for free assignment in relation to the Group's incentive
plans
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PRESS RELEASE
INTESA SANPAOLO EXECUTED SECOND TRANCHE OF ORDINARY
SHARE BUYBACK PROGRAMME FOR FREE ASSIGNMENT IN
RELATION TO THE GROUP’S INCENTIVE PLANS
Turin - Milan, 8 September 2026 – Intesa Sanpaolo communicates that on 7 September 2026 the Bank executed the second tranche (following the one executed on 11 and 12 May 2026 ) of the ordinary share buyback programme to serve the assignment, free of charge, of Intesa Sanpaolo ordinary shares in relation to the following incentive plans of the Group:
(i) mainly, the 2025 Intesa Sanpaolo Group Incentive System, and, to a lesser extent, the incentive plans of certain subsidiaries (1) (together, the “ 2025 Plans ”);
(ii) the completion of the implementation of the 2024 Intesa Sanpaolo Group Incentive Plans (2) (the “2024 Plans ”);
(iii) the 2026 -2029 Long -term Incentive Plan for Financial Advisors of the Fideuram – Intesa Sanpaolo Private Banking Group Networks (the “ FA LTI Plan ”);
(iv) on a residual basis, the potential payments agreed ahead of or upon early termination of the employment relationship (so -called Severance), if any.
The abovementioned Incentive Plans provide for the use of Intesa Sanpaolo ordinary shares in line with the Supervisory Provisions on remuneration and incentive policies and practices. Specifically, for the 2025 Plans, the 2024 Plans and for the potential Severance payments (if any), the use of shares is envisaged for Risk Takers who accrue a bonus exceeding the so -called “materiality threshold ”, for the recipients of a “particularly high ” amount and for those who, among Middle Managers or Professionals who are not Risk Takers, accrue a bonus exceeding both the so -called “materiality threshold ” and 100% of the fixed remuneration; for the FA LTI Plan the use of shares is envisaged both for recipients who are identified as Risk Takers at the start of the plan, for whom the plan provides the assignment at the start of the plan of the right to accrue Intesa Sanpaolo shares provided that specific performance conditions are met; and for the remaining recipients if, at the end of the performance accrual period the bonus accrued constitutes a “particularly high ” amount, or they are identified as Risk Takers, or they carry out an additional supervision and coordination assignment.
The purchase execution was in accordance with the terms approved at the Shareholders’ Meeting of Intesa Sanpaolo on 30 April 2026 and in relation to the requirement of the subsidiaries .
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(1) The following i ncentive plans for 2025: Incentive System of the Private Banking Network belonging to the Italian Network of Intesa Sanpaolo Private Banking; Incentive System of the Relationship Managers belonging to the International commercial Networks of the Fideuram – Intesa Sanpaolo Private Banking Group ( i.e. Intesa Sanpaolo Wealth Management Suisse - new name of Reyl Group - and Intesa Sanpaolo Wealth Management Luxembourg );
and Incentive System of the non -employee Financial Advisors belonging to the commercial Networks of the Fideuram – Intesa Sanpaolo Private Banking Group.
(2) The incentive plans reported under point ( i) referred to 2024.
2 In compliance with Article 113 -ter of Legislative Decree 58 of 24 February 1998 ( TUF -Consolidated Law on Finance), as well as Article 5 of the Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014, and Article 2 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016, and subsequent amendments pursuant to Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024, the details concerning the purchases executed are provided below . Information is given by Intesa Sanpaolo in this press release on behalf of the subsidiaries.
On the day of purchase execution ( 7 September 2026), the Intesa Sanpaolo Group purchased a total of 9,552,517 own ordinary shares, through its IMI Corporate & Investment Banking Division (which was responsible for the p urchase execution), representing 0.05% (3) of its share capital. The average purchase price was 6.7375 euro per share, for a total amount of 64,360,209.01 euro.
Purchase transactions were executed in compliance with provisions included in Articles 2357 and following and 2359 -bis and following of the Italian Civil Code and within the limits determined in the resolutions passed by the competent corporate bodies. Pur suant to Article 132 of TUF and Article 144 -
bis, paragraph 1, letter b), of the Issuers’ Regulation and subsequent amendments, purchases were executed on the regulated market Euronext Milan managed by Borsa Italiana in accordance with trading methods laid down in the market rules for these transactions.
Moreover, purchases were arranged in compliance with the conditions and the restrictions under Article 5 of the Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014, and Articles 2, 3, and 4 of the Commission Delegate d Regulation (EU) 2016/1052 of 8 March 2016 , and subsequent amendments pursuant to Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 .
The number of shares purchased did not exceed 25% of the daily average volume of the Intesa Sanpaolo ordinary shares traded in August 2026 (40,068,666 shares), i.e. 10,017 ,166 shares .
Details of share purchases are summarised in the table s below.
As the share buyback programme relating to plans of assignment, free of charge, of Intesa Sanpaolo ordinary shares to employees was completed on 7 September 202 6, the purchases of own shares in execution of the buyback programme disclosed to the market on 2 9 June 2026 and launched on 6 July 2026 can be resumed from 9 September 202 6.
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(3) Based on the 17,413,389,613 ordinary shares without nominal value composing the share capital of 10,368,870,930.08 euro before the execution, on 12 May 2026 , of the share capital increase under the 2022 -2025 Performance Share Plan Long -term Incentive Plan, as well as the execution, on 30 June 2026, of the share capital increases under the 2026 -2029 LECOIP Long -term Incentive Plan.
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3 Summary of purchases of Intesa Sanpaolo ordinary shares by the Intesa Sanpaolo Group executed on 7 September 2026
DATE NUMBER OF
SHARES
PURCHASED AVERAGE
PURCHASE
PRICE (€) AMOUNT (€)
Total of 7 September 2026 9,552,517 6.7375 64,360,209.01
Summary of purchases of Intesa Sanpaolo ordinary shares by the Intesa Sanpaolo Group executed on 7 September 2026
COMPANY NUMBER OF
SHARES
PURCHASED AVERAGE
PURCHASE
PRICE (€) AMOUNT (€)
INTESA SANPAOLO PRIVATE BANKING 1,368,111 6.7375 9,217,647.86
INTESA SANPAOLO ASSICURAZIONI 657,167 6.7377 4,427,794.10
INTESA SANPAOLO PROTEZIONE 148,910 6.7376 1,003,296.02
FIDEURAM – INTESA SANPAOLO PRIVATE BANKING 5,565,003 6.7375 37,494,207.71
FIDEURAM VITA 87,027 6.7375 586,344.41
BANCA INTESA BEOGRAD 129,178 6.7375 870,336.78
BANK OF ALEXANDRIA 67,945 6.7374 457,772.64
CIB BANK 162,255 6.7375 1,093,193.06
INTESA SANPAOLO BANK ROMANIA 75,518 6.7373 508,787.42
INTESA SANPAOLO BANKA BOSNA I HERC EGOVINA 19,711 6.7375 132,802.86
PRIVREDNA BANKA ZAGREB 37,102 6.7375 249,974.73
VUB BANKA 30,494 6.7375 205,453.33
ISYBANK 22,648 6.7375 152,590.90
INTESA SANPAOLO INNOVATION CENTER 36,202 6.7375 243,910.98
INTESA SANPAOLO BANK LUXEMBOURG 93,804 6.7375 632,004.45
SIREF FIDUCIARIA 43,513 6.7375 293,168.84
INTESA SANPAOLO BANK (SLOVENIA) 53,223 6.7376 358,595.28
INTESA SANPAOLO INTERNATIONAL VALUE SERVICES 33,527 6.7375 225,888.16
INTESA SANPAOLO INSURANCE AGENCY 16,763 6.7375 112,940.71
PRESTITALIA 45,297 6.7374 305,184.01
PBZ CARD 13,097 6.7374 88,239.73
INSALUTE SERVIZI 74,544 6.7375 502,240.20
INTESA SANPAOLO WEALTH MANAGEMENT LUXEMBOURG 730,641 6.7375 4,922,693.74
INTESA SANPAOLO HOLDING INTERNATIONAL 17,476 6.7375 117,744.55
EXELIA 5,350 6.7375 36,045.63
EXETRA 18,011 6.7376 121,350.91
Total 9,552,517 6.7375 64,360,209.01
Fine Comunicato n.0033-216-2026 Numero di Pagine: 5