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 incentive 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.

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 purchase 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. Pursuant 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 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 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 tables 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 2026, the purchases of own shares in execution of the buyback programme disclosed to the market on 29 June 2026 and launched on 6 July 2026 can be resumed from 9 September 2026.

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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.

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 HERCEGOVINA	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

 

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