Book size: 2100; First Pay: 2026-08-17; Redemption: 2032-02-17; Registration: Reg S Only; Comments: EUR750m PNC6 cpn fxd-rate-reset 5.50% at 100. Tax Call: Yes. Regulatory Call: Yes. LEI: 2W8N8UU78PMDQKZENC08;
Book size: 1850; First Pay: 2026-08-17; Redemption: 2036-02-17; Registration: Reg S Only; Comments: EUR500m PNC10 cpn fxd-rate-reset 5.875% at 100. Tax Call: Yes. Regulatory Call: Yes. LEI: 2W8N8UU78PMDQKZENC08;
Deal Comments
Reoffer: PerpNC6: 5.500% PerpNC10: 5.875%
Timing: PerpNC6: TOE 16.34 CET, FTT 17.00 CET PerpNC10: TOE 16.36 CET, FTT 17.00 CET
Tranche 1 (PerpNC6): Final Books €2.1bn+. Peak book €3.4bn+ (pre-rec).
Tranche 2 (PerpNC10): Final Books €1.85bn+. Peak book €3.2bn+ (pre-rec).
Launched:
PerpNC6: €750m @ 5.500% - Books €3.4bn+ (pre-rec)
PerpNC10: €500m @ 5.875% - Books €3.2bn+ (pre-rec)
Book Update: Combined books €5bn+
IPTs: PerpNC6: 5.875%-5.950% PerpNC10: 6.375%a
Issuer: Intesa Sanpaolo S.p.A. (ISPIM)
Issuer LEI: 2W8N8UU78PMDQKZENC08
Notes: Additional Tier 1 EUR Notes
Issuer Ratings: A3/BBB+/A-/AL (Moody's/S&P/Fitch/DBRS)
Expected Issue Ratings: Ba2/BB/BB+/BBH (Moody's/S&P/Fitch/DBRS)
Form: RegS Only Bearer, NGN
Format: Bearer, NGN, Tefra D
Status of the Notes / Ranking: Unsecured, subordinated obligations of the Issuer that will rank pari passu without any preference among the Notes and:
(A) for so long as the Notes qualify, in whole or in part, as Additional Tier 1 Capital: (i) at least pari passu with Parity Securities; (ii) in priority to Junior Securities; and (iii) junior to depositors of the Issuer, unsubordinated creditors and Subordinated Indebtedness (other than Parity Securities and Junior Securities)
(B) if the Notes cease to qualify in their entirety as Additional Tier 1 Capital and for so long as they qualify, in whole or in part, as Tier 2 Capital: (i) pari passu with Tier 2 Capital; (ii) in priority to Junior Securities and any Additional Tier 1 Capital; (iii) junior to depositors of the Issuer, unsubordinated creditors and Subordinated Indebtedness which rank senior to the Tier 2 Capital
(C) if the Notes do not qualify in their entirety as Additional Tier 1 Capital and Tier 2 Capital: (i) at least pari passu with any other subordinated instruments that have ceased to qualify, in their entirety, as own fund items and Subordinated Indebtedness with such ranking; (ii) in priority to Junior Securities and any other own fund items; (iii) junior to depositors of the Issuer, unsubordinated creditors and Subordinated Indebtedness which rank senior to subordinated instruments that have ceased to qualify, in their entirety, as own fund items
Structure:
Perp-NC6
Perp-NC10
Issue size:
PerpNC6: €750m
PerpNC10: €500m
First Reset Date:
PerpNC6: 17-Feb-32
PerpNC10: 17-Feb-36
Maturity: Perpetual (maturity linked to corporate duration of Intesa Sanpaolo S.p.A.)
Pricing Date: 10-Feb-26
Settlement Date: 17-Feb-26 (T+5)
Optional Redemption Date: The Notes may be redeemed, in whole but not in part, at the option of the Issuer on (i) the First Reset Date and (ii) any Interest Payment Date thereafter, at their Outstanding Principal Amount, and subject to the prior approval of the Relevant Authority and satisfaction of the conditions to redemption
Coupon:
PerpNC6: Fixed rate of 5.500% per annum, payable semi-annually, until the First Reset Date and thereafter reset every 5 years to the aggregate of the Margin plus the then 5-year Mid-Swap Rate, calculated on an annual basis and then converted to a semi-annual rate
PerpNC10: Fixed rate of 5.875% per annum, payable semi-annually, until the First Reset Date and thereafter reset every 5 years to the aggregate of the Margin plus the then 5-year Mid-Swap Rate, calculated on an annual basis and then converted to a semi-annual rate
Margin:
PerpNC6: 302.8 bps p.a. (no step up)
PerpNC10: 314.4 bps p.a. (no step up)
Interest Payment Dates: 17 February and 17 August in each year, commencing on 17-Aug-26
Discretionary Interest Payments: Interest on the Notes will be due and payable only at the sole discretion of the Issuer, and the Issuer shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) for an unlimited period and on a non-cumulative basis any interest payment that would otherwise be payable on any Interest Payment Date
Restriction on Interest Payments: Interest payments will be cancelled in full or in part as applicable (i) upon insufficient Distributable Items of the Issuer, (ii) if, when aggregated with other relevant distributions, would cause the Maximum Distributable Amount then applicable to the Issuer or the Group to be exceeded or (iii) if required by the Relevant Authority
Day Count Fraction: Actual/Actual ICMA
Stabilisation: FCA / ICMA
Business Days Convention: T2 / London
Use of Proceeds: General Funding Purposes and Regulatory Capital Purposes of the Group.
Early Redemption Events: Callable at their Outstanding Principal Amount together with accrued interest (i) in whole or in part upon a Tax Event (loss of tax deductibility and payment of additional amounts), (ii) in whole or in part if at least 75% of the initial aggregate principal amount of the Notes has been purchased by, or on behalf of, the Issuer and cancelled (Clean-up Call) or (iii) in whole but not in part upon a Regulatory Event (exclusion in whole or in part from Additional Tier 1 Capital of the Issuer and/or the Group or reclassification as a lower quality form of Own Funds), subject to the prior approval of the Relevant Authority and satisfaction of the conditions to redemption
Trigger Event: If, at any time, the transitional CET1 Ratio of the Issuer on a solo basis, or the Group on a consolidated basis is less than 5.125 per cent or the then minimum trigger event ratio for loss absorption applicable to Additional Tier 1 Capital instruments specified in the Applicable Banking Regulations
Write-Down upon Trigger Event: If a Trigger Event has occurred at any time, then the Issuer shall write down the Outstanding Principal Amount of each Note, on a pro rata basis with the write-down or conversion of other Loss Absorbing Instruments, by the relevant Write-Down Amount
Write-up: Following a positive Net Income and positive Consolidated Net Income, the Issuer may at its discretion reinstate and write-up the Outstanding Principal Amount in whole or in part, pro rata with other Equal Trigger Temporary Written Down Instruments and subject to compliance with the reinstatement limit pursuant to Applicable Banking Regulations
Waiver of Set-Off: Any right of set-off is waived. Each holder of a Note or a Coupon unconditionally and irrevocably waives any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of such Note or Coupon.
Acknowledgement of the Italian Bail-In Power: Each holder acknowledges, accepts, consents to and agrees to be bound by (a) the effects of the exercise of the Italian Bail-in Power by the Relevant Authority, and (b) the variation of the Conditions, as deemed necessary by the Relevant Authority, to give effect to the exercise of the Italian Bail-in Power by the Relevant Authority
Events of Default: The Events of Default, being events upon the occurrence of which the Notes shall become immediately due and payable, are limited to circumstances in which the Issuer becomes subject to compulsory winding-up (Liquidazione Coatta Amministrativa) pursuant to Articles 80 and following of Italian Legislative Decree number 385 of 1 September 1993, as amended and supplemented from time to time (the “Italian Banking Act”) or voluntary winding-up (Liquidazione Volontaria) in accordance with Article 96-quinquies of the Italian Banking Act, otherwise than for the purposes of an Approved Reorganization or on terms previously approved by the Noteholders, as set out in Condition 11 (Enforcement Event)
Modification: The Issuer may – without the consent of the Noteholders - vary the terms of the Notes so that they remain or become Qualifying Securities upon a Tax Event, an Alignment Event or a Regulatory Event or in order to ensure the effectiveness and enforceability of Condition 21 (Acknowledgement of the Italian Bail-in Power), subject to prior approval of the Relevant Authority (if required) and certain conditions such as, other than in respect of the effectiveness and enforceability of Condition 21 (Acknowledgement of the Italian Bail-in Power), the terms being not materially less favourable to Noteholders
Alignment Event: A change in or amendment to the Applicable Banking Regulations or interpretation thereof, such that the Issuer would be able to issue a capital instrument qualifying as Additional Tier 1 Capital with materially different provisions, in the reasonable opinion of the Issuer
Documentation: Standalone. Preliminary Prospectus dated 10-Feb-26. Final Standalone Prospectus to be approved by the CSSF prior to issuance. The final Prospectus relating to the Notes, when available, will be published on https://www.luxse.com
Distribution: The Notes have not been, nor will they be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act
Selling Restrictions: EU (only PR exempt offering), UK, US Regulation S (no communications with or into the U.S.), no sales into Canada; see further the Preliminary Prospectus dated 10-Feb-26
Listing: Luxembourg Stock Exchange’s Regulated Market, Professional Segment
Clearing Systems: Clearstream and Euroclear
ISIN Code:
PerpNC6: XS3298382931
PerpNC10: XS3298383319
Governing Law: Italian Law
Min Denomination: €200,000 and integral multiples of €1,000 in excess thereof, up to (and including) €399,000
Joint Lead Managers: BBVA, Barclays, BofA Securities, Goldman Sachs International, IMI-Intesa Sanpaolo (B&D), JP Morgan, Morgan Stanley, UBS
EU MiFID II and UK MiFIR Target Market / EU and UK PRIIPs: Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No sales to retail clients (as defined in COBS 3.4) in the UK. No EU PRIIPs or UK PRIIPs key information document has been prepared as not available to retail in EEA or the UK
Timing:
PerpNC6: Priced, TOE 16.34 CET, FTT 17.00 CET
PerpNC10: Priced, TOE 16.36 CET, FTT 17.00 CET
Use of Proceeds
General Funding Purposes and Regulatory Capital Purposes of the Group