Commentary & Deal Flow

Launched: 8NC7: €1.25bn @ MS+88bp - Books over €4.2bn (excl. JLMs, pre-rec)
Book Update: Books over €3bn (excl JLMs)
IPTs: 8NC7: MS+120bp area

• Issuer: Intesa Sanpaolo S.p.A.
• LEI Code: 2W8N8UU78PMDQKZENC08
• Issuer Rating: A3 (Stable) / BBB+ (Positive) / A- (Stable) / AL (Stable) (Moody’s / S&P / Fitch / DBRS)
• Expected Issue Rating: Baa2 / BBB / BBB+ / BBBH (Moody’s / S&P / Fitch / DBRS)
• Status of the Notes: Direct, unconditional, unsubordinated, unsecured and non-preferred obligations ranking (i) junior to Senior Preferred Notes and any other unsecured and unsubordinated obligations of Intesa Sanpaolo which rank, or are expressed to rank by their terms and/or by provision of law, senior to the Senior Non-Preferred Notes, including claims arising from the excluded liabilities within the meaning of Article 72a(2) of the CRR; (ii) pari passu without any preferences among themselves, and with all other present or future obligations of Intesa Sanpaolo which do not rank or are not expressed by their terms to rank junior or senior to the relevant Senior Non-Preferred Notes; and (iii) in priority to any subordinated instruments and to the claims of shareholders of Intesa Sanpaolo, pursuant to Article 91, section 1-bis, letter c-bis of the Consolidated Banking Act, as amended from time to time, and any relevant implementing regulation which may be enacted for such purposes by any Relevant Authority, as described in Condition 4(b) (Status - Senior Non-Preferred Notes issued by Intesa Sanpaolo) of the Terms and Conditions of the Dematerialised Notes
• Format: 8-year (callable in year 7), Regulation S, Dematerialised
• Nominal Amount: €1.25bn
• Pricing Date: 15-Jun-26
• Settlement Date: 22-Jun-26 (T+5)
• Maturity Date: 22-Jun-34
• Optional Redemption Date: 22-Jun-33
• Call Option: The Notes may be redeemed at the option of the Issuer in whole or in part on the Optional Redemption Date at par, subject to certain conditions, including prior permission of the Relevant Authority
• Redemption: 100% of the nominal value
• Coupon: [•]% p.a. payable annually in arrear up to and including the Optional Redemption Date. If not redeemed on the Optional Redemption Date, Reset Coupon payable quarterly until the Maturity Date
• Reset Coupon: If not redeemed on the Optional Redemption Date, coupon resets to prevailing 3 months Euribor + Re-offer Spread (no step-up)
• Interest Payment Dates: Every 22 June in each year starting from 22-Jun-27, and if not redeemed on the Optional Redemption Date will switch to quarterly in respect of the Interest Periods from the Optional Redemption Date to the Maturity Date
• Business Day Convention and Day Count Fraction: Fixed rate: Following (unadjusted); Actual/Actual (ICMA); FRN: Following; Actual/360
• Business Days: T2
• Stabilisation: Relevant stabilisation regulations will apply
• Stabilisation Manager: IMI-Intesa Sanpaolo
• Issuer Call due to MREL Disqualification Event: Redeemable at any time at the option of the Issuer at par upon a MREL Disqualification Event, in whole but not in part, subject to certain conditions set out in the Terms and Conditions of the Terms and Conditions of the Dematerialised Notes (including prior permission of the Relevant Authority). Condition 9(g) of the Terms and Conditions of the Dematerialised Notes
• Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, (up to and including the Optional Redemption Date at any time, or if not redeemed on the Optional Redemption Date, in respect of the Interest Periods from the Optional Redemption Date to the Maturity Date, on any Interest Payment Date) for tax reasons (obligation to pay additional amounts as a result of change or amendment to tax legislation) as defined in Condition 9(b) of the Terms and Conditions of the Dematerialised Notes, subject to certain conditions, including prior permission of the Relevant Authority
• Variation: Upon a MREL Disqualification Event, an Alignment Event and/or to ensure the effectiveness and enforceability of Condition 20 (Acknowledgment of the Italian Bail-in Power) of the Terms and Conditions of the Dematerialised Notes, the Issuer may at any time vary the terms of the Notes so that they remain or, as appropriate, become Qualifying Senior Non-Preferred Notes, subject to certain conditions (including receipt of the consent from the Relevant Authority), as outlined in Condition 15(e) of the Terms and Conditions of the Dematerialised Notes
• Events of Default: No Event of Default for the Notes shall occur other than in the context of an insolvency or liquidation in respect of the Issuer
• Clean-up Call Option: Applicable. If 75 per cent. of the initial aggregate principal amount of the Notes have been redeemed or purchased by, or on behalf of, the Issuer and cancelled, the Issuer may, at its option redeem the outstanding Notes, in whole but not in part, at the Clean-Up Redemption Amount, subject to certain conditions, including prior permission of the Relevant Authority. Condition 9(h) of the Terms and Conditions of the Dematerialised Notes
• Clean-Up Redemption Amount: 100%
• Waiver of Set-Off: Each holder of a Note unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdiction in respect of such Note (Condition 4(b) of the Terms and Conditions of the Dematerialised Notes)
• Bail-in Acknowledgment: Acknowledgement of the Italian Bail-in Power (Condition 20 of the Terms and Conditions of the Dematerialised Notes)
• Documentation: Intesa Sanpaolo €70,000,000,000 Euro Medium Term Note Programme dated 04-Dec-25, as supplemented on 04-Feb-26 and 09-Jun-26
• Governing Law: Italian Law
• Selling Restrictions: As per Base Prospectus (RegS, TEFRA not applicable. No communications with or into the U.S.; no sales into Canada)
• Denominations: EUR 150,000 and integral multiples of Euro 1,000 in excess thereof
• Settlement: Euronext Milan (Monte Titoli)
• Target Market: Manufacturer target market (MiFID II product governance and UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EU or UK PRIIPs Key Information Document (KID) or UK CCI product summary has been prepared as not available to retail in the EEA or in the UK
• Listing: Luxembourg Stock Exchange Regulated Market
• Use of Proceeds: An amount equal to the net proceeds of the notes will be allocated to finance and/or refinance Eligible Green Assets in line with the eligibility criteria defined within Intesa Sanpaolo’s Green, Social & Sustainability Bond Framework dated June 2022
• ISIN: IT0005717589
• Joint Bookrunners: BBVA, IMI-Intesa Sanpaolo (B&D), JP Morgan, Natixis, Raiffeisen Bank International, Santander, UniCredit
• Schedule: Books to go subject 13:00 CET/12:00 UKT