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Results announcement of UniCredit S.p.A. tender offer for one series of Notes
PRESS RELEASE
21 May 2026
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PRESS RELEASE
Results announcement of UniCredit S.p.A. tender offer for one series of Notes
Milan, 21 May 2026 – UniCredit S.p.A. (the Offeror) announces the results of the invitation to holders of its €1,250,000,000 Fixed Rate Resettable Tier 2 Subordinated Callable Notes due 15 January 2032 (ISIN: XS2101558307) (the Notes) issued by the Offeror, to tender any and all of their Notes for purchase by the Offeror for cash (the Offer).
The Offer was launched on 12 May 2026 and was made on the terms and subject to the conditions set out in the tender offer memorandum dated 12 May 2026 (the Tender Offer Memorandum). Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum, which is available, subject to eligibility and registration on the offer website (the Offer Website): https://deals.is.kroll.com/unicredit.
The Offeror hereby announces that it will accept for purchase all validly tendered Notes and that the Acceptance Amount is equal to €663,723,000. A summary of the results is set out below:
Fitch upgrades UniCredit SpA’s deposit rating to A+ and takes positive rating actions on UniCredit Bank GmbH
PRESS RELEASE
12 May 2026
PRICE SENSITIVE
Fitch Ratings has upgraded UniCredit SpA’s Long-Term Deposit Rating from ‘A’ to ‘A+’ to reflect the view of increased depositor protection on the back of the new bank rating criteria adopted. Deposits are now rated three notches above the Italian sovereign.
The Long-Term Issuer Default Rating has been affirmed at ‘A-’, while outlook remains Stable.
The rating agency has also taken positive rating actions on our German subsidiary, and it now fully recognizes the structural protection provided by internal MREL instruments from the parent company.
UniCredit Bank GmbH’s Long-Term Issuer Default Rating has been upgraded from ‘A-’ to ‘A’, the Short-Term Issuer Default Rating has been upgraded from ‘F2’ to ‘F1’, while the Long-Term Deposit Rating has been upgraded from ‘A’ to ‘A+’.
For further details please refer to Fitch Ratings’ corresponding press release on the website of the rating agency: www.fitchratings.com
Milan, 12 May 2026
Contacts
Media Relations: e-mail MediaRelations@unicredit.eu
Investor Relations: e-mail InvestorRelations@unicredit.eu
Today, UniCredit S.p.A. (issuer rating A3/ A-/ A-) successfully issued a Tier 2 subordinated bond with a 10-year maturity, callable after 5 years, targeted at institutional investors. The amount issued is equal to EUR 1.25 billion.
This is the first Tier 2 issuance in 2026 paying a fixed coupon of 4.231% until May 2031 and with an issue price of 100%. If the issuer does not call the bonds after 5 years, the coupon for the subsequent period until maturity will be reset based on the applicable 5-year swap rate, plus the initial spread.
Given the strong market feedback and the sizeable order book, the guidance which was initially set at 160 bps area over mid-swap, was revised downwards and set at 130 bps.
The transaction had very strong demand from more than 150 institutional investors, with an orderbook of over EUR 2.9 billion. The final allocation has been mainly in favor of funds (79%), with the following geographical distribution: France (29%), UK (24%) and Germany/Austria (14%).
UniCredit Bank GmbH acted as sole Global Coordinator and as Joint Bookrunner together with Barclays, BBVA, JP Morgan, Mediobanca, SocGen and Toronto Dominion.
The bond, documented under the issuer's Euro Medium Term Notes Program, is part of the funding plan for 2026 and will be included in UniCredit's Tier 2 regulatory capital, contributing to the Total Capital Ratio.
Considering the subordinated status, the expected ratings are as follows: Baa3 (Moody’s) / BBB- (S&P) / BBB (Fitch).
Listing will be on the Luxembourg Stock Exchange.
Milan, 12 May 2026
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
UniCredit announces a tender offer for one series of Notes and the issue of new Euro-denominated Tier 2 Fixed Rate Subordinated Callable Notes
PRESS RELEASE
12 May 2026
PRICE SENSITIVE
UniCredit S.p.A. (“UCI” or the “Offeror”) announces:
1. a cash tender offer (the “Offer”) for any and all of its “Euro 1,250,000,000 Fixed Rate Resettable Tier 2 Subordinated Callable Notes due 15 January 2032” (ISIN: XS2101558307)” (the “Notes”); and
2. its intention to issue, subject to market conditions, a series of new euro-denominated Fixed Rate Resettable Tier 2 Subordinated Callable notes (the "New Notes") under its Euro Medium Term Note Programme, to institutional investors in Italy and abroad (excluding the United States of America, pursuant to Regulation S of the United States Securities Act of 1933, as amended), in accordance with applicable laws and regulations. Application will be made for the New Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange.
The Offer and the New Notes issuance are part of the Offeror’s proactive management of its financing structure.
Whether the Offeror will accept for purchase any Notes validly tendered in the Offer is conditional, without limitation, on the successful completion (in the sole determination of the Offeror) of the issuance of the New Notes (the "New Financing Condition"). The Offeror, in its sole discretion, may waive the New Financing Condition and may refuse to purchase the Notes under the Offer even if the New Financing Condition has been fulfilled.
Holders of the Notes are urged to carefully read the Tender Offer Memorandum for all details and information on the procedures for participating in the Offer, including any amendments or supplements thereto. The launch announcement in respect of the Offer and any other announcements made in connection therewith will be published on the website of the Luxembourg Stock Exchange (https://www.luxse.com).
Details of the Notes and summary of the Offer
UniCredit signs non-binding agreement to divest part of its activities in Russia, refocusing its operations mainly around international payments
PRESS RELEASE
07 May 2026
PRICE SENSITIVE
UniCredit today announces the signing of a non-binding agreement term-sheet for the sale of part of its Russian subsidiary (“AO Bank”).
The Buyer is a well-established private investor in the United Arab Emirates with long standing ties to the local institutional and business community, in respect of which UniCredit performed the applicable compliance checks.
The parties will cooperate to finalise the transaction structure, related arrangements, and communication to the market in due course.
The agreement accelerates UniCredit’s refocusing of its operations in Russia mainly around international payments primarily in Euros and USD for Western and Russian non-sanctioned corporate clients.
The transition has been structured and shall be executed to ensure continuity and stability for clients and employees. Customers utilizing UniCredit’s payment solutions to and from Russia will maintain access to the current set of operations throughout the process.
Employees of AO Bank will benefit from the accelerated transition leading to two banks with clear strategies and objectives.
The transaction envisages the spin-off of part of the activities of AO Bank into a new separate entity (the “New Bank”) followed by the sale of AO Bank with its remaining activities (the “Remaining Bank”) to the Buyer. Upon completion of the transaction, UniCredit will own 100% of the New Bank and the Buyer 100% of the Remaining Bank.
The transaction is expected to have an overall capital benefit of around 35 basis points: a negative impact of c.20 to 25 basis points by closing more than offset by the reduction of the residual extreme loss to c.30 to 40 basis points from c.93 basis points, as of 1Q26 and excluding regulatory thresholds.
The transaction is also expected to generate a cumulative negative P&L impact of c. €3.0 to 3.3 billion which includes, inter alia, a negative €1.6 to 1.8 billion from existing FX reserve flowing through P&L (non-cash item with no capital impact).
The transaction closing is expected in the first half of 2027 and is subject to the signing of binding documentation, implementation of the spin-off and approvals of the relevant regulatory authorities.
The transaction will not affect shareholder distribution as its impact will be excluded from net profit definition for distribution purposes.
The transaction will not affect UniCredit Unlimited 2028 - 2030 net profit ambitions as any headwinds incremental to what is already embedded in our assumptions will be compensated.
Milan, 7 May 2026
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu