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Bper Banca

Earnings Release Nov 6, 2025

4395_rns_2025-11-06_5e40f03c-b69d-46ae-a624-85c3ab8aac5e.pdf

Earnings Release

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Data/Ora Ricezione : 6 Novembre 2025 07:00:03

Oggetto : Consolidated results as at 30 September 2025

Testo del comunicato

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PRESS RELEASE

CONSOLIDATED RESULTS AS AT 30 SEPTEMBER 2025

DISTRIBUTION OF AN INTERIM DIVIDEND FOR THE YEAR 2025 OF €0.10 PER SHARE

NET PROFIT FOR THE PERIOD AT €1,478.6 M

CORE REVENUES1 AT €4,414.0 M THANKS TO THE CONTRIBUTION OF €2,704.3 M IN NET INTEREST INCOME AND €1,709.7 M IN NET COMMISSION INCOME. TFAs AT €414.0 BN

COST/INCOME RATIO AT 46.0% IN THE FIRST 9 MONTHS

ANNUALISED COST OF RISK AT 24 BPS

NET LOANS TO CUSTOMERS AT €125.9 BN WITH NEW LOAN ORIGINATIONS AT AROUND €20 BN

HIGH CREDIT QUALITY WITH GROSS NPE RATIO2 AT 2.3% AND NET AT 1.2%

SOUND CAPITAL POSITION WITH CET1 RATIO3 AT 15.1% SOUND LIQUIDITY POSITION WITH LCR AT 165%4 AND NSFR AT 132%5

EPS6 OF €0.961 AS AT 30 SEPTEMBER 2025

PREPARATORY ACTIVITIES IN FULL SWING FOR THE INTEGRATION OF BPER AND BANCA POPOLARE DI SONDRIO, WITH MERGER TO BE COMPLETED BY THE SECOND HALF OF APRIL 2026

BPER RESULTS7 AS AT 30 SEPTEMBER 2025

NET PROFIT FOR THE PERIOD OF €1,328.4 M (+19.6% 9M/9M8,9 )

CORE REVENUES STABLE AT €4,025.3 M THANKS TO THE INCREASE IN NET COMMISSION INCOME (€1,592.5 M; +6.0% 9M/9M), OFFSETTING LOWER NET INTEREST INCOME (€2,432.8 M; -3.6% 9M/9M)

9M/9M NET COMMISSION INCOME GROWTH DRIVEN BY FEES ON ASSETS UNDER MANAGEMENT (+11.3% 9M/9M) AND BANCASSURANCE (+16.3% 9M/9M), CONFIRMING THE STRATEGY OF STRONG GROWTH IN ASSET GATHERING WITH TFAs AT €319.5 BN (+5.3% Y/Y)

NET LOANS TO CUSTOMERS AT €91.7 BN (+3.2% Y/Y) NEW LOAN ORIGINATIONS AT €14.7 BN (+20.0% 9M/9M)

COST/INCOME RATIO DOWN TO 46.8% (-272 BPS 9M/9M10)

ANNUALISED COST OF RISK AT 34 BPS

9M STRONG ORGANIC CAPITAL GENERATION OF €1.7 BN (272 BPS)

Modena – 6 November 2025. At its meeting yesterday afternoon, 5 November 2025, the Board of Directors of BPER Banca (the "Bank"), chaired by Fabio Cerchiai, examined and approved the Bank separate and Group consolidated results as at 30 September 2025.

"The results we delivered thanks to the contribution of all our colleagues are very positive and confirm a steady growth trend, quarter after quarter. These figures demonstrate the concreteness of our work alongside our customers, to whom we have provided around €20 billion of new lending, continuously increasing compared to the first nine months of 2024, and always with a high focus on credit quality", Gianni Franco Papa, BPER Group CEO commented. "For the first time, we have presented to the market a consolidated view including Banca Popolare di Sondrio. It highlights revenues growth, continuous improvement in operational efficiency and excellent commercial dynamics, driven by commissions in Wealth Management and Bancassurance, in line with our strategy of strong development in asset gathering. After the successful completion of the Public Purchase and Exchange Offer on Banca Popolare

di Sondrio, 23 workstreams have been launched and are progressing at full speed in view of the merger. A new shared path has begun, which leverages on two banks merging their long history, deep roots, strong territorial focus and customer proximity, and will enable us to exploit all synergies and enhance mutual best practices. While we remain focused on our commitments to the market, we are already seeing the first signs that allow us to look forward with confidence and determination to the next chapter in our growth, well aware that together we are and will always be stronger."

********************

9M25 Consolidated Income Statement and Balance Sheet

It is noted that the Banca Popolare di Sondrio Group has been consolidated line by line in the BPER Banca Group's income statement since 1 July 2025.

Consolidated Income Statement:

  • Net interest income totalled €2,704.3 m.
  • Net commission income amounted to €1,709.7 m.
  • Dividends collected amounted to €54.2 m.
  • Net income from financial activities amounted to a positive €57.6 m.
  • Total operating income amounted to €4,646.3 m.
  • Operating costs amounted to €2,135.7 m and the cost/income ratio was 46.0% as at 30 September 2025.
  • The annualised cost of risk settled at 24 bps with impairment losses on financial assets at amortised cost relating to loans to customers amounting to €227.7 m.
  • Profit for the period before tax amounted to a positive €2,250.6 m.
  • Profit for the period, after tax amounting to €722.0 m, totalled €1,478.6 m.

Consolidated Balance Sheet:

  • Total financial assets stood at €414.0 bn.
  • Direct deposits from customers11 totalled €165.8 bn. Assets under management amounted to €81.1 bn; assets under custody totalled €143.4 bn; life insurance policies totalled €23.8 bn.
  • Net loans to customers amounted to €125.9 bn.
  • The share of gross non-performing loans to customers (gross NPE ratio) was 2.3%, while the share of net non-performing loans (net NPE ratio) was 1.2%.
  • With reference to the individual components of net NPLs, net bad loans amounted to €0.2 bn with coverage of 68.5%; net UTP loans amounted to €1.1 bn with coverage of 44.7%; net past due loans amounted to €0.1 bn with coverage of 32.0%. Performing loans coverage settled at 0.69%. In particular, Stage 2 loans coverage was 5.1%.
  • The loan to deposit ratio stood at 76.0%.
  • Financial assets totalled €45.0 bn. Within the aggregate, debt securities amounted to €42.6 bn

with a duration of 2.0 years and included €20.8 bn of Italian government bonds.

  • Total shareholders' equity amounted to €17.1 bn, with minority interests accounting for €1.2 bn. Group consolidated shareholders' equity, including profit for the period, amounted to €16.0 bn.
  • As regards the liquidity position, the Liquidity Coverage Ratio (LCR)12 is 165%, while the Net Stable Funding Ratio (NSFR)13 is 132%.
  • The Minimum Requirement for Own Funds and Eligible Liabilities (MREL) is complied with: at the end of September 2025, calculated on Risk-Weighted Assets, the total MREL ratio was 27.88% and the subordination component was 20.79%.

Consolidated structure highlights as at 30 September 2025

The BPER Banca Group operates across Italy with a network of 2,05114 branches (in addition to the 21 bank branches of Banca Popolare di Sondrio (SUISSE) SA and the Luxembourg head office of BPER Bank Luxembourg SA).

As at 30 September 2025, the headcount15 was 23,129.

Consolidated capital ratios

Reported below are the capital ratios as at 30 September 2025:

  • Common Equity Tier 1 (CET1) ratio of 15.1%16;
  • Tier 1 Ratio of 16.5%17;
  • Total Capital Ratio of 19.0%18 .

9M25 BPER Income Statement

Net interest income stood at €2,432.8 m, down 3.6% 9M/9M, a better-than-expected result. As compared to the second quarter of 2025, the 0.9% decrease recorded in the third quarter was due to the effect of lower interest rates (-€21.3 m Q/Q), partially offset by the positive commercial dynamics of volumes (+€10.8 m Q/Q) and by the increase in the non-commercial component (+€3.1 m Q/Q).

Net commission income was up to €1,592.5 m (+6.0% 9M/9M), driven by commissions on investment services settling at €688.6 m (+10.3% 9M/9M), bancassurance commissions on non-life insurance at €82.6 m (+16.3% 9M/9M) and commissions on traditional banking at €821.3 m (+1.7% 9M/9M).

Dividends amounted to €52.1 m (+29.0% 9M/9M), of which €11.1 m from the stake held in the Bank of Italy and €21.9 m due to the stake held in Arca Vita. Net income from financial activities amounted to a positive €29.0 m.

Total operating income amounted to €4,216.4 m (+2.1% 9M/9M).

Operating costs amounted to €1,972.8 m (-3.5% 9M/9M19). More specifically:

  • staff costs amounted to €1,218.9 m (-4.9% 9M/9M20) mainly driven by the natural turnover of employees. The aggregate for the third quarter of 2025 amounted to €396.0 m, down 3.2% Q/Q21 and stable Y/Y22 , from the typical cost reduction due to the use of holiday leaves in the quarter;
  • other administrative expenses were down to €524.0 m (-5.8% 9M/9M). The decrease particularly reflects the general cost reduction trend pursued by the Group;
  • net adjustments to property, plant, equipment and intangible assets amounted to €229.9 m.

The cost/income ratio was down to 46.8% 9M/9M as at 30 September 2025. In 3Q25, it amounted to 47.3%.

The annualised cost of risk settled at 34 bps with impairment losses on financial assets at amortised cost relating to loans to customers amounting to €230.8 m (-11.1% 9M/9M). Total cumulative overlays amounted to €146.6 m as at 30 September 2025 after a reallocation of €67.2 m Q/Q between provisioning categories, keeping performing coverage ratio stable at 0.63%.

Gains on investments amounted to €1.5 m.

After deducting income tax, totalling €640.3 m and profit for the period pertaining to minority interests amounting to €26.0 m, profit for the period pertaining to the Parent Company totalled €1,328.4 m (+19.6% 9M/9M23), the best result ever, also thanks to 3Q net profit.

9M25 BPER Balance Sheet

Unless otherwise specified, percentage changes refer to figures being compared with data as at 31/12/2024.

Total financial assets stood at €319.5 bn, up 5.3% Y/Y.

Direct deposits from customers24 totalled €120.7 bn, up €4.1 bn Y/Y thanks to the Bank's attraction of customer liquidity. Assets under management rose to €76.6 bn (+8.2% Y/Y); assets under custody totalled €100.6 bn (+5.9% Y/Y); life insurance policies totalled €21.5 bn (+2.1% Y/Y).

Net loans to customers increased to €91.7 bn (+3.2% Y/Y), thanks to the BPER network commercial effort. New loans to customers were granted for an amount of €14.7 bn in the first nine months of 2025 (+20.0% 9M/9M).

The disciplined approach to non-performing loan management has enabled the Bank to achieve high asset quality standards: the share of non-performing loans to customers has improved Y/Y in terms of both gross NPE ratio at 2.7% and net NPE ratio at 1.2%.

The NPE coverage ratio rose to 56.3% Q/Q – among the highest levels in Italy – mainly thanks to higher UTP coverage. Stage 2 loan coverage at 5.1%.

Financial assets totalled €31.5 bn (up 13.6% Y/Y).

Key events after the reporting period as at 30 September 2025

Outlook for operations

With reference to the macroeconomic context, the trade deals signed by the United States with the European Union and other trading partners are setting out a new framework for trade relations. The situation is still unfolding and the uncertainty over trade policies continues to weigh on the outlook for the global economy in the medium term. In the second quarter, the slowdown in global trade reflects the sharp decline in American imports, due to the unwinding of frontloading, and the first direct impact of tariffs. According to the projections published in October by the IMF, world GDP will expand by 3.2% in 2025 and by 3.1% in 2026.

In the second quarter of 2025, euro area GDP decelerated sharply due to the fading of the extraordinary boost in US demand that had sustained it in the first quarter. Economic activity grew slightly in the summer months, driven by the still positive contribution of services in contrast to a decrease in industry. According to the projections of ECB25 staff published in September, GDP growth is projected to be 1.2% in 2025, 1.0% in 2026 and 1.3% in 2027. In its July and September meetings, the ECB Governing Council decided to

keep the key interest rates unchanged.

According to the Bank of Italy26, Italian GDP fell slightly in the second quarter of 2025, curbed by the sharp drop in exports when the frontloading of sales to the United States came to an end. Investments instead continued to increase, benefiting from largely more favourable financial conditions, fiscal incentives and other support measures under the National Recovery and Resilience Plan (NRRP). Household spending remained unchanged, reflecting individual households' uncertainties about their own financial situation and the macroeconomy. The Italian economy is estimated to have returned to growth in the third quarter, albeit to a modest extent on the back of activity in services and construction, combined with a subdued decline in industrial production. Household consumption also appeared to be showing signs of recovery in the summer months, driven by improved confidence and resilient labour income. However, uncertainty remains high, leading to cautious consumption decisions and a higher propensity to save. The outlook remains uncertain due to high geopolitical instability and the repercussions of trade tensions.

2025 KPI Guidance update

The Bank has confirmed its guidance for BPER and presented its new consolidated guidance, inclusive of the contribution of the BP Sondrio Group for the financial year 2025 (the "FY25 Guidance").

I BPER excluding BF PSO BPER inc luding BPSO
FY24 9M25 FY25 Guidance vs FY24 9M25 FY25 Guidance
Total Revenues €5.6 bn €4.2 bn ~€5.5 bn €4.6 bn ~€6.4 bn
o.w. Net Inter. Income €3.4 bn €2.4 bn Down mid-single
digit
€2.7 bn
o.w. Net Comm. Income €2.1 bn €1.6 bn Up mid-single
digit
€1.7 bn
Op. Costs (excl. D&As) €2.5 bn (1) €1.7 bn €1.9 bn
Cost/Income 50.3% (1) 46.8% ~50% 46.0% <48% (2)
Cost of Risk (3) 36bps 34bps <40bps 24bps <35bps
Net Profit €1.4 bn (1) €1.3 bn €1.5 bn
RoTE 16.9% (1) 19.8%
CET1 Ratio 15.8% 15.1% (4) >14.5% (5)

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2025 Interim Dividend Approval

At its meeting yesterday, 5 November 2025, the Board of Directors of BPER Banca S.p.A., having ascertained the compliance with the requirements set forth in art. 2433-bis of the Italian Civil Code and on the basis of the Bank's balance sheet as at 30 June 2025, resolved upon the distribution of €0.10 (10 Euro cents) for each ordinary share outstanding, before tax, as interim dividend paid from the profits for financial year 2025.

More specifically, there being no downside deriving from the foreseeable results for the fourth quarter of 2025, nor any prohibitive recommendations by the Regulators, the Board of Directors resolved upon the distribution of a total amount of €196,357,333.50, as resulting from an amount per share of €0.10 for each of the 1,963,573,335 ordinary shares outstanding as at yesterday, 5 November 2025 (there will be no payout for treasury shares held by the Bank in the banking book as at the record date).

It is specified that the amount of interim dividends to be paid out for the treasury shares purchased by the Bank in the period comprised between today and the Record Date will be allocated to the Extraordinary Reserve as set out in the Articles of Association.

The calendar for the interim dividend is reported below:

  • 24 November 2025: ex-dividend date;
  • 25 November 2025: record date;
  • 26 November 2025: payout date.

********************

With reference to the regulatory provisions that were introduced with the amendment to the Consolidated Law on Finance (Legislative Decree no. 25 of 15 February 2016), implementing European Directive 2013/50/EU (Transparency II) and subsequent CONSOB Resolution no. 19770 of 26 October 2016, BPER Banca voluntarily decided, as it did in the past, to publish the Group's Consolidated Interim Report on Operations as at 30 September 2025.

The document will soon be available at the Bank's head office, on the websites of the Bank (www.bper.it and group.bper.it), of Borsa Italiana S.p.A. and in the authorised Emarket Storage system ().

As a complement to the information provided in this press release, attached please find the Group's consolidated Balance Sheet and Income Statement (quarterly breakdown and reclassified) as at 30 September 2025, in addition to a summary of key financial indicators.

********************

The Manager responsible for preparing the Company's financial reports, Giovanni Tincani, declares, pursuant to art. 154-bis, paragraph 2, of Legislative Decree no. 58/1998 (Consolidated Law on Finance), that the accounting information contained in this press release corresponds to the underlying documentary evidence, books and accounting records.

********************

A conference call to illustrate the consolidated results of the BPER Banca Group as at 30 September 2025 will be held today at 10 a.m. (CET).

The conference call, in English, will be hosted by the Chief Executive Officer, Gianni Franco Papa.

To participate in the conference call, please register here, for access details. Registration will add the event to your calendar.

As an alternative, please use the dial-in numbers below according to your location:

ITALY: +39 02 8020911 UK: +44 1 212818004 USA: +1 718 7058796

To connect to the audio webcast, please click on the following link. A set of slides to support the presentation will be made available on the Bank's website group.bper.it in the Investor Relations section, shortly before the start of the conference call.

********************

DISCLAIMER

The content of this press release has a merely informative and forward-looking nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. BPER and its representatives decline all liability (whether for negligence or otherwise) arising in any way from such information and/or for any losses arising from the use or failure to use this document. By accessing these materials, the reader agrees to be bound by the foregoing restrictions.

This document and the information contained herein do not constitute an offer to sell financial instruments or a solicitation of an offer to buy any financial instruments in the United States of America, Australia, Canada, Japan or any other Country in which such offer or solicitation would be subject to authorisation by local authorities or otherwise prohibited by the law.

This press release contains certain forward-looking statements, projections, objectives, estimates and forecasts reflecting the BPER management's current views regarding certain future events. Forwardlooking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words "may," "will," "should," "plan," "expect," "anticipate," "estimate," "believe," "intend," "project," "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding BPER Banca's future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where BPER participates or is seeking to participate.

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forwardlooking statements as a prediction of actual results. The BPER Banca Group's ability to achieve its projected objectives or results is dependent on many factors which are beyond management's control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions.

All forward-looking statements included herein are based on information available to BPER as at the date hereof. BPER undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to BPER or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

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Contacts:

Investor Relations [email protected]

The Manager responsible for preparing the company's financial reports

Media Relations [email protected]

[email protected]

www.bper.itgroup.bper.it

This press release is also available in the Emarket Storage system. This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.

Notes

1 Net interest income plus net commission income.

2 Consolidated results as at 30 September 2025, as stated in the BPER Group's Consolidated Interim Report on Operations as at the same date, were determined by temporarily including in the Group's accounts the business combination arising from the acquisition of control of the Banca Popolare di Sondrio Group ("BP Sondrio Group") (ref. IFRS 3). Although measurement at fair value of the assets and liabilities acquired is still being completed, the NPE ratio was calculated by incorporating the NPE portfolio contributed by the BP Sondrio Group at its net value (i.e. gross NPE exposure net of its impairment provisions) as a temporary estimate of the corresponding fair value.

3 The capital ratios as at 30 September 2025 are to be considered phased-in on the basis of the new prudential supervisory framework in force since 1 January 2025 (Basel IV) and were calculated by including profit for the period for the portion not allocated to dividends, thus simulating, in advance, the effects of the ECB's authorisation to include these profits in Own Funds pursuant to art. 26, para. 2 of the CRR. Pro-forma CET1 ratio at 15.7% was determined excluding the impact of Alba Leasing, due to its temporary nature.

4 Pro-forma LCR at 173% excluding the impact of Alba Leasing.

5 Pro-forma NSFR at 135% excluding the impact of Alba Leasing.

6 As at 30 September 2025, Basic EPS is €0.961 and Diluted EPS is €0.944.

7"BPER" is understood as "like-for-like" in scope, i.e. excluding the contribution of the BP Sondrio Group from the consolidated accounts as at 30 September 2025.

8 In this press release, the 9M/9M percentage change reflects the variation in a figure between the first nine months of 2025 and the first nine months of 2024.

9 The percentage change reflects the 9M/9M comparison between consolidated net profit for the first nine months of 2025 and adjusted consolidated net profit for the first nine months of 2024, which did not include +€150.1 m worth of gains from the disposal of the equity investment in the servicing platform relating to the management and recovery of loans classified as unlikely to pay (UTP) and non-performing (NPL) and -€2.1 m in related tax effect recognised in the first quarter of 2024, and did not include -€173.8 m relating to the workforce optimisation manoeuvre booked in the second quarter of 2024 under Staff costs and +€52.1 m in related tax effect. Please note that contributions to the Banking System funds totalled €109.6 m in the first nine months of 2024, reflecting the contribution to the Deposit Guarantee Scheme.

10 The cost/income ratio comparison takes into consideration that the adjusted operating costs for the first nine months of 2024 did not include -€173.8 m relating to the workforce optimisation manoeuvre booked in the second quarter of 2024 under Staff costs.

11 Includes amounts due to customers, debt securities issued and financial liabilities designated at fair value.

12 See Note 4.

13 See Note 5.

14 The total number of Italian branches includes 494 branches of Banca Popolare di Sondrio.

15 The headcount of 23,129 is to be considered as the sum of 22,800 employees and 329 temporary workers. The headcount includes the 263 employees of Alba Leasing.

16 See Note 3.

17 See Note 3.

18 See Note 3.

19 The percentage change reflects the 9M/9M comparison between operating costs for the first nine months of 2025 and adjusted operating costs for the first nine months of 2024, which did not include -€173.8 m relating to the workforce optimisation manoeuvre booked in the

second quarter of 2024 under Staff costs.

  • 20 The percentage change reflects the 9M/9M comparison between staff costs for the first nine months of 2025 and adjusted staff costs for the first nine months of 2024, which did not include -€173.8 m relating to the workforce optimisation manoeuvre booked in the second quarter of 2024 under Staff costs.
  • 21 In this press release, the Q/Q percentage change reflects the variation in a figure between the third quarter of 2025 and the second quarter of 2025.
  • 22 In this press release, the Y/Y percentage change reflects the variation in a figure between the third quarter of 2025 and the third quarter of 2024.
  • 23 See Note 8 and 9.
  • 24 See Note 11.
  • 25 ECB – Eurosystem staff macroeconomic projections for the euro area countries, September 2025.
  • 26 Banca d'Italia –Economic Bulletin, October 2025.

Reclassified financial statements as at 30 September 2025

For greater clarity in the presentation of the results for the period, the accounting statements envisaged by the 8th update of Bank of Italy Circular no. 262/2005 have been reclassified as follows.

In the balance sheet:

  • debt securities valued at amortised cost (included item 40 "Financial assets measured at amortised cost") have been reclassified under item "Financial assets";
  • loans mandatorily measured at fair value (included in item 20 c) "Financial assets measured at fair value through profit or loss other financial assets mandatorily measured at fair value") have been reclassified to the item "Loans";
  • the item "Other assets" includes items 110 "Tax assets", 120 "Non-current assets and disposal groups classified as held for sale" and 130 "Other assets";
  • the item "Other liabilities" includes items 60 "Tax liabilities", 70 "Liabilities associated with assets classified as held for sale", 80 "Other liabilities", 90 "Employee termination indemnities" and 100 "Provisions for risks and charges".

In the income statement:

  • the item "Net commission income" includes commission on placement of Certificates, allocated for accounting purposes to item 110 "Net income on other financial assets and liabilities measured at fair value through profit or loss" of the accounting statement (Euro 20.2 million at 30 September 2025 and Euro 11.1 million at 30 September 2024);
  • the item "Net income from financial activities" includes items 80, 90, 100 and 110 of the accounting statement, net of commission on placement of Certificates mentioned above;
  • the item "Gains (losses) of equity investments measured under the equity method" includes the Parent Company's share of any gains (losses) of equity investments consolidated under the equity method, allocated to item 250 "Gains (Losses) of equity investments" in the accounting statement;
  • indirect tax recoveries, allocated for accounting purposes to item 230 "Other operating expense/income" have been reclassified as a reduction in the related costs under "Other administrative expenses" (Euro 242.5 million at 30 September 2025 and Euro 227.3 million at 30 September 2024);
  • recoveries of costs of appraisals for new loans, allocated for accounting purposes to item 230 "Other operating expense/income", have been reclassified as a reduction in related costs under "Other administrative expenses" (Euro 12.9 million at 30 September 2025 and Euro 12.0 million at 30 September 2024);
  • Innovation tax credits, allocated for accounting purposes to item 230 "Other operating expense/income", have been reclassified under "Staff costs" (Euro 1.6 million at 30 September 2025) and "Other administrative expenses" (Euro 0.3 million at 30 September 2025);
  • the item "Staff costs" includes costs relating to staff training and refund of expenses against receipts, allocated to item 190 b) "Other administrative expenses" in the accounting statement (Euro 10.9 million at 30 September 2025 and Euro 12.2 million at 30 September 2024);
  • the item "Net adjustments to property, plant, equipment and intangible assets" includes items 210 and 220 of the accounting statement;
  • gross economic effects from the use of provisions for risks and charges set aside in prior periods (former Other operating expense/Reversal of provisions for risks and charges) were directly offset within the same item (item not present at 30 September 2025 and Euro 17 million at 30 September 2024);
  • the item "Gains (Losses) on investments" includes items 250, 260, 270 and 280 of the accounting statement, net of the Parent Company's share of any gains (losses) of equity investments consolidated under the equity method, reclassified as a separate item;
  • the net result of Alba Leasing s.p.a. was reclassified under "Profit (Loss) from discontinued operations, after tax";
  • the item "Contributions to systemic funds" has been shown separately from the specific accounting technical forms to give a better and clearer representation, as well as to have the "Other administrative expenses" better reflect the trend in the Group's operating costs. In particular, at 30 September 2025 there is no amount for the item representing the component allocated for accounting

purposes to "Other administrative expenses", while as at 30 September 2024 the item amounted to Euro 109.6 million mandatory contribution to the DGS (Deposit Guarantee Fund).

Reclassified consolidated balance sheet as at 30 September 2025

(in thousands)
Assets 30.09.2025 31.12.2024 Change % Change
Cash and cash equivalents 10,975,627 7,887,900 3,087,727 39.15
Financial assets 44,966,347 29,040,782 15,925,565 54.84
a) Financial assets held for trading 913,724 664,625 249,099 37.48
c) Other financial assets mandatorily measured at fair value 1,253,408 812,239 441,169 54.32
d) Financial assets measured at fair value through other comprehensive income 7,901,438 5,694,010 2,207,428 38.77
e) Debt securities measured at amortised cost 34,897,777 21,869,908 13,027,869 59.57
- banks 6,212,625 6,137,029 75,596 1.23
- customers 28,685,152 15,732,879 12,952,273 82.33
Loans 128,530,111 91,806,382 36,723,729 40.00
a) Loans to banks 2,215,006 1,544,202 670,804 43.44
b) Loans to customers 125,927,900 90,136,389 35,791,511 39.71
c) Loans mandatorily measured at fair value 387,205 125,791 261,414 207.82
Hedging activities 625,500 649,437 (23,937) -3.69
a) Hedging derivatives 653,093 649,437 3,656 0.56
b) Change in value of macro-hedged financial assets (+/-) (27,593) - (27,593) n.s.
Equity investments 575,482 302,494 272,988 90.25
Property, plant and equipment 3,112,196 2,502,191 610,005 24.38
Intangible assets 1,766,491 710,763 1,055,728 148.53
- of which: goodwill 1,201,876 170,018 1,031,858 606.91
Other assets 14,287,965 7,691,483 6,596,482 85.76
Total assets 204,839,719 140,591,432 64,248,287 45.70
(in thousands)
Liabilities and shareholders' equity 30.09.2025 31.12.2024 Change % Change
Due to banks 8,980,274 5,047,675 3,932,599 77.91
Direct deposits 165,750,492 118,117,555 47,632,937 40.33
a) Due to customers 147,389,176 104,250,319 43,138,857 41.38
b) Debt securities issued 15,021,263 11,155,186 3,866,077 34.66
c) Financial liabilities designated at fair value 3,340,053 2,712,050 628,003 23.16
Financial liabilities held for trading 236,666 224,294 12,372 5.52
Hedging 95,947 144,481 (48,534) -33.59
a) Hedging derivatives 145,900 226,324 (80,424) -35.53
b) Change in value of macro-hedged financial liabilities (+/-) (49,953) (81,843) 31,890 -38.96
Other liabilities 12,636,963 5,493,147 7,143,816 130.05
Minority interests 1,161,247 210,413 950,834 451.89
Shareholders' equity pertaining to the Parent Company 15,978,130 11,353,867 4,624,263 40.73
a) Valuation reserves 264,954 216,411 48,543 22.43
b) Reserves 5,651,151 5,285,033 366,118 6.93
c) Equity instruments 1,057,846 1,115,596 (57,750) -5.18
d) Share premium reserve 4,596,434 1,244,576 3,351,858 269.32
e) Share capital 2,953,384 2,121,637 831,747 39.20
f) Treasury shares (24,200) (32,035) 7,835 -24.46
g) Profit (Loss) for the period 1,478,561 1,402,649 75,912 5.41
Total liabilities and shareholders' equity 204,839,719 140,591,432 64,248,287 45.70

Reclassified consolidated income statement as at 30 September 2025

Items 30.09.2025 30.09.2024 Change (in thousands)
% Change
Net interest income 2,704,287 2,523,225 181,062 7.18
Net commission income 1,709,708 1,502,680 207,028 13.78
Dividends 54,156 40,396 13,760 34.06
Gains (losses) of equity investments measured under the equity method 27,463 2,726 24,737 907.45
Net income from financial activities 57,568 3,447 54,121
Other operating expense/income 93,069 56,596 36,473 64.44
Operating income 4,646,251 4,129,070 517,181 12.53
Staff costs (1,303,145) (1,455,831) 152,686 -10.49
Other administrative expenses (584,525) (556,327) (28,198) 5.07
Net adjustments to property, plant and equipment and intangible assets (248,035) (205,819) (42,216) 20.51
Operating costs (2,135,705) (2,217,977) 82,272 -3.71
Net operating income 2,510,546 1,911,093 599,453 31.37
Net impairment losses to financial assets at amortised cost (228,521) (252,825) 24,304 -9.61
- loans to customers (227,717) (259,672) 31,955 -12.31
- other financial assets (804) 6,847 (7,651) -111.74
Net impairment losses to financial assets at fair value 283 (368) 651 -176.90
Gains (Losses) from contractual modifications without derecognition (3,060) (1,052) (2,008) 190.87
Net impairment losses for credit risk (231,298) (254,245) 22,947 -9.03
Net provisions for risks and charges (30,174) (31,008) 834 -2.69
Gains (Losses) on investments 1,534 152,386 (150,852) -98.99
Profit (Loss) from current operations 2,250,608 1,778,226 472,382 26.56
Contributions to systemic funds - (109,574) 109,574 -100.00
Profit (Loss) before tax 2,250,608 1,668,652 581,956 34.88
Income taxes for the period (722,026) (502,704) (219,322) 43.63
Profit (Loss) from discontinued operations, after tax 5,854 - 5,854 n.s.
Profit (Loss) for the period 1,534,436 1,165,948 368,488 31.60
Profit (Loss) for the period pertaining to minority interests (55,875) (28,913) (26,962) 93.25
Profit (Loss) for the period pertaining to the Parent Company 1,478,561 1,137,035 341,526 30.04

Reclassified consolidated income statement by quarter as at 30 September 2025

(in thousands)
Items 1st 2nd 3rd 1st 2nd 3rd 4th
quarter
2025
quarter
2025
quarter
2025
quarter
2024
quarter
2024
quarter
2024
quarter
2024
Net interest income 811,876 814,142 1,078,269 843,620 838,852 840,753 853,651
Net commission income 541,116 522,368 646,224 498,723 516,015 487,942 555,755
Dividends 3,290 39,733 11,133 4,882 32,211 3,303 1,425
Gains (losses) of equity investments measured under the equity method 5,296 6,997 15,170 (4,118) 2,847 3,997 (15,087)
Net income from financial activities 18,789 16,157 22,622 13,968 (3,675) (6,846) 10,052
Other operating expense/income 48,490 23,713 20,866 4,099 10,626 41,871 39,771
Operating income 1,428,857 1,423,110 1,794,284 1,361,174 1,396,876 1,371,020 1,445,567
Staff costs (414,052) (408,892) (480,201) (437,692) (622,465) (395,674) (459,669)
Other administrative expenses (179,639) (174,729) (230,157) (188,567) (188,699) (179,061) (227,824)
Net adjustments to property, plant and equipment and intangible assets (73,731) (77,045) (97,259) (63,044) (69,206) (73,569) (128,772)
Operating costs (667,422) (660,666) (807,617) (689,303) (880,370) (648,304) (816,265)
Net operating income 761,435 762,444 986,667 671,871 516,506 722,716 629,302
Net impairment losses to financial assets at amortised cost (68,119) (72,433) (87,969) (92,223) (82,224) (78,378) (78,933)
- loans to customers (70,509) (72,255) (84,953) (94,977) (85,887) (78,808) (63,172)
- other financial assets 2,390 (178) (3,016) 2,754 3,663 430 (15,761)
Net impairment losses to financial assets at fair value (175) 560 (102) (1,049) 1,005 (324) 159
Gains (Losses) from contractual modifications without derecognition (2,667) 154 (547) (184) (471) (397) (269)
Net impairment losses for credit risk (70,961) (71,719) (88,618) (93,456) (81,690) (79,099) (79,043)
Net provisions for risks and charges (16,872) 2,138 (15,440) (4,659) (6,346) (20,003) (44,645)
Gains (Losses) on investments 213 1,999 (678) 149,347 1,980 1,059 (118,176)
Profit (Loss) from current operations 673,815 694,862 881,931 723,103 430,450 624,673 387,438
Contributions to systemic funds - - - (111,822) 2,258 (10) (2,110)
Profit (Loss) before tax 673,815 694,862 881,931 611,281 432,708 624,663 385,328
Income taxes for the period (222,360) (226,228) (273,438) (145,029) (157,783) (199,892) (112,766)
Profit (Loss) from discontinued operations, after tax - - 5,854 - - - -
Profit (Loss) for the period 451,455 468,634 614,347 466,252 274,925 424,771 272,562
Profit (Loss) for the period pertaining to minority interests (8,529) (8,091) (39,255) (8,976) (8,029) (11,908) (6,948)
Profit (Loss) for the period pertaining to the Parent Company 442,926 460,543 575,092 457,276 266,896 412,863 265,614

It should be noted that the quarterly Reclassified Income Statement as at 31 March 2024 reflects the additional reclassification already adopted in the quarters accounting statement with regard to 'charges for payment services provided' that were reclassified from "Other administrative expenses" to "Net commission income" (Euro 7.9 million at 31 March 2024) and the recovery of costs for services ancillary to lending were reclassified from "Other operating expense/income" to "Other administrative expenses" (Euro 3.8 million at 31 March 2024).

Consolidated balance sheet as at 30 September 2025

(in thousands)
Assets 30.09.2025 31.12.2024
10. Cash and cash equivalents 10,975,627 7,887,900
20. Financial assets measured at fair value through profit or loss 2,554,337 1,602,655
a) financial assets held for trading 913,724 664,625
c) other financial assets mandatorily measured at fair value 1,640,613 938,030
30. Financial assets measured at fair value through other comprehensive income 7,901,438 5,694,010
40. Financial assets measured at amortised cost 163,040,683 113,550,499
a) loans to banks 8,427,631 7,681,231
b) loans to customers 154,613,052 105,869,268
50. Hedging derivatives 653,093 649,437
60. Change in value of macro-hedged financial assets (+/-) (27,593) -
70. Equity investments 575,482 302,494
90. Property, plant and equipment 3,112,196 2,502,191
100. Intangible assets 1,766,491 710,763
of which: - goodwill 1,201,876 170,018
110. Tax assets 1,529,273 1,776,893
a) current 209,311 392,729
b) deferred 1,319,962 1,384,164
120. Non-current assets and disposal groups classified as held for sale 5,494,417 41,020
130. Other assets 7,264,275 5,873,570
Total assets 204,839,719 140,591,432
(in thousands)
Liabilities and shareholders' equity 30.09.2025 31.12.2024
10. Financial liabilities measured at amortised cost 171,390,713 120,453,180
a) due to banks 8,980,274 5,047,675
b) due to customers 147,389,176 104,250,319
c) debt securities issued 15,021,263 11,155,186
20. Financial liabilities held for trading 236,666 224,294
30. Financial liabilities designated at fair value 3,340,053 2,712,050
40. Hedging derivatives 145,900 226,324
50. Change in value of macro-hedged financial liabilities (+/-) (49,953) (81,843)
60. Tax liabilities 533,464 72,289
a) current 380,672 15,184
b) deferred 152,792 57,105
70. Liabilities associated with assets classified as held for sale 3,831,042 5,067
80. Other liabilities 6,527,997 3,801,815
90. Employee termination indemnities 135,781 124,929
100. Provisions for risks and charges 1,608,679 1,489,047
a) commitments and guarantees granted 197,466 104,906
b) pension and similar obligations 279,488 115,916
c) other provisions for risks and charges 1,131,725 1,268,225
120. Valuation reserves 264,954 216,411
140. Equity instruments 1,057,846 1,115,596
150. Reserves 5,651,151 5,285,033
160. Share premium reserve 4,596,434 1,244,576
170. Share capital 2,953,384 2,121,637
180. Treasury shares (-) (24,200) (32,035)
190. Minority interests (+/-) 1,161,247 210,413
200. Profit (Loss) for the period (+/-) 1,478,561 1,402,649
Total liabilities and shareholders' equity 204,839,719 140,591,432

Consolidated income statement as at 30 September 2025

Items 30.09.2025 (in thousands)
30.09.2024
10. Interest and similar income 3,744,494 3,802,882
of which: interest income calculated using the effective interest method 3,508,855 3,590,260
20. Interest and similar expense (1,018,642) (1,279,657)
30. Net interest income 2,725,852 2,523,225
40. Commission income 1,910,414 1,667,446
50. Commission expense (219,467) (175,820)
60. Net commission income 1,690,947 1,491,626
70. Dividends and similar income 54,156 40,396
80. Net income from trading activities 187,235 91,161
90. Net income from hedging activities (3,462) 515
100. Gains (Losses) on disposal or repurchase of: 30,969 35,291
a) financial assets measured at amortised cost 19,876 28,882
b) financial assets measured at fair value through other comprehensive income 10,030 6,395
c) financial liabilities 1,063 14
110. Net income on other financial assets and liabilities measured at fair value through profit or loss (136,921) (112,466)
a) financial assets and liabilities designated at fair value (155,833) (125,063)
b) other financial assets mandatorily measured at fair value 18,912 12,597
120. Net interest and other banking income 4,548,776 4,069,748
130. Net impairment losses for credit risk relating to: (233,927) (253,193)
a) financial assets measured at amortised cost (234,210) (252,825)
b) financial assets measured at fair value through other comprehensive income 283 (368)
140. Gains (Losses) from contractual modifications without derecognition (3,055) (1,052)
150. Net income from financial activities 4,311,794 3,815,503
180. Net income from financial and insurance activities 4,311,794 3,815,503
190. Administrative expenses: (2,153,549) (2,361,029)
a) staff costs (1,300,222) (1,443,625)
b) other administrative expenses (853,327) (917,404)
200. Net provisions for risks and charges (29,623) (14,008)
a) commitments and guarantees granted (7,994) 16,305
b) other net provisions (21,629) (30,313)
210. Net adjustments to property, plant and equipment (135,117) (123,355)
220. Net adjustments to intangible assets (113,530) (82,464)
230. Other operating expense/income 350,493 278,893
240. Operating costs (2,081,326) (2,301,963)
250. Gains (Losses) of equity investments 25,129 153,015
260. Valuation differences on property, plant and equipment and intangible assets measured at fair value 2,350 1,512
280. Gains (Losses) on disposal of investments 1,533 585
290. Profit (Loss) from current operations before tax 2,259,480 1,668,652
300. Income taxes on current operations for the period (725,044) (502,704)
310. Profit (Loss) from current operations after tax 1,534,436 1,165,948
330. Profit (Loss) for the period 1,534,436 1,165,948
340. Profit (Loss) for the period pertaining to minority interests (55,875) (28,913)
350. Profit (Loss) for the period pertaining to the Parent Company 1,478,561 1,137,035

Performance ratios1

Financial ratios 30.09.2025 2024 (*)
Structural ratios
Net loans to customers/total assets 61.48% 64.11%
Net loans to customers/direct deposits from customers 75.97% 76.31%
Financial assets/total assets 21.95% 20.66%
Gross non-performing loans/gross loans to customers 2.32% 2.41%
Net non-performing loans/net loans to customers 1.18% 1.12%
Texas ratio 17.68% 18.35%
Profitability ratios
ROE 16.97% 15.81%
ROTE 19.80% 16.90%
ROA 1.06% 1.03%
Cost/income ratio 45.97% 53.72%
Cost of credit 0.18% 0.29%

(*) The comparative balance sheet ratios, together with ROE, ROTE and ROA, have been calculated on figures as at 31 December 2024 as per the Consolidated financial report of the BPER Banca Group as at 31 December 2024, while income statement ratios have been calculated on figures at 30 September 2024.

The Texas ratio is calculated as total gross non-performing loans to customers on net tangible equity (Group and minority interests) plus impairment provisions for non-performing loans to customers.

ROE has been calculated as annualised net profit for the period considering only the recurring component (Euro 2,074.5 million at 30 September 2025) on average Group's shareholders' equity not including net profit.

ROTE is calculated as the ratio between the annualised net profit for the period considering only the recurring component (Euro 2,074.5 million at 30 September 2025) and the Group's average shareholders' equity i) including the annualised net profit for the period considering only the recurring component (Euro 2,074.5 million at 30 September 2025) stripped of the portion allocated to dividends annualised and ii) excluding intangible assets and equity instruments.

ROA has been calculated as annualised net profit for the period including net profit pertaining to minority interests considering only the recurring component (Euro 2,167.0 million at 30 September 2025) on total assets.

The Cost/income ratio is calculated on the basis of the reclassified income statement (operating costs/operating income); when calculated on the basis of the schedules provided by the 8th update of Bank of Italy Circular no. 262, the Cost/Income ratio is 45.76% (56.56% at 30 September 2024).

Cost of credit is calculated as the item of the reclassified income statement "Net impairment losses to financial assets at amortised cost – loans to customers" on the item of the reclassified balance sheet "Loans b) Loans to customers". The annualised cost of credit at 30 September 2025 is 24 bps, down from 36 bps in FY24.

Prudential supervision ratios 30.09.2025 2024 (*)
Own Funds (in thousands of Euro)
Common Equity Tier 1 (CET1) 12,456,581 8,578,930
Own Funds 15,620,676 11,265,519
Risk-weighted assets (RWA) 82,360,821 54,227,812
Capital ratios and liquidity ratios
Common Equity Tier 1 Ratio (CET1 Ratio) 15.12% 15.82%
Tier 1 Ratio (T1 Ratio) 16.53% 17.88%
Total Capital Ratio (TC Ratio) 18.97% 20.77%
Leverage Ratio 6.3% 6.6%
Liquidity Coverage Ratio (LCR) 164.7% 166.9%
Net Stable Funding Ratio (NSFR) 131.9% 137.7%

(*) The comparative ratios have been calculated on figures at 31 December 2024 as per the Consolidated Financial Report of the BPER Banca Group as at 31 December 2024.

The capital ratios as at 30 September 2025 are to be considered Phased-in on the basis of the new prudential supervisory framework entered into force as of 1 January 2025 (Basel IV) and are calculated by including profit for the period for the portion not allocated to dividends, thus simulating, in advance, the effects of the ECB's authorisation to include these profits in Own Funds pursuant to art. 26, para 2 of the CRR.

The Leverage Ratio has been calculated according to the provisions of Regulation (EU) 575/2013 (CRR), as amended by Commission Delegated Regulation (EU) 62/2015.

The information provided is consistent with the ESMA document of 5 October 2015 "Guidelines on Alternative Performance Measures", aimed at promoting the usefulness and transparency of Alternative Performance Measures included in prospectuses or regulated information. To construct ratios, reference was made to the balance sheet and income statement items of the reclassified statements providing an operational management view as per the present Press Release.

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