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Italgas launches a new fixed-rate bond issue with a 6-year maturity

Milan, April 9, 2026 – Italgas S.p.A. (rated BBB+ by Standard and Poor’s, BBB+ by Fitch, Baa2 by Moody’s) launched this morning a new fixed-rate bond issuance on the market with a 6-year maturity.

 

The placement, exclusively targeted to institutional investors, is organized and led, as Joint Bookrunners, by BNP Paribas, BofA Securities, Crédit Agricole CIB, IMI-Intesa Sanpaolo, J.P. Morgan, Mediobanca, Société Générale.

 

The transaction, the first one under Italgas’ EMTN Programme approved by Consob last July 2025, is to be intended as pre-funding of financial needs, in line with Italgas’ strategy to optimize its debt structure.

Italgas: €900 million Sustainability-Linked Revolving Credit Facility signed

Milan, 8 April 2026 – Italgas signed a new €900 million sustainability-linked revolving credit facility – with a maximum tenor of five years – with a pool of Italian and international banks. The Revolving Credit Facility refinances the €600 million credit facility signed in 2024 and reinforces the Group financial flexibility in line with the requirements of Rating Agencies.

 

The transaction is linked to specific Key Performance Indicators (KPIs) relating to the reduction of Scope 1 and 2 emissions and to the share of women in positions of responsibility, in line with the targets set out in the 2025–2031 Strategic Plan and in the Sustainable Value Creation Plan. In the event that the targets are not met, the agreement provides for a margin step-up mechanism.

 

The pool of banks comprises Banca Nazionale del Lavoro, BNP Paribas, Banco Bilbao Vizcaya Argentaria, Bank of America, BPER Banca, CaixaBank, Cassa Depositi e Prestiti, Crédit Agricole CIB, Intesa Sanpaolo, Mediobanca, Société Générale and UniCredit.

Italgas: disposal of a further 6 ATEMs completed in compliance with the AGCM resolution that authorized the acquisition of 2i Rete Gas

Milan, April 1st 2026 – Italgas announces that, in compliance with the AGCM resolution that authorized the acquisition of 2i Rete Gas, it has finalized today the planned disposals of the gas distribution activities in the following 6 ATEMs:

  • Massa Carrara and Viterbo to the temporary consortium (ATI) formed by Plures, Estra and Centria;
  • Padova 2 and Padova 3 to Ascopiave;
  • Brescia 5 to GP Infrastrutture;
  • Roma 5 to Erogasmet.

Overall, 97,000 active redelivery points (meters), networks, plants, related personnel and net assets instrumental to the management of the service – previously transferred to four newly established companies – were sold for a total consideration of €121.1 million1.

The disposals were carried out in compliance with what was communicated on 9 October 2025.

The disposal of the 6 ATEMs adds to the 4 already sold on 1 March, while the transfer of the activities relating to the 2 remaining ATEMs is expected by the end of the second quarter of 2026.

 


1Price subject to possible post-closing adjustments based on positive or negative balance settlements.

Italgas’ Board of Directors calls the Ordinary and Extraordinary Shareholders’ Meeting for 21 April 2026; requirements of the members of the Board of Directors and Statutory Auditors verified; Co-Investment Plan 2021-2023 shares assigned

Milan, 4 March 2026 – Italgas’ Board of Directors, which met on 3 March under the chairmanship of Paolo Ciocca, resolved to call an Ordinary and Extraordinary Shareholders’ Meeting for 21 April at 11:00 a.m., in a single call, to resolve on the approval of the 2025 Financial Statements, the proposed allocation of profits, the Report on the 2026 Remuneration Policy and 2025 Compensation Paid as well as the proposal to adopt a 2026-2028 Co-investment Plan and a 2026- 2028 Long-term Incentive Plan reserved to employees of the Italgas Group.

The Board also resolved to submit to the Shareholders’ Meeting a proposal for a free share capital increase for a maximum nominal amount of 6,200,000 euros, through the issue, in one or more tranches, of a maximum of 5,000,000 ordinary shares of the Company, to be reserved exclusively to the beneficiaries of the aforementioned 2026-2028 Co-investment Plan.

The Board has also resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.432 euros for each Company share. If so resolved by the Shareholders’ Meeting, the dividend will be paid out on 20 May 2026, with coupon date of 18 May 2026 (record date 19 May 2026).

The Board of Directors, on the basis of information provided by those concerned, also verified – with reference to all 9 Directors – compliance with the limitations on the accumulation of offices pursuant to the Resolution of Italgas’ Board of Directors of 16 December 2024, who have no cause of ineligibility, forfeiture or incompatibility and who each possess the integrity requirements laid down by current legislation; it also determined, on the basis of declarations made, that the Chairperson, Paolo Ciocca, and the Directors Cecilia Andreoli, Costanza Bianchini, Erika Furlani, Alessandra Faella and Gianmarco Montanari possess the requirements of independence required by the articles 147-ter, subsection 4, and 148, subsection 3, of the TUF and by Article 2 of the Corporate Governance Code (also in consideration of the qualitative and quantitative criteria approved by the Board of Directors to assess the importance of commercial, financial or professional relationships and additional remuneration), confirming the assessments made at the meeting on 26 May 2025.

The Board of Directors, on the basis of the assessments carried out by the Board of Statutory Auditors, also acknowledged that there were no causes of ineligibility, forfeiture and incompatibility as regards the Statutory Auditors and that they possess the requirements of professionalism and integrity prescribed in accordance with Italian Ministerial Decree No. 162 of 30 March 2000, as specified in art. 20.1 of the Bylaws, comply with the limits of accumulation of offices held, and possess the requirements of independence envisaged by the law and by the Corporate Governance Code (also considering the above mentioned qualitative and quantitative criteria).

In execution of the 2021-2023 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 20 April 2021, the Board resolved on the free assignment of a total of 647,789 new ordinary shares of the Company to the beneficiaries of said Plan (third cycle of the Plan) and resolved to execute the third tranche of the share capital increase approved by the aforesaid Shareholders’ Meeting, for a nominal amount of 803,258.36 euros drawn from retained earning reserves. The Company will provide accurate information in the manner and within the terms prescribed by law on the implementation of the Plan and the share capital resulting from the execution of said increase.

The Ordinary and Extraordinary Shareholders’ Meeting will be held in Turin, Largo Regio Parco 9, and those entitled to participate may also do so through Computershare S.p.A., which has been identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the TUF. For more information in this regard, see the call notice of the Ordinary and Extraordinary Shareholders’ Meeting of Italgas which will be published by the Company in the manner and within the terms prescribed by law.

Within the timeframe indicated in the Shareholders’ Meeting call notice and in compliance with the terms of the law, the following documents will be made available to the public on www.emarketstorage.it: the Integrated Annual Report as at 31 December 2025, the Report on the 2026 Remuneration Policy and 2025 Compensation Paid, the 2025 Corporate Governance and Ownership Structure Report, documentation on the 2026-2028 Co-investment Plan and on the 2026- 2028 Plan Long-term Incentive Plan, the reports on the items on the agenda, as well as the remaining legal documentation for the purposes of the Shareholders’ Meeting.

Italgas: consolidated results as at 31 december 2025 approved

THE BOARD OF DIRECTORS HAS CONVENED THE SHAREHOLDERS’ MEETING FOR 21 APRIL 2026

Milan, 4 March 2026 – Italgas’ Board of Directors, chaired by Paolo Ciocca, met on 3 March and approved the consolidated results as at 31 December 2025 and resolved to propose to the Shareholders’ Meeting, called to meet on 21 April 2026, the distribution of a dividend of 0.432 euro per share (+13.3% compared to 20241). The data below and their comparison with 2024 take into account the significant change in scope compared to the same period in 2024, with the consolidation of 2i Rete Gas starting from 1 April 2025.

Highlights2

  • Total revenues and other income: 2,535.4 million euros (+45.7%)
  • Total revenues and other income adjusted: 2,484.2 million euro (+39.7%)
  • Adjusted EBITDA: 1,883.4 million euro (+39.4%)
  • Synergies and efficiency gains for 35 million euro3, 14% of the 2031 target
  • Adjusted EBIT: 1,205.9 million euro (+46.9%)
  • Adjusted net profit attributable to the Group: 674.5 million euro (+33.1%)
  • Technical investments: 1,203.6 million euro
  • RAB: 15.7 billion euro
  • Cash flow from operating activities: 1,625.1 million euro
  • Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12): 10,733.8 million euro
  • Net financial debt: 10,867.8 million euros
  • Market-based Scope 1 and 2 emissions: 114.7 103 tCO2eq, -3.8% – Gas distribution, “like-for-like”4;
  • Net energy consumption: 355.0 TJ, -6.0% – Gas distribution, “like for like”5;
  • Gas Leakage Rate6: 0.051%, compared to 0.069% – gas distribution, like-for-like, Italy.

2025 will be remembered as a milestone year in the 100-year history of Italgas, which, thanks to the acquisition of 2i Rete Gas, has become the leading gas distribution operator in Europe. During the year, Italgas launched and successfully completed a 1.02 billion euro capital increase in support of the acquisition transaction, through the issuance of 202,938,478 new shares, and completed the merger of 2i Rete Gas into Italgas Reti, in just 90 days from the closing of the acquisition.

Italgas’ financial and operational indicators recorded double-digit growth – with increases of more than 30-40% – also made possible by the constant focus on operational efficiency.

In 2025, the Group recorded adjusted EBITDA of 1,883.4 million euros, a 39.4% increase on 2024, and adjusted EBIT of 1,205.9 million euros, a 46.9% increase on 2024. These results exceeded the guidance announced – and already revised upward – last October. Despite the dilutive effect of the capital increase, this growth was reflected in a DPS that grew by 13.3% (compared to 20247) and is above the floor.

The cash flow from operating activities of 1,625.1 million euro, an increase of 526.4 million euro compared with the corresponding period of 2024, has made it possible to entirely finance net investment requirements and fully cover all dividends paid. The evolution of debt over the period mainly reflects the financial outlay for the acquisition of 2i Rete Gas, net of the contribution from the rights issue, and the consolidation of the related net financial debt.

In 2025, technical investments totalled 1,203.6 million euros, enabling the construction of approximately 960 kilometres of new gas distribution networks in Italy and Greece, and the launch of the digital upgrade of the networks acquired through the 2i Rete Gas operation, to bring them in line with the Group’s standards.

In the water sector, activity focused on the development of digital technologies, adapting them from the gas sector, with the objective of increasing operational efficiency and reducing network losses. Of particular importance was the activity carried out by Siciliacque, which implemented major rehabilitation works on the transport network and built three new desalination plants in Gela, Porto Empedocle and Trapani to address the Sicilian region’s significant water shortage and to increase the availability of drinking water.

In the energy efficiency sector, the 2025 results are up thanks to an increasingly more advanced business model designed to offer innovative products and services to industrial customers, large residential complexes and public administration.

 

Paolo Gallo, CEO of Italgas, commented:

“The 2025 results portray a year that marks a historic step forward for the Italgas Group. The uninterrupted growth since its return to the stock exchange in 2016 has accelerated further, thanks to the integration of 2i Rete Gas and the initial synergies already created thanks to the ongoing attention to operational efficiency.

The economic and financial indicators show double-digit growth: adjusted EBITDA increased by 39.4%, rising to 1,883.4 million euros, and Group adjusted net profit totalled 674.5 million euros, up 33.1% compared to 2024.

With 1.2 billion euros invested, Italgas has created a strong drive for development and upgrades to the network serving approximately 13 million customers. We built about 1,000 kilometres of new pipelines and started the digital upgrade of the networks and plants acquired with 2i Rete Gas to bring the technology levels up to Group standards.

Innovation and digital technologies continue to represent the main drivers that are turning our vision of the energy of the future into reality. An evolved model of smart grids equipped with AI-based solutions that will improve service quality and efficiency while reducing operating costs and enhancing the resilience, security and competitiveness of the national energy system”.

 

Paolo Ciocca, Chairperson of Italgas, commented:  

2025 was an extraordinary year for Italgas. The Group has established itself as the European champion of gas distribution in support of climate targets and has consolidated its role as an international technological benchmark. This evolution was clearly reflected in the economic and financial performance, the achievement of sustainability targets and the focus on value creation for stakeholders.

The solid results will allow us to propose to the Shareholders’ Meeting the distribution of a dividend of 0.432 per share, up 13.3% compared to the previous year. An important signal for the satisfaction of our shareholders and investors”.

 


12024 dividend was adjusted to take into account the bonus element of the right issue, applying the K coefficient announced by Borsa Italiana on 30 May 2025. The percentage change between the dividend 2025 and the dividend 2024 (0.406 euro per share), excluding the adjustment, is equal to 6.4%.

2The economic and consolidated financial highlight and the operating highlight reflect the consolidation 2i Rete Gas Group from 1st  April 2025.

3Synergies and efficiency gains are calculated by taking into account the 2023 baseline and on a like-for-like basis, thus including the 2i Rete Gas Group for 12 months.

4Same scope as 2024. Also considering the contributions of the water service business and the former scope of 2i Rete Gas (151.1 103 tCO2eq), total Group emissions in 2025 were 265.8 103 tCO2eq.

5This refers to total energy consumption, from which any self-produced and self-consumed electricity consumption is subtracted. Same scope as 2024. Also considering the contributions of the water service business and the former scope of 2i Rete Gas and the consumption of self-generated renewable energy for the rest of the Group (669.8 TJ), total Group consumption in 2025 was 1024.8 TJ.

6Calculated as the ratio between fugitive emissions of natural gas and volumes of gas distributed.

72024 dividend was adjusted to take into account the bonus element of the right issue, applying the K coefficient announced by Borsa Italiana on 30 May 2025. The percentage change between the dividend 2025 and the dividend 2024 (0.406 euro per share), excluding the adjustment, is equal to 6.4%.

Italgas: disposal of the first 4 ATEMs completed in compliance with the AGCM resolution that authorized the acquisition of 2i Rete Gas

Milano, 2 marzo 2026 – Italgas announces that it has finalized yesterday the disposal of 100% of the gas distribution activities in the ATEMs of Bari 2, Barletta-Andria-Trani, Pisa and Teramo to the temporary consortium (ATI) formed by Plures, Estra and Centria.

Overall, 120,000 active redelivery points (meters), the networks, the plants, the related personnel and the net assets instrumental to the management of the service – previously contributed to a newly established company – were transferred for a total consideration of €108.5 million1.

The disposals were carried out in compliance with the AGCM resolution authorizing the acquisition of 2i Rete Gas and in line with what was communicated on 9 October.

The transfer of the activities relating to the remaining 8 ATEMs is expected to be completed in the second quarter of 2026.


1Price subject to possible post-closing adjustments based on positive or negative balance settlements.

Italgas: Sustainability Yearbook inclusion confirmed

Milan, 18 February 2026 – Italgas has been included for the seventh consecutive year in the Sustainability Yearbook by S&P Global, the annual publication that brings together the global sustainability leaders.

 

For 2026, Italgas has confirmed its position among the top performers- with a score of 92/100- by securing a place in the “Top 1% S&P Global CSA Score” category, based on the results of the 2025 Corporate Sustainability Assessment (CSA 2025). Out of more than 9,200 companies assessed, 848 were selected for inclusion in this edition.

 

The recognition adds to the major sustainability achievements recorded by Italgas over the past 12 months, such as the inclusion in the FTSE4Good index series, the confirmation of the inclusion in CDP’s “A-List” for Climate Change, the AA rating by MSCI ESG Ratings, as well as the “Low Risk” rating from Sustainalytics, indicating a low level of exposure to material financial impacts from ESG factors.

Italgas: 2026 Financial Calendar

Milano, 22 January 2026 – Italgas announces the financial calendar and the dates of the publication of its financial results during 2026 that will be examined by the Board of Directors.

  • Integrated Annual Report and
    Draft Financial Statements for
    the year ended 31 December 2025
  • 2025 dividend proposal
  • Board of Directors
  • Press Release and Conference Call***
March 3, 2026
March 4, 2026
  • Financial Statements 2025
  • Resolution on the distribution of
    profits for the year 2025
  • Shareholders’ Meeting and Press Release**
April 21, 2026
  • Interim Report on Operations
    as at 31 March 2026
  • Board of Directors
  • Press Release and Conference Call*
May 5, 2026
  • Strategic Plan
  • Board of Directors
  • Press Release and Strategic Plan Presentation***
June 22, 2026
June 23, 2026
  • Half-year financial report for
    the first half of 2026
  • Board of Directors
  • Press Release and Conference Call*
July 27, 2026
  • Interim Report on Operations as
    at 30 September 2026
  • Board of Directors
  • Press Release and Conference Call*
October 29, 2026

* Distribution of press release at the end of the Board of Directors meeting and presentation of the results to the community on the same day.

** Press release issued at the end of the Shareholders’ Meeting.

*** Publication of the press release in the morning ahead of market opening. Conference Call for the presentation of the results/Strategic Plan on the same day of the release of the press release.

The following dates are communicated to the market:

  • dividend payment for fiscal year 2025: May 20, 2026 (record date May 19, 2026), with ex-dividend date May 18, 2026.
  • roadshow to illustrate the objectives set in the Strategic Plan to institutional investors and financial analysts, following the Plan presentation.

Any changes to the above dates will be promptly communicated.

Italgas: Fitch Ratings affirms Rating and Outlook

Milan, December 16 2025 – The rating agency Fitch affirmed today Italgas S.p.A.’s Long-term Issuer rating at ‘BBB+’, Stable Outlook.

 

The rating affirmation follows the presentation of the 2025–2031 Strategic Plan and reflects Italgas’ position as leading player in the gas distribution sector in Europe, its high-quality operational efficiency, its financial strength and flexibility as well as the stability of the Italian regulatory framework.

 

The Stable Outlook reflects Fitch’s expectation on Italgas deleveraging over the plan horizon, supported by a funds from operations (FFO) net leverage better positioned relative to the thresholds associated with the current rating.

Italgas confirmed in the CDP’s “Climate A list”

Milan, 10 December 2025 – Italgas has been confirmed for the fourth consecutive year in the prestigious “A List” for Climate Change compiled by the non-profit organization CDP (formerly Carbon Disclosure Project), which includes global leading companies for transparency of information and performance in the fight against climate change.

Italgas also participated in the “Water” section of the questionnaire, obtaining a “B” rating.

In 2025, CDP assessed more than 20,000 companies worldwide, investigating issues related to climate change, forests, and water security.

The result achieved demonstrates the validity of the initiatives set out in the Strategic Plan, confirming the company’s concrete commitment in the fight to climate change and in safeguarding water resources. CDP’s evaluation considers the completeness of information, awareness and management of environmental risks, the presence of ambitious targets, as well as the demonstration of best practices associated with environmental leadership.