PRESS RELEASES

National Bank of Canada announces its intention to amend its normal course issuer bid

Montreal, February 25, 2026

National Bank of Canada (the “Bank”) (TSX: NA) announced today that its Board of Directors has authorized an amendment to its normal course issuer bid. This amendment is subject to approval by the Office of the Superintendent of Financial Institutions of Canada and the Toronto Stock Exchange (the “TSX”).

The amendment is intended to increase the maximum number of the Bank’s issued and outstanding common shares that may be repurchased for cancellation under the current normal course issuer bid, by allowing the repurchase of up to 14,500,000 common shares, representing 3.70% of the 392,169,565 common shares issued and outstanding as at September 11, 2025.

The program, which was launched on September 25, 2025, currently allows the Bank to purchase for cancellation up to 8,000,000 common shares, representing approximately 2.04% of the 392,169,565 common shares issued and outstanding as at September 11, 2025.

The amendment is expected to become effective on or about March 12, 2026, subject to obtaining the required regulatory approvals. The program will expire on September 24, 2026, as previously announced. No other terms of the current normal course issuer bid will be amended.

The actual number of common shares to be repurchased and the timing of such purchases will be determined by the Bank. All common shares repurchased will be cancelled. Purchases will be made through the Toronto Stock Exchange and/or other Canadian alternative trading systems at the prevailing market price at the time of acquisition, in accordance with all applicable regulatory requirements.

The normal course issuer bid provides the Bank with additional flexibility in managing its capital.

Caution Regarding Forward-Looking Statements
Certain statements made in this press release regarding the Bank’s intention to amend its normal course issuer bid are forward-looking statements. These statements are made in accordance with applicable securities legislation in Canada and the United States. The Bank may also make forward-looking statements in other documents and regulatory filings, as well as orally. Such forward-looking statements are typically identified by the use of verbs or verbal expressions such as “anticipate,” “believe,” “estimate,” “project,” “plan,” “expect,” “intend,” by the use of the future or conditional tense, including verbs such as “will,” “should” and “may,” or by the use of other similar terms or expressions.

These forward-looking statements are intended to help the Bank’s shareholders understand the Bank’s financial position and operating results as at the dates indicated and for the periods then ended, as well as the Bank’s vision, strategic objectives and performance targets, and may not be appropriate for other purposes. These forward-looking statements are based on current expectations, estimates, assumptions and intentions that the Bank considers reasonable as at that date, and are subject to inherent uncertainties and risks, many of which are beyond the Bank’s control. There is a strong possibility that the Bank’s explicit or implicit forecasts, projections, expectations or conclusions will prove to be inaccurate, that its assumptions will not be confirmed, and that its vision, strategic objectives and performance targets will not be achieved. The Bank cautions shareholders that these forward-looking statements are not guarantees of future performance and that actual events or results may differ materially from those expressed in or implied by such forward-looking statements as a result of a number of factors. Accordingly, the Bank recommends that readers not place undue reliance on these forward-looking statements, as various factors could cause actual results to differ materially from the expectations, estimates or intentions expressed therein. Shareholders and other persons relying on the Bank’s forward-looking statements should carefully consider the factors discussed below, as well as other uncertainties and potential events and the risks associated with them. Unless required by law, the Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made by or on its behalf from time to time.

The forward-looking statements contained in this document are based on a number of assumptions and their future results are subject to certain factors, many of which are beyond the Bank’s control and whose effects are difficult to predict, including, without limitation: general economic conditions and market conditions in Canada, the United States and other countries in which the Bank operates, including the risk of recession; geopolitical and sociopolitical uncertainty; measures affecting trade relations between Canada and its partners, including the imposition of tariffs and retaliatory measures, and the potential impacts on our clients, our operations and, more broadly, the economy; fluctuations in foreign exchange rates and interest rates; inflation; disruption of global supply chains; rising funding costs and market volatility; changes in fiscal and monetary policies and other public policies; regulatory oversight and changes in regulations affecting the Bank’s activities; the Bank’s ability to successfully integrate Canadian Western Bank and any undisclosed costs or contingent liabilities related to the acquisition; the possibility that the acquisition of certain Laurentian Bank of Canada portfolios may not be completed, or not completed on the expected timeline, and that the anticipated benefits of the transaction may not be realized, or not within the expected timeframe; climate change, including physical risks and risks related to the transition to a low-carbon economy; stakeholder engagement and the Bank’s ability to meet stakeholder expectations with respect to environmental and social issues; the availability of complete and high-quality information from our clients and other third parties, including information on greenhouse gas emissions; the Bank’s ability to identify climate-related opportunities and to assess and manage climate-related risks; significant changes in consumer behaviour; housing conditions, the real estate market and household indebtedness in Canada; the Bank’s ability to deliver on its key short-term priorities and long-term strategies; the timely development and launch of new products and services; the Bank’s ability to attract and retain key talent; technological innovation, including open banking and the use of artificial intelligence; increased competition from established institutions and non-traditional service providers; model risk, and changes in the performance and creditworthiness of the Bank’s clients and counterparties; the Bank’s exposure to regulatory matters and significant litigation; changes in the accounting policies and methods used by the Bank to present its financial position, including uncertainties related to assumptions and critical accounting estimates; changes in tax legislation in the countries in which the Bank operates; changes to capital, equity and liquidity guidelines, as well as related disclosure and interpretation guidance; changes in credit ratings assigned to the Bank by financial and non-financial rating agencies; potential disruptions affecting the Bank’s key suppliers of goods and services; third-party risk, including the failure of third parties to meet their obligations to the Bank; potential impacts of disruptions to the Bank’s information technology systems, including as a result of cyberattacks, data theft or disclosure, including personal information, and identity theft; exposure to fraudulent activities; and the possible impact of major events on the economy, market conditions or the Bank’s outlook, including international conflicts, natural disasters and public health emergencies, and measures taken in response to such events; as well as the Bank’s ability to anticipate and successfully manage the risks arising from the foregoing factors. The foregoing list of risk factors is not exhaustive, and the forward-looking statements contained in this document are also subject to the risks described in the Risk Management section of the 2025 Annual Report, as such risks may be updated in subsequently filed quarterly shareholders’ reports.

About National Bank of Canada
With $606 billion in assets as at January 31, 2026, National Bank of Canada (the “Bank”) is one of Canada's six systemically important banks. The Bank has more than 35,000 employees in knowledge-intensive positions and operates three business segments in Canada: Personal and Commercial Banking, Wealth Management and Capital Markets. A fourth segment, U.S. Specialty Finance and International, complements the growth of its domestic operations. Its securities are listed on the Toronto Stock Exchange (TSX: NA). Follow the Bank’s activities at nbc.ca or via social media.


Information:

Marianne Ratté

Senior Vice President and Head, Investor Relations
    and Corporate Services Financial Performance Management
National Bank of Canada

Jean-François Cadieux

Assistant Vice-President, Public Affairs
National Bank of Canada