Lufthansa and ITA Airways: The 90% Deal Is Exercised but Not Closed, and Its Effect on Fares Is Unmeasured

Why 90% is not 90% yet

Three documents define the deal. The first is Lufthansa's agreement with Italy's Ministry of Economy and Finance (MEF), announced on May 25, 2023. Lufthansa would take 41% of ITA "through a capital increase" of €325 million. The release adds that "the capital contribution thus directly benefits the company." The ministry committed to a separate €250 million capital increase into ITA. Both sides agreed options on the remaining shares. The 2023 release said the price for those shares "will be based on the business development of ITA Airways."

The second is the closing of the 41% on January 17, 2025. Lufthansa said the first step was "implemented today by means of a capital increase of 325 million euros," and that "the remaining 59 percent will initially continue to be held by MEF." Eberhart became chief executive the same day.

The third is the May 12, 2026 announcement. Lufthansa will raise its stake "from 41 to 90 percent" at "a previously agreed purchase price of 325 million euros." The seller is the MEF. The ministry keeps 10%, and "in 2028, this tranche may also be acquired by Lufthansa." After closing, ITA "will be fully integrated into the Lufthansa Group, both organizationally and financially."

So the same figure, €325 million, appears twice. The first payment went into ITA as new capital. The second goes to the Italian Treasury for existing shares. Lufthansa has never published a total for all tranches. The widely repeated €829 million and "full control by 2033" come from an Associated Press report of January 17, 2025. Lufthansa's own 2026 wording points to 2028 for the last 10%, and it gives no total.

Until closing, ITA sits outside Lufthansa's consolidated accounts. Lufthansa carries it as an equity investment and books its 41% share of ITA's result. In the first half of 2026 that share was minus €58 million, against plus €84 million a year earlier, as reported by aeroTelegraph from Lufthansa's half-year figures.

The integration that customers see is largely done. Lufthansa chief executive Carsten Spohr said "all customer-facing interfaces are already integrated today"; the August 4, 2026 shareholder letter adds that North Atlantic approval "is still pending." Miles & More became ITA's loyalty program on April 1, 2026, according to Lufthansa's March 20 release. ITA became the 26th member of Star Alliance the same day, according to the joint release reported by LoyaltyLobby. It had left SkyTeam in early 2025; Runway Girl Network reported on February 3, 2025 that the exit phase would conclude by April 30, 2025.

The claims that do not hold up

Most of the errors share one root. Writers treated an announced, exercised option as a completed sale. Others dressed up forecasts as findings. One travel site promised lower fares and soaring hotel occupancy without a single source. Two items on the list come from our own plan. One is a Fiumicino traffic figure we could not trace. The other is a grounding count we repeated from a single newspaper report.

What Brussels required in 2024

The 41% stake needed a full European Commission merger review, case M.11071. On July 3, 2024 the Commission cleared joint control by Lufthansa and the MEF with conditions. It had three concerns: short-haul routes between Italy and Central Europe, a limited number of routes between Italy and North America, and Lufthansa and ITA's position at Milan Linate. For the long-haul routes, the Commission treated Lufthansa, ITA, United and Air Canada as one entity because of their joint venture links.

The remedies were tested on named buyers. In decision C(2024) 8653 of November 29, 2024, the Commission approved easyJet as the single short-haul remedy taker and IAG and Air France-KLM as the long-haul remedy takers. The Lufthansa newsroom recorded the Commission's approval of the remedies on the same date.

easyJet took ten short-haul remedy routes. Five start at Rome Fiumicino: Frankfurt, Munich, Zurich, Brussels and Hamburg. Five start at Milan: Linate or Malpensa to Düsseldorf, Hamburg, Brussels and Vienna, and Linate to Frankfurt. It also sells eight indirect routes, such as Naples to Frankfurt and Bari to Munich, through a virtual interlining agreement with ITA. The decision says easyJet plans to base five Airbus A320s at Linate.

The Linate numbers are the most concrete in the file. Lufthansa and the MEF committed to divest 204 weekly slots at Linate in summer and 192 in winter. easyJet held 5.5% of Linate slots in summer 2023 and 6.4% in winter 2022/23. With the remedy slots, its share rises to about 15% in both seasons. The Commission also notes that Lufthansa and ITA "will continue to be the largest operator at LIN in terms of slot holding, with combined market shares over 50%." The commitments run for at least six consecutive IATA seasons from summer 2025.

The long-haul remedy covers three Rome routes: San Francisco and Washington year-round, and Toronto in summer. IAG and Air France-KLM get interlining and slot arrangements to compete on them. Travelers flying into Milan can find the airport choices in our Milan travel guide.

Two caveats matter for the 90% step. First, the 2024 decision approved joint control by Lufthansa and the MEF. Moving to 90% gives Lufthansa sole control, and Lufthansa names the Commission as a required approver again. Second, the Commission has not published any trustee report or performance data on the remedies. Nobody outside the parties can yet say whether easyJet's Linate presence has changed prices or seats.

The timeline from 41% to 90%

The table shows how few dated public steps exist after June. Eberhart told Teleborsa that merger control would take four to five months, in the newspaper's paraphrase. Counted from June, that window ends around October or November 2026. No approval had been reported by October 30.

One regulatory item did surface. MLex reported on October 30, 2026 that the Japan Fair Trade Commission's list of clearances for July to September includes a Lufthansa and ITA transaction, notified on August 12 and cleared on September 8. MLex describes it as the 41% stake. We could not open the commission's list, so we cannot say which step it covers.

The transatlantic piece has its own clock. AltexSoft reported on October 6, 2025 that United and Air Canada had applied to the US Department of Transportation to add ITA to their joint venture with Lufthansa. Eberhart said ITA "must" seek that approval and planned entry before summer 2027. We found no DOT order. Lufthansa also announced on June 8, 2026 that ITA would join its Europe-Japan joint venture with ANA "as of autumn of this year." We did not verify whether that started.

ITA's numbers: a profit, a currency loss and fewer passengers

ITA began flying in October 2021 as Alitalia's successor. In September 2021 the Commission ruled that ITA was economically separate from Alitalia, so it was not liable for Alitalia's illegal state aid. It approved €1.35 billion of capital for ITA over three years as market-conform investment.

The financial path since then is steep. ITA lost about €486 million in 2022 on revenue of €1,576 million, according to Italpress's report of the 2022 accounts. Its 2023 net loss shrank to about €5 million on €2.4 billion of revenue, as ANSA reported. In 2024 revenue reached €3.1 billion and EBIT turned positive at €3 million for the first time. The net result was still minus €227 million. The company attributed that to exchange effects on foreign-currency debts and credits and to leasing finance costs, according to Qualitytravel's report of May 6, 2025.

2025 was the turning point in the accounts. ANSA reported on March 25, 2026 that ITA closed 2025 with revenue of €3.2 billion, EBITDA of €404 million, EBIT of €25 million and a net profit of €209 million. It was ITA's first annual net profit. Eberhart credited the first effects of the Lufthansa partnership. Chairman Sandro Pappalardo cited cooperation between the two shareholders. ANSA did not break down the swing of €436 million in the net result.

Traffic moved the other way. ITA carried 16.2 million passengers in 2025, down 8%, on more than 123,000 flights, down 11%, according to Qualitytravel's report of the results. Load factor rose 2.1 points to 83.4%. Fewer flights, fuller planes and higher revenue point to a smaller, better-filled schedule. Qualitytravel lists the year's challenges, including the EU remedies, Pratt & Whitney engine problems and the lack of an Italy-US commercial partner, without linking them to the passenger fall. ITA's own explanation was not in any report we opened. Pratt & Whitney engine problems also grounded part of its narrow-body fleet. Teleborsa reported on June 8, 2026 that more than 20 aircraft were grounded and ITA put the damage at about €150 million. Milano Finanza reported on July 4, 2026 "nearly 20" aircraft and damage above $150 million.

The 2024 base is contested. ITA's 2024 results gave 18 million passengers, up 19%. A fall of 8% to 16.2 million implies about 17.6 million in 2024, by our calculation. ENAC's 2024 carrier data, as reported by BusinessMobility, give ITA 18.1 million. On that base the 2025 fall would be about 10.5%, our calculation. The figures likely use different perimeters.

The first half of 2026 brought a loss. ITA reported EBIT of €4 million and a net result of about minus €140 million on August 7, 2026. The second quarter alone was minus €29 million. ITA attributed the loss to "the significant revaluation of the euro against the dollar" on its dollar-denominated debts and receivables, and called it non-operating (our translation, via ItaliaVola and ANSA). It also cited tensions in the Middle East. Currency effects cut ITA's 2024 result and its 2026 first half. Headlines that call the loss an operating failure misread the company's own breakdown.

The newest number is about jobs. On October 29, 2026, L'Agenzia di Viaggi Mag, citing la Repubblica, reported that ITA opened a collective dismissal procedure for 226 workers. That is about 4.3% of 5,269 staff counted on October 15: 10 pilots, 90 cabin crew and 126 ground staff. The company letter cites jet fuel rising from $670 to $1,700 a tonne, longer routes around conflict zones, weaker demand, and automation through agentic AI. The procedure goes to consultation with unions.

Italy's air market: Ryanair first, low-cost 63%

ITA is a national carrier in a low-cost market. ENAC, Italy's civil aviation authority, counted 229,740,554 airport passengers in 2025, up 5%. Low-cost carriers carried 63% of them, 145.4 million, up 6%. Traditional carriers carried 37%, 84.3 million, up 3%. Both shares were unchanged from 2024. Our Italy tourism record watch tracks the overnight stays that this traffic feeds.

The carrier ranking for 2025 was not readable in the ENAC file we opened. For 2024, BusinessMobility reported ENAC's carrier figures on September 3, 2025. Ryanair carried 57.8 million passengers, a 31.7% share. ITA carried 18.1 million, 9.9%. easyJet carried 13.7 million and Wizz Air 13.6 million. Those shares are of passengers counted once per trip, about 182 million. ENAC's airport total counts a domestic passenger twice, at departure and arrival. By our calculation, 218.7 million airport passengers minus 36.3 million domestic passengers gives 182.4 million, which matches.

At home, ITA is stronger but still second. ENAC's 2024 domestic figures, in the same report, give Ryanair 42.4% of 36.3 million domestic passengers and ITA 28.6%. Italy's competition authority, AGCM, published ranges in its December 16, 2025 report on domestic fares: Ryanair 45-50% and ITA 25-30% in 2024. The ranges and ENAC's shares do not match for Ryanair, probably because they measure different perimeters. AGCM also gives Ryanair 35-40% of the domestic market in 2019, before Alitalia's end. Alitalia flew about 70 domestic round-trip routes in 2019, AGCM says; ITA flew about 50 in 2022.

Rome is ITA's hub. Fiumicino handled 50.9 million passengers in 2025, according to ENAC, about 22% of the national total. ITA's share of Fiumicino traffic is not published in any source we found. Lufthansa's case for the deal rests on that hub and on long-haul flying from it. ITA's summer 2026 schedule added Houston as its ninth US destination, as trade press reported; we did not open ITA's own schedule release.

What nobody has measured

Fares are the question travelers ask first. The honest answer is that no official source measures fares since Lufthansa's entry in January 2025. AGCM's December 2025 report is the most detailed official look at Italian domestic fares. It used 2023 data, two years before the 41% closed. It found that the average one-way fare to or from Sicily and Sardinia was about €70 in 2023 and that about 80% of passengers paid less than €100. On Sicily routes, booking more than a month ahead saved about 53% compared with booking in the final week. Prices for the same market differed by up to about 80% between carriers. AGCM found no collusion in the airlines' pricing algorithms.

That report cannot show a Lufthansa effect, and it does not claim to. Nor can the pre-2025 Eurostat airfare series sometimes quoted in Italian media. We did not open Eurostat's or ISTAT's airfare indices for this article, and neither publishes fares by airline.

The other gaps are regulatory and corporate. No European Commission document on the 90% step is public. No DOJ or DOT action is public. The Commission has not published how its 2024 remedies have performed. The price of the MEF's last 10% is not published. ITA has not published 2026 passenger numbers in any source we found. ITA's own press releases and accounts could not be opened for this article; its figures come here from ANSA, Italpress, Qualitytravel and ItaliaVola.

Three publications would close most of the gap. A Commission decision on sole control would show whether new remedies were required. A trustee or Commission note on the 2024 remedies would show whether easyJet flies its Linate slots and routes as committed. An airline-level fare series, from AGCM or ISTAT, would show whether prices on routes where ITA and Lufthansa overlap moved differently after January 2025. None exists today, and none has been announced.

This is now a series pattern. Our articles on the Venice access fee, the Trevi Fountain ticket and the EU Entry/Exit System at Italy's borders each found rules and decisions published and their measured effects missing. The citizenship ruling article found the same. ITA is the fifth case. The merger decisions are public. Their effect on prices and capacity is not.

What this means for travelers, businesses and analysts

Travelers booking ITA today are already inside the Lufthansa system for most practical purposes. Miles & More has been ITA's loyalty program since April 1, 2026, when ITA also joined Star Alliance; its SkyTeam benefits ended in April 2025. Lufthansa says North Atlantic flights are the exception to full integration, because approval for that market is still pending, so do not expect full joint-venture fares and schedules on transatlantic itineraries until ITA joins that venture. Low-cost carriers move most of Italy's airport passengers. AGCM found that in 2023, booking flights to or from Sicily more than a month ahead cost about 53% less than booking in the final week. Nobody has measured whether the tie-up has changed fares, so compare carriers rather than relying on brand. Entry rules have changed too, as our EES article explains, and our Rome travel guide covers getting from Fiumicino into the city.

Tourism businesses and investors should treat the 90% as pending until a regulator says otherwise. The binding constraint is regulatory: European Commission approval for sole control and US approval for the transatlantic joint venture. The next signals are Lufthansa's third-quarter statement, any Commission case notice, and a DOT order. ITA's operating result is thin, €25 million EBIT on €3.2 billion of revenue in 2025 and €4 million in the first half of 2026, and its net result swings with the euro-dollar rate. Anyone underwriting Rome's long-haul growth on ITA alone would overlook that Ryanair and other low-cost carriers move 63% of Italy's airport passengers. Watch three thresholds: a published Commission decision, the 226 redundancies and any capacity cut that follows, and ITA's 2026 full-year passenger count against 16.2 million.

Journalists and analysts can cite three figures that rarely appear elsewhere with their sources: the 204 summer and 192 winter weekly Linate slots committed to easyJet (Commission decision C(2024) 8653), ITA's 2025 net profit of €209 million on 16.2 million passengers, and the 63% low-cost share of Italy's 229.7 million airport passengers in 2025 (ENAC). The ownership numbers are in the box above, and Lufthansa's August 4, 2026 letter is the latest primary statement on timing. Do not write that Lufthansa owns 90% of ITA; it owns 41% until closing. Do not repeat "full control by 2033" or a €829 million total as Lufthansa figures; neither is in a Lufthansa release we opened. Do not call ITA Italy's largest airline. Do not present the 2026 loss as an operating collapse without the currency explanation the company gave. Do not say the deal has raised or cut fares; no official data covers the period. The series finding now holds for a fifth article. Decisions are published, and their effects are not measured.