BAWAG Group (BAWAY) files 50M ADR registration with BNY Mellon

Rhea-AI Filing Summary

BAWAG Group AG, through The Bank of New York Mellon as depositary, is registering 50,000,000 American Depositary Shares representing its ordinary shares under a Form F-6 program. For SEC fee purposes, the filing uses a $0.10 per-ADS price, implying a $5,000,000 maximum aggregate amount and a $690.50 registration fee computed under Rule 457(k).

The ADR facility is proposed to become effective under Rule 466 immediately upon filing. The prospectus consists of the form of American Depositary Receipt and related terms, which describe voting procedures, dividend collection and distribution, rights exercises, deposit and withdrawal restrictions, and liability limitations. The program relies on the issuer publishing information consistent with Rule 12g3-2(b) under the Exchange Act.

Key Figures

ADS Registered: 50,000,000 American Depositary Shares Per-unit price for fee calculation: $0.10 Aggregate amount for fee calculation: $5,000,000 +2 more

5 metrics

ADS Registered 50,000,000 American Depositary Shares Amount of American Depositary Shares registered on Form F-6

Per-unit price for fee calculation $0.10 Proposed maximum price per ADS used solely to compute the SEC registration fee

Aggregate amount for fee calculation $5,000,000 Proposed maximum aggregate offering price used to compute the registration fee

SEC registration fee $690.50 Registration fee payable for the Form F-6 ADS program

Signature date July 16, 2026 Date on which the registrant caused the registration statement to be signed in New York

Key Terms

American Depositary Shares, American Depositary Receipt, Rule 457(k), Rule 12g3-2(b), +2 more

6 terms

American Depositary Shares financial

"American Depositary Shares Representing ordinary shares of BAWAG Group AG"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

American Depositary Receipt financial

"proposed Form of American Depositary Receipt and Statement of Terms and Conditions"

An American depositary receipt (ADR) is a certificate that represents shares of a foreign company traded on U.S. stock exchanges. It allows investors to buy and sell parts of a foreign company's stock easily, much like purchasing shares of a company based in their own country. ADRs make international investing more convenient and accessible for U.S. investors.

Rule 457(k) regulatory

"Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees"

Rule 12g3-2(b) regulatory

"publishes information as contemplated under Rule 12g3-2(b) under the Securities Exchange Act of 1934"

Form F-6 regulatory

"FORM F-6 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933"

Form F-6 is an SEC registration form used when a U.S. depositary bank creates American Depositary Receipts (ADRs), which are certificates that let U.S. investors buy and sell shares of a foreign company as if they were domestic stocks. Think of an ADR as a local-language label placed on a foreign product: it makes the foreign share easier to trade and settle in U.S. markets, increasing accessibility, liquidity and investor choice while bringing certain U.S. disclosure and regulatory oversight.

deposit agreement financial

"form of deposit agreement relating to the American Depositary Shares registered hereunder"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

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Available on EDGAR 07/16/2026 - 09:50 AM Accepted by SEC EDGAR 07/16/2026 - 09:49 AM Learn about SEC filing dates

FAQ

What does BAWAG Group’s (BAWAY) Form F-6 registration cover?

It registers 50,000,000 American Depositary Shares (ADSs) for BAWAG Group AG under a Form F-6 program. These ADSs represent the company’s ordinary shares and provide a framework for issuing American Depositary Receipts to U.S. investors through The Bank of New York Mellon as depositary.

How many BAWAG Group (BAWAY) ADS are in the program and what price is used?

The fee table lists 50,000,000 ADSs at a proposed maximum price of $0.10 per unit, giving a $5,000,000 maximum aggregate amount. The filing states these figures are estimates used solely to calculate the SEC registration fee under Rule 457(k).

Who is the depositary for BAWAG Group (BAWAY) ADS and what does it do?

The Bank of New York Mellon is named as depositary and agent for service for the BAWAG Group ADS program. The form of American Depositary Receipt describes how it will handle voting procedures, dividend collection and distribution, transmission of notices, rights exercises, and related deposit and withdrawal mechanics.

What SEC registration fee applies to the BAWAG Group (BAWAY) ADS filing?

The SEC registration fee is $690.50. Under Rule 457(k), the proposed maximum aggregate offering price of $5,000,000 is based on the maximum aggregate fees or charges for issuing American Depositary Receipts, and that amount is then used to compute the fee.

When does the BAWAG Group (BAWAY) ADS registration become effective?

The filing states it is proposed to become effective under Rule 466 immediately upon filing. This means the ADR program’s registration would be effective as soon as the Form F-6 is filed with the SEC, without a separate SEC review period for effectiveness.

As filed with the Securities and Exchange Commission on July 16, 2026.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

BAWAG Group AG

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer’s name into English)

Austria

(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

240 Greenwich Street, New York, N.Y. 10286

Telephone (212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

The Bank of New York Mellon

Legal Department

240 Greenwich Street

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032

It is proposed that this filing become effective under Rule 466

☐ immediately upon filing

☐ on [Date] at [Time] AM (EST)

If a separate statement has been filed to register the deposited shares, check the following box. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee
American Depositary Shares Representing ordinary shares of BAWAG Group AG	50,000,000 American Depositary Shares	$0.10	$5,000,000	$690.50

(1)       Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The prospectus consists of the proposed Form of American Depositary Receipt and Statement of Terms and Conditions filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

	Item -1.	Description of Securities to be Registered
Item Number and Caption				Location in Form of Receipt Filed Herewith as Prospectus
1. Name and address of depositary				Introductory Article
2. Title of American Depositary Shares and identity of deposited securities				Face of Receipt, top center
Terms of Deposit:
(i)   The amount of deposited securities represented by each American Depositary Share				Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities				Articles number 8 and 12
(iii)   The collection and distribution of dividends				Articles number 9 and 13
(iv)  The transmission of notices, reports and proxy soliciting material				Article number 8
(v)   The sale or exercise of rights				Articles number 4 and 9
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization				Articles number 9 and 11
(vii)  Amendment, extension or termination of the deposit agreement				Article number 13 and 17
(viii)  Rights of holders of American Depositary Shares to inspect the transfer books of the depositary and the list of holders of American Depositary Shares				Article number 3
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities				Articles number 2, 3, 4, 6, 11, 12 and 14
(x)   Limitation upon the liability of the depositary				Articles number 5, 8, 9, 12, 13 and 18

Item - 2.	Available Information
	As of the date of the establishment of the program for issuance of American Depositary Shares, based on the reasonable good faith belief of the Depositary, after limited investigation, the registrant represents that, as of the date hereof, the foreign issuer publishes information as contemplated under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended		Article number 8

Part II- Information Not Required in Prospectus.

Item – 3.	Exhibits
1.	Form of American Depositary Receipt and Statement of Terms and Conditions, which contains the form of deposit agreement relating to the American Depositary Shares registered hereunder. – Filed herewith as Exhibit 1.
4.	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.

Item – 4. Undertakings

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of American Depositary Shares thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 16, 2026.

Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares of BAWAG Group AG

By: The Bank of New York Mellon,
As Depositary

By: /s/ Vanessa Salazar

Name: Vanessa Salazar

Title: Senior Vice President

INDEX TO EXHIBITS

Exhibit
Number Exhibit

1	Form of American Depositary Receipt and Statement of Terms and Conditions, which contains the form of deposit agreement relating to the American Depositary Shares registered hereunder.
4	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered.