UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For September 9, 2025
Commission File Number 1-14642
ING Groep N.V.
Bijlmerdreef 106
1102
CT Amsterdam
The Netherlands
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
THIS
REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO.
333-286734) OF ING GROEP N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
This Report contains the following:
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| Exhibit No. |
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| 1.1 |
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Underwriting Agreement among ING Groep N.V. and ING Bank N.V., BofA Securities, Inc., BNP Paribas Securities Corp., Goldman Sachs
& Co. LLC, J.P. Morgan Securities LLC, Santander US Capital Markets LLC, Standard Chartered Bank AG and DBS Bank Ltd., as representatives of the several underwriters named therein, dated September 2, 2025. |
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| 4.1 |
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Fourth Supplemental Indenture between ING Groep N.V. and The Bank of New York Mellon, London Branch, as trustee, dated September
14, 2021, in respect of the $1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities and the $1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (incorporated by reference to Exhibit
4.1 of ING Groep N.V.’s Report on Form 6-K filed on 14 September 2021). |
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| 4.2 |
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Fifth Supplemental Indenture between ING Groep N.V. and The Bank of New York Mellon, London Branch, as trustee, dated as of September
9, 2025, in respect of $1,500,000,000 7.000% Perpetual Additional Tier 1 Contingent Convertible Capital Securities. |
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| 4.3 |
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The form of Global Security for the $1,500,000,000 7.000% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (incorporated by reference to Exhibit A to Exhibit 4.2
above). |
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| 5.1 |
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Opinion of Linklaters LLP as to the validity of the securities (Dutch law). |
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| 5.2 |
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Opinion of Sullivan & Cromwell LLP as to the validity of the securities (New York law). |
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| 8.1 |
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Opinion of PricewaterhouseCoopers Belastingadviseurs N.V. as to certain matters of Dutch taxation. |
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| 8.2 |
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Opinion of Sullivan & Cromwell LLP as to certain matters of U.S. taxation. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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ING Groep N.V. |
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(Registrant) |
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| By: |
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/s/ K.I.D. Tuinstra |
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Name: K.I.D. Tuinstra Title: Authorized
Signatory |
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| By: |
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/s/ P.G. van der Linde |
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Name: P.G. van der Linde Title: Authorized
Signatory |
Dated: September 9, 2025
