ING Groep (NYSE: ING) files Form 6-K on new perpetual AT1 capital securities

Rhea-AI Filing Summary

ING Groep N.V. filed a Form 6-K that is incorporated by reference into its existing Form F-3 shelf registration. The report primarily furnishes transaction documents for a new series of $1,500,000,000 7.000% Perpetual Additional Tier 1 Contingent Convertible Capital Securities, including a fifth supplemental indenture with The Bank of New York Mellon, London Branch, as trustee, and the related global security form. It also lists an underwriting agreement with major international banks for these securities and references an earlier supplemental indenture covering $1,000,000,000 3.875% and $1,000,000,000 4.250% perpetual Additional Tier 1 contingent convertible capital securities. Legal and tax opinions under Dutch and U.S. law, and on Dutch and U.S. taxation, are provided as exhibits.

Insights

Capital structure and debt markets analyst

ING documents a new $1.5B perpetual AT1 capital instrument under its shelf.

ING Groep N.V. is using this Form 6-K to furnish the contractual framework for a new $1,500,000,000 7.000% Perpetual Additional Tier 1 Contingent Convertible Capital Security. The exhibits include the fifth supplemental indenture with The Bank of New York Mellon, London Branch, and the form of global security, which together define the terms, convertibility and ranking of this capital instrument.

The report also attaches an underwriting agreement dated September 2, 2025 with a syndicate of major banks, indicating a fully structured placement process, although specific settlement and pricing mechanics beyond the stated coupon are not detailed in the excerpt. Opinions from Linklaters, Sullivan & Cromwell and PricewaterhouseCoopers Belastingadviseurs N.V. address validity and tax treatment under Dutch and U.S. law, supporting use of the existing Form F-3 shelf.

The filing is primarily legal and structural rather than financial-performance focused. For investors, the key takeaway is that ING is formalizing an Additional Tier 1 capital instrument under its shelf registration; the actual impact on its capital ratios or funding costs would depend on the size relative to its overall capital base and terms described in the full indenture and offering documents.

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:

Exhibit No.
1.1		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.
4.1		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).
4.2		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.
4.3		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).
5.1		Opinion of Linklaters LLP as to the validity of the securities (Dutch law).
5.2		Opinion of Sullivan & Cromwell LLP as to the validity of the securities (New York law).
8.1		Opinion of PricewaterhouseCoopers Belastingadviseurs N.V. as to certain matters of Dutch taxation.
8.2		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.

		ING Groep N.V.
		(Registrant)
By:		/s/ K.I.D. Tuinstra
		Name: K.I.D. Tuinstra Title: Authorized Signatory
By:		/s/ P.G. van der Linde
		Name: P.G. van der Linde Title: Authorized Signatory

Dated: September 9, 2025

FAQ

What does ING (ING) disclose in this Form 6-K filing?

The Form 6-K from ING Groep N.V. furnishes transaction documents for a new series of $1,500,000,000 7.000% Perpetual Additional Tier 1 Contingent Convertible Capital Securities, along with an underwriting agreement, supplemental indenture, global security form, and related legal and tax opinions.

How is this ING Form 6-K linked to the existing Form F-3 shelf registration?

The report states that it is deemed incorporated by reference into ING Groep N.V.’s registration statement on Form F-3 (File No. 333-286734) and becomes part of that shelf registration from the date it is furnished, unless later documents supersede it.

What new capital securities does ING Groep N.V. describe in this filing?

The filing describes a fifth supplemental indenture and global security form for $1,500,000,000 7.000% Perpetual Additional Tier 1 Contingent Convertible Capital Securities, which are a type of contingent convertible capital instrument that can qualify as Additional Tier 1 capital.

Which prior ING Additional Tier 1 securities are referenced in this Form 6-K?

The exhibit list references a fourth supplemental indenture covering $1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities and $1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities, incorporated by reference from a prior Form 6-K filed on 14 September 2021.

What types of legal and tax opinions are included in INGs Form 6-K exhibits?

The exhibits include opinions from Linklaters LLP on the validity of the securities under Dutch law, from Sullivan & Cromwell LLP on validity under New York law and on certain U.S. tax matters, and from PricewaterhouseCoopers Belastingadviseurs N.V. on certain Dutch tax matters.