ING Groep (NYSE: ING) repurchases €155.7M of shares in €1B buyback

Rhea-AI Filing Summary

ING Groep N.V. reports progress on its ongoing €1.0 billion share buyback programme. During the week of 18 May to 22 May 2026, the group repurchased 1,775,000 shares at an average price of €25.77, for a total of €45,741,277.50.

ING states that, in line with the programme’s goal to reduce its share capital, it has so far repurchased 6,150,000 shares at an average price of €25.31, for a total consideration of €155,686,230.00. This represents approximately 15.57% of the programme’s maximum total value.

Key Figures

Weekly shares repurchased: 1,775,000 shares Weekly average repurchase price: €25.77 per share Weekly repurchase amount: €45,741,277.50 +5 more

8 metrics

Weekly shares repurchased 1,775,000 shares Week of 18-22 May 2026 under buyback programme

Weekly average repurchase price €25.77 per share Average price paid for weekly repurchases

Weekly repurchase amount €45,741,277.50 Cash spent on shares in week of 18-22 May 2026

Total shares repurchased to date 6,150,000 shares Cumulative repurchases under current programme

Total average repurchase price €25.31 per share Average price for all shares repurchased to date

Total consideration to date €155,686,230.00 Cumulative cash spent under buyback programme

Programme size €1.0 billion Maximum total value of share buyback programme

Programme completion 15.57% Portion of maximum total value completed to date

Key Terms

share buyback programme, Market Abuse Regulation, IFRS-EU, ESG rating, +2 more

6 terms

share buyback programme financial

"as part of our €1.0 billion share buyback programme announced on 30 April 2026"

A share buyback programme is when a company uses its cash to purchase its own shares from the market, reducing the number of shares available to other investors; imagine a bakery buying back coupons so fewer are circulating. It matters because cutting the share count can boost earnings per share and increase each remaining investor’s ownership stake, and it also signals management’s view of the stock while using cash that could have been spent on other priorities.

Market Abuse Regulation regulatory

"within the meaning of Article 7(1) to (4) of EU Regulation No 596/2014 (‘Market Abuse Regulation’)"

Market abuse regulation consists of laws and rules designed to prevent dishonest or manipulative practices in financial markets. It aims to ensure fair and transparent trading, so investors can trust that markets operate honestly, much like rules that keep a game fair. By reducing unfair advantages, it helps protect investor confidence and promotes healthy, efficient markets.

IFRS-EU financial

"ING Group’s annual accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS- EU’)."

IFRS-EU are the International Financial Reporting Standards as adopted and enforced by the European Union; they are the official set of accounting rules many public companies in EU countries must use when preparing financial reports. They matter to investors because they make companies record income, expenses and assets in a consistent, comparable way—like everyone following the same recipe—so financial statements can be trusted for cross-company and cross-border investment decisions.

ESG rating financial

"ING's ESG rating by MSCI has been upgraded from 'AA' to 'AAA' in October 2025."

An ESG rating is a score that summarizes how well a company manages risks and opportunities related to the environment, social issues, and corporate governance—think of it like a report card for a company’s impact and practices. Investors use it like a credit score or safety check: higher ratings can signal lower long-term risk, better resilience, and easier access to capital, while lower ratings can warn of reputational, regulatory, or operational problems that might affect returns.

ESG risk rating financial

"ING’s management of ESG material risk is ‘Strong’ with an ESG risk rating of 18.0 (low risk)."

forward-looking statements regulatory

"Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-14642

ING Groep N.V.
(Translation of registrant's name into English)

Bijlmerdreef 106
1102 CT Amsterdam
The Netherlands
(Address of principal executive office)

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 [ X ]      Form 40-F [   ]

On May 26, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated May 26, 2026

SIGNATURES

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)
Date: May 26, 2026		/s/ Raymond Vermeulen
		Raymond Vermeulen
		Head of Media Relations & Issue Management

EXHIBIT 99.1

Progress on share buyback programme

Progress on share buyback programme

ING announced today that, as part of our €1.0 billion share buyback programme announced on 30 April 2026, in total 1,775,000 shares were repurchased during the week of 18 May up to and including 22 May 2026.

The shares were repurchased at an average price of €25.77 for a total amount of €45,741,277.50. For detailed information on the daily repurchased shares, individual share purchase transactions and weekly reports, see the updates on the share buyback programme on our website.

In line with the purpose of the programme to reduce the share capital of ING, the total number of shares repurchased under this programme to date is 6,150,000 at an average price of €25.31 for a total consideration of €155,686,230.00. To date approximately 15.57% of the maximum total value of the share buyback programme has been completed.

Note for editors
For more on ING, please visit www.ing.com. Frequent news updates can be found in the Newsroom or via X @ING_news feed. Photos of ING operations, buildings and its executives are available for download at Flickr.

Press enquiries	Investor enquiries
ING Group Media Relations	ING Group Investor Relations
+31 20 576 5000	+31 20 576 6396
Media.Relations@ing.com	Investor.Relations@ing.com

ING PROFILE
ING is a global financial institution with a strong European base, offering banking services through its operating company ING bank. The purpose of ING Bank is: empowering people to stay a step ahead in life and in business. ING Bank’s more than 60,000 employees offer retail and wholesale banking services to customers in over 100 countries.

ING Group shares are listed on the exchanges of Amsterdam (INGA NA, INGA.AS), Brussels and on the New York Stock Exchange (ADRs: ING US, ING.N).

ING aims to put sustainability at the heart of what we do. Our policies and actions are assessed by independent research and ratings providers, which give updates on them annually. ING's ESG rating by MSCI has been upgraded from 'AA' to 'AAA' in October 2025. As of June 2025, in Sustainalytics’ view, ING’s management of ESG material risk is ‘Strong’ with an ESG risk rating of 18.0 (low risk). ING Group shares are also included in major sustainability and ESG index products of leading providers. Here are some examples: Euronext, STOXX, Morningstar and FTSE Russell.

IMPORTANT LEGAL INFORMATION
Elements of this press release contain or may contain information about ING Groep N.V. and/ or ING Bank N.V. within the meaning of Article 7(1) to (4) of EU Regulation No 596/2014 (‘Market Abuse Regulation’).

ING Group’s annual accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS- EU’). In preparing the financial information in this document, except as described otherwise, the same accounting principles are applied as in the 2025 ING Group consolidated annual accounts. All figures in this document are unaudited. Small differences are possible in the tables due to rounding.

Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those in such statements due to a number of factors, including, without limitation: (1) changes in general economic conditions and customer behaviour, in particular economic conditions in ING’s core markets, including changes affecting currency exchange rates and the regional and global economic impact of the invasion of Russia into Ukraine and related international response measures (2) changes affecting interest rate levels (3) any default of a major market participant and related market disruption (4) changes in performance of financial markets, including in Europe and developing markets (5) fiscal uncertainty in Europe and the United States (6) discontinuation of or changes in ‘benchmark’ indices (7) inflation and deflation in our principal markets (8) changes in conditions in the credit and capital markets generally, including changes in borrower and counterparty creditworthiness (9) failures of banks falling under the scope of state compensation schemes (10) non-compliance with or changes in laws and regulations, including those concerning financial services, financial economic crimes and tax laws, and the interpretation and application thereof (11) geopolitical risks, political instabilities and policies and actions of governmental and regulatory authorities, including in connection with the invasion of Russia into Ukraine and other existing or emerging military conflicts, the risk of further military escalation, geopolitical tensions, trade restrictions and the related international response measures (12) legal and regulatory risks in certain countries with less developed legal and regulatory frameworks (13) prudential supervision and regulations, including in relation to stress tests and regulatory restrictions on dividends and distributions (also among members of the group) (14) ING’s ability to meet minimum capital and other prudential regulatory requirements (15) changes in regulation of US commodities and derivatives businesses of ING and its customers (16) application of bank recovery and resolution regimes, including write down and conversion powers in relation to our securities (17) outcome of current and future litigation, enforcement proceedings, investigations or other regulatory actions, including claims by customers or stakeholders who feel misled or treated unfairly, and other conduct issues (18) changes in tax laws and regulations and risks of non-compliance or investigation in connection with tax laws, including FATCA (19) operational and IT risks, such as system disruptions or failures, breaches of security, cyber-attacks, human error, changes in operational practices or inadequate controls including in respect of third parties with which we do business and including any risks as a result of incomplete, inaccurate, or otherwise flawed outputs from the algorithms and data sets utilized in artificial intelligence (20) risks and challenges related to cybercrime including the effects of cyberattacks and changes in legislation and regulation related to cybersecurity and data privacy, including such risks and challenges as a consequence of the use of emerging technologies, such as advanced forms of artificial intelligence and quantum computing (21) changes in general competitive factors, including ability to increase or maintain market share (22) inability to protect our intellectual property and infringement claims by third parties (23) inability of counterparties to meet financial obligations or ability to enforce rights against such counterparties (24) changes in credit ratings (25) business, operational, regulatory, reputation, transition and other risks and challenges in connection with climate change, diversity, equity and inclusion and other ESG-related matters, including data gathering and reporting and also including managing the conflicting laws and requirements of governments, regulators and authorities with respect to these topics (26) inability to attract and retain key personnel (27) future liabilities under defined benefit retirement plans (28) failure to manage business risks, including in connection with use of models, use of derivatives, or maintaining appropriate policies and guidelines (29) changes in capital and credit markets, including interbank funding, as well as customer deposits, which provide the liquidity and capital required to fund our operations, and (30) the other risks and uncertainties detailed in the most recent annual report of ING Groep N.V. (including the Risk Factors contained therein) and ING’s more recent disclosures, including press releases, which are available on www.ing.com.

This document may contain ESG-related material that has been prepared by ING on the basis of publicly available information, internally developed data and other third-party sources believed to be reliable. ING has not sought to independently verify information obtained from public and third-party sources and makes no representations or warranties as to accuracy, completeness, reasonableness or reliability of such information. This document may also discuss one or more specific transactions and/or contain general statements about ING’s ESG approach. The approach and criteria referred to in this document are intended to be applied in accordance with applicable law. Due to the fact that there may be different or even conflicting laws, the approach, criteria or the application thereof, could be different.

Materiality, as used in the context of ESG, is distinct from, and should not be confused with, such term as defined in the Market Abuse Regulation or as defined for Securities and Exchange Commission (‘SEC’) reporting purposes. Any issues identified as material for purposes of ESG in this document are therefore not necessarily material as defined in the Market Abuse Regulation or for SEC reporting purposes.  In addition, there is currently no single, globally recognized set of accepted definitions in assessing whether activities are “green” or “sustainable.” Without limiting any of the statements contained herein, we make no representation or warranty as to whether any of our securities constitutes a green or sustainable security or conforms to present or future investor expectations or objectives for green or sustainable investing. For information on characteristics of a security, use of proceeds, a description of applicable project(s) and/or any other relevant information, please reference the offering documents for such security.

This document may contain inactive textual addresses to internet websites operated by us and third parties. Reference to such websites is made for information purposes only, and information found at such websites is not incorporated by reference into this document. ING does not make any representation or warranty with respect to the accuracy or completeness of, or take any responsibility for, any information found at any websites operated by third parties. ING specifically disclaims any liability with respect to any information found at websites operated by third parties. ING cannot guarantee that websites operated by third parties remain available following the publication of this document, or that any information found at such websites will not change following the filing of this document. Many of those factors are beyond ING’s control.

Any forward-looking statements made by or on behalf of ING speak only as of the date they are made, and ING assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or for any other reason.

This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States or any other jurisdiction.

Attachment

• PDF Version of Press Release (https://ml-eu.globenewswire.com/Resource/Download/70668375-d2e3-4463-9bc0-03c51750a452)

FAQ

What did ING (ING) announce in this Form 6-K filing?

ING announced updated progress on its €1.0 billion share buyback programme. It reported additional weekly share repurchases, the cumulative shares bought back to date, and the percentage of the programme’s total value that has been completed so far.

How many ING shares were repurchased in the week of 18-22 May 2026?

ING repurchased 1,775,000 shares during the week of 18 May up to and including 22 May 2026. These shares were bought at an average price of €25.77, for a total cash outlay of €45,741,277.50 under the buyback programme.

What is the total progress of ING’s €1.0 billion share buyback so far?

ING reports that 6,150,000 shares have been repurchased under the programme to date. The average price paid is €25.31 per share, for a total consideration of €155,686,230.00, representing about 15.57% of the programme’s maximum value.

What is the purpose of ING’s current share buyback programme?

ING states that the purpose of the €1.0 billion share buyback programme is to reduce the share capital of ING. By repurchasing and cancelling shares, the total number of outstanding shares declines, which can increase each remaining share’s claim on future earnings.

How strong are ING’s ESG ratings mentioned in this document?

ING notes that its MSCI ESG rating was upgraded from ‘AA’ to ‘AAA’ in October 2025. It also cites a Sustainalytics ESG risk rating of 18.0 as of June 2025, classified as low risk, reflecting externally assessed ESG risk management.

Under which accounting standards does ING prepare its annual accounts?

ING prepares its annual accounts in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU). The financial information in the document applies the same accounting principles as the 2025 consolidated annual accounts and is stated as unaudited.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 12.9 KB