[6-K] ING GROEP NV Current Report (Foreign Issuer)

Rhea-AI Filing Summary

ING Groep N.V. furnished a Form 6-K that is incorporated by reference into its existing Form F-3 shelf registration. The report primarily provides transaction documents for new senior debt securities.

Key exhibits include an underwriting agreement with a syndicate of banks and a Ninth Supplemental Indenture covering $1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 and $1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037. The filing also attaches Dutch and U.S. legal opinions on the validity of the securities and tax opinions addressing Dutch and U.S. tax matters.

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 March 23, 2026

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OF ING GROEP N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., ING Financial Markets LLC, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC as representatives of the several underwriters named therein, dated March 16, 2026.
4.1		Ninth Supplemental Indenture between ING Groep N.V. and The Bank of New York Mellon, London Branch, as trustee, dated as of March 23, 2026, in respect of $1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 and $1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037.
4.2		The form of Global Note for the $1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 (incorporated by reference to Exhibit A-1 to Exhibit 4.1 above).
4.3		The form of Global Note for the $1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037 (incorporated by reference to Exhibit A-2 to Exhibit 4.1 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/ P.G. van der Linde
		Name: P.G. van der Linde Title: Senior Legal Counsel
By:		/s/ K.I.D. Tuinstra
		Name: K.I.D. Tuinstra Title: Treasury Advisor

Dated: March 23, 2026

FAQ

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

ING Groep N.V. furnishes a Form 6-K that is incorporated by reference into its Form F-3 shelf registration, providing documentation for new senior notes and related legal and tax opinions.

What senior notes are referenced in ING (ING)'s March 23, 2026 Form 6-K?

The filing references a Ninth Supplemental Indenture for $1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 and $1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037, along with related global note forms.

Which underwriting agreement is included in ING (ING)'s Form 6-K exhibits?

The Form 6-K includes an underwriting agreement between ING Groep N.V. and several underwriters, led by BMO Capital Markets, BofA Securities, Citigroup, ING Financial Markets, J.P. Morgan, Scotia Capital, and Wells Fargo Securities, dated March 16, 2026.

What legal opinions are provided in ING (ING)'s Form 6-K?

The filing includes a Dutch law validity opinion from Linklaters LLP and a New York law validity opinion from Sullivan & Cromwell LLP, both addressing the securities covered by the Ninth Supplemental Indenture and related documentation.

What tax opinions accompany ING (ING)'s senior notes documentation?

The Form 6-K attaches a Dutch tax opinion from PricewaterhouseCoopers Belastingadviseurs N.V. and a U.S. tax opinion from Sullivan & Cromwell LLP, each covering certain tax aspects of the referenced senior notes.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 316.9 KB
• EX-4.1 EX-4.1 267.2 KB
• EX-5.1 EX-5.1 58.5 KB
• EX-5.2 EX-5.2 8.4 KB
• EX-8.1 EX-8.1 7.7 KB
• EX-8.2 EX-8.2 3.5 KB