[6-K] NatWest Group plc American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

NatWest Group plc (NWG) filed a Form 6-K on 8 Aug 2025 reporting routine insider transactions under the 2024 Employee Share Plan. On 7 Aug 2025 eight persons discharging managerial responsibility (PDMRs) received ordinary shares priced at £5.2384 as fixed share allowances for the quarter ending 30 Sep 2025. After withholding shares to cover taxes at £5.1732, each executive retained stock that will release in tranches over five years; CEO Paul Thwaite kept the largest individual balance (29,776 shares).

In a separate Article 19 Market Abuse Regulation disclosure, Group Chief Information Officer Scott Marcar sold 7,759 shares on 8 Aug 2025 at £5.1634, with the trade executed on the London Stock Exchange.

The filing contains no financial results, guidance or strategic announcements and therefore has limited direct impact on NatWest’s investment thesis beyond standard governance transparency.

Positive

• Equity-based remuneration keeps senior leadership incentives tied to shareholder returns, reinforcing alignment.

Negative

• Insider sale by CIO could create minor perception of lowered confidence, albeit immaterial in scale.

Insights

Corporate Governance Analyst

TL;DR – Routine share-plan vesting; minimal governance concern.

The disclosure satisfies MAR Article 19 requirements for insider dealings. Share issuance aligns senior management compensation with equity performance, supporting shareholder alignment best practice. The single 7,759-share sale by the CIO represents a small fraction of overall insider ownership and appears linked to personal liquidity rather than signalling. No red flags emerge regarding compliance or insider-trading timing, so I view governance impact as neutral.

Portfolio Manager

TL;DR – Administrative; negligible portfolio impact.

The vesting and modest insider sale do not alter NatWest’s earnings outlook, capital position or dividend capacity. Combined share movements are immaterial versus NWG’s ~9 bn share count and £26 bn market cap. I would not adjust position sizing or valuation models based on this filing.

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

August, 2025

Commission File Number 001-10306

NatWest Group plc

250 Bishopsgate,

London, EC2M 4AA

United Kingdom

(Address of principal executive offices)

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 ☐

The following information was issued as Company announcements in London, England and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K:

8 August 2025

NatWest Group plc

INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE MARKET ABUSE REGULATION

1.    NatWest Group plc (the Company) announces that ordinary shares of £1.0769* each in the Company (Shares) (ISIN:GB00BM8PJY71) were delivered to PDMRs on 7 August 2025 under the NatWest Group 2024 Employee Share Plan (the Plan), as set out below. 

The Shares delivered represent payment of a fixed share allowance for the three month period ending 30 September 2025 and have been calculated using a Share price of £5.2384.

The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:-

Name of PDMR	Position of PDMR	No. of Shares vested	No. of Shares withheld to satisfy associated tax liability	No. of vested Shares retained
Robert Begbie	CEO, NatWest Commercial & Institutional	17,301	8,664	8,637
Solange Chamberlain	CEO, Retail Banking	13,841	6,516	7,325
Emma Crystal	CEO, Coutts and Wealth Businesses	13,125	6,179	6,946
Keiran Foad	Group Chief Risk Officer	19,687	9,267	10,420
Scott Marcar	Group Chief Information Officer	19,687	9,267	10,420
Katie Murray	Group Chief Financial Officer	38,357	18,055	20,302
Paul Thwaite	Group Chief Executive Officer	56,257	26,481	29,776
Jen Tippin	Group Chief Operating Officer	19,687	9,267	10,420

The market price used to determine the number of Shares withheld to meet associated tax liabilities was £5.1732. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a five year period.

2.  The Company announces that the PDMR set out below has sold Shares on the date and at the price indicated:

Name of PDMR	Position of PDMR	No. of Shares sold	Sale price	Date of transaction
Scott Marcar	Group Chief Information Officer	7,759	£5.1634	8 August 2025

All of the above transactions took place on the London Stock Exchange (XLON).

* Note: the nominal value of ordinary shares without rounding is £1.076923076923077 per share

Legal Entity Identifier: 2138005O9XJIJN4JPN90

For further information contact:

NatWest Group Investor Relations

       Claire Kane

       Director of Investor Relations

       +44 20 7672 1758

NatWest Group Media Relations 

+44(0)131 523 4205

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.

			NatWest Group plc (Registrant)
Date:	08 August 2025			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

What did NatWest (NWG) disclose in its 8 Aug 2025 Form 6-K?

The filing reports share grants to eight executives under the 2024 Employee Share Plan and one executive share sale, with no financial results included.

How many shares did CEO Paul Thwaite retain from the 2024 plan?

Paul Thwaite retained 29,776 ordinary shares after tax withholding.

At what price were the plan shares calculated for vesting?

Share grants were calculated using a price of £5.2384 per share.

Which executive sold shares and at what price?

Group CIO Scott Marcar sold 7,759 shares at £5.1634 on 8 Aug 2025.

Does the 6-K include earnings or guidance updates for NWG?

No. The document is limited to PDMR share transactions and contains no financial performance data or outlook.