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

Rhea-AI Filing Summary

NatWest Group reports purchases of 2,289,452 ordinary shares under its ongoing share buyback programme at prices as low as 500.40 GBp and 500.60 GBp across LSE and BATE venues. The purchases were executed by Merrill Lynch International (BofA) under instructions previously issued by the Company. The Company intends to cancel the repurchased shares. After settlement, NatWest will hold 231,204,597 shares in treasury and will have 8,062,774,882 ordinary shares outstanding (excluding treasury shares). A full breakdown of individual trades is available via the announced transaction report.

Positive

• Buyback executed under existing programme, demonstrating continuity in capital-return policy
• Intention to cancel the repurchased shares, which reduces issued share capital and may modestly increase per-share metrics
• Full trade breakdown published, supporting regulatory transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine buyback execution; modest on a large-cap basis but reduces share count and signals capital return intent.

The disclosed purchase of 2,289,452 shares at roughly 500.4–500.6 GBp is a specific execution under an existing programme rather than a new authorization. The stated intention to cancel the repurchased shares reduces the company’s share capital and slightly increases remaining shareholders’ proportional ownership. The transaction size appears small relative to the outstanding share count of over 8.06 billion, so immediate per-share earnings or book-value effects will be limited. Availability of the full trade breakdown supports regulatory transparency.

Corporate Governance Expert

TL;DR: Transaction follows established procedures and regulatory disclosure; cancellation of shares aligns with capital-return policy.

The trades were executed through an appointed broker and disclosed in line with Market Abuse Regulation requirements, with a published detailed trade breakdown. Cancellation of repurchased shares is a standard mechanism to retire shares rather than increase treasury holdings. From a governance perspective, the filing meets disclosure standards and demonstrates adherence to the announced buyback instructions; there is no indication of unusual governance concerns in the disclosed text.

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

September, 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:

NatWest Group plc

3 September 2025

Transaction in Own Shares

NatWest Group plc (the "Company") announces today that it has purchased the following number of ordinary shares in the Company with a nominal value of £1.0769* each ("Ordinary Shares") from Merrill Lynch International ("BofA").

Aggregated information:

Date of purchase	Number of Ordinary Shares purchased	Highest price paid: (GBp)	Lowest price paid: (GBp)	Volume  weighted average price paid per share (GBp)	Venue
03-Sep-25	2,289,452	511.00	500.60	508.47	LSE
03-Sep-25	241	500.40	500.40	500.40	BATE

* Note: the nominal value of Ordinary Shares without rounding is £1.076923076923077 per share

Such purchases form part of the Company's existing share buyback programme and were effected pursuant to the instructions issued by the Company to BofA on 25 July 2025, as announced on 28 July 2025.

The Company intends to cancel the repurchased Ordinary Shares.

Following the settlement of the above transactions, the Company will hold 231,204,597 Ordinary Shares in treasury and have 8,062,774,882 Ordinary Shares in issue (excluding treasury shares).

Further information:

Investor Relations

+ 44 (0)207 672 1758

Media Relations

+44 (0)131 523 4205

Legal Entity Identifier: 2138005O9XJIJN4JPN90

Transaction details

In accordance with Article 5(1)(b) of Regulation (EU) No.596/2014 as it applies in the UK (Market Abuse Regulation), a full breakdown of the individual trades made by BofA on behalf of the Company as part of the buyback programme is detailed in the attached: http://www.rns-pdf.londonstockexchange.com/rns/9224X_1-2025-9-3.pdf

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:	03 September 2025			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

How many shares did NatWest (NWG) purchase in this transaction?

The Company purchased 2,289,452 ordinary shares as disclosed in the filing.

At what prices were the NatWest shares bought?

Trades were executed at prices including 500.60 GBp (LSE) and 500.40 GBp (BATE) as the lowest prices paid.

Will the repurchased NatWest shares be cancelled or held in treasury?

The Company has stated it intends to cancel the repurchased ordinary shares.

How many NatWest shares will be outstanding after settlement?

After settlement the Company will have 8,062,774,882 ordinary shares outstanding excluding treasury shares.

How many NatWest shares will be held in treasury after this transaction?

Following settlement the Company will hold 231,204,597 ordinary shares in treasury.