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
OF THE SECURITIES EXCHANGE ACT OF 1934
July 28, 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.
This report on Form 6-K shall
be deemed incorporated by reference into the company’s Registration Statement on Form F-3 (File No. 333-284008) and to be a part
thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
NatWest Group plc
28 July 2025
Commencement of Share Buyback Programme
NatWest Group plc (the “Company”) announces the commencement
of its programme to buy back ordinary shares in the Company with a nominal value of £1.0769* each (“Ordinary Shares”).
On 25 July 2025, the Company announced its half year results and a share
buyback programme (the “2025 Programme”) of up to £750 million. The 2025 Programme will commence on 28 July 2025 and
will end no later than 13 February 2026, provided that the term of the 2025 Programme may be extended to end no later than 13 March 2026
to account for any days where usual trading has not been possible because of market events during the term of the 2025 Programme.
The 2025 Programme, the purpose of which is to reduce the Company’s
issued share capital, will take place within the limitations of the authority granted by shareholders to the Board of the Company at its
Annual General Meeting, held on 23 April 2025 (the “2025 Authority”).
The maximum number of Ordinary Shares that can be purchased by the Company
under the 2025 Programme is 807,750,182**.
The Company has entered into non-discretionary instructions with Merrill
Lynch International to conduct the Programme on its behalf and to make trading decisions under the Programme independently of the Company.
The Company intends to cancel the repurchased Ordinary
Shares.
* The nominal value of Ordinary Shares without rounding is £1.076923076923077
per share.
** 10% of the issued ordinary share capital as at 13 March 2025, as
approved at the Annual General Meeting, held on 23 April 2025.
Further information:
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90
Disclaimer
This announcement is for information purposes only and does not constitute
or form a part of an offer to sell or a solicitation of an offer to purchase, or the solicitation to sell, any securities of the Company.
Forward-looking statements
This announcement may include forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act of 1995, such as statements with respect to NatWest Group’s
financial condition, results of operations and business, including its strategic priorities, financial, investment and capital targets,
and climate and sustainability related targets, commitments and ambitions described
herein. Statements that are not historical facts,
including statements about NatWest Group’s beliefs and expectations, are forward-looking statements. Words, such as ‘expect’,
‘estimate’, ‘project’, ‘anticipate’, ‘commit’, ‘believe’, ‘should’,
‘intend’, ‘will’, ‘plan’, ‘could’, ‘target’, ‘goal’, ‘objective’,
‘may’, ‘outlook’, ‘prospects’ and similar expressions or variations on these expressions are intended
to identify forward-looking statements. In particular, this announcement may include forward-looking statements relating , but not limited
to: its 2025 Programme and the details thereto; NatWest Group’s outlook, guidance and targets (including in relation to RoTE, total
income, other operating expenses, loan impairment rate, CET1 ratio, RWA levels, payment of dividends and participation in directed buybacks),
its financial position, profitability and financial performance, the implementation of its strategy, its access to adequate sources of
liquidity and funding, its regulatory capital position and related requirements, its impairment losses and credit exposures under certain
specified scenarios, substantial regulation and oversight, ongoing legal, regulatory and governmental actions and investigations. Forward-looking
statements are subject to a number of risks and uncertainties that might cause actual results and performance to differ materially from
any expected future results or performance expressed or implied by the forward-looking statements. Factors that could cause or contribute
to differences in current expectations include, but are not limited to, future growth initiatives (including acquisitions, joint ventures
and strategic partnerships), the outcome of legal, regulatory and governmental actions and investigations, the level and extent of future
impairments and write-downs, legislative, political, fiscal and regulatory developments, accounting standards, competitive conditions,
technological developments, interest and exchange rate fluctuations, general economic and political conditions and uncertainties, exposure
to third party risk, operational risk, conduct risk, cyber, data and IT risk, financial crime risk, key person risk and credit rating
risk and the impact of climate and sustainability related risks and the transitioning to a net zero economy. These and other factors,
risks and uncertainties that may impact any forward-looking statement or NatWest Group plc's actual results are discussed in NatWest Group
plc's 2024 Annual Report and Accounts on Form 20-F, NatWest Group’s Interim Management Statement for Q1 and H1 2025 on Form 6-K,
and its other public filings. The forward-looking statements contained in this announcement speak only as of the date of this announcement
and NatWest Group plc does not assume or undertake any obligation or responsibility to update any of the forward-looking statements contained
in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
No Purchases in the United States and No Purchases of American Depositary
Receipts (“ADRs”)
Purchases of Ordinary Shares under the Programme will be made outside
the United States only. There will be no purchases of Ordinary Shares from within the United States or from persons known to be located
in the United States, and there will be no purchases of the Company’s ADRs under the Programme.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly
authorized.
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NatWest Group plc |
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(Registrant) |
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| Date: |
28 July 2025 |
By: |
/s/ Dearbhla Kelly |
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Name: |
Dearbhla Kelly |
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Title: |
Assistant Secretary |
