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

Rhea-AI Filing Summary

NatWest Group plc (NWG) has filed a Form 6-K to confirm the launch of its previously announced £750 million on-market share buyback (the “2025 Programme”). The repurchase starts 28 July 2025 and is scheduled to run through 13 February 2026, with an automatic extension option to 13 March 2026 if trading is disrupted.

• Size limit: up to £750 m, representing a maximum 807,750,182 ordinary shares (10 % of issued share capital as of 13 March 2025).
• Execution: Merrill Lynch International will conduct purchases under non-discretionary instructions, acting independently of the Company.
• Purpose: all repurchased shares will be cancelled, permanently reducing outstanding equity.
• Authority: programme operates within the mandate granted at the 23 April 2025 AGM.
• Geography: no purchases will be made in the United States or in NatWest ADRs.

The filing incorporates this report into NatWest’s Form F-3 shelf and contains customary forward-looking-statement and regulatory disclaimers. No additional financial results are provided.

Positive

• £750 million authorised buyback covering up to 10 % of issued shares, signalling management confidence and providing immediate capital return to shareholders.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: £750 m buyback (10 % share cap) is sizeable, de-leveraging share count and signalling capital strength—positive for shareholder return.

The authorised repurchase of up to 807.8 m shares should enhance per-share metrics once cancelled and demonstrates surplus capital deployment. Executing under non-discretionary instructions reduces insider-trading risk and increases transparency. Absence of U.S./ADR purchases limits liquidity sources but concentrates activity in the primary London market. Lack of concurrent earnings data tempers precise valuation impact, yet the scale—full AGM limit—implies management confidence in capital buffers. Overall market-relevant and shareholder-friendly.

Regulatory Capital Specialist

TL;DR: Buyback uses discretionary capital; impact on CET1 not disclosed—likely manageable within AGM authority; programme is operationally routine.

The announcement reiterates AGM-approved limits and provides execution dates but omits CET1 ratio projections, so prudential impact cannot be quantified. Execution through Merrill Lynch and cancellation of shares aligns with regulatory expectations for own-share transactions. Absence of U.S. purchases mitigates cross-border compliance complexity. Material to equity structure but unlikely to trigger supervisory concerns given prior disclosure.

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.

Form 20-F ☒ 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.

		NatWest Group plc
		(Registrant)
Date:	28 July 2025	By:	/s/ Dearbhla Kelly
		Name:	Dearbhla Kelly
		Title:	Assistant Secretary

FAQ

When does NatWest (NWG) start its 2025 share buyback programme?

The programme commences on 28 July 2025.

What is the total monetary limit of NatWest's 2025 buyback?

Repurchases are capped at £750 million.

How many ordinary shares can NatWest repurchase under the programme?

Up to 807,750,182 ordinary shares, equivalent to 10 % of the share capital.

When is the scheduled end date for the buyback?

The programme is set to end no later than 13 February 2026, extendable to 13 March 2026 if trading days are lost.

Will NatWest buy back its American Depositary Receipts (ADRs)?

No. ADRs will not be purchased; buying activity will occur outside the United States only.

What will NatWest do with the shares it repurchases?

All repurchased ordinary shares will be cancelled to reduce the company’s issued share capital.