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

Rhea-AI Filing Summary

NatWest Group plc announced a purchase of 1,928,995 ordinary shares executed on 12-Aug-25 via Merrill Lynch International (BofA) on the London Stock Exchange at a volume-weighted average price of 536.50p per share (highest 539.00p, lowest 532.60p). These shares form part of the Company’s existing buyback programme instructed on 25 July 2025 and previously announced on 28 July 2025. The Company intends to cancel the repurchased shares.

After settlement the Company will hold 231,259,394 shares in treasury and have 8,083,840,008 ordinary shares in issue (excluding treasury). A full trade breakdown is provided by the Company via the attached RNS link.

Positive

• Executed buyback as disclosed: 1,928,995 shares purchased under the existing programme, demonstrating follow-through on capital return plans
• Cancellation intent stated: Company intends to cancel the repurchased Ordinary Shares, which will reduce the issued share count
• Clear post-transaction figures: Treasury holdings of 231,259,394 and 8,083,840,008 shares outstanding (ex-treasury) are provided

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine execution of the announced buyback reduces outstanding shares and signals capital return, executed at a mid-500p VWAP.

The Company executed a single-day repurchase of 1.93 million shares at a VWAP of 536.50p, with prices between 532.60p and 539.00p. These shares are part of the previously disclosed programme and are intended to be cancelled, which will reduce the issued share count once completed. The disclosure includes post-transaction treasury and issued share counts, offering clarity on share capital after settlement.

Corporate Governance Expert

TL;DR: The buyback follows disclosed instructions and includes cancellation intent; disclosure is consistent with market-abuse regulation requirements.

The announcement cites instruction dates and provides a link to the detailed trade breakdown, aligning with transparency expectations under applicable UK/UK-adopted EU rules. The stated intention to cancel repurchased shares is a governance decision that will affect capital structure; the filing documents the transaction and updated treasury/issued share figures without additional governance commentary.

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:

NatWest Group plc

12 August 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
12-Aug-25	1,928,995	539.00p	532.60p	536.50p	LSE

* 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 231,259,394 Ordinary Shares in treasury and have 8,083,840,008 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/0631V_1-2025-8-12.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:	12 August 2025			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

What shares did NatWest (NWG) purchase as part of the buyback?

The Company purchased 1,928,995 ordinary shares on 12-Aug-25 via Merrill Lynch International (BofA) on the LSE.

At what price did NatWest (NWG) execute the buyback?

The aggregate trades had a volume-weighted average price of 536.50p per share with a highest price of 539.00p and lowest of 532.60p.

Will NatWest (NWG) cancel the repurchased shares?

Yes. The Company states it intends to cancel the repurchased Ordinary Shares.

How many shares will NatWest hold after settlement?

Following settlement the Company will hold 231,259,394 Ordinary Shares in treasury and have 8,083,840,008 shares in issue excluding treasury.

Where can I find a full breakdown of the individual trades?

The filing provides a link to the detailed trade breakdown via the Company’s RNS: http://www.rns-pdf.londonstockexchange.com/rns/0631V_1-2025-8-12.pdf.