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

Rhea-AI Filing Summary

NatWest Group plc (NWG) filed a Form 6-K detailing a routine buyback executed on 01 Aug 2025. Through Merrill Lynch International, the bank repurchased 1,351,459 ordinary shares at a volume-weighted average price of 514.43 GBp (high 526 GBp, low 505.4 GBp), spending roughly £7 million. The transaction represents only ≈0.02 % of the 8.09 billion shares outstanding.

The shares will be cancelled; treasury stock will rise to 231.6 million while total shares in issue (ex-treasury) fall accordingly, delivering marginal EPS accretion and signalling continued capital returns under the buyback mandate announced 28 Jul 2025. No changes to guidance, capital ratios or strategy were disclosed.

Positive

• Continued capital return: buyback reinforces management’s commitment to shareholder distributions.
• Share cancellation: reduction in share count offers slight, permanent EPS uplift.

Negative

• Immaterial size: repurchased shares represent only ~0.02 % of outstanding, offering negligible valuation impact.

Insights

Equity Analyst

TL;DR Minor £7 m buyback equals 0.02 % of float—positive signal but financially immaterial.

The purchase continues NatWest’s ongoing authorisation and underscores management’s willingness to use excess capital after passing regulatory stress tests. However, the scale is negligible versus the bank’s £20 bn market cap; capital and CET1 ratios will be effectively unchanged. Investors should view this filing as routine programme housekeeping rather than a catalyst.

Corporate Governance Specialist

TL;DR Compliance with UK MAR and full trade disclosure shows sound governance; impact remains limited.

NatWest provided granular trade data and confirmed cancellation, aligning with UK Market Abuse Regulation Article 5(1)(b). Transparent execution through a major broker mitigates market-manipulation concerns. Yet, with buybacks below materiality thresholds, governance or ownership structure is essentially unaffected.

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

01 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
01-Aug-25	1,351,459	526.00	505.40	514.43	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 231,646,267 Ordinary Shares in treasury and have 8,094,083,211 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/7202T_1-2025-8-1.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:	01 August 2025			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

How many NatWest (NWG) shares were repurchased on 1 August 2025?

The company bought 1,351,459 ordinary shares as part of its ongoing buyback.

What was the average price paid per share in the NatWest buyback?

NatWest paid a volume-weighted average price of 514.43 GBp per share.

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

NatWest stated the shares will be cancelled, permanently reducing share count.

What is NatWest’s total share count after the 1 August 2025 buyback?

Post-settlement, NatWest will have 8,094,083,211 shares outstanding, excluding 231,646,267 shares held in treasury.

Is the buyback size material to NatWest’s capital position?

No; the £7 m repurchase equals roughly 0.02 % of shares and is immaterial to capital ratios.