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

Rhea-AI Filing Summary

NatWest Group plc (NWG) has issued a Form 6-K announcing its intention to redeem the entire $1.15 billion 8.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 (AT1) Notes (ISIN US780099CK11) on 10 August 2025. The redemption will be executed at 100% of principal plus accrued interest under Section 2.08 of the Second Supplemental Indenture dated 10 August 2015, after which the notes will be cancelled.

Management notes that the transaction will reduce the group’s Common Equity Tier 1 (CET1) ratio by approximately 5 basis points, driven mainly by adverse FX movements since issuance. Despite the small CET1 impact, the action removes an 8% coupon instrument from the capital stack, potentially lowering future interest expense and signalising capital headroom sufficient to retire costly capital securities.

The redemption notice has been delivered to noteholders; further details are available via the London Stock Exchange link provided. Key contacts include Scott Forrest (Head of Treasury DCM) and Paul Pybus (Head of Debt Investor Relations).

Insights

Financial Analyst

TL;DR – Redeeming $1.15 bn 8% AT1 trims expensive capital; minor 5 bps CET1 hit, overall neutral-positive.

NatWest is calling its high-coupon AT1 issued in 2015. Retiring an 8% instrument removes a costly layer of capital, likely saving ~US$92 m annually before tax. The 5 bps CET1 reduction is immaterial given NWG’s 13%+ ratio at Q1-25, indicating adequate buffers. Investors may view the move as a sign of balance-sheet strength and disciplined capital management. However, new regulatory-compliant capital might be required if growth resumes or if management wants to preserve distance to minimum requirements.

Capital Markets Specialist

TL;DR – Call aligns with market trend to refinance legacy AT1; limited market impact.

The redemption is executed at the first call date, consistent with European banks’ reputation-preserving practice. Pricing at par avoids make-whole costs, and current AT1 coupons near 7% suggest potential refinancing savings if NWG opts to re-issue. From a liquidity standpoint, the $1.15 bn outflow is manageable given £300 bn+ in HQLA. Rating agencies will likely view the transaction as neutral; the 5 bps CET1 drag is within quarterly volatility.

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

July, 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

2nd July 2025

Notice of Redemption

NatWest Group plc (formerly known as The Royal Bank of Scotland Group plc) (the "Issuer")

The Issuer has given notice to holders of the $1,150,000,000 8.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (ISIN: US780099CK11; CUSIP: 780099CK1 (the "Notes")) of the upcoming redemption of the Notes on 10 August 2025. The amount of the Notes currently outstanding is $1,150,000,000.  

Upon redemption of the Notes there will be a loss to CET1 of approximately 5bps based on Q1 RWAs. This arises due to changes in FX rates since the date of issuance of the Notes.

The Notes are being redeemed pursuant to Section 2.08 of the Second Supplemental Indenture dated as of 10 August 2015. All of the outstanding Notes will be redeemed by the Issuer on 10 August 2025 (the "Redemption Date") at 100% of principal amount, together with accrued and unpaid interest to (but excluding) the Redemption Date, and subsequently cancelled. The Issuer has notified the holders pursuant to the terms of the Notes.

To view the notice, please click on the link below.

http://www.rns-pdf.londonstockexchange.com/rns/4203P_1-2025-7-2.pdf

For further information, please contact:

Scott Forrest

Head of NatWest Treasury DCM

Tel: +44 (0)7747 455 969

Paul Pybus

Head of Debt Investor Relations

Tel: +44 (0) 7769 161 183

Legal Entity Identifier:  2138005O9XJIJN4JPN90

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:	02 July 2025			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

What securities is NatWest Group (NWG) redeeming in the July 2025 Form 6-K?

NWG is redeeming $1.15 billion of 8.000% Perpetual Subordinated Contingent Convertible AT1 Notes issued in 2015.

When will the AT1 notes be redeemed?

The notes will be called on 10 August 2025, the first optional redemption date.

At what price will the notes be redeemed?

Redemption will occur at 100% of principal plus accrued and unpaid interest up to, but excluding, the redemption date.

How does the redemption affect NatWest’s CET1 ratio?

Management estimates a ~5 basis-point reduction to the CET1 ratio based on Q1 2025 risk-weighted assets.

Why is NatWest redeeming the notes?

Although not explicitly stated, redeeming an 8% coupon instrument reduces funding costs and aligns with industry practice to call AT1 at first opportunity.

Will NatWest issue new capital to replace the notes?

The filing does not confirm a replacement issuance; any future AT1 offering would depend on capital planning needs and market conditions.