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

Rhea-AI Filing Summary

NatWest Group repurchased 1,849,240 ordinary shares at a volume-weighted average price of 540.90p per share, with trades between 537.20p and 544.00p on the London Stock Exchange. The purchases were executed by Merrill Lynch International (BofA) as part of the Company’s existing share buyback programme. The Company intends to cancel the repurchased shares. After settlement the Company will hold 231,258,553 shares in treasury and will have 8,081,991,609 ordinary shares in issue excluding treasury. A full breakdown of individual trades is available at the attached RNS link.

Positive

• Completed purchase of 1,849,240 Ordinary Shares at a VWAP of 540.90p as part of the existing buyback programme
• Company intends to cancel the repurchased Ordinary Shares, reducing share capital when cancellations occur
• Regulatory transparency with a full breakdown of individual trades provided via the RNS link

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine, small-scale buyback within an existing programme; limited immediate dilution reduction given the small size relative to outstanding shares.

The Company purchased 1,849,240 shares at a VWAP of 540.90p. Measured against the reported 8,081,991,609 shares outstanding (excluding treasury), this tranche represents approximately 0.023% of the outstanding share count, indicating a modest capital return in the context of total capital structure. The repurchased shares are intended to be cancelled, which is an accretive structural action if continued at scale. The disclosure of a full trade breakdown via the RNS link is consistent with regulatory transparency requirements.

Corporate Governance Expert

TL;DR: Disclosure and execution are standard; cancellation intention and full-trade reporting align with good corporate governance practices.

The Company confirms execution through Merrill Lynch International and states the intention to cancel the repurchased Ordinary Shares. The announcement references compliance with market disclosure rules and provides a link to a detailed trade breakdown, supporting governance and investor transparency. The size of the individual transaction is small relative to issued share capital, making this a routine update rather than a material governance event.

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

13 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
13-Aug-25	1,849,240	544.00p	537.20p	540.90p	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 231,258,553 Ordinary Shares in treasury and have 8,081,991,609 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/2475V_1-2025-8-13.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:	13 August 2025			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

What share repurchase did NatWest Group (NWG) report?

NatWest Group repurchased 1,849,240 ordinary shares on the LSE with a VWAP of 540.90p and trade prices between 537.20p and 544.00p.

Are the repurchased NatWest shares being cancelled?

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

How many shares will NatWest hold in treasury after settlement?

After settlement the Company will hold 231,258,553 Ordinary Shares in treasury.

How many NatWest shares will be in issue excluding treasury after this transaction?

The Company will have 8,081,991,609 Ordinary Shares in issue excluding treasury shares.

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

A full breakdown is provided via the attached RNS PDF link included in the filing: http://www.rns-pdf.londonstockexchange.com/rns/2475V_1-2025-8-13.pdf.

Who executed the repurchase on behalf of NatWest?

The purchases were executed by Merrill Lynch International (BofA) on behalf of the Company.