NatWest issues $1.25B 4.983% notes due 2032

NatWest Group plc has completed the issuance of $1,250,000,000 4.983% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032.

Rhea-AI Filing Summary

NatWest Group plc has completed the issuance of $1,250,000,000 4.983% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032. The transaction is supported by an underwriting agreement and a pricing agreement with NatWest Markets Securities Inc., each dated June 15, 2026.

The notes are governed by an amended and restated indenture and a Sixteenth Supplemental Indenture dated June 18, 2026, with The Bank of New York Mellon as trustee. Legal opinions from CMS Cameron McKenna Nabarro Olswang LLP and Davis Polk & Wardwell London LLP address the validity of the notes under Scots and New York law.

Key Figures

Note principal amount: $1,250,000,000 Coupon rate: 4.983% Maturity year: 2032 +3 more

6 metrics

Note principal amount $1,250,000,000 Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032

Coupon rate 4.983% Interest rate on 2032 senior callable notes

Maturity year 2032 Senior Callable Fixed-to-Fixed Reset Rate Notes maturity

Issue date June 18, 2026 Issuance date of the $1.25 billion 4.983% notes

Underwriting agreement date June 15, 2026 Underwriting Agreement with NatWest Markets Securities Inc.

Supplemental Indenture number Sixteenth Sixteenth Supplemental Indenture dated June 18, 2026

Key Terms

Senior Callable Fixed-to-Fixed Reset Rate Notes, Indenture, Supplemental Indenture, Global Note, +1 more

5 terms

Senior Callable Fixed-to-Fixed Reset Rate Notes financial

"Form of Global Note for the $1,250,000,000 4.983% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032"

Indenture financial

"Amended and Restated Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Supplemental Indenture financial

"Sixteenth Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

Global Note financial

"Form of Global Note for the $1,250,000,000 4.983% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032"

Registration Statement on Form F-3 regulatory

"deemed incorporated by reference into the company’s Registration Statement on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NatWest Group plc (NWG) disclose in this Form 6-K?

NatWest Group plc reported documentation for issuing $1.25 billion 4.983% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032. The filing primarily lists the underwriting, pricing, indenture and legal opinion exhibits related to this completed debt offering.

What are the key terms of NatWest Group (NWG) 2032 notes?

The notes have a principal amount of $1,250,000,000, a 4.983% interest rate and mature in 2032. They are senior callable fixed-to-fixed reset rate notes, meaning NatWest can redeem them and the coupon structure can reset on specified terms.

When were NatWest Group (NWG) 4.983% notes issued?

The $1,250,000,000 4.983% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032 were issued on June 18, 2026. The related underwriting and pricing agreements are dated June 15, 2026, and the supplemental indenture shares the June 18, 2026 date.

Which legal firms provided opinions on NatWest Group (NWG) notes?

CMS Cameron McKenna Nabarro Olswang LLP gave a Scots law opinion on the validity of the 2032 notes. Davis Polk & Wardwell London LLP provided a U.S. law opinion under New York law, confirming validity of the same $1.25 billion issuance.

How are NatWest Group (NWG) 2032 notes documented and governed?

The notes are issued under an amended and restated indenture dated December 13, 2017, and a Sixteenth Supplemental Indenture dated June 18, 2026. The Bank of New York Mellon acts as trustee, and a global note form is included as an exhibit.

How does this Form 6-K relate to NatWest Group (NWG) Form F-3?

This Form 6-K is incorporated by reference into NatWest Group plc’s Form F-3 registration statement. That means the exhibits and details of the $1.25 billion 2032 notes become part of the broader shelf registration framework for securities offerings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/18/2026 - 02:25 PM EDT Learn about SEC filing dates

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

June 18, 2026

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.

Index of Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement between NatWest Group plc and NatWest Markets Securities Inc., dated as of June 15, 2026.
1.2		Pricing Agreement between NatWest Group plc and NatWest Markets Securities Inc., dated as of June 15, 2026.
4.1		Amended and Restated Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of December 13, 2017 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form F-3 (File No. 333-284008) filed with the Commission on December 23, 2024).
4.2		Sixteenth Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of June 18, 2026.
4.3		Form of Global Note for the $1,250,000,000 4.983% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032 (included in Exhibit 4.2 hereof).
5.1		Opinion of CMS Cameron McKenna Nabarro Olswang LLP, Scottish legal advisors to NatWest Group plc as to the validity of the $1,250,000,000 4.983% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032 of NatWest Group plc, issued on June 18, 2026, as to certain matters of Scots law.
5.2		Opinion of Davis Polk & Wardwell London LLP, U.S. legal advisors to NatWest Group plc as to the validity of the $1,250,000,000 4.983% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032 of NatWest Group plc, issued on June 18, 2026, as to certain matters of New York law.

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: June 18, 2026	By:	/s/ Mark Stevens
	Name:	Mark Stevens
	Title:	Assistant Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 312.7 KB
• EX-1.2 EXHIBIT 1.2 40.2 KB
• EX-4.2 EXHIBIT 4.2 191.4 KB
• EX-5.1 EXHIBIT 5.1 16.7 KB
• EX-5.2 EXHIBIT 5.2 16.6 KB