NatWest Group (NWG) prices USD 750M subordinated Tier 2 notes due 2047

Rhea-AI Filing Summary

NatWest Group plc has priced a new subordinated debt offering, issuing USD 750,000,000 of Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047. These notes rank below senior debt and are typically used to strengthen regulatory capital.

The proceeds of USD 750,000,000, before expenses and underwriting discounts, will be used to fund NatWest Group’s general banking business. The offering is scheduled to close on 3 March 2026, subject to customary closing conditions, under an existing SEC registration statement with an accompanying prospectus.

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

February, 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 ☐

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

27 February 2026

NatWest Group plc ("NWG") completed the pricing of its USD 750,000,000 Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047 (the "Subordinated Notes").

The proceeds to NWG (before expenses and underwriting discounts) of USD 750,000,000  from the Subordinated Notes will be used to fund NWG's general banking business. 

The offering is scheduled to close on 3 March 2026, subject to the satisfaction of customary conditions.

NWG has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the "SEC") for the offering to which this communication relates.  Investors should read the prospectus in such registration statement and other documents NWG has filed with the SEC for more complete information about NWG and this offering. You may get these documents for free by visiting the SEC website at www.sec.gov.  Alternatively, copies may be obtained from NatWest Markets Securities Inc., toll free at 1-800-231-5380.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

For further information, please contact:

Scott Forrest

Head of NatWest Treasury DCM

NatWest Group plc

Tel: +44 (0)7747 455969

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:	27 February 2026			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

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

NatWest Group plc announced the pricing of USD 750,000,000 Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047. The filing explains key terms, intended use of proceeds, and notes that the debt is issued under an SEC registration statement with a related prospectus.

How much is NatWest Group (NWG) raising in the new subordinated notes?

NatWest Group is raising USD 750,000,000 through Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047. The filing states that proceeds, before expenses and underwriting discounts, will be used to fund the group’s general banking business activities.

What type of security is NatWest Group (NWG) issuing in this transaction?

NatWest Group is issuing Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047. These subordinated notes rank below senior obligations and typically qualify as Tier 2 regulatory capital, helping support the bank’s capital structure and long-term funding profile.

When is the NatWest Group (NWG) subordinated notes offering expected to close?

The subordinated notes offering is scheduled to close on 3 March 2026, subject to the satisfaction of customary conditions. Closing usually depends on standard legal, regulatory, and settlement processes being completed without issues between pricing and the stated closing date.

How will NatWest Group (NWG) use the proceeds from the USD 750 million notes?

NatWest Group will use the USD 750,000,000 in proceeds from the Subordinated Tier 2 Notes to fund its general banking business. This can include lending, liquidity management, and other routine banking operations, as described in the company’s announcement.

Is the NatWest Group (NWG) notes offering registered with the SEC?

Yes. NatWest Group has filed a registration statement, including a prospectus, with the SEC for this notes offering. Investors are directed to the SEC’s website or NatWest Markets Securities Inc. to obtain the prospectus and related documents for more complete information.

Does this NatWest Group (NWG) announcement constitute an offer to sell securities?

No. The announcement explicitly states it does not constitute an offer to sell or a solicitation to buy securities. Any sale must comply with registration or qualification requirements under the securities laws of relevant states or jurisdictions before becoming effective.