Executive share awards and share sales at NatWest Group (NWG)

Rhea-AI Filing Summary

NatWest Group reports several executive share transactions under its 2024 Employee Share Plan. On 9 March 2026, performance share plan and deferred awards were granted to senior leaders, including Group CEO Paul Thwaite with up to 589,287 PSP shares and 125,489 deferred shares, at a grant price of £5.9716.

The company also reports vesting of earlier long-term, restricted and deferred awards granted between March 2019 and March 2025, with part of the shares withheld to cover tax and the remainder retained, often subject to retention periods. Fixed share allowance shares for the quarter to 31 March 2026 were delivered and partially withheld for tax.

Finally, Chief Financial Officer Katie Murray sold 53,000 shares and Group CEO Paul Thwaite sold 26,000 shares at £5.6209 per share on 9 March 2026 under previously established irrevocable trading plans on the London Stock Exchange.

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

March, 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:

11 March 2026

NatWest Group plc

INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE UK MARKET ABUSE REGULATION

1.    NatWest Group plc (the Company) announces that conditional performance share plan awards (PSP) and deferred awards (Deferred Awards) over ordinary shares of £1.0769* each in the Company (Shares) (ISIN: GB00BM8PJY71) have been granted on 9 March 2026 under the NatWest Group plc 2024 Employee Share Plan (the Plan) to the PDMRs set out below:

Name of PDMR	Position of PDMR	Award	Maximum no. of Shares eligible to vest
Robert Begbie	CEO, Commercial & Institutional	PSP	291,380
		Deferred Award	67,066
Solange Chamberlain	CEO, Retail	PSP	116,552
		Deferred Award	45,434
Emma Crystal	CEO, Private Banking & Wealth Management	PSP	221,047
		Deferred Award	61,945
James Holian	Chief Customer & Operations Officer	Deferred Award	37,783
Maria Kokkinou	Group Chief People Officer	Deferred Award	38,065
Scott Marcar	Group Chief Information Officer	PSP	331,570
		Deferred Award	86,142
Katie Murray	Group Chief Financial Officer	PSP	401,787
		Deferred Award	85,561
Sean Pilcher	Interim Group Chief Risk Officer	Deferred Award	29,185
Paul Thwaite	Group Chief Executive Officer	PSP	589,287
		Deferred Award	125,489

The market price per Share used on the grant of the above awards was £5.9716.

A pre-vest performance assessment will take place for the PSP at the end of three years. Subject to this, the PSP will be eligible to vest between 2029 and 2030. Following vesting, Executive Director's Shares will be subject to a 12-24 month retention period.

Deferred Awards will be eligible to vest between 2026 and 2030. Shares vesting in 2026 will be subject to a 12 month retention period.

Dividend equivalents will apply to both PSP and Deferred Awards, and additional Shares will be delivered on vesting to reflect the value of dividends paid over the vesting period.

Malus provisions will apply to each award up until vesting and clawback provisions will apply for a period of seven years from the date of grant.  Such period can be extended to ten years in certain circumstances.

2.    The Company announces that long term incentive awards (LTI), restricted share plan awards (RSP), Deferred Awards and buy-out awards (Buy-out Awards) over Shares vested on 9 March 2026 to the PDMRs set out below. The awards were granted under the Plan between March 2019 and March 2025. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:

Name of PDMR	Position of PDMR	Award	No. of Shares vested	No. of Shares withheld to satisfy associated tax liability	No. of vested Shares retained
Robert Begbie	CEO, Commercial & Institutional	LTI3	532,608	266,705	265,903
		Deferred Award3	165,591	82,920	82,671
Solange Chamberlain	CEO, Retail	Deferred Award3	39,394	18,543	20,851
Emma Crystal	CEO, Private Banking & Wealth Management	Buy-out Award1	19,150	9,015	10,135
		Deferred Award3	127,366	59,951	67,415
James Holian	Chief Customer & Operations Officer	Deferred Award3	56,631	26,657	29,974
Maria Kokkinou	Group Chief People Officer	Buy-out Award	52,264	24,601	27,663
		Deferred Award	6,500	3,060	3,440
Scott Marcar	Group Chief Information Officer	Buy-out Award1	39,829	18,748	21,081
		Deferred Award3	236,785	111,456	125,329
Katie Murray	Group Chief Financial Officer	LTI2	326,943	153,895	173,048
		RSP2	86,291	40,617	45,674
		Deferred Award2	41,785	19,669	22,116
Sean Pilcher	Interim Group Chief Risk Officer	Deferred Award3	23,075	10,862	12,213
Paul Thwaite	Group Chief Executive Officer	LTI3	472,786	222,544	250,242
		RSP3	318,806	150,064	168,742
1.     Vested Shares retained after payment of associated tax liabilities will be subject to retention periods which mirror the retention periods applicable to the PDMR's awards granted by their previous employer. 2.     Vested Shares retained after payment of associated tax liabilities will be subject to a 12 month retention period. 3.     Vested Shares include eligible Shares from LTI, RSP and Deferred Awards where vesting has been accelerated, in line with recent changes to the PRA and FCA remuneration rules applicable to the Company's group.

The market price used to meet associated tax liabilities was £5.6623.

3.    The Company announces that Shares were delivered to PDMRs on 9 March 2026, as set out below. The Shares delivered represent payment of a fixed share allowance for the three-month period ending 31 March 2026 and have been calculated using a share price of £5.9716.

The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:

Name of PDMR	Position of PDMR	No. of Shares delivered	No. of Shares withheld to satisfy associated tax liability	No. of Shares retained
Robert Begbie	CEO, Commercial & Institutional	15,176	7,600	7,576
Solange Chamberlain	CEO, Retail	12,141	5,715	6,426
Emma Crystal	CEO, Private Banking & Wealth Management	11,513	5,420	6,093
Scott Marcar	Group Chief Information Officer	17,270	8,129	9,141
Katie Murray	Group Chief Financial Officer	33,648	15,838	17,810
Paul Thwaite	Group Chief Executive Officer	49,350	23,230	26,120

The market price used to determine the number of Shares withheld to meet associated tax liabilities was £5.6623. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a five year period.

4.    The Company announces that the PDMRs set out below have sold Shares on the date and at the price indicated under, and in accordance with the terms of, the irrevocable trading plans entered into by the PDMRs, as announced on 01 September 2025:

Name of PDMR	Position of PDMR	No. of Shares sold	Sale price	Date of transaction
Katie Murray	Group Chief Financial Officer	53,000	£5.6209	09/03/2026
Paul Thwaite	Group Chief Executive Officer	26,000	£5.6209	09/03/2026

All of the above transactions took place on the London Stock Exchange (XLON).

* Note: the nominal value of ordinary shares without rounding is £1.076923076923077 per share

Legal Entity Identifier: 2138005O9XJIJN4JPN90

For further information contact:

NatWest Group Investor Relations

Claire Kane

Director of Investor Relations

+44 20 7672 1758

NatWest Group Media Relations 

+44(0)131 523 4205

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:	11 March 2026			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

What executive share awards did NatWest Group (NWG) grant in March 2026?

NatWest Group granted new performance share plan and deferred share awards to senior executives on 9 March 2026. Awards were made under the 2024 Employee Share Plan, with Group CEO Paul Thwaite receiving up to 589,287 PSP shares and 125,489 deferred shares at a grant price of £5.9716.

When do NatWest Group’s new performance share plan awards to PDMRs vest?

The performance share plan awards undergo a pre-vest performance assessment after three years and may vest between 2029 and 2030. After vesting, executive directors’ shares are subject to a further 12–24 month retention period, extending how long they must hold the vested shares before full access.

What share awards vested for NatWest Group (NWG) executives in March 2026?

Long-term incentive, restricted share, deferred and buy-out awards granted between March 2019 and March 2025 vested on 9 March 2026. Part of each vesting was withheld to meet tax liabilities, with the remaining vested shares retained by PDMRs, often subject to additional retention periods specified in the plan.

How were tax liabilities handled on NatWest Group’s March 2026 vesting events?

For each vesting event, a portion of shares was withheld to satisfy associated tax liabilities, using a market price of £5.6623. The balance of the vested shares was retained by each PDMR, in some cases subject to defined retention periods lasting up to 12 months or more, depending on award type.

What fixed share allowance did NatWest Group PDMRs receive for Q1 2026?

PDMRs received shares representing a fixed share allowance for the three months ending 31 March 2026, calculated using a £5.9716 share price. After withholding shares for tax at £5.6623, the retained shares will be held on their behalf and released in instalments over a five-year period.

Which NatWest Group executives sold shares in March 2026 and at what price?

On 9 March 2026, CFO Katie Murray sold 53,000 shares and Group CEO Paul Thwaite sold 26,000 shares at £5.6209 per share. These disposals were executed on the London Stock Exchange under previously announced irrevocable trading plans entered into on 1 September 2025.