NatWest Group (NYSE: NWG) calls $1.5B 6.0% AT1 capital notes, modest CET1 gain

Rhea-AI Filing Summary

NatWest Group plc plans to redeem its $1,500,000,000 6.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (ISIN US780097BQ34) on 29 December 2025. All of the notes currently outstanding, totaling $1.5 billion, will be redeemed at 100% of their principal amount, plus accrued and unpaid interest up to but excluding the redemption date, and then cancelled. NatWest expects this redemption to result in a gain to its Common Equity Tier 1 ratio of approximately 5 basis points, based on risk-weighted assets for the period ended 30 September 2025, mainly due to foreign exchange movements since the notes were issued.

Insights

Bank capital structure analyst

NatWest is retiring $1.5B of AT1 notes with a small CET1 uplift.

The company is redeeming all of its $1,500,000,000 6.000% perpetual subordinated contingent convertible Additional Tier 1 notes on 29 December 2025 at par plus accrued interest. These instruments count toward regulatory capital, so their cancellation and related accounting effects directly touch the bank’s capital stack rather than its core operating performance.

NatWest states that the transaction will add about 5% of a basis point-equivalent gain to its Common Equity Tier 1 ratio, measured against risk-weighted assets as of 30 September 2025, driven by foreign exchange movements since issuance. That indicates only a modest effect on headline capital ratios, suggesting limited impact on the overall investment thesis compared with earnings, asset quality or growth trends.

The notes are being redeemed under Section 3.08 of the Fourth Supplemental Indenture dated 29 June 2020, signaling that this is a contractual call event rather than a distressed or regulatory-driven action. Subsequent disclosures in future reports can clarify how NatWest replaces this AT1 layer, if at all, within its broader capital planning.

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

December, 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

1st December 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 $1,500,000,000 6.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (ISIN: US780097BQ34; CUSIP: 780097BQ3 (the "Notes")) of the upcoming redemption of the Notes on 29 December 2025. The amount of the Notes currently outstanding is $1,500,000,000.  

Upon redemption of the Notes there will be a gain to Common Equity Tier 1 of approximately 5 basis points based on risk-weighted assets for the period ended September 30, 2025. This arises due to changes in foreign exchange rates since the date of issuance of the Notes.

The Notes are being redeemed pursuant to Section 3.08 of the Fourth Supplemental Indenture dated as of 29 June 2020.  All of the outstanding Notes will be redeemed by the Issuer on 29 December 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/7051J_1-2025-12-1.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:	01 December 2025			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 that it will redeem all of its $1,500,000,000 6.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes on 29 December 2025 at 100% of principal plus accrued interest.

How large is the NatWest Group plc AT1 note issue being redeemed?

The redemption covers the entire outstanding issue of $1,500,000,000 6.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes of NatWest Group plc.

What impact will the AT1 note redemption have on NatWest Group plcs CET1 ratio?

NatWest Group plc expects a gain to its Common Equity Tier 1 ratio of approximately 5 basis points, based on risk-weighted assets for the period ended 30 September 2025, mainly due to foreign exchange movements since issuance of the notes.

When will NatWest Group plc redeem its $1.5 billion 6.000% AT1 notes?

NatWest Group plc has set 29 December 2025 as the redemption date for the $1.5 billion 6.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes.

At what price will NatWest Group plc redeem the 6.000% AT1 notes?

NatWest Group plc will redeem the notes at 100% of their principal amount, together with accrued and unpaid interest to, but excluding, the redemption date.

Under what legal provision is NatWest Group plc redeeming these AT1 notes?

The notes are being redeemed pursuant to Section 3.08 of the Fourth Supplemental Indenture dated 29 June 2020, which governs the terms of this AT1 issuance.

What are the identifiers for the NatWest Group plc 6.000% AT1 notes being redeemed?

The ISIN for the notes is US780097BQ34 and the CUSIP is 780097BQ3.