NatWest grants share awards to senior executives

NatWest Group plc reported share-based awards and allowances granted to senior executives under its 2024 Employee Share Plan.

Rhea-AI Filing Summary

NatWest Group plc reported share-based awards and allowances granted to senior executives under its 2024 Employee Share Plan. Sharing in Success awards over 253 ordinary shares each were granted and immediately vested on 13 May 2026 at a market price of £5.7016 per share.

For each award, a portion of shares was withheld to cover tax at £5.7118 per share, with the balance retained by the PDMRs and subject to a 12‑month retention period. Separate fixed share allowance grants for the three‑month period ending 30 June 2025 were also delivered, with executives such as Group CEO Paul Thwaite receiving 53,366 shares, of which 25,120 were withheld for tax and 28,246 retained.

Clawback provisions apply to the Sharing in Success awards for seven years from grant, extendable to ten years in certain cases. Shares retained from fixed allowances will be held on behalf of executives and released in instalments over five years. All transactions took place on the London Stock Exchange.

Key Figures

SiS award per PDMR: 253 shares SiS grant price: £5.7016/share Tax withholding price: £5.7118/share +5 more

8 metrics

SiS award per PDMR 253 shares Sharing in Success awards granted 13 May 2026

SiS grant price £5.7016/share Market price used to grant Sharing in Success awards

Tax withholding price £5.7118/share Market price used to determine shares withheld for tax

CEO fixed allowance delivered 53,366 shares Fixed share allowance to Group CEO Paul Thwaite

CEO tax-withheld shares 25,120 shares Shares withheld from CEO’s fixed allowance for tax

CEO retained shares 28,246 shares Shares retained from CEO’s fixed allowance after tax

Clawback period 7–10 years Sharing in Success awards clawback term from grant date

Retention and release 12 months & 5 years 12‑month SiS retention; fixed allowance released over 5 years

Key Terms

Sharing in Success (SiS), NatWest Group plc 2024 Employee Share Plan, Market Abuse Regulation, fixed share allowance, +2 more

6 terms

Sharing in Success (SiS) financial

"NatWest Group plc announces that Sharing in Success (SiS) awards, over ordinary shares..."

NatWest Group plc 2024 Employee Share Plan financial

"were granted on 13 May 2026 under the NatWest Group plc 2024 Employee Share Plan (the Plan)..."

Market Abuse Regulation regulatory

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

Market abuse regulation consists of laws and rules designed to prevent dishonest or manipulative practices in financial markets. It aims to ensure fair and transparent trading, so investors can trust that markets operate honestly, much like rules that keep a game fair. By reducing unfair advantages, it helps protect investor confidence and promotes healthy, efficient markets.

fixed share allowance financial

"The Shares delivered represent payment of a fixed share allowance for the three-month period ending 30 June 2025..."

clawback provisions regulatory

"Clawback provisions will apply to each SiS award for a period of seven years..."

retention period financial

"Vested Shares retained after payment of associated tax liabilities will be subject to a twelve-month retention period."

FAQ

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

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

NatWest Group plc reported share-based awards and fixed share allowances granted to senior executives. These include Sharing in Success awards and quarterly fixed share allowances, with specific share counts, prices, tax withholdings, and retention and clawback conditions detailed for each participating PDMR.

How many Sharing in Success shares were granted to NatWest Group PDMRs?

Each listed PDMR received a Sharing in Success award over 253 NatWest ordinary shares. These awards were granted and immediately vested on 13 May 2026, with part of each award withheld to meet tax liabilities and the remaining vested shares retained under a 12‑month retention period.

What share prices were used for NatWest’s awards and tax withholdings?

The Sharing in Success and fixed share allowance awards were calculated using a market price of £5.7016 per NatWest share. Shares withheld to meet associated tax liabilities were valued at £5.7118 per share, providing the basis for determining how many shares were retained by each PDMR after tax.

How many shares did NatWest Group CEO Paul Thwaite receive and retain?

For the fixed share allowance covering the three-month period ending 30 June 2025, Group CEO Paul Thwaite was delivered 53,366 NatWest shares. Of these, 25,120 shares were withheld to satisfy tax liabilities, leaving 28,246 shares retained to be released over a five-year schedule.

What clawback and retention terms apply to NatWest’s Sharing in Success awards?

Sharing in Success awards are subject to clawback for seven years from the grant date, extendable to ten years in certain circumstances. Vested shares retained after tax must be held for a twelve‑month retention period, strengthening long-term alignment between NatWest’s PDMRs and shareholders.

How are NatWest’s fixed share allowance shares released to executives?

Shares retained from the fixed share allowance after tax are held on behalf of each PDMR. These retained shares are scheduled to be released in instalments over a five‑year period, spreading the effective benefit and maintaining an ongoing equity link for NatWest’s senior management team.

On which market did NatWest execute these PDMR share transactions?

All reported transactions involving NatWest Group plc PDMRs took place on the London Stock Exchange (XLON). This includes both the immediate vesting of Sharing in Success awards and delivery of fixed share allowance shares, along with associated share withholdings to satisfy related tax obligations.

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Accepted by SEC EDGAR 05/14/2026 - 10:09 AM 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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

May, 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:

14 May 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 Sharing in Success (SiS) awards, over ordinary shares of £1.0769* each in the Company (Shares) (ISIN: GB00BM8PJY71) were granted on 13 May 2026 under the NatWest Group plc 2024 Employee Share Plan (the Plan) and immediately vested. The market price per Share used on the grant of the SiS awards was £5.7016.

The number of Shares vested, 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	Award	No. of Shares vested	No. of Shares withheld to satisfy associated tax liability	No. of vested Shares retained
Robert Begbie	CEO, Commercial & Institutional	SiS	253	127	126
Solange Chamberlain	CEO, Retail	SiS	253	120	133
Emma Crystal	CEO, Private Banking & Wealth Management	SiS	253	120	133
James Holian	Chief Customer & Operations Officer	SiS	253	120	133
Maria Kokkinou	Group Chief People Officer	SiS	253	120	133
Scott Marcar	Group Chief Information Officer	SiS	253	120	133
Katie Murray	Group Chief Financial Officer	SiS	253	120	133
Sean Pilcher	Interim Group Chief Risk Officer	SiS	253	120	133
Paul Thwaite	Group Chief Executive Officer	SiS	253	120	133

The market price used to meet associated tax liabilities was £5.7118.

Clawback provisions will apply to each SiS award for a period of seven years from the date of grant. Such period can be extended to ten years in certain circumstances.

Vested Shares retained after payment of associated tax liabilities will be subject to a twelve-month retention period.

2.     The Company announces that Shares were delivered to PDMRs on 13 May 2026, as set out below. The Shares delivered represent payment of a fixed share allowance for the three-month period ending 30 June 2025 and have been calculated using a share price of £5.7016.

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, NatWest Commercial & Institutional	15,895	7,960	7,935
Solange Chamberlain	CEO, Retail	12,716	5,986	6,730
Emma Crystal	CEO, Private Banking & Wealth Management	12,716	5,986	6,730
Scott Marcar	Group Chief Information Officer	18,088	8,515	9,573
Katie Murray	Group Chief Financial Officer	36,386	17,128	19,258
Paul Thwaite	Group Chief Executive Officer	53,366	25,120	28,246

The market price used to determine the number of Shares withheld to meet associated tax liabilities was £5.7118. 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.

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:	14 May 2026			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary