NatWest Group (NYSE: NWG) details 2047 subordinated Tier 2 notes

Rhea-AI Filing Summary

NatWest Group plc has filed a Form 6-K that primarily furnishes transaction documents for its Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047. The filing includes an underwriting agreement and pricing agreement with NatWest Markets Securities Inc., a ninth supplemental subordinated indenture and global note form, plus UK and U.S. legal opinions on the validity of the 2047 notes, and is incorporated into an existing SEC registration statement.

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

March 3, 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Form F-3 (File No. 333-284008) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 February 26, 2026.
1.2	Pricing Agreement between NatWest Group plc and NatWest Markets Securities Inc., dated as of February 26, 2026.
4.1	Subordinated Debt Securities Indenture between NatWest Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
4.2	First Supplemental Indenture between NatWest Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
4.3	Fourth Supplemental Indenture between NatWest Group plc and The Bank of New York Mellon dated as of May 28, 2014 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on May 28, 2014).
4.4	Ninth Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of March 3, 2026.
4.5	Form of Global Note for the Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047 (included in Exhibit 4.4 hereof).
5.1	Opinion of CMS Cameron McKenna Nabarro Olswang LLP, Scottish legal advisors to NatWest Group plc as to the validity of the Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047 of NatWest Group plc, issued on March 3, 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 Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047 of NatWest Group plc, issued on March 3, 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: March 3, 2026	By:	/s/ Mark Stevens
	Name:	Mark Stevens
	Title:	Assistant Secretary

FAQ

What does NatWest Group plc’s March 3, 2026 Form 6-K cover?

The Form 6-K furnishes key documents for NatWest Group plc’s Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047, including underwriting and pricing agreements, a supplemental subordinated indenture, a global note form, and supporting UK and U.S. legal opinions.

Which securities are referenced in NatWest Group (NWG) March 2026 6-K?

The filing relates to NatWest Group plc’s Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047. It provides the form of global note, the governing subordinated indenture arrangements, and legal opinions confirming the validity of these subordinated Tier 2 debt securities under Scots and New York law.

What agreements with NatWest Markets Securities Inc. are included for NWG?

NatWest Group plc includes an underwriting agreement and a separate pricing agreement with NatWest Markets Securities Inc., each dated February 26, 2026. These documents set out the terms under which the subordinated Tier 2 notes due 2047 are underwritten and priced for distribution to investors.

What indenture documents are attached to NatWest Group’s 6-K?

The 6-K lists a subordinated debt securities indenture and several supplemental indentures with The Bank of New York Mellon, including a ninth supplemental indenture dated March 3, 2026, which governs the Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047 specifically.

What legal opinions are provided in NatWest Group (NWG) Form 6-K?

The filing includes an opinion from CMS Cameron McKenna Nabarro Olswang LLP on matters of Scots law and an opinion from Davis Polk & Wardwell London LLP on New York law, each addressing the validity of NatWest’s Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047.

How does this NatWest Group 6-K relate to its SEC registration statement?

The report states it will be deemed incorporated by reference into NatWest Group plc’s existing registration statement on file with the SEC. This means the attached underwriting, indenture, and legal opinion documents become part of that broader securities offering framework.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 259.6 KB
• EX-1.2 EXHIBIT 1.2 31.6 KB
• EX-4.4 EXHIBIT 4.4 255.8 KB
• EX-5.1 EXHIBIT 5.1 13.7 KB
• EX-5.2 EXHIBIT 5.2 12.4 KB