[6-K] NatWest Group plc Current Report (Foreign Issuer)

Rhea-AI Filing Summary

NatWest Group plc purchased 357,909 ordinary shares at a lowest price of 525.20 GBp on the London Stock Exchange as part of its ongoing share buyback programme. The Company intends to cancel the repurchased shares. After settlement, the Company will hold 231,069,404 shares in treasury and will have 8,054,933,315 ordinary shares in issue excluding treasury shares. The purchases were effected by Merrill Lynch International (BofA) under instructions issued by the Company and a full breakdown of individual trades is provided in the linked transaction report.

Positive

• Buyback executed under the Company’s authorised programme, demonstrating continued capital return activity
• Intention to cancel the repurchased shares, which will reduce issued share capital once completed

Negative

• None.

Insights

Financial Analyst

TL;DR: A small, executed tranche of the announced buyback; cancellation will modestly reduce share count but impact is immaterial to EPS.

The transaction reports a purchase of 357,909 shares at a lowest price of 525.20 GBp on the LSE under the existing buyback programme, with the Company intending to cancel these shares. Relative to an issued base of over 8.05 billion shares (excluding treasury), this tranche is de minimis and will not materially change per-share metrics by itself. The key takeaway for investors is procedural: the buyback programme is being executed as authorised and cancellations are intended to remove repurchased stock from the capital base.

Corporate Governance Expert

TL;DR: The company followed disclosed procedures for an authorised repurchase; cancellation signals capital return alignment with shareholder interests.

The filing documents an arm's-length execution by Merrill Lynch International under instructions from the Company and confirms the intention to cancel the repurchased Ordinary Shares. From a governance perspective, executing repurchases through an appointed broker and declaring cancellation are consistent with standard capital management practice and the company’s previously announced programme. There is no indication of deviation from disclosed authorisation or process in this notice.

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

September, 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

12 September 2025

Transaction in Own Shares

NatWest Group plc (the "Company") announces today that it has purchased the following number of ordinary shares in the Company with a nominal value of £1.0769* each ("Ordinary Shares") from Merrill Lynch International ("BofA").

Aggregated information:

Date of purchase	Number of Ordinary Shares purchased	Highest price paid: (GBp)	Lowest price paid: (GBp)	Volume  weighted average price paid per share (GBp)	Venue
12-Sep-25	357,909	530.20	525.20	528.54	LSE

* Note: the nominal value of Ordinary Shares without rounding is £1.076923076923077 per share

Such purchases form part of the Company's existing share buyback programme and were effected pursuant to the instructions issued by the Company to BofA on 25 July 2025, as announced on 28 July 2025.

The Company intends to cancel the repurchased Ordinary Shares.

Following the settlement of the above transactions, the Company will hold 231,069,404 Ordinary Shares in treasury and have 8,054,933,315 Ordinary Shares in issue (excluding treasury shares).

Further information:

Investor Relations

+ 44 (0)207 672 1758

Media Relations

+44 (0)131 523 4205

Legal Entity Identifier: 2138005O9XJIJN4JPN90

Transaction details

In accordance with Article 5(1)(b) of Regulation (EU) No.596/2014 as it applies in the UK (Market Abuse Regulation), a full breakdown of the individual trades made by BofA on behalf of the Company as part of the buyback programme is detailed in the attached: http://www.rns-pdf.londonstockexchange.com/rns/2205Z_1-2025-9-12.pdf

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:	12 September 2025			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

How many shares did NatWest Group (RBSPF) repurchase in this transaction?

The Company repurchased 357,909 ordinary shares.

At what price were the shares purchased?

The lowest price paid reported in the filing was 525.20 GBp per share.

Will NatWest cancel the repurchased shares?

Yes, the Company has stated it intends to cancel the repurchased Ordinary Shares.

How many shares will NatWest hold in treasury after settlement?

Following settlement the Company will hold 231,069,404 Ordinary Shares in treasury.

What is the number of Ordinary Shares in issue excluding treasury shares after this transaction?

The filing reports 8,054,933,315 Ordinary Shares in issue excluding treasury shares.