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

Rhea-AI Filing Summary

NatWest Group purchased 702,602 ordinary shares as part of its ongoing buyback programme, with the lowest price paid reported at 523.80 GBp per share. The purchases were executed by Merrill Lynch International (Bank of America) under instructions dated 25 July 2025 and previously announced on 28 July 2025. The Group intends to cancel the repurchased shares rather than retain them in treasury.

After settlement, NatWest will hold 231,069,404 shares in treasury and will have 8,054,160,552 ordinary shares in issue excluding treasury. A full breakdown of individual trades executed by BofA is provided in the linked trade report. Contact details for Investor Relations and Media Relations are included in the filing.

Positive

• Execution of buyback continues, showing ongoing capital return to shareholders
• Intention to cancel repurchased shares which will permanently reduce shares outstanding if completed
• Transparent disclosure including a link to the full trade breakdown and contact details

Negative

• None.

Insights

Financial Analyst

TL;DR: Small, routine tranche of the buyback programme; reduces share count modestly and signals continued capital returns.

The disclosed purchase of 702,602 shares at a reported lowest price of 523.80 GBp is a routine execution under NatWest's existing buyback mandate. The company states the intention to cancel the repurchased shares, which will permanently reduce shares outstanding if completed. Given the post-settlement issued share count of 8,054,160,552 (excluding treasury), this tranche represents a very small fraction of share capital and is unlikely to meaningfully alter EPS or capital ratios by itself. The filing appropriately references the detailed trade breakdown hosted on the exchange, supporting transparency around execution.

Corporate Governance Expert

TL;DR: Procedural disclosure consistent with market rules; cancellation intention is governance-relevant but not material on its own.

The company has met disclosure obligations under applicable market abuse regulation by providing aggregated transaction data and linking to the full trade report. Intending to cancel the shares aligns with returning capital to shareholders while avoiding treasury accumulation. From a governance perspective, cancellation reduces potential future dilution from treasury re-issuance, but the size of this purchase relative to total issued shares is immaterial. The filing includes contact and legal entity identifier information, supporting compliance and traceability.

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

16 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
16-Sep-25	702,602	532.40	523.80	526.56	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 8,054,160,552 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/5919Z_1-2025-9-16.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:	16 September 2025			By:	/s/ Mark Stevens
				Name:	Mark Stevens
				Title:	Assistant Secretary

FAQ

What exactly did NatWest (RBSPF) purchase in this 6-K filing?

The company purchased 702,602 ordinary shares with a nominal value of including a reported lowest price paid of 523.80 GBp per share.

How many shares will NatWest hold in treasury after settlement?

Following settlement, NatWest will hold 231,069,404 ordinary shares in treasury.

What will be the issued share count excluding treasury after this purchase?

After settlement, NatWest will have 8,054,160,552 ordinary shares in issue excluding treasury shares.

Were these purchases part of an existing programme and who executed them?

Yes, the purchases were part of the Company's existing buyback programme and were executed by Merrill Lynch International (BofA) under instructions dated 25 July 2025.

Will the repurchased shares be cancelled or held in treasury?

The Company states it intends to cancel the repurchased Ordinary Shares.