UK MiFIR product governance/Professional investors and ECPs only target market - Solely for the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (UK MiFIR); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufa Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either channels.

Prohibition of sales to EEA retail investors The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the EU PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

Prohibition of sales to UK retail investors The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

2 July 2025

Nationwide Building Society

(incorporated in England under the Building Societies Act 1986, as amended) (Legal Entity Identifier (LEI): 549300XFX12G42QIKN82)

500,000,000

4.625 per cent. Fixed Rate Reset Senior Non-Preferred Notes due 2028

issued pursuant to its U.S.\$25,000,000,000 European Note Programme

PART A CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 1 August 2024 (the Base Prospectus), and the supplemental prospectuses dated 11 December 2024 and 29 May 2025 (the Supplements) which together constitute a base prospectus for the purposes of Regulation (EU) (2017/1129) as it forms part of domestic law by virtue of the European

Union (Withdrawal) Act 2018 (the UK Prospectus Regulation). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus and the Supplements in order to obtain all the relevant information. The Base Prospectus and the Supplements have been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html) and are available on the website of the Issuer at https://www.nationwide.co.uk/investor-relations/emtn-terms-of-access/.

TYPE OF NOTE

1.	Status of the Notes:	Senior Non-Preferred
2.	Interest Basis:	Reset (see paragraph 15 below)
	DESCRIPTION OF THE NOTES
3.	New Global Note:	Yes
4.	Form of Notes:	Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
5.	(a) Series Number:	547
	(b) Tranche Number:	1
	(c) Date on which the Notes will be consolidated and form a single Series:	Not Applicable
6.	(a) Nominal Amount of Notes to be issued:
	(b) Aggregate nominal amount of Series:
	(c) Specified Currency:	euro ( )
	(d) Specified Denomination(s):	100,000 and integral multiples of 1,000 in excess thereof, up to (and including) 199,000. No Notes in definitive form will be issued with a denomination above 199,000
	(e) Calculation Amount:	1,000
7.	Issue Price:	100.00 per cent. of the Nominal Amount of the Notes
8.	Issue Date:	2 July 2025
9.	Interest Commencement Date:	29 October 2024
10.	Automatic/optional conversion from one Interest Basis to another:	Not Applicable
11.	Additional Financial Centre(s):	Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

12.		Fixed Rate Note Provisions	Not Applicable
13.		Zero Coupon Note Provisions	Not Applicable
14.		Floating Rate Note Provisions	Not Applicable
15.		Reset Note Provisions	Applicable
	(a)	Initial Rate of Interest:	4.625 per cent. per annum payable in arrear on each Interest Payment Date
		(b) First Margin:	+ 1.75 per cent. per annum
	(c)	Subsequent Margin:	Not Applicable
		(d) Interest Payment Date(s):	29 October in each year from (and including) 29 October 2025 up to (and including) the Maturity Date
	(e)	Fixed Coupon Amount to (but excluding) the First Reset Date:	per Calculation Amount
	(f)	Broken Amount(s):	Not Applicable
		(g) Reset Reference Rate:	Mid-Swaps
		(h) First Reset Date:	29 October 2027
	(i)	Second Reset Date:	Not Applicable
	(j)	Subsequent Reset Date(s):	Not Applicable
		(k) Relevant Screen Page:	ICESWAP2
	(l)	Mid-Swap Rate:	Single Mid-Swap Rate
		(m) Mid-Swap Rate Determination Time:	11.00 a.m. (Central European time)
		(n) Fixed Leg Swap Duration:	12 months
		(o) Floating Leg Swap Duration:	6 months
		Rate:	(p) Mid-Swap Floating Leg Benchmark 6-month EURIBOR (calculated on an Actual/360 day count basis)
		(q) Mid-Swap Fallback Rate in respect of the first Reset Determination Date:	2.875 per cent.
	(r)	Reference Bond Reset Rate Time:	Not Applicable
	(s)	Reference Bond Fallback Rate in respect of the First Reset Period:	Not Applicable
	(t)	Designated CMT Reuters Page:	Not Applicable
		(u) Designated CMT Maturity Index:	Not Applicable
		(v) Day Count Fraction:	Actual/Actual (ICMA)

	(w) Determination Date:	29 October in each year
	(x) Reset Determination Date(s):	As per Condition 4.3
	(y) Business Centre(s):	London and T2
	(z) Business Day Convention:	Following Business Day
	Adjusted:	Not Applicable
	Non-Adjusted:	Applicable
	(aa)Calculation Agent:	Agent
16.	Benchmark Discontinuation:	Applicable
	(a) Benchmark Replacement:	Applicable Condition 4.4(a) applies
	(b) Benchmark Transition:	Not Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

17.	Maturity Date:	29 October 2028
18.		Applicable
	(a) Optional Redemption Date(s):	29 October 2027
	(b) Optional Redemption Amount:	per Calculation Amount
	(c) If redeemable in part:	Not Applicable the Notes are redeemable in whole only and not in part
	(d) Notice periods:	Minimum period: 15 days Maximum period: 30 days
19.	Clean-up Call:	Not Applicable
20.	Regulatory Event (Subordinated Notes only):	Not Applicable
21.	(a) Senior Non-Preferred Notes: Loss Absorption Disqualification Event Redemption:	Applicable
	(b) Loss Absorption Disqualification Event:	Full or Partial Exclusion
	(c) Senior Non-Preferred Notes: Substitution and Variation:	Applicable
22.		Not Applicable
23.	Final Redemption Amount:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their nominal amount
24.	Early Redemption Amount payable on redemption following a Tax Event or (for	1,000 per Calculation Amount

Subordinated Notes only) a Regulatory Event or (for Senior Non-Preferred Notes only) a Loss Absorption Disqualification Event or (for any Note) on an Event of Default:

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

U.S. Selling Restrictions: Reg S Compliance Category 2: TEFRA D

THIRD PARTY INFORMATION

The indicative rating descriptions set out in Part B of these Final Terms have been extracted from the respective websites of Moody's), S&P Global Ratings UK Limited (S&P) and Fitch Ratings Ltd. (Fitch). The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by each credit rating agency, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Signed on behalf of NATIONWIDE BUILDING SOCIETY

By: .................................................................... Duly Authorised

PART B OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

1.	Listing and Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange s main market and listing on the Official List of the FCA with effect from on or around the Issue Date.

Estimated of total expensesrelated to admission to trading: £6,050

2. RATINGS

Ratings: The Notes to be issued have been rated:

Moody's:	A3
S&P:	BBB+
Fitch:	A

A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

The rating agencies above have published the following high-level descriptions of such ratings:

A rating of 'A3' by Moody's Investors Service Limited is described by it as follows: 1 "Obligations rated A are judged to be uppermedium grade and are subject to low credit risk" and "the modifier 3 indicates a ranking in the lower end of that generic rating category".
A rating of BBB+ by S&P Global Ratings UK Limited is described by it as follows: 2 "An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation" and "Ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories".
A rating of A by Fitch Ratings Ltd. is described

¹ https://ratings.moodys.com/rating-definitions

² https://www.spglobal.com/ratings/en/research/articles/190705-s-p-global-ratings-definitions-504352

by it as follows:3 "'A' ratings denote expectations of low default risk. The capacity for payment of financial commitmentsis considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings".

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

4. YIELD

Indication of yield: 4.625 per cent. per annum (on an annual basis) to (but excluding) the First Reset Date.

The yield is calculated on the basis of the Initial Rate of Interest applicable up to (but excluding) the First Reset Date and the Issue Price as at the Issue Date. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

(a) ISIN: XS3087810548
(b) Common Code: 308781054
(c) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Not Applicable
(d) Names and addresses of additional Paying Agent(s) (if any): Not Applicable
(e) Intended to be held in a manner which would allow Eurosystem eligibility: Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositories (ICSDs) as common safekeeper and
- does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank (ECB) being satisfied that Eurosystem eligibility criteria have been met.
(f) Relevant Benchmarks: EURIBOR is provided by the European Money Markets Institute (the EMMI). As at the date hereof, the EMMI appears in the register of administrators and benchmarks established and maintained by the

³ https://www.fitchratings.com/products/rating-definitions

FCA pursuant to Article 36 (Register of administrators and benchmarks) of the UK Benchmarks Regulation.

The Mid-Swap Rate that appears on the Reuters Screen page "ICESWAP2" is provided by ICE Benchmark Administration Limited (ICE). As at the date hereof, ICE appears in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 (Register of administrators and benchmarks) of the UK Benchmarks Regulation.

6. DISTRIBUTION

(a) Prohibition of sales to EEA retail investors: Applicable
(b) Prohibition of sales to UK retail investors:
(c) Prohibition of Sales to Belgian Consumers:
(d) Singapore Sales to Institutional Investors and Accredited Investors only:

7. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

(a) Reasons for the offer: The Notes will be delivered in exchange for the relevant Reset Callable Senior Notes due 2028 issued by Virgin Money UK PLC (VMUK) under its £10,000,000,000 Global Medium Term Note Programme pursuant to a consent solicitation announced by VMUK on 3 June 2025.

Applicable

(b) Estimated net proceeds: 0

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NATIONWIDE BUILDING SOCIETY

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