AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

NATIONWIDE BUILDING SOCIETY

Prospectus Aug 18, 2025

4690_rns_2025-08-18_9385f6b4-ab85-4d3d-950e-e5296896d979.pdf

Prospectus

Open in Viewer

Opens in native device viewer

CONFORMED COPY

FINAL TERMS

UK MiFIR product governance/Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of 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 person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA 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 adopting or refining the manufacturers' target market assessment) and determining appropriate distribution 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 Directive 2014/65/EU (as amended, 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, as amended (the FSMA) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, 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.

14 August 2025

Nationwide Building Society

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

€1,000,000,000 3.125 per cent. Senior Preferred Notes due August 2032

issued pursuant to its U.S.\$35,000,000,000 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 2025 (the Base Prospectus) which constitutes 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 in order to obtain all the relevant information. The Base Prospectus has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) and is available on the website of the Issuer at https://www.nationwide.co.uk/investor-relations/emtn-terms-ofaccess/.

TYPE OF NOTE

1. Status of the Notes: Senior Preferred
2. Interest Basis: Fixed Rate
(see paragraph 12
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: 550
(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:
€1,000,000,000
(b) Aggregate nominal amount of
Series:
€1,000,000,000
(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: 99.364
per cent. of the Nominal Amount of Notes
to be issued
8. Issue Date: 18
August 2025
9. Interest Commencement Date: Issue
Date
10. Automatic/optional conversion from one
Interest Basis to another:
Not Applicable
11. Additional Financial Centre(s): London, T2
ANY) PAYABLE PROVISIONS RELATING TO INTEREST (IF
12. Fixed Rate Note Provisions Applicable
(a) Fixed Rate of Interest: 3.125
per cent. per annum,
payable
annually
in
arrear on each Fixed Interest Date
(b) Fixed Interest Date(s): 18 August
in each year
from (and including) 18
August
2026
up to (and including)
the Maturity
Date
(c) Initial Broken Amount per
denomination:
Not Applicable
(d) Fixed Coupon Amount(s): €31.25 per Calculation Amount
(e) Broken Amount(s): Not Applicable
(f) Final Broken Amount per
denomination:
Not Applicable
(g) Day Count Fraction: Actual/Actual (ICMA)
(h) Business Day Convention: Following Business Day

Adjusted:
Not Applicable

Non-Adjusted:
Applicable
(i) Additional Business Centre(s): London, T2
(j) Determination Date(s): 18 August
in each year
13. Zero Coupon Note Provisions Not Applicable
14. Floating Rate Note Provisions Not Applicable
15. Reset Note
Provisions
Not Applicable
16. Benchmark Discontinuation: Not Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

17. Maturity Date: 18
August 2032
18. Redemption at Issuer's option: Not Applicable
19. Clean-up Call: Not Applicable
20. only): Regulatory Event (Subordinated Notes Not Applicable
21. (a) Senior Non-Preferred Notes: Loss
Absorption Disqualification
Event Redemption:
Not Applicable
(b) Loss Absorption Disqualification
Event:
Not Applicable
(c) Senior Non-Preferred Notes:
Substitution and
Variation:
Not Applicable
22. Redemption at Noteholder's option: 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 100.000
per cent. of their nominal
amount
24. Early Redemption Amount payable on
redemption following a Tax Event or (for
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:
€1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

  1. 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 Investors Service Limited (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

[SARAH ROBINSON]

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

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(a) 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 Financial Conduct
Authority
(the FCA)
with effect from on or around
the Issue Date.

(b) Estimated total expenses related to admission to trading: £6,350 + VAT

2. RATINGS

Ratings: The Notes to be issued are expected to be rated:

Moody's: A1
S&P: A+
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 'A1' by Moody's is described by it as follows1 : "Obligations rated A are judged to be upper-medium grade and are subject to low credit risk" and "The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category".
  • A rating of 'A+' by S&P is described by it as follows2 : "An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong" 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 is described by it as follows3 : "'A' ratings denote expectations of low

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

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

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

default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings" and "with an additional +/- for AA through CCC levels indicating relative differences of probability of default or recovery for issues".

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

Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their respective affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business

4. YIELD

Indication of yield: 3.228 per cent. per annum (on an annual basis)

The yield is calculated on the basis of the Fixed Rate of Interest and the Issue Price as at the Issue Date. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

(a)
ISIN:
XS3150924267
-------------- --------------
  • (b) Common Code: 315092426
  • (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 Benchmark: Not Applicable

6. DISTRIBUTION

(a) Prohibition of sales to EEA retail
investors:
Applicable
(b) Prohibition of sales to UK retail
investors:
Applicable
(c) Prohibition of Sales to Belgian
Consumers:
Applicable
(d) Singapore Sales to
Institutional
Investors and Accredited
Investors only:
Applicable
(e) Names of Joint Lead Managers: Goldman Sachs International
HSBC Bank plc
Merrill Lynch International
UBS AG London Branch

7. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

(a) Reasons for the offer: See "Use of Proceeds"
in the Base Prospectus
(b) Estimated net proceeds: €991,440,000

Talk to a Data Expert

Have a question? We'll get back to you promptly.