ING Groep N.V.

Foreign Filer Report • Mar 25, 2025

6-K 1 d910325d6k.htm FORM 6-K FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For March 25, 2025

Commission File Number 1-14642

ING Groep N.V.

Bijlmerdreef 106

1102 CT Amsterdam

The Netherlands

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 TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-266516) OF ING GROEP N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

This Report contains the following:

Exhibit No.
1.1	Underwriting Agreement among ING Groep N.V. and BMO Capital Markets Corp., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC, Morgan Stanley
& Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, dated March 18, 2025.
4.1	Eighth Supplemental Indenture between ING Groep N.V. and The Bank of New York Mellon, London Branch, as trustee, dated as of March 25, 2025, in respect of $750,000,000 4.858% Callable Fixed-to-Floating Rate Senior Notes due 2029, $1,000,000,000 5.066% Callable Fixed-to-Floating Rate
Senior Notes due 2031, $1,000,000,000 5.525% Callable Fixed-to-Floating Rate Senior Notes due 2036 and $750,000,000 Callable Floating Rate Senior Notes due 2029.
4.2	The form of Global Note for the $750,000,000 4.858% Callable Fixed-to-Floating Rate Senior Notes due 2029 (incorporated
by reference to Exhibit A-1 to Exhibit 4.1 above) .
4.3	The form of Global Note for the $1,000,000,000 5.066% Callable Fixed-to-Floating Rate Senior Notes due 2031 (incorporated
by reference to Exhibit A-2 to Exhibit 4.1 above) .
4.4	The form of Global Note for the $1,000,000,000 5.525% Callable Fixed-to-Floating Rate Senior Notes due 2036 (incorporated
by reference to Exhibit A-3 to Exhibit 4.1 above) .
4.5	The form of Global Note for the $750,000,000 Callable Floating Rate Senior Notes due 2029 (incorporated by reference to Exhibit A-4 to Exhibit 4.1 above) .
5.1	Opinion of Linklaters LLP as to the validity of the securities (Dutch law).
5.2	Opinion of Sullivan & Cromwell LLP as to the validity of the securities (New York law).
8.1	Opinion of PricewaterhouseCoopers Belastingadviseurs N.V. as to certain matters of Dutch taxation.
8.2	Opinion of Sullivan & Cromwell LLP as to certain matters of U.S. taxation.

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.

ING Groep N.V.
(Registrant)
By:	/s/ K.I.D. Tuinstra
	Name: K.I.D. Tuinstra
	Title: Authorized Signatory
By:	/s/ P.G. van der Linde
	Name: P.G. van der Linde
	Title: Authorized Signatory

Dated: March 25, 2025