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Natwest Group PLC Capital/Financing Update 2026

Mar 25, 2026

4644_rns_2026-03-25_20d7080c-7823-4786-b86d-d6bf6a0e5e9c.pdf

Capital/Financing Update

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Execution Version

FINAL TERMS

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 (the ‘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2014/65/EU (as amended, ‘MiFID II’); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded, the ‘Insurance Distribution Directive’), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.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 ‘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 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 (the ‘UK’). For these purposes: a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the ‘EUWA’). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom 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.

MiFID II 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 eligible counterparties and professional clients only, each as defined in MiFID II; 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 MiFID II 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.

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 of the United Kingdom by virtue of 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.

Amounts payable under the Notes will be calculated by reference to Secured Overnight Financing Rate (‘SOFR’) which is provided by the Federal Reserve Bank of New York, as administrator of SOFR. As at the date of these Final Terms, Federal Reserve Bank of New York does not appear on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the ‘UK Benchmarks Regulation’).

As far as the Issuer is aware, SOFR does not fall within the scope of the UK Benchmarks Regulation such that Federal Reserve Bank of New York is not currently required to obtain authorisation or registration (or, if located outside the UK, recognition, endorsement or equivalence).


NatWest

24 March 2026

NATWEST MARKETS PLC

US$ 20,000,000,000

US Medium-Term Note Programme

Issue of $350,000,000 Floating Rate Senior Notes due 2029

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purpose of the Terms and Conditions of the Notes (the ‘Conditions’) set forth in the Base Prospectus dated 16 March 2026, as supplemented from time to time (the ‘Base Prospectus’) for the purposes of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (‘PRM’). This document constitutes the Final Terms of the Notes described herein for the purposes of the PRM and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Current Base Prospectus (as defined below). The Current Base Prospectus is available for viewing at https://www.londonstockexchange.com/news?tab=news-explorer and copies may be obtained from NatWest Markets Plc, 36 St Andrew Square, Edinburgh EH2 2YB.

  1. Issuer: NatWest Markets Plc
  2. (i) Series Number: 23
    (ii) Tranche Number: 1
    (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable
  3. (i) Specified Currency or Currencies: US dollars
    (ii) Indicate Payment in US dollars or Specified Currency: $350,000,000
  4. Aggregate Nominal Amount: $350,000,000
    (i) Series: $350,000,000
    (ii) Tranche: $350,000,000
  5. Issue Price: 100.000 per cent. of the Aggregate Nominal Amount
  6. (i) Specified Denomination(s): $200,000 and integral multiples of $1,000 in excess thereof
    (ii) Calculation Amount: $1,000
  7. (i) Issue Date: 27 March 2026
    (ii) Interest Commencement Date: 27 March 2026
  8. Maturity Date: 27 March 2029

  1. Form of Notes: Regulation S/Rule 144A Global Notes
  2. Interest Basis: Compounded Daily SOFR plus 0.930 per cent. Floating Rate (see paragraph 16 below)
  3. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their Aggregate Nominal Amount
  4. Change of Interest Basis or Redemption/Payment Basis: Not Applicable
  5. Call/Put Options: Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

  1. Fixed Rate Note Provisions: Not Applicable
  2. Reset Note Provisions: Not Applicable
  3. Floating Rate Note Provisions: Applicable

(i) Interest Period(s)/Specified Interest Payment Dates: 27 March, 27 June, 27 September and 27 December of each year up to and including the Maturity Date, commencing on 27 June 2026 and ending on the Maturity Date
(ii) Business Day Convention: Modified Following Business Day Convention, adjusted
(iii) Calculation Agent (if not Citibank, N.A.): Not Applicable
(iv) Manner in which the Rate of Interest is/are to be determined: SOFR Determination
(v) SOFR Determination: Applicable
- Reference Rate: Compounded Daily SOFR
- Interest Determination Date(s): The date two United States Government Securities Business Days prior to the day on which the relevant Interest Period ends
- Observation Method: Observation Period Shift
- Shift/Look-back Period: Two United States Government Securities Business Days
- ARRC Fallbacks: Not Applicable
(vi) ISDA Determination: Not Applicable
(vii) Linear Interpolation: Not Applicable
(viii) Margin(s): +0.930 per cent. per annum
(ix) Minimum Rate of Interest: Not Applicable
(x) Maximum Rate of Interest: Not Applicable
(xi) Day Count Fraction: Actual/360


  1. Zero Coupon Note Provisions
    Not Applicable

PROVISIONS RELATING TO REDEMPTION

  1. Notice periods for Condition 6(b)
    Minimum period: 5 days
    Maximum period: 30 days

  2. Redemption at the Option of the Issuer
    Not Applicable

  3. Redemption at the Option of the Noteholders
    Not Applicable

  4. Residual Call:
    Not Applicable

  5. Final Redemption Amount
    $1,000 per Calculation Amount
    (i) Early Redemption Amount
    Early Redemption Amount payable on redemption for taxation reasons:
    $1,000 per Calculation Amount

  6. (ii) Early Termination Amount
    Early Termination Amount payable on Event of Default:
    $1,000 per Calculation Amount

[Signature Page Follows]


Signed on behalf of the Issuer:
By: _______
Duly authorised
Simon Lowe
CC: Citibank N.A., as Fiscal Agent

[Signature Page to the Floating Notes Final Terms]


PART B – OTHER INFORMATION

1. Listing and Admission to Trading

(i) Listing: The Official List of the Financial Conduct Authority
(ii) Admission to trading: Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange’s regulated market with effect on or about 27 March 2026.
(iii) Estimate of total expenses related to admission to trading: GBP 6,200

2. Rating

The Notes to be issued are expected to be rated:

A1 by Moody’s Investors Service Ltd. (Moody’s)
A by S&P Global Ratings UK Limited (S&P)
AA- by Fitch Ratings Ltd. (Fitch)

There is no guarantee that any of the above ratings will be maintained following the date of these Final Terms. Up-to-date information should always be sought by direct reference to the relevant rating agency.

Each of Moody’s, S&P and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009, as amended.

3. Interests of Natural and Legal Persons involved in the Offer

Save as discussed in the ‘Plan of Distribution’ section of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. Estimated Net Proceeds

Estimated net proceeds: $349,475,000

5. Fixed Rate Notes only – Yield

Indication of yield: Not Applicable

6. Operational Information

ISIN Code: USG6382RQH41 (Regulation S) / US63906YAW84 (Rule 144A)
CUSIP: G6382RQH4 (Regulation S) / 63906YAW8 (Rule 144A)

Any clearing system(s) other than DTC and the relevant identification number(s): Not Applicable
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any): Not Applicable


  1. Distribution

Method of Distribution: Syndicated

If syndicated, names of Dealers: Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, NatWest Markets Securities Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., CIBC World Markets Corp., SEB Securities, Inc.

Stabilising Manager (if any): Not Applicable

If Non-syndicated, name of relevant Dealer: Not Applicable

Prohibition of Sales to EEA and UK Retail Investors: Applicable