REG - NatWest Group plc - Director/PDMR Shareholding

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RNS Number : 2699W  NatWest Group plc  11 March 2026

11 March 2026

NatWest Group plc

 

 

INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE UK MARKET ABUSE
REGULATION

 

1.    NatWest Group plc (the Company) announces that conditional
performance share plan awards (PSP) and deferred awards (Deferred Awards) over
ordinary shares of £1.0769* each in the Company (Shares) (ISIN: GB00BM8PJY71)
have been granted on 9 March 2026 under the NatWest Group plc 2024 Employee
Share Plan (the Plan) to the PDMRs set out below:

 

 Name of PDMR         Position of PDMR                              Award           Maximum no. of

                                                                                    Shares eligible to vest

 Robert Begbie        CEO, Commercial & Institutional               PSP             291,380
                      Deferred Award                                                67,066
 Solange Chamberlain  CEO, Retail                                   PSP             116,552
                      Deferred Award                                                45,434
 Emma Crystal         CEO, Private Banking & Wealth Management      PSP             221,047
                      Deferred Award                                                61,945
 James Holian         Chief Customer & Operations Officer           Deferred Award  37,783
 Maria Kokkinou       Group Chief People Officer                    Deferred Award  38,065
 Scott Marcar         Group Chief Information Officer               PSP             331,570
                      Deferred Award                                                86,142
  Katie Murray        Group Chief Financial Officer                 PSP             401,787
                      Deferred Award                                                85,561
 Sean Pilcher         Interim Group Chief Risk Officer              Deferred Award  29,185
 Paul Thwaite         Group Chief Executive Officer                 PSP             589,287
                      Deferred Award                                                125,489

 

The market price per Share used on the grant of the above awards was £5.9716.

 

A pre-vest performance assessment will take place for the PSP at the end of
three years. Subject to this, the PSP will be eligible to vest between 2029
and 2030. Following vesting, Executive Director's Shares will be subject to a
12-24 month retention period.

 

Deferred Awards will be eligible to vest between 2026 and 2030. Shares vesting
in 2026 will be subject to a 12 month retention period.

 

Dividend equivalents will apply to both PSP and Deferred Awards, and
additional Shares will be delivered on vesting to reflect the value of
dividends paid over the vesting period.

 

Malus provisions will apply to each award up until vesting and clawback
provisions will apply for a period of seven years from the date of grant.
Such period can be extended to ten years in certain circumstances.

 

2.    The Company announces that long term incentive awards (LTI),
restricted share plan awards (RSP), Deferred Awards and buy-out awards
(Buy-out Awards) over Shares vested on 9 March 2026 to the PDMRs set out
below. The awards were granted under the Plan between March 2019 and March
2025. The number of Shares withheld to meet associated tax liabilities
arising on vesting and the number of vested Shares retained by each PDMR is
set out below:

 

 Name of PDMR         Position of PDMR                              Award              No. of Shares vested  No. of Shares withheld to satisfy associated tax liability  No. of vested Shares retained

                                                                                       532,608               266,705                                                     265,903

 Robert Begbie        CEO, Commercial & Institutional               LTI(3)

                      Deferred Award(3)                                                165,591               82,920                                                      82,671
 Solange Chamberlain  CEO, Retail                                   Deferred Award(3)  39,394                18,543                                                      20,851
 Emma Crystal         CEO, Private Banking & Wealth Management      Buy-out Award(1)   19,150                9,015                                                       10,135
                      Deferred Award(3)                                                127,366               59,951                                                      67,415
 James Holian         Chief Customer & Operations Officer           Deferred Award(3)  56,631                26,657                                                      29,974
 Maria Kokkinou       Group Chief People Officer                    Buy-out Award      52,264                24,601                                                      27,663
                      Deferred Award                                                   6,500                 3,060                                                       3,440
 Scott Marcar         Group Chief Information Officer               Buy-out Award(1)   39,829                18,748                                                      21,081
                      Deferred Award(3)                                                236,785               111,456                                                     125,329
                                                                                       326,943               153,895                                                     173,048

 Katie Murray         Group Chief Financial Officer                 LTI(2)

                                                                                       86,291                40,617                                                      45,674

                      RSP(2)
                      Deferred Award(2)                                                41,785                19,669                                                      22,116
 Sean Pilcher         Interim Group Chief Risk Officer              Deferred Award(3)  23,075                10,862                                                      12,213
                      Group Chief Executive Officer                                    472,786               222,544                                                     250,242

 Paul Thwaite                                                       LTI(3)

                      RSP(3)                                                           318,806               150,064                                                     168,742
 1.     Vested Shares retained after payment of associated tax liabilities
 will be subject to retention periods which mirror the retention periods
 applicable to the PDMR's awards granted by their previous employer.

 2.     Vested Shares retained after payment of associated tax liabilities
 will be subject to a 12 month retention period.

 3.     Vested Shares include eligible Shares from LTI, RSP and Deferred
 Awards where vesting has been accelerated, in line with recent changes to the
 PRA and FCA remuneration rules applicable to the Company's group.

 

The market price used to meet associated tax liabilities was £5.6623.

 

3.    The Company announces that Shares were delivered to PDMRs on 9 March
2026, as set out below. The Shares delivered represent payment of a fixed
share allowance for the three-month period ending 31 March 2026 and have been
calculated using a share price of £5.9716.

 

The number of Shares delivered, the number of Shares withheld to meet
associated tax liabilities and the number of Shares retained by each PDMR is
as follows:

 

  Name of PDMR        Position of PDMR                              No. of Shares delivered  No. of Shares withheld to satisfy associated tax liability  No. of Shares retained
 Robert Begbie        CEO, Commercial & Institutional               15,176                   7,600                                                       7,576
 Solange Chamberlain  CEO, Retail                                   12,141                   5,715                                                       6,426
 Emma Crystal         CEO, Private Banking & Wealth Management      11,513                   5,420                                                       6,093
 Scott Marcar         Group Chief Information Officer               17,270                   8,129                                                       9,141
 Katie Murray         Group Chief Financial Officer                 33,648                   15,838                                                      17,810
 Paul Thwaite         Group Chief Executive Officer                 49,350                   23,230                                                      26,120

 

The market price used to determine the number of Shares withheld to meet
associated tax liabilities was £5.6623. Shares retained after payment of
associated tax liabilities will be held on behalf of PDMRs and will be
released in instalments over a five year period.

 

4.    The Company announces that the PDMRs set out below have sold Shares
on the date and at the price indicated under, and in accordance with the terms
of, the irrevocable trading plans entered into by the PDMRs, as announced on
01 September 2025:

 Name of PDMR  Position of PDMR               No. of Shares sold  Sale price  Date of transaction
 Katie Murray  Group Chief Financial Officer  53,000              £5.6209     09/03/2026
 Paul Thwaite  Group Chief Executive Officer  26,000              £5.6209     09/03/2026

 

 

All of the above transactions took place on the London Stock Exchange (XLON).

 

* Note: the nominal value of ordinary shares without rounding is
£1.076923076923077 per share

 

Legal Entity Identifier: 2138005O9XJIJN4JPN90

 

For further information contact:

NatWest Group Investor Relations

Claire Kane

Director of Investor Relations

+44 20 7672 1758

 

NatWest Group Media Relations

+44(0)131 523 4205

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