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REG - Natwest Markets PLC NatWest Markets N.V. - NatWest Markets Plc Annual Results 2025

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RNS Number : 8995S  Natwest Markets PLC  13 February 2026

NatWest Markets Group (NWM Group)

Results for the year ended 31 December 2025

Financial review

NWM Group reported a profit for the year ended 31 December 2025 of £275
million compared with a profit of £63 million for the year ended 31 December
2024. Higher income largely reflected a stronger performance in the Currencies
and Capital Markets business lines. Operating expenses increased in 2025, as a
decrease in litigation and conduct costs was more than offset by a rise in
other operating expenses.

Highlights
Financial performance

·     Income of £1,471 million in 2025 was up by £234 million compared
with £1,237 million in 2024. The increase was largely driven by stronger
performances in Currencies and Capital Markets, higher income from the profit
share arrangement with fellow NatWest Group subsidiaries, one-off gains
recognised in 2025 and lower foreign exchange (FX) reserves recycling losses.
These increases were partially offset by lower revenues from Fixed Income.

·     Operating expenses of £1,308 million increased by £100 million
compared with £1,208 million in 2024. Litigation and conduct costs of £63
million reflected ongoing progress in closing legacy matters, including any
associated conduct remediation activity, and were down by £39 million
compared with £102 million in 2024. Other operating expenses of £1,245
million were £139 million higher than £1,106 million in 2024, largely driven
by increases in technology investment costs and staff costs, lower VAT
recoveries and a credit recognised in 2024 in relation to property charges.

·     Total assets and total liabilities both decreased by £14.8 billion
to £168.4 billion and £161.4 billion respectively at 31 December 2025,
compared with the prior year. Derivative assets were down by £17.2 billion,
largely reflecting FX volatility across major currencies including the
weakening of USD in 2025, following contrasting trends in Q4 2024, and
variations in interest rates across different currencies and tenors. Funded
assets were up by £2.4 billion, mainly driven by increases in loans to
customers and other financial assets.

Capital and leverage

·     Total NWM Plc RWAs were £21.5 billion at 31 December 2025,
compared with £20.8 billion at 31 December 2024. The increase in 2025 was
mainly driven by higher credit risk, primarily reflecting growth in lending,
and an increase in operational risk RWAs following the annual recalculation,
including an acceleration from Q1 2026 to align with market practice. These
increases were partially offset by a reduction in market risk which reflected
active risk management.

·     NWM Plc's Common Equity Tier 1 (CET1) ratio was 18.4% at 31
December 2025, compared with 18.2% at 31 December 2024. The increase in the
year was largely driven by higher CET1 capital, partially offset by the
increase in RWAs.

·     Total Minimum requirement for own funds and eligible liabilities
(MREL) for NWM Plc at 31 December 2025 was £9.8 billion, compared with £10.0
billion at 31 December 2024. The decrease in total MREL in 2025 was largely
due to a reduction in eligible capital, driven by the redemption of Additional
Tier 1 (AT1) capital notes with NatWest Group plc of $1.15 billion, partially
offset by the issuance of two new AT1 instruments with NatWest Group plc
amounting to £600 million. In addition, senior unsecured debt reduced by
£0.1 billion during 2025, largely due to the maturity of an internal MREL
instrument with NatWest Group plc of $1.15 billion, and the impact of FX
movements, partially offset by two new internal MREL instruments with NatWest
Group plc of €580 million and £490 million respectively. The MREL ratio
decreased to 45.6% of RWAs at 31 December 2025, compared with 48.2% at 31
December 2024, mainly reflecting the increase in RWAs.

·     NWM Plc's leverage ratio was 5.0% at 31 December 2025 compared with
5.5% at 31 December 2024. The decrease in 2025 reflected lower Tier 1 capital
and higher leverage exposure. The increase in leverage exposure was driven by
increases in other financial assets and net derivatives, partially offset by a
decrease in trading assets.

Liquidity and funding

·     NWM Plc's average liquidity coverage ratio (LCR)((1)) increased to
198% (31 December 2024 - 192%), largely reflecting higher average levels in
the liquidity portfolio during the year. The liquidity portfolio at 31
December 2025 was £20.2 billion, down by £0.8 billion compared with £21.0
billion at 31 December 2024. Stressed outflow coverage((2)) was 165% at 31
December 2025, compared with 179% at 31 December 2024.

·     NWM Plc issued a total of £7.9 billion across a number of public
benchmark transactions during 2025. This includes prefinancing of 2026 funding
requirements, taking advantage of favourable market conditions. These
transactions comprised €3.6 billion and CHF0.2 billion of notes under our
Euro Medium Term Note programme, $4.8 billion of notes under our US Medium
Term Note programme and AUD2.0 billion of notes under our AUD debt issuance
programme. NWM Plc also raised funding in other formats throughout 2025
including, but not limited to, structured note issuance.

·     On 13 January 2026, NWM Plc issued a total of €1.0 billion of
benchmark notes under the EMTN programme.

(1)       Reported on an average basis in line with supervisory
guidelines. The LCR is calculated as the average of the preceding 12 months.

(2)       NWM Plc's Stressed Outflow Coverage (SOC) is an internal
measure calculated by reference to liquid assets as a percentage of net
stressed contractual and behavioural outflows over three months. The most
severe outcome is selected from a range of scenarios comprised of market-wide,
idiosyncratic and a combination of both. This assessment is performed in
accordance with PRA guidance. The average SOC is calculated as the average of
the preceding 12 months.

Capital guidance ((1,2))
 Metric (3)      Estimate
 CET1 ratio      ~14%
 MREL ratio (4)  >30%
 Leverage ratio  >4%

 

(1)       This supersedes all prior guidance.

(2)       This guidance, targets, expectations and trends discussed in
this section represent management's current medium-term expectations and are
subject to change, including as a result of the factors described in the Risk
Factors section on pages 151 to 168 NatWest Markets Plc 2025 Annual Report and
Accounts. These statements constitute forward-looking statements. Refer to
Forward-looking statements in this announcement.

(3)       All metrics presented relate to NWM Plc.

 

(4)       Includes total regulatory capital, non-eligible capital and
downstreamed internal MREL.

Business performance summary

The table below presents an analysis of key lines of NWM Group's income
statement. Commentary refers to the table below as well as the consolidated
income statement shown on page 5.

                                              Year ended                        Quarter ended
                                               31 December    31 December       31 December  30 September  31 December
                                              2025           2024               2025         2025          2024
 Income statement                             £m             £m                 £m           £m            £m
 Net interest income                          488            432                135          109           85
 Non-interest income                          983            805                248          217           218
 Total income                                 1,471          1,237              383          326           303
 Litigation and conduct costs                 (63)           (102)              (24)         26            (41)
 Other operating expenses                     (1,245)        (1,106)            (348)        (295)         (321)
 Operating expenses                           (1,308)        (1,208)            (372)        (269)         (362)
 Operating profit/(loss) before impairment
    losses/releases                           163            29                 11           57            (59)
 Impairment (losses)/releases                 (3)            8                  (2)          (4)           -
 Operating profit/(loss) before tax           160            37                 9            53            (59)
 Tax credit                                   115            26                 51           73            19
 Profit/(loss) for the period                 275            63                 60           126           (40)

 Income (1)
 Fixed Income                                 135            190                7            23            20
 Currencies                                   632            525                147          158           146
 Capital Markets                              749            666                190          189           164
 Capital Management Unit and other (2)        17             (49)               45           (30)          (11)
 Income including shared revenue before OCA   1,533          1,332              389          340           319
 Transfer pricing arrangements with fellow
    NatWest Group subsidiaries (3)            (63)           (86)               (4)          (14)          (12)
 Income excluding OCA                         1,470          1,246              385          326           307
 Own credit adjustments (OCA)                 1              (9)                (2)          -             (4)
 Total income                                 1,471          1,237              383          326           303

 

(1)     Product performance includes gross income earned on a NatWest
Group-wide basis, including amounts contributed to other NatWest Group
subsidiaries. Income including shared revenue before OCA includes revenue
share from other NatWest Group subsidiaries but before revenue share is paid
to or contributed to those subsidiaries.

(2)     Capital Management Unit was set up in Q3 2020 to manage capital
usage and optimisation across all parts of NatWest Markets, with the income
materially relating to legacy positions.

(3)     Transfer pricing arrangements with fellow NatWest Group
subsidiaries includes shared revenue paid to or contributed to those
subsidiaries and a profit share arrangement with fellow NatWest Group
subsidiaries. The profit share arrangement rewards NWM Group on an arm's
length basis for its contribution to the performance of the NatWest Group
Commercial & Institutional business segment. The profit share is not
allocated to individual NatWest Markets product areas.

Year ended 31 December 2025 performance

·     Net interest income largely represents interest income from lending
activity and capital hedges, offset by interest expense from the funding costs
of the business. The increase of £56 million compared with 2024 largely
reflects growth in lending activity within Capital Markets.

·     Non-interest income increased by £178 million in 2025. This rise
was largely driven by a stronger performance in Currencies, which reflected
the successful navigation of volatile market conditions, and higher income in
Capital Management Unit and other, driven by one-off gains recognised in 2025
including a dividend received on the restructuring of a strategic investment,
and lower FX reserves recycling losses. In addition, the amount recognised
under the profit share arrangement with fellow NatWest Group subsidiaries of
£189 million was £43 million higher than the amount recognised in 2024.
These increases were partially offset by lower revenues in Fixed Income, which
reflected challenging market conditions and reduced client activity.

·     Operating expenses were up by £100 million compared with 2024.
Litigation and conduct costs reflected ongoing progress in closing legacy
matters, including associated conduct remediation activity, and were down by
£39 million compared with 2024. Other operating expenses increased by £139
million compared with 2024, largely due to increases in technology investment
costs and staff costs, lower VAT recoveries and a credit recognised in 2024 in
relation to property charges, partially offset by a reduction in severance
costs.

·     The tax credit of £115 million on the operating profit before tax
of £160 million differs from the expected UK corporation tax rate of 25%,
primarily due to a revision in our estimate of deductible costs in current and
prior periods and a write-back of the deferred tax held on NWM N.V. losses.

Q4 2025 performance

·     Net interest income increased by £26 million compared with Q3 2025
and by £50 million compared with Q4 2024, largely reflecting higher interest
expense in the comparative periods from funding of the trading business.

·     Non-interest income increased by £31 million compared with Q3 2025
and by £30 million compared with Q4 2024. These increases were largely due to
a dividend received on the restructuring of a strategic investment in Q4 2025,
and FX reserves recycling losses of £30 million recognised in each of the
comparative periods. In addition, NWM Group recognised £63 million under the
profit share arrangement with fellow NatWest Group subsidiaries in Q4 2025,
which was £16 million and £17 million higher than the amounts recognised in
Q3 2025 and Q4 2024 respectively. These increases were partially offset by
lower trading income in the current quarter.

·     Operating expenses increased by £103 million compared with Q3 2025
and by £10 million compared with Q4 2024. Litigation and conduct costs were
up by £50 million compared with Q3 2025 and down by £17 million compared
with Q4 2024, reflecting ongoing progress on closing legacy matters, including
any associated conduct remediation activity. Other operating expenses
increased by £53 million compared with Q3 2025, largely due to one-off costs
recognised in the current quarter including the annual bank levy, in addition
to the non-repeat of VAT recoveries recognised in Q3 2025, partially offset by
lower staff costs. Other operating expenses increased by £27 million compared
with Q4 2024, largely due to higher technology investment costs and staff
costs.

 

Business performance summary

Balance sheet profile as at 31 December 2025

NWM Group's balance sheet profile is summarised below. Commentary refers to
the tables below as well as the consolidated balance sheet on page 6.

 Assets                                                       Liabilities
                                            2025   2024       2025   2024
                                            £bn    £bn        £bn    £bn
 Cash and balances at central banks         16.0   16.2
   Securities                               12.6   13.9       7.5    10.5          Short positions
   Reverse repos (1)                        27.7   27.1       28.6   30.6          Repos (2)
   Derivative cash collateral posted (3)    5.6    7.3        11.8   12.3          Derivative cash collateral received (4)
   Other trading assets                     0.3    0.6        0.9    1.1           Other trading liabilities
 Total trading assets                       46.2   48.9       48.8   54.5        Total trading liabilities
 Loans - amortised cost                     24.7   19.1       15.7   9.4         Deposits - amortised cost
 Settlement balances                        0.6    2.0        0.9    1.7         Settlement balances
 Amounts due from holding company                                                Amounts due to holding company
   and fellow subsidiaries                  0.3    0.3        6.1    6.8           and fellow subsidiaries
 Other financial assets                     19.1   17.9       35.5   31.3        Other financial liabilities
 Other assets                               0.6    0.7        0.4    0.5         Other liabilities
 Funded assets                              107.5  105.1      107.4  104.2       Liabilities excluding derivatives
 Derivative assets                          60.9   78.1       54.0   72.0        Derivative liabilities
 Total assets                               168.4  183.2      161.4  176.2       Total liabilities
                                                                                 of which:
                                                              36.2   32.5        Wholesale funding (5)
                                                              14.4   16.8        Short-term wholesale funding (5)
 Net derivative assets                      2.3    2.4        2.5    3.5         Net derivative liabilities

 

(1)     Comprises bank reverse repos of £4.6 billion (2024 - £5.9
billion) and customer reverse repos of £23.1 billion (2024 - £21.2 billion).

(2)     Comprises bank repos of £8.2 billion (2024- £7.2 billion) and
customer repos of £20.4 billion (2024 - £23.4 billion).

(3)     Comprises derivative cash collateral posted relating to banks of
£2.6 billion (2024 - £3.6 billion) and customers of £3.0 billion (2024 -
£3.7 billion).

(4)     Comprises derivative cash collateral received relating to banks of
£4.1 billion (2024 - £5.3 billion) and customers of £7.7 billion (2024 -
£7.0 billion).

(5)     Predominantly comprises bank deposits (excluding repos), debt
securities in issue and third-party subordinated liabilities.

·     Total assets and total liabilities both decreased by £14.8 billion
at 31 December 2025, compared with the prior year, mainly driven by a decrease
in derivative fair values which reflected FX rate volatility across major
currencies and variations in interest rates across different currencies and
tenors. Funded assets, which exclude derivatives, increased by £2.4 billion,
largely driven by higher loans at amortised cost and other financial assets.

·     Trading assets which primarily relate to client-led activity as
well as derivative cash collateral posted, were down by £2.7 billion, driven
by decreases in derivative cash collateral posted and securities, partially
offset by an increase in reverse repos.

·     Trading liabilities decreased by £5.7 billion, driven by lower
short positions, repos and derivative cash collateral received.

·     Loans - amortised cost increased by £5.6 billion, driven by higher
loans to customers reflecting growth in Capital Markets.

·     Other financial assets were up by £1.2 billion, largely driven by
an increase in bonds held in the liquid asset buffer.

·     Deposits - amortised cost increased by £6.3 billion, driven by
higher bank deposits reflecting increased repo funding and an increase in
customer deposits in NWM N.V.

·     Other financial liabilities increased by £4.2 billion, largely
driven by new issuance partially offset by maturities. The balance as at 31
December 2025 includes £27.2 billion of medium-term notes issued.

·     Derivative assets and derivative liabilities were down by £17.2
billion and £18.0 billion respectively. The decreases in fair values largely
reflected FX volatility across major currencies including the weakening of USD
in the year, following contrasting trends in Q4 2024, and variations in
interest rates across different currencies and tenors.

Non-IFRS measures

This document contains a number of non-IFRS measures. For details of the basis
of preparation and reconciliations, where applicable, refer to the non-IFRS
measures section on page 13.

Capital, liquidity and funding risk

Introduction

NWM Group takes a comprehensive approach to the management of capital,
liquidity and funding, underpinned by frameworks, risk appetite and policies,
to manage and mitigate capital, liquidity and funding risks. The framework
ensures the tools and capability are in place to facilitate the management and
mitigation of risk ensuring that NWM Group operates within its regulatory
requirements and risk appetite.

Capital, RWAs and leverage

Capital resources, RWAs and leverage for NWM Plc are set out below and have
been calculated in line with the PRA rulebook, subject to the requirements set
out in the UK CRR. Regulatory capital is monitored and reported at legal
entity level for large subsidiaries of NatWest Group.

                                 31 December  30 September  31 December
                                 2025         2025          2024
 Capital adequacy ratios (1,2)   %            %             %
 CET1                            18.4         17.5          18.2
 Tier 1                          23.0         22.0          24.3
 Total                           26.0         25.0          27.8
 Total MREL                      45.6         46.1          48.2

 Capital (1,2)                   £m           £m            £m
 CET1                            3,952        3,801         3,779
 Tier 1                          4,926        4,776         5,067
 Total                           5,576        5,425         5,779
 Total MREL (3)                  9,787        10,001        10,038

 Risk-weighted assets
 Credit risk                     10,447       9,896         8,908
 Counterparty credit risk        5,868        5,907         5,797
 Market risk                     3,431        4,528         5,105
 Operational risk                1,711        1,347         1,002
 Total RWAs                      21,457       21,678        20,812

(1)     NWM Plc's total capital ratio requirement is 11.4%, comprising the
minimum capital requirement of 8%, supplemented with the capital conservation
buffer of 2.5% and the institution specific countercyclical buffer (CCyB) of
0.9%. The minimum CET1 ratio is 7.9%, including the minimum capital
requirement of 4.5%. The CCyB is based on the weighted average of NWM Plc's
geographical exposures.

(2)     In addition, NWM Plc is subject to Pillar 2A requirements for
CET1, AT1 and T2. Refer to the NWM Plc Pillar 3 report for further details on
these additional capital requirements.

(3)     Includes senior debt instruments issued to NatWest Group plc with
a nominal value of £4.2 billion (30 September 2025 - £4.6 billion, 31
December 2024 - £4.3 billion).

(4)     The IFRS 9 transitional capital rules in respect to ECL provisions
ceased to apply on 1 January 2025.

Leverage

The leverage ratio has been calculated in accordance with the Leverage Ratio
(CRR) part of the PRA rulebook.

                               31 December  30 September  31 December
                               2025         2025          2024
 Tier 1 capital (£m)           4,926        4,776         5,067
 Leverage exposure (£m) (1)    97,880       106,006       92,859
 Leverage ratio (%)            5.0          4.5           5.5

(1)     Leverage exposure is broadly aligned to the accounting value of on
and off-balance sheet exposures albeit subject to specific adjustments for
derivatives, securities financing positions and off-balance sheet exposures.

 

Liquidity and funding

                                      31 December  30 September  31 December
                                      2025         2025          2024
 Average LCR (%)                      198          196           192
 Liquidity portfolio (£bn)            20.2         19.0          21.0
 Total wholesale funding (£bn) (1)    36.2         36.4          32.5
 Total funding including repo (£bn)   98.4         106.3         91.4

(1)     Predominantly comprises bank deposits (excluding repos), debt
securities in issue and third-party subordinated liabilities.

 

 

Consolidated income statement
for the period ended 31 December 2025
                                              Year ended                    Quarter ended
                                              31 December  31 December      31 December  30 September  31 December
                                              2025         2024             2025         2025          2024
                                              £m           £m               £m           £m            £m
 Interest receivable                          2,585        2,720            648          649           665
 Interest payable                             (2,097)      (2,288)          (513)        (540)         (580)
 Net interest income                          488          432              135          109           85
 Fees and commissions receivable              417          476              94           94            102
 Fees and commissions payable                 (188)        (213)            (45)         (41)          (47)
 Income from trading activities               658          585              86           181           157
 Other operating income                       96           (43)             113          (17)          6
 Non-interest income                          983          805              248          217           218
 Total income                                 1,471        1,237            383          326           303
 Staff costs                                  (506)        (452)            (113)        (128)         (99)
 Premises and equipment                       (79)         (75)             (21)         (22)          (20)
 Other administrative expenses                (711)        (671)            (235)        (116)         (240)
 Depreciation and amortisation                (12)         (10)             (3)          (3)           (3)
 Operating expenses                           (1,308)      (1,208)          (372)        (269)         (362)
 Operating profit/(loss) before impairment
    losses/releases                           163          29               11           57            (59)
 Impairment (losses)/releases                 (3)          8                (2)          (4)           -
 Operating profit/(loss) before tax           160          37               9            53            (59)
 Tax credit                                   115          26               51           73            19
 Profit/(loss) for the period                 275          63               60           126           (40)

 Attributable to:
 Ordinary shareholders                        167          (20)             37           104           (63)
 Paid-in equity holders                       108          73               23           22            22
 Non-controlling interests                    -            10               -            -             1
                                              275          63               60           126           (40)

 

 

Consolidated statement of comprehensive income

for the period ended 31 December 2025

                                                                         Year ended                    Quarter ended
                                                                         31 December  31 December      31 December  30 September  31 December
                                                                         2025         2024             2025         2025          2024
                                                                         £m           £m               £m           £m            £m
 Profit/(loss) for the period                                            275          63               60           126           (40)
 Items that do not qualify for reclassification
 Remeasurement of retirement benefit schemes                             5            (13)             8            -             (9)
 Changes in fair value of financial liabilities designated
   at fair value through profit or loss (FVTPL)                          (17)         (33)             (6)          (10)          (8)
 Fair value through other comprehensive income (FVOCI) financial assets  3            14               (12)         2             1
 Tax                                                                     (8)          23               (8)          (1)           7
                                                                         (17)         (9)              (18)         (9)           (9)
 Items that do qualify for reclassification
 FVOCI financial assets                                                  16           5                11           5             1
 Cash flow hedges (1)                                                    127          (29)             35           (9)           (54)
 Currency translation                                                    23           (14)             (4)          90            113
 Tax                                                                     (46)         16               (15)         -             16
                                                                         120          (22)             27           86            76
 Other comprehensive income/(loss) after tax                             103          (31)             9            77            67
 Total comprehensive income for the period                               378          32               69           203           27

 Attributable to:
 Ordinary shareholders                                                   270          (50)             46           181           5
 Paid-in equity holders                                                  108          73               23           22            22
 Non-controlling interests                                               -            9                -            -             -
                                                                         378          32               69           203           27

 

(1)     Refer to footnotes 1 and 2 of the statement of changes in equity.

 

Consolidated balance sheet as at 31 December 2025

                                                             31 December  30 September  31 December
                                                             2025         2025          2024
                                                             £m           £m            £m
 Assets
 Cash and balances at central banks                          16,023       17,066        16,229
 Trading assets                                              46,174       56,765        48,883
 Derivatives                                                 60,866       61,304        78,105
 Settlement balances                                         643          12,141        2,043
 Loans to banks - amortised cost                             1,221        1,826         1,171
 Loans to customers - amortised cost                         23,454       21,732        17,921
 Amounts due from holding companies and fellow subsidiaries  287          393           343
 Other financial assets                                      19,084       17,475        17,850
 Other assets                                                619          567           621
 Total assets                                                168,371      189,269       183,166

 Liabilities
 Bank deposits                                               8,501        9,562         4,565
 Customer deposits                                           7,161        8,619         4,840
 Amounts due to holding companies and fellow subsidiaries    6,068        7,146         6,771
 Settlement balances                                         932          9,074         1,729
 Trading liabilities                                         48,847       58,317        54,512
 Derivatives                                                 53,977       54,160        72,036
 Other financial liabilities                                 35,453       35,070        31,263
 Other liabilities                                           469          415           521
 Total liabilities                                           161,408      182,363       176,237

 Equity
 Owners' equity                                              6,963        6,906         6,929
 Total equity                                                6,963        6,906         6,929
 Total liabilities and equity                                168,371      189,269       183,166

 

 

Consolidated statement of changes in equity

for the period ended 31 December 2025

                                                                                 Year ended                    Quarter ended
                                                                                 31 December  31 December      31 December  30 September      31 December
                                                                                 2025         2024             2025         2025              2024
                                                                                 £m           £m               £m           £m                £m
 Called up share capital - at beginning and end of period                        400          400              400          400               400

 Share premium account - at beginning and end of period                          1,946        1,946            1,946        1,946             1,946

 Paid-in equity - at beginning of period                                         1,496        904              1,192        2,096             904
 Redeemed                                                                        (904)        -                -            (904)             -
 Issued                                                                          600          592              -            -                 592
 At end of period                                                                1,192        1,496            1,192        1,192             1,496

 Merger reserve - at beginning of period                                         (11)         (14)             (9)          (10)              (12)
 Amortisation                                                                    3            3                1            1                 1
 At end of period                                                                (8)          (11)             (8)          (9)               (11)

 FVOCI reserve - at beginning of period                                          25           13               41           36                26
 Unrealised gains/(losses)                                                       17           20               (2)          4                 2
 Realised losses/(gains)                                                         1            (5)              1            3                 (1)
 Tax                                                                             (6)          (3)              (3)          (2)               (2)
 At end of period                                                                37           25               37           41                25

 Cash flow hedging reserve - at beginning of period                              (177)        (164)            (114)        (106)             (138)
 Amount recognised in equity (1)                                                 (102)        (299)            (18)         (65)              (118)
 Reclassification of OCI to P&L (2)                                              229          270              53           56                64
 Tax                                                                             (41)         16               (12)         1                 15
 At end of period                                                                (91)         (177)            (91)         (114)             (177)

 Foreign exchange reserve - at beginning of period                               87           100              114          24                (27)
 Retranslation of net assets                                                     (27)         (98)             (3)          70                91
 Foreign currency gains/(losses) on hedges of net assets                         19           15               (1)          (11)              (7)
 Recycled to profit or loss on disposal of businesses                            31           70               -            31                30
 At end of period                                                                110          87               110          114               87

 Retained earnings - at beginning of period                                      3,163        3,195            3,336        3,181             3,216
 Profit/(loss) attributable to ordinary shareholders and other equity owners     275          53               60           126               (41)
 Paid-in equity dividends paid                                                   (108)        (73)             (23)         (22)              (22)
 Redemption/reclassification of paid-in equity                                   59           -                -            59                -
 Remeasurement of retirement benefit schemes
     - gross                                                                     5            (13)             8            -                 (9)
     - tax                                                                       (1)          16               (2)          -                 1
 Realised gains/(losses) on FVOCI equity shares
     - gross                                                                     1            4                             -                 1
     - tax                                                                       (6)          8                (6)          -                 8
 Changes in fair value of financial liabilities designated at FVTPL due to
 changes in credit risk
     - gross                                                                     (17)         (33)             (6)          (10)              (8)
     - tax                                                                       -            2                -            -                 1
 Share-based payments
    - gross                                                                      -            (3)              3            2                 7
    - tax                                                                        7            10               7            -                 10
 Sharing in success                                                              2            -                1            1                 -
 Amortisation of merger reserve                                                  (3)          (3)              (1)          (1)               (1)
 At end of period                                                                3,377        3,163            3,377        3,336             3,163

For the notes to this table refer to the following page.

 

Consolidated statement of changes in equity

for the period ended 31 December 2025 continued

                                                       Year ended                    Quarter ended
                                                       31 December  31 December      31 December  30 September  31 December
                                                       2025         2024             2025         2025          2024
                                                       £m           £m               £m           £m            £m
 Owners' equity at end of period                       6,963        6,929            6,963        6,906         6,929

 Non-controlling interests - at beginning of period    -            (2)              -            -             7
 Currency translation adjustments and other movements  -            (1)              -            -             (1)
 Profit attributable to non-controlling interests      -            10               -            -             1
 Dividends paid                                        -            (7)              -            -             (7)
 At end of period                                      -            -                -            -             -

 Total equity at end of period                         6,963        6,929            6,963        6,906         6,929

 Attributable to:
 Ordinary shareholders                                 5,771        5,433            5,771        5,714         5,433
 Paid-in equity holders                                1,192        1,496            1,192        1,192         1,496
 At end of period                                      6,963        6,929            6,963        6,906         6,929

 

(1)     The change in the cash flow hedging reserve is driven by realised
accrued interest transferred into the income statement.

(2)     The amount transferred from equity to the income statement is
mostly recorded within net interest income mainly within loans to banks and
customers - amortised cost and balances at central banks.

Consolidated cash flow statement

for the year ended 31 December 2025

 

                                                        31 December  31 December
                                                        2025         2024
                                                        £m           £m
 Cash flows from operating activities
 Operating profit before tax                            160          37
 Adjustments for non-cash items                         (1,001)      143
 Net cash flows from trading activities                 (841)        180
 Changes in operating assets and liabilities            (1,731)      (226)
 Net cash flows from operating activities before tax    (2,572)      (46)
 Income taxes received/(paid)                           96           (89)
 Net cash flows from operating activities               (2,476)      (135)
 Net cash flows from investing activities               (165)        (1,333)
 Net cash flows from financing activities               (557)        1,593
 Effects of exchange rate on cash and cash equivalents  319          (532)
 Net decrease in cash and cash equivalents              (2,879)      (407)
 Cash and cash equivalents at 1 January                 24,536       24,943
 Cash and cash equivalents at 31 December               21,657       24,536

Notes

1. Presentation of condensed consolidated financial statements

The condensed consolidated financial statements should be read in conjunction
with NatWest Markets Plc's 2025 Annual Report and Accounts. The critical and
material accounting policies are the same as those applied in the consolidated
financial statements.

The directors have prepared the condensed consolidated financial statements on
a going concern basis after assessing the principal risks, forecasts,
projections and other relevant evidence over the twelve months from the date
they are approved.

2. Trading assets and liabilities

Trading assets and liabilities comprise assets and liabilities held at fair
value in trading portfolios.

                                            31 December  31 December
                                            2025         2024
 Assets                                     £m           £m
 Loans
     Reverse repos                          27,656       27,127
     Collateral given                       5,635        7,333
     Other loans                            294          545
 Total loans                                33,585       35,005
 Securities
    Central and local government
       - UK                                 1,808        2,077
       - US                                 4,153        3,734
       - Other                              4,135        3,506
    Financial institutions and Corporate    2,493        4,561
 Total securities                           12,589       13,878
 Total                                      46,174       48,883

 Liabilities
 Deposits
     Repos                                  28,578       30,562
     Collateral received                    11,792       12,307
     Other deposits                         739          895
 Total deposits                             41,109       43,764
 Debt securities in issue                   234          257
 Short positions
    Central and local government
      - UK                                  1,504        2,680
     -  US                                  1,161        1,677
        Other                               4,137        4,755
 Financial institutions and corporate       702          1,379
 Total short positions                      7,504        10,491
 Total                                      48,847       54,512

 

 

Notes
3. Other financial liabilities
                                                                                 31 December  31 December
                                                                                 2025         2024
                                                                                 £m           £m
 Customer deposits - designated as at fair value through profit or loss (FVTPL)  2,312        1,537
 Debt securities in issue
    - Medium term notes                                                          27,232       21,852
    - Commercial paper and certificates of deposit                               5,638        7,605
 Subordinated liabilities
    - Designated as at FVTPL                                                     237          234
    - Amortised cost                                                             34           35
 Total                                                                           35,453       31,263

 
4. Amounts due to holding company and fellow subsidiaries
                                                         31 December  31 December
                                                         2025         2024
                                                         £m           £m
 Bank deposits - amortised cost                          267          548
 Customer deposits - amortised cost                      42           43
 Trading liabilities                                     280          613
 Other financial liabilities - subordinated liabilities  1,066        1,115
 MREL instruments issued to NatWest Group plc            4,323        4,358
 Other liabilities                                       90           94
 Total                                                   6,068        6,771

 
5. Related parties

UK Government

In May 2025, the UK Government through His Majesty's Treasury (HMT) sold its
remaining shareholding in NatWest Group plc. Under UK listing rules the UK
Government and UK Government-controlled bodies remained related parties until
12 July 2025, 12 months after the UK Government shareholding in NatWest Group
plc fell below 20%.

NWM Group enters into transactions with many of these bodies. NWM Group's
other transactions with the UK Government include the payment of taxes,
principally UK corporation tax and value added tax; national insurance
contributions; local authority rates; and regulatory fees and levies
(including the bank levy and FSCS levies).

Bank of England facilities

NWM Group may participate in a number of schemes operated by the Bank of
England in the normal course of business.

In March 2024 Bank of England Levy replaced the Cash Ratio Deposit scheme.
Members of NatWest Group that are UK authorised institutions having eligible
liabilities greater than £600 million are required to pay the levy. They also
have access to Bank of England reserve accounts: sterling current accounts
that earn interest at the Bank of England Base rate.

Other related parties

(a) In their roles as providers of finance, NWM Group companies provide
development and other types of capital support to businesses.

(b) To further strategic partnerships, NWM Group may seek to invest in third
parties or allow third parties to hold a minority interest in a subsidiary of
NWM Group. We disclose as related parties for associates and joint ventures
and where equity interest are over 10%. Ongoing business transactions with
these entities are on normal commercial terms.

(c)  In accordance with IAS 24, transactions or balances between NWM Group
entities that have been eliminated on consolidation are not reported.

(d) NWM Group is recharged from other NatWest Group entities, mainly NWB Plc
which provides the majority of shared services (including technology) and
operational processes.

(e) The primary financial statements include transactions and balances with
its subsidiaries which have been further disclosed in the relevant parent
company notes.

Full details of NWM Group's related party transactions for year ended 31
December 2025 are included in NatWest Markets Plc 2025 Annual Report and
Accounts.

 

Notes
6. Litigation and regulatory matters

NWM Plc and certain members of NWM Group are party to various legal
proceedings and are involved in, or subject to, various regulatory matters,
including as the subject of investigations and other regulatory and
governmental action (Matters) in the United Kingdom (UK), the United States
(US), the European Union (EU) and other jurisdictions. Note 25 in the NatWest
Markets Plc 2025 Annual Report and Accounts, issued on 13 February 2026 and
available at nwm.com (Note 25), discusses the Matters in which NWM Group is
currently involved and material developments. Other than the Matters discussed
in Note 25, no member of NWM Group is or has been involved in governmental,
legal, or regulatory proceedings (including those which are pending or
threatened) that are expected to be material, individually or in aggregate.
Recent developments in the Matters identified in Note 25 that have occurred
since the Q3 2025 Interim Management Statement was issued on 24 October 2025,
include, but are not limited to, those set out below.

Litigation

London Interbank Offered Rate (LIBOR) and other rates litigation

NatWest Group plc and certain other members of NatWest Group, including NWM
Plc, are defendants in a number of claims pending in the United States
District Court for the Southern District of New York (SDNY) with respect to
the setting of USD LIBOR. The complainants allege that certain members of
NatWest Group and other panel banks violated various federal laws, including
the US commodities and antitrust laws, and state statutory and common law, as
well as contracts, by manipulating LIBOR and prices of LIBOR-based derivatives
in various markets through various means.

The co-ordinated proceeding in the SDNY relating to USD LIBOR now includes one
remaining class action, which is on behalf of persons who purchased
LIBOR-linked instruments from defendants and bonds issued by defendants, as
well as two non-class actions.

On 25 September 2025, the SDNY granted summary judgment to the defendants on
the issue of liability and dismissed all claims in both the class action and
the non-class actions. The decision is being appealed in the United States
Court of Appeals for the Second Circuit (US Court of Appeals).

Two other IBOR-related class actions involving NWM Plc, concerning alleged
manipulation of Euribor and Pound Sterling LIBOR, were previously dismissed by
the SDNY for various reasons.

On 22 August 2025, the US Court of Appeal reversed the SDNY's decision in the
Euribor case, reinstating claims against NWM Plc. That case has therefore
returned to the SDNY for further proceedings.

On 15 September 2025, the US Court of Appeals affirmed the SDNY's dismissal of
the Pound Sterling LIBOR case.

Foreign exchange litigation

NatWest Group plc, NWM Plc and/or NWMSI are defendants in several cases
relating to NWM Plc's foreign exchange (FX) business.

In July and December 2019, two separate applications seeking opt-out
collective proceedings orders were filed in the UK Competition Appeal Tribunal
(CAT) against NatWest Group plc, NWM Plc and other banks.

Both applications were brought on behalf of persons who, between 18 December
2007 and 31 January 2013, entered into a relevant FX spot or outright forward
transaction in the European Economic Area with a relevant financial
institution or on an electronic communications network.

In March 2022, the CAT declined to certify either application as collective
proceedings on an opt-out basis.  This decision was appealed by the
applicants and was the subject of an application for judicial review. The CAT,
in its judgment, allowed the applicants three months in which to reformulate
their claims as opt-in claims.

In its amended judgment in November 2023, the Court of Appeal allowed the
appeal and decided that the claims should proceed on an opt-out basis.
Separately, the court determined which of the two competing applicants can
proceed as class representative and dismissed the application for judicial
review of the CAT's decision. The other applicant has discontinued its claim
and withdrawn from the proceedings. The banks sought permission to appeal the
Court of Appeal decision directly to the UK Supreme Court, which was granted
in April 2024. The appeal was heard in April 2025.

In December 2025, the UK Supreme Court reinstated the CAT's decision to refuse
the application for a collective proceedings order on an opt-out basis.

Swaps antitrust litigation

NWM Plc and other members of NatWest Group, including NatWest Group plc, as
well as a number of other interest rate swap dealers, are defendants in
several cases pending in the SDNY alleging violations of the US antitrust laws
in the market for interest rate swaps. Three swap execution facilities
(TeraExchange, Javelin, and trueEx) allege that they would have successfully
established exchange-like trading of interest rate swaps if the defendants had
not unlawfully conspired to prevent that from happening through boycotts and
other means. Discovery is complete though expert discovery is ongoing.

In June 2021, a class action antitrust complaint was filed against a number of
credit default swap dealers in New Mexico federal court on behalf of persons
who, from 2005 onwards, settled credit default swaps in the United States by
reference to the ISDA credit default swap auction protocol. The complaint
alleges that the defendants conspired to manipulate that benchmark through
various means in violation of the antitrust laws and the Commodity Exchange
Act.

Notes
6. Litigation and regulatory matters continued

In May 2025, the US Court of Appeals affirmed a January 2024 decision by the
SDNY which barred the plaintiffs in the New Mexico case from pursuing claims
based on conduct occurring before 30 June 2014 on the ground that such claims
were extinguished by a 2015 settlement agreement that resolved a prior class
action relating to credit default swaps.

The case in New Mexico (which had been stayed pending the appeal of the SDNY's
decision) has now resumed. The defendants have filed a motion to dismiss,
which is pending.

Odd lot corporate bond trading antitrust litigation

On 2 September 2025, the SDNY dismissed the class action antitrust complaint
alleging that, from August 2006 onwards, various securities dealers, including
NWMSI, conspired artificially to widen spreads for odd lots of corporate bonds
bought or sold in the United States secondary market and to boycott electronic
trading platforms that would have allegedly promoted pricing competition in
the market for such bonds. The plaintiffs did not appeal the SDNY's decision
and the case is now closed.

1MDB litigation

A Malaysian court claim was served in Switzerland in November 2022 by 1MDB, a
sovereign wealth fund, in which Coutts & Co Ltd was named, along with six
others, as a defendant in respect of losses allegedly incurred by 1MDB. It is
claimed that Coutts & Co Ltd is liable as a constructive trustee for
having dishonestly assisted the directors of 1MDB in the breach of their
fiduciary duties by failing (amongst other alleged claims) to undertake due
diligence in relation to a customer of Coutts & Co Ltd, through which
funds totalling c.US$1 billion were received and paid out between 2009 and
2011. 1MDB sought the return of that amount plus interest. Coutts & Co Ltd
filed an application in January 2023 challenging the validity of service and
the Malaysian court's jurisdiction to hear the claim, and a hearing took place
in February 2024.

In March 2024, the court granted that application. 1MDB appealed that decision
and a prior decision by the court not to allow them to discontinue their
claim. Both appeals were scheduled to be heard in November 2025 but did not
progress as 1MDB withdrew their appeal and discontinued the claim.

Coutts & Co Ltd (a subsidiary of RBS Netherlands Holdings B.V., which in
turn is a subsidiary of NWM Plc) is a company registered in Switzerland and is
in wind-down following the announced sale of its business assets in 2015.

Oracle Securities Litigation

On 14 January 2026, a class action complaint was filed in New York state court
against Oracle Corporation and the underwriters of a September 2025 bond
offering by Oracle, including NWMSI.  The complaint alleges that the offering
documents for the bonds were materially misleading because they failed to
disclose that, at the time of the bond offering, Oracle was already planning
to further increase its debt to fund its Artificial Intelligence
infrastructure expansion.

The complaint seeks damages under the U.S. Securities Act of 1933 (the
'Securities Act'), as amended, on behalf of those who purchased Oracle's
bonds. In connection with the bond offering, Oracle agreed to indemnify the
underwriters against certain potential liabilities, including disclosure-based
liability under the Securities Act.

Tandanor Litigation in Argentina

In October 2012, a claim was filed in the District Court of Buenos Aires by
'Argentina Talleres Navales Dársena Norte Sociedad Anónima Comercial,
Industrial y Naviera' ("Tandanor") (a naval repair business) against what is
now the Representative Office of The Royal Bank of Scotland NV, Argentine
Branch (in liquidation) (the "Representative Office") and eleven private
individuals. (The Representative Office inherited the claim from Banco
Holandés Unido, Argentine Branch.)  The claim, which was unquantified,
sought damages for alleged fraudulent conduct during Tandanor's privatisation,
which concluded in 1993. The Representative Office's participation in the
privatisation was 2.9%. The Argentine Ministry of Defence joined Tandanor as a
plaintiff in 2014.

The claim was dismissed on limitation grounds in 2018, and the plaintiffs were
unsuccessful in subsequent appeals. In November 2024, however, the Argentine
Supreme Court set the appealed judgments aside and, in June 2025, the
Argentine Federal Court of Appeal returned the case to the Argentine Federal
District Court for further consideration. In December 2025, the plaintiffs
filed an update quantifying damages at USD1.1bn. The Representative Office
continues to defend the claim and has requested a hearing.

7. Post balance sheet events

On 13 January 2026, NWM Plc issued a total of €1.0 billion of notes under
the EMTN programme in benchmark transactions. There has been no adjustment to
the 31 December 2025 statutory financial statements.

Other than as disclosed in the accounts, there have been no other significant
events between 31 December 2025 and the date of approval of these accounts
which would require a change to or additional disclosure.

 

Non-IFRS financial measures

NWM Group prepares its financial statements in accordance with UK-adopted
International Accounting Standards (IAS), and International Financial
Reporting Standards (IFRS), as issued by the International Accounting
Standards Board (IASB). This document contains a number of non-IFRS measures,
or alternative performance measures, defined under the European Securities and
Markets Authority (ESMA) guidance, or non-Generally Accepted Accounting
Principles (GAAP) financial measures in accordance with the Securities and
Exchange Commission (SEC) regulations. These measures are adjusted for certain
items which management believes are not representative of the underlying
performance of the business and which distort period-on-period comparison.

The non-IFRS measures provide users of the financial statements with a
consistent basis for comparing business performance between financial periods
and information on elements of performance that are one-off in nature. The
non-IFRS measures also include a calculation of metrics that are used
throughout the banking industry.

These non-IFRS measures are not a substitute for IFRS measures and a
reconciliation to the closest IFRS measures is presented where appropriate.
These measures include:

·     Management analysis of operating expenses shows litigation and
conduct costs on a separate line. These amounts are included within staff
costs, premises and equipment and other administrative expenses in the
statutory analysis. Other operating expenses excludes litigation and conduct
costs which are more volatile and may distort comparisons with prior
periods.

·     Funded assets are defined as total assets less derivative assets.
This measure allows review of balance sheet trends exclusive of the volatility
associated with derivative fair values.

·     Management view of income by business including shared revenue and
before own credit adjustments. This measure is used to show underlying income
generation in NatWest Markets excluding the impact of own credit adjustments.

·     Revenue share refers to income generated by NatWest Markets
products from customers that have their primary relationship with other
NatWest Group subsidiaries, a proportion of which is shared between NatWest
Markets and those subsidiaries.

·     Transfer Pricing arrangements with fellow NatWest Group
subsidiaries includes revenue share and a profit share arrangement with fellow
NatWest Group subsidiaries. The profit share arrangement rewards NWM Group on
an arm's length basis for its contribution to the performance of the NatWest
Group Commercial & Institutional business segment. The profit share is not
allocated to individual NatWest Markets product areas.

·     Own credit adjustments are applied to positions where it is
believed that the counterparties would consider NWM Group's creditworthiness
when pricing trades. The fair value of certain issued debt securities,
including structured notes, is adjusted to reflect the changes in own credit
spreads and the resulting gain or loss recognised in income.

Non-IFRS financial measures

Operating expenses - management view

                                Year ended
                                31 December 2025                       31 December 2024
                                Litigation   Other      Statutory      Litigation   Other      Statutory
                                and conduct  operating  operating      and conduct  operating  operating
                                costs        expenses   expenses       costs        expenses   expenses
                                £m           £m         £m             £m           £m         £m
 Staff costs                    40           466        506            27           425        452
 Premises and equipment         6            73         79             -            75         75
 Other administrative expenses  17           694        711            75           596        671
 Depreciation and amortisation  -            12         12             -            10         10
 Total                          63           1,245      1,308          102          1,106      1,208

                                                                       Quarter ended
                                                                       31 December 2025
                                                                       Litigation   Other      Statutory
                                                                       and conduct  operating  operating
                                                                       costs        expenses   expenses
                                                                       £m           £m         £m
 Staff costs                                                           9            104        113
 Premises and equipment                                                2            19         21
 Other administrative expenses                                         13           222        235
 Depreciation and amortisation                                         -            3          3
 Total                                                                 24           348        372

                                                                       Quarter ended
                                                                       30 September 2025
                                                                       Litigation   Other      Statutory
                                                                       and conduct  operating  operating
                                                                       costs        expenses   expenses
                                                                       £m           £m         £m
 Staff costs                                                           12           116        128
 Premises and equipment                                                1            21         22
 Other administrative expenses                                         (39)         155        116
 Depreciation and amortisation                                         -            3          3
 Total                                                                 (26)         295        269

                                                                       Quarter ended
                                                                       31 December 2024
                                                                       Litigation   Other      Statutory
                                                                       and conduct  operating  operating
                                                                       costs        expenses   expenses
                                                                       £m           £m         £m
 Staff costs                                                           5            94         99
 Premises and equipment                                                -            20         20
 Other administrative expenses                                         36           204        240
 Depreciation and amortisation                                         -            3          3
 Total                                                                 41           321        362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of directors' responsibilities

The responsibility statement below has been prepared in connection with NWM
Group's full Annual Report and Accounts for the year ended 31 December 2025.

We, the directors listed below, confirm that to the best of our knowledge:

·     The financial statements, prepared in accordance with UK-adopted
IAS, and IFRS, as issued by the IASB, give a true and fair view of the assets,
liabilities, financial position and profit or loss of NWM Plc and the
undertakings included in the consolidation taken as a whole; and

·     The Strategic Report and Report of the directors (incorporating the
Financial review) include a fair review of the development and performance of
the business and the position of NWM Plc, and the undertakings included in the
consolidation taken as a whole, together with a description of the principal
risks and uncertainties that they face.

 

 By order of the Board  Jonathan Peberdy         Simon Lowe

 Tamsin Rowe
 Interim Chair          Chief Executive Officer  Chief Financial Officer
 12 February 2026
 Board of directors     Executive directors      Non-executive directors

 Interim Chair
 Tamsin Rowe            Jonathan Peberdy         Rupert Hume-Kendall

                        Simon Lowe               Thierry Roland

                                                 Anne Simpson

                                                 Sabrina Wilson

 

Presentation of information

NatWest Markets Plc ('NWM Plc') is a wholly owned subsidiary of NatWest Group
plc or 'the ultimate holding company'. The NatWest Markets Group ('NWM Group')
or 'we' comprises NWM Plc and its subsidiary and associated undertakings. The
term 'NatWest Group' comprises NatWest Group plc and its subsidiaries.

NWM Plc publishes its financial statements in pounds sterling ('£' or
'sterling'). The abbreviations '£m' and '£bn' represent millions and
thousands of millions of pounds sterling ('GBP'), respectively, and references
to 'pence' represent pence in the United Kingdom ('UK'). Reference to
'dollars' or '$' are to United States of America ('US') dollars. The
abbreviations '$m' and '$bn' represent millions and thousands of millions of
dollars, respectively, and references to 'cents' represent cents in the US.
The abbreviation '€' represents the 'euro', and the abbreviations '€m' and
'€bn' represent millions and thousands of millions of euros, respectively,
and references to 'cents' represent cents in the European Union ('EU').

Statutory results

Financial information contained in this document does not constitute statutory
accounts within the meaning of section 434 of the Companies Act 2006 ("the
Act"). The statutory accounts for the year ended 31 December 2025 will be
filed with the Registrar of Companies. The report of the auditor on those
statutory accounts was unqualified, did not draw attention to any matters by
way of emphasis and did not contain a statement under section 498(2) or (3) of
the Act.

 Contact     RB

 Paul Pybus  NatWest Group Investor Relations  +44 (0) 7769161183

 

 

Forward-looking statements

Cautionary statement regarding forward-looking statements RBS\Fin

Certain sections in this document contain 'forward-looking statements' as that
term is defined in the United States Private Securities Litigation Reform Act
of 1995, such as statements with respect to NWM Group's financial condition,
results of operations and business, including its strategic priorities,
financial, investment and capital targets, and climate and
sustainability-related targets, commitments and ambitions described herein.
Statements that are not historical facts, including statements about NatWest
Group's beliefs and expectations, are forward-looking statements. Words such
as 'expect', 'estimate', 'project', 'anticipate', 'commit', 'believe',
'should', 'intend', 'will', 'plan', 'could', 'probability', 'risk', 'target',
'goal', 'objective', 'may', 'endeavour', 'outlook', 'optimistic', 'prospects'
and similar expressions or variations on these expressions are intended to
identify forward-looking statements. In particular, this document includes
forward-looking targets and guidance relating to financial performance
measures, such as income growth, operating expense, cost reductions,
impairment loss rates, capital generation pre-distributions, customer assets
and liabilities growth rate, cost-income ratio, balance sheet reduction
(including the reduction of RWAs), CET1 ratio (and key drivers of the CET1
ratio, including timing, impact and details), Pillar 2 and other regulatory
buffer requirements and MREL and non-financial performance measures, such as
climate and sustainability-related performance ambitions, targets non-ifrs
finfinanced and facilitated emissions.

Limitations inherent to forward-looking statements

These statements are based on current plans, expectations, estimates, targets
and projections, and are subject to significant inherent risks, uncertainties
and other factors, both external and relating to NatWest Group's and NWM
Group's strategy or operations, which may result in NWM Group being unable to
achieve the current plans, expectations, estimates, targets, projections and
other anticipated outcomes expressed or implied by such forward-looking
statements. In addition, certain of these disclosures are dependent on choices
relying on key model characteristics and assumptions and are subject to
various limitations, including assumptions and estimates made by management.
By their nature, certain of these disclosures are only estimates and, as a
result, actual future results, gains or losses could differ materially from
those that have been estimated. Accordingly, undue reliance should not be
placed on these statements. The forward-looking statements contained in this
document speak only as of the date we make them and we expressly disclaim any
obligation or undertaking to update or revise any forward-looking statements
contained herein, whether to reflect any change in our expectations with
regard thereto, any change in events, conditions or circumstances on which any
such statement is based, or otherwise, except to the extent legally required.

Important factors that could affect the actual outcome of the forward-looking
statements

We caution you that a large number of important factors could adversely affect
our results or our ability to implement our strategy, cause us to fail to meet
our targets, predictions, expectations and other anticipated outcomes or
affect the accuracy of forward-looking statements described in this document.
These factors include, but are not limited to, those set forth in the risk
factors and the other uncertainties described in NatWest Markets Plc's 2025
Annual Report and Accounts, and its other public filings. The principal risks
and uncertainties that could adversely affect NWM Group's future results, its
financial condition and/or prospects and cause them to be materially different
from what is forecast or expected, include, but are not limited to: economic
and political risk (including in respect of: economic and political risks and
uncertainties in the UK and global markets, including as a result of inflation
and interest rates, supply chain disruption, protectionist policies, and
geopolitical developments; and changes in interest rates and foreign currency
exchange rates; business change and execution risk (including in respect of:
NatWest Group's strategy and NatWest Group's creation of its Commercial &
Institutional business segment (of which NWM Group forms part); the
competitive environment;   and the transfer of NatWest Group's EU corporate
portfolio); financial resilience risk (including in respect of: NWM Group's
ability to meet targets, generate returns or implement its strategy
effectively; prudential regulatory requirements for capital; NWM Group's
reliance on access to capital markets directly or indirectly through its
parent (NatWest Group plc) for the subscription to its internal capital and
MREL; prudential regulatory requirements for funding and liquidity; capital,
funding and liquidity risk; reductions in the credit ratings and/or outlooks
assigned to NatWest Group plc, any of its subsidiaries (including NWM Group)
or any of their respective debt securities; ; counterparty and borrower risk;
model risk; sensitivity to accounting policies, judgments, estimates and
assumptions (and the economic, climate, competitive and other forward-looking
information affecting those judgments, estimates and assumptions); changes in
applicable accounting standards; the requirements of regulatory stress tests
and the adequacy of NatWest Group's resolution plans; and the application of
UK statutory stabilisation or resolution powers to NatWest Group); operational
and IT resilience risk (including in respect of: operational risks (including
reliance on third party suppliers); cyberattacks; the accuracy and effective
use of data; artificial intelligence; attracting, retaining and developing
senior management and skilled personnel; complex IT systems; NWM Group's risk
management framework; and NWM Group's reputational risk); legal and regulatory
risk (including in respect of: the impact of substantial regulation and
oversight; the outcome of legal, regulatory and governmental actions and
investigations as well as remedial undertakings; and changes in tax
legislation or failure to generate future taxable profits); and climate and
sustainability-related risk (including in respect of: climate  and
sustainability-related risks; both the execution and reputational risk
relating to NatWest Group's (including NWM Group) climate and
sustainability-related strategy, ambitions, targets, commitments, and
transition plan; climate and sustainability-related data and model risk;
increasing levels of climate, environmental, human rights and other
sustainability-related laws, regulation and oversight; climate, environmental,
human rights and other sustainability-related litigation, enforcement actions,
investigations and conduct risk).

Cautionary statement regarding Non-IFRS financial measures and APMs

NWM Group prepares its financial statements in accordance with UK-adopted IAS,
and IFRS, as issued by the IASB. This document may contain non-IFRS measures,
or alternative performance measures, defined under the European Securities and
Markets Authority (ESMA) guidance, or non-GAAP financial measures in
accordance with the Securities and Exchange Commission (SEC) regulations
(together, APMs). APMs are adjusted for notable and other defined items which
management believes are not representative of the underlying performance of
the business and which distort period-on-period comparison. APMs provide users
of the financial statements with a consistent basis for comparing business
performance between financial periods and information on elements of
performance that are one-off in nature. APMs included in this document, are
not measures within the scope of IFRS or GAAP, are based on a number of
assumptions that are subject to uncertainties and change, and are not a
substitute for IFRS or GAAP measures and a reconciliation to the closest IFRS
or GAAP measure is presented where appropriate.

The information, statements and opinions contained in this document do not
constitute a public offer under any applicable legislation or an offer to sell
or a solicitation of an offer to buy any securities or financial instruments
or any advice or recommendation with respect to such securities or other
financial instruments.

Legal Entity Identifier: RR3QWICWWIPCS8A4S074

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