Fixed Reset Rate Notes. Determination of the U.S. Treasury Rate” in the Preliminary Prospectus Supplement. From (and including) the Issue Date to (but excluding) maturity, the interest rate on the Floating Rate Notes will be equal to the Benchmark (initially, Compounded Daily SOFR (both terms as defined in the Preliminary Prospectus Supplement)) plus 1.100% per annum, accruing from (and including) the Issue Date to (but excluding) maturity. The interest rate applicable to the Floating Rate Notes will be reset quarterly on each Floating Rate Notes Interest Reset Date (as defined below). Interest Payment Dates Interest on the Fixed Reset Rate Notes will be payable semi-annually in arrear on May 23 and November 23 of each year, beginning on November 23, 2025, to (and including) maturity Interest on the Floating Rate Notes will be payable quarterly in arrear on February 23, May 23, August 23 and November 23 of each year, beginning on August 23, 2025, to (and including) maturity Reset Date May 23, 2030 February 23, May 23, August 23, and November 23 of each year, beginning on August 23, 2025 (each, a “Floating Rate Notes Interest Reset Date”) Reset Determination Date The second Business Day (as defined below) immediately preceding the Fixed Reset Rate Notes Reset Date The date that is two USGS Business Days (as defined in the Preliminary Prospectus Supplement) before each applicable Floating Rate Notes Interest Reset Date Day Count Convention 30/360 (Following, unadjusted) Actual/360 (Modified Following, adjusted) Business Days New York and London US Treasury Benchmark 3.875% due April 30, 2030 N/A US Treasury Benchmark Yield 4.065% N/A Fixed Rate Spread to Benchmark Treasury T+ 105bps N/A Re-offer Yield 5.115% N/A SOFR Convention N/A SOFR as published at 3 pm New York Time Observation method: Observation Period Shift Interest Determination Date: The date that is two USGS Business Days (as defined in the Preliminary Prospectus Supplement) before each applicable Floating Rate Notes Interest Reset Date Shift Period: Five USGS Business Days (as defined in the Preliminary Prospectus Supplement) Calculation method: Compounded daily The determination and calculation of the Benchmark (initially Compounded Daily SOFR) is subject to the provisions set forth under “Description of the Senior Notes—Interest—Floating Rate Notes—Calculation of the Benchmark” in the Preliminary Prospectus Supplement. Issue Price 100.000% of the principal amount 100.000% of the principal amount Gross Proceeds $1,250,000,000 $300,000,000 All-in Price 99.750% of the principal amount 99.800% of the principal amount Fees 0.250% 0.200% Net Proceeds (before expenses) $1,246,875,000 $299,400,000 Redemption Price 100.000% of the principal amount of the Fixed Reset Rate Notes 100.000% of the principal amount of the Floating Rate Notes Optional Redemption Date May 23, 2030 May 23, 2028 Redemption NWG may redeem the Senior Notes of any series at its sole discretion, in whole but not in part, on May 23, 2030 in respect of the Fixed Reset Rate Notes and on May 23, 2028 in respect of the Floating Rate Notes, in each case, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. In addition, NWG may redeem the Senior Notes of any series, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in the Preliminary Prospectus Supplement and the accompanying prospectus. Any redemption or repurchase of the Senior Notes of any series is subject to the provisions described under “Description of the Senior Notes—Tax Redemption”, “Description of the Senior Notes—Loss Absorption Disqualification Event Redemption” and “Description of the Senior Notes—Conditions to Redemption and Repurchase” in the Preliminary Prospectus Supplement. The Senior Notes will not be redeemable at the option of the holders at any time. Redemption and Repurchase Conditions Notwithstanding any other provision, NWG may only redeem a series of the Senior Notes prior to the relevant maturity date or repurchase such series of Senior Notes (and give notice thereof to the holders of such series of Senior Notes in the case of redemption) if NWG has obtained the prior consent of the PRA (as defined in the Preliminary Prospectus Supplement), to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations (as defined in the Preliminary Prospectus Supplement) or applicable laws or regulations in effect in the United Kingdom, if at all, as described in the Preliminary Prospectus Supplement under “Description of the Senior Notes.”
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Fixed Reset Rate Notes. Determination of the U.S. Treasury Rate” in the Preliminary Prospectus Supplement. From (and including) the Issue Date to (but excluding) maturity, the interest rate on the Floating Rate Notes will be equal to the Benchmark (initially, Compounded Daily SOFR (both terms as defined in the Preliminary Prospectus Supplement)) plus 1.1001.300% per annum, accruing from (and including) the Issue Date to (but excluding) maturity. The interest rate applicable to the Floating Rate Notes will be reset quarterly on each Floating Rate Notes Interest Reset Date (as defined below). Interest Payment Dates Interest on the Fixed Reset Rate Notes will be payable semi-annually in arrear on May 23 February 15 and November 23 August 15 of each year, beginning on November 23February 15, 2025, to (and including) maturity Interest on the Floating Rate Notes will be payable quarterly in arrear on February 2315, May 2315, August 23 15 and November 23 15 of each year, beginning on August 23November 15, 20252024, to (and including) maturity Reset Date May 23August 15, 2030 2029 February 2315, May 2315, August 2315, and November 23 15 of each year, beginning on August 23November 15, 2025 2024 (each, a “Floating Rate Notes Interest Reset Date”) Reset Determination Date The second Business Day (as defined below) immediately preceding the Fixed Reset Rate Notes Reset Date The date that is two USGS Business Days (as defined in the Preliminary Prospectus Supplement) before each applicable Floating Rate Notes Interest Reset Date Day Count Convention 30/360 (Following, unadjusted) Actual/360 (Modified Following, adjusted) Business Days New York and London US Treasury Benchmark 3.8754.000% due April 30July 31, 2030 2029 N/A US Treasury Benchmark Yield 4.0653.744% N/A Fixed Rate Spread to Benchmark Treasury T+ 105bps 122bps N/A Re-offer Yield 5.1154.964% N/A SOFR Convention N/A SOFR as published at 3 pm New York Time Observation method: Observation Period Shift Interest Determination Date: The date that is two USGS Business Days (as defined in the Preliminary Prospectus Supplement) before each applicable Floating Rate Notes Interest Reset Date Shift Period: Five USGS Business Days (as defined in the Preliminary Prospectus Supplement) Calculation method: Compounded daily The determination and calculation of the Benchmark (initially Compounded Daily SOFR) is subject to the provisions set forth under “Description of the Senior Notes—Interest—Floating Rate Notes—Calculation of the Benchmark” in the Preliminary Prospectus Supplement. Issue Price 100.000% of the principal amount 100.000% of the principal amount Gross Proceeds $1,250,000,000 $300,000,000 500,000,000 All-in Price 99.750% of the principal amount 99.800% of the principal amount Fees 0.250% 0.200% Net Proceeds (before expenses) $1,246,875,000 $299,400,000 499,000,000 Redemption Price 100.000% of the principal amount of the Fixed Reset Rate Notes 100.000% of the principal amount of the Floating Rate Notes Optional Redemption Date May 23August 15, 2030 May 232029 November 15, 2028 2027 Redemption NWG may redeem the Senior Notes of any series at its sole discretion, in whole but not in part, (i) on May 23August 15, 2030 2029 in respect of the Fixed Reset Rate Notes and (ii) on May 23November 15, 2028 2027 in respect of the Floating Rate Notes, in each case, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. In addition, NWG may redeem the Senior Notes of any series, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in the Preliminary Prospectus Supplement and the accompanying prospectus. Any redemption or repurchase of the Senior Notes of any series is subject to the provisions described under “Description of the Senior Notes—Tax Redemption”, “Description of the Senior Notes—Loss Absorption Disqualification Event Redemption” and “Description of the Senior Notes—Conditions to Redemption and Repurchase” in the Preliminary Prospectus Supplement. The Senior Notes will not be redeemable at the option of the holders at any time. Redemption and Repurchase Conditions Notwithstanding any other provision, NWG may only redeem a series of the Senior Notes prior to the relevant maturity date or repurchase such series of Senior Notes (and give notice thereof to the holders of such series of Senior Notes in the case of redemption) if NWG has obtained the prior consent of the PRA (as defined in the Preliminary Prospectus Supplement), to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations (as defined in the Preliminary Prospectus Supplement) or applicable laws or regulations in effect in the United Kingdom, if at all, as described in the Preliminary Prospectus Supplement under “Description of the Senior Notes.”
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Fixed Reset Rate Notes. Determination of the U.S. Treasury Rate” in the Preliminary Prospectus Supplement. From (and including) the Issue Date to (but excluding) maturity, the interest rate on the Floating Rate Notes will be equal to the Benchmark (initially, Compounded Daily SOFR (both terms as defined in the Preliminary Prospectus Supplement)) plus 1.100% per annum, accruing from (and including) the Issue Date to (but excluding) maturity. The interest rate applicable to the Floating Rate Notes will be reset quarterly on each Floating Rate Notes Interest Reset Date (as defined below)preliminary prospectus supplement. Interest Payment Dates Interest on the 2028 Fixed Reset Rate Notes will be payable semi-semi- annually in arrear on May 23 March 1 and November 23 September 1 of each year, beginning Interest on November 23the 2035 Fixed Reset Rate Notes will be payable semi- annually in arrear on March 1 and September 1 of each year, 2025, to (and including) maturity Interest on the Floating Rate Notes will be payable quarterly in arrear on February 23March 1, May 23June 1, August 23 September 1 and November 23 December 1 of each year, beginning on August 23June beginning on September 1, 20252024 beginning on September 1, 2024 1, 2024, to (and including) maturity maturity. Reset Date May 23March 1, 2030 February 232027 March 1, May 232034 March 1, August 23June 1, September 1, and November 23 December 1 of each year, beginning on August 23June 1, 2025 2024 (each, a “Floating Rate Notes Interest Reset Date”) ). Reset Determination Date The second Business Day (as defined below) business day immediately preceding the 2028 Fixed Reset Rate Notes Reset Date The second business day immediately preceding the 2035 Fixed Reset Rate Notes Reset Date The date that is two USGS Business Days (as defined in the Preliminary Prospectus Supplementpreliminary prospectus supplement) before each applicable Floating Rate Notes Interest Reset Date Day Count Convention 30/360 (Following, unadjusted) Actual/360 (Modified Following, adjusted) Business Days New York and London US Treasury Benchmark 3.8754.125% due April 30February 15, 2030 2027 4.000% due February 15, 2034 N/A US Treasury Benchmark Yield 4.0654.483% 4.278% N/A Fixed Rate Spread to Benchmark Treasury T+ 105bps 110bps T+ 150bps N/A Re-offer Yield 5.1155.583% 5.778% N/A SOFR Convention N/A N/A SOFR as published at 3 pm New York Time Observation method: Observation Period Shift Interest Determination Date: The date that is two USGS Business Days (as defined in the Preliminary Prospectus Supplementpreliminary prospectus supplement) before each applicable Floating Rate Notes Interest Reset Date Shift Period: Five USGS USGC Business Days (as defined in the Preliminary Prospectus Supplementpreliminary prospectus supplement) Calculation method: Compounded daily The determination and calculation of the Benchmark (initially Compounded Daily SOFR) is subject to the provisions set forth under “Description of the Senior Notes—— Interest—Floating Rate Notes—Calculation of the Benchmark” in the Preliminary Prospectus Supplementpreliminary prospectus supplement. Issue Price 100.000% of the principal amount 100.000% of the principal amount 100.000% of the principal amount Gross Proceeds $1,250,000,000 1,000,000,000 $1,500,000,000 $300,000,000 All-in Price 99.750% of the principal amount 99.800% of the principal amount 99.650% 99.800% Fees 0.2500.20% 0.2000.35% 0.20% Net Proceeds (before expenses) $1,246,875,000 998,000,000 $1,494,750,000 $299,400,000 Redemption Price 100.000% of the principal amount of the 2028 Fixed Reset Rate Notes 100.000% of the principal amount of the 2035 Fixed Reset Rate Notes 100.000% of the principal amount of the Floating Rate Notes Optional Redemption Date May 23March 1, 2030 May 232027 March 1, 2028 2034 March 1, 2027 Redemption NWG may redeem the Senior Notes of any series at its sole discretion, in whole but not in part, (i) on May 23March 1, 2030 2027 in respect of the 2028 Fixed Reset Rate Notes Notes, (ii) on March 1, 2034 in respect of the 2035 Fixed Reset Rate Notes, and (iii) on May 23March 1, 2028 2027 in respect of the Floating Rate Notes, in each case, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. In addition, NWG may redeem the Senior Notes of any series, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in the Preliminary Prospectus Supplement preliminary prospectus supplement and the accompanying prospectus. Any redemption or repurchase of the Senior Notes of any series is subject to the provisions described under “Description of the Senior Notes—Tax Redemption”, “Description of the Senior Notes—Loss Absorption Disqualification Event Redemption” and “Description of the Senior Notes—— Conditions to Redemption and Repurchase” in the Preliminary Prospectus Supplementpreliminary prospectus supplement. The Senior Notes will not be redeemable at the option of the holders at any time. Redemption and Repurchase Conditions Notwithstanding any other provision, NWG may only redeem a series of the Senior Notes prior to the relevant maturity date or repurchase such series of Senior Notes (and give notice thereof to the holders of such series of Senior Notes in the case of redemption) if NWG has obtained the prior consent of the PRA (as defined in the Preliminary Prospectus Supplementpreliminary prospectus supplement), to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations (as defined in the Preliminary Prospectus Supplementpreliminary prospectus supplement) or applicable laws or regulations in effect in the United Kingdom, if at all, as described in the Preliminary Prospectus Supplement preliminary prospectus supplement under “Description of the Senior Notes”.”
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