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NatWest
Markets Plc
2025 Annual Report
and Accounts
Contents
NWM Group
Annual Report and Accounts 2025
1
Page
Strategic report
Performance highlights
2
Our business model: how we create value
3
Strategic progress
5
Operating environment
6
Risk overview
8
Section 172(1) statement
12
Financial review
14
Risk and capital management
18
Report of the directors
61
Statement of directors’ responsibilities
65
Financial statements
66
Risk factors
151
Forward-looking statements
169
Approval of Strategic report
The Strategic report for the year ended 31 December 2025 set out on pages 2 to 13 was approved by the Board of Directors on 12
February 2026.
By order of the Board
Company Secretary
Sarah Beddows
12 February 2026
Interim Chair
Tamsin Rowe
Executive Directors
Jonathan Peberdy, CEO
Simon Lowe, CFO
Non-Executive Directors
Rupert Hume-Kendall
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.
The term ‘NatWest Markets’ refers to the primary business activities for NWM Group. These activities form part of the NatWest Group
Commercial & Institutional segment.
Performance highlights
NWM Group
Annual Report and Accounts 2025
2
In 2025, NWM Group delivered a resilient operating performance during a year that presented challenges, including geopolitical tensions
and unpredictable trade policies. Throughout the year, we maintained a high level of engagement with our customers and remained
dedicated to supporting their progress. We capitalised on our strengths through a connected Commercial & Institutional segment to
focus on what matters most, providing support to our customers, colleagues and key stakeholders.
We maintained our robust capital and liquidity position during 2025 and reported an operating profit before tax for the year of £160
million, compared with a profit of £37 million for 2024. We delivered higher year-on-year income, reflecting a strong performance in our
Currencies and Capital Markets business lines, in addition to increases from the profit share arrangement with fellow NatWest Group
subsidiaries
(1)
, one-off gains recognised in 2025 and lower foreign exchange (FX) reserves recycling losses. Fixed Income revenues were
lower in 2025, largely due to challenging market conditions and reduced client activity. An increase in other operating expenses was
largely driven by higher technology investment costs and staff costs, lower value-added tax (VAT) recoveries and credits recognised in
2024 in relation to property charges.
Refer to the Strategic progress section on page 5 and the Financial review section on page 14 for further details on the NWM Group
performance for the period.
(1)
For more details on the profit share arrangement with fellow NatWest Group subsidiaries, refer to Note 2 Non-interest income and Note 31 Related parties.
Financial highlights
2025
2024
Performance (£m)
Total income
1,471
1,237
Other operating expenses
(1)
1,245
1,106
Income excluding own credit adjustments
1,470
1,246
Operating profit before tax
160
37
Capital and leverage
(2)
Common Equity Tier 1 (CET1) ratio
18.4%
18.2%
Minimum requirement for own funds and eligible liabilities (MREL) ratio
45.6%
48.2%
Leverage ratio
5.0%
5.5%
Average liquidity coverage ratio (LCR)
(3)
198%
192%
RWAs
£21.5bn
£20.8bn
(1)
Excludes litigation and conduct costs.
(2)
These metrics are shown for NWM Plc. Capital, leverage and risk-weighted assets (RWAs) are based on current Prudential Regulation Authority (PRA) rules. Regulatory capital is
monitored and reported at NWM Plc level.
(3)
Reported on an average basis in line with supervisory guidelines. The LCR is calculated as the average of the preceding 12 months.
Non-financial highlights
2025
2024
Climate
Climate and sustainable funding and financing
(1)
£9.2bn
£17.7bn
Climate and transition finance (CTF)
(2)
£8.6bn
na
Facilitated emissions (MtCO
2
e)
(3)
0.45
1.07
People
Performance Culture index score
(4)
71%
68%
Purposeful Leadership score
(4)
77%
74%
(1)
NatWest Group exceeded the climate and sustainable funding and financing target to provide £100 billion between 1 July 2021 and the end of 2025 during H1 2025. The number
disclosed above relates to NWM Group's contribution to the target for the 6-month period up to 30 June 2025. The NatWest Group Climate and Sustainable Funding and Financing
Inclusion (CSFFI) criteria, which underpinned the previous £100 billion target, has been retired. The CSFFI framework is available on natwestgroup.com.
(2)
In July 2025, NatWest Group announced a new target to provide £200 billion in climate and transition finance between 1 July 2025 and the end of 2030. The CTF framework has been
developed to expand the support provided to customers to achieve their climate and/or transition ambitions and is used to determine the assets, activities, acquisition targets and
companies that are eligible to be included towards the new £200 billion CTF target. The CTF framework is available on natwestgroup.com.
(3)
In 2025, we continued to refine our methodology for estimating facilitated emissions and updated the scope for syndicated lending to exclude passive best-efforts roles, ensuring only
active facilitation is reflected. As a result, the 2024 facilitated emissions have been updated from 1.28 MtCO
e to 1.07 MtCO
e. Refer to pages 50 to 54 for the facilitated emissions
disclosure including the PCAF methodology.
(4)
NWM Group achieved the purposeful leadership score of 77% against a target of 73% and a Performance Culture index score of 71% against a target of 68%, as measured through the
September 2025 Our View colleague survey, which is conducted on a half-yearly basis. The Performance Culture index and Purposeful Leadership scores consist of 10 Performance
Culture and 12 Purposeful Leadership questions, as defined and measured in Our View. All scores shown are for NWM Group. To enable like-for-like year-on-year comparisons, all scores
shown are based on the Willis Towers Watson (WTW) calculation methodology. Over 1,200 or 83% of NWM Group colleagues across all countries and levels participated in our September
2025 Our View colleague survey.
Capital guidance
(1,2)
Metric
(3)
Estimate
CET1 ratio
~14%
MREL ratio
(4)
>30%
Leverage ratio
>4%
(1)
This supersedes all prior guidance.
(2)
The 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 in this document. These statements constitute forward-looking statements. Refer to Forward-looking statements in this document.
(3)
All metrics presented relate to NWM Plc.
(4)
Includes total regulatory capital, non-eligible capital and downstreamed internal MREL.
Our business model: how we create value
NWM Group
Annual Report and Accounts 2025
3
NWM Group provides access to financial markets for NatWest Group customers, through an integrated corporate and institutional
customer proposition, with full-service financing and risk management expertise.
Our key
strengths and
resources
Our strengths
Strong specialist capabilities that our customers value.
Digital first-led Currencies and Fixed Income businesses that are connected across NatWest Group to
support customers.
Innovative Capital Markets platform with industry-leading structuring and distribution expertise.
Recognised for strong capabilities and expertise in delivering specialist advice, sustainable finance
solutions, and thought leadership.
Our resources
Well positioned with national coverage as part of one of the UK’s largest banks, we also offer reach and
accessibility through our trading and sales hubs located in Asia, Europe and the US.
Our ability to source funding and distribute risk globally means we can support large and complex
customer needs.
A highly engaged, diverse and customer-focused workforce with significant expertise in financial
markets.
Strong capital and liquidity positions.
What we do
Our customers
As part of NatWest Group, we support corporate and institutional customers. We work in close
collaboration with teams across the bank to provide capital markets and risk management solutions to
our customers.
Our operations
NWM Group is headquartered in the UK and offers financial markets access across NWM Plc and its
subsidiaries, including NatWest Markets Securities Inc. and NatWest Markets N.V. (NWM N.V.).
Our products and solutions
We provide liquidity and risk management in our Currencies and Fixed Income businesses through a
combination of voice and electronic distribution channels. Through our Capital Markets business, we
provide an integrated proposition across financing and risk solutions and specialist advisory services,
which incorporates relevant sustainable finance advice.
Our strategists and content experts across Currencies, Fixed Income and Capital Markets offer industry
and economic insights in the key economies where our customers do business.
We have a sharp focus on digitalisation and automation, and we offer a range of digital FX, fixed
income, risk management and international payments options. These use our applications or application
programming interfaces (APIs), including Agile Markets, FXmicropay and Rate Manager.
Fixed Income
We have long-standing expertise in the fixed income markets and offer cash bond, repo and interest
rate derivatives, with a focus on sterling, euros and US dollars, that supports our customers’ financing
and hedging needs. In addition, we provide liquidity and credit for investment-grade and high-yield
bonds and loans for both financial institutions and corporate issuers.
Currencies
We are an award-winning FX service provider offering FX spot, forwards, cross-currency swaps and
options, as well as an FX prime service and FX digital solutions.
Capital Markets
We help customers to access global debt capital markets across a wide variety of products and target
markets, including bonds, loans, commercial paper, medium-term notes (MTNs) and private placements. We
also provide bespoke financing solutions to customers, including structuring, distribution, on-balance-sheet
financing and risk management products.
Creating value
for our
stakeholders
NatWest Group
We provide access to financial markets for NatWest Group customers with integrated full-service solutions.
The combined capabilities of our Commercial & Institutional business segment position NatWest Markets well
to capture greater activity and opportunities. This also helps us meet more of our customer needs.
NatWest Markets investors
We maintain a robust capital base and liquidity positions. This gives existing and future investors
confidence in the resilience of NWM Group.
Our business model: how we create value continued
NWM Group
Annual Report and Accounts 2025
4
Creating value
for our
stakeholders
(continued)
Also refer to Board
engagement with key
stakeholders on pages 12
to 13.
Customers
In 2025, we focused on deepening customer relationships by delivering excellent customer service and
execution. Our support with financing and risk solutions was recognised by a number of industry
awards
(1)
including:
‘UK’s Best FX Bank for Corporates’ at the Euromoney Foreign Exchange Awards 2025.
'Best FX Prime Broker’ for the third consecutive year at the e-FX Awards 2025.
‘Sterling Bond House of the Year’ at the International Financing Review (IFR) Awards 2025.
‘Most Impressive Corporate Medium Term Notes (MTN) Dealer for Financial Institutions’ and ‘Most
impressive Sovereign, Supranational, and Agency (SSA) House in Sterling’ at the Global Capital
Bond Awards 2025.
‘Lead manager of the year, green bonds – sovereigns’ and ‘Lead manager of the year, social bonds
– financial institutions’ at the Environmental Finance’s Bond Awards 2025.
‘Best ESG Bookrunner/Dealer’, ‘Best GBP Bookrunner/Dealer’ and ‘Best GBP MTN Private
Placement Dealer’ at the CMD Portal January 2026 Awards.
Colleagues
We strengthened our colleague proposition by creating opportunities for career movement across
business areas, fostering innovation and collaboration across NatWest Group. In 2025, we continued
to embed our talent identification process to help leaders identify colleagues ready to progress
further and faster. This will enable them to shape career growth aligned to their goals and ambitions.
A new recognition approach, Recognise, was launched in October 2025, which enables colleagues to
be acknowledged ‘in the moment’ for their contributions. This means that recognition can be given
quickly and easily, helping to reinforce positive behaviours and celebrate success as it happens. Our
performance management philosophy Beyond, continues to transform performance, with
personalised goals, regular check-ins and people progress sessions fundamental to managing year-
round performance. Our policies remain aligned, wherever possible, with NatWest Group standards.
Further details are available in the ‘Sustainability review: skilled, engaged and inclusive workforce’
section of the NatWest Group 2025 Annual Report and Accounts (NatWest Group ARA).
We also continued to focus on creating an inclusive workplace. NWM Group aligns with NatWest
Group’s diversity targets
(2)
and strategy. It promotes NatWest Group-wide initiatives, such as the
Enterprise Inclusion Committee. In 2025, 88% of colleagues
(3)
reported that they believe NWM Group
recognises and respects the value of people’s differences and promotes an inclusive environment
(+7% vs the global financial services norm and equalling the high-performing norm).
Regulators and industry bodies
During 2025, we provided insights through our active participation in trade associations and
industry-wide forums on key topics such as European Market Infrastructure Regulation (EMIR) 3.0.
We actively participate in industry-wide forums, which contribute to the development of market
standards and legislation. In 2025, we focused on the changes to the Systematic Internaliser
regime, implementation of Markets in Financial Instruments Directive (MIFID) II review requirements,
U.S. Treasury Clearing requirements, Canadian Trade Reporting amendments, and other impactful
regulatory changes.
Community and environment
Throughout 2025, we continued to support our Commercial & Institutional customers and wider
stakeholders through sustainability-related events, webinars, podcasts and articles. These covered key
macro themes, including transition finance and diversity, bringing together industry leaders for round
tables and panel discussions. Our second annual NatWest UK Sustainable Finance event focused on
the financial imperative of decarbonising the UK real economy, with keynote speeches and interactive
panels.
During London Climate Action Week, NWM Group, as part of NatWest Group, hosted its third Women
Mobilising Sustainability event, focusing on transition finance and diverse capital for a sustainable
economy. This was followed by our inaugural Women in Sustainability Netherlands event, which
addressed resilience and leadership for long-term sustainability impact.
(1)
The award submission may be submitted at the NatWest Group parent level, incorporating content from NWM Plc.
(2)
Refer to page 63 of the NatWest Group ARA for details on the NatWest Group level diversity targets and Gender / Ethnicity Pay Gap.
(3)
Measured through the September 2025 Our View colleague survey, which is conducted on a half-yearly basis. Scores shown are based on the Willis Towers Watson (WTW) calculation methodology. Over
1,200 or 83% of NWM Group colleagues across all countries and levels participated in our September 2025 Our View colleague survey.
Strategic progress
NWM Group
Annual Report and Accounts 2025
5
Building enduring, trusted relationships with our customers is the cornerstone of our strategy. It connects our purpose; turning
possibilities into progress, with our ambition to succeed with customers, and is structured around three strategic priorities. Three core
behaviours guide this, helping us achieve it: we start with customers, we raise the bar and we own our impact.
We serve our chosen customers through a multi-specialist proposition aligned to our strengths
Strategic priorities
Progress in 2025
Our priorities
Disciplined growth
will strengthen
relationships and
ensure sustainable
earnings, attracting
new customers and
deepening existing
ones.
We deepened relationships in our areas of specialism across
fixed income, currencies and capital markets, providing
liquidity, products and solutions that support our customers’
financing and risk-management needs.
o
We led the UK Debt Management Office’s (DMO) record £14
billion 4.75% Treasury Gilt issue (due October 2035), the
largest-ever syndicated UK deal with a £141 billion orderbook.
o
Jointly led the Inter-American Development Bank’s inaugural
digital bond sterling issuance.
o
We onboarded approximately 700 additional mid-corporate
customers in 2025 and saw growth of 23% in new fund
managers now using our FX service for the first time.
In July 2025, NatWest Group published its new climate and
transition finance (CTF) framework, supporting both climate-
aligned and transition-enabling activities. In 2025 we:
o
Acted as bookrunner for EDF’s €1.25 billion hybrid green
bond aligned to EU taxonomy for nuclear power generation.
o
Acted as joint lead manager for the Republic of Italy’s €5
billion 20-year green Buoni del Tesoro Poliennali (BTPs) and
supported their Green Bond Framework update as one of the
Sustainability Co-ordinators.
Be more customer-centric and
develop a greater focus on our
specialisms, by tailoring our
services to meet the specific
needs of clients in areas such as
UK debt capital markets.
Enhance our competitive edge
where we compete against
global investment banks.
Create relevance with our
customers as a multi-specialist
provider recognised for deep
expertise (including structured
finance, funds and sustainable
finance) that customers value.
Bank-wide
simplification
(1)
will
utilise our technology
and capabilities to
deliver customer
growth more efficiently
and effectively.
We have invested in digital platforms to standardise and
automate processes, notably rolling out enhanced online
channels for client self-service and transaction execution.
o
We completed the second phase of our Agile Markets,
integration with Bankline, our main digital channel for mid-
market and corporate customers, allowing Agile services
to be embedded in it.
o
We adapted digital products for automated controlled
settlement, simplified operations and unlocked new FX
opportunities in additional sectors. This includes expanding
our currency offering within NatWest Markets to support
over 130 currencies.
o
We simplified our technology estate. All our FX execution
now runs through Agile Markets, supporting our efficiency,
simplification, and control objectives.
Simplify our products and
services to clients so we can
provide an improved customer
experience and benefits at lower
cost.
Continue to develop a simpler,
more technology-focused
operating model for greater
agility and scalability.
Modernise and simplify core
platforms.
Improve colleague productivity
by streamlining governance and
resources.
Active balance sheet
and risk
management
will
ensure we remain a
trusted partner and
deliver attractive risk-
adjusted returns.
We applied our structuring and distribution capabilities to
support NatWest Group’s balance sheet and risk
management objectives.
We played a key role in organising
and structuring Significant Risk Transfer (SRT) and
securitisation transactions, effectively managing regulatory
capital and improving capital efficiency.
We consistently used our capital actions toolkit through the
use of credit risk insurance and secondary trades to support
capital optimisation.
We managed risk through a combination of hedging
derivative and repo close out risks to mitigate potential losses
from defaults in these portfolios.
Be more agile in deploying
capital to where we can most
profitably use it. This means
allocating capital dynamically
and decisively to customers who
need our support.
Continue to build risk
management capabilities and
broaden distribution capabilities.
Improve returns through
disciplined continuous review.
(1)
For 2026, the ‘Bank-wide simplification’ strategic priority becomes ‘Leveraging simplification’. The priorities listed above for 2026 and beyond aligns to this updated strategic priority.
Operating environment
NWM Group
Annual Report and Accounts 2025
6
We continued to adapt to evolving market trends in 2025. The environment we operate in is constantly changing. Understanding the
influences on our business and our customers enables us to prepare for change, respond quickly and create value for the long term.
Competitive landscape
Overview
We work in close collaboration with teams across NatWest Group to
provide full-service risk management, trading and debt financing
solutions to both financial institutions and UK, European, and US
corporate customers. We operate in a highly competitive market
with large domestic banks, a number of investment banks and
universal banks that offer combined investment and commercial
banking capabilities.
Competition intensified in our main markets in 2025 as capital
markets conditions improved and peers sought new growth
opportunities. We saw competitors expand their financial markets
propositions, invest in better platforms and show greater strategic
intent by targeting higher transaction volumes, particularly with
institutional clients. This was through more bespoke and innovative
funding, complex risk management solutions and innovative
sustainably linked products. The adoption of AI and machine learning
accelerated, shifting from strategic planning to tactical
implementation, aimed at better managing risk and personalising
banking services.
In 2025, debt capital markets sentiment remained constructive as
inflation continued to trend lower and central banks maintained a
gradual easing cycle. This supportive backdrop sustained strong
refinancing activity, with issuers capitalising on improved funding
conditions. Fixed Income, Currencies and Commodities (FICC)
divisions delivered another solid performance, underpinned by
resilient client flows and persistent market volatility. Elevated trading
volumes across FICC reflected ongoing demand for hedging and
tactical positioning amid shifting rate expectations and geopolitical
uncertainty.
Our response
The strategy we have developed over the years continued to help
us remain well positioned to respond to evolving threats from other
players in the banking market during 2025. In addition, our
expertise in fixed income, FX, sustainable finance, and our debt
capital markets proposition continued to support customers’ core
risk-management needs and provide capabilities ranging from
advisory, execution and distribution, to secondary market liquidity.
Economy
Overview
In 2025, most major economies managed to grow, with the
International Monetary Fund forecasting developed-world GDP
growth of 1.6% and global GDP growth of 3.2%. Inflation rates
differed notably across major economies, but most central banks
ended the year with official policy rates lower than where they
started. In the US, the Federal Reserve reduced rates by 75 bps,
whilst the European Central Bank (ECB) and the Bank of England
(BoE) cut rates by 100 bps during 2025. The Bank of Japan took a
different course, raising rates by 0.25% at its December meeting.
Tariffs and trade restrictions prompted volatility in markets, but the
World Trade Organisation still anticipated global trade growth of
2.4%. Equity markets performed strongly with the S&P 500 up
16%, the Euro Stoxx 50 up 19% and the FTSE 100 up 22%. US
dollar weakness was the main theme in currency markets,
especially during the first half of 2025. The yield on 10-year US
Treasury bonds ended 2025 at close to 4.1%.
Our response
Consistent with our strategy of disciplined growth and active balance
sheet management, we remained focused on meeting the needs of
all our customers in 2025 as markets moved in response to changing
economic conditions and other geopolitical developments. Market
moves affect liquidity conditions, customer activity, market risks and
pricing behaviour. This is normal for our business and we manage
the business risks and capital usage accordingly.
Regulation
Overview
We operate in highly regulated markets, which continue to evolve
in scope. We are primarily regulated by the following bodies:
The Financial Conduct Authority (FCA) and the Prudential
Regulation Authority (PRA) in the UK.
The ECB, the Autoriteit Financiële Markten (the Dutch
Authority for the Financial Markets) and De Nederlandsche
Bank (DNB) in the Netherlands, the host state regulators of
the jurisdictions in which NWM N.V. has a branch office and
the Commission de Surveillance du Secteur Financier (CSSF)
in Luxembourg in respect of RBSI Depositary Services S.A.
The Federal Financial Supervisory Authority (‘BaFin’) in
Germany.
The Securities and Exchange Commission (SEC), Commodity
Futures Trading Commission (CFTC), Federal Reserve Bank of
New York (FRBNY), Board of Governors of the Federal
Reserve System (FRB), Connecticut Department of Banking
(CT DoB), Financial Industry Regulatory Authority (FINRA),
National Futures Association (NFA), Chicago Mercantile
Exchange (CME), and state regulatory agencies in the US.
The Canadian Securities Administrators in Canada.
The Monetary Authority of Singapore and the Japan Financial
Services Agency in Asia.
Our response
We have a global framework to identify, capture and implement new
and changing regulatory requirements across all jurisdictions that
NWM Group has a physical presence or explicit permissions. The
global framework incorporates processes in relation to horizon
scanning, rules interpretation, rules mapping and change delivery.
We also had direct engagement with regulatory bodies, as and when
required, to keep them informed of ongoing compliance with
regulations and market standards, as well as indirect contact
through trade associations to help shape future regulatory
requirements.
Cyber threats and digital security
Overview
Protecting our customers remains a top priority against the
backdrop of a threat landscape which is being shaped by
geopolitical tensions, ransomware attacks, and increasingly
sophisticated adversaries. Regulatory expectations are also rising,
with key frameworks setting new standards, and firms expected
to demonstrate robust cyber defences and operational resilience.
Our response
NatWest Group continued to invest in security and resilience to
protect its customers and operations in 2025:
The Security Operations Centre expanded its team of analysts
in 2025, increasing coverage of real-time monitoring, backed
by investment in automation. This enabled an increasingly
rapid response to threats.
Automated monitoring and new assurance processes were
introduced to ensure new products and services have the
required security controls in place.
Operating environment continued
NWM Group
Annual Report and Accounts 2025
7
Through NatWest Group’s AI Centre of Excellence, we
continued to develop the use of AI technologies to enhance
our defensive capabilities against the threat of bad actors
using AI and machine learning for deep fakes and advanced
phishing.
NatWest Group enhanced its approach to identity and access
management to safeguard sensitive information and mitigate
risks associated with unauthorised access.
NatWest Group mandated that all of its suppliers based in, or
operating out of the UK, hold independent assurance,
accredited to Cyber Essentials Plus at minimum.
Climate risks and opportunities
Overview
The market environment for climate continues to evolve rapidly,
shaped by regulatory expectations, legislative change and shifting
customer and societal priorities. These dynamics create both risks
and opportunities for NWM Group and its customers.
Our response
We continued to play a key role in delivering NatWest Group’s
climate-related ambitions and targets. This included supporting the
continued implementation of NatWest Group’s climate transition plan,
focusing both on supporting customers’ decarbonisation journey and
identifying associated climate and transition related financing
opportunities. In seeking to support the net zero ambitions of the
economies in which we operate, we also recognised the power of
partnerships and collaborations.
In 2025, we completed £9.2 billion of climate and sustainable funding
and financing. This contributed to a cumulative £57.3 billion towards
the NatWest Group target to provide £100 billion climate and
sustainable funding and financing between 1 July 2021 and the end
of 2025
(1)
. NatWest Group exceeded this target during Q1 2025.
In July 2025, NatWest Group set a new target to provide £200 billion
in climate and transition finance between 1 July 2025 and the end of
2030. In 2025, NWM Group provided £8.6 billion towards this new
target. The climate and sustainable funding and financing framework
which underpinned the previous NatWest Group £100 billion target
has been replaced with the climate and transition finance
framework, both available at natwestgroup.com.
During 2025, through our Dutch subsidiary NatWest Markets N.V.
and driven by European legal and regulation expectations, we
continued to develop our approach to climate to include nature.
For further details on the NWM Group response, refer to Climate
and nature risk on pages 50 to 54 and Climate and sustainability-
related risk factors on pages 165 to 168.
NatWest Group (including NWM Group) recognise that achieving
climate-related ambitions and targets is dependent on a range of
factors, including timely and appropriate government policy,
technology developments, and on suppliers, customers and society
supporting the transition.
Technology, AI, data and digital services
Overview
The technology landscape continues to evolve rapidly, driven by
rising customer expectations for seamless digital experiences and
the imperative to modernise legacy infrastructure. Emerging
technologies, such as generative artificial intelligence (GenAI) and
the adoption of modern architecture, are reshaping how products
are created, distributed, and consumed. Legacy systems and
technical debt, combined with the volume of regulatory change,
compound technical complexity. Simplification is a significant driver
to address this complexity, increase agility, unlock investment
capacity, and accelerate transformation.
Our response
We remained focused in 2025 on delivering digital products that met
evolving customer needs. We achieved this by collaborating closely
with teams across the Commercial & Institutional business segment
to strengthen connectivity with key customer channels. Our
collaboration with NatWest Digital X continued to drive engineering
excellence, ensuring we build scalable, secure, and sustainable
digital ecosystems. In addition, we have set ourselves standards for
responsible AI with our AI and Data Ethics Code of Conduct.
Simplification and modernisation of our technology estate, alongside
increased AI adoption, remained central to our strategy,
accelerating our transition to modern architecture. In 2025, we
rolled out leading productivity enhancing AI tools including GitLab
Duo and Microsoft Copilot to meet customer needs responsibly and
efficiently. This shift helped enable faster delivery, improve agility,
and enhance platform resilience. It also positions the organisation to
meet increasing customer demands in a rapidly evolving digital
landscape.
Human rights and modern slavery
Overview
NatWest Group (including NWM Group) plays an important role in
promoting respect for human rights.
Our response
In June 2025, NatWest Group published its first standalone Human
Rights Report, which brought together our Human Rights Position
Statement and Salient Human Rights Issues disclosure. It
explained both our approach to upholding and respecting human
rights, and our management of our identified salient human rights
issues. We used the UN Guiding Principles Reporting Framework
to assess our current approach and identify areas where we have
more to do.
NatWest Group’s internal Human Rights Action Group met bi-
monthly to drive progress on our bank wide approach and it
further embedded our human rights risk acceptance criteria
across its commercial banking relationships. NatWest Group
continues to monitor legislative changes, and in 2025, it mapped
its risk standards to the updated UK Home Office Transparency in
Supply Chain statutory guidance.
There were also notable trends and patterns in customer and
stakeholder concerns relating to the salient issue of conflict and
security. In response, NatWest Group’s Human Rights Action
Group coordinated risk-based due diligence, including additional
monitoring and engagement with our commercial customers,
suppliers and investment portfolios, drawing on our human rights
risk acceptance criteria.
NatWest Group’s ninth Modern Slavery and Human Trafficking
Statement was published in June 2025 and retained Tier 2 status
in the CCLA
(2)
2025 Modern Slavery Benchmark. In September,
NatWest Group won gold for Business Impact at the 2025 Unseen
Business Awards for its approach to tackling modern slavery. We
continued to educate our colleagues on the importance of human
rights and modern slavery within their roles, including a week-long
campaign of live webinars in recognition of Anti-Slavery Day.
For the seventh year, our NatWest Markets colleagues supported
the TRIBE Freedom Foundation in 2025 and raised over £35,000
to assist in anti-slavery projects, which will contribute towards
long-term support for survivors and prevention of modern slavery.
(1)
Climate and sustainable funding and financing as defined in the NatWest Group Climate and
Sustainable Funding and Financing Inclusion (CSFFI) criteria and CTF as defined by the NatWest
Group CTF framework represents only a proportion of our overall funding and financing.
(2)
Read more on the CCLA Modern Slavery Benchmark and its outcomes at www.ccla.co.uk.
Risk overview
NWM Group
Annual Report and Accounts 2025
8
Our approach to risk management
NWM Group operates within NatWest Group’s enterprise-wide risk management framework (EWRMF), which applies to all subsidiary
legal entities to help deliver NWM Group’s strategy in a safe and sustainable way.
Enterprise-wide risk management framework
01
The EWRMF sets out our approach to managing risk across NWM Group and provides a common risk language and framework
to facilitate effective risk management.
02
The building blocks of the EWRMF are: risk appetite, risk governance, three lines of defence and risk culture.
Risk appetite
Risk appetite is defined as
the type and aggregate
level of risk NWM Group is
willing to accept in pursuit
of its strategic objectives
and business plans.
Risk governance
NWM Group's governance
structure facilitates sound risk
management decision-making,
in line with standards of good
corporate governance.
Three lines of defence
NWM Group adopts a three
lines of defence model of risk
governance. Everyone has a
responsibility for intelligent
risk-taking
.
Risk culture
The EWRMF is centred on
the embedding of a strong
risk culture that encompasses
both prudential and conduct
risk outcomes and prescribed
behaviours.
03
The EWRMF sets out a common risk language and standard definitions to ensure consistency in the application of risk
management terminology
.
Common risk language, architecture and approach
Risk directory and principal
risks
The risk directory
provides a common
language to ensure that
consistent terminology is
used across NWM Group
to describe the principal
risks.
Principal risk policies
Risk policies are in place for
each principal risk and define,
at a high level, the cascade of
qualitative expectations,
guidance and standards that
stipulate the nature and
extent of permissible risk-
taking.
Risk standards
Risk standards provide a more
granular expression of the risk
policies and provide the detail
for the first line of defence to
develop operational
policies/procedures.
Risk toolkits
Risk toolkits define the
approaches, tools and
techniques for managing risk
(split by all principal risks,
financial and non-financial
risks).
04
The risk toolkit cycle outlines the NWM Group-
wide approach to identify, assess, mitigate,
monitor and report risks.
05
Principal risks are used as the basis for setting risk
appetite and risk identification.
For further details on risk culture, risk governance (including the three lines of defence model) and risk appetite, refer to pages 18 to 23
of the Risk management framework.
Principal risks
Report
Identify and assess
Financial risks
Non-financial risks
Traded market risk
Operational risk
Non-traded market risk
Compliance risk
Reporting of the risk profile,
emerging themes, current
issues and other key
information.
Effective risk identification and
assessment to understand the
risk profile.
Capital risk
Conduct risk
Liquidity and funding risk
Financial crime risk
Monitor
Mitigate
Credit risk
Model risk
Climate and nature risk
Reputational risk
Pension risk
Monitoring of the risk profile
through principal risk
indicators or other key
metrics.
Determination of the
appropriate action for
how risks are managed or
mitigated.
Risk overview continued
NWM Group
Annual Report and Accounts 2025
9
Principal risks
To ensure common language and a consistent approach across NWM Group, the risk directory defines and documents all principal risks
that NWM Group may face, categorised into financial and non-financial. The risk directory is an important component of the EWRMF,
underpinning the linkage between strategy, risk appetite, risk reporting and governance. Principal risks are the Board-approved EWRMF
categories that describe the highest-level financial and non-financial risks in the risk directory and are outlined in the table below. Refer
to the Risk and capital management section for further details on each principal risk, including mitigation and key developments.
Principal risks - financial
Principal risks – non-financial
Traded market risk -
t
he risk of losses in trading book positions
from fluctuations in market variables, such as interest rates, credit
spreads, foreign exchange rates, equity prices, implied volatilities
and asset correlations.
Non-traded market risk -
t
he risk to the value of assets or
liabilities outside the trading book, or the risk to income, that arises
from changes in market prices such as interest rates, foreign
exchange rates and equity prices, or from changes in managed
rates.
Capital risk -
t
he risk that there is the inability to conduct business
in base or stress conditions on a risk or leverage basis due to
insufficient qualifying capital, as well as the failure to assess,
monitor, plan and manage capital adequacy requirements.
Liquidity and funding risk -
l
iquidity risk is the risk of being unable
to meet actual or potential financial obligations in a timely manner
when they fall due in the short term. Funding risk is the risk that
current or prospective financial obligations cannot be met as they
fall due in the medium to long term, either at all or without
increasing funding costs unacceptably.
Credit risk -
t
he risk that customers, counterparties or issuers fail
to meet a contractual obligation to settle outstanding amounts.
Climate and nature risk -
t
he threat of financial loss or adverse
non-financial impacts associated with climate change and nature
loss respectively and the political, economic and environmental
responses to it.
Pension risk -
t
he inability to meet contractual obligations and
other liabilities to the established employee or related company
pension scheme.
Operational risk -
t
he risk of loss resulting from inadequate
or failed internal processes, people and systems, or external
events. It arises from day-to-day operations and is relevant
to every aspect of the business
.
Compliance risk -
t
he risk that NWM Group fails to observe
the letter and spirit of all relevant laws, codes, rules,
regulations and standards of good market practice.
Conduct risk -
t
he risk of inappropriate behaviour towards
customers, or in the markets in which NWM Group operates,
which leads to poor or inappropriate customer outcomes.
Financial crime risk
-
t
he risk that NWM Group's products,
services, employees and/or third parties are intentionally or
unintentionally used to facilitate financial crime in the form of
money laundering, terrorist financing, bribery and corruption,
sanctions and tax evasion, as well as external or internal
fraud
.
Model risk -
t
he potential for adverse consequences from
model errors or the inappropriate use of modelled outputs to
inform business decisions.
Reputational risk -
t
he risk of damage to stakeholder trust
due to negative consequences arising from internal actions
or external events.
Risk profile
NWM Group maintained a stable risk profile in 2025 despite geopolitical tensions creating an uncertain risk environment. The overall
financial risk profile remained within risk appetite supported by stable economic conditions.
Risk overview continued
NWM Group
Annual Report and Accounts 2025
10
Top and emerging risks
Top and emerging risks are future scenarios that could have a significantly negative impact on our ability to operate or deliver our
strategy and are managed through the EWRMF toolkit. They usually combine elements of several principal risks and require a
coordinated management response. Top risks could occur or require management action within two years, while emerging risks are
evolving and/or could occur over a longer time horizon but have the potential to become a top risk. In 2025, the Executive Risk
Committee, the Board Risk Committee and the Board received regular reporting on top and emerging risks. The top and emerging risks
scenarios that follow are shown in alphabetical order.
Top risk
scenarios in
focus in 2025
Description
Risk management actions
Artificial
intelligence
Innovations in artificial intelligence (AI), including generative
AI, may rapidly transform and disrupt customer
interactions, the industry and the economy. NWM Group’s
ability to continue to deploy AI solutions and integrate AI in
systems and controls will become increasingly important to
retaining and growing business. There can be no certainty
that NatWest Group’s innovation strategy will be
successful, and competitors may be more successful in
implementing AI technologies, in turn, affecting industry
competitive dynamics. Developments in AI may also result
in increased model risk and rising levels of fraud.
NWM Group closely monitors developments in
disruptive technologies, including AI. Strategy is
developed as appropriate to leverage AI across NWM
Group with a focus on helping improve customer
journeys, personalisation, colleague effectiveness and
improved risk and capital management. Using AI
safely and ethically is a key area of focus, alongside
compliance with evolving AI regulation. This includes
developing a robust set of controls for the use of AI
models and tools across NWM Group. AI risk
management is being developed proactively to reflect
technological and systems advances.
Climate ambitions
NatWest Group’s
(1)
climate strategy – including ambitions,
targets, and transition planning – carries significant
financial and non-financial risks. Achieving these goals
depends on timely and appropriate government policy,
technology developments, and on suppliers, customers
and society supporting the transition.
Following the review of NatWest Group’s climate
ambitions and targets in 2025 in the context of the UK
Climate Change Committee issued advice and
NatWest Group’s progress to date, NatWest Group
retains its ambition to at least halve the climate
impact of its financing activity by 2030, against a
2019 baseline, having achieved a 39% reduction
between 2019 and 2024, primarily through strategic
decisions, and methodology and data enhancements.
Cyberattack
There is a constantly evolving threat from cyberattacks
which are increasing in terms of frequency, sophistication,
impact and severity. This includes hostile attempts to gain
access to and exploit potential vulnerabilities of IT systems
including via malware. Any failure in NWM Group’s
cybersecurity policies, procedures or controls, may result
in significant financial losses, major business disruption,
inability to deliver customer services, loss of data and
associated reputational damage.
NWM Group continues to invest in additional capability
to defend against threats including developing and
evolving cybersecurity policies, procedures and
controls that are designed to minimise the possibility
of, and the potential effect of such attacks. The focus
is to manage the impact of the attacks and maintain
services for NWM Group’s customers. This includes
proving cyber resilience capabilities via stress testing
of NWM Group’s important business services. In
addition, NWM Group utilises threat intelligence to
inform its approach to identifying and responding to
potential cyber risks.
Digital currency
NWM Group operates in markets which would be exposed
to any developments in digital currency and/or assets,
including tokenised deposits, stablecoins and a UK central
bank digital currency. The introduction of new digital
currencies could result in deposit outflows, higher funding
costs, and/or other implications for UK banks including
NWM Group.
NatWest Group is focused on delivery of its digital
asset strategy which includes participation in
tokenised deposit pilots, and close engagement with
regulators on future regulatory regimes for digital
assets and monitoring of industry developments. This
approach ensures alignment with emerging market
practices and regulatory expectations.
NatWest Group maintains an Executive Steering
Group on digital assets which oversees developments
and engagement on digital currencies. It also
coordinates engagement with the UK Government
and regulators on digital currency developments and
financial market infrastructures such as proposals on
regulatory treatment of UK stablecoins.
Economic and
interest rate
volatility
Economic conditions could deteriorate, depending on
factors including weak economic activity, fiscal policies,
volatility in interest rates, liquidity pressures, sharp falls in
asset prices, escalating geopolitical tensions and concerns
regarding sovereign debt or sovereign credit ratings. Any
of these may have a materially adverse effect on NWM
Group’s future financial prospects.
A range of complementary approaches is used to
mitigate the risks, such as targeted scenario analysis,
stress tests, targeted customer reviews and reviews
of risk appetite. Stress tests in 2025 included
completion of regulatory stress tests as well as a
range of internal scenarios.
(1)
All references to NatWest Group in this table includes NWM Group.
Risk overview continued
NWM Group
Annual Report and Accounts 2025
11
Top and emerging risks continued
Evolving
regulation
NWM Group’s businesses are subject to substantial
regulation and oversight, both of which are constantly
evolving and may have an adverse impact on NWM
Group. Areas of ongoing regulatory focus include Basel 3.1
standards implementation, including the resulting effect on
RWAs and models, as well as the effective management of
financial crime.
NWM Group constantly monitors regulatory change. It
engages closely with regulators in the shaping of
regulation that materially impacts NWM Group,
responding when necessary, either bilaterally or in
partnership with one of the affiliated industry bodies.
NWM Group implements new responses to regulatory
requirements where applicable and uses frequent
engagement meetings with regulators to discuss key
priorities.
Increased
competition
Competitive pressures could intensify, impeding NWM
Group’s ability to grow or retain market share, impacting
revenues and profitability. Drivers of competition mainly
relate to developments in technology, evolving incumbents,
challengers, new entrants to the market, shifts in customer
behaviour and changes in regulation. For example,
increased competition from technology conglomerates,
who may have competitive advantages in scale,
technology and customer engagement (including brand
recognition).
NWM Group closely monitors the competitive
environment and adapts its strategy as appropriate.
This includes using scenario analysis and assessing
how mega-trends will impact industry competitive
dynamics. Strategic responses are focused on the
delivery of innovative and compelling propositions for
customers and effectively leveraging acquisitions and
partnerships.
Operational risk
scenarios
Operational risks are inherent in NWM Group’s businesses
and a broad range of scenarios are considered. NWM
Group could be adversely impacted by scenarios including
a failure to access current, complete, and accurate data,
or disruption to services if a third-party service provider
experienced any interruptions. These scenarios could
result in business and customer interruption and related
reputational damage, significant compensation costs,
regulatory sanctions and/or a breach of applicable
regulations.
NWM Group maintains a robust approach to
operational resilience through comprehensive, Group-
wide processes and regular scenario tests to ensure
effective management of interconnected operational
risks.
NWM Group devotes significant resources to third-
party risk management. Focus areas include
identifying critical-service suppliers, developing robust
exit and contingency plans in the event of supply
chain disruption, and ensuring appropriate monitoring
and oversight of third-party performance.
Effective and ethical use of data is critical to NWM
Group’s goals, with continued focus on delivering our
long-term data strategy alongside enhancing control
and policy frameworks governing data usage.
Emerging risk
scenarios in
focus in 2025
Description
Risk management actions
Geopolitical risk
NWM Group is exposed to risks arising from geopolitical
events or political developments. Geopolitical tensions
remain elevated and a range of potential scenarios and
impacts are considered. This includes the potential impact
of armed conflict, global trade and supply chain disruption,
volatility in commodity prices, protectionist policies or trade
barriers and state-sponsored cyberattacks.
NWM Group closely monitors the geopolitical risk
outlook and undertakes regular scenario analysis to
understand the potential impacts and takes mitigating
actions as required. This includes second and third-
order analysis of impacts, for example, through
customers’ supply chain disruption or disruption to
third-party providers.
Market-based
finance (MBF)
NatWest Group is exposed to vulnerabilities within shadow
banking or MBF, given the interlinkages between UK banks
and MBF. This includes the potential for stress events or
shocks to financial markets.
NatWest Group closely monitors exposure to MBF. An
internal framework for the identification,
management, control and mitigation of the risks
associated with exposure to MBF is maintained. This
includes effective reporting and governance in respect
of such exposure.
Physical climate
risk
Intensifying physical climate-related risks, including climate
events, materially increasing in frequency and/or severity,
results in direct impacts on property, infrastructure, supply
chains, geopolitics and economic activity. This could lead
to significant credit, operational (for example, business
continuity), market, liquidity, pension risks and/or non-
financial risks and, if those risks are not mitigated, losses.
NatWest Group leverages scenario analysis to explore
the potential impact of physical climate risks and
ensure appropriate mitigation. NatWest Group
includes a scenario exploring quantifiable impacts of
chronic physical climate effects, such as a drag on
labour and land productivity, and acute physical
shocks such as droughts, heatwaves, wildfires and
floods within its suite of stress testing scenarios. In
addition, a qualitative scenario is used to explore
cascading and complex risks, including potential earth
system tipping points, that are currently challenging
for quantitative scenarios and models to capture.
Section 172(1) statement
NWM Group
Annual Report and Accounts 2025
12
Board engagement with key stakeholders
Here we highlight who our key stakeholders are, what matters to them, and how the NWM Plc Board (the ‘Board’) engages with them
to create value.
What matters to them
Engagement
Customers
The Board knows the
importance of providing the
right service to our customers
at the right time. We also
support them in managing their
financial risks and achieving
their short-term and long-term
goals.
The Board received regular updates on customer issues via reports from the NWM Plc CEO and
Corporate and Institutional Banking (CIB) business heads.
The Board was updated on the nature and extent of financing activity provided to customers
throughout the reporting period, during which there continued to be significant changes in
macroeconomic conditions. The Board was also regularly updated on resource allocation
between different customer products and segments.
The NWM Plc CEO continued to meet with customers throughout 2025 to understand their
needs and how NWM Plc, as part of the Commercial & Institutional segment, can best support
them now and in the future.
Outcome:
This approach allowed for informed decision-making that supported strategic objectives.
Colleagues
The Board appreciates it is
important to our workforce
that we implement a wide
range of meaningful initiatives,
including diversity, equity and
inclusion, to promote a positive
workplace and deliver our
strategy.
The Board asked colleagues to share thoughts on what it’s like to work for NatWest Group,
including in NWM Plc, by completing colleague surveys.
The NatWest Group-level Colleague Advisory Panel provided a mechanism for directors to engage
directly with colleagues on topics of strategic interest.
Colleagues were regularly encouraged to report any concerns relating to wrongdoing or
misconduct using NatWest Group’s whistleblowing service, Speak Up.
Outcome:
By actively engaging with colleagues, the Board was able to prioritise fostering a more
inclusive and supportive environment, promoting a positive organisational culture.
Community and environment
The Board recognises the
growing importance of climate
change and its potential impact
on our society. It aims to have
a positive effect on our
communities.
The Board received regular updates on the progress made on sustainable finance and relevant
regulatory initiatives, along with dedicated sessions held in relation to climate and sustainability
more broadly, including such topics as the climate and transition financing framework.
Outcome:
The Board was able to stay well informed about progress against NatWest Group climate
ambitions and targets, remain abreast of nature-related developments and carbon markets, and
provide appropriate feedback to management.
Regulators
The Board promotes
constructive and open dialogue
with all relevant regulatory
bodies. In 2025, the focus was
on the impact of
macroeconomic conditions on
the market, the operation of
the Commercial & Institutional
business segment and Board
changes.
The NWM Plc Chair, executive directors and non-executive directors had regular meetings with
the PRA during 2025, as appropriate.
The Board received regular reports on regulatory matters and outcomes of engagement in the
UK, Europe, US and Asia.
The Board played an active role in monitoring the delivery of important regulatory priorities.
The Board maintained a strong focus on compliance with international regulatory standards.
Outcome:
The Board was able to stay well informed about regulatory expectations and developments
and maintained a proactive approach to compliance and governance.
Suppliers
The Board is mindful of the role
suppliers play in making sure a
reliable service is delivered to
customers. The Board supports
maintaining a diverse and
responsible supply chain and a
target of net-zero greenhouse
gas emissions by 2050.
The Board regularly received analytics, including updates on the support functions transferred to
NatWest Group and the operation of the Commercial & Institutional business segment. This meant
we were aware of and able to isolate any issues for remediation.
The Board received regular updates on the performance monitoring of critical internal service
management services, provided under the now-embedded functionalised operating model and
reviewed and approved risk standards for outsourcing.
Outcome:
The Board had a heightened awareness of operational performance and challenges that
enabled decision-making in line with strategic priorities, supporting the overall success of the
company.
Section 172(1) statement continued
NWM Group
Annual Report and Accounts 2025
13
In this statement we describe how our directors had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006
(section 172) when performing their duty to promote the success of the company.
Board engagement with stakeholders
The NWM Plc Board reviews and confirms its key stakeholder
groups for the purposes of section 172 annually. For 2025,
these remained: customers, colleagues, community and
environment, regulators, and suppliers. Examples of how the
NWM Plc Board engaged with key stakeholders, including the
impact of principal decisions, are available in this statement
and on page 12.
Supporting effective NWM Plc Board
discussions and decision-making
Our NWM Plc Board and committee paper template supports
consideration of stakeholders and includes a section for
authors to include their assessment of the relevant
stakeholder impacts for the directors to consider.
Our directors are mindful that it is not always possible to
achieve an outcome which meets the requirements, needs
and/or expectations of all stakeholders who are impacted, or
who may be affected. For particularly challenging or complex
decisions, directors are given more detailed information to
support decision-making.
Principal decisions
Principal decisions are those decisions taken by the NWM Plc
Board that are material, or of strategic importance to the
company, or significant to NWM Plc’s key stakeholders. Below
we set out an example of a principal decision taken by the
NWM Plc Board during 2025.
The factors considered were:
a)
likely long-term consequences
b)
employee interests
c)
relationships with customers, suppliers and others
d)
the impact on community and environment
e)
maintaining a reputation for high standards of business
conduct
f)
acting fairly between members of the company.
Case study: non-executive succession
What was the decision-making process?
On 17 January 2025, the Nominations Committee
recommended that Rupert Hume-Kendall and Thierry Roland
be appointed as independent non-executive directors. The
Board subsequently approved their appointments following the
completion of necessary due diligence.
The appointments followed a rigorous search process led by
the former Chair, Frank Dangeard and supported by an
external search firm. This included input from the NatWest
Group Chair, non-executive members of the Group
Nominations and Governance Committee and senior
executives. The process was overseen by the NatWest Group
Nominations and Governance Committee, and the
Nominations Committee and Board held a number of in-depth
discussions.
To support the Board in its decision-making, it received
detailed presentations during 2024. These presentations
described the process through which Mr Hume-Kendall and
Mr Roland were identified as the preferred candidates. The
Board’s existing skills and capabilities were considered by the
Nominations Committee in order to develop the role-
specification criteria. The committee discussed how the
candidate longlist and shortlist were compiled and reviewed, it
also discussed directors’ interview feedback on the skills,
experience and suitability of shortlisted candidates. The Board
subsequently reviewed Mr Hume-Kendall and Mr Roland’s
external appointments and time commitments, and confirmed
that it had no concerns about their ability to fulfil the roles.
The Board approved the appointments, noting that both Mr
Hume-Kendall and Mr Roland had deep experience in financial
services markets and complementary skills.
How did the directors fulfil their duties under
section 172? How were stakeholder interests
considered?
Regulators were updated at appropriate points during the
non-executive director search process. The Board carefully
considered both candidates’ fitness and propriety. The Board
noted that Mr Hume-Kendall’s and Mr Roland’s appointments
would provide the Board with greater resilience and
strengthen its collective skills, including through the addition of
valuable client management expertise.
Actions and outcomes
Mr Hume-Kendall and Mr Roland joined the Board as non-
executive directors on 9 and 14 April 2025 respectively.
Financial review
NWM Group
Annual Report and Accounts 2025
14
Presentation of information
NatWest Markets Plc (‘NWM Plc’) is a wholly owned subsidiary of
NatWest Group plc or ‘the ultimate holding company’. The term
‘NWM Group’ or ‘we’ refers to NWM Plc and its subsidiary and
associated undertakings.
The term ‘NatWest Group’ refers to NatWest Group plc and its
subsidiary and associated undertakings. The term ‘NWH Group’
refers to NatWest Holdings Limited (‘NWH’) and its subsidiary and
associated undertakings.
The term ‘NatWest Bank Plc’ or ‘NWB
Plc’ refers to National Westminster Bank Plc.
NWM Group publishes its financial statements in pounds sterling
(‘£’ or ‘sterling’). The abbreviations ‘£m’ and ‘£bn’ represent
millions and thousands of millions of pounds sterling, respectively,
and references to ‘pence’ represent pence where amounts are
denominated in pound sterling (‘GBP’). 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. The abbreviation ‘€’ represents
the ‘euro’, and the abbreviations ‘€m’ and ‘€bn’ represent
millions and thousands of millions of euros, respectively.
Non-IFRS 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. Refer to the section, ‘non-IFRS
financial measures’, on page 150 for further information and
calculations of non-IFRS financial measures included throughout
this document, and, where relevant, the most directly
comparable IFRS financial measures.
Performance overview
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.
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 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 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 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 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.
Financial review continued
NWM Group
Annual Report and Accounts 2025
15
NWM Group business review
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 statutory income statement presented on page 75.
2025
2024
Variance
Income statement
£m
£m
£m
%
Net interest income
488
432
56
13
Non-interest income
983
805
178
22
Total income
1,471
1,237
234
19
Litigation and conduct costs
(63)
(102)
39
(38)
Other operating expenses
(1,245)
(1,106)
(139)
13
Operating expenses
(1,308)
(1,208)
(100)
8
Operating profit before impairment losses/releases
163
29
134
462
Impairment (losses)/releases
(3)
8
(11)
(138)
Operating profit before tax
160
37
123
332
Tax credit
115
26
89
342
Profit for the year
275
63
212
337
Income
(1)
Fixed Income
135
190
(55)
(29)
Currencies
632
525
107
20
Capital Markets
749
666
83
12
Capital Management Unit and other
(2)
17
(49)
66
(135)
Income including shared revenue before OCA
1,533
1,332
201
15
Transfer pricing arrangements with fellow NatWest Group subsidiaries
(3)
(63)
(86)
23
(27)
Income excluding OCA
1,470
1,246
224
18
Own credit adjustments (OCA)
1
(9)
10
(111)
Total income
1,471
1,237
234
19
(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.
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.
Financial review continued
NWM Group
Annual Report and Accounts 2025
16
NWM Group business review continued
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 76.
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
(6)
2.3
2.4
2.5
3.5
Net derivative liabilities
(6)
(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.
(6)
Refer to page 44 for further details.
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.
Board of directors and secretary
NWM Group
Annual Report and Accounts 2025
17
Board and committees
Interim Chair
(1)
Tamsin Rowe
Interim Chair of the Board and the Nominations Committee, Non-
Executive director and Chair of the Performance and Remuneration
Committee
Executive directors
Jonathan Peberdy
Chief Executive Officer
Simon Lowe
Chief Financial Officer
Independent non-executive directors
Rupert Hume-Kendall
Thierry Roland
Anne Simpson
Chair of the Audit Committee
Sabrina Wilson
Chair of the Board Risk Committee
Board changes in 2025
Vivek Ahuja resigned as a Director and Chair of Board Risk
Committee on 17 January 2025.
Anne Simpson served as Chair of the Board Risk Committee on
an interim basis from 18 January to 12 March 2025.
Sabrina Wilson was appointed Chair of the Board Risk Committee
on 13 March 2025.
Tamsin Rowe took over Frank Dangeard’s responsibilities as
Interim Chair of the Board, in addition to her role as Chair of the
Performance and Remuneration Committee on 25 March 2025.
Rupert Hume-Kendall was appointed to the Board on 9 April
2025.
Thierry Roland was appointed to the Board on 14 April 2025.
Frank Dangeard resigned from his role as Chair and from the
Board on 23 April 2025.
Auditors
Ernst & Young LLP,
Chartered Accountants and Statutory Auditor
25 Churchill Place
London E14 5EY
Registered
office
NatWest Markets Plc
36 St Andrew Square
Edinburgh
EH2 2YB
Registered in Scotland No. SC090312
Principal
offices
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
NatWest Markets N.V.
Claude Debussylaan 94
1082 MD Amsterdam, The Netherlands
NatWest Markets Securities Inc.
600 Washington Boulevard, Stamford
06901, CT, USA
(1)
The external search for a permanent NWM Chair is at an advanced stage.
Further details regarding the proposed appointment will be provided in due course.
Risk and capital management
NWM Group
Annual Report and Accounts 2025
18
Presentation of information
Where marked as audited in the section header, certain
information in the Risk and capital management section (pages
18 to 60) is within the scope of the Independent auditor’s report.
Risk and capital management is generally conducted on an
overall basis within NatWest Group such that common policies,
procedures, frameworks and models apply across NatWest
Group. Therefore, for the most part, discussion on these
qualitative aspects reflects those in NatWest Group as relevant
for the businesses and operations in NWM Group.
Risk management framework
Introduction
NWM Group operates under NatWest Group’s enterprise-wide
risk management framework (EWRMF), which is centred on the
embedding of a strong risk culture. The framework ensures the
governance, capabilities and methods are in place to facilitate
risk management and decision-making across the organisation.
The framework ensures that NWM Group’s principal risks –
which are detailed in this section – are appropriately controlled
and managed. It sets out the standards and objectives for risk
management as well as defining the division of roles and
responsibilities.
This seeks to ensure a consistent approach to risk management
across NWM Group. It aligns risk management with NWM
Group’s overall strategic priorities of growth through better
understanding of customers, leveraging simplification and better
management of resources.
The framework, which is designed and maintained by NatWest
Group’s independent Risk function, is owned by the NatWest
Group Chief Risk Officer. It is reviewed and approved annually by
the Board. The framework incorporates risk governance, the
three lines of defence operating model and the Risk function’s
mandate.
Risk appetite, supported by a robust set of principles, policies and
practices, defines the levels of tolerance for a variety of risks and
provides a structured approach to risk-taking within agreed
boundaries.
While all NWM Group colleagues are responsible for managing
risk, the Risk function provides oversight and monitoring of risk
management activities, including the implementation of the
framework and adherence to its supporting policies, standards
and operational procedures. The Chief Risk Officer plays an
integral role in providing the Board with advice on NWM Group’s
risk profile, the performance of its controls and in providing
challenge where a proposed business strategy may exceed risk
tolerance.
In addition, there is a process to identify and manage top and
emerging risks, which are those that could have a significant
negative impact on NWM Group’s ability to meet its strategic
objectives. Both top and emerging risks may incorporate aspects
of – or correlate to – a number of principal risks and are reported
alongside them to the Board on a regular basis.
Page
Presentation of information
18
Risk management framework
Introduction
18
Culture
19
Governance
20
Risk appetite
22
Identification and measurement
23
Mitigation
23
Monitoring
23
Stress testing
23
Traded market risk
27
Non-traded market risk
30
Capital, liquidity and funding risk
Definitions and sources
32
Capital management
33
Liquidity and funding management
33
Minimum requirements
34
Measurement
34
Credit risk
Problem debt management and forbearance
38
Economic drivers
39
Impairment, provisioning and write-offs
41
Measurement uncertainty and ECL sensitivity
42
Trading activities and banking activities
43
Climate and nature risk
50
Pension risk
55
Operational risk
56
Compliance and conduct risk
57
Financial crime risk
58
Model risk
58
Reputational risk
59
Risk and capital management continued
NWM Group
Annual Report and Accounts 2025
19
Risk management framework continued
Culture
The approach to risk culture, under the banner of intelligent risk-
taking, ensures a focus on robust risk management behaviours
and practices. This underpins the strategy across all three lines of
defence, enables NWM Group to support better customer
outcomes, develop a stronger and more sustainable business and
deliver an improved cost base.
NWM Group expects leaders to act as role models for strong risk
behaviours and practices building clarity, developing capability
and motivating employees to reach the required standards set
out in the intelligent risk-taking approach. Colleagues are
expected to:
Consistently role-model the behaviours in Our Code, based
on strong ethical standards.
Empower others to take risks aligned to NWM Group’s
strategy, explore issues from a fresh perspective, and tackle
challenges in new and better ways across organisational
boundaries.
Manage risk in line with appropriate risk appetite.
Ensure each decision made keeps NWM Group, colleagues,
customers, communities and shareholders safe and secure.
Understand their role in managing risk, remaining clear and
capable, grounded in knowledge of regulatory obligations.
Consider risk in all actions and decisions.
Escalate risks and issues early; taking action to mitigate risks
and learning from mistakes and near-misses, reporting and
communicating these transparently.
Challenge others’ attitudes, ideas and actions.
Target intelligent risk-taking outcomes are embedded in NatWest
Group’s behaviours framework, forming a core foundation of the
risk culture and guiding recruitment and selection across the
organisation.
Training
Enabling employees to have the capabilities and confidence to
manage risk is core to NWM Group’s learning strategy. NWM
Group offers a wide range of learning, both technical and
behavioural, across the risk disciplines. This training may be
mandatory, role-specific or for personal development. Mandatory
learning for all staff is focused on keeping employees, customers
and NWM Group safe. This is easily accessed online and is
assigned to each person according to their role and business
area. The system allows monitoring at all levels to ensure
completion.
Our Code
NWM Group operates under NatWest Group’s conduct guidance,
Our Code, which provides direction on expected behaviour and
sets out the standards of conduct that support the values. The
code explains the effect of decisions that are taken and describes
the principles that must be followed.
These principles cover conduct-related issues as well as wider
business activities. They focus on desired outcomes, with
practical guidelines to align the values with commercial strategy
and actions. The embedding of these principles facilitates sound
decision-making and a clear focus on good customer outcomes.
Any employee falling short of the expected standards will be
subject to internal disciplinary policies and procedures and where
appropriate, the relevant authorities will be notified. Variable pay
for eligible colleagues will reflect overall performance, including
the impact of any conduct issues. Adjustments may be made
through the performance management process, or where
necessary, via the accountability review process for the
individuals concerned. The NatWest Group remuneration policy
ensures that the remuneration arrangements for all employees
reflect the principles and standards prescribed by the PRA
rulebook and the FCA handbook.
Risk and capital management continued
Risk management framework continued
NWM Group
Annual Report and Accounts 2025
20
Governance
Committee structure
The diagram shows NWM Plc’s risk governance structure in 2025 and the main purposes of each committee.
NWM Plc
Board of Directors
NWM Securities Inc. Board
NWM Securities Japan
Limited Board
NWM N.V.
Supervisory Board
Board Risk Committee
Provides oversight and challenge
on current and potential future
risk exposures, future risk
strategy and the effectiveness of
the risk management framework.
Audit Committee
Monitors the integrity of financial
statements and formal
announcements relating to actual
and forecast performance.
Executive Committee
(1)
Manages and oversees the NWM
Group other than those aspects
reserved to the NWM Plc Board
of Directors or an appropriate
Board Committee.
Executive Risk
Committee
(2)
Reviews, challenges and
debates all material and
enterprise-wide risk
and control matters.
Operating
Committee
(3)
Oversees all aspects of
NWM Group’s control
environment and delivers
the adoption of Group-
wide risk frameworks.
Assets & Liabilities
Committee
(4)
Oversees management of
NWM Group’s current
and future balance sheet
aligned with chosen
business strategy and
approved risk appetite.
Pension Committee
(5)
Considers the financial
strategy, risk
management and policy
implications of NatWest
Markets’ pension
schemes.
(1)
The NWM Chief Executive Officer has established the Executive Committee to support him in discharging his individual responsibilities in managing the day to day activities of NWM.
(2)
The Executive Risk Committee is chaired by the NWM Chief Risk Officer and supports him in discharging his risk management accountabilities.
(3)
The Operating Committee is chaired by the NWM Chief Operating Officer and supports him in discharging his individual accountabilities in accordance with the authority delegated to him
by the NWM Chief Executive Officer.
(4)
The Assets & Liabilities Committee is chaired by the NWM Chief Financial Officer and supports him in discharging his individual accountabilities relating to treasury and balance sheet
management.
(5)
The Pension Committee is chaired by the NWM Chief Financial Officer and supports him in discharging his individual accountabilities relating to the management of NatWest Markets’
pension schemes.
(6)
The Financial Crime Risk Committee, the NWM Electronic Trading Risk Committee, the Reputational Risk Committee, the Valuations Committee, the Policy Approval Committee, the
NWM Model Risk Committee, the Provisions Committee, the Executive Disclosure Committee and the Credit Risk Committee are not shown here. They support the Executive Risk
Committee in discharging its risk management responsibilities.
The Board Risk Committee (BRC) is responsible for:
Providing oversight and advice to the Board on current and potential future risk exposures and future risk profile. including risk
appetite and the approval and effectiveness of internal controls required to manage risk.
Reviewing the performance of NWM Group relative to risk appetite.
Reviewing all material risk exposures and management’s recommendations to monitor, control and mitigate such exposures,
including all principal risks.
Approving the key risk policies.
Providing input to remuneration decisions from a risk management perspective.
Reviewing and recommending to the Board the assumptions, scenarios and metrics used for stress tests.
The Executive Risk Committee (ERC) is responsible for:
Supporting the Chief Risk Officer and other accountable individuals in discharging their risk management accountabilities.
Reviewing performance relative to risk appetite.
Reviewing and debating all material risk exposures across NWM Group and management’s recommendations to monitor and
control such exposures.
Reviewing the EWRMF, supporting its recommendation to BRC and overseeing its implementation across NWM Group.
Reviewing the key risk policies and supporting their recommendation to BRC.
Risk and capital management continued
Risk management framework continued
NWM Group
Annual Report and Accounts 2025
21
Risk management structure
The diagram shows NWM Group’s risk management structure in 2025.
NatWest Group Chief
Executive Officer
CEO, Commercial &
Institutional
Chief Risk Officer, NWG
Chief Executive Officer,
NWM
Chief Risk Officer, NWM
Head of
Risk,
NWM US
Head of
Risk, NWM
APAC
Chief Risk
Officer,
NWM N.V.
Chief
Compliance
Officer
Head of
Traded
Market
Risk
Head of
Financial
Crime
Head of
Credit Risk
Risk COO &
Head of
Operational
Risk
Head of
Capital
Optimisation
Risk
(1)
The NWM Chief Risk Officer reports directly to the NWM Chief Executive Officer and the NatWest Group Chief Risk Officer. The NWM Chief Risk Officer also has an additional reporting
line to the chair of the NWM Board Risk Committee, and a right of access to the committee.
(2)
The NWM Group Risk function is independent and provides oversight of risk management activities to ensure risks are adequately monitored and controlled. The heads of risk work
closely with the NWM N.V. Chief Risk Officer, the US Country Risk Head and the Head of NWM Risk, APAC to ensure consistency across the international businesses.
(3)
The NWH Group Risk function provides services across NatWest Group, including – where agreed – to the NWM Chief Risk Officer. These services are managed, as applicable, through
service level agreements and resource augmentation agreements.
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Annual Report and Accounts 2025
22
Three lines of defence
NWM Group uses the industry-standard three lines of defence
model to articulate accountabilities and responsibilities for
managing risk. This supports the embedding of effective risk
management throughout the organisation.
First line of defence
The first line of defence incorporates most roles in NWM Group,
including those in the customer-facing businesses, Technology
and Services as well as support functions such as People, Legal
and Finance.
The first line of defence is empowered to take risks within the
constraints of the risk management framework, policies, risk
appetite statements set by NatWest Group and measures set by
the NWM Group Board.
The first line of defence is responsible for managing its direct
risks, and with the support of specialist functions, it is also
responsible for managing its consequential risks, by identifying,
assessing, mitigating, monitoring and reporting risks.
Second line of defence
The second line of defence comprises the Risk function and is
independent of the first line.
The second line of defence is empowered to design and maintain
the risk management framework and its components. It
undertakes proactive risk oversight and continuous monitoring
activities to confirm that NWM Group engages in permissible and
sustainable risk-taking activities.
The second line of defence advises on, monitors, challenges,
approves and escalates where required and reports on the risk-
taking activities of the first line of defence, ensuring that these
are within the constraints of the risk management framework,
policies, risk appetite statements set by NatWest Group and
measures set by the NWM Group Board.
Third line of defence
The third line of defence is the Internal Audit function and is
independent of the first and second lines.
The third line of defence is responsible for providing independent
assurance to the Board, its subsidiary legal entity boards and
executive management on the overall design and operating
effectiveness of the risk management framework and its
components. This includes the adequacy and effectiveness of key
internal controls, governance and the risk management in place
to monitor, manage and mitigate the principal risks to NWM
Group and its subsidiary companies.
The third line of defence executes its duties freely and objectively
in accordance with the Chartered Institute of Internal Auditors’
Code of Ethics and International Standards on independence and
objectivity.
Risk appetite
Risk appetite defines the type and aggregate level of risk NWM
Group is willing to accept in pursuit of its strategic objectives and
business plans. Risk appetite supports sound risk-taking, the
promotion of robust risk practices and risk behaviours, and is
calibrated at least annually.
For certain principal risks, risk capacity defines the maximum
level of risk NWM Group can assume before breaching
constraints determined by regulatory capital and liquidity
requirements, the operational environment, and from a conduct
perspective. Establishing risk capacity helps determine where risk
appetite should be set, ensuring there is a buffer between
internal risk appetite and NWM Group’s ultimate capacity to
absorb losses.
Risk appetite framework
The risk appetite framework supports effective risk management
by promoting sound risk-taking through a structured approach,
within agreed boundaries. It also ensures emerging risks and risk-
taking activities that might be out of appetite are identified,
assessed, escalated and addressed in a timely manner.
To facilitate this, a detailed review of the framework is carried
out annually which is approved by the Board. The review
includes:
Assessing the adequacy of the framework compared to
internal and external expectations.
Ensuring the framework remains effective and acts as a
strong control environment for risk appetite.
Assessing the level of embedding of risk appetite across the
organisation.
Establishing risk appetite
In line with the risk appetite framework, risk appetite is
maintained across NWM Group through risk appetite statements.
These are in place for all principal risks and describe the extent
and type of activities that can be undertaken.
The financial and non-financial risks that NWM Group faces are
detailed in the NatWest Group risk directory. This provides a
common risk language to ensure consistent terminology is used
across NWM Group. The NatWest Group risk directory is subject
to annual review to ensure it continues to fully reflect the risks
that NWM Group faces.
Risk appetite statements consist of qualitative statements of
appetite supported by risk limits and triggers that operate as a
defence against excessive risk-taking. Risk measures and their
associated limits are an integral part of the risk appetite
approach and a key part of embedding risk appetite in day-to-
day risk management decisions. A clear tolerance for each
principal risk is set in alignment with business activities.
The Board sets risk appetite for all principal risks to help ensure
NWM Group is well placed to meet its priorities and long-term
targets, even in challenging economic environments. This
supports NWM Group in remaining resilient and secure as it
pursues its strategic business objectives.
The process of reviewing and updating risk appetite statements
is completed alongside the business and financial planning
process. This ensures that plans and risk appetite are
appropriately aligned.
Risk appetite is reviewed at least annually by the Board on the
Board Risk Committee’s recommendation to ensure it remains
appropriate and aligned to strategy.
NWM Group’s risk profile is continually monitored and frequently
reviewed. Management focus is concentrated on all principal
risks as well as the top and emerging risks that may correlate to
them. Performance against risk appetite for all principal risks is
reported regularly to the Executive Risk Committee, the Board
Risk Committee, and the Board.
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Annual Report and Accounts 2025
23
NWM Group key risk policies define at a high level the qualitative
expectations, guidance and standards that stipulate the nature
and extent of permissible risk taking across all principal risks.
They form part of the qualitative expression of risk appetite and
are consistently applied across NWM Group and its subsidiaries.
Key risk policies are reviewed and approved by the Board Risk
Committee at least annually.
Identification and measurement
Identification and measurement within the risk management
process comprises:
Regular assessment of the overall risk profile, incorporating
market developments and trends, as well as external and
internal factors.
Monitoring of the risks associated with lending and credit
exposures.
Assessment of trading and non-trading portfolios.
Review of potential risks in new business activities and
processes.
Analysis of potential risks in any complex and unusual
business transactions.
Mitigation
Mitigation is a critical aspect of ensuring that risk profile remains
within risk appetite. Risk mitigation strategies are discussed and
agreed within NWM Group.
When evaluating possible strategies, costs and benefits, residual
risks (risks that are retained) and secondary risks (those that
arise from risk mitigation actions themselves) are also considered.
Monitoring and review processes are in place to evaluate results.
Early identification, and effective management of changes in
legislation and regulation are critical to the successful mitigation
of principal risks. The effects of all changes are managed to
ensure the timely achievement of compliance. Those changes
assessed as having a high or medium-high impact are managed
more closely. Action is taken to mitigate potential risks as and
when required. Further in-depth analysis, including the stress
testing of exposures, is also carried out.
NatWest Group’s control framework is a vital system ensuring
effective risk management, compliance, and operational
efficiency. Central to this framework is the implementation of
various control types, including preventive, detective, and
directive controls, which address diverse risks.
Control recording is essential, involving detailed documentation of
control activities to evaluate their adequacy and effectiveness.
This serves as valuable evidence during audits and regulatory
reviews.
The risk and control self-assessment (RCSA) process enhances
the framework by enabling teams to identify potential risks and
assess the adequacy of controls.
Regular independent adequacy and effectiveness testing of
controls within the first line of defence and internal audits
conducted by IA ensure controls function as intended. Continuous
monitoring and reporting provide real-time insights into control
effectiveness, fostering accountability and responsiveness to
evolving risks. By emphasising control recording, RCSA, and
testing, banks can maintain a resilient control environment that
supports operational integrity and regulatory compliance.
Monitoring
The primary tool used to provide regular monitoring of the risk
and control environment across NatWest Group is the risk and
control performance assessment (RCPA). Each business area
self-assesses using a set of consistent indicators and providing
qualitative context to arrive at an RCPA outcome of met, partially
met or not met. The assessment is completed annually and the
indicators are regularly monitored. The indicators support an
understanding of: the strength of the control environment to
manage risk exposure within appetite; adequacy and
effectiveness of the day-to-day management of risk and control;
adherence with applicable components of the EWRMF; and a
culture of intelligent risk-taking.
Emerging risks that could affect future results and performance
are also closely monitored.
Specific activities relating to compliance and conduct, credit,
financial crime and operational risks are subject to testing and
monitoring by the Risk function. This confirms to both internal
and external stakeholders – including the Board, senior
management, the customer-facing businesses, Internal Audit and
NatWest Group’s regulators – that risk policies and procedures
are being correctly implemented and that they are operating
adequately and effectively. Thematic reviews and targeted
reviews are also carried out where relevant to ensure
appropriate customer outcomes.
Stress testing
Stress testing – capital management
Stress testing is a key risk management tool and a fundamental
component of NWM Group’s approach to capital management. It
is used to quantify and evaluate the potential impact of specified
changes to risk factors on the financial strength of NWM Group,
including its capital position.
Stress testing includes:
Scenario testing, which examines the impact of a
hypothetical future state to define changes in risk factors.
Sensitivity testing, which examines the impact of an
incremental change to one or more risk factors.
The process for stress testing consists of four broad stages:
Define
Identify macro and NWM Group-specific
scenarios
vulnerabilities and risks.
Define and calibrate scenarios to examine
risks and vulnerabilities.
Formal governance process to agree
scenarios.
Assess impact
Translate scenarios into risk drivers.
Assess impact to current and projected
profit and loss and balance sheet across
NWM Group.
Calculate
Aggregate impacts into overall results.
results and
Results form part of the risk management
assess
process.
implications
Scenario results are used to inform NWM
Group’s business and capital plans.
Develop and
Scenario results are analysed by subject
agree
matter experts. Appropriate management
management
actions are then developed.
actions
Scenario results and management actions
are reviewed by the Board Risk
Committee and recommended to the
Board for approval.
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NWM Group
Annual Report and Accounts 2025
24
Stress testing is used widely across NatWest Group, including at
NWM Group level. The diagram below summarises key areas of
focus.
Strategic
Capital adequacy
financial and
capital planning
Sector review and credit limit
Stress testing
Risk appetite
setting
usage within
Business vulnerabilities analysis
NatWest
Group
Tail risk assessment
Risk monitoring
Early warning indicators
Contingency planning and
Risk mitigation
management actions
Assess financial performance
Specific areas that involve capital management include:
Strategic financial and capital planning
– by assessing the
impact of sensitivities and scenarios on the capital plan and
capital ratios.
Risk appetite
– by gaining a better understanding of the
drivers of, and the underlying risks associated with, risk
appetite.
Risk monitoring
– by monitoring the risks and horizon-
scanning events that could potentially affect NWM Group’s
financial strength and capital position.
Risk mitigation
by identifying actions to mitigate risks, or
those that could be taken, in the event of adverse changes to
the business or economic environment. Principal risk
mitigating actions are documented in NWM Group’s recovery
plan
.
Reverse stress testing is also carried out in order to identify and
assess scenarios that would cause NWM Group’s business model
to become unviable. Reverse stress testing allows potential
vulnerabilities in the business model to be examined more fully.
Capital sufficiency – going concern forward-looking view
Going concern capital requirements are examined on a forward-
looking basis – including as part of the annual budgeting process
– by assessing the resilience of capital adequacy and leverage
ratios under hypothetical future states. These assessments
include assumptions about regulatory and accounting factors
(such as IFRS 9). They incorporate economic variables and key
assumptions on balance sheet and profit and loss drivers, such as
impairments, to demonstrate that NWM Group and its operating
subsidiaries maintain sufficient capital.
A range of future states are tested. In particular, capital
requirements are assessed:
Based on a forecast of future business performance, given
expectations of economic and market conditions over the
forecast period.
Based on a forecast of future business performance under
adverse economic and market conditions over the forecast
period. Scenarios of different severity may be examined.
The potential impact of normal and adverse economic and
market conditions on capital requirements is assessed through
stress testing, the results of which are not only used widely
across NWM Group but also by the regulators to set specific
capital buffers. NWM Group takes part in stress tests run by
regulatory authorities to test industry-wide vulnerabilities under
crystallising global and domestic systemic risks.
Stress and peak-to-trough movements are used to help assess
the amount of capital NWM Group needs to hold in stress
conditions in accordance with the capital risk appetite
framework.
Internal assessment of capital adequacy
An internal assessment of material risks is carried out annually to
enable an evaluation of the amount, type and distribution of
capital required to cover these risks. This is referred to as the
Internal Capital Adequacy Assessment Process (ICAAP). The
ICAAP consists of a point-in-time assessment of exposures and
risks at the end of the financial year together with a forward-
looking stress capital assessment. Following review and
recommendation by the NWM Plc Board Risk Committee, the
ICAAP is approved by the Board and submitted to the PRA.
The ICAAP is used to form a view of capital adequacy separately
to the minimum regulatory requirements. The ICAAP is used by
the PRA to assess NWM Group’s specific capital requirements
through the Pillar 2 framework.
Capital allocation
NWM Group has mechanisms to allocate capital across its
businesses. These aim to optimise the use of capital resources
taking into account applicable regulatory requirements, strategic
and business objectives and risk appetite.
Governance
Capital management is subject to substantial review and
governance. The Board approves the capital plans, including
those for key legal entities and businesses as well as the results
of the stress tests relating to those capital plans.
Stress testing – liquidity
Liquidity risk monitoring and contingency planning
A suite of tools is used to monitor, limit and stress-test the
liquidity and funding risks on the balance sheet. Limit frameworks
are in place to control the level of liquidity risk, asset and liability
mismatches and funding concentrations. Liquidity and funding
risks are reviewed at significant legal entity and business levels
daily, with performance reported to the Assets & Liabilities
Committee on a regular basis. Liquidity condition indicators are
monitored daily. This ensures any build-up of stress is detected
early and the response escalated appropriately through recovery
planning.
Internal assessment of liquidity
Under the liquidity risk management framework, NWM Group
maintains the Internal Liquidity Adequacy Assessment Process.
This includes assessment of net stressed liquidity outflows under
a range of severe but plausible stress scenarios. Each scenario
evaluates either an idiosyncratic, market-wide or combined
stress event as described in the table below.
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NWM Group
Annual Report and Accounts 2025
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Type
Description
The market perceives NWM Group to be
Idiosyncratic
suffering from a severe stress event, which
scenario
results in an immediate assumption of
increased credit risk or concerns over
solvency.
A market stress event affecting all
participants in a market through contagion,
Market-wide
potential counterparty failure and other
scenario
market risks. NWM Group is affected under
this scenario but no more severely than any
other participants with equivalent exposure.
This scenario models the combined impact
Combined
of an idiosyncratic and market stress
scenario
occurring at once, severely affecting funding
markets and the liquidity of some assets.
NWM Group uses the most severe outcome to set the internal
stress testing scenario which underpins its internal liquidity risk
appetite. This complements the regulatory liquidity coverage ratio
requirement.
Stress testing – recovery and resolution planning
Within NWM Group, both NWM Plc and RBSH N.V. each have a
recovery plan explaining how they would identify and respond to
a financial stress event and restore their financial position so that
they remain viable on an ongoing basis.
The recovery plan ensures risks that could delay the
implementation of a recovery strategy are highlighted and
preparations are made to minimise the impact of these risks.
Preparations include:
Developing a series of recovery indicators to provide early
warning of potential stress events.
Clarifying roles, responsibilities and escalation routes to
minimise uncertainty or delay.
Developing a recovery playbook to provide a concise
description of the actions required during recovery.
Detailing a range of options to address different stress
conditions.
Appointing dedicated option owners to reduce the risk of
delay and capacity concerns.
The plan is intended to enable critical services and products to be
maintained, as well as core business lines, while operating within
risk appetite and restoring financial condition. It is assessed for
appropriateness on an ongoing basis. The NWM Plc plan is
reviewed and approved by the Board prior to submission to the
PRA.
Fire drill simulations of possible recovery events are used to test
the effectiveness of the recovery plans. The fire drills are
designed to replicate possible financial stress conditions and allow
senior management to rehearse the responses and decisions that
may be required in an actual stress event. The results and
lessons learnt from the fire drills are used to enhance the overall
approach to recovery planning.
Under the resolution assessment part of the PRA rulebook,
NatWest Group is required to carry out an assessment of its
preparations for resolution, submit a report of the assessment to
the PRA and publish a summary of this report.
Resolution would be implemented if NatWest Group was assessed
by the UK authorities to have failed and the appropriate regulator
put it into resolution.
The process of resolution is owned and implemented by the Bank
of England (as the UK resolution authority). NatWest Group
ensures ongoing maintenance and enhancements of its resolution
capabilities, in line with regulatory requirements.
Stress testing – market risk
Non-traded market risk
Scenario analysis based on hypothetical adverse scenarios is
performed on non-traded exposures as part of the Bank of
England and European Banking Authority stress test exercises.
NatWest Group also produces an internal scenario analysis as
part of its financial planning cycles.
Non-traded exposures are capitalised through the ICAAP. This
covers gap risk, basis risk, credit spread risk, pipeline risk,
structural foreign exchange risk, prepayment risk, equity risk and
accounting volatility risk. The ICAAP is completed with a
combination of value and earnings measures. The total non-
traded market risk capital requirement is determined by adding
the different charges for each sub risk type.
The ICAAP methodology captures at least ten years of historical
volatility, produced with a 99% confidence level. Methodologies
are reviewed by NatWest Group Model Risk and the results are
approved by the NatWest Group Balance Sheet Management
Committee.
Non-traded market risk stress results are combined with those
for other risks into the capital plan presented to the Board. The
cross-risk capital planning process is conducted once a year, with
a planning horizon of five years. The scenario narratives cover
both regulatory scenarios and macroeconomic scenarios
identified by NatWest Group.
Vulnerability-based stress testing begins with the analysis of a
portfolio and expresses its key vulnerabilities in terms of plausible,
vulnerability scenarios under which the portfolio would suffer
material losses. These scenarios can be historical,
macroeconomic or forward-looking/hypothetical. Vulnerability-
based stress testing is used for internal management information
and is not subject to limits. The results for relevant scenarios are
reported to senior management.
Traded market risk
NWM Group carries out regular market risk stress testing to
identify vulnerabilities and potential losses in excess of, or not
captured in, value-at-risk. The calculated stresses measure the
impact of changes in risk factors on the fair values of the trading
portfolios.
NWM Group conducts historical, macroeconomic and
vulnerability-based stress testing. Historical stress testing is a
measure that is used for internal management. Using the
historical simulation framework employed for value-at-risk, the
current portfolio is stressed using historical data since 1 January
2005. This methodology simulates the impact of the 99.9
percentile loss that would be incurred by historical risk factor
movements over the period, assuming variable holding periods
specific to the risk factors and the businesses.
Historical stress tests form part of the market risk limit
framework and their results are reported regularly to senior
management. Macroeconomic stress tests are carried out
periodically as part of the bank-wide, cross-risk capital planning
process. The scenario narratives are translated into risk factor
shocks using historical events and insights by economists, risk
managers and the first line.
Market risk stress results are combined with those for other risks
into the capital plan presented to the Board. The cross-risk
capital planning process is conducted at least once a year, with a
planning horizon of five years. The scenario narratives cover both
regulatory scenarios and macroeconomic scenarios.
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NWM Group
Annual Report and Accounts 2025
26
Vulnerability-based stress testing begins with the analysis of a
portfolio and expresses its key vulnerabilities in terms of plausible
vulnerability scenarios under which the portfolio would suffer
material losses. These scenarios can be historical,
macroeconomic or forward-looking/hypothetical. Vulnerability-
based stress testing is used for internal management information
and is not subject to limits. The results for relevant scenarios are
reported to senior management
.
Stress testing – climate risk
NatWest Group (including NWM Group) continued to enhance its
in-house climate risk modelling capabilities, supporting the
ongoing integration of climate risk within its capital adequacy
(ICAAP), impairment (IFRS 9) and risk management processes,
for example, sharing insights with sector and front-line teams to
support the financial budget and climate transition plan
processes. In particular, internal physical risk modelling
capabilities were developed during 2025.
Specific internal-run exercises in 2025 included:
A credit-risk focused exercise covering both physical and
transition risk scenarios for the Commercial & Institutional
portfolio.
A non-financial risk scenario for climate focused on external
communications which could omit or contain incorrect
information and mislead on NWM Group as part of NatWest
Group activities.
There are various challenges with quantitative climate scenario
analysis. These risks and uncertainties, coupled with significantly
long timeframes, make the outputs of climate-related risk
modelling with respect to the potential use cases identified
inherently more uncertain than outputs modelled for traditional
financial planning cycles based on historical financial information.
Regulatory stress testing
The Bank of England updated its approach to stress testing. The
Bank Capital Stress Test (BCST) is the successor to the Annual
Cyclical Stress scenario and will be run biennially. NatWest Group
was selected by the Bank of England to be one of the
participants in the 2025 BCST. The results were published in
December 2025 and NatWest Group remained above its CET1
capital and Tier 1 leverage ratio hurdle rates in stress and was
not required to strengthen its capital position. The results of this
stress test, and other relevant information, will be used by the
Bank of England to help inform NatWest Group capital buffers
(both the UK countercyclical capital buffer rate and PRA buffers).
The 2025 stress test aimed to assess the impact of a UK and
global macroeconomic stress on UK banks, spanning a five-year
period from Q4 2025 to Q4 2030. It was a coherent ‘tail risk’
scenario, designed to be severe and broad enough to assess the
resilience of UK banks to a range of adverse shocks. The stress
scenario is similar to the 2022/23 Annual Cyclical Stress with
weaker UK consumer price index inflation offset by more severe
financial markets stresses and economic shocks in some
jurisdictions.
The stress test was based on an end-of-December 2024 balance
sheet position.
Further details can be found at:
https://www.bankofengland.co.uk/stress-testing/2025/key-
elements-bank-capital
In addition to its participation in NatWest Group’s stress testing
programme, NWM Group has a further regulatory commitment in
relation to its traded risk model approvals for market risk (IMA)
and counterparty credit risk (IMM). A robust stress testing
framework is a regulatory requirement.
The purpose of this stress testing framework includes the
identification of possible causes of large losses, an estimation of
their size and potential impact on capital adequacy together with
the identification of steps that could be taken to manage those
exposures as required. Such risk management-led stress testing
covers both traded market risk and counterparty credit risk and
is used to monitor and set risk appetite.
The requirements of NWM Group’s stress testing programme are
codified in NWM Group’s stress testing policy and associated
mandatory procedures.
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Annual Report and Accounts 2025
27
Traded market risk
Definition (audited)
Traded market risk is the risk of losses in trading book positions
from fluctuations in market variables, such as interest rates,
credit spreads, foreign exchange rates, equity prices, implied
volatilities and asset correlations.
Sources of risk (audited)
NWM Group is exposed to traded market risk through trading
activities that it enters into where such risk arises from market-
making and underwriting activity and by facilitating customer-
facing business that cannot be immediately offset with other
customers or market participants.
From a market risk perspective, activities are focused on rates;
currencies; and traded credit. NWM Group undertakes
transactions in financial instruments including debt securities, as
well as securities financing and derivatives.
The key categories of traded market risk are interest rate risk,
credit spread risk and foreign currency price risk. Trading
activities may also give rise to counterparty credit risk. For
further detail, refer to the Credit risk section.
Key developments in 2025
Drivers of market volatility during the year included global
inflationary concerns, US tariffs, the ongoing Russia-Ukraine
conflict and geopolitical tensions in the Middle East.
Traded VaR and SVaR remained within appetite, aided by
NWM Group’s continued disciplined approach to risk-taking.
Overall, internal traded VaR decreased on an average basis,
compared to 2024.
Governance (audited)
Risk governance for traded market risk is in line with the
approach outlined in the Risk management framework section.
Risk appetite
Risk appetite for traded market risk is in line with the approach
outlined in the Risk management framework section.
NWM Group’s qualitative appetite for traded market risk is set
out in the traded market risk appetite statement. Quantitative
appetite is expressed in terms of exposure limits. The limits at
NWM Group level comprise value-at-risk (VaR), stressed value-
at-risk (SVaR) and stress-testing. More details on these metrics
are provided on the following pages.
Measurement (audited)
NWM Group uses VaR, SVaR and the incremental risk charge
(IRC) to capitalise traded market risk. Risks that are not
adequately captured by VaR or SVaR are captured by the Risks
Not In VaR (RNIV) framework to ensure that NWM Group is
adequately capitalised for market risk. In addition, stress testing
is used to identify any vulnerabilities and potential losses.
The key inputs into these measurement methods are market
data and risk factor sensitivities. Sensitivities refer to the changes
in trade or portfolio value that result from small changes in
market parameters that are subject to the market risk limit
framework. Revaluation ladders are used in place of sensitivities
to capture the impact of large moves in risk factors or the joint
impact of two risk factors.
The suite of internal metrics used for risk management purposes
at NWM Group level have been designed to capture correlation
effects and to allow for an aggregated view of traded market risk
across risk types, markets and business lines while also taking
into account the characteristics of each risk type.
Value-at-risk
For internal risk management purposes, VaR assumes a time
horizon of one trading day and a confidence level of 99%.
The internal VaR model – which captures all trading book
positions including those products approved by the regulator – is
based on a historical simulation, utilising market data from the
previous 500 days, and is sensitive to recent market conditions.
The model also captures the potential impact of interest rate risk,
credit spread risk, foreign currency price risk, equity price risk
and commodity price risk.
When simulating potential movements in such risk factors, a
combination of absolute, relative and rescaled returns is used.
The performance and adequacy of the VaR model are tested
regularly through the following processes:
Back-testing: Internal and regulatory back-testing is conducted
on a daily basis. For further information on back-testing, refer to
the following page.
Ongoing model validation: VaR model performance is assessed
both regularly and on an ad-hoc basis if market conditions or
portfolio profile change significantly.
Model Risk Management review: As part of the model lifecycle, all
risk models (including VaR) are independently reviewed to ensure
they are still fit for purpose given current market conditions and
portfolio profile. Further detail on the independent model
validation by Model Risk Management is on pages 58 and 59.
More information on pricing and market risk models is in the
NatWest Group Pillar 3 Report.
One-day 99% traded internal VaR (audited)
The table below shows one-day 99% internal VaR for the trading portfolios of NWM Group, split by exposure type.
 
2025
2024
 
Average
Maximum
Minimum
Period end
Average
Maximum
Minimum
Period end
Traded internal VaR (1-day 99%)
£m
£m
£m
£m
£m
£m
£m
£m
Interest rate
3.2
5.4
1.8
2.3
6.6
12.1
3.0
3.8
Credit spread
4.8
7.2
3.1
3.1
7.7
10.1
5.6
5.6
Currency
1.3
4.0
-
0.5
2.0
6.7
0.5
1.3
Equity
0.1
0.1
-
0.1
0.1
0.3
-
-
Diversification
(1)
(3.8)
   
(2.5)
(6.3)
   
(5.4)
Total
5.6
9.7
3.4
3.5
10.1
16.2
5.3
5.3
(1)
NWM Group benefits from diversification across various financial instrument types, currencies and markets. The extent of the diversification benefit depends on the correlation between
the assets and risk factors in the portfolio at a particular time. The diversification factor is the sum of the VaR on individual risk types less the total portfolio VaR.
Both interest rate VaR and credit spread VaR decreased on an average basis, compared to 2024.
This reflects an earlier period of higher market volatility dropping out of the rolling window for VaR calculation during H2 2024.
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Annual Report and Accounts 2025
28
VaR back-testing
The main approach employed to assess the VaR model’s ongoing performance is back-testing, which counts the number of days when
a loss exceeds the corresponding daily VaR estimate, measured at a 99% confidence level.
Two types of profit and loss (P&L) are used in back-testing comparisons: Actual P&L and Hypothetical P&L. For more details on the
back-testing approach and the differences between internal and regulatory VaR, refer to the Market risk section of the NatWest Group
Pillar 3 Report.
Regulatory back-testing
In the 250-business-day period to 31 December 2025, NWM Plc recorded zero back-testing exceptions for one-day 99% traded
regulatory VaR compared with Actual or Hypothetical (Hypo) P&L.
Internal back-testing
The table below shows internal back-testing exceptions in the major NWM businesses for the 250-business-day period to 31 December
2025. Internal back-testing compares one-day 99% traded internal VaR with Actual and Hypo P&L.
Back-testing exceptions
Actual
Hypo
Fixed income
-
-
Currencies
-
3
The back-testing exceptions in Currencies were driven by losses in February, April and August 2025 due to increased foreign
exchange and rates market volatility.
Stressed VaR (SVaR)
As with VaR, the SVaR methodology produces estimates of the potential change in the market value of a portfolio, over a specified
time horizon, at a given confidence level. SVaR is a VaR-based measure using historical data from a one-year period of stressed
market conditions. A simulation of 99% VaR is run on the current portfolio for each 250-day period from 2005 to the current VaR date,
moving forward one day at a time. The SVaR is the worst VaR outcome of the simulated results.
This is in contrast with VaR, which is based on a rolling 500-day historical data set. A time horizon of ten trading days is assumed with
a confidence level of 99%. NWM Group’s internal traded SVaR model captures all trading book positions.
The table below analyses 10-day 99% internal SVaR for the trading portfolios of NWM Group.
2025
2024
Average
Maximum
Minimum
Period end
Average
Maximum
Minimum
Period end
£m
£m
£m
£m
£m
£m
£m
£m
Total internal traded SVaR
58
112
31
38
56
136
31
41
Risk and capital management continued
Traded market risk continued
NWM Group
Annual Report and Accounts 2025
29
Risks Not In VaR (RNIVs)
The RNIV framework is used to identify and quantify market risks
that are not fully captured by the internal VaR and SVaR models.
RNIV calculations form an integral part of ongoing model and data
improvement efforts to capture all market risks in scope for model
approval in VaR and SVaR.
For further qualitative and quantitative disclosures on RNIVs, refer
to the Market risk section of the NatWest Group Pillar 3 Report.
Stress testing
For information on stress testing, refer to page 23.
Incremental risk charge (IRC)
The IRC model quantifies the impact of rating migration and
default events on the market value of instruments with embedded
credit risk (in particular, bonds and credit default swaps) held in
the trading book. It further captures basis risk between different
instruments, maturities and reference entities. For further
qualitative and quantitative disclosures on the IRC, refer to the
Market risk section of the NatWest Group Pillar 3 Report.
Monitoring and mitigation
Traded market risk is identified and assessed by gathering,
analysing, monitoring and reporting market risk information at
desk, business and NWM Group-wide levels. Industry expertise
continued system developments and techniques such as stress
testing are also used to enhance the effectiveness of the
identification and assessment of all material market risks.
Traded market risk exposures are monitored against limits and
analysed daily. A daily report summarising the position of
exposures against limits at desk, business and NWM Group levels
is provided to senior management and market risk managers
across the function. Limit reporting is supplemented with
regulatory capital and stress testing information as well as ad-hoc
reporting.
A risk review of trading businesses is undertaken weekly with
senior risk and front office staff. This includes a review of profit
and loss drivers, notable position concentrations and other
positions of concern.
Business profit and loss performance is monitored automatically
through loss triggers which, if breached, require a remedial action
plan to be agreed between the Market Risk function and the
business. The loss triggers are set using both a fall-from-peak
approach and an absolute loss level. In addition, regular updates
on traded market risk positions are provided to NWM Group’s
Executive Risk Committee and Board Risk Committee.
Risk and capital management continued
NWM Group
Annual Report and Accounts 2025
30
Non-traded market risk
Definition (audited)
Non-traded market risk is the risk to the value of assets or
liabilities outside the trading book, or the risk to income, that
arises from changes in market prices such as interest rates,
foreign exchange rates and equity prices, or from changes in
managed rates.
Sources of risk (audited)
Non-traded market risk exists in all balance-sheet exposure that
makes reference to market risk factors. The key sources of non-
traded market risk are interest rate risk, credit spread risk,
foreign exchange risk and equity risk.
Key developments in 2025
NWM Plc’s non-traded market risk internal VaR increased on
an average and period-end basis compared to 2024. The
increase was driven by structural foreign exchange rate VaR.
This was largely due to a reduction in the US dollar open
foreign exchange position, which resulted in greater sensitivity
of the CET1 ratio to foreign exchange rates.
NWM Plc maintains a structural hedge of its common equity
and reserves. At 31 December 2025, the notional amount of
the structural hedge in place was £3.4 billion (£3.4 billion at 31
December 2024). NWM N.V. also maintains a structural hedge
of its common equity and reserves; at 31 December 2025, the
notional amount of this hedge, in sterling-equivalent terms,
was £1.3 billion (£1.2 billion at 31 December 2024).
Governance (audited)
Risk governance for non-traded market risk is in line with the
approach outlined in the Risk management framework section.
Risk appetite
Risk appetite for non-traded market risk is in line with the
approach outlined in the Risk management framework section.
Qualitative appetite is set out in the non-traded market risk
appetite statement. Quantitative appetite for non-traded market
risk is expressed in terms of value-at-risk (VaR) and earnings-at-
risk limits. Stress and sensitivity limits are also incorporated.
Non-traded internal VaR (one-day 99%)
The following table shows NWM Plc’s one-day internal banking book VaR at a 99% confidence level, split by risk type. VaR values for
each year are calculated based on one-day values for each of the 12 month-end reporting dates. For NWM N.V. VaR, refer to the
NWM N.V. ARA.
 
2025
2024
 
Average
Maximum
Minimum
Period end
Average
Maximum
Minimum
Period end
NWM Plc
£m
£m
£m
£m
£m
£m
£m
£m
Interest rate
2.5
3.8
1.9
2.9
3.4
4.9
1.3
2.3
Credit spread
3.6
4.7
2.6
3.6
5.1
6.3
4.2
4.2
Structural foreign exchange rate
4.6
7.6
2.8
7.6
2.9
3.4
2.5
2.9
Equity risk
1.1
1.6
0.7
1.2
1.0
1.2
0.8
0.9
Diversification
(1)
(3.5)
   
(6.2)
(4.5)
   
(5.3)
Total
8.3
9.7
5.0
9.1
7.9
10.3
4.9
5.0
(1)
NWM Plc benefits from diversification across various financial instrument types, currencies and markets. The extent of the diversification benefit depends on the correlation between the
assets and risk factors in the portfolio at a particular time. The diversification factor is the sum of the VaR on individual risk types less the total portfolio VaR.
For VaR commentary, refer to Key developments in 2025 above.
Risk and capital management continued
Non-traded market risk continued
NWM Group
Annual Report and Accounts 2025
31
Interest rate risk
Non-traded interest rate risk (NTIRR) mainly arises from capital
hedges, from portfolios held for liquidity purposes and from
interest rate repricing mismatches between assets and liabilities
in other portfolios. When aggregated, these products form
portfolios of assets and liabilities with varying degrees of
sensitivity to changes in market interest rates. Mismatches can
give rise to volatility in net interest income as interest rates vary.
NTIRR comprises the following three primary risk types:
Gap risk: arises from the timing of rate changes in non-trading
book instruments. The extent of gap risk depends on whether
changes to the term structure of interest rates occur consistently
across the yield curve (parallel risk) or differentially by period
(non-parallel risk).
Basis risk: captures the impact of relative changes in interest
rates for financial instruments that have similar tenors but are
priced using different interest rate indices, or on the same
interest rate indices but with different tenors.
Option risk: arises from option derivative positions or from
optional elements embedded in assets, liabilities and/or off-
balance sheet items, where NWM Group or its customer can
alter the level and timing of their cash flows.
NWM Group manages its interest rate positions within limits at
legal entity level and hedges these positions externally using cash
and derivatives (primarily interest rate swaps).
Credit spread risk
Credit spread risk arises from the potential adverse economic
impact of a change in the spread between bond (or other credit-
sensitive instrument) yields and swap rates, where the portfolios
are accounted at fair value through other comprehensive
income. Credit risk also arises on loan portfolios classified at fair
value.
To ensure NWM Group can continue to meet its obligations in the
event that access to wholesale funding markets is restricted, it
maintains a liquidity buffer in the form of bond portfolios –
comprising primarily high-quality securities – and central bank
cash.
Credit spread risk is monitored daily through sensitivities and VaR
measures. Exposures and limit utilisations are reported to senior
management on a regular basis. The dealing mandates in place
for the bond portfolios further mitigate the risk by imposing
constraints by duration, asset class and credit rating.
Foreign exchange risk
Non-traded foreign exchange risk arises from two main sources:
Structural foreign exchange rate risk – mainly arises from the
capital deployed in foreign subsidiaries and branches.
Transactional foreign exchange rate risk – arises from customer
transactions and profits and losses that are in a currency other
than the functional currency.
Structural foreign exchange rate risk is assessed and managed
by NWM Plc Treasury, with the aim of reducing NWM Plc’s solo
CET1 ratio sensitivity to unexpected movements in spot foreign
exchange rates.
The position is managed within risk appetite levels under
delegated authority from NWM Plc ALCo. The sensitivity of the
CET1 ratio to exchange rates is reported to NWM Plc senior
management monthly.
Gains or losses arising from the retranslation of net investments
in overseas operations are recognised in equity reserves and
reduce the sensitivity of capital ratios to foreign exchange rate
movements primarily arising from the retranslation of non-
sterling denominated RWAs.
Foreign exchange exposures arising from customer transactions
are hedged by businesses on a regular basis in line with NatWest
Group policy.
Foreign exchange exposures
The table below shows NWM Group’s structural foreign currency exposures.
Structural
Residual
Net investments
Net
foreign
structural
in foreign
investment
currency
Economic
foreign currency
operations
hedges
exposures
hedges
exposures
2025
£m
£m
£m
£m
£m
US dollar
(1)
1,053
-
1,053
(557)
496
Euro
2,592
(400)
2,192
-
2,192
Swiss franc
190
(189)
1
-
1
Other non-sterling
280
(36)
244
-
244
4,115
(625)
3,490
(557)
2,933
2024
US dollar
(1)
1,824
(598)
1,226
(1,226)
-
Euro
2,392
(355)
2,037
-
2,037
Swiss franc
180
(180)
-
-
-
Other non-sterling
313
(38)
275
-
275
4,709
(1,171)
3,538
(1,226)
2,312
(1)
Economic hedges of US dollar net investments in foreign operations represent US dollar equity securities that do not qualify as net investment hedges for accounting purposes.
Sterling strengthened against the US dollar, to 1.35 at 31
December 2025 compared to 1.25 at 31 December 2024. It
weakened against the euro, to 1.15 at 31 December 2025
compared to 1.20 at 31 December 2024.
Changes in foreign currency exchange rates affect equity in
proportion to structural foreign currency exposure. For example,
a 5% strengthening or weakening in foreign currencies against
sterling would result in a gain or loss of £0.2 billion in equity,
respectively.
Risk and capital management continued
NWM Group
Annual Report and Accounts 2025
32
Capital, liquidity and funding risk
NWM Group continually ensures a comprehensive approach is
taken to the management of capital, liquidity and funding,
underpinned by frameworks, risk appetite and policies, to
manage and mitigate capital, liquidity & funding risks. The
framework ensures the tools and capability are in place to
facilitate the management and mitigation of risk ensuring the
Group operates within its regulatory requirements and risk
appetite.
Definitions (audited)
Regulatory capital consists of reserves and instruments issued
that are available, have a degree of permanency and are
capable of absorbing losses. A number of strict conditions are set
by applicable regulations to determine capital eligibility.
Capital risk is the inability to conduct business in base or stress
conditions on a risk or leverage basis due to insufficient qualifying
capital as well as the failure to assess, monitor, plan and manage
capital adequacy requirements.
Liquidity risk is defined as the risk that the Group or any of its
subsidiaries or branches cannot meet its actual or potential
financial obligations in a timely manner as they fall due in the
short term.
Funding risk is the current or prospective risk that the Group or
its subsidiaries or branches cannot meet financial obligations as
they fall due in the medium to long term, either at all or without
increasing funding costs unacceptably.
Liquidity and funding risks arise in a number of ways, including
through the maturity transformation role that banks perform.
The risks are dependent on factors such as:
Maturity profile;
Composition of sources and uses of funding;
The quality and size of the liquidity portfolio;
Wholesale market conditions; and
Depositor and investor behaviour.
Sources (audited)
Capital
The eligibility of instruments and financial resources as regulatory
capital is laid down by applicable regulation. Capital is
categorised by applicable regulation under two tiers (Tier 1 and
Tier 2) according to the ability to absorb losses on either a going
or gone concern basis, degree of permanency and the ranking of
loss absorption. There are three broad categories of capital
across these two tiers:
CET1 capital
- CET1 capital must be perpetual and capable
of unrestricted and immediate use to cover risks or losses as
soon as these occur. This includes ordinary shares issued and
retained earnings.
Additional Tier 1 (AT1) capital
- This is the second type of loss
absorbing capital and must be capable of absorbing losses on
a going concern basis. These instruments are perpetual in
nature, with an initial call period of at least five years from
issue and are written off or converted into CET1 capital if a
pre-specified CET1 ratio is reached. The sum of CET1 and
AT1 capital is referred to as Tier 1 capital.
Tier 2 capital
- Tier 2 capital is the bank entities’
supplementary capital and provides loss absorption on a gone
concern basis. Gone concern refers to the situation in which
resources must be available to enable an orderly resolution,
in the event that the Bank of England (BoE) deems that NWM
Plc has failed. Tier 2 capital absorbs losses after Tier 1
capital. It typically consists of subordinated debt securities
with a minimum initial maturity of five years.
Minimum requirement for own funds and eligible liabilities
(MREL)
In addition to capital, other specific loss absorbing instruments,
including senior notes with a residual maturity of at least one
year issued by NWM Plc, may be used to cover certain gone
concern capital requirements.
Liquidity
NWM Group maintains a prudent approach to the definition of
liquidity portfolio to ensure it is available when and where
required, taking into account regulatory, legal and other
constraints.
Liquidity portfolio is divided into primary and secondary liquidity
as follows:
Primary liquidity is LCR eligible assets and includes cash and
balances at central banks, Treasury bills and high-quality
government securities.
Secondary liquidity is assets eligible as collateral for local
central bank liquidity facilities. These assets include own-
issued securitisations or whole loans that are retained on
balance sheet and pre-positioned with a central bank so that
they may be converted into additional sources of liquidity at
very short notice.
Funding
NWM Group’s primary funding sources are as follows:
Type
Description
Wholesale
Includes:
markets
Short-term (less than 1 year)
 
unsecured money market
 
funding.
 
Commercial paper and
 
certificates of deposit.
 
Secured repo market funding.
Term debt
Includes:
 
Long-term (typically more than 1
 
year) senior unsecured and
 
secured debt securities.
 
Long-term subordinated liabilities.
Internal capital
Includes:
and MREL
Equity, AT1, Tier 2 capital
 
instruments and MREL issued to
 
NatWest Group plc (under the
 
Single Point of Entry regime).
Managing capital, liquidity and funding requirements:
regulated entities
In line with paragraph 135 of IAS 1 ‘Presentation of Financial
Statements’, NWM Group manages capital having regard to
regulatory requirements. Regulatory capital, MREL, RWA and
leverage is monitored and reported on an individual regulated
bank legal entity basis (‘bank entity’), which is based on the
relevant CRR prudential rules and regulations as applied in the
UK and EU.
Liquidity metrics including the LCR are presented for the solo
legal entity as regulated by the PRA. Disclosures for funding
sources and notes issued are presented for NWM Group rather
than for NatWest Markets Plc.
Risk and capital management continued
Capital, liquidity and funding risk continued
NWM Group
Annual Report and Accounts 2025
33
Key developments in 2025
NWM Plc’s RWAs increased by £0.7 billion to £21.5 billion at
31 December 2025. This increase 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 reflecting active risk management.
NWM Plc’s CET1 ratio increased by 20 basis points to 18.4%
at 31 December 2025, from 18.2% at 31 December 2024,
largely driven by an increase in CET1 capital, partially offset
by the increase in RWAs.
NWM Plc’s Tier 1 capital decreased by £0.1 billion in 2025,
driven by the redemption of AT1 capital notes with NatWest
Group plc of $1.15 billion, partially offset by the issuance of
two new AT1 instruments to NatWest Group plc amounting
to £600 million.
NWM Plc’s MREL at 31 December 2025 was £9.8 billion,
compared with £10.0 billion at 31 December 2024. The
decrease of £0.2 billion was largely due to the reduction in
Tier 1 capital, and a reduction in senior unsecured debt of
£0.1 billion during 2025. This reduction in senior unsecured
debt was 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. As a percentage of RWAs, total
MREL decreased to 45.6% compared with 48.2% at 31
December 2024, mainly due to the increase in RWAs.
NWM Plc’s leverage ratio decreased by 50 basis points to
5.0%, driven by the decrease in Tier 1 capital and higher
leverage exposure. The main drivers of the increase in
leverage exposure were an increase in other financial assets
and net derivatives, partially offset by a decrease in trading
assets.
NWM Plc’s liquidity portfolio decreased by £0.8 billion to £20.2
billion at 31 December 2025, compared with £21.0 billion at
the prior year end.
The average LCR for NWM Plc increased to 198% at 31
December 2025 from 192% at 31 December 2024, largely
reflecting higher average levels in the liquidity portfolio during
the year.
Capital management
Capital management is the process by which banks ensure that
they have sufficient capital and other loss absorbing instruments
to operate effectively. This includes meeting minimum regulatory
requirements, operating within Board-approved risk appetite,
maintaining credit ratings and supporting strategic goals. Capital
management is critical in supporting banks businesses. Capital
management within NWM Group is executed in accordance with
the NatWest Group-wide framework.
NWM Plc’s capital plans are produced and updated by the bank
on a monthly basis. This process includes integration into
NatWest Group’s wider annual budgeting process and is
summarised below. Other elements of capital management,
including risk appetite and stress testing, are set out on pages 22
and 23.
Produce
A capital plan is produced for NWM
capital
Plc using a five-year planning
plans
horizon under expected and stress
conditions. Stressed capital plans
are produced to support internal
stress testing through the ICAAP or
for regulatory purposes.
A shorter term (rolling 12 month)
forecast is updated frequently in
response to actual performance,
changes in internal and external
business environment and to
manage risks and opportunities.
Assess
Capital plans are developed to
capital
ensure that capital of sufficient
adequacy
quantity and quality is planned to be
available to support NWM Group’s
business and strategic plans over
the planning horizon within
approved risk appetite, as
determined via stress testing, and
minimum regulatory requirements.
Impact assessment captures input
from across NWM Group including
from businesses.
Inform
Capital planning informs potential
capital
capital actions including managing
actions
capital through new issuance,
redemptions or internal
transactions.
Decisions on capital actions will be
influenced by strategic and
regulatory requirements, the cost
and prevailing market conditions.
As part of capital planning, NWM
Group will monitor its portfolio of
capital securities and assess the
optimal blend.
Capital planning is one of the tools that NWM Group uses to
monitor and manage capital adequacy risk on a going and gone
concern basis, including the risk of excessive leverage.
Liquidity and funding management
Liquidity and funding management follows a similar process to
that outlined above for capital.
Liquidity portfolio management
The size of the portfolio is determined by reference to NWM
Group’s liquidity risk appetite. Consistent with NatWest Group,
NWM Group retains a prudent approach to setting the
composition of the liquidity portfolio, which is subject to internal
policies and limits covering quality of counterparty, maturity mix
and currency mix. NWM Group categorises its liquidity portfolio,
including its locally managed liquidity portfolios, into primary and
secondary liquid assets. The majority of the NWM Plc portfolio is
managed by NatWest Holdings Treasury on behalf of NWM Plc,
for which the NatWest Markets Treasurer is responsible.
NatWest Markets Securities Inc. and NatWest Markets N.V., both
of which are significant operating subsidiaries of NWM Plc, hold
locally managed liquidity portfolios to comply with local
regulations that differ from PRA rules.
The liquidity value of the portfolio is determined by taking current
market prices and applying a discount or haircut, to determine a
liquidity value that represents the amount of cash that can be
generated by the asset.
Risk and capital management continued
Capital, liquidity and funding risk continued
NWM Group
Annual Report and Accounts 2025
34
Funding risk management
NWM Group manages funding risk through a comprehensive framework which measures and monitors the funding risk on the balance
sheet.
The long-term obligations of NWM Group must be met with diverse and stable funding sources, the behavioural maturity of these
liabilities must at a minimum equal those of the assets.
Minimum requirements
Capital ratios
NWM Plc is subject to minimum capital requirements relative to RWAs. The table below summarises the minimum Pillar 1 capital
requirements and additional capital buffers that the entity is expected to have to meet.
Type
CET1
Total tier 1
Total capital
Minimum capital requirements
4.5%
6.0%
8.0%
Capital conservation buffer
(1)
2.5%
2.5%
2.5%
Countercyclical capital buffer
(1)
0.9%
0.9%
0.9%
Total
7.9%
9.4%
11.4%
(1)
The UK countercyclical buffer (CCyB) rate is currently being maintained at 2%. This may vary in either direction in the future subject to how risks develop. Foreign exposures may be
subject to different CCyB rates depending on the rate set in those jurisdictions. The capital conservation buffer and the countercyclical capital buffer are required to be met with CET1
capital only.
(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.
Leverage ratio
The table below summarises the minimum ratios of capital to leverage exposure under the binding PRA UK leverage framework
applicable for NWM Plc.
Type
CET1
Total tier 1
Minimum ratio
2.44%
3.25%
Countercyclical leverage ratio buffer
(1)
0.3%
0.3%
Total
2.74%
3.55%
(1)
The countercyclical leverage ratio buffer is set at 35% of NWM Plc’s CCyB.
Liquidity ratio
NWM Plc has a minimum LCR requirement under the PRA framework of 100%.
Measurement
Capital, RWAs and leverage
The table below sets out the key capital and leverage metrics in accordance with current PRA rules.
2025
2024
Capital adequacy ratios
%
%
CET1
18.4
18.2
Tier 1
23.0
24.3
Total
26.0
27.8
Total MREL
45.6
48.2
Capital
£m
£m
CET1
3,952
3,779
Tier 1
4,926
5,067
Total
5,576
5,779
Total MREL
(1)
9,787
10,038
RWAs
Credit risk
10,447
8,908
Counterparty credit risk
5,868
5,797
Market risk
3,431
5,105
Operational risk
1,711
1,002
Total RWAs
21,457
20,812
(1)
Includes senior debt instruments issued to NatWest Group plc with a regulatory value of £4.2 billion (2024 - £4.3 billion).
Leverage
2025
2024
Tier 1 capital (£m)
4,926
5,067
Leverage exposure (£m)
(1)
97,880
92,859
Leverage ratio (%)
5.0
5.5
(1)
Leverage exposure is broadly aligned to the accounting value of on and off-balance sheet exposures, subject to specific adjustments for derivatives, securities financing positions and off-
balance sheet exposures.
Risk and capital management continued
Capital, liquidity and funding risk continued
NWM Group
Annual Report and Accounts 2025
35
Leverage exposure
The leverage metrics for UK entities are calculated in accordance with the Leverage ratio (CRR) part of the PRA Rulebook.
2025
2024
Leverage
£m
£m
Cash and balances at central banks
9,357
11,069
Trading assets
22,087
26,186
Derivatives
57,793
74,982
Financial assets
43,722
37,408
Other assets
3,329
3,292
Total assets
136,288
152,937
Derivatives
- netting and variation margin
(54,908)
(72,159)
- potential future exposures
16,778
15,093
Securities financing transactions gross up
2,759
1,959
Other off balance sheet items
9,267
8,638
Regulatory deductions and other adjustments
(2,643)
(2,266)
Exclusion of core UK-group exposures
(317)
(288)
Claims on central banks
(9,344)
(11,055)
Leverage exposure
97,880
92,859
Liquidity portfolio
The liquidity portfolio comprises of both HQLA managed in the Treasury owned Liquid Asset Buffer (LAB) and other eligible
unencumbered HQLA arising in the entity, all of which are under the control of the NatWest Markets Treasurer.
The table below
shows the composition of the liquidity portfolio with primary liquidity aligned to high-quality liquid assets on a regulatory LCR basis.
Secondary liquidity comprises of assets which are eligible as collateral for local central bank liquidity facilities and do not form part of
the LCR eligible high-quality liquid assets. High-quality liquid assets cover both Pillar 1 and Pillar 2 risks.
Liquidity value
31 December
31 December
2025
2024
£m
£m
Cash and balances at central banks
9,238
10,965
High quality government/MDB/PSE and GSE bonds
(1)
10,133
8,962
Extremely high quality covered bonds
-
-
LCR Level 1 eligible assets
19,371
19,927
LCR Level 2 eligible assets
(2)
783
1,031
Primary liquidity (HQLA)
(3)
20,154
20,958
Secondary liquidity
(4)
-
30
Total liquidity value
20,154
20,988
Average LCR (%)
198
192
(1)
Multilateral development bank abbreviated to MDB, public sector entities abbreviated to PSE and government sponsored entities abbreviated to GSE.
(2)
Includes Level 2A and Level 2B.
(3)
High-quality liquid assets abbreviated to HQLA.
(4)
Comprises assets eligible for discounting at the Bank of England and other central banks which do not form part of the LCR high-quality liquid assets.
The table below shows the liquidity value of the liquidity portfolio by currency.
GBP
USD
EUR
Other
Total
Total liquidity portfolio
£m
£m
£m
£m
£m
2025
11,747
3,981
3,642
784
20,154
2024
11,667
3,353
4,996
972
20,988
Risk and capital management continued
Capital, liquidity and funding risk continued
NWM Group
Annual Report and Accounts 2025
36
Funding sources (audited)
The table below shows NWM Group’s carrying values of the principal funding sources based on contractual maturity.
 
2025
2024
 
Short-term
Long-term
 
Short-term
Long-term
 
 
less than
more than
 
less than
more than
 
 
1 year
1 year
Total
1 year
1 year
Total
 
£m
£m
£m
£m
£m
£m
Bank deposits
2,140
6,361
8,501
4,056
509
4,565
of which: repos (amortised cost)
611
5,445
6,056
2,487
-
2,487
Customer deposits
6,100
1,061
7,161
4,784
56
4,840
of which: repos (amortised cost)
150
1,043
1,193
482
-
482
Trading liabilities
(1)
           
Repos
(2)
26,168
2,410
28,578
29,752
810
30,562
Derivative cash collateral received
11,792
-
11,792
12,307
-
12,307
Other bank and customer deposits
454
285
739
627
268
895
Debt securities in issue
28
206
234
20
237
257
 
38,442
2,901
41,343
42,706
1,315
44,021
Other financial liabilities
           
Customer deposits (designated at fair value)
836
1,476
2,312
221
1,316
1,537
Debt securities in issue
           
Commercial paper and certificates of deposits
4,955
683
5,638
7,228
377
7,605
Medium term notes (MTNs)
7,510
19,722
27,232
7,548
14,304
21,852
Subordinated liabilities
17
254
271
-
269
269
 
13,318
22,135
35,453
14,997
16,266
31,263
Amounts due to holding company and
           
fellow subsidiaries
(3)
           
Internal MREL
759
3,564
4,323
929
3,429
4,358
Other bank and customer deposits
589
-
589
1,204
-
1,204
Subordinated liabilities
-
1,066
1,066
-
1,115
1,115
 
1,348
4,630
5,978
2,133
4,544
6,677
Total funding
61,348
37,088
98,436
68,676
22,690
91,366
Of which: available in resolution
(4)
   
4,885
   
4,813
(1)
Funding sources excludes short positions of £7,504 million (2024 - £10,491 million) reflected as trading liabilities on the balance sheet.
(2)
Comprises Central and other bank repos of £8,152 million (2024 - £7,174 million), other financial institution repos of £18,042 million (2024 - £20,398 million) and other corporate repos of
£2,384 million (2024 - £2,990 million).
(3)
Amounts due to holding company and fellow subsidiaries relating to non-financial instruments of £90 million (2024 - £94 million) have been excluded from the table.
(4)
Eligible liabilities (as defined in the Banking Act 2009 as amended from time to time) that meet the eligibility criteria set out in the regulations, rules, policies, guidelines, or statements of
the Bank of England. In July 2025, the Bank of England finalised MREL policy changes requiring firms to use full accounting values for eligible liabilities, with the new rules taking effect on
1 January 2026.
Risk and capital management continued
Capital, liquidity and funding risk continued
NWM Group
Annual Report and Accounts 2025
37
Senior notes and subordinated liabilities - residual maturity profile by instrument type (audited)
The table below shows NWM Group’s debt securities in issue, subordinated liabilities and internal resolution instruments by residual
maturity.
Trading
liabilities
Other financial liabilities
Debt securities
Amounts due to holding company and fellow
in issue
Debt securities in issue
 
subsidiaries
Commercial
Subordinated
Subordinated
Total notes
MTNs
paper and CDs
MTNs
liabilities
Total
Internal MREL
liabilities
in issue
2025
£m
£m
£m
£m
£m
£m
£m
£m
Less than 1 year
28
4,955
7,510
17
12,482
759
-
13,269
1-3 years
1
683
11,097
-
11,780
1,799
-
13,580
3-5 years
73
-
8,042
-
8,042
1,765
1,066
10,946
More than 5 years
132
-
583
254
837
-
-
969
Total
234
5,638
27,232
271
33,141
4,323
1,066
38,764
2024
Less than 1 year
20
7,228
7,548
-
14,776
929
-
15,725
1-3 years
35
377
9,959
-
10,336
1,751
-
12,122
3-5 years
42
-
3,652
-
3,652
1,678
987
6,359
More than 5 years
160
-
693
269
962
-
128
1,250
Total
257
7,605
21,852
269
29,726
4,358
1,115
35,456
The table below shows the currency breakdown of total notes in issue.
GBP
USD
EUR
Other
Total
2025
£m
£m
£m
£m
£m
Commercial paper and CDs
1,129
479
4,030
-
5,638
MTNs
2,106
7,308
14,926
3,126
27,466
External subordinated liabilities
18
16
237
-
271
Internal MREL due to NatWest Group plc
493
2,395
1,435
-
4,323
Subordinated liabilities due to NatWest Group plc
-
1,066
-
-
1,066
Total
3,746
11,264
20,628
3,126
38,764
2024 total
4,785
11,135
16,606
2,930
35,456
Risk and capital management continued
NWM Group
Annual Report and Accounts 2025
38
Credit risk
Definition (audited)
Credit risk is the risk that customers, counterparties or issuers fail
to meet a contractual obligation to settle outstanding amounts.
Sources of risk (audited)
The principal sources of credit risk for NWM Group are lending,
off-balance sheet products, derivatives and securities financing,
debt securities, and settlement risk through trading activities.
Key developments in 2025 (audited)
The credit profile remained stable and NWM Group has yet to
see signs of financial stress materially affect customers’ ability
to repay.
Current and potential credit exposure increased in the context
of planned business growth.
Governance (audited)
Risk governance for credit risk is in line with the approach outlined
in the Risk management framework section.
Risk appetite
Risk appetite for credit risk is in line with the approach outlined in
the Risk management framework section.
Identification and measurement
Risks are identified through relationship management and credit
stewardship of customers and portfolios. Credit stewardship takes
place throughout the customer relationship, beginning with the
initial approval. It includes the application of credit assessment
standards, credit risk mitigation, ensuring that credit
documentation is complete and appropriate, carrying out regular
portfolio or customer reviews and problem debt identification and
management.
Assessment and monitoring
Customers, which includes businesses corporates, banks and
other financial institutions, are typically managed on an individual
basis. Customers are aggregated as a single risk when sufficiently
interconnected to the extent that a failure of one could lead to the
failure of another.
A risk-based credit assessment is carried out before taking credit
risk. The assessment process depends on the complexity of the
transaction.
For lower-risk transactions below specific thresholds, credit
decisions can be approved through a combination of fully
automated or relationship manager self-sanctioning within the
business. Higher-risk and larger transactions involve more
analysis that can include on-site due diligence. The credit process
is facilitated through an auto-decision making system, which
utilises scorecards, strategies and policy rules.
Credit quality and loss given default (LGD) are reviewed annually.
The review process assesses borrower performance, the
adequacy of security, compliance with terms and conditions, and
refinancing risk.
Mitigation
Mitigation techniques outlined in the credit risk toolkits and
transactional acceptance standards are applied in managing
credit portfolios across NWM Group. These techniques mitigate
credit concentrations related to individual customers, borrower
groups or a collection of related borrowers. Where possible,
customer credit balances are netted against obligations. Mitigation
tools may involve structuring security interests in physical or
financial assets, using credit derivatives such as credit default
swaps, credit-linked debt instruments and securitisation
structures, and utilising guarantees or similar instruments
(including credit insurance) from related and third parties.
Problem debt management
When stress or financial difficulties are identified, NWM Group
collaborates closely with customers to support them.
NWM Group uses a range of early warning indicators to identify
customers that may be exposed to emerging risks, including
financial stress, allowing for increased monitoring where
necessary. Early warning indicators may be internal, such as a
customer’s bank account activity, or external, such as the share
price of a publicly listed customer. When these indicators suggest
that a customer is experiencing potential or actual difficulty, or if
relationship managers or credit officers observe other signs of
financial difficulty, the customer may be classified within the
Wholesale Problem Debt Management framework.
Wholesale Problem Debt Management framework
This framework is designed to provide early identification of credit
deterioration, support intelligent risk-taking, ensure fair and
consistent customer outcomes and provide key insights into
customer lending portfolios.
Customer Lending Support
Customer Lending Support is a centre of expertise that provides
support to customers in financial stress.
Forbearance (audited)
Forbearance occurs when a concession is made on the
contractual terms of a debt in response to a customer’s financial
difficulties.
The aim of forbearance is to help the customer regain financial
stability while reducing risk. To ensure that forbearance is
appropriate for the customer, minimum standards are applied
when assessing, recording, monitoring and reporting forbearance.
Forbearance may involve covenant waivers, amendments to
margins, payment concessions and loan rescheduling (including
extensions in contractual maturity), capitalisation of arrears, and
debt forgiveness or debt-for-equity swaps.
Customer probability of default (PD) and facility LGD are
reassessed prior to finalising any forbearance arrangement. The
ultimate outcome of a forbearance strategy is highly dependent
on the co-operation of the borrower and a viable business or
repayment outcome. If forbearance becomes unsuitable or is
unsuccessful, NWM Group may pursue repayment, enforcement
of security or insolvency proceedings, although these are options
of last resort.
IFRS 9 models
IFRS 9 models provide PD, exposure at default (EAD) and LGD for
the purpose of calculating expected credit loss (ECL).
Model build
Risk ranking is normally the same as for internal ratings based
(IRB) models to maintain consistency in risk measurement.
Economic drivers are incorporated, normally by using stress
models. Term structures are used to assess the risk of loss
beyond 12 months that will affect lifetime loss for exposures which
have significantly deteriorated (Stage 2) or defaulted (Stage 3).
Risk and capital management continued
Credit risk continued
NWM Group
Annual Report and Accounts 2025
39
Model application
Model application involves selecting forward-looking economic
scenarios and assigning appropriate probability weights.
Model design principles
The modelling of ECL under IFRS 9 adopts the standard approach
of breaking down credit loss estimation into its component parts
of PD, LGD and EAD. To comply with IFRS 9, these model
parameters are designed with the following characteristics:
Unbiased – provide a best estimate.
Point-in-time – reflecting current economic conditions as
opposed to through-the-cycle.
Economic forecasts – IFRS 9 PD estimates and, where
appropriate, EAD and LGD estimates reflecting economic
forecasts.
Lifetime measurement – parameters are provided as multi-
period term structures up to behavioural lifetimes.
PD
PD models use a point-in-time/through-the-cycle framework to
provide point-in-time estimates that reflect economic conditions at
the reporting date. A key driver is the score from related IRB PD
models, with economic forecasts incorporated through the stress
models.
LGD
Economic forecasts are incorporated into LGD estimates using the
existing point-in-time/through-the-cycle framework. However, for
some portfolios, including low-default, sovereigns and banks, there
is insufficient loss data to substantiate estimates that vary with
economic conditions.
EAD
EAD values rely on product-specific credit conversion factors
(CCFs), closely mirroring the product segmentation and approach
of the respective IRB model, but without conservative or downturn
assumptions. These CCFs are estimated over multi-year time
horizons.
Economic drivers (audited)
Introduction
The portfolio segmentation and selection of economic drivers for
IFRS 9 follows the approach used in stress testing. The stress
models for each portfolio segment (defined by product or asset
class and where relevant, industry sector and region) are based
on a selected, small number of economic variables that best
explain the movements in portfolio loss rates. The process to
select economic drivers uses empirical analysis and expert
judgement.
The most significant economic drivers for material portfolios
include stock indices, gross domestic product (GDP) and interest
rates.
Economic scenarios
At 31 December 2025, the range of anticipated future economic
conditions was defined by a set of four internally developed
scenarios and their respective probabilities. In addition to the base
case, they comprised upside, downside and extreme downside
scenarios.
For 31 December 2025, the four scenarios were deemed
appropriate in capturing the uncertainty in economic forecasts
and the non-linearity in outcomes under different scenarios. These
four scenarios were developed to provide sufficient coverage to
current risks faced by the economy and consider varying
outcomes across the labour market, inflation, interest rate, asset
price and economic growth, around which there remains
pronounced levels of uncertainty.
Since 31 December 2024, the near-term economic growth
outlook weakened, with growth in the second half of 2025 losing
momentum. Inflation rose to nearly double the target level of 2%
in 2025, with underlying price pressures remaining firm. However,
there are tentative signs of easing inflationary pressures and
inflation is assumed to fall back close to the target by the end of
2026. The peak unemployment rate is higher than at 31
December 2024. The unemployment rate is assumed to continue
to rise in the near-term, albeit at a slower pace. The Bank of
England is expected to continue cutting interest rates in a
‘gradual and careful’ manner with an assumed terminal rate in
the base case of 3.25%, marginally lower compared to 3.5%
assumed at 31 December 2024. Housing market activities
remained resilient in 2025, with prices expected to grow modestly.
Risk and capital management continued
Credit risk continued
NWM Group
Annual Report and Accounts 2025
40
High-level narrative – potential developments, vulnerabilities and risks
 
Outperformance sustained
– above trend growth as consumer sentiment recovers
Upside
 
Steady growth
– staying close to trend pace
Base case
Growth
Stalling
– cautious consumer and policy uncertainty weighs on activity
Downside
 
Extreme stress
– extreme fall in GDP, with policy support to facilitate sharp recovery
Extreme downside
 
Sticky
– strong growth and/or wage policies keep services inflation above target in medium
Upside
term
 
 
Inflation
Battle won
– beyond near-term volatility, services inflation continues to ease, 2% target is
Base case
 
met on a sustained basis
 
 
Slow
– above target inflation in 2026 but swiftly falls to lower levels
Downside
 
Close to deflation
– inflationary pressures diminish amidst pronounced weakness in demand
Extreme downside
 
Recovery
– job growth rebounds strongly, reversing much of the recent rise in
Upside
unemployment rate
 
 
Labour market
Cooling continues
– gradual loosening continues into 2026, before improving
Base case
 
Job shedding
– redundancies, reduced hours, building slack
Downside
 
Depression
– unemployment hits levels close to previous peaks amid severe stress
Extreme downside
 
Limited cuts
– higher growth and inflation keep the Monetary Policy Committee cautious
Upside
Steady
– rate cutting cycle largely done, two further rate cuts
Base case
 
Rates short-term
Supportive
– sharp declines to support recovery
Downside
 
Sharp drop
– drastic easing in policy to support a sharp deterioration in the economy
Extreme downside
 
Above consensus
– 4%
Upside
Rates long-term
Middle
– 3.25%
Base case
 
Low
– 2.5% and below
Downside/Extreme
   
downside
Main macroeconomic variables
The main macroeconomic variables for each of the four scenarios used for ECL modelling are set out in the table below.
 
2025
2024
       
Extreme
Weighted
     
Extreme
Weighted
 
Upside
Base case
Downside
downside
average
Upside
Base case
Downside
downside
average
Five-year summary
%
%
%
%
%
%
%
%
%
%
GDP
2.1
1.4
0.5
0.1
1.2
2.0
1.3
0.5
(0.2)
1.1
Bank of England base rate
4.0
3.5
2.6
1.4
3.2
4.4
4.0
3.0
1.6
3.6
Stock price index
6.2
4.8
2.8
1.1
4.3
6.3
5.0
3.4
1.1
4.5
World GDP
3.7
3.1
2.5
2.2
3.0
3.8
3.2
2.5
1.6
3.0
Probability weight
22.4
45.0
19.5
13.1
 
23.2
45.0
19.1
12.7
 
(1)
The five-year summary runs from 2025-2029 for 31 December 2025 and from 2024-2028 for 31 December 2024.
(2)
The table shows average levels for the Bank of England base rate and Q4 to Q4 compound annual growth rate for the other parameters.
Probability weightings of scenarios
NWM Group applies a quantitative approach for IFRS 9 multiple
economic scenarios by selecting specific discrete scenarios that
represent the range of risks in the economic outlook and
assigning appropriate probability weights.
The approach involves comparing GDP paths for NWM Group’s
scenarios against a set of 1,000 model simulations to determine
the percentile in the distribution that aligns most closely with each
scenario. The probability weight for the base case is determined
first using judgement, while probability weights for the alternative
scenarios are then assigned based on these percentiles scores.
The weights were broadly comparable to those used at 31
December 2024 but with slightly more downside skew. The
assigned probability weights were judged to be aligned with the
subjective assessment of balance of the risks in the economy.
Given the balance of risks that the economies in which NWM
Group operates are exposed to, NWM Group judges it appropriate
that downside-biased scenarios have higher combined probability
weights than the upside-biased scenario. It presents good
coverage to the range of outcomes assumed in the scenarios,
including the potential for a robust recovery on the upside and
exceptionally challenging outcomes on the downside. A 22.4%
weighting was applied to the upside scenario, a 45.0% weighting
applied to the base case scenario, a 19.5% weighting applied to
the downside scenario and a 13.1% weighting applied to the
extreme downside scenario.
Risk and capital management continued
Credit risk continued
NWM Group
Annual Report and Accounts 2025
41
Annual figures
       
Base
Extreme
Weighted
Upside
case
Downside
downside
average
GDP - annual growth
%
%
%
%
%
2025
1.4
1.4
1.4
1.4
1.4
2026
1.9
1.0
0.3
(3.7)
0.5
2027
3.2
1.5
(0.6)
(0.2)
1.3
2028
2.3
1.4
0.2
1.4
1.4
2029
1.6
1.4
1.4
1.4
1.5
2030
1.6
1.4
1.7
1.4
1.5
Bank of England base rate - annual average
2025
4.24
4.24
4.24
4.24
4.24
2026
4.00
3.52
2.94
1.14
3.20
2027
4.00
3.25
2.00
0.17
2.77
2028
4.00
3.25
2.00
0.39
2.80
2029
4.00
3.25
2.00
1.02
2.88
2030
4.00
3.25
2.15
1.82
3.02
Stock price index - four quarter change
2025
11.1
11.1
11.1
11.1
11.1
2026
8.1
3.3
(16.0)
(52.9)
(6.7)
2027
5.1
3.3
7.2
33.9
6.5
2028
3.5
3.3
7.2
25.3
5.9
2029
3.5
3.3
7.2
20.2
5.7
2030
3.0
3.3
7.2
16.8
5.5
Worst points
     
2025
2024
Extreme
Weighted
Extreme
Weighted
Downside
downside
average
Downside
downside
average
%
Quarter
%
Quarter
%
%
Quarter
%
Quarter
%
GDP
-
Q4 2027
(3.8)
Q4 2026
-
-
Q1 2024
(4.1)
Q4 2025
-
Bank of England base rate
- extreme level
2.0
Q1 2025
0.1
Q1 2025
2.8
2.0
Q1 2024
0.1
Q1 2024
2.9
Stock price index
(6.7)
Q4 2026
(47.7)
Q4 2026
-
(0.2)
Q4 2025
(27.4)
Q4 2025
-
(1)
The figures show falls relative to the starting period for GDP and stock price index. For the Bank of England base rate, it shows highest or lowest value through the horizon. The
calculations are performed over five years, with a starting point of Q4 2024 for 31 December 2025 scenarios and Q4 2023 for 31 December 2024 scenarios.
Impairment, provisioning and write-offs (audited)
In the overall assessment of credit risk, impairment provisioning
and write-offs are used as key indicators of credit quality.
Significant increase in credit risk (SICR)
Defaulted exposures are classified in Stage 3 and subject to
lifetime ECL measurement. Remaining exposures are assessed for
SICR since initial recognition. Where exposures are identified with
SICR, they are classified in Stage 2 and assessed using a lifetime
ECL measurement. Exposures not considered deteriorated are
assessed with a 12-month ECL. NWM Group applies a framework
to identify deterioration, primarily based on changes in lifetime PD,
supported by additional qualitative high-risk backstops.
IFRS 9 lifetime PD assessment (the primary driver) – relies on
measuring the relative deterioration in forward-looking lifetime
PD and is assessed monthly. SICR is determined by comparing
the residual lifetime PD at the balance sheet date with the
lifetime PD at the date of initial recognition (DOIR). If the
current lifetime PD exceeds the origination PD by more than a
defined threshold, SICR is assumed to have occurred and the
exposure moved into Stage 2 for a lifetime ECL assessment. A
doubling of PD would indicate a SICR, subject to a minimum
PD uplift of 0.1%.
Qualitative high-risk backstop assessment – supplements the
PD assessment to evaluate whether significant deterioration in
lifetime risk of default occurred. This included the mandatory
30+ days past due backstop, as prescribed by IFRS 9
guidance, as well as other elements such as forbearance
support and exposures managed within the Wholesale
Problem Debt framework.
Risk and capital management continued
Credit risk continued
NWM Group
Annual Report and Accounts 2025
42
Lifetime
The definitions of initial recognition and asset lifetime are
important considerations when determining the amount of lifetime
losses to be applied.
Initial recognition refers to the date that a transaction (or
account) is first recognised on the balance sheet, with the PD
at that point serving as the basis for subsequent
determination of SICR, as detailed above.
For asset lifetime, the approach is aligned with IFRS 9
requirements:
o
Term lending – the contractual maturity date is used and
adjusted for behavioural trends where applicable, such as
expected prepayment and amortisation.
o
Revolving facilities – asset duration is based on annual
customer review schedules and would be set to the next
review date.
Governance (audited)
The IFRS 9 PD, EAD and LGD models are subject to NatWest
Group’s model risk policy, which stipulates periodic model
monitoring and re-validation and defines approval procedures and
authorities according to model materiality. Post model
adjustments are applied where management deemed them
necessary to ensure an adequate level of overall ECL provision.
All post model adjustments undergo review, challenge and
approval by the relevant model or provisioning committees.
Post model adjustments will remain a key focus area of NWM
Group’s ongoing ECL adequacy assessment process. A
comprehensive framework has been established that incorporates
analysis of diverse economic data, external benchmarks and
portfolio performance trends with a particular focus on segments
that may be more susceptible to specific risk factors.
For 2025, the economic uncertainty post model adjustment
remained at £10 million (2024 – £10 million) with £7 million in
Stage 1 and £3 million in Stage 2 (2024 – £8 million (Stage 1) and
£2 million (Stage 2)).
Measurement uncertainty and ECL sensitivity analysis
(audited)
The recognition and measurement of ECL is complex and requires
significant judgement and estimation, especially during times of
economic volatility and uncertainty. This includes the formulation
and incorporation of multiple forward-looking economic conditions
into ECL to meet the measurement objectives of IFRS 9. The ECL
provision is sensitive to the model inputs and economic
assumptions used in the estimation.
Simulations were conducted to assess the impact of various
economic scenarios, including base case, upside, downside and
extreme downside scenarios. The potential ECL impacts reflected
the simulated impact as at 31 December 2025.
In the simulations, NWM Group assumed that the economic macro
variables associated with each scenario would replace the existing
base case economic assumptions, giving them a 100% probability
weighting and therefore serving as a single economic scenario.
These scenarios were applied to all modelled portfolios in the
table, with the simulation affecting both PDs and LGDs. Post
model adjustments included in the ECL estimates were adjusted in
line with the modelled ECL movements. However, adjustments
that were judgemental in nature, such as those for deferred
model calibrations and economic uncertainty, were not
automatically recalculated. Instead, they will be re-evaluated by
management through ECL governance for any new economic
scenario outlook.
As expected, the scenarios created varying impacts on ECL by
portfolio, and these impacts were deemed reasonable.
The simulations assumed that existing modelled relationships
between key economic variables and drivers would hold.
However, in practice, other factors such as potential changes in
customer behaviour and policy changes could also impact the
wider availability of credit.
The focus of the simulations was on ECL provisioning
requirements for performing exposures in Stage 1 and Stage 2.
The simulations were run on a stand-alone basis and were
independent of each other. Scenario impacts on SICR were
considered when evaluating the ECL movements of Stage 1 and
Stage 2. In all scenarios, the total exposure remained the same,
but exposure by stage varied.
Stage 3 provisions are not subject to the same level of
measurement uncertainty, as default is an observed event as at
the balance sheet date and defaulted LGD is typically more
impacted by borrower specific factors rather than economics.
Therefore, Stage 3 provisions were not considered in this analysis.
NWM Group’s core criterion for identifying a SICR is based on PD
deterioration. Under the simulations, changes in PDs resulted in
exposures moving between Stage 1 and Stage 2, contributing to
the ECL impact.
         
Moderate
Moderate
Extreme
upside
downside
downside
31 December 2025
Actual
Base scenario
scenario
Scenario
scenario
Stage 1 modelled loans (£m)
23,961
24,006
24,006
23,960
23,300
Stage 1 modelled ECL (£m)
28
23
22
30
58
Stage 1 coverage (%)
0.12%
0.10%
0.09%
0.13%
0.25%
Stage 2 modelled loans (£m)
226
181
181
227
887
Stage 2 modelled ECL (£m)
8
8
6
8
18
Stage 2 coverage (%)
3.54%
4.42%
3.31%
3.52%
2.03%
Stage 1 and Stage 2 modelled loans (£m)
24,187
24,187
24,187
24,187
24,187
Stage 1 and Stage 2 modelled ECL (£m)
36
31
28
38
76
Stage 1 and Stage 2 coverage (%)
0.15%
0.13%
0.12%
0.16%
0.31%
Variance – (lower)/higher to actual total Stage 1 and Stage 2 ECL (£m)
-
(5)
(8)
2
40
Reconciliation to Stage 1 and Stage 2 flow exposures (£m)
Modelled loans
24,187
24,187
24,187
24,187
24,187
Other asset classes
33,134
33,134
33,134
33,134
33,134
(1)
Reflects ECL for all modelled exposure in scope for IFRS 9. The analysis excludes non-modelled portfolios and exposure relating to bonds and cash.
(2)
All simulations are run on a stand-alone basis and are independent of each other, with the potential ECL impact reflecting the simulated impact as at 31 December 2025. The simulations
change the composition of Stage 1 and Stage 2 exposure, but total exposure was unchanged under each scenario as the loan population was static.
(3)
Refer to the Economic drivers section for details of economic scenarios.
(4)
Refer to the NWM Group 2024 Annual Report and Accounts for 2024 comparatives.
Risk and capital management continued
NWM Group
Annual Report and Accounts 2025
43
Credit risk – Trading activities
This section details the credit risk profile of NWM Group's trading activities.
Securities financing transactions and collateral (audited)
The table below shows securities financing transactions in NWM Group. Balance sheet captions include balances held at all
classifications under IFRS.
 
Reverse repos
Repos
   
Of which:
Outside
 
Of which:
Outside
   
can be
netting
 
can be
netting
 
Total
offset
arrangements
Total
offset
arrangements
2025
£m
£m
£m
£m
£m
£m
Gross
48,581
48,525
56
52,956
50,897
2,059
IFRS offset
(17,129)
(17,129)
-
(17,129)
(17,129)
-
Carrying value
31,452
31,396
56
35,827
33,768
2,059
Master netting arrangements
(474)
(474)
-
(474)
(474)
-
Securities collateral
(30,669)
(30,669)
-
(33,294)
(33,294)
-
Potential for offset not recognised under IFRS
(31,143)
(31,143)
-
(33,768)
(33,768)
-
Net
309
253
56
2,059
-
2,059
2024
           
Gross
45,774
45,734
40
48,705
48,002
703
IFRS offset
(15,174)
(15,174)
-
(15,174)
(15,174)
-
Carrying value
30,600
30,560
40
33,531
32,828
703
Master netting arrangements
(1,549)
(1,549)
-
(1,549)
(1,549)
-
Securities collateral
(28,799)
(28,799)
-
(31,279)
(31,279)
-
Potential for offset not recognised under IFRS
(30,348)
(30,348)
-
(32,828)
(32,828)
-
Net
252
212
40
703
-
703
Debt securities (audited)
The table below shows debt securities held at mandatory fair value through profit or loss by issuer as well as ratings based on the
lowest of Standard & Poor’s, Moody’s and Fitch.
 
Central and local government
     
       
Financial
   
 
UK
US
Other
institutions
Corporate
Total
2025
£m
£m
£m
£m
£m
£m
AAA
-
-
1,505
654
-
2,159
AA to AA+
-
4,153
257
309
18
4,737
A to AA-
1,808
-
1,481
596
215
4,100
BBB- to A-
-
-
892
256
384
1,532
Non-investment grade
-
-
-
11
50
61
Total
1,808
4,153
4,135
1,826
667
12,589
2024
           
AAA
-
-
1,335
1,368
-
2,703
AA to AA+
-
3,734
74
569
2
4,379
A to AA-
2,077
-
1,266
381
519
4,243
BBB- to A-
-
-
831
562
885
2,278
Non-investment grade
-
-
-
108
167
275
Total
2,077
3,734
3,506
2,988
1,573
13,878
Risk and capital management continued
Credit risk – Trading activities continued
NWM Group
Annual Report and Accounts 2025
44
Derivatives (audited)
The table below shows third party derivatives by type of contract. The master netting agreements and collateral shown do not result
in a net presentation on the balance sheet under IFRS.
 
2025
2024
 
Notional
           
 
GBP
USD
EUR
Other
Total
Assets
Liabilities
Notional
Assets
Liabilities
 
£bn
£bn
£bn
£bn
£bn
£m
£m
£bn
£m
£m
Gross exposure
         
62,981
56,370
 
79,894
74,421
IFRS offset
         
(2,537)
(2,537)
 
(2,727)
(2,727)
Carrying value
3,025
3,494
6,243
1,156
13,918
60,444
53,833
13,007
77,167
71,694
Of which:
                   
Interest rate
(1)
2,702
1,997
5,617
192
10,508
32,623
26,689
9,740
36,582
31,276
Exchange rate
321
1,491
619
964
3,395
27,755
26,973
3,254
40,474
40,183
Credit
2
6
7
-
15
66
171
13
111
235
Equity and commodity
-
-
-
-
-
-
-
-
-
-
Carrying value
       
13,918
60,444
53,833
13,007
77,167
71,694
Counterparty mark-to-market
netting
         
(45,877)
(45,877)
 
(61,531)
(61,531)
Cash collateral
         
(9,104)
(4,241)
 
(9,815)
(5,797)
Securities collateral
         
(3,169)
(1,256)
 
(3,396)
(896)
Net exposure
         
2,294
2,459
 
2,425
3,470
Banks
(2)
         
90
220
 
204
342
Other financial institutions
(3)
         
1,502
1,119
 
1,424
1,443
Corporate
(4)
         
669
1,098
 
764
1,653
Government
(5)
         
33
22
 
33
32
Net exposure
         
2,294
2,459
 
2,425
3,470
UK
         
1,090
1,500
 
1,041
1,744
Europe
         
693
588
 
874
977
US
         
437
283
 
443
605
RoW
         
74
88
 
67
144
Net exposure
         
2,294
2,459
 
2,425
3,470
Asset quality of
                   
uncollateralised
derivative assets
                   
AQ1-AQ4
         
1,856
   
2,028
 
AQ5-AQ8
         
435
   
394
 
AQ9-AQ10
         
3
   
3
 
Net exposure
         
2,294
   
2,425
 
(1)
The notional amount of interest rate derivatives includes £8,191 billion (2024 – £6,733 billion) in respect of contracts cleared through central clearing counterparties.
(2)
Transactions with certain counterparties with which NWM Group has netting arrangements but collateral is not posted on a daily basis; certain transactions with specific terms that may
not fall within netting and collateral arrangements; derivative positions in certain jurisdictions where the collateral agreements are not deemed to be legally enforceable.
(3)
Includes transactions with securitisation vehicles and funds where collateral posting is contingent on NWM Group’s external rating.
(4)
Mainly large corporates with which NWM Group may have netting arrangements in place with no collateral posting.
(5)
Sovereigns and supranational entities with no collateral arrangements, collateral arrangements that are not considered enforceable, or one-way collateral agreements in their favour.
Risk and capital management continued
NWM Group
Annual Report and Accounts 2025
45
Credit risk – Banking activities
Introduction
This section details the credit risk profile of NWM Group’s banking activities. Refer to Accounting policy 3.11 and Note 14 to the
consolidated financial statements for policies and critical judgements relating to impairment loss determination.
Financial instruments within the scope of the IFRS 9 ECL framework (audited)
Refer to Note 9 to the consolidated financial statements for balance sheet analysis of financial assets that are classified as amortised
cost or fair value through other comprehensive income (FVOCI), the starting point for IFRS 9 ECL framework assessment.
Financial assets
 
31 December 2025
31 December 2024
 
Gross
ECL
Net
Gross
ECL
Net
 
£bn
£bn
£bn
£bn
£bn
£bn
Balance sheet total gross amortised cost and FVOCI
60.4
   
55.2
   
In scope of IFRS 9 ECL framework
59.6
   
53.1
   
% in scope
99%
   
96%
   
Loans to customers - in scope - amortised cost
23.5
-
23.5
18.0
-
18.0
Loans to customers - in scope - FVOCI
0.1
-
0.1
-
-
-
Loans to banks - in scope - amortised cost
1.1
-
1.1
1.1
-
1.1
Total loans - in scope
24.7
-
24.7
19.1
-
19.1
Stage 1
24.5
-
24.5
18.7
-
18.7
Stage 2
0.2
-
0.2
0.4
-
0.4
Stage 3
-
-
-
-
-
-
Other financial assets - in scope - amortised cost
28.7
-
28.7
29.4
-
29.4
Other financial assets - in scope - FVOCI
6.2
-
6.2
4.6
-
4.6
Total other financial assets - in scope
34.9
-
34.9
34.0
-
34.0
Stage 1
34.9
-
34.9
34.0
-
34.0
Out of scope of IFRS 9 ECL framework
0.8
na
0.8
2.1
na
2.1
Loans to banks - out of scope - amortised cost
0.1
na
0.1
-
na
-
Other financial assets - out of scope - amortised cost
0.6
na
0.6
2.1
na
2.1
Other financial assets - out of scope - FVOCI
0.1
na
0.1
-
na
-
na = not applicable
The assets outside the scope of IFRS 9 ECL framework were as
follows:
Settlement balances, items in the course of collection, cash
balances and other non-credit risk assets of £0.7 billion (2024
– £2.1 billion). These were assessed as having no ECL unless
there was evidence that they were defaulted.
Equity shares of £0.1 billion (2024 – £0.1 billion) as not within
the IFRS 9 ECL framework by definition.
Fair value adjustments on loans and debt securities hedged
by interest rate swaps, where the underlying loan was within
the IFRS 9 ECL scope of nil (2024 – nil).
In-scope assets also include an additional £0.2 billion (2024 – £0.3
billion) of inter-Group assets not shown in the table above.
Contingent liabilities and commitments
Total contingent liabilities (including financial guarantees) and
commitments within IFRS 9 ECL scope of £15.8 billion (2024 –
£14.8 billion) comprised Stage 1 £15.3 billion (2024 – £14.3
billion); Stage 2 £0.5 billion (2024 – £0.5 billion); and Stage 3 nil
(2024 – nil).
Risk and capital management continued
Credit risk – Banking activities continued
NWM Group
Annual Report and Accounts 2025
46
Sector analysis – portfolio summary (audited)
The table below shows financial assets and off-balance sheet exposures gross of ECL and related ECL provisions, impairment by
sector, asset quality and geographical region based on the country of operation of the customer. The tables below report only third-
party exposures and related ECL provisions, charges and write-offs.
Corporate
Financial
and other
institutions (1)
Sovereign
Total
2025
£m
£m
£m
£m
Loans by geography
1,044
23,407
292
24,743
- UK
295
8,875
-
9,170
- Other Europe
686
5,431
242
6,359
- RoW
63
9,101
50
9,214
Loans by stage and asset quality
1,044
23,407
292
24,743
Stage 1
893
23,322
292
24,507
- AQ1-AQ4
294
20,866
292
21,452
- AQ5-AQ8
599
2,456
-
3,055
Stage 2
129
85
-
214
- AQ1-AQ4
-
69
-
69
- AQ5-AQ8
129
16
-
145
Stage 3
22
-
-
22
- AQ10
22
-
-
22
of which: individual
15
-
-
15
of which: collective
7
-
-
7
Weighted average life
(2)
- ECL measurement (years)
4
4
nm
4
Weighted average 12 months PDs
(2)
- IFRS 9 (%)
1.23
0.17
0.01
0.20
- Basel (%)
1.30
0.15
0.01
0.19
ECL provisions by geography
26
24
1
51
- UK
7
10
-
17
- Other Europe
12
6
1
19
- RoW
7
8
-
15
ECL provisions by stage
26
24
1
51
- Stage 1
5
22
1
28
- Stage 2
6
2
-
8
- Stage 3
15
-
-
15
of which: individual
8
-
-
8
of which: collective
7
-
-
7
ECL provisions coverage (%)
2.49
0.10
0.34
0.21
- Stage 1 (%)
0.56
0.09
0.34
0.11
- Stage 2 (%)
4.65
2.35
-
3.74
- Stage 3 (%)
68.18
-
-
68.18
ECL (release)/charge - Third party
4
-
(1)
3
Amounts written-off
1
-
-
1
Other financial assets by asset quality
(3)
285
12,653
21,982
34,920
- AQ1-AQ4
278
12,499
21,982
34,759
- AQ5-AQ8
7
154
-
161
Off-balance sheet
6,791
8,997
-
15,788
- Loan commitments
6,772
8,410
-
15,182
- Financial guarantees
19
587
-
606
Off-balance sheet by asset quality
(3)
6,791
8,997
-
15,788
- AQ1-AQ4
6,125
8,713
-
14,838
- AQ5-AQ8
665
284
-
949
- AQ10
1
-
-
1
For the notes to this table refer to the following page.
Risk and capital management continued
Credit risk – Banking activities continued
NWM Group
Annual Report and Accounts 2025
47
Sector analysis – portfolio summary (audited)
Corporate
Financial
and other
institutions (1)
Sovereign
Total
2024
£m
£m
£m
£m
Loans by geography
599
17,903
661
19,163
- UK
199
6,446
-
6,645
- Other Europe
319
4,273
625
5,217
- RoW
81
7,184
36
7,301
Loans by stage and asset quality
599
17,903
661
19,163
Stage 1
471
17,627
661
18,759
- AQ1-AQ4
196
16,218
661
17,075
- AQ5-AQ8
275
1,409
-
1,684
Stage 2
76
276
-
352
- AQ1-AQ4
22
164
-
186
- AQ5-AQ8
54
112
-
166
Stage 3
52
-
-
52
- AQ10
52
-
-
52
of which: individual
45
-
-
45
of which: collective
7
-
-
7
Weighted average life
(2)
- ECL measurement (years)
3
3
-
3
Weighted average 12 months PDs
(2)
- IFRS 9 (%)
1.31
0.16
0.01
0.19
- Basel (%)
1.31
0.14
0.01
0.16
ECL provisions by geography
23
23
1
47
- UK
5
11
1
17
- Other Europe
11
5
-
16
- RoW
7
7
-
14
ECL provisions by stage
23
23
1
47
- Stage 1
4
20
1
25
- Stage 2
2
3
-
5
- Stage 3
17
-
-
17
of which: individual
10
-
-
10
of which: collective
7
-
-
7
ECL provisions coverage (%)
3.84
0.13
0.15
0.25
- Stage 1 (%)
0.85
0.11
0.15
0.13
- Stage 2 (%)
2.63
1.09
-
1.42
- Stage 3 (%)
32.69
-
-
32.69
ECL (release)/charge - Third party
(9)
1
-
(8)
Amounts written-off
2
-
-
2
Other financial assets by asset quality
(3)
117
13,967
19,913
33,997
- AQ1-AQ4
114
13,659
19,913
33,686
- AQ5-AQ8
3
308
-
311
Off-balance sheet
6,296
8,518
-
14,814
- Loan commitments
6,272
7,829
-
14,101
- Financial guarantees
24
689
-
713
Off-balance sheet by asset quality
(3)
6,296
8,518
-
14,814
- AQ1-AQ4
6,122
8,107
-
14,229
- AQ5-AQ8
171
411
-
582
- AQ10
3
-
-
3
(1)
Financial institutions (FI) include transactions, such as securitisations, where the underlying assets may be in other sectors.
(2)
Not within audit scope.
(3)
AQ bandings are based on Basel PDs and mapping is as follows:
Internal asset quality band
Probability of default range
Indicative S&P rating
AQ1
0% -0.034%
AAA to AA
AQ2
0.034% - 0.048%
AA to AA-
AQ3
0.048% - 0.095%
A+ to A
AQ4
0.095% - 0.381%
BBB+ to BBB-
AQ5
0.381% - 1.076%
BB+ to BB
AQ6
1.076% - 2.153%
BB- to B+
AQ7
2.153% - 6.089%
B+ to B
AQ8
6.089% - 17.222%
B- to CCC+
AQ9
17.222% - 100%
CCC to C
AQ10
100%
D
Risk and capital management continued
Credit risk – Banking activities continued
NWM Group
Annual Report and Accounts 2025
48
Credit risk enhancement and mitigation (audited)
The table below shows exposures of modelled portfolios within the scope of the ECL framework and related credit risk enhancement
and mitigation (CREM).
Maximum credit risk
CREM by type
CREM coverage
Exposure post CREM
Gross
exposure
ECL
Total
Stage 3
Financial (1)
Property
Other (2)
Total
Stage 3
Total
Stage 3
2025
£bn
£bn
£bn
£bn
£bn
£bn
£bn
£bn
£bn
£bn
£bn
Financial assets
Cash and balances at central banks
16.0
-
16.0
-
-
-
-
-
-
16.0
-
Loans - amortised cost
(3)
24.7
-
24.7
-
5.0
-
-
5.0
-
19.7
-
Debt securities
19.0
-
19.0
-
0.1
-
-
0.1
-
18.9
-
Total financial assets
59.7
-
59.7
-
5.1
-
-
5.1
-
54.6
-
Contingent liabilities
and commitments
15.8
-
15.8
-
1.1
0.1
-
1.2
-
14.6
-
Total off-balance sheet
15.8
-
15.8
-
1.1
0.1
-
1.2
-
14.6
-
Total exposure
75.5
-
75.5
-
6.2
0.1
-
6.3
-
69.2
-
2024
Financial assets
Cash and balances at central banks
16.2
-
16.2
-
-
-
-
-
-
16.2
-
Loans - amortised cost
(3)
19.2
-
19.2
-
3.8
-
-
3.8
-
15.4
-
Debt securities
17.8
-
17.8
-
-
-
-
-
-
17.8
-
Total financial assets
53.2
-
53.2
-
3.8
-
-
3.8
-
49.4
-
Contingent liabilities
and commitments
14.8
-
14.8
-
0.9
0.1
-
1.0
-
13.8
-
Total off-balance sheet
14.8
-
14.8
-
0.9
0.1
-
1.0
-
13.8
-
Total exposure
68.0
-
68.0
-
4.7
0.1
-
4.8
-
63.2
-
(1)
Includes cash and securities collateral.
(2)
Includes guarantees and charges over trade debtors.
(3)
NWM Group holds collateral in respect of individual loans – amortised cost to banks and customers. This collateral includes mortgages over property; charges over business assets such
as plant and equipment, inventories and trade debtors; and guarantees of lending from parties other than the borrower. NWM Group obtains collateral in the form of securities in reverse
repurchase agreements. Collateral values are capped at the value of the loan.
Risk and capital management continued
Credit risk – Banking activities continued
NWM Group
Annual Report and Accounts 2025
49
Flow statement (audited)
The flow statement that follows shows the main ECL and related income statement movements. It also shows the changes in ECL as
well as the changes in related financial assets used in determining ECL. Due to differences in scope, exposures may differ from those
reported in other tables, principally in relation to exposures in Stage 1 and Stage 2.
These differences do not have a material ECL effect. Other points to note:
Financial assets include treasury liquidity portfolios, comprising balances at central banks and debt securities, as well as loans. Both
modelled and non-modelled portfolios are included.
Stage transfers (for example, exposures moving from Stage 1 into Stage 2) are a key feature of the ECL movements, with the net
re-measurement cost of transitioning to a worse stage being a primary driver of income statement charges. Similarly, there is an
ECL benefit for accounts improving stage.
Changes in risk parameters shows the reassessment of the ECL within a given stage, including any ECL overlays and residual
income statement gains or losses at the point of write-off or accounting write-down.
Other (P&L only items) includes any subsequent changes in the value of written-down assets along with other direct write-off items
such as direct recovery costs. Other (P&L only items) affects the income statement but does not affect balance sheet ECL
movements.
Amounts written-off represent the gross asset written-off against accounts with ECL, including the net asset written-off for any
debt sale activity.
Stage 1
Stage 2
Stage 3
Total
Financial
Financial
Financial
Financial
assets
ECL
assets
ECL
assets
ECL
assets
ECL
NWM Group
£m
£m
£m
£m
£m
£m
£m
£m
At 1 January 2025
52,474
25
349
5
53
17
52,876
47
Currency translation and other adjustments
(424)
-
(3)
-
2
-
(425)
-
Transfers from Stage 1 to Stage 2
(581)
(2)
581
2
-
-
-
-
Transfers from Stage 2 to Stage 1
765
8
(765)
(8)
-
-
-
-
Net re-measurement of ECL on stage transfer
(7)
7
-
-
Changes in risk parameters
(5)
2
(1)
(4)
Other changes in net exposure
4,839
9
86
-
(32)
-
4,893
9
Other (P&L only items)
-
(1)
(1)
(2)
Income statement (releases)/charges
(3)
8
(2)
3
Amounts written-off
-
-
-
-
(1)
(1)
(1)
(1)
At 31 December 2025
57,073
28
248
8
22
15
57,343
51
Net carrying amount
57,045
240
7
57,292
At 1 January 2024
49,168
24
687
8
24
24
49,879
56
2024 movements
3,306
1
(338)
(3)
29
(7)
2,997
(9)
At 31 December 2024
52,474
25
349
5
53
17
52,876
47
Net carrying amount
52,449
344
36
52,829
Risk and capital management continued
NWM Group
Annual Report and Accounts 2025
50
Climate and nature risk
Definition
Climate and nature
(1)
risk is the threat of financial loss or adverse
non-financial impacts associated with climate change and nature
loss respectively and the political,
economic and environmental
responses to it.
Sources of risk
Physical risks
may arise from climate events such as heatwaves,
droughts, floods, storms and nature-related events such as land
or air pollution. They can potentially result in financial losses,
impairing asset values and the creditworthiness of borrowers.
NWM Group could be exposed to physical risks directly by the
effects on its property portfolio
and, indirectly, by the impacts on
the wider economy as well as on the property, business interests
and supply chains of its customers.
Transition risks
may arise from the process of adjustment towards
a low-carbon, nature restored economy. Changes in policy,
technology and sentiment could prompt reassessment of
customers’ financial risk and may lead to falls in the value of a
large range of assets. NWM Group could be exposed to transition
risks directly through the costs of adaptation of its own operations
as well as supply chain disruption leading to financial impacts.
Potential indirect effects include the impact on the wider
economy, including on customers, which may erode NWM
Group’s competitiveness and profitability, as well as threaten
reputational damage.
Liability risks
may arise should stakeholders consider NWM
Group’s climate and nature risk management practices and
disclosures insufficient, and responsible for or attributable to,
stakeholders’ losses.
On the other hand, liability risks may also arise where
some
jurisdictions
believe financial institutions have taken their
sustainability-related initiatives too far, with some imposing
sanctions in these circumstances.
Climate risk has been included in the NatWest Group risk
directory since 2021. In 2024, NatWest Group broadened the
definition to climate and nature risk and updated its internal risk
policy to reflect this. NatWest Group (including NWM Group) are
in the early stages of embedding nature into its risk management
processes.
As climate and nature risk is both a principal risk within NatWest
Group’s EWRMF, and a crosscutting risk, which impacts other
principal risks, NWM Group periodically refreshes its assessment
of the impact of climate-related risk factors to other principal
risks, where NWM Group’s exposure to a principal risk could be
taken outside of appetite due to climate-related risk factors. In
identifying climate-related risks and opportunities to NWM Group,
the period in which each is likely to occur was assessed. Risks and
opportunities
deemed
material to the five-year financial planning
cycle were viewed as short-term. Long-term was defined as
beyond 15 years, while medium-term was defined as within the
next five to 15 years.
The outcome of the latest assessments of the impacts of climate-
related risk factors to other principal risks is included in the table
that follows. All principal risks in the table were identified as
potentially the most impacted by climate risk, over short, medium
and long-term horizons, noting these risks could amplify capital
and liquidity risks themselves.
Identification,
assessment and
Risk type
Risks to NWM Group
Drivers
measurement
Credit risk
From the adverse impact on future credit worthiness of
Physical: acute, chronic
Scenario analysis
customers due to climate change risk factors impacting asset
valuation, income and costs, for example, from water stress
Transition: government policy
Portfolio level
events. Mitigants include the inclusion of climate considerations
and legislation, market,
assessments
in sector strategy within the various portfolios relevant to NWM
technology, reputation
Transaction level
Group.
assessments
Traded
Risk of losses on trading book positions driven by underlying
Physical: acute, chronic
Scenario analysis
market risk
climate risk factors affecting macro or company specific market
prices. Mitigants include stress testing and portfolio reviews.
Transition: government policy
and legislation, market,
technology, reputation
Operational
Due to the increased likelihood and potential impact of business
Physical: acute, chronic
Scenario analysis
risk
disruption arising from new and changing policy standards.
Mitigants include resilience and external reporting governance.
Transition: government policy
Transaction level
and legislation, market,
assessments
technology, reputation
Compliance
NatWest Group (including NWM Group) is required to comply with
Physical: acute, chronic
Transaction level
risk
all applicable climate-related legal and regulatory obligations.
assessments
Mitigants include relevant horizon scanning.
Transition: government policy
and legislation, market,
technology, reputation
Conduct risk
Due to poor customer outcomes arising from the impacts of
Transition: government policy
Scenario analysis
climate change. Mitigants include additional checks on
and legislation, market,
sustainability claims and applying product flaw controls.
technology, reputation
Transaction level
assessments
Liability: greenwashing
Reputational
Arising from NatWest Group’s (including NWM Group) actual or
Transition: government policy
Portfolio level
risk
perceived contribution to climate change, or from the adequacy
and legislation, market,
assessments
of our actions in response. Mitigants include the environmental
technology
Transaction level
social, & ethical (ESE) risk framework
.
(2)
Liability: greenwashing
assessments
Risk and capital management continued
Climate and nature risk continued
NWM Group
Annual Report and Accounts 2025
51
Key developments in 2025
The effective management of climate and nature risk requires the
integration of climate and nature-related risk drivers into strategic
planning, transactions and decision-making. The approach has
evolved since 2021 alongside NatWest Group’s (including NWM
Group) ongoing, multi-year progressive pathway to mature
climate risk management capabilities. NWM Group’s capability to
manage climate risks is more mature than its capability to
manage nature-related risks.
NatWest Group (including NWM Group) continued to enhance
its in-house climate risk modelling capabilities, supporting the
ongoing integration of climate risk within its capital adequacy
(ICAAP), impairment (IFRS 9) and risk management processes.
Insights from risk processes have been shared with sector and
front-line teams to support the financial budget and climate
transition plan processes. In particular, internal physical risk
modelling capabilities have been developed during 2025 with
further enhancements to come in 2026.
NatWest Group (including NWM Group) continued its roll-out
of Climate Decisioning Framework (CDF) tools. These
comprise climate risk scorecards and climate transition plan
assessment tools. The roll-out continues on a test-and-learn
basis and initial use cases were introduced where we identify
higher-risk transactions for enhanced oversight or escalated
approval processes.
Building on first-generation testing of the Environmental
Decisioning Framework (EDF) in 2024, the 2025 testing scope
was extended to include large corporate customers across the
EU and UK, supporting further refinement of the framework.
Governance
Risk governance for climate
and
nature risk is in line with the
approach outlined in the Risk management framework section.
Board responsibilities –
The NWM Plc Board oversees climate
and nature-related risks within the overall business strategy
and risk appetite of NWM Group, ensuring progress on
NatWest Group’s ambitions and targets regarding
climate and
nature.
Risk
oversight –
The NWM Plc Board Risk Committee oversees
the risk profile of NWM Group. The CEO of NWM Plc supports
the NatWest Group CEO to
identify
and manage risks and
opportunities from climate change. The NWM Executive
Committee and broader governance framework support the
assessment and management of climate-related risks and
opportunities across NWM Group.
Risk appetite
Risk appetite for climate
and
nature risk is in line with the
approach outlined in the Risk management framework section on
pages 22 and 23.
Work continued in 2025 to mature NWM Group’s climate-related
risk management capabilities, while building out nature-related
awareness. NWM Group has operational limits and a suite of key
risk indicators. These measures provide management with
information, including balance sheet exposure to heightened
climate risk sectors, financed and
facilitated
emissions.
Identification, assessment and measurement
NatWest Group (including NWM Group) continues to enhance its
processes to effectively measure the potential size and scope of
climate-related risks, through the three approaches detailed
below. The approach to nature-related risks is not as mature as
the approach to climate-related risks.
Scenario analysis
NatWest Group (including NWM Group) focused on continuing to
develop the capabilities to use scenario analysis to identify the
most material climate risks for its customers, seeking to harness
insights to inform risk management practices and support decision
making.
Scenario analysis allows NatWest Group (including NWM Group)
to test a range of possible future climate pathways and
understand the nature and magnitude of the risks they present.
The purpose of scenario analysis is not to forecast the future but
to understand and prepare to manage risks that could arise.
NatWest Group (including NWM Group) recognises a number of
potential key use cases for climate scenario analysis, including,
but not restricted to, the following:
Regulatory stress testing requirements.
Portfolio management.
Strategic decision-making, capital adequacy and provisioning.
Specific internal-run exercises in 2025 included:
A credit-risk focused exercise covering both physical and
transition risk scenarios for the Commercial & Institutional
portfolio.
A non-financial risk scenario for climate focused on external
communications which could omit or contain incorrect
information, resulting in an inaccurate representation of
NatWest Group (including NWM Group) activities.
A traded market risk scenario where stress testing applies
delayed transition assumptions to shock credit spreads with
macroeconomic overlays, impacting the trading book. and
monitored on a quarterly basis.
An environmental water stress scenario to assess credit risk
impacts under a severe drought in Western Europe, focusing
on water-dependent sectors. The scenario was selected
based on materiality and data availability, providing relevant
insights to guide future methodology improvements.
Credit and non-financial risk scenario analysis exercises for
climate were also run in 2024.
There are various challenges with quantitative climate scenario
analysis. These risks and uncertainties, coupled with significantly
long timeframes, make the outputs of climate-related risk
modelling with respect to the potential use cases identified
inherently more uncertain than outputs modelled for traditional
financial planning cycles based on historical financial information.
Recognising these challenges, qualitative work focused on the
cascading and compounding consequences of climate and nature
breakdown (for example, lower growth, higher inflation, societal
and political uncertainty) continues to be developed and assessed
under the emerging threats framework.
Portfolio level assessment
NatWest Group (including NWM Group) uses a number of tools to
undertake portfolio level assessments including stress analysis in
operational limits in credit risk, stress analysis in market risk and
heightened climate-related risk sector assessment in credit risk.
The latter refreshed annually seeks to identify sectors that are
likely to see increased credit risks for NWM Group because of
climate-related factors, over a 10 to 15-year horizon.
Liquidity risk stress testing
Within NWM Group, climate risk is included in liquidity stress
testing which assesses potential outflows under a range of
extreme but plausible stress scenarios. Climate risk, which falls
within the market-wide scenario theme, is captured in the form of
major climate-related disruption in the UK and northern
Europe.
This leads to widespread disruption and a temporary fall
in economic output. This is exacerbated by degradation of
ecosystems. A higher demand for cash from certain impacted
business sectors is experienced due to the uncertainty. Volatility in
financial markets
impacts
sterling, UK
bonds
and asset prices,
while non-UK/European depositors re-evaluate their exposure to
the UK/European financial sector. For 2025 reporting, climate is
not the most severe scenario within the wider scenario suite used
for calculating the stressed outflow coverage ratio disclosed on
page 14.
Risk and capital management continued
Climate and nature risk continued
NWM Group
Annual Report and Accounts 2025
52
Transaction level assessment
Assessments are undertaken to consider any potential
greenwashing risk within our marketing and communications.
The NatWest Group Supplier Code of Best Practice encourages
NatWest Group (including NWM Group) suppliers to undertake
sustainability assessments to evaluate supplier sustainability
performance.
NatWest Group (including NWM Group) continues to use its CDF
tools to engage with its customers to understand their climate
transition journeys and how they are managing the climate-
related risk for their business. In 2025, NatWest Group (including
NWM Group) continued to roll-out CDF on a test-and-learn basis
adding coverage of insurance and other financial institutions
customers.
Enhancements were also made to the large corporates
assessment to increase the granularity of sector and country-
specific questions, for example, questions which assess how much
of NatWest Group’s (including NWM Group’s) customer’s business
activities are EU taxonomy aligned. This phased test-and-learn
approach continues to build internal capability among first and
second-line colleagues and foster a culture where climate risk is
embedded into the existing credit journey.
Recognising the complexity of the energy transition, NatWest
Group (including NWM Group) conducted an energy system
review during 2025 to ensure the strategy reflects the
interconnected risks and opportunities across the energy value
chain as the economy transitions toward net zero. The energy
system review considered the systemic nature of the energy
transition which anticipates further growth in renewables, the
important yet declining role of oil and gas, significant
infrastructure investment and demand-side electrification.
Reflecting the outcome of the energy system review, NatWest
Group (including NWM Group) has established a new E&S Energy
Supply Sector Risk Acceptance Criteria.
NatWest Group (including NWM Group) also regularly considers
the potential impact of existing and emerging regulatory
requirements related to climate change at a NatWest Group and
subsidiary level, through external horizon scanning and monitoring
of emerging regulatory requirements.
Mitigation
NatWest Group (including NWM Group) manages and mitigates
climate-related risk through:
Top-down portfolio assessments, including incorporating
climate factors in the overall sector strategy, updating the
environmental, social and ethical risk acceptance criteria in
response to potential climate-related risks and applying
climate-enhanced transaction acceptance standards.
Bottom-up customer assessments, including the use of the
CDF tools to provide a consistent and structured approach for
understanding customer-specific exposure to climate-related
risks and identify higher risk transactions for enhanced
oversight or escalated approval processes.
Impact of NWM Group business activities on climate
change
NWM Group identified emissions resulting from its business
activities to include:
Emissions attributable to the trading book (Scope 3).
Emissions relating to financing activities – financed
(3)
and
facilitated emissions (Scope 3).
Emissions from NWM Group’s own operations, which is
reported at the consolidated NatWest Group level (Scope 1,2
and 3)
(3)
.
Trading book
Due to the size of the trading book within NWM Group, the
associated carbon emissions have the potential to be significant.
However, at present, the scale of these emissions is uncertain
given that trading book positions typically have shorter holding
horizons and are more dynamic than those in the banking book.
This continues to be an industry-wide challenge with no agreed
approach on quantification of trading book related emissions.
Financing activities
Financed emissions – lending and investments
(3)
Given the smaller size of the banking book relative to NWM
Group’s underwriting activities and trading book, financed
emissions currently play a limited role within NWM Group.
NatWest Group reports financed emissions at a consolidated
group level including NWM Group.
Estimate of facilitated emissions on bond underwriting and
syndicated lending
Banks play a key role as facilitators between issuers and
investors, and borrowers and lenders, by offering and conducting
financial intermediation activities
critical to the functioning of
capital markets.
Facilitation activities differ from on-balance sheet lending financed
emissions in two respects. They are off-balance sheet
(representing services rather than financing) and they can take
the form of a flow activity (temporary association with
transactions) rather than a stock activity (recorded on the
balance sheet). NWM Group calculates facilitated emissions based
on the annual transaction volume. This reflects the transactional
nature of capital markets activities and the period in which banks
generate revenue from them.
Facilitated emissions arising from capital markets activity,
specifically bond underwriting and syndicated lending, are
inherently volatile, being dependent on client mandates and deal
flow, which can fluctuate significantly year on year. This limits the
comparability of emissions over time and poses challenges for
setting consistent, forward-looking targets. While NWM Group
acknowledges the importance of these emissions in understanding
our climate-related risks and opportunities, NWM Group has not
set quantitative targets for this activity. The
focus remains on
succeeding with customers and supporting the real economy's
transition towards net zero through the launch of the climate and
transition finance framework
(8)
. Additionally, NWM Group is aiming
to improve its data to enable more robust measurement and
disclosure of facilitated emissions in line with evolving
methodologies and applicable sustainability disclosure standards.
NWM Group followed the PCAF Part B Global Greenhouse Gas
Accounting and Reporting Standard for Facilitated Emissions to
define an issuer as an organisation that issues debt or equity
capital markets instruments
(4,7,10)
. We also included green bond,
green loan syndication
(6,8)
and the role of co-manager
(9)
in the
estimation of facilitated emissions.
NWM Group absolute estimated customer Scope 1 and Scope 2
facilitated emissions for capital markets activities includes:
Capital markets bond underwriting activities of £35.96 billion.
This constituted 49% of our capital markets bond
underwriting. Securitisations, Sovereigns, Supranationals and
Agencies, are out of scope for PCAF
(4,5)
.
Capital markets syndicated lending activities
(10,11)
of £1.27
billion.
NWM Group absolute Scope 1 and Scope 2 facilitated emissions
weighted at 33%, were 0.45 MtCO2e for 2025 (2024: 1.07
MtCO2e
(12)
).
It is important to note that the absolute amounts presented are
estimates and may be subject to change given shifting baselines
year-on-year and evolving PCAF guidance
(15)
.
Risk and capital management continued
Climate and nature risk continued
NWM Group
Annual Report and Accounts 2025
53
The table below shows NWM Group’s estimated facilitated
emissions from bond underwriting and syndicated lending
activities in 2025 and 2024, as attributed to NWM Group and split
between conventional and green issuance or syndicated lending,
where applicable
(6,8,12,13,16)
. Estimated facilitated emissions,
captured within Financial Institutions, can include emissions
associated with underlying company activity.
For Power utilities, NWM Group attributable bond underwriting
and syndicated lending decreased by 13% between 2024 and
2025. Of the estimated facilitated emissions arising from
attributable bond underwriting and syndicated lending, 68%
was green
(6,8)
.
Total attributable bond underwriting and syndicated lending
for Building materials increased in 2025, constituting 21% of
estimated facilitated emissions.
Estimated facilitated emissions for both Airlines and Aerospace
and Chemicals decreased between 2024 and 2025 by 86%
and 85% respectively.
Oil and gas represented 1% of the total NWM Group
attributable bond underwriting and syndicated lending and
constituted 2% of the facilitated emissions in 2025.
2025
2024
Facilitated emissions from bond
underwriting and syndicated lending
Attributable
(33% weighting) MtCO2e
Attributable
bond underwriting and
Sector %
Green %
bond underwriting and
Facilitated
syndicated lending
of total
of sector
PCAF data
syndicated lending
(12,13)
emissions
Sector
£m
%
MtCO2e
emissions
emissions
quality score
£m
%
MtCO2e
Power utilities
3,517
9%
0.19
43%
68%
2.2
4,024
9%
0.58
Building materials
1,069
3%
0.09
21%
0%
3.2
50
0%
-
Airlines and aerospace
957
3%
0.01
2%
4%
3.1
1,253
3%
0.07
Chemicals
154
0%
0.02
4%
0%
3.2
395
1%
0.13
Leisure
832
2%
0.02
4%
0%
2.0
937
2%
0.03
Oil and gas
209
1%
0.01
2%
7%
2.7
712
2%
0.04
Land transport and logistics
702
2%
0.02
4%
6%
2.2
716
2%
0.04
Retail
1,282
3%
0.01
3%
0%
2.7
2,183
5%
0.02
Water and waste
920
2%
0.01
2%
20%
2.5
1,103
2%
0.02
Manufacturing
694
2%
0.00
0%
0%
2.9
1,412
3%
0.02
Financial institutions
19,123
51%
0.02
4%
17%
2.4
24,603
55%
0.01
Automotive
1,029
3%
0.01
2%
0%
2.2
2,541
6%
0.02
Commercial real estate
503
1%
0.00
0%
0%
2.6
763
2%
0.01
Other
(14)
6,240
18%
0.04
9%
4%
2.5
4,249
9%
0.08
Total
37,231
100%
0.45
100%
2.5
44,941
100%
1.07
NWM Group methodology used for estimation
NWM Group shows the breakdown of conventional versus green bonds and loans to highlight the expected difference of facilitated
emissions associated with the conventional versus green activities but does not distinguish these from conventional transactions or
apply lower emissions
(6,8)
.
For syndicated lending, NWM Group included the roles of active and passive underwriting and active best-efforts. The role of
coordination is not in scope by PCAF
(4,10,11)
.
In 2025, we continued to review our methodology for estimating facilitated emissions and updated the scope for syndicated lending
to exclude passive best-efforts roles, ensuring only active facilitation is reflected. This change represents scope refinements rather
than changes in underlying performance or the source of data
(12)
.
In line with the PCAF Facilitated Emissions Standard
(4)
, NWM Group allocated transactions based on actual volume facilitated where
available; for remaining positions transaction volume was apportioned equally among bookrunners / arrangers.
In line with the PCAF published standard
(4)
, to estimate greenhouse gas emissions, NWM Group sourced customer-level emissions
data, where possible. If customer-level data was unavailable, emissions estimates (PCAF 4) or emission sector averages (PCAF 5)
were used for emission intensities from 2024 and applied against 2025 volumes
(15)
.
PCAF recommends that Scope 3 emissions for all sectors are disclosed in climate reporting from the beginning of 2025. NWM
Group continues to review Scope 3 estimation methodologies and the availability of appropriate data for inclusion in future
reporting.
PCAF scores are categorised between 1-5. PCAF scores of 1 or 2 are typically considered to have a higher degree of confidence
in the estimation of facilitated emissions, as these are directly sourced from reports published by the customer. A PCAF score of 5
is typically considered to have a lower degree of confidence, as these are estimated by the reporting entity. The PCAF data quality
score is based on the PCAF approach taken to estimate Scope 1 and Scope 2 emissions within a given sector. Where estimation
methodologies differ between Scope 1 and Scope 2, NWM Group use the least favourable of a customers’ PCAF scores in the
weighted average calculation.
Refer to page 54 for the footnotes referenced in this section.
Risk and capital management continued
Climate and nature risk continued
NWM Group
Annual Report and Accounts 2025
54
(1)
Nature elements apply to EU legal entities subject to ECB prudential regulation, i.e. NWM N.V. Group and will underpin the maturing approach to nature-related risks beyond climate
change. NWM Group use the terms ‘nature’ and ‘environment’ interchangeably in recognition of both the NatWest Group climate and nature policy and also European Central Bank
(ECB) terminology.
(2)
From 1 January 2026, NatWest Group updated the name of the ESE Risk Framework to the Environmental & Social Risk Framework. This change better reflects the framework's
underlying methodology which focuses on a risk-based approach aligned to organisational risk appetite, rather than values-based judgements.
(3)
NatWest Group reports emissions at a consolidated group level. NWM Group own operations and financed emissions are therefore subsumed into NatWest Group’s estimation of own
operational footprint and estimated financed emissions for the consolidated group.
(4)
https://carbonaccountingfinancials.com/files/PCAF-PartB-Facilitated-Emissions-Standard-Dec2023.pdf
.
(5)
NatWest Group’s own bond issuances are not included within estimates of facilitated emissions.
(6)
Green bonds and loans are excluded in PCAF’s facilitated emissions guidance
(4)
. While these instruments are expected to have lower emissions intensity, there is currently no agreed
method to quantify their emissions. NWM Group treat Sustainability linked and sustainable bond and loan activities as conventional for the purpose of estimating and reporting on
facilitated emissions
(7)
The PCAF standard
(4)
does not currently outline an estimation approach for short-term assets (such as commercial papers), as such these products are currently excluded from the
facilitated emissions estimation.
(8)
NatWest Group 2024 Climate and sustainable funding and financing inclusion criteria was used to determine the assets, activities and companies eligible for inclusion up to 30 June 2025.
From 1 July 2025, the NatWest Group climate and transition finance framework was used. Both frameworks are available at Natwestgroup.com
(9)
Co-managers are not captured by the PCAF standard. Our inclusion aligns with NatWest Group’s climate and sustainable funding and financing inclusion criteria
(8)
, and climate and
transition finance framework
(8)
, as well as the PCAF Standard's guidance relating to greenhouse gas (GHG) accounting and its recommendations to adopt a ‘follow the money' approach.
(10)
A syndicated loan transaction is defined as a loan made available by two or more providers under a common loan agreement and ranking credit is assigned upon signature of the loan
documentation. Where a financial institution provides an underwriting facility that puts the institution’s capital at risk, this should be treated separately from the role they provide in
arranging and facilitating an issuance
(4)
.
(11)
The syndicated loan market is a private market with no requirement for banks to report collectively into third-party league tables. NWM Group identified relevant loan markets volumes
based upon an internal scope and methodology with an aim to align to guidance from PCAF issued in December 2024
(4)
. The numbers reported are therefore presented on a best
endeavours basis and are subject to change as guidance develops.
(12)
The 2024 facilitated emissions comparatives have been updated from 1.28 MtCO
e to 1.07 MtCO
e, and attributable bond underwriting and syndicated lending from £94,367m to
£89,400m, as a result of updating the scope for syndicated lending to exclude best-efforts passive roles.
(13)
In 2025, we identified an overstatement in the 2024 bond underwriting co-manager volumes. Accordingly, the 2024 comparative has been restated to aid comparability where
considered material, reducing the volume noted above in footnote 10 from £89,400 million to £44,940 million.
(14)
Other consists of Technology, Media & Telecommunications of £3,855 million and emissions of 0.02 MtCO2e (2024 £1,982 million and 0.01 MtCO2e respectively) and Business &
Professional Services of £856 million and emissions of 0.01 MtCO2e (2024 £1,072 million and 0.07 MtCo2e respectively).
(15)
NWM Group aims to estimate facilitated emissions using the latest data available, recognising there may be a lag between the availability of emissions data and the date of record for
reporting. As a consequence of this lag, more recent changes in a counterparty’s activities may not be reflected in the estimate of facilitated emissions. NWM Group continues to refine
its estimates as NWM Group enhances its understanding, calculation methodologies and data. Also, methodologies to calculate emissions for certain sectors are still under development.
Based on these limitations, NWM Group expects its estimates to change as NWM Group improves the granularity and coverage of customer climate data and develop methodologies
further.
(16)
The table should be read in conjunction with the NWM Group Climate and sustainability risk factors included on pages 165 to 168 and Forward-looking statements on pages 169 to 170.
Risk and capital management continued
NWM Group
Annual Report and Accounts 2025
55
Pension risk
Definition
Pension risk is the inability to meet contractual obligations and
other liabilities to the established employee or related company
pension scheme.
Sources of risk
NWM Group has exposure to pension risk through its defined
benefit schemes worldwide. The two largest NWM Group
schemes are the AA and the NatWest Markets sections of The
NatWest Group Pension Fund. Refer to Note 5 to the
consolidated financial statements for further details on NWM
Group’s pension obligations, including sensitivities to the main risk
factors.
Pension scheme liabilities vary with changes in long-term interest
rates and inflation as well as with pensionable salaries, the
longevity of scheme members and legislation.
The Trustee of NWM Group’s largest scheme (the AA section of
the NatWest Group Pension Fund) holds a buy-in policy with a
third-party insurer. Under the buy-in insurance contract, the
insurer makes payments to the scheme to cover pension benefits
paid to members. As a result, the scheme is protected against all
material demographic and market risks.
These risks have been replaced with the risk that the insurer
defaults on payments due to the scheme. Uninsured pension
scheme assets continue to vary with changes in market risk
drivers such as interest rates, inflation expectations and credit
spreads.
NWM Group is therefore still exposed to the risk that the
schemes’ assets, together with future returns and additional
future contributions, are estimated to be insufficient to meet
liabilities as they fall due. In such circumstances, NWM Group
could be obliged (or might choose) to make additional
contributions to the schemes or be required to hold additional
capital to mitigate this risk.
Governance
Risk governance for pension risk is in line with the approach
outlined in the Risk management framework section.
The NWM Pension Committee, chaired by the Chief Financial
Officer, reviews and monitors risk management, asset and
liability strategy and financing issues on behalf of NWM Group. As
part of its remit, the Committee:
Considers the financial strategy, risk management and policy
implications of NWM Group pension schemes.
Reviews and recommends NWM Group pension risk appetite
to the NWM Group Executive Risk Committee and the NWM
Group Board Risk Committee.
Reviews the pension impact on the capital plan for NWM
Group and escalates any concerns to the NWM Group Assets
& Liabilities Committee.
Risk appetite
Risk appetite for pension risk is in line with the approach outlined
in the Risk management framework section.
NWM Group maintains an independent view of the risk inherent
in its pension funds. NWM Group has a pension risk appetite
statement that is reviewed and approved at least annually by the
Board on the Board Risk Committee’s recommendation to ensure
it remains appropriate and aligned to strategy.
Policies and standards are in place to provide formal controls for
pension risk reporting, modelling, governance and stress testing.
A pension risk policy, which sits within the enterprise-wide risk
management framework, is also in place and is subject to
associated framework controls.
Measurement and monitoring
Pension risk is monitored by the NWM Group Executive Risk
Committee and the NWM Group Board Risk Committee by way
of the monthly risk management report. Relevant pension risk
matters are escalated to the Board as applicable.
Stress tests are carried out each year on NWM Group’s material
defined benefit pension schemes. These tests are also used to
satisfy the requests of regulatory bodies such as the Bank of
England.
The stress testing framework includes pension risk capital
calculations for the purposes of the Internal Capital Adequacy
Assessment Process as well as additional stress tests for a
number of internal management purposes. The results of the
stress tests and their consequential impact on NWM Group’s
balance sheet, income statement and capital position are
incorporated into NWM Group’s and overall NatWest Group
stress test results.
Mitigation
As a result of the buy-in transaction for NWM Group’s largest
scheme (the AA section of the NatWest Group Pension Fund), the
scheme is now protected against all material demographic and
market risks.
If, in an extreme scenario, the insurer was unable to make
payments due to the scheme under the buy-in insurance
contract, NWM Group would continue to be responsible for
financially supporting the scheme to meet pension benefits.
However, significant mitigants are in place against this risk,
including the insurance regulatory regime and residual surplus
assets retained within the scheme. The financial strength of the
third-party insurer is also monitored on a periodic basis by the
Trustee and NatWest Group.
The NatWest Markets section of the NatWest Group Pension
Fund is also well protected against interest rate and inflation risks
and is being run on a low investment risk basis.
The potential impact of climate change is one of the factors
considered in managing the assets of the pension schemes. The
NatWest Group Pension Fund Trustee monitors the risk to its
investments from changes in the global economy and invests,
where return justifies the risk, in sectors that reduce the world’s
reliance on fossil fuels, or that may otherwise promote
environmental benefits. The Trustee also expects third party
insurers to have appropriate policies to address climate risk and
to report on climate exposure attributable to the AA section.
Further details regarding the NatWest Group Pension Fund
Trustee’s approach to managing climate change risk can be
found in its Responsible Ownership Policy, its net zero
commitment and its climate disclosures produced on an annual
basis, as required by The Occupational Pension Schemes
(Climate Change Governance and Reporting) Regulations 2021.
Risk and capital management continued
NWM Group
Annual Report and Accounts 2025
56
Operational risk
Definition
Operational risk is the risk of loss resulting from inadequate or
failed internal processes, people and systems, or external events.
It arises from day-to-day operations and is relevant to every
aspect of the business.
Sources of risk
Operational risk may arise from a failure to manage operations,
systems, processes, transactions, and assets appropriately. This
includes human error, an inability to deliver change adequately or
on time, the non-availability of technology services, or the loss of
customer data. It also includes systems failure, theft of NWM
Group property, information loss, the impact of natural or man-
made disasters and the threat of cyberattacks.
Operational risk can also arise from a failure to account for
changes in law or regulations or to take appropriate measures to
protect assets.
Key developments in 2025
The enhanced risk and control self-assessment approach
(RCSA) was refined further with a focus on material
operational risks and controls across the key end-to-end
processes.
The use of automated data-led insights was embedded to
oversee the operational risk profile and manage it within
appetite.
Improvements to technology end-of-life risk management
were implemented to mitigate associated technology and
cyber risks.
AI tools have been introduced to support the articulation and
adequacy of controls including generative AI chat bots to
support the embedding of frameworks and to help with
horizon scanning.
Compliance with UK and EU operational resilience regulatory
requirements was achieved and maintained along with
material compliance with the EU Digital Operational
Resilience Act.
NWM Group continued to embed and evolve the assessment
of its operational resilience with increasingly severe, complex,
and prolonged scenario tests for cyber, third-party, and
significant IT failure risks.
Threat horizon scanning and vulnerability management
processes were enhanced to support risk identification,
scenario testing and the prioritisation of risk mitigation
activities.
Governance
The risk governance arrangements in place for operational risk
are aligned to the requirements set out in the Board-approved
EWRMF and are consistent with achieving safety, soundness and
sustainable risk outcomes.
The Operating Committee discusses operational risk matters
relating to the control environment, NWM Group’s
implementation of the EWRMF, risk identification and oversight of
return-to-appetite plans. Significant issues are escalated to the
Board Risk Committee.
Risk appetite
Risk appetite for operational risk is in line with the approach
outlined in the Risk management framework section.
Measurement and monitoring
Measurement and monitoring for operational risk are in line with
the approach outlined in the Risk management framework
section. NWM Group has additional levels of monitoring over and
above the risk management framework requirements via
dedicated fora for the discussion of material risks as well as
governance and controls committees established for each
principal business function for the escalation and discussion of
material concerns.
Mitigation
Mitigation for operational risk is in line with the approach outlined
in the Risk management framework section. Operational risks are
mitigated by applying preventative and detective controls which
are assessed on adequacy and effectiveness through the RCSA
process on a regular basis to determine risk exposure. Mitigation
is prioritised using a risk-based approach considering risk
appetite.
Operational resilience and cybersecurity
NWM Group maintains a robust approach to operational
resilience through comprehensive, NatWest Group-wide
processes. These include regular scenario tests that simulate
increasingly severe and sophisticated disruption events. In 2025,
as part of NatWest Group’s operational resilience strategy,
severe but plausible disruption scenario tests were undertaken
and
encompassed cyber threats, third-party risks, and significant
IT failures confirming the preparedness and effectiveness of
NatWest Group’s operational resilience strategies, and plans
including third party arrangements in the event of severe but
plausible disruptions.
This rigorous approach was underpinned with the enhancement.,
ongoing monitoring and transparent reporting of risk indicators
and performance metrics for Important Business Services.
In Q1 2025, the NatWest Group operational resilience annual self-
assessment confirmed its approach to enhancing and
strengthening operational resilience met the UK and EU
regulatory requirements for operational resilience, within defined
timeframes.
By meeting the 2025 compliance deadlines for these critical
regulatory frameworks, NatWest Group demonstrated the
strength and reliability of its systems and controls. This enables
effective risk management, minimises potential disruptions, and
safeguards both customers and the wider financial system. These
efforts reinforce NatWest Group’s commitment to building trust
and stability within financial services.
NWM Group recognises and continues to prioritise operational
resilience as an outcome and benefit of the effective
management of a range of interconnected operational risks,
ensuring NWM Group continues to meet regulatory expectations
for its operational resilience with continued involvement in a
number of industry-wide operational resilience forums.
This engagement provides a valuable cross-sector perspective on
the evolving operational resilience landscape and supports NWM
Group’s ability to adapt to ongoing innovation and change, both
internally and across the financial services sector.
NWM Group operates layered security controls and its
architecture is designed to provide inherent protection against
threats.
This approach avoids reliance on any one type or
method of security control.
Minimum security control
requirements are set out in key risk policies, standards,
processes and procedures.
Risk and capital management continued
Operational risk continued
NWM Group
Annual Report and Accounts 2025
57
Throughout 2025, NatWest Group continued to monitor and
manage the threat landscape focusing on:
Initial access brokers (cyber criminals who specialise in
breaching organisations then selling the access to other
threat actors), ransomware gangs and, in light of ongoing
geopolitical tensions, nation states.
Innovations in technology, assessing the inherent risk and
developing appropriate responses to manage any associated
risks.
Artificial Intelligence, Quantum Computing and Cloud
Adoption have been areas of focus in 2025.
As cyberattacks evolve, NatWest Group continues to invest in
additional capability designed to defend against emerging risks.
Event and loss data management
The operational risk event and loss data management process
ensures NWM Group captures and records operational risk
events with financial and non-financial impacts that meet defined
criteria. Loss data is used for internal, regulatory and industry
reporting and is included in capital modelling when calculating
economic capital for operational risk. The most serious events
are escalated in a simple, standardised process to all senior
management, by way of an early event escalation process. NWM
Group has not experienced a material cybersecurity breach or
associated material loss in the last three years.
All financial impacts and recoveries associated with an
operational risk event are reported against the date they were
recorded in NatWest Group’s financial accounts. A single event
can result in multiple losses (or recoveries) that may take time to
crystallise. Losses and recoveries with a financial accounting date
in 2025 may relate to events that occurred, or were identified in,
prior years. NatWest Group purchases insurance, against specific
losses, including cyberattacks, and to comply with statutory or
contractual requirements.
Compliance and conduct risk
Definition
Compliance risk is the risk that NWM Group fails to observe the
letter and spirit of all relevant laws, codes, rules, regulations and
standards of good market practice.
Conduct risk is the risk of inappropriate behaviour towards
customers, or in the markets in which NWM Group operates,
which leads to poor or inappropriate customer outcomes,
and/or
undermines market integrity.
The consequences of failing to meet compliance and/or conduct
responsibilities can be significant and could result, for example, in
legal action, regulatory enforcement, material financial loss
and/or reputational damage.
Sources of risk
Compliance and conduct risk exist across all stages of NWM
Group’s relationships with its customers and arise from a variety
of activities including product design, marketing and sales,
complaint handling, staff training, and handling of confidential
inside information.
As set out in Note 25 to the consolidated financial statements,
members of NWM Group are party to legal proceedings and are
subject to investigation and other regulatory action in the UK, the
US and other jurisdictions.
Key developments in 2025
As part of the Non-Financial Risk Enhancement Programme,
NatWest Group reviewed its compliance and conduct
framework against the Operational Riskdata eXchange
Association (ORX) regulatory compliance and conduct risk
taxonomy. ORX is the largest operational risk management
association in the financial services sector and this industry-
standard taxonomy informed proposals for the annual risk
directory refresh, including new level 2 risks and a
consolidation of conduct and regulatory compliance risks into
a single ‘compliance and conduct level 1 risk’ from 2026.
These changes will enhance risk coverage, strengthen
integration with the EWRMF, and align more closely with
industry practice.
NWM Group are also evaluating alternative rules mapping
approaches, including a regulatory traceability model
supported by an integrated AI-enabled platform. This will
simplify governance, reduce complexity, and improve
consistency, while ensuring NatWest Group’s framework
remains resilient and future-ready.
On 4 September 2025, the U.S. Court of Appeal approved an
amendment of the plea agreement and formally terminated
the Monitorship (extended oversight) of NatWest Markets Plc
(NWM). This is a result of the notable progress made in
strengthening NWM’s compliance programme, improvements
in internal controls and remediation, and the status of the
implementation of the Monitor’s recommendations. NWM’s
obligations under the plea agreement and probation have
been extended until December 2026. Going forward, NWM
will report progress on the compliance programme to the US
Department of Justice directly.
The FCA’s March review of the treatment of vulnerable
customers recognised progress but highlighted areas for
improvement. NWM Group remains committed to delivering
fair outcomes and maintaining regulatory compliance.
The PRA and FCA are consulting across the financial services
industry on the Senior Managers and Certification Regime
that could reduce the number of roles within scope by up to
40%, with His Majesty’s Treasury (HMT) supporting swift
implementation.
HMT has launched a consultation to review the Financial
Ombudsman Service’s (FOS) remit and modernise the
framework. The FCA and FOS have published next steps,
signalling coordinated reform of consumer compensation
mechanisms.
Governance
NWM Group defines appropriate standards of compliance and
conduct and ensures adherence to those standards through its
risk management framework.
To support ongoing oversight of the management of the
compliance and conduct risk profile, there are a number of
committees in place across both the first and second line of
defence. Relevant compliance and conduct matters are escalated
through the NWM Group Executive Risk Committee and Board
Risk Committee.
Risk appetite
Risk appetite for compliance and conduct risk is in line with the
approach outlined in the Risk management framework section.
Measurement and monitoring
Measurement and monitoring for compliance and conduct risk
are in line with the approach outlined in the Risk management
framework section.
Risk and capital management continued
Compliance and conduct risk continued
NWM Group
Annual Report and Accounts 2025
58
Mitigation
Mitigation for compliance and conduct risk is in line with the
approach outlined in the Risk management framework section.
Activity to mitigate the most material compliance and conduct
risk is carried out across NWM Group with specific areas of focus
in the customer-facing businesses and legal entities. Examples of
mitigation include consideration of customer needs in business
and product planning, targeted training, conflicts of interest
management, market conduct surveillance, complaints
management, mapping of priority regulatory requirements and
independent monitoring activity. Internal policies help support a
strong customer and market conduct focus across NWM Group.
Financial crime risk
Definition
Financial crime risk is the risk that NWM Group's products,
services, employees and/or third parties are intentionally or
unintentionally used to facilitate financial crime in the form of
money laundering, terrorist financing, bribery and corruption,
sanctions and tax evasion, as well as external or internal fraud.
Sources of risk
Financial crime risk may be present if NWM Group’s customers,
employees or third parties undertake or facilitate financial crime,
or if NWM Group’s products or services are used intentionally or
unintentionally
to facilitate such crime. Financial crime risk is an
inherent risk across all lines of business.
Key developments in 2025
Significant investment continued to be made to support the
delivery of the multi-year transformation plan across financial
crime risk management.
Enhancements were made to technology, data quality and
data analytics to improve the effectiveness of systems used
to monitor customers and transactions and this work will
continue into 2026.
In January, the FCA published the “Assessing and reducing
the risk of Money Laundering Through the Markets” report.
The NWM Group’s first line of defence conducted a gap
analysis of the report’s key findings against the existing
controls in NWM Group and concluded that there were no
material gaps other than those known about and
documented as part of Risk Issues. The analysis was
oversighted by the NWM Group second line of defence.
The Economic Crime & Corporate Transparency Act (2023)
became effective from 1 September 2025 – Section 199
introduced the offence of failure to prevent fraud and
requires the implementation of reasonable measures to
prevent fraud by staff or other associated persons. NWM
Group conducted a risk assessment against this requirement
as part of a NatWest Group-wide review – no material
controls were identified as being missing.
During 2025, a self-identified data issue impacting the
transaction monitoring control continued to be assessed
through four workstreams. That work continues to be
conducted and will continue into 2026. Regulatory authorities,
including the FCA, have been advised of the issue and
receive regular update reports.
There was active participation in public/private partnerships
including the Joint Money Laundering Intelligence Taskforce
and Data Fusion. Following the success of the pilot, Data
Fusion has become a permanent operational capability, able
to deliver benefits across the public-private economic crime
system. This includes the implementation of a permanent
public-private Joint Analytical Team, housed within the
National Crime Agency.
Governance
Risk governance for financial crime risk is in line with the
approach outlined in the Risk management framework section.
The Financial Crime Risk Committee, which is chaired by the
Head of Financial Crime/SMF17, is NWM Group’s second line of
defence financial crime risk oversight forum. The committee
reviews and monitors key financial crime risks providing
guidance, challenge, recommendations and decisions on issues
affecting NWM Group globally. Where appropriate, the committee
escalates material financial crime risks and issues across NWM
Group to the NWM Executive Risk Committee and NWM Group
Board Risk Committee. The committee is an escalation point for
the Financial Crime Oversight Committee, which is first line
owned and the principal financial crime committee in NWM
Group.
Risk appetite
Risk appetite for financial crime risk is in line with the approach
outlined in the Risk management framework section.
Measurement and monitoring
Measurement and monitoring for financial crime risk are in line
with the approach outlined in the Risk management framework
section.
Financial crime risks are identified and reported through
continuous risk management and regular reporting to NWM
Group’s senior risk committees and both the NatWest Group and
NWM Group Boards. Quantitative and qualitative data is
reviewed and assessed to measure whether financial crime risk is
within appetite.
Mitigation
Mitigation for financial crime risk is in line with the approach
outlined in the Risk management framework section.
Through the financial crime framework, relevant policies,
systems, processes and controls are used to mitigate and
manage financial crime risk. This includes the use of dedicated
screening and monitoring systems and controls to identify people,
organisations, transactions and behaviours that may require
further investigation or other actions. Centralised expertise within
NatWest Group is available to detect and disrupt threats to NWM
Group and its customers.
Intelligence is shared with law enforcement, regulators and
government bodies to strengthen national and international
defences against those who would misuse the financial system
for criminal motives.
Model risk
Definition
Model risk is the potential for adverse consequences from model
errors or the inappropriate use of modelled outputs to inform
business decisions. A model is defined as a quantitative method,
system, or approach that applies statistical, economic, financial,
accounting, mathematical or data science theories, techniques
and assumptions to process input data into estimates.
Sources of risk
NWM Group uses a variety of models in the course of its business
activities. Examples include the use of model outputs to support
measuring and assessing risk exposures (including credit and
market risk), valuation of positions, calculating regulatory capital
and liquidity requirements and automation of operational
processes. The models used for stress-testing purposes also play
a key role in ensuring NWM Group holds sufficient capital, even in
stressed market scenarios.
Risk and capital management continued
Model risk continued
NWM Group
Annual Report and Accounts 2025
59
Model applications may give rise to different risks depending on
the business segment in which they are used. Model risk is
therefore assessed separately for each business segment in
addition to the overall assessment made for NWM Group.
Key developments in 2025
Continued with a programme of work to implement model
risk management (MRM) framework changes that were
introduced in 2024 in response to PRA’s Supervisory
Statement 1/23 across the model landscape.
Introduced further updates to the MRM framework to
address feedback received from the PRA following their
industry-wide thematic review of MRM and further improve
model risk management practices.
Deterministic quantitative methods, which are complex and
material calculators that although not technically models still
present similar risks, were brought in scope of the MRM
framework.
Enhanced the framework for the independent validation of
models.
Delivered model inventory design changes to support
implementation of MRM framework enhancements, including
a focus on recording of model use, which has enabled better
oversight and risk management of models.
Continued focus on improving the completeness and
accuracy of model risk data contained within the inventory
through enhanced oversight metrics and targeted
remediation work.
Governance
Risk governance for model risk is in line with the approach
outlined in the Risk management framework section. A
governance framework is in place to ensure policies and
processes relating to models are appropriate and effective. Two
roles are key to this – model risk owners and model validation
leads. Model risk owners are responsible for model approval and
ongoing performance monitoring. Model validation leads, in the
second line of defence, are responsible for oversight, including
ensuring that models are independently validated prior to use
and on an ongoing basis aligned to the model’s tier.
The NWM Group model management committee is used to
govern key model risk management matters and escalate to
senior management where required.
Risk appetite
Risk appetite for model risk is in line with the approach outlined in
the Risk management framework section.
Measurement and monitoring
Model risk is measured and managed through continuous
assessment and regular reporting to NatWest Group’s senior risk
committees and at Board level.
Policies, toolkits and model standards related to the development,
validation, approval, implementation, use and ongoing monitoring
of models are in place to ensure adequate control across the
lifecycle of an individual model.
All models developed for use are assigned a model tier, based on
the model’s materiality and complexity. Risk-based
model tiering
is used to prioritise risk management activities throughout the
model lifecycle, and to identify and classify those models which
pose the highest risk to NWM
Group’s business activities, safety
and/or soundness.
Validation of material models is conducted by an independent risk
function comprising of skilled, well-informed subject matter
experts. This is completed for new models or material
amendments to existing models and as part of an ongoing
periodic programme to assess model performance. The
frequency of periodic revalidation is aligned to the tier of the
model.
The independent validation focuses on a variety of model
features, including model inputs, model processing, model
outputs, the implementation of the model and the quality of the
ongoing performance monitoring. Independent validation also
focuses on the quality and accuracy of the development
documentation and the model’s compliance with regulation.
The model materiality combined with the validation rating
provides the basis for model risk appetite measures and enables
model risk to be robustly monitored and managed across NWM
Group.
Ongoing performance monitoring is conducted by model owners
and overseen by the model validators to ensure parameter
estimates and model constructs remain fit for purpose, model
assumptions remain valid and that models are being used
consistently with their intended purpose. This allows timely action
to be taken to remediate poor model performance and/or any
control gaps or weaknesses.
Mitigation
By their nature – as approximations of reality –
model risk is
inherent in the use of models. It is managed by refining or
redeveloping models where appropriate – due to changes in
market conditions, business assumptions or processes – and by
applying adjustments to model outputs (either quantitative or
based on expert opinion). Enhancements may also be made to
the process within which the model output is used in order to
further limit risk levels.
Reputational risk
Definition
Reputational risk is the risk of damage to stakeholder trust due to
negative consequences arising from internal actions or external
events.
Sources of risk
The three primary drivers of reputational risk are: failure in
internal risk management systems, processes or culture; NWM
Group’s actions materially conflicting with stakeholder
expectations; and contagion (when NWM Group’s reputation is
damaged by failures in key sectors including NWM Group’s
supply chain or other partnerships).
Key developments in 2025
Enhancements were made to expand the requirements of the
reputational risk policy to suppliers and third parties.
(1)
The environmental, social and ethical (ESE)
animal welfare,
mining and metals and forestry, fisheries and agribusiness
risk acceptance criteria were reviewed and updated in line
with strategic objectives.
Governance
Risk governance for reputational risk is in line with the approach
outlined in the Risk management framework section.
A reputational risk policy supports reputational risk management
across NWM Group. Reputational risk registers are used to
manage reputational risks identified within relevant business
areas. These are reported to the relevant NWM Group business
risk committee.
Material reputational risks to NWM Group are escalated via the
NWG Group reputational risk register, which is reported at every
meeting of the Group Reputational Risk Committee.
The Group
Reputational Risk Committee also opines on matters that
represent material reputational risks. The Executive and Board
Risk Committees oversee the identification and reporting of
reputational risk.
Risk and capital management continued
Reputational risk continued
NWM Group
Annual Report and Accounts 2025
60
Risk appetite
Risk appetite for reputational risk is in line with the approach
outlined in the Risk management framework section.
Reputational risk appetite is approved by the Board. NWM Group
manages and articulates its appetite for reputational risk through
a qualitative reputational risk appetite statement and associated
quantitative measures.
The risk appetite statements and associated measures for
reputational risk are reviewed at least annually by the Board on
the Board Risk Committee’s recommendation to ensure they
remain appropriate and aligned to strategy.
NWM Group seeks to identify, measure and manage risk aligned
to stakeholder trust. However, reputational risk is inherent in
NWM Group’s operating environment and public trust is a specific
factor in setting reputational risk appetite.
Measurement and monitoring
Relevant internal and external factors are monitored through
regular reporting via reputational risk registers at NWM Group
business level. They are escalated, where appropriate, to the
relevant NWM Group executive committee and where material,
to the NatWest Group Reputational Risk Committee.
Additional principal risk indicators for material risks being
monitored are also reported to the Group Reputational Risk
Committee and to the Executive and Board Risk Committees.
Mitigation
Standards of conduct are in place across NWM Group requiring
strict adherence to policies, procedures and ways of working to
ensure business is transacted in a way that meets – or exceeds –
stakeholder expectations.
External events that could cause reputational damage are
identified and mitigated through NWM Group’s top and emerging
risks process (where sufficiently material) as well as through the
NatWest Group and business-level reputational risk registers.
(1)
From 1 January 2026, the name of the ESE Risk Framework was updated to the
Environmental & Social Risk Framework. This change better reflects the framework's
underlying methodology which focuses on a risk-based approach aligned to
organisational risk appetite, rather than values-based judgements.
Report of the directors
NWM Group
Annual Report and Accounts 2025
61
The directors present their report together with the audited
accounts for the year ended 31 December 2025. The statements
in this report are correct as of 31 December 2025, subsequent
changes to Board membership are detailed in Board of directors
and secretary on page 17.
Other information incorporated into this report by reference can
be found at:
Page
Financial review
14
Board of directors and secretary
17
Share capital and reserves
133
Post balance sheet events
147
Risk factors
151
Group structure
NatWest Markets Plc (‘NWM Plc’) is a wholly-owned subsidiary of
NatWest Group plc (‘NWG plc’ or ‘the ultimate holding company’).
The NatWest Markets Group (‘NWM Group’) comprises NWM Plc
and its subsidiary and associated undertakings. The term
‘NatWest Group’ comprises NatWest Group plc and its
subsidiaries. NatWest Group plc is incorporated in the UK and
has its registered office at 36 St Andrew Square, Edinburgh, EH2
2YB.
Details of NWM Plc’s principal subsidiary undertakings and their
activities are shown in Note 16 to the consolidated financial
statements. A full list of related undertakings of NWM Plc is
shown in Note 34 to the consolidated financial statements.
The financial statements of NWG plc can be obtained from
NatWest Group Corporate Governance, Gogarburn, Edinburgh,
EH12 1HQ, the Registrar of Companies or at natwestgroup.com.
Activities
NWM Group offers debt financing, risk management and trading
solutions to customers.
Results and dividends
The profit attributable to the ordinary shareholders of NWM
Group for the year ended 31 December 2025 was £167 million
compared with a loss of £20 million for the year ended 31
December 2024, as set out in the consolidated income statement
on page 75.
No dividends were paid to NatWest Group plc during the year.
Employees
At 31 December 2025, NWM Group employed 1,600 people
(excluding temporary staff). Details of all related costs are
included in Note 3 to the consolidated financial statements
.
Corporate Governance statement
For the financial year ended 31 December 2025, the company
has chosen to report against the Wates Corporate Governance
Principles for Large Companies (the Wates Principles) and the
disclosures below explain how the company has applied the
Wates Principles in the context of its corporate governance
arrangements.
1. Purpose and leadership
Strategy
NatWest Group’s strategy is set and approved by the NatWest
Group plc Board. The NWM Plc Board (‘the Board’) reviews and
sets the strategic direction of NWM Plc and, as appropriate, the
strategies for each of its businesses in order to maintain the
consistency of NWM Plc's activities with the Commercial &
Institutional strategy and the wider NatWest Group strategy. It
subsequently oversees the execution of the strategy and holds
management to account for its delivery.
Further information on NatWest Group’s progress against its
strategy can be found in the NatWest Group plc 2025 Annual
Report and Accounts.
Culture
The NatWest Group plc Board actively monitors culture across
NatWest Group in a number of ways.
In February 2025, the
NatWest Group plc Board approved the new core behavioural
framework. Following the refresh of the Group’s purpose,
strategy, ambition and performance culture, the new framework
consolidated previous colleague frameworks into a single set of
action-oriented behaviours under the “Winning Together” banner.
It was noted that the move away from values to behaviours
would help to drive measurable progress.
There is regular reporting to the Board on culture, so as to
provide appropriate oversight of culture matters. NWM Group
continues to embed and develop its risk culture. This supports
our ambition to foster a positive culture and ensure ‘good
conduct’ outcomes for clients.
2. Board Composition
The Board
The Board is structured to ensure that the directors provide
NatWest Markets Plc with the appropriate combination of skills,
experience, knowledge, and diversity, as well as independence.
The Board has seven directors comprising: the interim Chair, two
executive directors (being the Chief Executive Officer and Chief
Financial Officer) and four independent non-executive directors.
The size of the Board is considered appropriate, taking into
account the size and scale of NWM Plc’s business.
The Chair
The role of the Chair is to lead the Board and ensure its overall
effectiveness. This is distinct and separate from that of the Chief
Executive Officer who manages the business day-to-day.
Non-Executive Directors
The majority of the Board comprises independent non-executive
directors. Their role is to challenge and scrutinise the
performance of management and to help develop proposals on
strategy. They also review the performance of management in
meeting agreed goals and objectives and monitor the firm’s risk
profile. The non-executive directors combine broad business and
commercial expertise and bring experience from a wealth of
areas including audit, banking, finance, human resources, digital
assets and risk management.
Report of the directors continued
NWM Group
Annual Report and Accounts 2025
62
The Board periodically undertakes an independence assessment
of the non-executive directors.
All non-executive directors are
considered to be independent and there are no relationships or
circumstances that are likely to affect their judgement.
Induction Training
All new directors undergo a formal induction programme upon
joining the Board which is coordinated by the Company
Secretary and tailored to their individual needs. This includes
meetings with other directors, senior executives and business
heads. Meetings with the external auditor, legal counsel and
other key stakeholders are arranged as appropriate. Directors
also receive comprehensive guidance from the Company
Secretary on NatWest Group’s Corporate Governance
Framework and associated policies, including their duties as
directors.
Continuous Development
Non-executive directors discuss their professional development
periodically with the Chair. Directors maintain their knowledge
and familiarity with NWM Plc through regular meetings with
senior management (including representatives of NatWest Group)
and participate in scheduled Board training and other external
sessions as appropriate.
During 2025, teach-in sessions on Private Markets, Capital,
Liquidity, Recovery and Resolution including Trading Activity
Wind-down and Stablecoins and Tokenised Deposits amongst
others were arranged for the directors. Directors may also
request individual in-depth briefings from time to time on areas of
particular interest.
Board Diversity
The Board is committed to promoting diversity and inclusion in
the boardroom and aims to meet industry targets and
recommendations wherever possible. The Board has a
Boardroom Inclusion Policy which aims to promote diversity and
inclusion in the composition of the Board of Directors and in the
nomination and appointment process. The Policy reflects the
values of the wider NatWest Group, its Inclusion Policy and
relevant legal, regulatory or best practice requirements.
Committees
The responsibilities of the Board are executed, in part, through its
committees (namely, the Audit Committee, the Board Risk
Committee, the Performance and Remuneration Committee and
the Nominations Committee). All matters that the Board has
specifically delegated to these committees are set out in their
terms of reference (ToRs). All other matters, including
responsibility for the day-to-day operation of NWM Plc (that are
not specifically reserved for the Board or delegated to a
committee) are delegated to the NWM Plc Chief Executive Officer
(CEO) in accordance with such policies and directions as the
Board determines appropriate, including the NWM Plc CEO’s role
profile.
Succession
The Board is responsible for ensuring that NWM Plc has in place
succession plans for the Board and senior management so as to
maintain an appropriate balance of skills and experience. The
NatWest Group Nominations and Governance Committee is also
required to approve all appointments to the Board, reflecting the
company’s position as a subsidiary of NatWest Group.
Board Effectiveness
The effectiveness of the Board, including the Chair, individual
directors and committees, is assessed periodically. The Board
considers such assessments to play an important role in the
identification of areas for further improvement, focus and for
strengthening its overall performance.
The Company Secretary
In fulfilling its role, the Board is supported by the Company
Secretary. The Company Secretary is responsible for ensuring
good information flows between the Board and its committees
and between senior management and non-executive directors,
as well as facilitating induction and assisting with professional
development of non-executive directors, as required. The
directors may also seek independent, professional advice, where
necessary, at NWM Plc’s expense.
3. Director Responsibilities
Policy & Framework
NatWest Group has in place a Corporate Governance
Framework, including a Corporate Governance Policy. All
directors of NWM Plc are required to ensure that they are
familiar with the Corporate Governance Framework and that
NWM Plc complies with it.
The Board has a programme of seven scheduled meetings every
year. The Board ToRs include a formal schedule of matters
specifically reserved for the Board which are reviewed at least
annually. Each director has a role profile which clearly articulates
their responsibilities and accountabilities. Similarly, any additional
regulatory responsibilities and accountabilities where any of the
directors undertake a Senior Manager Function (as defined under
the Prudential Regulation Authority’s and Financial Conduct
Authority’s ‘Senior Manager Regimes’) are set out in their
Statement of Responsibilities.
To support them in the discharge of their duties, all directors
receive regular and timely information on all key aspects of the
business including financial performance, strategy, key risks, and
market conditions.
Conflicts of Interest
The Board follows NatWest Group’s guidance relating to
directors’ conflicts of interest.
The Board has the power to authorise any actual or potential
conflicts of interest in accordance with the Companies Act 2006
and NWM Plc’s Articles of Association. The company maintains a
register of directors’ interests and appointments and there is
discussion of directors’ conflicts in Board meetings, as required.
During the year, none of the directors declared any material
interest, directly or indirectly, in any contract of significance with
any company within NatWest Group.
All directors were reminded of their obligations in respect of
transacting in NWM Plc securities (Personal Account Dealing) and
all directors have confirmed that they have complied with their
obligations.
Report of the directors continued
NWM Group
Annual Report and Accounts 2025
63
Board Committees
In order to provide effective oversight and leadership, the Board
has established a number of committees with particular
responsibilities:
The Audit Committee
comprises at least two independent non-
executive directors, one of whom is the Chair of the Board Risk
Committee. The Committee assists the Board in discharging its
responsibilities for monitoring the integrity of the financial
statements. It reviews the accounting policies, financial reporting
and regulatory compliance practices of NWM Plc, its system and
standards of internal controls, and monitors the processes for
internal audit and external audit.
The Board Risk Committee
comprises at least two independent
non-executive directors, one of whom is the Chair of the Audit
Committee and one of whom is a member of the NWM RemCo.
The Committee provides oversight and advice to the Board in
relation to current and potential future risk exposures and future
risk profile, including determination of risk appetite, the
effectiveness of the risk management framework and (in
conjunction with the Audit Committee) internal controls required
to manage risk. The Committee also reviews compliance with
NatWest Group Policy Framework and reviews the performance
of NWM Plc relative to risk appetite.
The Performance and Remuneration Committee (RemCo)
comprises at least four independent non-executive directors and
oversees the implementation of the Group-wide Remuneration
Policy within NWM. It also considers and makes
recommendations on remuneration arrangements for senior
executives of NWM Plc.
The Nominations Committee
comprises the Chair and the
independent non-executive directors. It is responsible for assisting
the Board in the formal selection and appointment of directors. It
reviews the structure, size and composition of the Board and
membership and chairship of Board committees.
4. Opportunity and risk
The role of the Board is to promote the long-term success of
NWM Plc and the delivery of sustainable value to its shareholder.
The Board reviews and approves risk appetite for strategic and
material risks in accordance with NatWest Group’s risk appetite
framework; monitors performance against risk appetite for NWM
Plc; and considers any material risks and approves (as
appropriate) recommended actions escalated by the NWM Plc
Board Risk Committee.
NWM Plc’s risk strategy is informed and shaped by an
understanding of the risk landscape including a range of
significant risks and uncertainties in the external economic,
political and regulatory environments.
NWM Plc complies with NatWest Group’s risk appetite
framework, which is approved annually by the NWG plc Board, in
line with NatWest Group’s risk appetite statements, frameworks
and policies. NatWest Group risk appetite is set in line with overall
strategy.
NatWest Group operates an integrated risk management
framework, which is centred on the embedding of a strong risk
culture. The framework ensures the tools and capability are in
place to facilitate sound risk management and decision-making
across the organisation.
NWM Plc also complies with the NatWest Group Policy
Framework, the purpose of which is to ensure that NatWest
Group establishes and maintains NatWest Group-wide policies
that adequately address the risks inherent in its business
activities.
Further information on NWM Plc’s risk management framework
including risk culture, risk governance, risk appetite, risk controls
and limits, and risk identification and measurement can be found
in the Risk overview section of this report.
5. Remuneration
The NatWest Group reward policy provides a consistent policy
across all NatWest Group companies and ensures compliance
with regulatory requirements. The reward policy is aligned with
the business strategy, objectives, values and long-term interests
of the company. The policy supports a culture where individuals
are rewarded for delivering sustained performance in line with
risk appetite and for demonstrating the right conduct and
behaviours.
The RemCo reviews remuneration for executives of the company
and considers reports on the wider workforce including annual
pay outcomes and diversity information. The RemCo helps to
ensure that the remuneration policies, procedures and practices
being applied are appropriate at NWM Plc level.
Executive remuneration structures incentivise individuals to
deliver sustainable performance based on strategic objectives for
NatWest Group and the relevant business area. Performance is
assessed against a balanced scorecard of financial and non-
financial measures and variable pay is subject to retention and
holding periods as well as malus and clawback provisions to
ensure rewards are justified in the long-term.
NatWest Group launched its new performance
management
philosophy
Beyond in
2024, shifting the focus from
pay decisions based on ratings to data-driven reward decisions.
Colleague goals
remain
set against a balanced scorecard of
measures to support business strategy and strategic purpose.
NatWest Group continues to pay colleagues fairly for the work
they do, supported by simple and transparent pay structures in
line with industry best practices. NatWest Group keeps policies
and processes under review to ensure it does so.
NatWest Group
are proud to be an accredited Living Wage
Employer,
demonstrating
commitment to setting pay levels above
the real living wage rates. In 2025, NatWest Group furthered its
commitment to fair pay by achieving re-certification as a Global
Living Wage Employer, recognising that rates of pay for
colleagues outside the UK are at or above the living wage
threshold as defined by the Fair Wage Network.
NatWest Group helps colleagues to have an awareness of the
financial and economic factors affecting its performance through
quarterly ‘Results Explained’ communications and events with the
Group Chief Executive Officer and Chief Financial Officer.
Further information on the remuneration policy, pay ratios and
employee share plans can be found in the Directors’
remuneration report (DRR) of the NatWest Group plc 2025
Annual Report and Account. Gender and Ethnicity Pay Gap
information can be found in the Strategic report section of the
NatWest Group plc 2025 Annual Report and Accounts along with
the steps being taken to build an inclusive and engaged
workforce.
Report of the directors continued
NWM Group
Annual Report and Accounts 2025
64
6. Stakeholder relationships and engagement
NWM Plc is committed to managing the wider social,
environmental and economic impacts of its operations which
includes the way it deals with its customers and manages the
sustainability of its supply chain.
The Board recognises the importance of engaging with
stakeholders and discussions at Board meetings are focused
around the impact that NWM Plc’s activities may have on key
stakeholder groups. The Board reporting style has a specific
section focussing on the stakeholder impacts to support decision-
making.
For further details on the Board’s engagement with employees,
customers, suppliers and others, and how these stakeholders’
interests have influenced one of the Board’s principal decisions,
refer to pages 12 to 13 of the Strategic report.
Internal control over financial reporting
The internal controls over financial reporting for NWM Group are
consistent with those at NatWest Group level. NWM Group has
designed and assessed the effectiveness of its internal control
over financial reporting as of 31 December 2025 based on the
criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission in the 2013 publication of ‘Internal
Control – Integrated Framework’. As part of the assessment,
management have considered the additional activities required
for its internal control over financial reporting during the year,
such as oversight on controls performed on NWM Group’s behalf,
to better reflect the size, scale and overall materiality of the
business profile compared to the NatWest Group framework. Any
deficiencies identified are reported to NWM Group Audit
Committee along with management’s remediation plans.
Directors’ interests
The executive directors may participate in NatWest Group’s long-
term incentive plans, executive share option and share save
schemes, further details can be found in Note 29 to the
consolidated financial statements ‘Directors' and key
management remuneration’.
None of the directors held an interest in the loan capital of the
ultimate holding company or in the shares or loan capital of NWM
Plc or any of its subsidiaries, during the period from 1 January
2025 to 12 February 2026.
Directors' indemnities
In terms of section 236 of the Companies Act 2006 (the
‘Companies Act’), Qualifying Third Party Indemnity Provisions
have been issued by the ultimate holding company to NWM Plc
directors, individuals authorised by the PRA/FCA and certain
directors and/or officers of NatWest Group’s subsidiaries and all
trustees of NatWest Group pension schemes.
Going concern
NWM Plc’s business activities and financial position, the factors
likely to affect its future development and performance and its
objectives and policies in managing the financial risks to which it
is exposed, and its capital are discussed in the Financial review.
The risk factors which could materially affect NWM Plc’s future
results are set out on pages 151 to 168. NWM Plc’s regulatory
capital resources and significant developments in 2025, and
anticipated future developments are detailed in the Capital,
liquidity and funding section on pages 32 to 37. This section also
describes NWM Plc’s funding and liquidity profile, including
changes in key metrics and the build-up of liquidity reserves.
Having reviewed NWM Plc’s principal risks, forecasts, projections
and other relevant evidence, the directors have a reasonable
expectation that NWM Plc will continue in operational existence
for a period of 12 months from the date of this report.
Accordingly, the financial statements of NWM Plc have been
prepared on a going concern basis.
Political donations
During 2025, no political donations were made in the UK or EU,
nor any political expenditure incurred in the UK or EU.
Directors’ disclosure to auditors
Each of the directors at the date of approval of this report
confirms that:
(a)
so far as the director is aware, there is no relevant audit
information of which NWM Plc’s auditors are unaware; and
(b)
the director has taken all the steps that they ought to have
taken as a director to make himself/herself aware of any
relevant audit information and to establish that NWM Plc’s
auditors are aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the Companies
Act.
Auditors
Ernst & Young LLP (EY) are the current auditors of the company.
Following a tender undertaken in 2022, overseen by the NatWest
Group Audit Committee, NWM Plc intends to appoint
PricewaterhouseCoopers LLP (PwC) as auditors for the financial
period ending 31 December 2026. This will be the last period of
audit by EY as they will not be proposed for re-appointment as
auditors by the company. A resolution to appoint PwC as the
company’s auditors will be proposed at a future General Meeting.
PwC has shadowed the 2025 year-end audit, which was
completed by EY, and attended NWM Audit Committee meetings
during 2025, as appropriate.
By order of the Board
Sarah Beddows
Company Secretary
12 February 2026
NatWest Markets Plc
is registered in Scotland No. SC090312
Statement of directors’ responsibilities
NWM Group
Annual Report and Accounts 2025
65
This statement should be read in conjunction with the responsibilities of the auditor set out in their report on pages 67 to 74.
The directors are responsible for the preparation of the Annual Report and Accounts. The directors are required to prepare Group
financial statements, and as permitted by the Companies Act 2006 have elected to prepare company financial statements, for each
financial year in accordance with UK-adopted IAS, and IFRS, as issued by the IASB. They are responsible for preparing financial
statements that present fairly the financial position, financial performance and cash flows of NWM Group and NWM Plc. In preparing
those financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable, relevant and reliable; and
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in
the financial statements.
prepare the financial statements on a going concern basis unless it is inappropriate to presume that the company and Group will
continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial
position of NWM Group and to enable them to ensure that the Annual Report and Accounts complies with the Companies Act 2006.
They are also responsible for safeguarding the assets of NWM Plc and NWM Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a Strategic report and Report of the directors,
that comply with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and
financial information included on the company’s website.
The directors confirm that to the best of their 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) includes 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
Tamsin Rowe
Jonathan Peberdy
Simon Lowe
Interim Chair
Chief Executive Officer
Chief Financial Officer
12 February 2026
Board of directors
Interim Chair
Executive directors
Non-executive directors
Tamsin Rowe
Jonathan Peberdy
Simon Lowe
Rupert Hume-Kendall
Thierry Roland
Anne Simpson
Sabrina Wilson
Financial statements
NWM Group
Annual Report and Accounts 2025
66
Contents
Page
Independent auditor’s report
67
Consolidated income statement
75
Consolidated statement of comprehensive income
75
Balance sheet
76
Statement of changes in equity
77
Cash flow statement
79
Accounting policies
80
Notes to the accounts
1
Net interest income
86
2
Non-interest income
86
3
Operating expenses
87
4
Geographical segment analysis
88
5
Pensions
89
6
Auditor’s remuneration
93
7
Tax
93
8
Profit/loss dealt with in the accounts of NWM Plc
95
9
Financial instruments - classification
96
10
Financial instruments - valuation
100
11
Financial instruments - maturity analysis
113
12
Trading assets and liabilities
117
13
Derivatives
118
14
Loan impairment provisions
128
15
Other financial assets
129
16
Investment in group undertakings
130
17
Other assets
130
18
Other financial liabilities
130
19
Subordinated liabilities
131
20
Other liabilities
132
21
Share capital and reserves
133
22
Structured entities
134
23
Asset transfers
135
24
Capital resources
136
25
Memorandum items
137
26
Non-cash and other items
142
27
Analysis of changes in financing during the year
143
28
Analysis of cash and cash equivalents
143
29
Directors’ and key management remuneration
144
30
Transactions with directors and key management
144
31
Related parties
145
32
Ultimate holding company
147
33
Post balance sheet events
147
34
Related undertakings
148
Independent auditors’ report to the members of NatWest
Markets plc
NWM Group
Annual Report and Accounts 2025
67
Opinion
In our opinion:
The financial statements of NatWest Markets Plc (the ‘Bank’) and its subsidiaries (together, the ‘Group’) give a true and fair view of
the state of the Group’s and of the Bank’s affairs as at 31 December 2025 and of the Group’s profit for the year then ended;
The Group financial statements have been properly prepared in accordance with UK adopted International Accounting Standards
(‘IAS’) and International Financial Reporting Standards (‘IFRS’) as adopted by the European Union and IFRS as issued by the
International Accounting Standards Board (‘IASB’);
The Bank’s financial statements have been properly prepared in accordance with UK adopted International Accounting Standards
as applied in accordance with section 408 of the Companies Act 2006, and IFRS as issued by the IASB;
The financial statements of the Group have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements (see table below) of the Group and the Bank for the year ended 31 December 2025 which
comprise:
Group
Bank
Consolidated balance sheet as at 31 December 2025
Consolidated income statement for the year then ended
Consolidated statement of comprehensive income for the year then
ended
Consolidated statement of changes in equity for the year then
ended
Consolidated cash flow statement for the year then ended
Related Notes 1 to 34 to the financial statements, including material
accounting policy information; and
Risk and capital management sections identified as ‘audited’
Balance sheet as at 31 December 2025
Statement of changes in equity for the year
then ended
Cash flow statement for the year then ended
Related Notes 1 to 34 to the financial
statements, including material accounting policy
information; and
Risk and capital management sections identified
as ‘audited’
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Accounting
Standards and as regards to the Group financial statements, IFRS as adopted by the European Union and IFRS as issued by the IASB,
and as regards to the Bank’s financial statements, as applied in accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and the Bank in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Bank and we remain
independent of the Group and Bank in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group and Bank’s ability to
continue to adopt the going concern basis of accounting included:
In conjunction with our walkthrough of the Group’s financial close process, we confirmed our understanding of the directors’ going
concern assessment process. We engaged with management to determine if key factors were considered in the assessment.
We evaluated the directors’ going concern assessment which included assessing their evaluation of business and strategic plans on
future capital adequacy, liquidity and funding position. The assessment of these positions considered the results of internal stress
tests and other factors including non-financial risks.
We evaluated the directors’ going concern assessment under different scenarios considering the current uncertain geopolitical and
economic outlook.
We reviewed the Group’s going concern disclosures included in the Annual Report and Accounts in order to assess that the
disclosures were appropriate and in conformity with the reporting standards.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and Bank’s ability to continue as a going concern for a period of
twelve months from the date when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s or
Bank’s ability to continue as a going concern.
Independent auditor’s report to the members of NatWest Markets Plc continued
NWM Group
Annual Report and Accounts 2025
68
Overview of our audit approach
Audit scope
We performed an audit of the complete financial information of two components and audit procedures on
specific balances for a further two components.
We performed centralised procedures for certain audit areas and balances as outlined in the Tailoring the
scope section of our report.
Key audit
matters
Valuation of financial instruments with higher risk characteristics
Provisions for litigation
IT access management
Materiality
Overall Group and Bank materiality of £69 million which represents 1% of shareholder’s equity of the Bank.
An overview of the scope of the Group audit
Tailoring the scope
We have followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on which
to base our audit opinion. We performed risk assessment procedures, with input from our component teams, to identify and assess
risks of material misstatement of the Group financial statements and identified significant accounts and disclosures. When identifying
components at which audit work needed to be performed to respond to the identified risks of material misstatement of the Group
financial statements, we considered our understanding of the Group and its business environment, the potential impact of climate
change, the applicable financial framework, the Group’s system of internal control at the entity level, the existence of centralised
processes, applications and any relevant internal audit results.
Our risk assessment and scoping identified the following entities that are relevant to the Group audit (collectively the ‘Relevant
Components’):
Legal entity
Component type
Key locations where work was performed
NatWest Markets Plc
Individually relevant component
United Kingdom, India and Singapore
NatWest Markets N.V.
Individually relevant component
United Kingdom, Netherlands and India
NatWest Markets Securities Inc.
Additional relevant component
United States, United Kingdom and India
NatWest Markets Securities Japan
Limited
Additional relevant component
United Kingdom, India and Japan
In addition, we performed centralised audit procedures over the Relevant Components in the following key audit areas:
Key audit area on which procedures were performed centrally
Relevant Components subject to central procedures
Valuation of financial instruments with higher risk characteristics
All components
Certain procedures relating to provisions for litigation
All components
IT access management
All components
We identified NatWest Markets Plc and NatWest Markets N.V. as individually relevant components (IRCs) to the Group due to
materiality or financial size of the components relative to the Group and significant risks being associated with the components
For these IRCs, we identified the significant accounts where audit work needed to be performed by applying professional judgement,
having considered the Group significant accounts on which centralised procedures will be performed, the reasons for identifying the
financial reporting component as an IRC and the size of the component’s account balance relative to the Group significant financial
statement account balance.
We then considered whether the remaining Group significant account balances not yet subject to audit procedures, in aggregate, could
give rise to a risk of material misstatement of the Group financial statements. We selected NatWest Markets Securities Inc. and
NatWest Markets Securities Japan Limited as additional relevant components (ARCs) to include in our audit scope to address this risk.
We instructed EY component teams (including functional component teams) to perform the audit of NatWest Markets Securities Inc.
The audits for NatWest Markets Plc, NatWest Markets N.V. and NatWest Markets Securities Japan Limited were performed by the
Group audit engagement team in the UK with support from EY component teams (including functional component teams) and EY
teams in other locations to perform work in certain areas. The EY functional component teams focused on the audit of specific
balances and/or specified procedures including aspects of treasury, credit, operating costs, and financial reporting processes across
Relevant Components.
Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key audit matters section of our
report.
Coverage of the Group financial statements
The coverage obtained from the procedures performed on the Relevant Components is as below. We considered total assets, total
equity and total income to verify we had appropriate overall coverage.
Independent auditor’s report to the members of NatWest Markets Plc continued
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69
Involvement with other teams involved in the audit
In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the
components by us, as the Group audit engagement team.
The Group audit engagement team interacted regularly with the component teams (including functional component teams) and EY
teams in other locations, where appropriate, throughout the course of the audit. This included holding planning meetings, maintaining
regular communications on the status of the audits, reviewing key working papers and taking responsibility for the scope and direction
of the audit process. The Group audit engagement team continued to follow a programme of virtual or in person oversight visits that
have been designed to ensure that the Senior Statutory Auditor, or another Group audit partner, has ongoing interactions with all in
scope locations. During the current year’s audit cycle, visits were undertaken by the Group audit engagement team to India and the
United States. These visits involved meetings with local management and discussions with our teams on audit approach and significant
issues arising from their work. The Group audit engagement team interacted regularly with the component teams and EY teams in
other locations and maintained a continuous and open dialogue, as well as holding periodic formal closing meetings, to ensure that the
Group audit engagement team were fully aware of their progress and the results of their procedures.
This, together with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the Group
financial statements.
Climate change
Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that the most
significant future impacts from climate change on its operations will be from physical, transition risk and liability risk. These are
explained in the Climate and nature risk section within the Risk and capital management section in the Annual Report and Accounts,
which forms part of the ‘Other information’, rather than the audited financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on ‘Other
information’.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any
consequential material impact on its financial statements.
The Group has explained in the Accounting policies how they have reflected the impact of climate change in their financial statements
and the significant judgements and estimates relating to climate change. The Group notes that many of the effects arising from climate
change will be longer term in nature, with an inherent level of uncertainty, and have limited effect on accounting judgements and
estimates for the current period.
Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating the Group’s
assessment of the impact of climate risk, their climate commitments and the significant judgements disclosed in the Accounting
policies, and whether these have been appropriately reflected in forward-looking accounting estimates following the requirements of
UK adopted International Accounting Standards, IFRS as adopted by the European Union and IFRS as issued by the IASB. As part of
this evaluation, we performed our own risk assessment to determine the risk of material misstatement in the financial statements from
climate change which needed to be considered in our audit.
Based on our work, whilst we have not identified the impact of climate change on the financial statements to be a standalone key
audit matter, we have considered the impact on the following key audit matter, valuation of financial instruments with higher risk
characteristics. Details of the impact, our procedures and findings are included in our explanation of this key audit matter below.
Independent auditor’s report to the members of NatWest Markets Plc continued
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70
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those which had the greatest effect on the overall audit strategy, the allocation of resources
in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Risk
Our response to the risk
Valuation of financial instruments with higher risk characteristics
As at 31 December 2025 the Group held financial
instruments with higher risk characteristics. These
included, but are not limited to, reported level 3
assets of £0.8 billion (2024 - £1.1 billion) and level 3
liabilities of £0.3 billion (2024 - £0.5 billion) whose
value is dependent upon unobservable inputs. Refer
to the Accounting policies and Note 10 to the
financial statements.
The valuation of those financial instruments with
higher risk characteristics can include significant
judgement as outlined below. The fair value of these
instruments can involve complex valuation models
and significant fair value adjustments, both of which
may be reliant on inputs where there is limited
market observability.
Management’s estimates which required significant
judgement include:
Complex models
:
complex model-dependent
valuations of financial instruments, the most
significant being interest rate swaps linked to
pre-payment behaviour and interest rate
options with exotic features;
Illiquid inputs:
Pricing inputs and calibrations for
illiquid instruments, including fair value loan
exposures for which there is no active market.
Additionally, derivative instruments whose
valuation is dependent on discount rates
associated with complex collateral
arrangements; and
Fair value adjustments
:
The appropriateness of
fair value adjustments made to derivative
valuations including Funding Valuation
Adjustments (FVA) and Credit Valuation
Adjustments (CVA) relating to counterparties
whose credit spread may not be observable,
and material product and deal specific
valuation adjustments on long dated derivative
portfolios
.
Controls testing:
We evaluated the design and operating effectiveness of controls relating to
financial instrument valuation including independent price verification,
valuation models governance, collateral management, income statement
analysis and the associated controls over relevant information technology
systems. We also observed the Valuation Committees where valuation
inputs, assumptions and adjustments were discussed and approved.
Overall assessment:
We involved our financial instrument valuation and
modelling specialists to assist us in performing procedures including the
following:
Complex models:
Testing a sample of complex model-dependent
valuations by performing independent revaluation to assess the
appropriateness of models and the adequacy of assumptions and inputs
used by the Group;
Illiquid inputs:
Independently re-pricing a sample of financial instruments
that had been valued using illiquid pricing inputs, using alternative
pricing sources where available, to evaluate management’s valuation;
and
Fair value adjustments:
Comparing fair value adjustment methodologies
to current industry standards and assessing the appropriateness and
adequacy of the valuation adjustment framework in light of emerging
market practice and changes in the risk profile of the underlying
portfolio; and revaluing a sample of counterparty level FVA and CVA,
comparing funding spreads to third party data, independently
challenging illiquid CVA inputs, and testing material product and deal
specific adjustments on the long-dated derivatives portfolio.
Throughout our audit procedures we considered the current uncertain
geopolitical and economic outlook, including market volatility and the impact
of climate change on the valuation of financial instruments. We performed
analysis focusing on long-dated illiquid positions to understand if there were
indicators that pricing did not appropriately capture climate related risks.
We assessed whether there were any indicators of aggregate bias in
financial instrument marking and methodology assumptions.
We performed back-testing analysis of recent trade activity and asset
disposals to evaluate the drivers of significant differences between book
value and trade value to assess the impact on the fair value of similar
instruments within the portfolio. We performed an analysis of significant
collateral discrepancies with counterparties to assess the potential impact on
the fair value of the underlying (and similar) financial instruments.
How we scoped our audit to respond to the risk and involvement with component teams
We performed a risk assessment to identify financial instruments with higher risk of valuation characteristics. We performed
procedures centrally across all components for which this risk is relevant.
Key observations communicated to the Group Audit Committee
We are satisfied that the assumptions used by management to reflect the fair value of financial instruments with higher risk
characteristics are in accordance with IFRS. We highlighted the following to the Group Audit Committee:
Complex model-dependent valuations were appropriate based on the output of our independent revaluations, analysis of trade
activity, assessment of the output of the independent price verification process, inspection of collateral disagreements and peer
benchmarking;
The fair value estimates of financial instruments with illiquid inputs appropriately reflected pricing information available at 31
December 2025;
Valuation adjustments applied to derivative portfolios for credit, funding and other risks were recorded in accordance with the
requirements of IFRS considering trade activity for positions with common risk characteristics, analysis of market data and peer
benchmarking; and
Where control deficiencies were identified, we tested compensating controls and performed additional substantive procedures,
where necessary.
Independent auditor’s report to the members of NatWest Markets Plc continued
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71
Risk
Our response to the risk
Provisions for litigation
At 31 December 2025, the Group has
reported £46 million (2024 - £108 million) of
provisions for litigation. Refer to the
Accounting policies and Note 25 to the
financial statements.
Regulatory scrutiny and the continued
litigious environment give rise to a high level
of management judgement in determining
the appropriate provision for each case.
Management judgement is needed to
determine whether a present obligation
existed, and a provision should be recorded
as at 31 December 2025 in accordance
with the accounting criteria set out under
IAS 37.
We identified certain significant legal
matters where management’s
estimates required significant
judgement. This included the
determination of whether an outflow in
respect of these legal matters is
probable and can be estimated reliably
in accordance with IAS37 assessment.
Controls testing
:
We evaluated the design and operating effectiveness of key
controls over the identification, estimation, monitoring and disclosure of provisions
whilst considering the potential for management override of controls. The controls
tested, among others, included those to identify and monitor claims, determine
when a provision is required and to ensure the completeness and accuracy of data
used to estimate provisions.
We examined relevant regulatory and legal correspondence to assess
developments in the significant legal matters identified. We understood and
assessed the provisioning methodology as well as testing the underlying data and
assumptions used in the determination of the provisions recorded in accordance
with IAS37 for these matters.
We considered the accuracy of management’s historical estimates and considered
peer bank settlements in similar cases, where appropriate.
We conducted inquiries with internal legal counsel and obtained confirmations from
the Group’s external legal counsels to assist us in evaluating the existence of an
obligation and in assessing management’s estimate of potential outflow at year-end.
We assessed management’s conclusion by evaluating the underlying information
used in estimating the provisions including the consideration of alternate sources.
How we scoped our audit to respond to the risk and involvement with component teams
We performed a risk assessment to identify significant legal matters where management’s estimates required significant
judgement. We performed centralised procedures to address the risk across all components for which this risk is relevant, and
instructed our NatWest Markets Securities Inc. component team to perform certain additional procedures under our supervision.
Key observations communicated to the Group Audit Committee
We are satisfied that provisions for significant legal matters were reasonable and recognised in accordance with IAS 37.
Independent auditor’s report to the members of NatWest Markets Plc continued
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Annual Report and Accounts 2025
72
Risk
Our response to the risk
IT access management
The IT environment is complex and pervasive to the
operations of the Group due to the large volume of
transactions processed in numerous locations daily,
with extensive reliance on automated controls.
Appropriate IT controls are required to ensure that
applications process data as expected and that
changes are made in an appropriate manner. This
risk is also impacted by the growing dependency on
third parties, increasing use of cloud platforms,
decommissioning of legacy systems, and migration
to new systems. Such controls contribute to
mitigating the risk of potential fraud or errors as a
result of changes to applications and data.
The Group has implemented user access
management controls across IT applications,
databases and operating systems. We have
identified user access-related deficiencies in the past
and thus the risk of inappropriate access remains.
We evaluated the design and operating effectiveness of IT general controls,
including access over the applications, operating systems and databases
relevant to financial reporting.
We tested user access by assessing the controls in place for in-scope
applications, in particular testing the addition and periodic recertification of
users’ access. We continue to focus on key controls enforced by the
Group’s user access management tools, including ensuring the
completeness of user data, automated identification of movers and leavers
and the adequacy of the overall control environment in addressing access-
related IT risks to financial reporting. There have been no significant
changes in the suite of access management controls operated by the
Group in the current year.
For systems outsourced to third party service providers, we tested IT
general controls through evaluating the relevant Service Organisation
Controls (‘SOC’) reports (where available). This included assessing the
timing of the reporting, the controls tested by the service auditor and
whether they addressed relevant IT risks. We also tested required
complementary user entity controls performed by management. Where a
SOC report was not available, we identified and reviewed compensating
business controls to address risks to financial reporting.
Several systems
have been migrated to a cloud-hosted infrastructure model, however
access management processes and controls remained in-house, and they
formed part of our testing.
Where in-scope applications underwent transformations or data migrations
during the current year, we tested management’s controls on the
transformations, including inspecting the project plans, the results of testing
and the “go-live” approval process.
Where control deficiencies were identified, we tested remediation activities
performed by management and/or compensating controls in place and
assessed the impact, of any residual risk over financial statement reporting.
This included aggregation analysis of the deficiencies identified to consider
the pervasiveness of findings and the impact on our overall approach to
access management testing. Where the residual risk was not appropriately
addressed by compensating controls additional substantive testing was
performed.
How we scoped our audit to respond to the risk and involvement with component teams
All audit work performed to address this risk was undertaken by the Group audit engagement team on all Relevant Components.
Key observations communicated to the Group Audit Committee
Based on our testing procedures, including validating management’s remediation activities, testing of compensating controls and
substantive procedures, we concluded that the findings identified in relation to the IT control environment relevant to the financial
statements did not give rise to material misstatement.
Improvements have been made to further standardise and strengthen IT access management processes and controls, however
privileged access control deficiencies continue to be identified, including instances where the underlying systems are subject to
change within the year, including migrations. While privileged access findings led to an increase in the overall number of reported IT
control deficiencies requiring remediation by management, we tested compensating controls and performed additional substantive
procedures to address the residual risk.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our
audit procedures.
We determined materiality for the Group and Bank to be £69 million (2024: £59 million), which is 1% (2024: 1%) of shareholder’s equity
of the Bank. In our prior year audit, we excluded Additional Tier 1 instruments that were set to mature in 2025 to normalise our
materiality. This adjustment was necessary to prevent a temporary increase that would have resulted from additional issuances near
the end of the prior year. No
Additional Tier 1 instruments are due to mature in 2026 and therefore we have not adjusted our
materiality in the current year.
Independent auditor’s report to the members of NatWest Markets Plc continued
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Annual Report and Accounts 2025
73
Performance materiality
The application of materiality at the individual account or balance level.
It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was
that performance materiality was 50% (2024 - 50%) of our planning materiality, namely £35 million (2024 - £29.5 million).
We have set
performance materiality at this percentage (which is at the lowest end of the acceptable range of our audit methodology) based on
various considerations including the past history of misstatements.
Audit work was undertaken at component locations for the purpose of responding to the assessed risks of material misstatement of
the Group financial statements. The performance materiality set for each component is based on the relative scale and risk of the
component to the Group as a whole and our assessment of the risk of misstatement at that component.
In the current year, the
range of performance materiality allocated to components was between £17 million to £35 million (2024 - £18 million to £29.5 million).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Group Audit Committee that we would report to them all uncorrected audit differences in excess of £3 million
(2024 - £3 million), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual Report and Accounts including the Strategic report, Financial
review, Risk and capital management sections not identified as ‘audited’, Report of the directors, Statement of directors’
responsibilities, Risk factors, Forward-looking statements and Non-IFRS financial measures, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in
this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to
a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic report and the Report of the directors for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
the Strategic report and Report of the directors have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Bank and its environment obtained in the course of the audit, we
have not identified material misstatements in the Strategic report or the Report of the directors.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you
if, in our opinion:
adequate accounting records have not been kept by the Bank, or returns adequate for our audit have not been received from
branches not visited by us; or
the Bank financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of directors’ responsibilities, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group and Bank’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the Bank or to cease operations, or have no realistic alternative but to do so.
Independent auditor’s report to the members of NatWest Markets Plc continued
NWM Group
Annual Report and Accounts 2025
74
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud.
The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Group and the Bank, and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the
most significant are the regulations of the Prudential Regulation Authority, the Financial Conduct Authority and the Companies Act
2006.
We understood how the Group is complying with those frameworks by making inquiries of management, Internal Audit and those
responsible for legal and compliance matters. We also reviewed correspondence between the Group and regulatory bodies;
reviewed minutes of the Board and other key committees; and gained an understanding of the Group’s governance framework.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by
considering the controls established to address risks identified to prevent or detect fraud. We also assessed the risks of fraud in our
key audit matters. Our procedures over our key audit matters and other significant accounting estimates included challenging
management on the assumptions made and judgements required in determining these estimates. Our procedures also involved
journal entry testing, with a focus on journals meeting our defined risk criteria based on our understanding of the business.
We designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved inquiries of legal
counsel, management and Internal Audit. We also tested controls and performed procedures to respond to any financial statement
impacts of non-compliance with laws and regulations. These procedures were performed by both the Group audit engagement
team and component teams with oversight from the Group audit engagement team.
The Group operates in the banking industry which is a highly regulated environment. As such, the Senior statutory auditor
considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and
capabilities, involving specialists where appropriate.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the NatWest Group Audit Committee we were appointed by NatWest Group Plc at its annual
general meeting on 4 May 2016 to audit the financial statements of the Group and the Bank for the year ended 31 December
2016 and subsequent financial periods.
The period of total uninterrupted engagement including previous renewals and reappointments is ten years, covering periods from
our appointment through 31 December 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Bank and we remain
independent of the Group and the Bank in conducting the audit.
The audit opinion is consistent with the additional report to the Group Audit Committee.
Use of our report
This report is made solely to the Group’s and the Bank’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006.
Our audit work has been undertaken so that we might state to the Group’s and the Bank’s members those
matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Group and the Bank, and the Group’s and the Bank’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Chris Brouard (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London, United Kingdom
12 February 2026
Consolidated income statement
for the year ended 31 December 2025
NWM Group
Annual Report and Accounts 2025
75
2025
2024
Note
£m
£m
Interest receivable
2,585
2,720
Interest payable
(2,097)
(2,288)
Net interest income
1
488
432
Fees and commissions receivable
417
476
Fees and commissions payable
(188)
(213)
Income from trading activities
658
585
Other operating income
96
(43)
Non-interest income
2
983
805
Total income
1,471
1,237
Staff costs
(506)
(452)
Premises and equipment
(79)
(75)
Other administrative expenses
(711)
(671)
Depreciation and amortisation
(12)
(10)
Operating expenses
3
(1,308)
(1,208)
Profit before impairment losses/releases
163
29
Impairment (losses)/releases
14
(3)
8
Operating profit before tax
160
37
Tax credit
7
115
26
Profit for the year
275
63
Attributable to:
Ordinary shareholders
167
(20)
Paid-in equity holders
108
73
Non-controlling interests
-
10
275
63
Consolidated statement of comprehensive income
for the year ended 31 December 2025
2025
2024
£m
£m
Profit for the year
275
63
Items that do not qualify for reclassification
Remeasurement of retirement benefit schemes
5
(13)
Changes in fair value of financial liabilities designated at fair value through profit or loss (FVTPL)
(17)
(33)
FVOCI financial assets
3
14
Tax
(8)
23
(17)
(9)
Items that do qualify for reclassification
FVOCI financial assets
16
5
Cash flow hedges
(1)
127
(29)
Currency translation
23
(14)
Tax
(46)
16
120
(22)
Other comprehensive income/(loss) after tax
103
(31)
Total comprehensive income for the year
378
32
Attributable to:
Ordinary shareholders
270
(50)
Paid-in equity holders
108
73
Non-controlling interests
-
9
378
32
(1)
Refer to footnotes 1 and 2 of the statement of changes in equity.
Balance sheet
as at 31 December 2025
NWM Group
Annual Report and Accounts 2025
76
NWM Group
NWM Plc
2025
2024
2025
2024
Note
£m
£m
£m
£m
Assets
Cash and balances at central banks
9
16,023
16,229
9,357
11,069
Trading assets
12
46,174
48,883
22,087
26,186
Derivatives
13
60,866
78,105
57,793
74,982
Settlement balances
9
643
2,043
490
550
Loans to banks - amortised cost
9
1,221
1,171
603
897
Loans to customers - amortised cost
9
23,454
17,921
22,154
17,089
Amounts due from holding company and fellow subsidiaries
31
287
343
3,611
3,341
Other financial assets
15
19,084
17,850
17,354
16,081
Investments in group undertakings
16
-
-
2,403
2,263
Other assets
17
619
621
436
479
Total assets
168,371
183,166
136,288
152,937
Liabilities
Bank deposits
9
8,501
4,565
7,650
4,069
Customer deposits
9
7,161
4,840
2,824
2,350
Amounts due to holding company and fellow subsidiaries
31
6,068
6,771
8,278
10,757
Settlement balances
9
932
1,729
501
444
Trading liabilities
12
48,847
54,512
25,916
30,130
Derivatives
13
53,977
72,036
52,166
70,016
Other financial liabilities
18
35,453
31,263
31,740
27,966
Other liabilities
20
469
521
333
386
Total liabilities
161,408
176,237
129,408
146,118
Owners' equity
21
6,963
6,929
6,880
6,819
Non-controlling interests
-
-
-
-
Total equity
6,963
6,929
6,880
6,819
Total liabilities and equity
168,371
183,166
136,288
152,937
Owners’ equity of NWM Plc as at 31 December 2025 includes the profit for the year of £265 million (2024 loss - £33 million).
The accounts were approved by the Board of directors on 12 February 2026 and signed on its behalf by:
Tamsin Rowe
Jonathan Peberdy
Simon Lowe
NatWest Markets Plc
Interim Chair
Chief Executive Officer
Chief Financial Officer
Registration No. SC090312
Statement of changes in equity
for the year ended 31 December 2025
NWM Group
Annual Report and Accounts 2025
77
NWM Group
NWM Plc
2025
2024
2025
2024
Note
£m
£m
£m
£m
Called-up share capital - at 1 January and 31 December
21
400
400
400
400
Paid-in equity - at 1 January
1,496
904
1,496
904
Redeemed
(904)
-
(904)
-
Issued
600
592
600
592
At 31 December
21
1,192
1,496
1,192
1,496
Share premium account - at 1 January and 31 December
1,946
1,946
1,946
1,946
Merger reserve - at 1 January
(11)
(14)
-
-
Amortisation
3
3
-
-
At 31 December
(8)
(11)
-
-
FVOCI reserve - at 1 January
25
13
9
-
Unrealised gains
17
20
14
14
Realised losses/(gains)
1
(5)
2
(2)
Tax
(6)
(3)
(6)
(3)
At 31 December
37
25
19
9
Cash flow hedging reserve - at 1 January
(177)
(164)
(204)
(187)
Amount recognised in equity
(1)
(102)
(299)
(87)
(290)
Reclassification of OCI to P&L
(2)
229
270
235
257
Tax
(41)
16
(41)
16
At 31 December
(91)
(177)
(97)
(204)
Foreign exchange reserve - at 1 January
87
100
(142)
(157)
Retranslation of net assets
(27)
(98)
(100)
(14)
Foreign currency gains/(losses) on hedges of net assets
19
15
49
(7)
Recycled to profit or loss on disposal of businesses
31
70
76
36
At 31 December
110
87
(117)
(142)
Retained earnings - at 1 January
3,163
3,195
3,314
3,407
Profit attributable to ordinary shareholders and other equity owners
275
53
265
(33)
Paid-in equity dividends paid
(108)
(73)
(108)
(73)
Redemption/reclassification of paid-in equity
59
-
59
-
Realised gains/(losses) in period on FVOCI equity shares
- gross
1
4
-
1
- tax
(6)
8
(6)
8
Remeasurement of the retirement benefit schemes
- gross
5
(13)
5
(13)
- tax
(1)
16
(1)
16
Changes in fair value of financial liabilities designated at FVTPL due to changes
in credit risk
- gross
(17)
(33)
-
(8)
- tax
-
2
-
2
Share-based payments
- gross
-
(3)
-
(3)
- tax
7
10
7
10
Amortisation of merger reserve
(3)
(3)
-
-
Sharing in success
2
-
2
-
At 31 December
3,377
3,163
3,537
3,314
Owners' equity at 31 December
6,963
6,929
6,880
6,819
Statement of changes in equity for the year ended 31 December 2025 continued
NWM Group
Annual Report and Accounts 2025
78
NWM Group
NWM Plc
2025
2024
2025
2024
£m
£m
£m
£m
Non-controlling interests - at 1 January
-
(2)
-
-
Currency translation adjustments and other movements
-
(1)
-
-
Profit attributable to non-controlling interests
-
10
-
-
Dividends paid
-
(7)
-
-
At 31 December
-
-
-
-
Total equity at 31 December
6,963
6,929
6,880
6,819
Attributable to:
Ordinary shareholders
5,771
5,433
5,688
5,323
Paid-in equity holders
1,192
1,496
1,192
1,496
6,963
6,929
6,880
6,819
(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 costs, balances at
central banks. Refer to Note 13.
Cash flow statement
for the year ended 31 December 2025
NWM Group
Annual Report and Accounts 2025
79
NWM Group
NWM Plc
2025
2024
2025
2024
Note
£m
£m
£m
£m
Cash flows from operating activities
Operating profit/(loss) before tax
160
37
186
(32)
Adjustments for:
Non-cash and other items
26
(1,001)
143
(895)
(104)
Changes in operating assets and liabilities
26
(1,731)
(226)
(1,864)
(51)
Income taxes received/(paid)
96
(89)
108
(81)
Net cash flows from operating activities
(1)
(2,476)
(135)
(2,465)
(268)
Cash flows from investing activities
Sale and maturity of other financial assets
9,568
5,711
8,623
4,622
Purchase of other financial assets
(10,645)
(8,020)
(9,833)
(7,364)
Income received on other financial assets
913
971
871
882
Additional investment in associates
-
(1)
-
(1)
Dividends received from subsidiaries
-
-
98
94
Sale of property, plant and equipment
-
8
-
-
Purchase of property, plant and equipment
(1)
(2)
(1)
(1)
Net cash flows from investing activities
(165)
(1,333)
(242)
(1,768)
Cash flows from financing activities
Issue of paid-in equity
600
592
600
592
Redemption of paid-in equity
(845)
-
(845)
-
Issue of subordinated liabilities
-
918
-
918
Redemption of subordinated liabilities
-
(814)
-
(814)
Interest paid on subordinated liabilities
(69)
(91)
(67)
(82)
Issue of MRELs
978
1,680
978
1,680
Maturity of MRELs
(874)
(433)
(874)
(433)
Interest paid on MRELs
(239)
(179)
(239)
(179)
Dividends paid
(108)
(80)
(108)
(73)
Net cash flows from financing activities
(557)
1,593
(555)
1,609
Effects of exchange rate on cash and cash equivalents
319
(532)
114
(291)
Net decrease in cash and cash equivalents
(2,879)
(407)
(3,148)
(718)
Cash and cash equivalents at 1 January
24,536
24,943
16,270
16,988
Cash and cash equivalents at 31 December
(2)
28
21,657
24,536
13,122
16,270
(1)
NWM Group includes interest received of £2,598 million (2024 - £2,658 million) and interest paid of £2,093 million (2024 - £2,233 million), and NWM Plc includes interest received of
£2,521 million (2024 - £2,397 million) and interest paid of £2,046 million (2024 - £2,056 million).
(2)
Cash and cash equivalents comprise loans and advances due from the holding company and fellow subsidiaries with an original maturity of less than three months for 2025 and 2024.
NWM Group
Annual Report and Accounts 2025
80
Accounting policies
1. Presentation of financial statements
NatWest Markets Plc (NWM Plc) is incorporated in the UK and
registered in Scotland. The financial statements are presented in
the functional currency, pounds sterling.
The audited financial statements include these accounting
policies, the accompanying notes to the financial statements on
pages 86 to 149 and the audited sections of the Risk and capital
management section on pages 18 to 60 which together form an
integral part of the primary financial statements.
The directors have prepared the 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 the financial statements are approved (see the
Report of the directors) and in accordance with UK-adopted IAS,
and IFRS, as issued by the IASB. The critical and material
accounting policies and related judgements are set out below.
The financial statements are presented on a historical cost basis
except for certain financial instruments which are stated at fair
value.
The effect of the amendments to IFRS Accounting Standards
effective from 1 January 2025 on our financial statements was
immaterial.
We have applied the exception from the accounting requirements
for deferred taxes in IAS 12 Income taxes in respect of Pillar 2
income taxes issued by the IASB in May 2023. Accordingly, we
have not recognised or disclosed information about deferred tax
assets and liabilities related to Pillar 2 income taxes.
Our consolidated financial statements incorporate the results of
NWM Plc and the entities it controls. Control arises when we
have the power to direct the activities of an entity so as to affect
the return from the entity. Control is assessed by reference to
our ability to enforce our will on the other entity, typically through
voting rights. The consolidated financial statements are prepared
under consistent accounting policies.
A subsidiary is included in the consolidated financial statements
at fair value on acquisition from the date it is controlled by us
until the date we cease to control it through a sale or a
significant change in circumstances. Changes in our interest in a
subsidiary that do not result in us ceasing to control that
subsidiary are accounted for as equity transactions.
How Climate risk affects our accounting judgements
and estimates
Business planning
Key financial estimates are based on management's latest five-
year revenue and cost forecasts. The outputs from this forecast
affect forward-looking accounting estimates. Measurement of
deferred tax and expected credit losses are highly sensitive to
reasonably possible changes in those anticipated conditions. In
2025, scenario planning was enhanced by the further integration
of NatWest Group’s (including NWM Group) climate transition
plan, including the assessment of climate-related risks and
opportunities.
The climate transition plan includes an assessment of:
o
Changes in products, services and business operations to
support customer transition towards net zero.
o
Financial impacts of supporting customer transition,
including investment required. The linkage between the
financial plan and the climate transition plan will continue
to be developed and refreshed annually as part of the
financial planning cycle.
o
The impact of UK Government policies. To estimate the
impact of current UK Government policy on the climate
transition plan, NatWest Group developed a progress-
adjusted scenario. NatWest Group use the UK CCC’s
Seventh Carbon Budget Report’s sectoral balanced
pathways and apply estimated time delays based on the
credibility assessment of policies from the UK CCC’s June
2025 Progress Report.
There remains considerable uncertainty in the climate policy
environment, shaped by geopolitical developments and wider
uncertainty over how the climate will evolve and how and when
governments, regulators, businesses, investors and customers
will respond
Information used in other accounting estimates
We make use of reasonable and supportable information to make
accounting judgements and estimates. This includes information
about the observable effects of the physical and transition risks of
climate change on the current creditworthiness of borrowers,
asset values and market indicators. Many of the effects arising
from climate change will be longer term in nature, with an
inherent level of uncertainty, and have limited effect on
accounting judgements and estimates for the current period.
Some physical and transition risks can manifest in the shorter
term. The following items represent the most significant effects:
The classification of financial instruments linked to climate, or
other sustainability indicators. Consideration is given to
whether the effect of climate-related terms prevent the
instrument cashflows being solely payments of principal and
interest.
The use of market indicators as inputs to fair value is
assumed to include current information and knowledge
regarding the effect of climate risk.
Accounting policies continued
NWM Group
Annual Report and Accounts 2025
81
2. Critical accounting policies
The judgements and assumptions involved in our accounting policies that are considered by the Board to be the most important to the
portrayal of our financial condition are noted below. The use of estimates, assumptions or models that differ from those adopted by us
would affect our reported results. Management’s consideration of uncertainty is outlined in the relevant sections, including the ECL
estimate in the Risk and capital management section.
Information used for significant estimate
Policy
Judgement
Estimate
Further information
Deferred tax
Determination of whether sufficient
Our estimates are based on the
Note 7
 
sustainable taxable profits will be
five-year revenue and cost
 
 
generated in future years to recover the
forecasts (which include inherent
 
 
deferred tax asset.
uncertainties).
 
Fair value –
Classification of a fair value instrument as
Estimation of the fair value,
Note 10
financial
level 3, where the valuation is driven by
where it is reasonably possible to
 
instruments
unobservable inputs.
have alternative assumptions in
 
   
determining the FV.
 
Provisions for
Determination of whether a present
Provisions remain sensitive to the
Note 20
liabilities and
obligation exists in respect of customer
assumptions used in the estimate.
 
charges
redress, litigation and other regulatory,
We consider a wide range of
 
 
property and other provisions.
possible outcomes. It is often not
 
 
Legal proceedings often require a high
practical to meaningfully quantify
 
 
degree of judgement and these are likely
ranges of possible outcomes,
 
 
to change as the matter progresses.
given the uncertainties involved.
 
Changes in judgements and assumptions could result in a material adjustment to those estimates in future reporting periods.
2.1. Deferred tax
Deferred tax is the estimated tax expected to be payable or
recoverable in respect of temporary differences between the
carrying amount of an asset or liability for accounting purposes
and the carrying amount for tax purposes in the future. Deferred
tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent
their recovery is probable.
Deferred tax is calculated using tax rates expected to apply in
the periods when the assets will be realised or the liabilities
settled, based on tax rates and laws enacted, or substantively
enacted, at the balance sheet date.
Deferred tax asset recoverability is based on the level of
supporting offsetable deferred tax liabilities we have and of our
future taxable profits. These future taxable profits are based on
our five-year revenue and cost forecasts and the expectation of
long-term economic growth beyond this period. The five-year
forecast takes account of management’s current expectations of
competitiveness and profitability. The long-term growth rate
reflects external indicators which will include market expectations
on climate risk. We do not consider any additional adjustments to
this indicator.
2.2. Fair value – financial instruments
We measure financial instruments at fair value when they are
classified as mandatory fair value through profit or loss; held-for-
trading; designated fair value through profit or loss and fair value
through other comprehensive income and they are recognised in
the financial statements at fair value. All derivatives are
measured at fair value.
We manage some portfolios of financial assets and financial
liabilities based on our net exposure to either market or credit
risk. In these cases, the fair value is derived from the net risk
exposure of that portfolio with portfolio level adjustments applied
to incorporate bid-offer spreads, counterparty credit risk, and
funding costs (see ‘Valuation Adjustments’).
Where the market for a financial instrument is not active, fair
value is established using a valuation technique. These valuation
techniques involve a degree of estimation, the extent of which
depends on the instrument’s complexity and the availability of
market-based data. The complexity and uncertainty in the
financial instrument’s fair value is categorised using the fair value
hierarchy.
The use of market indicators as inputs to fair value is assumed to
include current information and knowledge regarding the effect
of climate risk.
2.3. Provisions for liabilities and charges
We recognise a provision for a present obligation resulting from a
past event when it is more likely than not that we will be required
to pay to settle the obligation and the amount of the obligation
can be estimated reliably.
Provision is made for restructuring costs, including the costs of
redundancy, when we have a constructive obligation. An
obligation exists when we have a detailed formal plan for the
restructuring and have raised a valid expectation in those
affected either by starting to implement the plan or by
announcing its main features.
We recognise any onerous cost of the present obligation under a
contract as a provision. An onerous cost is the unavoidable cost
of meeting our contractual obligations that exceed the expected
economic benefits. When we intend to vacate a leasehold
property or right of use asset, the asset would be tested for
impairment and a provision may be recognised for the ancillary
contractual occupancy costs.
Accounting policies continued
NWM Group
Annual Report and Accounts 2025
82
3. Material accounting policies
3.1. Revenue recognition
Interest receivable and payable are recognised in the income
statement using the effective interest rate method for all financial
instruments measured at amortised cost; debt instruments
measured as fair value through other comprehensive income;
and the effective part of any related accounting hedging
instruments.
Other interest relating to financial instruments measured at fair
value is recognised as part of the movement in fair value and is
reported in income from trading activities or other operating
income as relevant. Fees in respect of customer services are
recognised as the right to consideration accrues through the
performance of each distinct service obligation to the customer.
The arrangements are generally contractual and the cost of
providing the service is incurred as the service is rendered. The
price is usually fixed and always determinable. Fees in respect of
services to fellow subsidiaries reflect relative contribution
determined using a share of profits, and the most likely value is
recognised throughout the year taking account of whether a
reversal of cumulative income may occur.
3.2. Staff costs
Employee costs, such as salaries, paid absences, and other
benefits are recognised over the period in which the employees
provide the related services to us. Employees may receive
variable compensation in cash, in deferred cash or debt
instruments of NWM Group or in ordinary shares of NatWest
Group plc subject to deferral, clawback and forfeiture criteria. We
operate a number of share-based compensation schemes under
which we grant awards of NatWest Group plc shares and share
options to our employees. Such awards are subject to vesting
conditions.
Variable compensation that is settled in cash or debt instruments
is charged to the income statement on a straight-line basis over
the period during which services are provided, taking account of
forfeiture and clawback criteria. The value of employee services
received in exchange for NatWest Group plc shares and share
options is recognised as an expense over the vesting period,
subject to deferral, clawback cancellation and forfeiture criteria
with a corresponding increase in equity. The fair value of shares
granted is the market price adjusted for the expected effect of
dividends as employees are not entitled to dividends until shares
are vested.
The fair value of options granted is determined using option
pricing models to estimate the numbers of shares likely to vest.
These consider the exercise price of the option, the current share
price, the risk-free interest rate, the expected volatility of the
share price over the life of the option and other relevant factors
such as the dividend yield.
Defined contribution pension scheme
A scheme where we pay fixed contributions and there is no legal
or constructive obligation to pay further contributions or benefits.
Contributions are recognised in the income statement as
employee service costs accrue.
Defined benefit pension scheme
A scheme that defines the benefit an employee will receive on
retirement and is dependent on one or more factors such as age,
salary, and years of service. The net of the recognisable scheme
assets and obligations is reported on the balance sheet in other
assets or other liabilities. The defined benefit obligation is
measured on an actuarial basis. The charge to the income
statement for pension costs (mainly the service cost and the net
interest on the net defined benefit asset or liability) is recognised
in operating expenses.
Actuarial gains and losses (i.e., gains and/or losses on re-
measuring the net defined benefit asset or liability
due to
changes in actuarial measurement assumptions) are recognised
in other comprehensive income in full in the period in which they
arise, and not subject to recycling to the income statement.
The difference between scheme assets and scheme liabilities, the
net defined benefit asset or liability, is recognised on the balance
sheet if the criteria of the asset ceiling test are met. This requires
the net defined benefit surplus to be limited to the present value
of any economic benefits available to us in the form of refunds
from the plan or reduced contributions to it.
We recognise a liability where a minimum funding requirement
exists for any of our defined benefit pension schemes. This
reflects agreed minimum funding and the availability of a net
surplus as described above. When estimating the liability for
minimum funding requirements we only include contributions that
are substantively or contractually agreed and do not include
contingent and discretionary features, including dividend-linked
contributions or contributions subject to contingent events
requiring future verification.
We recognise a net defined benefit asset when the net defined
benefit surplus can generate a benefit in the form of a refund or
reduction in future contributions to the plan. The net benefit
pension asset is recognised at the present value of the benefits
that will be available to us excluding interest and the effect of the
asset ceiling (if any), excluding interest. Changes in the present
value of the net benefit pension asset are recognised immediately
in other comprehensive income.
3.3. Foreign currencies
Foreign exchange differences arising on the settlement of foreign
currency transactions and from the translation of monetary
assets and liabilities are reported in income from trading activities
except for differences arising on cash flow hedges and hedges of
net investments in foreign operations.
Non-monetary items denominated in foreign currencies that are
stated at fair value are translated into the functional currency at
the foreign exchange rates ruling at the dates the values are
determined. Translation differences are recognised in the income
statement except for differences arising on non-monetary
financial assets classified as fair value through other
comprehensive income.
Income and expenses of foreign subsidiaries and branches are
translated into sterling at average exchange rates unless these
do not approximate the foreign exchange rates ruling at the
dates of the transactions. Foreign exchange differences arising
on the translation of a foreign operation are recognised in other
comprehensive income. The amount accumulated in equity is
reclassified from equity to the income statement on disposal of a
foreign operation.
Accounting policies continued
3. Material accounting policies continued
NWM Group
Annual Report and Accounts 2025
83
3.4. Tax
Tax encompassing current tax and deferred tax is recognised in
the income statement except when taxable items are recognised
in other comprehensive income or equity. Tax consequences
arising from servicing financial instruments classified as equity are
recognised in the income statement.
Accounting for taxes is judgemental and carries a degree of
uncertainty because tax law is subject to interpretation, which
might be questioned by the relevant tax authority. We recognise
the most likely current and deferred tax liability or asset,
assessed for uncertainty using consistent judgements and
estimates. Current and deferred tax assets are only recognised
where their recovery is deemed probable, and current and
deferred tax liabilities are recognised at the amount that
represents the best estimate of the probable outcome having
regard to their acceptance by the tax authorities.
3.5. Financial instruments
Financial instruments are measured at fair value on initial
recognition on the balance sheet.
Monetary financial assets are classified into one of the following
subsequent measurement categories (subject to business model
assessment and review of contractual cash flow for the purposes
of sole payments of principal and interest where applicable):
amortised cost
measured at cost using the effective interest
rate method, less any impairment allowance;
fair value through other comprehensive income (FVOCI)
measured at fair value, using the effective interest rate
method and changes in fair value through other
comprehensive income;
mandatory fair value through profit or loss (MFVTPL)
measured at fair value and changes in fair value reported in
the income statement; or
designated at fair value through profit or loss (DFV)
(held for
trading)
measured at fair value and changes in fair value
reported in the income statement.
Classification by business model reflects how we manage our
financial assets to generate cash flows. A business model
assessment helps to ascertain the measurement approach
depending on whether cash flows result from holding financial
assets to collect the contractual cash flows, from selling those
financial assets, or both.
Business model assessment of assets is made at portfolio level,
being the level at which they are managed to achieve a
predefined business objective. This is expected to result in the
most consistent classification of assets because it aligns with the
stated objectives for the portfolio, its risk management,
manager’s remuneration and the ability to monitor sales of assets
from a portfolio. When a significant change to our business is
communicated to external parties, we reassess our business
model for managing those financial assets. We reclassify financial
assets if we have a significant change to the business model. A
reclassification is applied prospectively from the reclassification
date.
The contractual terms of a financial asset; any leverage features;
prepayment and extension terms; and discounts or penalties to
interest rates that are part of meeting environmental, social and
governance targets as well as other contingent and leverage
features, non-recourse arrangements and features that could
modify the timing and/or amount of the contractual cash flows
that might reset the effective rate of interest; are considered in
determining whether cash flows are solely payments of principal
and interest.
Certain financial assets may be designated at fair value through
profit or loss (DFV) upon initial recognition if such designation
eliminates, or significantly reduces, accounting mismatch
.
Equity shares are measured at fair value through profit or loss
unless specifically elected as at fair value through other
comprehensive income (FVOCI).
Upon disposal, the cumulative gains or losses in fair value
through other comprehensive income reserve are recycled to the
income statement for monetary assets and for non-monetary
assets (equity shares) the cumulative gains or losses are
transferred directly to retained earnings.
Regular way purchases and sales of financial assets classified as
amortised cost are recognised on the settlement date; all other
regular way transactions in financial assets are recognised on the
trade date.
Financial liabilities are classified into one of following
measurement categories:
amortised cost
measured at cost using the effective interest
rate method;
held for trading
measured at fair value and changes in fair
value reported in income statement; or
designated at fair value through profit or loss
measured at
fair value and changes in fair value reported in the income
statement except changes in fair value attributable to the
credit risk component recognised in other comprehensive
income when no accounting mismatch occurs.
3.6. Financial guarantee contracts
Under a financial guarantee contract, we, in return for a fee,
undertake to meet a customer’s obligations under the terms of a
debt instrument if the customer fails to do so. A financial
guarantee not designated as fair value through profit or loss is
recognised as a liability; initially at fair value and subsequently at
the higher of its initial value less cumulative amortisation and any
provision under the contract measured in accordance with our
ECL accounting policy. Amortisation is calculated to recognise
fees receivable in the income statement over the period of the
guarantee. A separate asset is recognised in respect of fees
receivable for provision of the financial guarantee.
Purchased financial guarantees are considered to be integral,
and fully adjust the covered debt instrument expected credit loss
provision, only where the guarantee is contemplated at the
inception of the debt instrument and is entered into within a
reasonable timeframe.
3.7. Netting
Financial assets and financial liabilities are offset, and the net
amount presented on the balance sheet when, and only when,
we currently have a legally enforceable right to set off the
recognised amounts and we intend either to settle on a net basis
or to realise the asset and settle the liability simultaneously. We
are party to a number of arrangements, including master netting
agreements, that give us the right to offset financial assets and
financial liabilities, but where we do not intend to settle the
amounts net or simultaneously, the assets and liabilities
concerned are presented separately on the balance sheet.
Accounting policies continued
3. Material accounting policies continued
NWM Group
Annual Report and Accounts 2025
84
3.8. Capital instruments
We classify a financial instrument that we issue as a liability if it is
a contractual obligation to deliver cash or another financial asset,
or to exchange financial assets or financial liabilities on potentially
unfavourable terms and as equity if we evidence a residual
interest in our assets after the deduction of liabilities. Incremental
costs and related tax that are directly attributable to an equity
transaction are deducted from equity.
3.9. Derivatives and hedging
Derivatives are reported on the balance sheet at fair value.
We use derivatives as part of our trading activities, to manage
our own risk such as interest rate, foreign exchange, or credit
risk or in certain customer transactions. Not all derivatives used
to manage risk are in hedge accounting relationships (an IFRS
method to reduce accounting mismatch from changes in the fair
value of derivatives reported in the income statement).
Gains and losses arising from changes in the fair value of
derivatives that are not in hedge relationships are recognised in
Income from trading activities unless those derivatives are
managed together with financial instruments designated at fair
value; these gains and losses are included in Other operating
income.
Hedge accounting
Hedge accounting relationships are designated and documented
at inception in line with the requirements of IAS 39 Financial
instruments – Recognition and Measurement. The documentation
identifies the hedged item, the hedging instrument and details of
the risk that is being hedged and the way in which effectiveness
will be assessed at inception and during the period of the hedge.
When designating a hedging relationship, we consider: the
economic relationship between the hedged item (including the
risk being hedged) and the hedging instrument; the nature of the
risk; the risk management objective and strategy for undertaking
the hedge; and the appropriateness of the method that will be
used to assess hedge effectiveness.
Designated hedging relationships must be expected to be highly
effective both on a prospective and retrospective basis. This is
assessed using regression techniques which model the degree of
offsetting between the changes in fair value or cash flows
attributable to the hedged risk and the changes in fair value of
the designated hedging derivatives. Ineffectiveness is measured
based on actual levels of offsetting and recognised in the income
statement.
We enter into three types of hedge accounting relationships.
Fair value hedge
The gain or loss on the hedging instrument and the hedged item
attributable to the hedged risk is recognised in the income
statement. Where the hedged item is measured at amortised
cost, the balance sheet amount of the hedged item is also
adjusted.
Cash flow hedge
The effective portion of the designated hedge relationship is
recognised in other comprehensive income and the ineffective
portion in the income statement. When the hedged item
(forecasted cash flows) results in the recognition of a financial
asset or financial liability, the cumulative gain or loss is
reclassified from equity to the income statement in the same
periods in which the hedged forecasted cash flows affect the
income statement.
Hedge of net investment in a foreign operation
In the hedge of a net investment in a foreign operation, the
effective portion of the designated hedge relationship is
recognised in other comprehensive income. Any ineffective
portion is recognised in profit or loss. Non-derivative financial
liabilities as well as derivatives may be designated as a hedging
instrument in a net investment hedge.
Discontinuation of hedge accounting
Hedge accounting is discontinued if the hedge no longer meets
the criteria for hedge accounting
i.e. the hedge is not highly
effective in offsetting changes in fair value or cash flows
attributable to the hedged risk, consistent with the documented
risk management strategy; the hedging instrument expires or is
sold, terminated or exercised; or if hedge designation is revoked.
For fair value hedging any cumulative adjustment is amortised to
the income statement over the life of the hedged item. Where the
hedged item is no longer on the balance sheet the adjustment to
the hedged item is reported in the income statement.
For cash flow hedging the cumulative unrealised gain or loss is
reclassified from equity to the income statement when the
hedged cash flows occur or, if the forecast transaction results in
the recognition of a financial asset or financial liability, when the
hedged forecast cash flows affect the income statement. Where
a forecast transaction is no longer expected to occur, the
cumulative unrealised gain or loss is reclassified from equity to
the income statement immediately.
For net investment hedging on disposal or partial disposal of a
foreign operation, the amount accumulated in equity is
reclassified from equity to the income statement.
3.10. Investment in Group undertakings
Our investments in Group undertakings (subsidiaries) are stated
at cost less any impairment.
3.11. Loan impairment provisions: expected credit
losses (ECL)
At each balance sheet date each financial asset or portfolio of
financial assets measured at amortised cost or at fair value
through other comprehensive income, issued financial guarantee
and loan commitment (other than those classified as held for
trading) is assessed for impairment. Any change in impairment is
reported in the income statement.
Loss allowances are forward-looking, based on 12-month ECL
where there has not been a significant increase in credit risk
rating, otherwise allowances are based on lifetime expected
losses.
ECL is a probability-weighted estimate of credit losses. The
probability is determined by the risk of default which is applied to
the cash flow estimates. In the absence of a change in credit
rating, allowances are recognised when there is a reduction in
the net present value of expected cash flows.
Following a
significant increase in credit risk, ECL is adjusted from 12 months
to lifetime. This will lead to a higher impairment charge.
The measurement of expected credit loss considers the ability of
borrowers to make payments as they fall due. Future cashflows
are discounted, so long-dated cashflows are less likely to affect
current expectations on credit loss. Our assessment of sector-
specific risks, and whether additional adjustments are required,
includes expectations on the ability of those sectors to meet their
financing needs in the market.
Accounting policies continued
3. Material accounting policies continued
NWM Group
Annual Report and Accounts 2025
85
Changes in credit stewardship and credit risk appetite that stem
from climate transition policies may directly affect our positions.
Judgement is exercised as follows:
Non-modelled portfolios
- under IFRS 9, there are bespoke
treatments for the identification of significant increase in
credit risk. Benchmark PDs, EADs and LGDs are reviewed
annually for appropriateness. The ECL calculation is based on
expected future cash flows, which is typically applied at a
portfolio level.
Multiple economic scenarios (MES)
– the central, or base,
scenario is most critical to the ECL calculation, independent
of the method used to generate a range of alternative
outcomes and their probabilities.
Significant increase in credit risk
- IFRS 9 requires that at
each reporting date, an entity shall assess whether the credit
risk on an account has increased significantly since initial
recognition. Part of this assessment requires a comparison to
be made between the current lifetime PD (i.e. the current
probability of default over the remaining lifetime) with the
equivalent lifetime PD as determined at the date of initial
recognition.
On restructuring where a financial asset is not derecognised, the
revised cash flows are used in re-estimating the credit loss.
Where restructuring causes derecognition of the original financial
asset, the fair value of the replacement asset is used as the
closing cash flow of the original asset.
Where, in the course of the orderly realisation of a loan, it is
exchanged for equity shares or property, the exchange is
accounted for as the sale of the loan and the acquisition of equity
securities or investment property. Where our acquired interest is
in equity shares, relevant policies for control, associates and joint
ventures apply.
Impaired financial assets are written off and therefore
derecognised from the balance sheet when we conclude that
there is no longer any realistic prospect of recovery of part, or
all, of the loan. For financial assets that are individually assessed
for impairment, the timing of the write-off is determined on a
case-by-case basis. Such financial assets are reviewed regularly,
and write-off will be prompted by bankruptcy, insolvency, re-
negotiation, and similar events.
Uncollateralised impaired business loans
are generally written off
within five years.
4. Future accounting developments
International Financial Reporting Standards
Effective 1 January 2026
Amendments to the Classification and Measurement of
Financial Instruments (Amendments to IFRS 9 and IFRS 7 –
Issued May 2024)
Effective 1 January 2027
Presentation and Disclosures in Financial Statements (IFRS 18
– Issued April 2024)
Subsidiaries without Public Accountability (IFRS 19 – Issued
May 2024)
We are assessing the effect of adopting the accounting
developments effective from 1 January 2027 on our financial
statements and have largely completed a similar assessment for
the Amendments to IFRS 9 and IFRS 7 effective from 1 January
2026. We do not expect any to have a material impact on our
financial performance or position, although IFRS 18 may have an
impact on presentation and disclosure.
NWM Group
Annual Report and Accounts 2025
86
Notes to the consolidated financial statements
1 Net interest income
 
2025
2024
 
£m
£m
Balances at central banks and loans to banks - amortised cost
495
640
Loans to customers - amortised cost
1,152
1,005
Amounts due from holding company and fellow subsidiaries
4
9
Other financial assets
934
1,066
Interest receivable
2,585
2,720
Bank deposits
241
163
Customer deposits
217
302
Amounts due to holding company and fellow subsidiaries
351
369
Other financial liabilities
1,288
1,454
Interest payable
2,097
2,288
Net interest income
488
432
Interest income on financial instruments measured at amortised cost, debt instruments classified as FVOCI and the interest element of
the effective portion of any designated hedging relationships are measured using the effective interest rate method, which allocates
the interest income or interest expense over the expected life of the asset or liability at the rate that exactly discounts all estimated
future cash flows to equal the instrument's initial carrying amount. Calculation of the effective interest rate takes into account fees
payable or receivable that are an integral part of the instrument's yield, premiums or discounts on acquisition or issue, early
redemption fees and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash
flows. Interest income on financial assets is presented in interest receivable, interest expense on financial liabilities is presented in
interest payable.
For accounting policy information refer to Accounting policy 3.1.
2 Non-interest income
 
2025
2024
Analysis of net fees and commissions
£m
£m
Fees and commissions receivable
  
- Lending and financing
101
118
- Brokerage
49
45
- Underwriting fees
159
154
- Other
108
159
Total
417
476
Fees and commissions payable
(188)
(213)
Net fees and commissions
229
263
Income from trading activities
  
Foreign exchange
327
204
Interest rate
267
542
Credit
63
(152)
Changes in fair value of own debt and derivative liabilities attributable to own credit risk
  
- debt securities in issue and derivative liabilities
1
(9)
 
658
585
Other operating income
  
Changes in fair value of financial assets and liabilities at DFV
(1)
(134)
(132)
Dividend income
59
9
Foreign exchange recycling losses
(2)
(30)
(70)
Other income
(3)
201
150
 
96
(43)
Total
983
805
(1)
Includes related derivatives.
(2)
Foreign exchange reserves recycling arising from capital and funding actions during the year.
(3)
Other income includes a profit share agreement with fellow NatWest Group subsidiaries that rewards NWM Group on an arm’s length basis for its contribution to the performance of the
NatWest Group Commercial & Institutional business segment.
For accounting policy information refer to Accounting policies 3.1, 3.3, 3.5 and 3.9.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
87
3 Operating expenses
 
2025
2024
 
£m
£m
Salaries and other staff costs
299
289
Temporary and contract costs
21
11
Social security costs
49
43
Bonus awards
122
105
Pension costs
15
4
- defined benefit schemes (see Note 5)
(9)
(19)
- defined contribution schemes
24
23
Staff costs
506
452
Premises and equipment
79
75
Depreciation and amortisation
12
10
Other administrative expenses
(1,2)
711
671
Administrative expenses
802
756
 
1,308
1,208
(1)
Includes £642 million (2024 - £543 million) recharges from other NatWest Group entities, mainly NWB Plc which provides the majority of shared services (including technology) and
operational processes.
(2)
Includes litigation and other regulatory costs. Further details are provided in Note 20.
For accounting policy information refer to Accounting policy 3.2.
The average number of persons employed during the year, excluding temporary staff and rounded to the nearest hundred, was 1,700
(2024 – 1,700). The number of persons employed by NWM Group at 31 December 2025, excluding temporary staff and rounded to
the nearest hundred, was as follows:
 
2025
2024
UK
900
1,000
USA
300
300
Rest of the World
400
400
Total
1,600
1,700
Bonus awards
 
2025
2024
Change
 
£m
£m
%
Deferred cash awards
(1)
93
86
8%
Deferred share awards
25
29
(14%)
Total bonus awards
(2)
118
115
3%
 
2025
2024
Reconciliation of bonus awards to income statement charge
£m
£m
Bonuses awarded
118
115
Less: deferral of charge for amounts awarded for current year
(43)
(44)
Income statement charge for amounts awarded in current year
75
71
Add: current year charge for amounts deferred from prior years
49
35
Less: forfeiture of amounts deferred from prior years
(2)
(1)
Income statement charge for amounts deferred from prior years
47
34
Income statement charge for bonus awards
(2)
122
105
(1)
Includes March cash awards which are limited to £2,000 for all employees and are paid in the March following the balance sheet date.
(2)
Excludes other performance related compensation.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
88
4 Geographical segment analysis
The geographical analysis in the tables below has been compiled on the basis of location of office where the transactions are recorded.
     
UK
USA
Europe
RoW
Total
2025
£m
£m
£m
£m
£m
Total revenue
2,844
294
529
89
3,756
Interest receivable
2,256
23
299
7
2,585
Interest payable
(1,822)
(48)
(225)
(2)
(2,097)
Fees and commissions receivable
-
142
222
53
417
Fees and commissions payable
(164)
-
(24)
-
(188)
Income from trading activities
462
136
31
29
658
Other operating income
126
(7)
(23)
-
96
Total income
858
246
280
87
1,471
Operating (loss)/profit before tax
(54)
99
79
36
160
Total assets
112,207
22,924
32,819
421
168,371
Total liabilities
116,770
21,413
23,084
141
161,408
Contingent liabilities and commitments
(1)
8,273
-
7,510
-
15,783
2024
Total revenue
2,725
297
625
91
3,738
Interest receivable
2,238
32
438
12
2,720
Interest payable
(1,900)
(63)
(323)
(2)
(2,288)
Fees and commissions receivable
73
134
213
56
476
Fees and commissions payable
(161)
(26)
(25)
(1)
(213)
Income from trading activities
414
135
13
23
585
Other operating income
-
(4)
(39)
-
(43)
Total income
664
208
277
88
1,237
Operating (loss)/profit before tax
(195)
75
112
45
37
Total assets
123,458
25,793
32,984
931
183,166
Total liabilities
128,675
23,495
23,449
618
176,237
Contingent liabilities and commitments
(1)
8,356
-
6,453
1
14,810
(1)
Refer to Note 25 Memorandum items – Contingent liabilities and commitments.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
89
5 Pensions
Defined contribution schemes
NWM Group sponsors a number of defined contribution pension
schemes in different territories, which new employees are offered
the opportunity to join.
Defined benefit schemes
NWM Group sponsors a number of pension schemes in the UK
and overseas, including the AA and NatWest Markets (NWM)
sections of the NatWest Group Pension Fund which operate
under UK trust law and are managed and administered on behalf
of their members in accordance with the terms of the trust deed,
the scheme rules and UK legislation.
Pension fund trustees are appointed to operate each fund and
ensure benefits are paid in accordance with the scheme rules
and national law. The trustees are the legal owner of a scheme’s
assets and have a duty to act in the best interests of all scheme
members.
The schemes generally provide a pension of one-sixtieth of final
pensionable salary for each year of service prior to retirement up
to a maximum of 40 years and are contributory for current
members. These have been closed to new entrants since 2006,
although active members continue to build up additional pension
benefits, currently subject to 2% maximum annual pensionable
salary inflation, while they remain employed by NWM Group.
The corporate trustee is NatWest Pension Trustee Limited (the
Trustee), a wholly owned subsidiary of NWB Plc. The Board of
the Trustee includes member trustee directors selected from
eligible active staff, deferred and pensioner members who apply
and trustee directors appointed by NatWest Group. Under UK
legislation, a defined benefit pension scheme is required to meet
the statutory funding objective of having sufficient and
appropriate assets to cover its liabilities (the pensions that have
been promised to members).
Investment strategy
The assets of the AA section represent 79% of all plan assets at
31 December 2025 (2024 – 79% of plan assets) and are invested
as shown below.
The AA section now comprises largely of a buy-in insurance
policy, following a transaction in 2023. This insurance transaction
saw a premium paid to an insurer in exchange for a buy-in
insurance contract. The contract provides a stream of cashflows
to the Trustee replicating payments due to members, thereby
passing material demographic and market risk to the insurer.
At 31 December 2025, the AA section included a buy-in
insurance contract covering around 99% of the liabilities.
The premium was determined by the insurer using its pricing
basis. Under IAS 19, the value placed on this asset mirrors the
valuation of the defined benefit obligations covered, incorporating
an assessment of credit risk. The value of the buy-in insurance
contract moves in line with movements in the defined benefit
obligations covered, meaning that the scheme is protected
against demographic and market risk.
The NWM section employs physical, derivative and non-derivative
instruments to achieve a desired asset class exposure and to
reduce the scheme’s interest rate, inflation and currency risk.
This means that the net funding position is considerably less
sensitive to changes in market conditions than the value of the
assets or liabilities in isolation.
In particular, the Trustee hedges
movements in interest rates and inflation.
Swaps have been executed at prevailing market rates and within
standard market bid/offer spreads with a number of
counterparty banks, including NWB Plc.
     
2025
2024
Major classes of plan assets as a percentage of total plan assets
Quoted
Unquoted
Total
Quoted
Unquoted
Total
of the AA section
%
%
%
%
%
%
Corporate and other bonds
0.8
1.5
2.3
1.6
1.9
3.5
Buy-in insurance contracts
-
75.3
75.3
-
77.5
77.5
Equities
11.8
0.6
12.4
0.8
0.8
Cash and other assets
-
10.0
10.0
-
18.2
18.2
12.6
87.4
100.0
1.6
98.4
100.0
Notes to the consolidated financial statements continued
5 Pensions continued
NWM Group
Annual Report and Accounts 2025
90
The schemes do not invest directly in NWM Group but can have exposure to NWM Group. The trustees are responsible for ensuring
that indirect investments in NWM Group do not exceed the 5% regulatory limit.
AA section
All schemes
(3)
Present
Present
Fair
value of
Net
Fair
value of
Asset
Net
value of
defined
pension
value of
defined
ceiling/
pension
plan
benefit
asset/
plan
benefit
minimum
asset/
assets
obligation
(1)
(liability)
assets
obligation
(1)
funding
(2)
(liability)
Changes in value of net pension asset/(liability)
£m
£m
£m
£m
£m
£m
£m
At 1 January 2024
691
(551)
140
870
(722)
(65)
83
Currency translation and other adjustments
-
-
-
-
-
-
-
Income statement - operating expenses
32
(27)
5
41
(19)
(3)
19
Other comprehensive income
(58)
51
(7)
(83)
49
21
(13)
Contributions by employer
3
-
3
8
-
-
8
Benefits paid
(26)
26
-
(26)
36
-
10
Transfers to/from fellow subsidiaries
-
-
-
(1)
1
-
-
At 1 January 2025
642
(501)
141
809
(655)
(47)
107
Currency translation and other adjustments
-
-
-
(2)
4
-
2
Income statement - operating expenses
Net interest expense
35
(27)
8
44
(35)
(3)
6
Gain on curtailments
-
-
-
-
5
-
5
Current service cost
-
(1)
(1)
-
(2)
-
(2)
35
(28)
7
44
(32)
(3)
9
Other comprehensive income
Return on plan assets excluding recognised interest income
(1)
-
(1)
(6)
-
-
(6)
Experience gains and losses
-
(4)
(4)
-
(4)
-
(4)
Effect of changes in actuarial financial assumptions
-
15
15
-
22
-
22
Effect of changes in demographic assumptions
-
(3)
(3)
-
(3)
-
(3)
Asset ceiling adjustments
-
-
-
-
-
(4)
(4)
(1)
8
7
(6)
15
(4)
5
Contributions by employer
(4)
1
-
1
6
-
-
6
Benefits paid
(29)
29
-
(33)
37
-
4
Transfers to/from fellow subsidiaries
-
-
-
1
(1)
-
-
At 31 December 2025
648
(492)
156
819
(632)
(54)
133
(1)
Defined benefit obligations are subject to annual valuation by independent actuaries.
(2)
In recognising the net surplus or deficit of a pension scheme, the funded status of each scheme is adjusted to reflect any minimum funding requirement imposed on the sponsor and any
ceiling on the amount that the sponsor has an unconditional right to recover from a scheme.
(3)
Includes the NWM Section which has a net pension asset of £nil at 31 December 2025 (2024 - net pension asset of £nil). This scheme has plan assets of £156 million, a defined benefit
obligation of £101 million and an asset ceiling adjustment of £55 million (2024 - £149 million, £101 million and £48 million respectively).
(4)
NWM Group expects to make contributions to the AA section of £1 million and to the NWM section of £1 million in 2026.
All schemes
2025
2024
Amounts recognised on the balance sheet
£m
£m
Fund asset at fair value
819
809
Present value of fund liabilities
(632)
(655)
Funded status
187
154
Assets ceiling/minimum funding
(54)
(47)
133
107
2025
2024
Net pension asset/(liability) comprises
£m
£m
Net assets of schemes in surplus (included in Other assets, Note 17)
160
146
Net liabilities of schemes in deficit (included in Other liabilities, Note 20)
(27)
(39)
133
107
Notes to the consolidated financial statements continued
5 Pensions continued
NWM Group
Annual Report and Accounts 2025
91
Funding and contributions by NWM Group
In the UK, the trustees of defined benefit pension schemes are
required to perform funding valuations at least every three years.
The trustees and the sponsor, with the support of the Scheme
Actuary, agree the assumptions used to value the liabilities and
determine future contribution requirements. The funding
assumptions incorporate a margin for prudence over and above
the expected cost of providing the benefits promised to
members, taking into account the sponsor’s covenant and the
investment strategy of the scheme. Similar arrangements apply
in the other territories where NWM Group sponsors defined
benefit pension schemes.
The triennial funding valuation of the AA and NWM sections as at
31 December 2023 was completed during 2024. This determined
the funding level to be 121% and 129% respectively, based on
pension liabilities of £641 million and £125 million.
The key assumptions used to determine the uninsured funding
liabilities were the discount rate, which is determined based on a
gilt yield curve plus 0.4% per annum, and mortality assumptions,
which result in life expectancies of 27.8/29.9 years for AA section
male/female pensioners who were age 60 and 29.8/31.5 years
from age 60 for AA section males/females who were aged 40 at
the valuation date.
Accounting assumptions
Placing a value on NWM Group’s defined benefit pension
schemes’ liabilities require NWM Group’s management to make a
number of assumptions, with the support of independent
actuaries. The ultimate cost of the defined benefit obligations
depends upon actual future events and the assumptions made
are unlikely to be exactly borne out in practice, meaning the final
cost may be higher or lower than expected
.
The most significant assumptions used for the AA section are shown below:
     
Principal IAS 19 actuarial assumptions
2025
2024
%
%
Discount rate
5.7
5.6
Inflation assumption (RPI)
2.9
3.2
Rate of increase in deferred pensions
2.3
2.7
Rate of increase in pensions in payment
2.8
2.9
Lump sum conversion rate at retirement
15.0
15.0
   
Longevity at age 60:
years
years
Current pensioners
Males
27.6
27.2
Females
29.5
29.3
Future pensioners, currently aged 40
Males
29.2
28.9
Females
30.7
30.6
The above financial assumptions are long-term assumptions set with reference to the period over which the obligations are expected to be settled.
Discount rate
The IAS 19 valuation uses a single discount rate set by reference to the yield on a basket of ‘high quality’ sterling corporate bonds.
Significant judgement is required when setting the criteria for bonds to be included in the basket of bonds that determines the discount
rate used in the IAS 19 valuations. The criteria include issue size, quality of pricing and the exclusion of outliers. Judgement is also
required in determining the shape of the yield curve at long durations; a constant credit spread relative to gilts is assumed. Sensitivity
to the main assumptions is presented below
.
Notes to the consolidated financial statements continued
5 Pensions continued
NWM Group
Annual Report and Accounts 2025
92
The table below shows how the present value of the net pension asset of the AA section would change if the key assumptions used
were changed independently. In practice the variables have a degree of correlation and do not move completely in isolation.
 
(Decrease)
(Decrease)
Increase
increase
increase
in net pension
in value of
in value of
(obligations)/
assets
liabilities
assets
2025
£m
£m
£m
0.5% increase in interest rates/discount rate
(27)
(27)
-
0.25% increase in inflation
11
11
-
0.5% increase in credit spreads
(27)
(27)
-
Longevity increase of one year
18
18
-
0.25% additional rate of increase in pensions in payment
13
13
-
Increase in equity values of 10%
(1)
8
na
8
2024
0.5% increase in interest rates/discount rate
(28)
(28)
-
0.25% increase in inflation
10
10
-
0.5% increase in credit spreads
(28)
(28)
-
Longevity increase of one year
18
18
-
0.25% additional rate of increase in pensions in payment
13
13
-
Increase in equity values of 10%
(1)
1
n/a
1
(1)
Includes both quoted and private equity.
Note the longevity sensitivities quoted above reflect the impact of a one-year increase to single life annuities. As can be seen from the
table above, the funded status of the AA section is no longer sensitive to credit spreads and longevity, because the insured asset value
moves in line with the underlying liabilities.
The defined benefit obligation is attributable to the different classes of AA section members in the following proportions:
 
2025
2024
Membership category
%
%
Active members
-
-
Deferred members
28.8
47.8
Pensioners and dependants
71.2
52.2
 
100.0
100.0
The experience history of the AA section is shown below:
 
2025
2024
Experience history of defined benefit schemes
£m
£m
Fair value of plan assets
648
642
Present value of plan obligations
(492)
(501)
Net surplus
156
141
Experience gains/(losses) on plan liabilities
(4)
5
Experience losses on plan assets
(1)
(58)
Actual return on plan assets
34
(26)
Actual return on plan assets
5.2%
(3.6%)
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
93
6 Auditor’s remuneration
Amounts payable to the NWM Group’s auditors for statutory audit and other services are set out below:
     
2025
2024
£m
£m
Fees payable for:
- the audit of the NWM Group’s annual accounts
7.7
7.2
- the audit of NWM Plc’s subsidiaries
4.7
4.6
- audit-related assurance services
1.5
1.5
Total audit and audit-related assurance services fees
13.9
13.3
Corporate finance services
0.4
0.3
Total other services
0.4
0.3
Fees payable to the auditor for non-audit services are disclosed in the consolidated financial statements of NatWest Group plc.
7 Tax
    
2025
2024
£m
£m
Current tax
Credit/(charge) for the year
21
(56)
Over/(under) provision in respect of prior years
45
(19)
66
(75)
Deferred tax
(Charge)/credit for the year
(9)
54
Net increase in the carrying value of deferred tax assets in respect of losses
58
50
Under provision in respect of prior years
-
(3)
Tax credit for the year
115
26
Current tax for the year ended 31 December 2025 is based on rates of 25% for the standard rate of UK corporation tax and 3% for
the UK banking surcharge.
The actual tax credit differs from the expected tax charge, computed by applying the standard rate of UK corporation tax of 25%
(2024 – 25%), as follows:
    
2025
2024
£m
£m
Expected tax charge
(40)
(9)
Losses and temporary differences in year where no deferred tax asset recognised
-
(3)
Foreign profits and losses taxed at other rates
(10)
(7)
Items not allowed for tax:
- losses on disposal and write-downs
-
(17)
- UK bank levy
(6)
(6)
- regulatory and legal actions
8
(25)
- other disallowable items
(5)
-
Non-taxable items:
- foreign exchange recycling on capital reduction
10
-
- RPI related uplift on index linked gilts
8
18
- dividends
15
-
- other non-taxable items
3
9
Unrecognised losses brought forward and utilised
17
18
Increase in the carrying value of deferred tax assets in respect of:
- Netherlands losses
58
50
Banking surcharge
4
2
Redemption of AT1 (paid-in-equity) capital notes
(19)
-
Tax on AT1 (paid-in equity) dividends
27
18
Adjustments in respect of prior years
(1)
45
(22)
Actual tax credit
115
26
(1)
Prior year tax adjustments incorporate refinements to tax computations made on submission and agreement with the tax authorities and adjustments to provisions in respect of
uncertain tax positions.
Notes to the consolidated financial statements continued
7 Tax continued
NWM Group
Annual Report and Accounts 2025
94
Judgement: tax contingencies
NWM Group’s corporate income tax credit and its provisions for corporate income taxes necessarily involve a significant degree of
estimation and judgement. The tax treatment of some transactions is uncertain and tax computations are yet to be agreed with the
relevant tax authorities. Any difference between the final outcome and the amounts provided will affect current and deferred
corporate income tax charges in the period when the matter is resolved. NWM Group recognises anticipated tax liabilities based on all
available evidence and, where appropriate, in the light of external advice.
For accounting policy information refer to Accounting policies 2.1 and 3.4.
Deferred tax
     
NWM Group
NWM Plc
2025
2024
2025
2024
£m
£m
£m
£m
Deferred tax asset (included in Other assets, Note 17)
187
172
52
87
Deferred tax liability (included in Other liabilities, Note 20)
(42)
(37)
(40)
(35)
Net deferred tax asset
145
135
12
52
Net deferred tax asset comprised:
    
NWM Group
Accelerated
Tax
losses
capital
Expense
Financial
carried
Pension
allowances
provisions
instruments (1)
forward
Other
Total
£m
£m
£m
£m
£m
£m
£m
At 1 January 2024
(47)
(58)
8
33
55
10
1
(Charge)/credit to
income statement
(1)
59
(2)
12
31
2
101
Credit to other comprehensive income
15
-
-
14
-
8
37
Currency translation and other adjustments
(1)
-
-
-
(3)
-
(4)
At 31 December 2024
(34)
1
6
59
83
20
135
(Charge)/credit to
income statement
(3)
-
1
9
44
(2)
49
(Charge)/credit to other comprehensive income
(2)
-
-
(46)
-
3
(45)
Currency translation and other adjustments
1
-
-
-
5
-
6
At 31 December 2025
(38)
1
7
22
132
21
145
     
NWM Plc
Accelerated
capital
Expense
Financial
Pension
allowances
provisions
instruments (1)
Other
Total
£m
£m
£m
£m
£m
£m
At 1 January 2024
(47)
(56)
8
35
11
(49)
(Charge)/credit to
income statement
(1)
57
(1)
9
(1)
63
Credit to other comprehensive income
15
-
-
15
8
38
At 31 December 2024
(33)
1
7
59
18
52
(Charge)/credit to
income statement
(3)
-
-
10
(2)
5
(Charge)/credit to other comprehensive income
(2)
-
-
(46)
3
(45)
At 31 December 2025
(38)
1
7
23
19
12
(1)
The in-year movement predominantly relates to cash flow hedges.
Deferred tax assets in respect of unused tax losses are recognised if the losses can be used to offset probable future taxable profits
after taking into account the expected reversal of other temporary differences. Recognised deferred tax assets in respect of tax losses
are analysed below.
     
2025
2024
£m
£m
Overseas tax losses carried forward
- NWM N.V.
132
83
Total
132
83
Notes to the consolidated financial statements continued
7 Tax continued
NWM Group
Annual Report and Accounts 2025
95
Critical accounting policy: Deferred tax
The deferred tax asset of £187 million as at 31 December 2025 (2024 - £172 million) principally comprises losses which arose in the
Netherlands, and temporary differences. These deferred tax assets are recognised to the extent that it is probable that there will be
future taxable profits to recover them.
Judgement
- NWM Group has considered the carrying value of deferred tax assets and management considers that sufficient
sustainable taxable profits will be generated in future years to recover the remaining deferred tax asset.
Estimate
– These estimates are partly based on forecast performance beyond the horizon for management’s detailed plans. They
have regard to inherent uncertainties.
UK tax losses
Under UK tax rules, tax losses can be carried forward indefinitely. As the recognised tax losses in NWM Plc arose prior to 1 April 2015,
credit in future periods is given against 25% of profits at the main rate of UK corporation tax, excluding the Banking Surcharge rate.
NWM Plc
- Losses of £5,553 million have not been recognised in the deferred tax balance at 31 December 2025.
Overseas tax losses
NWM N.V
.
– A deferred tax asset of £132 million (2024 - £83 million) has been recognised in respect of losses and tax credits of £512
million of total losses of £2,371 million carried forward at 31 December 2025. NWM N.V. expects the deferred tax asset to be utilised
against future taxable profits by the end of 2032. The tax losses and tax credits have no expiry date.
Unrecognised deferred tax
Deferred tax assets of £3,291 million (2024 - £3,455 million) have not been recognised in respect of tax losses and other deductible
temporary differences carried forward of £11,928 million (2024 - £12,365 million) in jurisdictions where doubt exists over the availability
of future taxable profits. Of these losses and other deductible temporary differences, £4,176 million expire after ten years. The balance
of tax losses and other deductible temporary differences carried forward has no expiry date.
There are no unrecognised temporary timing differences or deferred tax liabilities in respect of retained earnings of overseas
subsidiaries and held-over gains on the incorporation of certain overseas branches.
8 Profit/(loss) dealt with in the accounts of NWM Plc
As permitted by section 408(3) of the Companies Act 2006, NWM Plc has not presented an income statement or a statement of
comprehensive income as a primary financial statement.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
96
9 Financial instruments - classification
Judgement: classification of financial assets
Classification of financial assets between amortised cost and fair value through other comprehensive income requires a degree of
judgement in respect of business models and contractual cashflows.
The business model criteria are assessed at a portfolio level to determine whether assets are classified as held to collect or held to
collect and sell. Information that is considered in determining the applicable business model includes: the portfolio’s policies and
objectives; how the performance and risks of the portfolio are managed, evaluated and reported to management; and the
frequency, volume and timing of sales in prior periods, sales expectation for future periods, and the reasons for sales.
The contractual cash flow characteristics of financial assets are assessed with reference to whether the cash flows represent solely
payments of principal and interest (SPPI). A level of judgement is made in assessing terms that could change the contractual cash
flows so that it would not meet the condition for SPPI, including contingent and leverage features,
non-recourse arrangements and
features that could modify the time value of money.
We originate loans that include features that change the contractual cash flows based on the borrower meeting certain contractually
specified environmental, social and governance (ESG) targets. These are known as ESG-linked (or sustainability-linked) loans. As part
of the terms of these loans, the contractual interest rate is reduced or increased if the borrower meets (or fails to meet) specific
targets linked to the activity of the borrower, for example; reducing carbon emissions, increase the level of diversity at Board level, or
achieving a sustainable supply chain. ESG features are first assessed to ascertain whether the adjustment to the contractual cash
flows results in a de minimis exposure to risks or volatility in those contractual cash flows. If this is the case the classification of the loan
is not affected. If the effect of the ESG feature is assessed as being more than de minimis, we apply judgement to ensure that the ESG
features do not generate compensation for risks that are not in line with a basic lending arrangement. This includes, amongst other
aspects, a review of the consistency of the ESG targets with the asset or activity of the borrower, and consideration of the targets
within our risk appetite. Some of these loans were eligible under NatWest Group’s climate and sustainable funding and financing
inclusion (CSFFI) criteria, which underpinned NatWest Group’s previous target to provide £100 billion in climate and sustainable funding
and financing between 1 July 2021 and the end of 2025. NatWest Group’s CSFFI criteria was replaced with its climate and transition
finance framework in July 2025 alongside a new target to provide £200 billion in climate and transition finance. Some of these loans
continue to be eligible under the climate and transition finance framework.
For accounting policy information refer to Accounting policies 3.5, 3.7 and 3.9.
The following tables analyse NWM Group’s financial assets and liabilities in accordance with the categories of financial instruments in
IFRS 9.
 
NWM Group
 
MFVTPL
DFV
FVOCI
Amortised cost
Other assets
Total
Assets
£m
£m
£m
£m
£m
£m
Cash and balances at central banks
     
16,023
 
16,023
Trading assets
46,174
       
46,174
Derivatives
(1)
60,866
       
60,866
Settlement balances
     
643
 
643
Loans to banks - amortised cost
(2)
     
1,221
 
1,221
Loans to customers - amortised cost
     
23,454
 
23,454
Amounts due from holding company and fellow subsidiaries
3
-
-
216
68
287
Other financial assets
46
3
6,349
12,686
 
19,084
Other assets
       
619
619
31 December 2025
107,089
3
6,349
54,243
687
168,371
Cash and balances at central banks
     
16,229
 
16,229
Trading assets
48,883
       
48,883
Derivatives
(1)
78,105
       
78,105
Settlement balances
     
2,043
 
2,043
Loans to banks - amortised cost
(2)
     
1,171
 
1,171
Loans to customers - amortised cost
     
17,921
 
17,921
Amounts due from holding company and fellow subsidiaries
29
-
-
260
54
343
Other financial assets
49
5
4,611
13,185
 
17,850
Other assets
       
621
621
31 December 2024
127,066
5
4,611
50,809
675
183,166
Notes to the consolidated financial statements continued
9 Financial instruments – classification continued
NWM Group
Annual Report and Accounts 2025
97
     
NWM Group
Held-for-trading
DFV
Amortised cost
Other liabilities
Total
Liabilities
£m
£m
£m
£m
£m
Bank deposits
(3)
8,501
8,501
Customer deposits
7,161
7,161
Amounts due to holding company and fellow subsidiaries
280
-
5,706
82
6,068
Settlement balances
932
932
Trading liabilities
48,847
48,847
Derivatives
(1)
53,977
53,977
Other financial liabilities
-
4,854
30,599
35,453
Other liabilities
(4)
38
431
469
31 December 2025
103,104
4,854
52,937
513
161,408
Bank deposits
(3)
4,565
4,565
Customer deposits
4,840
4,840
Amounts due to holding company and fellow subsidiaries
613
-
6,075
83
6,771
Settlement balances
1,729
1,729
Trading liabilities
54,512
54,512
Derivatives
(1)
72,036
72,036
Other financial liabilities
-
3,507
27,756
31,263
Other liabilities
(4)
44
477
521
31 December 2024
127,161
3,507
45,009
560
176,237
(1)
Includes net hedging derivative assets of £348 million (2024 - £110 million) and net hedging derivative liabilities of £326 million (2024 - £474 million).
(2)
Includes items in the course of collection from other banks of £107 million (2024 - £44 million).
(3)
Includes items in the course of transmission to other banks of £182 million (2024 - £102 million).
(4)
Includes lease liabilities of £33 million (2024 - £41 million), held at amortised cost.
The following tables show the bank’s financial assets and financial liabilities in accordance with the categories of financial instruments
in IFRS 9.
     
NWM Plc
MFVTPL
FVOCI
Amortised cost
Other assets
Total
Assets
£m
£m
£m
£m
£m
Cash and balances at central banks
9,357
9,357
Trading assets
22,087
22,087
Derivatives
(1)
57,793
57,793
Settlement balances
490
490
Loans to banks - amortised cost
(2)
603
603
Loans to customers - amortised cost
22,154
22,154
Amounts due from holding company and fellow subsidiaries
1,516
-
2,003
92
3,611
Other financial assets
46
5,726
11,582
17,354
Investment in group undertakings
2,403
2,403
Other assets
436
436
31 December 2025
81,442
5,726
46,189
2,931
136,288
Cash and balances at central banks
11,069
11,069
Trading assets
26,186
26,186
Derivatives
(1)
74,982
74,982
Settlement balances
550
550
Loans to banks - amortised cost
(2)
897
897
Loans to customers - amortised cost
17,089
17,089
Amounts due from holding company and fellow subsidiaries
1,080
-
2,176
85
3,341
Other financial assets
48
4,106
11,927
16,081
Investment in group undertakings
2,263
2,263
Other assets
479
479
31 December 2024
102,296
4,106
43,708
2,827
152,937
Notes to the consolidated financial statements continued
9 Financial instruments – classification continued
NWM Group
Annual Report and Accounts 2025
98
 
NWM Plc
 
Held-for-trading
DFV
Amortised cost
Other liabilities
Total
Liabilities
£m
£m
£m
£m
£m
Bank deposits
(3)
   
7,650
 
7,650
Customer deposits
   
2,824
 
2,824
Amounts due to holding company and fellow subsidiaries
1,642
-
6,541
95
8,278
Settlement balances
   
501
 
501
Trading liabilities
25,916
     
25,916
Derivatives
(1)
52,166
     
52,166
Other financial liabilities
-
3,481
28,259
 
31,740
Other liabilities
(4)
   
7
326
333
31 December 2025
79,724
3,481
45,782
421
129,408
Bank deposits
(3)
   
4,069
 
4,069
Customer deposits
   
2,350
 
2,350
Amounts due to holding company and fellow subsidiaries
3,899
-
6,761
97
10,757
Settlement balances
   
444
 
444
Trading liabilities
30,130
     
30,130
Derivatives
(1)
70,016
     
70,016
Other financial liabilities
-
2,426
25,540
 
27,966
Other liabilities
(4)
   
8
378
386
31 December 2024
104,045
2,426
39,172
475
146,118
(1)
Includes net hedging derivative assets of £349 million (2024 - £110 million) and net hedging derivative liabilities of £325 million (2024 - £474 million).
(2)
Includes items in the course of collection from other banks of £83 million (2024 - £28 million).
(3)
Includes items in the course of transmission to other banks of £166 million (2024 - £97 million).
(4)
Includes lease liabilities of £4 million (2024 - £5 million), held at amortised cost.
Financial instruments – financial assets and liabilities that can be offset
The tables below present information on financial assets and liabilities that are offset on the balance sheet under IFRS or subject to
enforceable master netting agreements together with financial collateral received or given.
 
NWM Group
 
Instruments which can be offset
Potential for offset not recognised by IFRS
   
             
Net amount
   
       
Effect of
   
after effect
   
       
master
   
of netting
Instruments
 
       
netting
   
agreements
outside
 
     
Balance
and similar
Cash
Securities
and related
netting
Balance
 
Gross
IFRS offset
sheet
agreements
collateral
collateral
collateral
agreements
sheet total
2025
£m
£m
£m
£m
£m
£m
£m
£m
£m
Derivative assets
63,021
(2,537)
60,484
(46,019)
(9,384)
(3,170)
1,911
382
60,866
Derivative liabilities
56,190
(2,537)
53,653
(46,019)
(4,242)
(1,256)
2,136
324
53,977
Net position
6,831
-
6,831
-
(5,142)
(1,914)
(225)
58
6,889
Trading reverse repos
44,729
(17,129)
27,600
(465)
-
(26,882)
253
56
27,656
Trading repos
43,648
(17,129)
26,519
(465)
-
(26,054)
-
2,059
28,578
Net position
1,081
-
1,081
-
-
(828)
253
(2,003)
(922)
Non trading reverse repos
3,796
-
3,796
(9)
-
(3,787)
-
-
3,796
Non trading repos
7,249
-
7,249
(9)
-
(7,240)
-
-
7,249
Net position
(3,453)
-
(3,453)
-
-
3,453
-
-
(3,453)
2024
                 
Derivative assets
80,313
(2,727)
77,586
(61,849)
(10,421)
(3,396)
1,920
519
78,105
Derivative liabilities
74,293
(2,727)
71,566
(61,849)
(5,821)
(896)
3,000
470
72,036
Net position
6,020
-
6,020
-
(4,600)
(2,500)
(1,080)
49
6,069
Trading reverse repos
42,261
(15,174)
27,087
(1,469)
-
(25,406)
212
40
27,127
Trading repos
45,033
(15,174)
29,859
(1,469)
-
(28,390)
-
703
30,562
Net position
(2,772)
-
(2,772)
-
-
2,984
212
(663)
(3,435)
Non trading reverse repos
3,473
-
3,473
(80)
-
(3,393)
-
-
3,473
Non trading repos
2,969
-
2,969
(80)
-
(2,889)
-
-
2,969
Net position
504
-
504
-
-
(504)
-
-
504
Notes to the consolidated financial statements continued
9 Financial instruments - classification continued
NWM Group
Annual Report and Accounts 2025
99
 
NWM Plc
 
Instruments which can be offset
Potential for offset not recognised by IFRS
   
             
Net amount
   
             
after effect
   
             
of netting
Instruments
 
       
Effect of
   
agreements
outside
 
     
Balance
master
Cash
Securities
and related
netting
Balance
 
Gross
IFRS offset
sheet
netting
collateral
collateral
collateral
agreements
sheet total
2025
£m
£m
£m
£m
£m
£m
£m
£m
£m
Derivative assets
68,228
(10,785)
57,443
(45,651)
(7,447)
(2,628)
1,717
350
57,793
Derivative liabilities
61,545
(9,623)
51,922
(45,651)
(3,437)
(949)
1,885
244
52,166
Net position
(1)
6,683
(1,162)
5,521
-
(4,010)
(1,679)
(168)
106
5,627
Trading reverse repos
11,198
(1,781)
9,417
(230)
-
(9,187)
-
43
9,460
Trading repos
8,658
(1,781)
6,877
(230)
-
(6,647)
-
2,059
8,936
Net position
2,540
-
2,540
-
-
(2,540)
-
(2,016)
524
Non trading reverse repos
3,467
-
3,467
(9)
-
(3,458)
-
-
3,467
Non trading repos
7,249
-
7,249
(9)
-
(7,240)
-
-
7,249
Net position
(3,782)
-
(3,782)
-
-
3,782
-
-
(3,782)
2024
                 
Derivative assets
85,300
(10,801)
74,499
(61,961)
(8,304)
(2,660)
1,574
483
74,982
Derivative liabilities
79,339
(9,717)
69,622
(61,961)
(4,205)
(798)
2,658
394
70,016
Net position
(1)
5,961
(1,084)
4,877
-
(4,099)
(1,862)
(1,084)
89
4,966
Trading reverse repos
12,213
(2,130)
10,083
(283)
-
(9,789)
11
16
10,099
Trading repos
11,719
(2,130)
9,589
(283)
-
(9,306)
-
704
10,293
Net position
494
-
494
-
-
(483)
11
(688)
(194)
Non trading reverse repos
3,473
-
3,473
(80)
-
(3,393)
-
-
3,473
Non trading repos
2,969
-
2,969
(80)
-
(2,889)
-
-
2,969
Net position
504
-
504
-
-
(504)
-
-
504
(1)
The net IFRS offset balance of £1,162 million (2024 - £1,084 million) relates to variation margin netting reflected on other balance sheet lines.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
100
10 Financial instruments - valuation
 
Page
Financial instruments
 
Critical accounting policy: Fair value
100
Valuation
 
Fair value hierarchy
(D)
101
Valuation techniques
(D)
101
Inputs to valuation models
(D)
101
Valuation control
(D)
102
Key areas of judgement
(D)
102
Assets and liabilities split by fair value
 
hierarchy level
(T)
103
Valuation adjustments
 
Fair value adjustments made
(T)
105
Funding valuation adjustments (FVA)
(D)
105
Credit valuation adjustments (CVA)
(D)
105
Bid-offer
(D)
105
Product and deal specific
(D)
105
Own credit
(D)
105
Level 3 additional information
 
Level 3 ranges of unobservable inputs
(D)
106
Level 3 instruments, valuation
 
techniques and inputs
(T)
106
Level 3 sensitivities
(D)
107
Alternative assumptions
(D)
107
Other considerations
(D)
107
High and low range of fair value of
 
level 3 assets and liabilities
(T)
108
Movement in Level 3 assets and liabilities
 
over the reporting period
(D)
109
Movement in level 3 assets and liabilities
(T)
109
Fair value of financial instruments measured
 
at amortised cost
 
Fair value of financial instruments
 
measured at amortised cost on the balance sheet
(T)
111
(D) = Descriptive; (T) = Table
 
Critical accounting policy: Fair value - financial
instruments
Financial instruments classified as mandatory fair value through
profit or loss; held-for-trading; designated fair value through
profit or loss and fair value through other comprehensive income
are recognised in the financial statements at fair value. All
derivatives are measured at fair value.
Fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between
market participants at the measurement date. A fair value
measurement considers the characteristics of the asset or liability
and the assumptions that a market participant would consider
when pricing the asset or liability.
NWM Group manages some portfolios of financial assets and
financial liabilities based on its net exposure to either market or
credit risk. In these cases, the fair value is derived from the net
risk exposure of that portfolio with portfolio level adjustments
applied to incorporate bid-offer spreads, counterparty credit risk,
and funding costs (see ‘Valuation Adjustments’).
Where the market for a financial instrument is not active, fair
value is established using a valuation technique. These valuation
techniques involve a degree of estimation, the extent of which
depends on the instrument’s complexity and the availability of
market-based data. The complexity and uncertainty in the
financial instrument’s fair value is categorised using the fair value
hierarchy.
For accounting policy information refer to Accounting policies 2.2,
3.5 and 3.9.
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
101
Fair value hierarchy
Financial instruments carried at fair value have been classified
under the fair value hierarchy. The classification ranges from
level 1 to level 3, with more expert judgement and price
uncertainty for those classified at level 3.
The determination of an instrument’s level cannot be made at a
global product level as a single product type can be in more than
one level. For example, a single name corporate credit default
swap could be in level 2 or level 3 depending on the level of
market activity for the referenced entity.
Level 1
– instruments valued using unadjusted quoted prices in
active and liquid markets, for identical financial instruments.
Examples include government bonds, listed equity shares and
certain exchange-traded derivatives.
Level 2
- instruments valued using valuation techniques that have
observable inputs. Observable inputs are those that are readily
available with limited adjustments required. Examples include
most government agency securities, investment-grade corporate
bonds, certain mortgage products – including collateralised loan
obligations (CLOs), most bank loans, repos and reverse repos,
state and municipal obligations, most notes issued, certain money
market securities, loan commitments and most over the counter
(OTC) derivatives.
Level 3
- instruments valued using a valuation technique where
at least one input which could have a significant effect on the
instrument’s valuation, is not based on observable market data.
Examples include non-derivative instruments which trade
infrequently, certain syndicated and commercial mortgage loans,
private equity, and derivatives with unobservable model inputs.
Valuation techniques
NWM Group derives the fair value of its instruments differently
depending on whether the instrument is a non-modelled or a
modelled product.
Non-modelled products
are valued directly from a price input,
typically on a position-by-position basis. Examples include equities
and most debt securities.
Non-modelled products can fall into any fair value levelling
hierarchy depending on the observable market activity, liquidity,
and assessment of valuation uncertainty of the instruments. The
assessment of fair value and the classification of the instrument
to a fair value level is subject to the valuation controls discussed
in the Valuation control section.
Modelled products
valued using a pricing model range in
complexity from comparatively vanilla products such as interest
rate swaps and options (e.g., interest rate caps and floors)
through to more complex derivatives (e.g., balance guaranteed
swaps).
For modelled products the fair value is derived using the model
and the appropriate model inputs or parameters, as opposed to a
cash price equivalent. Model inputs are taken either directly or
indirectly from available data, where some inputs are also
modelled.
Fair value classification of modelled instruments is either level 2
or level 3, depending on the product/model combination, the
observability and quality of input parameters and other factors.
All these must be assessed to classify a position. The modelled
product is assigned to the lowest fair value hierarchy level of any
significant input used in that valuation.
Most derivative instruments, for example vanilla interest rate
swaps, foreign exchange swaps and liquid single name credit
derivatives, are classified as level 2. This is because they are
vanilla products valued using standard market models and with
observable inputs. Level 2 products range from vanilla to more
complex products, where the more complex products remain
classified as level 2 due to the low materiality of any
unobservable inputs.
Inputs to valuation models
When using valuation techniques, the fair value can be
significantly affected by the choice of valuation model and
underlying assumptions. Factors considered include the cashflow
amounts and timing of those cash flows, and application of
appropriate discount rates, incorporating both funding and credit
risk. Values between and beyond available data points are
obtained by interpolation and extrapolation. The principal inputs
to these valuation techniques are as follows:
Bond prices
- quoted prices are generally available for
government bonds, certain corporate securities, and some
mortgage-related products.
Credit spreads/margins
- these reflect credit default swap levels
or the return required over a benchmark rate or index to
compensate for the referenced credit risk. Where available, these
are derived from the price of credit default swaps or other credit-
based instruments, such as debt securities. When direct prices
are not available, credit spreads/margins are determined with
reference to available prices of entities with similar
characteristics.
Interest rates
- these are principally based on interest rate swap
prices referencing Interbank Offered Rates (IBOR) and overnight
interest rates, including SONIA (Sterling Overnight Interbank
Average Rate). Other quoted interest rates may also be used
from both the bond, and futures markets.
Foreign currency exchange rates
- there are observable prices
both for spot and forward contracts and futures in the world's
major currencies.
Equity and equity index prices
- quoted prices are generally
readily available for equity shares listed on the world's major
stock exchanges and for major indices on such shares.
Price volatilities and correlations
- volatility is a measure of the
tendency of a price to change with time. Correlation measures
the degree which two or more prices or variables are observed
to move together. Variables that move in the same direction
show positive correlation; those that move in opposite directions
are negatively correlated.
Prepayment rates
- rates used to reflect how fast a pool of
assets prepay. The fair value of a financial instrument that can be
prepaid by the issuer or borrower differs from that of an
instrument that cannot be prepaid. When valuing prepayable
instruments, the value of this prepayment option is considered.
Recovery rates/loss given default
- these are used as an input to
valuation models and reserves for asset-backed securities and
other credit products as an indicator of severity of losses on
default. Recovery rates are primarily sourced from market data
providers or the value of the underlying collateral
.
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
102
Valuation control
NWM Group's control environment for the determination of the
fair value of financial instruments includes formalised procedures
for the review and validation of fair values. The review of market
prices and inputs is performed by an independent price
verification (IPV) team.
IPV is a key element of the control environment. Valuations are
first performed by the business which entered into the
transaction. These valuations are then reviewed by the IPV team,
independent of those trading the financial instruments, in light of
available pricing evidence.
Independent pricing data is collated from a range of sources.
Each source is reviewed for quality and the independent data
applied in the IPV processes using a formalised input quality
hierarchy. Consensus services are one source of independent
data and encompass interest rate, currency, credit, and bond
markets, providing comprehensive coverage of vanilla products
and a wide selection of exotic products.
Where measurement differences are identified through the IPV
process these are grouped by the quality hierarchy of the
independent data. If the size of the difference exceeds defined
thresholds, an adjustment is made to bring the valuation to within
the independently calculated fair value range.
IPV takes place at least monthly, for all fair value financial
instruments. The IPV control includes formalised reporting and
escalation of any valuation differences in breach of established
thresholds.
The quality and completeness of the information gathered in the
IPV process gives an indication as to the liquidity and valuation
uncertainty of an instrument and forms part of the information
considered when determining fair value hierarchy classifications.
Initial fair value level classification of a financial instrument is
carried out by the IPV team. These initial classifications are
subject to senior management review. Particular attention is paid
to instruments transferring from one level to another, new
instrument classes or products, instruments where the
transaction price is significantly different from the fair value and
instruments where valuation uncertainty is high.
Valuation Committees are made up of valuation specialists and
senior business representatives from various functions and
oversee pricing, reserving and valuations issues. These
committees meet monthly to review and ratify any methodology
changes. The Executive Valuation Committee, a NatWest Group
committee, meets quarterly to address key material and
subjective valuation issues, to review items escalated by
Valuation Committees and to discuss other relevant industry
matters.
The Group model risk policy sets the policy for model
documentation, testing and review. Governance of the model risk
policy is carried out by the Group Model Risk Oversight
Committee, which comprises model risk owners and independent
model experts. All models are required to be independently
validated in accordance with the model risk policy.
Key areas of judgement
Over the years the business has simplified, with most products
classified as level 1 or 2 of the fair value hierarchy. However, the
diverse range of products historically traded by NWM Group
means some products remain classified as level 3. Level 3
indicates a significant level of pricing uncertainty, where expert
judgement is used. As such, extra disclosures are required in
respect of level 3 instruments.
In general, the degree of expert judgement used and hence
valuation uncertainty depends on the degree of liquidity of an
instrument or input.
Where markets are liquid, little judgement is required. However,
when the information regarding the liquidity in a particular
market is not clear, a judgement may need to be made. For
example, for an equity traded on an exchange, daily volumes of
trading can be seen, but for an OTC derivative, assessing the
liquidity of the market with no central exchange is more
challenging.
The breadth and depth of the IPV data allows for a rules-based
quality assessment to be made of market activity, liquidity, and
pricing uncertainty, which assists with the process of allocation to
an appropriate level. Where suitable independent pricing
information is not readily available, the quality assessment will
result in the instrument being assessed as level 3.
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
103
The table below shows the assets and liabilities held by NWM Group split by fair value hierarchy level. Level 1 are considered the most
liquid instruments, and level 3 the most illiquid, valued using expert judgement and so carry the most significant price uncertainty.
NWM Group
2025
2024
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
£m
£m
£m
£m
£m
£m
£m
£m
Assets
Trading assets
Loans
-
33,489
96
33,585
-
34,727
278
35,005
Securities
9,273
3,316
-
12,589
8,772
5,106
-
13,878
Derivatives
Interest rate
-
32,650
369
33,019
-
37,019
483
37,502
Foreign exchange
-
27,678
103
27,781
-
40,382
110
40,492
Other
-
57
9
66
-
64
47
111
Amounts due from holding company
and fellow subsidiaries
-
3
-
3
-
29
-
29
Other financial assets
Loans
-
-
142
142
-
1
93
94
Securities
4,232
1,930
94
6,256
3,163
1,313
95
4,571
Total financial assets held at fair value
13,505
99,123
813
113,441
11,935
118,641
1,106
131,682
As % of total fair value assets
12%
87%
1%
9%
90%
1%
Liabilities
Amounts due to holding company
and fellow subsidiaries
-
280
-
280
-
613
-
613
Trading liabilities
Deposits
-
41,109
-
41,109
-
43,764
-
43,764
Debt securities in issue
-
234
-
234
-
257
-
257
Short positions
6,172
1,331
1
7,504
8,766
1,724
1
10,491
Derivatives
Interest rate
-
26,642
171
26,813
-
31,223
287
31,510
Foreign exchange
-
26,939
54
26,993
-
40,225
66
40,291
Other
-
115
56
171
-
115
120
235
Other financial liabilities
Deposits
-
2,285
27
2,312
-
1,537
-
1,537
Debt securities in issue
-
2,302
3
2,305
-
1,733
3
1,736
Subordinated liabilities
-
237
-
237
-
234
-
234
Total financial liabilities held at fair value
6,172
101,474
312
107,958
8,766
121,425
477
130,668
As % of total fair value liabilities
6%
94%
0%
7%
93%
0%
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
104
NWM Plc
2025
2024
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
£m
£m
£m
£m
£m
£m
£m
£m
Assets
Trading assets
Loans
-
13,613
92
13,705
-
15,921
181
16,102
Securities
5,120
3,262
-
8,382
5,134
4,950
-
10,084
Derivatives
Interest rate
-
29,316
338
29,654
-
33,827
443
34,270
Foreign exchange
-
27,972
103
28,075
-
40,492
110
40,602
Other
-
55
9
64
-
63
47
110
Amounts due from holding company
and fellow subsidiaries
-
1,516
-
1,516
-
1,080
-
1,080
Other financial assets
Loans
-
-
142
142
-
1
93
94
Securities
3,871
1,670
89
5,630
2,750
1,220
90
4,060
Total financial assets held at fair value
8,991
77,404
773
87,168
7,884
97,554
964
106,402
As % of total fair value assets
10%
89%
1%
7%
92%
1%
Liabilities
Amounts due to holding company
and fellow subsidiaries
-
1,642
-
1,642
-
3,899
-
3,899
Trading liabilities
Deposits
-
19,414
-
19,414
-
21,137
-
21,137
Debt securities in issue
-
234
-
234
-
257
-
257
Short positions
5,017
1,250
1
6,268
7,089
1,646
1
8,736
Derivatives
Interest rate
-
24,515
124
24,639
-
29,151
219
29,370
Foreign exchange
-
27,309
54
27,363
-
40,351
66
40,417
Other
-
109
55
164
-
109
120
229
Other financial liabilities
Deposits
-
1,727
-
1,727
-
1,146
-
1,146
Debt securities in issue
-
1,754
-
1,754
-
1,280
-
1,280
Total financial liabilities held at fair value
5,017
77,954
234
83,205
7,089
98,976
406
106,471
As % of total fair value liabilities
6%
94%
0%
7%
93%
0%
(1)
Transfers between levels are deemed to have occurred at the beginning of the quarter in which the instrument was transferred.
(2)
For an analysis of debt securities held at mandatory fair value through profit or loss by issuer as well as ratings and derivatives, by type and contract, refer to Risk and capital
management – Credit risk.
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
105
Valuation adjustments
When valuing financial instruments in the trading book,
adjustments are made to mid-market valuations to cover bid-
offer spread, funding and credit risk. These adjustments are
presented in the table below:
NWM Group
2025
2024
£m
£m
Funding valuation adjustments
(11)
(3)
Credit valuation adjustments
178
190
Bid-offer
40
49
Product and deal specific
124
156
Total
331
392
NWM Plc
2025
2024
£m
£m
Funding valuation adjustments
(1)
8
Credit valuation adjustments
76
88
Bid-offer
37
45
Product and deal specific
107
129
Total
219
270
The decrease in FVA was driven by exposure changes arising
from the impacts of market moves and new trading activity. The
decrease in CVA was driven by credit spreads tightening with the
impacts of exposure changes largely offsetting. The decrease in
bid-offer was driven by risk reduction. The decrease in product
and deal specific was driven by the amortisation of deferred
trade inception profits partially offset by new trading activity.
Funding valuation adjustments (FVA)
FVA represents an estimate of the adjustment that a market
participant would make to incorporate funding costs and benefits
that arise in relation to derivative exposures. FVA is calculated as
a portfolio level adjustment and can result in either a funding
charge (positive) or funding benefit (negative).
Funding levels are applied to estimated potential future
exposures. For uncollateralised derivatives, the exposure reflects
the future valuation of the derivative. For collateralised
derivatives, the exposure reflects the difference between the
future valuation of the derivative and the level of collateral
posted.
Credit valuation adjustments (CVA)
CVA represents an estimate of the adjustment to fair value that
is made to incorporate the counterparty credit risk inherent in
derivative exposures. CVA is calculated on a portfolio basis
reflecting an estimate of the amount a third party would charge
to assume the credit risk.
Collateral held under a credit support agreement is factored into
the CVA calculation. In such cases where NWM Group holds
collateral against counterparty exposures, CVA is held to the
extent that residual risk remains.
FVA and CVA are actively managed by a credit and market risk
hedging process, and therefore movements in CVA and FVA are
partially offset by trading revenue on the hedges.
Bid-offer
Fair value positions are required to be marked to exit levels,
represented by bid (long positions) or offer (short positions) levels.
Non-derivative positions are typically marked to mid, with a
bid-offer adjustment applied to the net position. However
derivative exposures are adjusted to exit levels by taking bid-
offer reserves calculated on a portfolio basis. The reserving
approach is based on current market bid-offer spreads and
standard market bucketing of risk.
Bid-offer spreads vary by maturity and risk type to reflect
different spreads in the market. For positions where there is no
observable quote, the bid-offer spreads are widened in
comparison to proxies to reflect reduced liquidity or observability.
Netting is applied on a portfolio basis to reflect the value at which
NWM Group believes it could exit the net risk of the portfolio,
rather than the sum of exit costs for each of the portfolio’s
individual trades. This is applied where the asset and liability
positions are managed as a portfolio for risk and reporting
purposes.
Product and deal specific
On initial recognition of financial assets and liabilities valued using
valuation techniques which have a significant dependence on
information other than observable market data, any difference
between the transaction price and that derived from the
valuation technique is deferred. Such amounts are recognised in
the income statement over the life of the transaction; when
market data becomes observable; or when the transaction
matures or is closed out as appropriate. On 31 December 2025,
net gains of £109 million (2024 - £139 million) were carried
forward. During the year, net gains of £205 million (2024 - £218
million) were deferred and £235 million (2024 - £157 million) were
recognised in the income statement.
Where system generated valuations do not accurately reflect
market prices, manual valuation adjustments are applied either at
a position or portfolio level. Manual adjustments are subject to
the scrutiny of independent control teams and are subject to
monthly review by senior management.
Own Credit
NWM Group considers the effect of its own credit standing when
valuing financial liabilities recorded at fair value. Own credit
spread adjustments are made when valuing issued debt held at
fair value, including issued structured notes. An own credit
adjustment is applied to positions where it is believed that
counterparties would consider NWM Group’s creditworthiness
when pricing trades. Accumulated changes in fair value due to
credit risk are £57 million (2024 – £44 million).
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
106
Level 3 additional information
For illiquid assets and liabilities, classified as level 3, additional information is provided on the valuation techniques used and price
sensitivity of the products to those inputs. This is to enable the reader to gauge the level of uncertainty that arises from positions with
significant unobservable inputs or modelling parameters.
Level 3 ranges of unobservable inputs
The table below provides additional information on level 3 instruments and inputs. This shows the valuation technique used for the fair
value calculation, the unobservable inputs and input range.
NWM Group
2025
2024
Financial instrument
Valuation technique
Unobservable inputs
Units
Low
High
Low
High
Trading assets and Other financial assets
Loans
Price-based
Price
%
-
121
-
123
Discount cash flow
Credit spreads
bps
34
81
36
93
Debt securities
Price-based
Price
%
-
111
-
116
Equity Shares
Price-based
Price
GBP
-
44,090
-
47,312
Net asset valuation
Fund NAV
%
80
120
80
120
Derivative assets and liabilities
Credit derivatives
Credit derivative pricing
Credit spreads
bps
16
133
15
86
Option pricing
Correlation
%
(15)
75
(15)
95
Volatility
%
30
75
30
80
Upfront points
%
-
99
-
99
Recovery rate
-
%
60
-
60
Interest rate & FX
Option pricing
Correlation
%
(50)
98
(50)
98
derivatives
Volatility
3
%
82
3
99
Constant
prepayment rate
%
2
25
2
20
Mean reversion
%
-
13
-
20
Inflation volatility
1
%
2
1
2
Inflation rate
%
2
2
2
2
NWM Plc
2025
2024
Financial instrument
Valuation technique
Unobservable inputs
Units
Low
High
Low
High
Trading assets and Other financial assets
Loans
Price-based
Price
-
%
121
-
123
Discount cash flow
Credit spreads
bps
34
81
36
93
Debt securities
Price-based
Price
%
-
101
-
104
Equity Shares
Price-based
Price
GBP
-
8,176
-
6,675
Derivative assets and liabilities
Credit derivatives
Credit derivative pricing
Credit spreads
bps
16
133
15
86
Option pricing
Correlation
%
(15)
75
(15)
95
Volatility
%
30
75
30
80
Upfront points
%
-
99
-
99
Recovery rate
%
-
60
-
60
Interest rate & FX
Option pricing
Correlation
%
(50)
98
(50)
98
derivatives
Volatility
3
%
82
3
99
Constant
prepayment rate
%
2
25
2
20
Mean reversion
%
-
13
-
20
Inflation volatility
%
1
2
1
2
Inflation rate
2
%
2
2
2
(1)
Valuation: for private equity investments, values may be estimated by looking at past prices of similar stocks and from valuation statements where valuations are usually derived from
earnings measures such as EBITDA or net asset value (NAV). Similarly for equity or bond fund investments, prices may be estimated from valuation or credit statements using NAV or
similar measures.
(2)
NWM Group and NWM Plc do not have any material liabilities measured at fair value that are issued with an inseparable third party credit enhancement
.
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
107
Level 3 sensitivities
The level 3 sensitivities presented below are calculated at a trade
or low-level portfolio basis rather than an overall portfolio basis.
As individual sensitivities are aggregated with no reflection of the
correlated nature between instruments, the overall portfolio
sensitivity may not be accurately reflected. For example, some
portfolios may be negatively correlated to others, where a
downwards movement in one asset would produce an upwards
movement in another. However, due to the additive presentation
of the below figures, this correlation impact cannot be displayed.
As such, the actual potential downside sensitivity of the total
portfolio may be less than the non-correlated sum of the additive
figures as shown in the below table.
Alternative assumptions
Reasonably plausible alternative assumptions of unobservable
inputs are determined based on a specified target level of
certainty of 90%.
Alternative assumptions are determined with reference to all
available evidence including consideration of the following: quality
of independent pricing information considering consistency
between different sources, variation over time, perceived
tradability or otherwise of available quotes; consensus service
dispersion ranges; volume of trading activity and market bias
(e.g. one-way inventory); day 1 profit or loss arising on new
trades; number and nature of market participants; market
conditions; modelling consistency in the market; size and nature
of risk; length of holding of position; and market intelligence.
Other considerations
Whilst certain inputs used to calculate CVA, FVA and own credit
adjustments are not based on observable market data, the
uncertainty of these inputs is not considered to have a significant
effect on the net valuation of the related derivative portfolios and
issued debt.
As such, the fair value levelling of the derivative portfolios and
issued debt is not determined by CVA, FVA or own credit inputs.
In addition, any fair value sensitivity driven by these inputs is not
included in the level 3 sensitivities presented.
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
108
The table below shows the favourable and unfavourable range of fair value of the level 3 assets and liabilities. This range incorporates
the range of fair value inputs as described in the previous table.
NWM Group
2025
2024
Level 3
Favourable
Unfavourable
Level 3
Favourable
Unfavourable
£m
£m
£m
£m
£m
£m
Assets
Trading assets
Loans
96
-
-
278
-
-
Derivatives
Interest rate
369
20
(20)
483
20
(20)
Foreign exchange
103
-
-
110
-
-
Other
9
-
-
47
-
-
Other financial assets
Loans
142
-
-
93
-
-
Securities
94
10
(10)
95
10
(10)
Total
813
30
(30)
1,106
30
(30)
Liabilities
Trading liabilities
Short positions
1
-
-
1
-
-
Derivatives
Interest rate
171
10
(10)
287
10
(10)
Foreign exchange
54
-
-
66
-
-
Other
56
-
-
120
10
(10)
Other financial liabilities
Deposits
27
-
-
-
-
-
Debt securities in issue
3
-
-
3
-
-
Total
312
10
(10)
477
20
(20)
NWM Plc
2025
2024
Level 3
Favourable
Unfavourable
Level 3
Favourable
Unfavourable
£m
£m
£m
£m
£m
£m
Assets
Trading assets
Loans
92
-
-
181
-
-
Derivatives
Interest rate
338
20
(10)
443
20
(20)
Foreign exchange
103
-
-
110
-
-
Other
9
-
-
47
-
-
Other financial assets
Loans
142
-
-
93
-
-
Securities
89
10
(10)
90
10
(10)
Total
773
30
(20)
964
30
(30)
Liabilities
Trading liabilities
Short positions
1
-
-
1
-
-
Derivatives
Interest rate
124
10
(10)
219
-
-
Foreign exchange
54
-
-
66
-
-
Other
55
-
-
120
10
(10)
Total
234
10
(10)
406
10
(10)
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
109
Movement in Level 3 assets and liabilities over the reporting period
The following table shows the movement in level 3 assets and liabilities in the year.
NWM Group
Other
Other
Other
Other
Derivatives
trading
financial
Total
Derivatives
trading
financial
Total
assets
assets (2)
assets (3)
assets
liabilities
liabilities (2)
liabilities
liabilities
2025
£m
£m
£m
£m
£m
£m
£m
£m
At 1 January
640
278
188
1,106
473
1
3
477
Amounts recorded in the income
statement
(1)
(147)
(3)
(1)
(151)
(142)
-
2
(140)
Amount recorded in the statement of
comprehensive income
-
-
3
3
-
-
-
-
Level 3 transfers in
43
-
-
43
11
-
24
35
Level 3 transfers out
(41)
-
-
(41)
(13)
-
-
(13)
Purchases/originations
124
105
107
336
100
-
-
100
Settlements/other decreases
(39)
(89)
-
(128)
(46)
-
-
(46)
Sales
(100)
(197)
(61)
(358)
(105)
-
-
(105)
Foreign exchange and other adjustments
1
2
-
3
3
-
1
4
At 31 December
481
96
236
813
281
1
30
312
Amounts recorded in the income
statement in respect of balances held
at period end - unrealised
(14)
11
(3)
(6)
(36)
-
-
(36)
2024
At 1 January
843
223
205
1,271
700
3
3
706
Amounts recorded in the income
statement
(1)
(131)
(16)
1
(146)
(124)
-
-
(124)
Amount recorded in the statement of
comprehensive income
-
-
3
3
-
-
-
-
Level 3 transfers in
7
1
-
8
1
2
-
3
Level 3 transfers out
(3)
(19)
(1)
(23)
(2)
(2)
-
(4)
Purchases/originations
148
117
3
268
121
1
-
122
Settlements/other decreases
(44)
(27)
(18)
(89)
(31)
-
-
(31)
Sales
(179)
-
(4)
(183)
(186)
(2)
-
(188)
Foreign exchange and other adjustments
(1)
(1)
(1)
(3)
(6)
(1)
-
(7)
At 31 December
640
278
188
1,106
473
1
3
477
Amounts recorded in the income
statement in respect of balances held
at period end - unrealised
73
2
-
75
53
-
-
53
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
110
NWM Plc
Other
Other
Other
Other
Derivatives
trading
financial
Total
Derivatives
trading
financial
Total
assets
assets (2)
assets (3)
assets
liabilities
liabilities (2)
liabilities
liabilities
2025
£m
£m
£m
£m
£m
£m
£m
£m
At 1 January
600
181
183
964
405
1
-
406
Amounts recorded in the income
statement
(1)
(132)
(3)
(1)
(136)
(117)
-
-
(117)
Amount recorded in the statement of
comprehensive income
-
-
3
3
-
-
-
-
Level 3 transfers in
97
-
-
97
11
-
-
11
Level 3 transfers out
(95)
-
-
(95)
(13)
-
-
(13)
Purchases/originations
119
105
107
331
91
-
-
91
Settlements/other decreases
(44)
(86)
-
(130)
(57)
-
-
(57)
Sales
(95)
(105)
(61)
(261)
(87)
-
-
(87)
Foreign exchange and other adjustments
-
-
-
-
-
-
-
-
At 31 December
450
92
231
773
233
1
-
234
Amounts recorded in the income statement
in respect of balances held at period end
- unrealised
(1)
12
(3)
8
(24)
-
-
(24)
2024
At 1 January
816
207
198
1,221
598
3
-
601
Amounts recorded in the income
statement
(1)
(136)
(18)
-
(154)
(77)
-
-
(77)
Amount recorded in the statement of
comprehensive income
-
-
3
3
-
-
-
-
Level 3 transfers in
7
-
-
7
1
2
-
3
Level 3 transfers out
(3)
(19)
-
(22)
(2)
(2)
-
(4)
Purchases/originations
138
23
3
164
103
1
-
104
Settlements/other decreases
(44)
(12)
(18)
(74)
(32)
-
-
(32)
Sales
(179)
-
(3)
(182)
(185)
(2)
-
(187)
Foreign exchange and other adjustments
1
-
-
1
(1)
(1)
-
(2)
At 31 December
600
181
183
964
405
1
-
406
Amounts recorded in the income statement
in respect of balances held at period end
- unrealised
12
1
-
13
38
-
-
38
(1)
For NWM Group, net losses on trading assets and liabilities of £8 million (2024 – £23 million net losses) were recorded in income from trading activities. Net loss on other instruments
of £3 million (2024 – £1 million net gains) were recorded in other operating income and interest income as appropriate. For NWM Plc, net losses on trading assets and liabilities of £18
million (2024 – £77 million net loss) were recorded in income from trading activities. Net losses on other instruments of £1 million (2024 – nil) were recorded in other operating income
and interest income as appropriate.
(2)
Other trading assets and other trading liabilities comprise assets and liabilities held at fair value in trading portfolios.
(3)
Other financial assets comprise fair value through other comprehensive income, designated as at fair value through profit or loss and other fair value through profit or loss.
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
NWM Group
Annual Report and Accounts 2025
111
Fair value of financial instruments measured at amortised cost on the balance sheet
The following table shows the carrying value and fair value of financial instruments measured at amortised cost on the balance sheet.
NWM Group
Items where fair
Carrying
Fair
Fair value hierarchy level
value approximates
value
value
Level 2
Level 3
carrying value
2025
£bn
£bn
£bn
£bn
£bn
Financial assets
Cash and balances at central banks
16.0
16.0
-
-
16.0
Settlement balances
0.6
0.6
-
-
0.6
Loans to banks
1.2
1.2
0.4
0.3
0.5
Loans to customers
23.5
23.5
3.6
19.9
-
Amounts due from holding company
and fellow subsidiaries
0.2
0.2
-
0.2
-
Other financial assets - securities
12.7
12.7
7.0
5.7
-
2024
Financial assets
Cash and balances at central banks
16.2
16.2
-
-
16.2
Settlement balances
2.0
2.0
-
-
2.0
Loans to banks
1.2
1.2
0.5
-
0.7
Loans to customers
17.9
17.9
3.1
14.8
-
Amounts due from holding company
and fellow subsidiaries
0.3
0.3
-
0.2
0.1
Other financial assets - securities
13.2
13.3
5.6
7.7
-
2025
Financial liabilities
Bank deposits
8.5
8.5
6.1
2.2
0.2
Customer deposits
7.2
7.2
1.3
5.9
-
Amounts due to holding company
and fellow subsidiaries
5.7
5.7
5.4
0.3
-
Settlement balances
0.9
0.9
-
-
0.9
Other financial liabilities
Debt securities in issue
30.6
30.6
23.3
7.3
-
2024
Financial liabilities
Bank deposits
4.6
4.6
2.5
2.0
0.1
Customer deposits
4.8
4.8
0.5
4.2
0.1
Amounts due to holding company
and fellow subsidiaries
6.1
6.1
5.5
0.6
-
Settlement balances
1.7
1.7
-
-
1.7
Other financial liabilities
Debt securities in issue
27.7
27.7
22.8
4.9
-
Notes to the consolidated financial statements continued
10 Financial instruments – valuation continued
Fair value of financial instruments measured at amortised cost on the balance sheet continued
NWM Group
Annual Report and Accounts 2025
112
 
NWM Plc
         
Items where fair
 
Carrying
Fair
Fair value hierarchy level
value approximates
 
value
value
Level 2
Level 3
carrying value
2025
£bn
£bn
£bn
£bn
£bn
Financial assets
         
Cash and balances at central banks
9.4
9.4
-
-
9.4
Settlement balances
0.5
0.5
-
-
0.5
Loans to banks
0.6
0.6
-
0.3
0.3
Loans to customers
22.2
22.2
3.5
18.7
-
Amounts due from holding company
         
and fellow subsidiaries
2.0
2.0
-
1.9
0.1
Other financial assets - securities
11.6
11.6
7.0
4.6
-
2024
         
Financial assets
         
Cash and balances at central banks
11.1
11.1
-
-
11.1
Settlement balances
0.6
0.6
-
-
0.6
Loans to banks
0.9
0.9
0.4
-
0.5
Loans to customers
17.1
17.1
3.1
14.0
-
Amounts due from holding company
         
and fellow subsidiaries
2.2
2.2
-
2.0
0.2
Other financial assets - securities
11.9
12.0
5.5
6.5
-
2025
         
Financial liabilities
         
Bank deposits
7.7
7.7
6.1
1.4
0.2
Customer deposits
2.8
2.8
1.2
1.6
-
Amounts due to holding company
         
and fellow subsidiaries
6.5
6.5
5.4
0.8
0.3
Settlement balances
0.5
0.5
-
-
0.5
Other financial liabilities
         
Debt securities in issue
28.3
28.4
22.5
5.9
-
2024
         
Financial liabilities
         
Bank deposits
4.1
4.1
2.5
1.5
0.1
Customer deposits
2.4
2.4
0.5
1.8
0.1
Amounts due to holding company
         
and fellow subsidiaries
6.8
6.8
5.5
1.2
0.1
Settlement balances
0.4
0.4
-
-
0.4
Other financial liabilities
         
Debt securities in issue
25.5
25.5
21.5
4.0
-
The assumptions and methodologies underlying the calculation of fair values of financial instruments at the balance sheet date are as
follows:
Short-term financial instruments
For certain short-term financial instruments, including but not
limited to; cash and balances at central banks, settlement
balances, loans with short-term maturities and customer demand
deposits, carrying value is deemed a reasonable approximation of
fair value.
Loans to banks and customers
In estimating the fair value of net loans to customers and banks
measured at amortised cost, NWM Group’s loans are segregated
into appropriate portfolios reflecting the characteristics of the
constituent loans. Loans are valued using contractual cashflows
that are discounted using a market discount rate that
incorporates the current spread for the borrower or where this is
not observable, the spread for borrowers of a similar credit
standing.
Debt securities and subordinated liabilities
Most debt securities are valued using quoted prices in active
markets or from quoted prices of similar financial instruments.
The remaining population is valued using discounted cashflows at
current offer rates.
Bank and customer deposits
Fair values of deposits are estimated using contractual cashflows
using a market discount rate incorporating the current spread.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
113
11 Financial instruments - maturity analysis
Remaining maturity
The following table shows the residual maturity of financial instruments, based on contractual date of maturity:
 
NWM Group
 
2025
2024
 
Less than
More than
 
Less than
More than
 
 
12 months
12 months
Total
12 months
12 months
Total
 
£m
£m
£m
£m
£m
£m
Assets
           
Cash and balances at central banks
16,023
-
16,023
16,229
-
16,229
Trading assets
33,314
12,860
46,174
37,134
11,749
48,883
Derivatives
23,886
36,980
60,866
33,968
44,137
78,105
Settlement balances
643
-
643
2,043
-
2,043
Loans to banks - amortised cost
1,029
192
1,221
1,152
19
1,171
Loans to customers - amortised cost
8,412
15,042
23,454
8,157
9,764
17,921
Amounts due from holding company and fellow subsidiaries
(1)
140
79
219
271
18
289
Other financial assets
1,595
17,489
19,084
1,239
16,611
17,850
Liabilities
           
Bank deposits
2,140
6,361
8,501
4,056
509
4,565
Customer deposits
6,100
1,061
7,161
4,784
56
4,840
Amounts due to holding company and fellow subsidiaries
(2)
1,355
4,631
5,986
2,136
4,553
6,689
Settlement balances
932
-
932
1,729
-
1,729
Trading liabilities
39,743
9,104
48,847
44,481
10,031
54,512
Derivatives
24,177
29,800
53,977
34,172
37,864
72,036
Other financial liabilities
13,318
22,135
35,453
14,997
16,266
31,263
Lease liabilities
9
24
33
9
32
41
 
NWM Plc
 
2025
2024
 
Less than
More than
 
Less than
More than
 
 
12 months
12 months
Total
12 months
12 months
Total
 
£m
£m
£m
£m
£m
£m
Assets
           
Cash and balances at central banks
9,357
-
9,357
11,069
-
11,069
Trading assets
14,853
7,234
22,087
17,697
8,489
26,186
Derivatives
24,059
33,734
57,793
33,889
41,093
74,982
Settlement balances
490
-
490
550
-
550
Loans to banks - amortised cost
584
19
603
878
19
897
Loans to customers - amortised cost
8,140
14,014
22,154
7,730
9,359
17,089
Amounts due from holding company and fellow subsidiaries
(1)
2,550
969
3,519
2,363
893
3,256
Other financial assets
1,050
16,304
17,354
736
15,345
16,081
Liabilities
           
Bank deposits
1,702
5,948
7,650
3,601
468
4,069
Customer deposits
1,780
1,044
2,824
2,305
45
2,350
Amounts due to holding company and fellow subsidiaries
(2)
2,995
5,188
8,183
5,796
4,864
10,660
Settlement balances
501
-
501
444
-
444
Trading liabilities
19,227
6,689
25,916
21,797
8,333
30,130
Derivatives
24,322
27,844
52,166
34,081
35,935
70,016
Other financial liabilities
11,463
20,277
31,740
13,383
14,583
27,966
Lease liabilities
2
2
4
2
3
5
(1)
Amounts due from holding company and fellow subsidiaries relating to non-financial instruments of £68 million (2024 – £54 million) for NWM Group and £92 million (2024 - £85 million) for
NWM Plc have been excluded from the tables.
(2)
Amounts due to holding company and fellow subsidiaries relating to non-financial instruments of £82 million (2024 - £82 million) for NWM Group and £95 million (2024 - £97 million) for
NWM Plc have been excluded from the tables.
Notes to the consolidated financial statements continued
11 Financial instruments - maturity analysis continued
NWM Group
Annual Report and Accounts 2025
114
Assets and liabilities by contractual cash flows up to
20 years
The tables below show the contractual undiscounted cash flows
receivable and payable, up to a period of 20 years, including
future receipts and payments of interest of financial assets and
liabilities by contractual maturity. The balances in the following
tables do not agree directly with the consolidated balance sheet,
as the tables include all cash flows relating to principal and future
coupon payments, presented on an undiscounted basis. The
tables have been prepared on the following basis:
Financial assets have been reflected in the time band of the latest
date on which they could be repaid, unless earlier repayment can
be demanded by NWM Group. Financial liabilities are included at
the earliest date on which the counterparty can require
repayment, regardless of whether or not such early repayment
results in a penalty. If repayment is triggered by, or is subject to,
specific criteria such as market price hurdles being reached, the
asset is included in the time band that contains the latest date on
which it can be repaid, regardless of early repayment. The
liability is included in the time band that contains the earliest
possible date on which the conditions could be fulfilled, without
considering the probability of the conditions being met.
For
example, if a structured note is automatically prepaid when an
equity index exceeds a certain level, the cash outflow will be
included in the less than three months’ period whatever the level
of the index at the year end.
The settlement date of debt securities in issue, issued by certain
securitisation vehicles consolidated by NWM Group depends on
when cash flows are received from the securitised assets. Where
these assets are prepayable, the timing of the cash outflow
relating to securities assumes that each asset will be prepaid at
the earliest possible date. As the repayments of assets and
liabilities are linked, the repayment of assets in securitisations is
shown on the earliest date that the asset can be prepaid, as this
is the basis used for liabilities.
The principal amounts of financial liabilities that are repayable
after 20 years or where the counterparty has no right to
repayment of the principal, are excluded from the table along
with interest payments after 20 years.
The maturity of guarantees and commitments is based on the
earliest possible date they would be drawn in order to evaluate
NWM Group’s liquidity position.
MFVTPL assets of £107 billion (2024 - £127 billion) for NWM
Group, £81 billion (2024 - £102 billion) for NWM Plc, HFT liabilities
of £103 billion (2024 - £127 billion) for NWM Group and £79
billion (2024 - £104 billion) for NWM Plc have been excluded from
the following tables.
Notes to the consolidated financial statements continued
11 Financial instruments - maturity analysis continued
NWM Group
Annual Report and Accounts 2025
115
NWM Group
0-3 months
3-12 months
1-3 years
3-5 years
5-10 years
10-20 years
2025
£m
£m
£m
£m
£m
£m
Assets by contractual maturity up to 20 years
Cash and balances at central banks
16,023
-
-
-
-
-
Derivatives held for hedging
(16)
59
(9)
141
4
10
Settlement balances
643
-
-
-
-
-
Loans to banks - amortised cost
875
156
193
-
-
-
Loans to customers - amortised cost
4,447
4,924
7,992
5,843
3,443
23
Amounts due from holding company and fellow subsidiaries
(1)
137
-
-
1
26
36
Other financial assets
(2)
718
824
4,606
1,683
4,778
5,449
22,827
5,963
12,782
7,668
8,251
5,518
2025
Liabilities by contractual maturity up to 20 years
Bank deposits
832
1,320
4,043
2,487
-
-
Customer deposits
5,031
1,091
1,053
-
-
14
Amounts due to holding company and fellow subsidiaries
(3)
1,090
50
1,930
2,855
-
-
Settlement balances
932
-
-
-
-
-
Derivatives held for hedging
(3)
46
226
135
23
-
Other financial liabilities
3,877
9,448
12,923
8,299
552
550
Lease liabilities
3
6
13
9
2
-
11,762
11,961
20,188
13,785
577
564
Guarantees and commitments notional amount
(4)
Guarantees
(5)
591
-
-
-
-
-
Commitments
(6)
14,075
-
-
-
-
-
14,666
-
-
-
-
-
NWM Group
0-3 months
3-12 months
1-3 years
3-5 years
5-10 years
10-20 years
2024
£m
£m
£m
£m
£m
£m
Assets by contractual maturity up to 20 years
Cash and balances at central banks
16,229
-
-
-
-
-
Derivatives held for hedging
(9)
28
51
28
5
8
Settlement balances
2,043
-
-
-
-
-
Loans to banks - amortised cost
1,148
5
20
-
-
-
Loans to customers - amortised cost
3,221
5,741
3,790
4,093
3,781
283
Amounts due from holding company and fellow subsidiaries
(1)
242
-
-
-
-
-
Other financial assets
(2)
1,226
948
3,862
1,621
4,769
4,940
24,100
6,722
7,723
5,742
8,555
5,231
2024
Liabilities by contractual maturity up to 20 years
Bank deposits
2,945
1,117
429
81
-
-
Customer deposits
3,483
1,332
51
-
-
14
Amounts due to holding company and fellow subsidiaries
(3)
339
1,184
1,757
2,667
128
-
Settlement balances
1,729
-
-
-
-
-
Derivatives held for hedging
31
290
271
155
2
-
Other financial liabilities
4,733
8,498
12,496
4,582
501
550
Lease liabilities
2
7
16
10
6
-
13,262
12,428
15,020
7,495
637
564
Guarantees and commitments notional amount
(4)
Guarantees
(5)
696
-
-
-
-
-
Commitments
(6)
13,107
-
-
-
-
-
13,803
-
-
-
-
-
For notes to the above table refer to the following page.
Notes to the consolidated financial statements continued
11 Financial instruments - maturity analysis continued
NWM Group
Annual Report and Accounts 2025
116
 
NWM Plc
 
0-3 months
3-12 months
1-3 years
3-5 years
5-10 years
10-20 years
2025
£m
£m
£m
£m
£m
£m
Assets by contractual maturity up to 20 years
           
Cash and balances at central banks
9,357
-
-
-
-
-
Derivatives held for hedging
(16)
58
(10)
141
5
10
Settlement balances
490
-
-
-
-
-
Loans to banks - amortised cost
585
-
20
-
-
-
Loans to customers - amortised cost
4,394
4,644
7,571
5,246
3,285
23
Amounts due from holding company and fellow subsidiaries
(1)
740
294
632
276
26
36
Other financial assets
(2)
360
639
4,549
1,552
4,651
5,361
 
15,910
5,635
12,762
7,215
7,967
5,430
2025
           
Liabilities by contractual maturity up to 20 years
           
Bank deposits
625
1,086
4,043
2,073
-
-
Customer deposits
1,076
720
1,044
-
-
-
Amounts due to holding company and fellow subsidiaries
(3)
1,473
192
2,241
2,855
-
-
Settlement balances
501
-
-
-
-
-
Derivatives held for hedging
(3)
46
227
134
22
-
Other financial liabilities
3,654
7,817
12,149
7,928
231
50
Lease liabilities
1
1
2
-
-
-
 
7,327
9,862
19,706
12,990
253
50
Guarantees and commitments notional amount
(4)
           
Guarantees
(5)
131
-
-
-
-
-
Commitments
(6)
7,636
-
-
-
-
-
 
7,767
-
-
-
-
-
 
NWM Plc
 
0-3 months
3-12 months
1-3 years
3-5 years
5-10 years
10-20 years
2024
£m
£m
£m
£m
£m
£m
Assets by contractual maturity up to 20 years
           
Cash and balances at central banks
11,069
-
-
-
-
-
Derivatives held for hedging
(9)
28
51
28
5
8
Settlement balances
550
-
-
-
-
-
Loans to banks - amortised cost
879
1
20
-
-
-
Loans to customers - amortised cost
3,156
5,343
3,605
3,908
3,695
283
Amounts due from holding company and fellow subsidiaries
(1)
1,001
283
520
372
-
-
Other financial assets
(2)
894
835
3,800
1,572
4,528
4,565
 
17,540
6,490
7,996
5,880
8,228
4,856
2024
           
Liabilities by contractual maturity up to 20 years
           
Bank deposits
2,741
862
387
81
-
-
Customer deposits
1,604
722
47
-
-
-
Amounts due to holding company and fellow subsidiaries
(3)
581
1,318
1,857
2,878
128
-
Settlement balances
444
-
-
-
-
-
Derivatives held for hedging
31
290
271
155
2
-
Other financial liabilities
4,002
7,605
11,742
4,271
298
116
Lease liabilities
1
2
3
-
-
-
 
9,404
10,799
14,307
7,385
428
116
Guarantees and commitments notional amount
(4)
           
Guarantees
(5)
272
-
-
-
-
-
Commitments
(6)
7,384
-
-
-
-
-
 
7,656
-
-
-
-
-
(1)
Amounts due from holding company and fellow subsidiaries relating to non-financial instruments have been excluded from the tables.
(2)
Other financial assets excludes equity shares.
(3)
Amounts due to holding company and fellow subsidiaries relating to non-financial instruments have been excluded from the tables.
(4)
Refer to Note 25 Memorandum items – Contingent liabilities and commitments.
(5)
NWM Group is only called upon to satisfy a guarantee when the guaranteed party fails to meet its obligations. NWM Group expects most guarantees it provides to expire unused.
(6)
NWM Group has given commitments to provide funds to customers under undrawn formal facilities, credit lines and other commitments to lend subject to certain conditions being met
by the counterparty. NWM Group does not expect all facilities to be drawn, and some may lapse before drawdown.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
117
12 Trading assets and liabilities
Trading assets and liabilities comprise assets and liabilities held at fair value in trading portfolios.
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
Assets
£m
£m
£m
£m
Loans
       
Reverse repos
27,656
27,127
9,460
10,099
Collateral given
5,635
7,333
4,005
5,606
Other loans
294
545
240
397
Total loans
33,585
35,005
13,705
16,102
Securities
       
Central and local government
       
- UK
1,808
2,077
1,808
2,077
- US
4,153
3,734
257
186
- Other
4,135
3,506
4,135
3,506
Financial institutions and Corporate
2,493
4,561
2,182
4,315
Total securities
12,589
13,878
8,382
10,084
Total
46,174
48,883
22,087
26,186
Liabilities
       
Deposits
       
Repos
28,578
30,562
8,936
10,293
Collateral received
11,792
12,307
9,762
9,993
Other deposits
739
895
716
851
Total deposits
41,109
43,764
19,414
21,137
Debt securities in issue
234
257
234
257
Short positions
       
Central and local government
       
- UK
1,504
2,680
1,504
2,680
- US
1,161
1,677
19
14
- Other
4,137
4,755
4,137
4,755
Financial institutions and Corporate
702
1,379
608
1,287
Total short positions
7,504
10,491
6,268
8,736
Total
48,847
54,512
25,916
30,130
For accounting policy information refer to Accounting policy 3.5.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
118
13 Derivatives
NWM Group uses derivatives as part of its trading activities or to manage its own risk such as interest rate, foreign exchange, or credit
risk.
 
NWM Group
 
Notional
Asset
Liability
 
Traded on
   
Traded on
   
Traded on
   
 
recognised
Traded over
 
recognised
Traded over
 
recognised
Traded over
 
 
exchanges
the counter
Total
exchanges
the counter
Total
exchanges
the counter
Total
2025
£bn
£bn
£bn
£m
£m
£m
£m
£m
£m
Interest rate
794
9,752
10,546
4
33,015
33,019
-
26,813
26,813
- Swaps
-
7,395
7,395
-
25,964
25,964
-
19,739
19,739
- Options
324
1,106
1,430
4
7,051
7,055
-
7,074
7,074
- Forwards and futures
470
1,251
1,721
-
-
-
-
-
-
Exchange rate
1
3,400
3,401
-
27,781
27,781
12
26,981
26,993
- Swaps
-
455
455
-
4,960
4,960
-
4,406
4,406
- Options
1
727
728
-
4,422
4,422
12
4,474
4,486
- Spot, forwards and futures
-
2,218
2,218
-
18,399
18,399
-
18,101
18,101
Credit
-
15
15
-
66
66
-
171
171
Equity and commodity
-
-
-
-
-
-
-
-
-
Total
795
13,167
13,962
4
60,862
60,866
12
53,965
53,977
2024
                 
Interest rate
1,067
8,706
9,773
20
37,482
37,502
2
31,508
31,510
- Swaps
-
6,452
6,452
-
28,952
28,952
-
23,091
23,091
- Options
737
1,492
2,229
20
8,530
8,550
2
8,417
8,419
- Forwards and futures
330
762
1,092
-
-
-
-
-
-
Exchange rate
1
3,260
3,261
6
40,486
40,492
15
40,276
40,291
- Swaps
-
453
453
-
8,407
8,407
-
8,162
8,162
- Options
1
851
852
6
5,385
5,391
15
5,561
5,576
- Spot, forwards and futures
-
1,956
1,956
-
26,694
26,694
-
26,553
26,553
Credit
-
13
13
-
111
111
-
235
235
Equity and commodity
-
-
-
-
-
-
-
-
-
Total
1,068
11,979
13,047
26
78,079
78,105
17
72,019
72,036
Notes to the consolidated financial statements continued
13 Derivatives continued
NWM Group
Annual Report and Accounts 2025
119
NWM Plc
Notional
Asset
Liability
Traded on
Traded on
Traded on
recognised
Traded over
recognised
Traded over
recognised
Traded over
exchanges
the counter
Total
exchanges
the counter
Total
exchanges
the counter
Total
2025
£bn
£bn
£bn
£m
£m
£m
£m
£m
£m
Interest rate
745
8,995
9,740
4
29,650
29,654
-
24,639
24,639
- Swaps
-
6,776
6,776
-
22,784
22,784
-
17,744
17,744
- Options
324
1,111
1,435
4
6,866
6,870
-
6,895
6,895
- Forwards and futures
421
1,108
1,529
-
-
-
-
-
-
Exchange rate
1
3,420
3,421
-
28,075
28,075
12
27,351
27,363
- Swaps
-
457
457
-
4,963
4,963
-
4,438
4,438
- Options
1
727
728
-
4,430
4,430
12
4,469
4,481
- Spot, forwards and futures
-
2,236
2,236
-
18,682
18,682
-
18,444
18,444
Credit
-
15
15
-
64
64
-
164
164
Equity and commodity
-
-
-
-
-
-
-
-
-
Total
746
12,430
13,176
4
57,789
57,793
12
52,154
52,166
2024
Interest rate
1,048
8,204
9,252
20
34,250
34,270
2
29,368
29,370
- Swaps
-
6,003
6,003
-
25,964
25,964
-
21,141
21,141
- Options
736
1,495
2,231
20
8,286
8,306
2
8,227
8,229
- Forwards and futures
312
706
1,018
-
-
-
-
-
-
Exchange rate
1
3,273
3,274
6
40,596
40,602
15
40,402
40,417
- Swaps
-
454
454
-
8,444
8,444
-
8,174
8,174
- Options
1
851
852
6
5,386
5,392
15
5,561
5,576
- Spot, forwards and futures
-
1,968
1,968
-
26,766
26,766
-
26,667
26,667
Credit
-
13
13
-
110
110
-
229
229
Equity and commodity
-
-
-
-
-
-
-
-
-
Total
1,049
11,490
12,539
26
74,956
74,982
17
69,999
70,016
Included in the tables above is the notional amount of £8,191 billion (2024 - £6,733 billion) for NWM Group and £7,274 billion (2024 -
£6,057 billion) for NWM Plc of interest rate derivatives that are traded over the counter and settled through central clearing. NWM
Group and NWM Plc has no other type of derivatives that are settled through central counterparties.
Notes to the consolidated financial statements continued
13 Derivatives continued
NWM Group
Annual Report and Accounts 2025
120
Hedge accounting using derivatives
For accounting policy information refer to Accounting policies 3.5
and 3.9.
Refer to Note 31 for amounts due from/to fellow NatWest Group
subsidiaries.
NWM Group applies hedge accounting to reduce the accounting
mismatch caused in the income statement by using derivatives to
hedge the following risks: interest rate, foreign exchange and the
foreign exchange risk associated with net investment in foreign
operations.
NWM Group’s interest rate hedging relates to the management of
NWM Group’s non-trading structural interest rate risk, caused by
the mismatch between fixed interest rates and floating interest
rates on its financial instruments. NWM Group manages this risk
within approved limits. Residual risk positions are hedged with
derivatives, principally interest rate swaps.
Cash flow hedges of interest rate risk relate to exposures to the
variability in future interest payments and receipts due to the
movement of interest rates on forecast transactions and on
financial assets and financial liabilities. This variability in cash flows
is hedged by interest rate swaps, which convert variable cash
flows into fixed. For these cash flow hedge relationships, the
hedged items are actual and forecast variable interest rate cash
flows arising from financial assets and financial liabilities with
interest rates linked to the relevant interest rates, most notably
SOFR, EURIBOR, European Central Bank deposit rate, SONIA and
the Bank of England Official Bank Rate. The variability in cash
flows due to movements in the relevant interest rate is hedged;
this risk component is identified using the risk management
systems of NWM Group and encompasses the majority of cash
flow variability risk.
Suitable larger fixed rate financial instruments are subject to fair
value hedging in line with documented risk management
strategies.
Fair value hedges of interest rate risk involve interest rate swaps
transforming the fixed interest rate risk in financial assets and
financial liabilities to floating. The hedged risk is the risk of
changes in the hedged item’s fair value attributable to changes in
the interest rate risk component of the hedged item. The
significant interest rates identified as risk components are SOFR,
EURIBOR, ESTR and SONIA. These risk components are identified
using the risk management systems of NWM Group and
encompass the majority of the hedged item’s fair value risk.
NWM Group hedges the exchange rate risk of its net investment
in foreign currency denominated operations with currency
borrowings and forward foreign exchange contracts.
NWM Group reviews the value of the investments’ net assets,
executing hedges where appropriate to reduce the sensitivity of
capital ratios to foreign exchange rate movement. Hedge
accounting relationships will be designated where required.
Exchange rate risk also arises in NWM Group where payments
are denominated in currencies other than the functional currency.
Residual risk positions are hedged with cross currency basis
swaps fixing the exchange rate the payments will be settled in.
The derivatives are documented as cash flow hedges.
For all cash flow hedging, fair value hedge relationships and net
investment hedging, NWM Group determines that there is an
economic relationship between the hedged item and hedging
instrument via assessing the initial and ongoing effectiveness by
comparing movements in the fair value of the expected highly
probable forecast interest cash flows/ fair value of the hedged
item attributable to the hedged risk with movements in the fair
value of the expected changes in cash flows from the hedging
instrument. The method used for comparing movements is either
regression testing, or the dollar offset method. The method for
testing effectiveness and the period over which the test is
performed depends on the applicable risk management strategy
and is applied consistently to each risk management strategy.
Hedge effectiveness is assessed on a cumulative basis and the
determination of effectiveness is in line with the requirements of
IAS 39.
NWM Group uses either the actual ratio between the hedged item
and hedging instrument(s) or one that minimises hedge
ineffectiveness to establish the hedge ratio for hedge accounting.
Hedge ineffectiveness is measured in line with the requirements of
IAS 39 and recognised in the income statement as it arises.
Notes to the consolidated financial statements continued
13 Derivatives continued
NWM Group
Annual Report and Accounts 2025
121
Derivatives in hedge accounting relationships
Included in the table below are derivatives held for hedging as follows.
NWM Group
2025
2024
Changes in fair
Changes in fair
value used for
value used for
hedge
hedge
Notional
Assets
Liabilities
ineffectiveness (1)
Notional
Assets
Liabilities
ineffectiveness (1)
£bn
£m
£m
£m
£bn
£m
£m
£m
Fair value hedging
Interest rate contracts
(2)
27.8
230
240
118
22.7
215
472
241
Cash flow hedging
Interest rate contracts
5.9
34
211
127
6.2
27
355
3
Exchange rate contracts
14.2
342
317
6
8.3
110
455
3
Net investment hedging
Exchange rate contracts
(2)
0.1
2
1
1
0.1
-
-
-
48.0
608
769
252
37.3
352
1,282
247
IFRS netting and clearing
house settlements
(260)
(444)
(242)
(808)
348
325
110
474
NWM Plc
2025
2024
Changes in fair
Changes in fair
value used for
value used for
hedge
hedge
Notional
Assets
Liabilities
ineffectiveness (1)
Notional
Assets
Liabilities
ineffectiveness (1)
£bn
£m
£m
£m
£bn
£m
£m
£m
Fair value hedging
Interest rate contracts
(2)
27.7
230
241
117
22.5
214
471
242
Cash flow hedging
Interest rate contracts
4.6
20
205
146
5.1
5
354
(2)
Exchange rate contracts
14.2
342
317
6
8.3
110
455
3
Net investment hedging
Exchange rate contracts
0.1
2
1
1
0.1
-
-
-
46.6
594
764
270
36.0
329
1,280
243
IFRS netting and clearing
house settlements
(245)
(438)
(219)
(806)
349
326
110
474
(1)
The change in fair value per hedge ineffectiveness includes instruments that were derecognised in the year.
(2)
In addition to the derivative hedging instruments above, £589 million notional (2024 - £1,134 million) of non-derivative hedging instruments with a carrying value of £606 million (2024 -
£1,152 million) were used in net investment hedges. The non-derivative instruments are other financial liabilities, specifically debt securities in issue.
Notes to the consolidated financial statements continued
13 Derivatives continued
NWM Group
Annual Report and Accounts 2025
122
Hedge ineffectiveness
Hedge ineffectiveness recognised in other operating income in continuing operations comprised.
NWM Group
2025
2024
£m
£m
Fair value hedging
Loss on hedged items attributable to the hedged risk
(117)
(241)
Gain on the hedging instruments
118
241
Fair value hedging ineffectiveness
1
-
Cash flow hedging
Interest rate risk
(2)
-
Cash flow hedging ineffectiveness
(2)
-
Total
(1)
-
The main sources of ineffectiveness for interest rate risk hedge accounting relationships are:
The effect of the counterparty credit risk on the fair value of the interest rate swap which is not reflected in the fair value of the
hedged item attributable to the change in interest rate (fair value hedge);
Differences in the repricing basis between the hedging instrument and hedged cash flows (cash flow hedge); and
Upfront present values on the hedging derivatives where hedge accounting relationships have been designated after the trade
date (cash flow hedge and fair value hedge).
Notes to the consolidated financial statements continued
13 Derivatives continued
NWM Group
Annual Report and Accounts 2025
123
Maturity of notional hedging contracts
The following table shows the period in which notional of the hedging contract ends.
NWM Group
0-3 months
3-12 months
1-3 years
3-5 years
5-10 years
Over 10 years
Total
2025
£bn
£bn
£bn
£bn
£bn
£bn
£bn
Fair value hedging
Interest rate risk
Hedging assets
-
0.3
4.7
0.9
0.4
0.1
6.4
Hedging liabilities
0.7
1.2
8.5
10.6
0.4
-
21.4
2024
Fair value hedging
Interest rate risk
Hedging assets
-
0.4
2.7
0.6
0.2
0.2
4.1
Hedging liabilities
0.8
3.3
6.7
6.8
1.0
-
18.6
2025
Cash flow hedging
Interest rate risk
Hedging assets
-
0.4
1.0
1.2
3.3
-
5.9
Exchange rate risk
Hedging liabilities
-
1.5
4.5
8.2
-
-
14.2
2024
Cash flow hedging
Interest rate risk
Hedging assets
0.1
1.5
1.1
0.9
2.6
-
6.2
Exchange rate risk
Hedging liabilities
-
2.3
2.7
3.3
-
-
8.3
NWM Plc
0-3 months
3-12 months
1-3 years
3-5 years
5-10 years
Over 10 years
Total
2025
£bn
£bn
£bn
£bn
£bn
£bn
£bn
Fair value hedging
Interest rate risk
Hedging assets
-
0.3
4.7
0.8
0.3
0.1
6.2
Hedging liabilities
0.7
1.2
8.6
10.6
0.4
-
21.5
2024
Fair value hedging
Interest rate risk
Hedging assets
-
0.4
2.7
0.5
0.3
0.2
4.1
Hedging liabilities
0.8
3.2
6.7
6.7
1.0
-
18.4
2025
Cash flow hedging
Interest rate risk
Hedging assets
-
0.4
0.7
0.7
2.8
-
4.6
Exchange rate risk
Hedging liabilities
-
1.5
4.5
8.2
-
-
14.2
2024
Cash flow hedging
Interest rate risk
Hedging assets
-
1.4
0.7
0.7
2.3
-
5.1
Exchange rate risk
Hedging liabilities
-
2.3
2.7
3.3
-
-
8.3
Notes to the consolidated financial statements continued
13 Derivatives continued
NWM Group
Annual Report and Accounts 2025
124
Average fixed interest rates
Average fixed rate for cash flow hedges, interest rate risk.
NWM Group
0-3 months
3-12 months
1-3 years
3-5 years
5-10 years
Over 10 years
Total
2025
%
%
%
%
%
%
%
Average fixed interest rate
Hedging assets
2.45
1.75
1.52
1.64
4.67
-
3.29
2024
Average fixed interest rate
Hedging assets
2.65
1.33
1.77
1.50
3.65
-
2.44
NWM Plc
0-3 months
3-12 months
1-3 years
3-5 years
5-10 years
Over 10 years
Total
2025
%
%
%
%
%
%
%
Average fixed interest rate
Hedging assets
-
1.66
1.10
1.20
4.97
-
3.55
2024
Average fixed interest rate
Hedging assets
-
1.15
1.28
1.24
3.81
-
2.38
Average foreign exchange rates
For cash flow hedging of exchange rate risk, the average foreign exchange rates applicable across the relationships for NWM Group
and NWM Plc were as below for the main currencies hedged.
2025
2024
USD/GBP
1.29
1.27
JPY/USD
137.82
130.79
NOK/USD
9.21
9.21
AUD/USD
1.54
1.49
CHF/USD
0.88
0.91
EUR/USD
0.90
0.91
Notes to the consolidated financial statements continued
13 Derivatives continued
NWM Group
Annual Report and Accounts 2025
125
Analysis of hedged items and related hedging instruments
The table below analyses assets and liabilities including intercompany, subject to hedging derivatives.
NWM Group
Carrying value
Impact on
Changes in fair
of hedged
hedged items
value used as a basis
assets and
included in
to determine
liabilities
carrying value
ineffectiveness (1)
2025
£m
£m
£m
Fair value hedging - interest rate
Other financial assets - securities (3)
6,273
(5)
37
Bank and customer deposits
1,582
2
1
Other financial liabilities - debt securities in issue
20,132
27
(128)
Subordinated liabilities
1,080
9
(27)
Total
22,794
38
(154)
2024
Fair value hedging - interest rate
Other financial assets - securities (3)
4,091
(51)
(35)
Bank and customer deposits
382
-
(3)
Other financial liabilities - debt securities in issue
18,379
(99)
(197)
Subordinated liabilities
1,130
(19)
(6)
Total
19,891
(118)
(206)
2025
Cash flow hedging - interest rate
Loans to banks and customers - amortised cost
(2)
5,535
(118)
Other financial assets - securities
384
(10)
Total
5,919
(128)
Cash flow hedging - exchange rate
Other financial liabilities - debt securities in issue
7,706
(7)
2024
Cash flow hedging - interest rate
Loans to banks and customers - amortised cost
(2)
5,891
(5)
Other financial assets - securities
346
2
Total
6,237
(3)
Cash flow hedging - exchange rate
Other financial liabilities - debt securities in issue
4,212
(3)
Refer to the following page for footnotes.
13 Derivatives continued
Analysis of hedged items and related hedging instruments - continued
NWM Group
Annual Report and Accounts 2025
126
Notes to the consolidated financial statements continued
NWM Plc
Carrying value
Impact on
Changes in fair
of hedged
hedged items
value used as a basis
assets and
included in
to determine
liabilities
carrying value
ineffectiveness (1)
2025
£m
£m
£m
Fair value hedging - interest rate
Other financial assets - securities (3)
6,171
(5)
38
Bank and customer deposits
1,582
2
1
Other financial liabilities - debt securities in issue
20,119
27
(127)
Subordinated liabilities
1,080
9
(27)
Total
22,781
38
(153)
2024
Fair value hedging - interest rate
Other financial assets - securities (3)
4,006
(52)
(36)
Bank and customer deposits
382
-
(3)
Other financial liabilities - debt securities in issue
18,363
(98)
(198)
Subordinated liabilities
1,130
(19)
(6)
Total
19,875
(117)
(207)
2025
Cash flow hedging - interest rate
Loans to banks and customers - amortised cost
(2)
4,203
(137)
Other financial assets - securities
384
(10)
Total
4,587
(147)
Cash flow hedging - exchange rate
Other financial liabilities - debt securities in issue
7,706
(7)
2024
Cash flow hedging - interest rate
Loans to banks and customers - amortised cost
(2)
4,725
1
Other financial assets - securities
346
1
Total
5,071
2
Cash flow hedging - exchange rate
Other financial liabilities - debt securities in issue
4,212
(3)
(1)
The change in fair value per hedge ineffectiveness includes instruments that were derecognised in the year.
(2)
Includes cash and balances at central banks.
(3)
The carrying value include £1,210 million (2024 - £658 million) of debt securities held at amortised cost.
Notes to the consolidated financial statements continued
13 Derivatives continued
NWM Group
Annual Report and Accounts 2025
127
Analysis of cash flow and foreign exchange hedge reserve
The following table shows a pre-tax analysis of the cash flow hedge reserve and foreign exchange hedge reserve.
 
NWM Group
 
2025
2024
  
Foreign
 
Foreign
 
Cash flow
exchange
Cash flow
exchange
 
hedge reserve
hedge reserve
hedge reserve
hedge reserve
 
£m
£m
£m
£m
Continuing
    
Interest rate risk
(133)
-
(261)
-
Foreign exchange risk
5
(22)
(9)
(5)
De-designated
    
Interest rate risk
4
-
17
-
Foreign exchange risk
-
(114)
-
(142)
Total
(124)
(136)
(253)
(147)
 
NWM Plc
 
2025
2024
  
Foreign
 
Foreign
 
Cash flow
exchange
Cash flow
exchange
 
hedge reserve
hedge reserve
hedge reserve
hedge reserve
 
£m
£m
£m
£m
Continuing
    
Interest rate risk
(139)
-
(287)
-
Foreign exchange risk
5
1
(9)
(7)
De-designated
    
Interest rate risk
2
-
17
-
Foreign exchange risk
-
22
-
1
Total
(132)
23
(279)
(6)
 
NWM Group
 
2025
2024
   
Foreign
 
Foreign
 
Cash flow
exchange
Cash flow
exchange
 
hedge reserve
hedge reserve
hedge reserve
hedge reserve
 
£m
£m
£m
£m
Amount recognised in equity
       
Interest rate risk
27
-
(175)
-
Foreign exchange risk
(129)
19
(124)
15
Total
(102)
19
(299)
15
Amount transferred from equity to earnings
       
Interest rate risk to net interest income
86
-
151
-
Foreign exchange risk to net interest income
143
-
119
-
Foreign exchange risk to non-interest income
-
(9)
-
21
Total
229
(9)
270
21
 
NWM Plc
 
2025
2024
  
Foreign
 
Foreign
 
Cash flow
exchange
Cash flow
exchange
 
hedge reserve
hedge reserve
hedge reserve
hedge reserve
 
£m
£m
£m
£m
Amount recognised in equity
    
Interest rate risk
42
-
(166)
-
Foreign exchange risk
(129)
49
(124)
(7)
Total
(87)
49
(290)
(7)
Amount transferred from equity to earnings
    
Interest rate risk to net interest income
92
-
138
-
Foreign exchange risk to net interest income
143
-
119
-
Foreign exchange risk to non-interest income
-
(21)
-
(27)
Total
235
(21)
257
(27)
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
128
14 Loan impairment provisions
Loan exposure and impairment metrics
The table below summarises loans and related credit impairment measures within the scope of ECL framework.
 
NWM Group
NWM Plc
 
31 December
31 December
31 December
31 December
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Loans - amortised cost
    
- Stage 1
24,507
18,759
22,708
17,789
- Stage 2
214
352
107
253
- Stage 3
22
52
22
25
Of which: individual
15
45
15
18
Of which: collective
7
7
7
7
- Inter-Group
216
260
1,733
1,839
Total
24,959
19,423
24,570
19,906
ECL provisions
(1)
    
- Stage 1
28
25
22
21
- Stage 2
8
5
4
4
- Stage 3
15
17
15
16
Of which: individual
8
10
8
9
Of which: collective
7
7
7
7
- Inter-Group
-
-
2
2
Total
51
47
43
43
ECL provision coverage
(2)
    
- Stage 1 (%)
0.11
0.13
0.10
0.12
- Stage 2 (%)
3.74
1.42
3.74
1.58
- Stage 3 (%)
68.18
32.69
68.18
64.00
- Inter-Group (%)
-
0.05
0.12
0.11
Total
0.21
0.25
0.18
0.23
Impairment (releases)/losses
    
ECL (release)/charge
    
- Stage 1
(3)
(3)
(5)
(1)
- Stage 2
8
3
5
2
- Stage 3
(2)
(8)
(2)
(7)
Of which: individual
(2)
(7)
(2)
(6)
Of which: collective
-
(1)
-
(1)
- Third party
3
(8)
(2)
(6)
- Inter-Group
-
-
-
(1)
Total
3
(8)
(2)
(7)
Amounts written off
1
2
-
2
Of which: individual
1
2
-
2
Of which: collective
-
-
-
-
(1)
NWM Group’s intercompany assets were classified as Stage 1. The ECL for these loans was £0.1 million at 31 December 2025.
(2)
ECL provisions coverage is calculated as total ECL provisions divided by third party loans – amortised cost and FVOCI.
(3)
The table shows gross loans only and excludes amounts that are outside the scope of the ECL framework. Refer to page 45 for Financial instruments within the scope of the IFRS 9 ECL
framework for further details. Other financial assets within the scope of the IFRS 9 ECL framework were cash and balances at central banks totalling £16 billion (2024 – £16.2 billion) and
debt securities of £18.9 billion (2024 – £17.8 billion).
For accounting policy information refer to Accounting policy 3.11.
Credit risk enhancement and mitigation
For information on Credit risk enhancement and mitigation held
as security, refer to Risk and capital management – Credit risk
enhancement and mitigation section.
IFRS 9 models
Refer to Credit risk – IFRS 9 models section for further details.
Approach for multiple economic scenarios (MES)
The base scenario plays a greater part in the calculation of ECL
than the approach to MES. Refer to Credit risk – Economic loss
drivers – Probability weightings of scenarios section for further
details.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
129
15 Other financial assets
 
NWM Group
 
Debt securities
     
 
Central and local
         
 
government
         
       
Other
 
Equity
   
 
UK
US
Other
debt
Total
shares
Loans
Total
2025
£m
£m
£m
£m
£m
£m
£m
£m
Mandatory fair value through profit or loss
-
-
-
1
1
-
45
46
Designated as at fair value
-
-
-
3
3
-
-
3
Fair value through other comprehensive income
378
3,216
758
1,835
6,187
64
98
6,349
Amortised cost
-
-
-
12,686
12,686
-
-
12,686
Total
378
3,216
758
14,525
18,877
64
143
19,084
2024
               
Mandatory fair value through profit or loss
-
-
-
1
1
1
47
49
Designated as at fair value
-
-
2
3
5
-
-
5
Fair value through other comprehensive income
-
2,523
835
1,144
4,502
62
47
4,611
Amortised cost
-
-
-
13,185
13,185
-
-
13,185
Total
-
2,523
837
14,333
17,693
63
94
17,850
 
NWM Plc
 
Debt securities
     
 
Central and local
         
 
government
         
       
Other
 
Equity
   
 
UK
US
Other
debt
Total
shares
Loans
Total
2025
£m
£m
£m
£m
£m
£m
£m
£m
Mandatory fair value through profit or loss
-
-
-
1
1
-
45
46
Fair value through other comprehensive income
378
3,216
405
1,577
5,576
52
98
5,726
Amortised cost
-
-
-
11,582
11,582
-
-
11,582
Total
378
3,216
405
13,160
17,159
52
143
17,354
2024
               
Mandatory fair value through profit or loss
-
-
-
1
1
-
47
48
Fair value through other comprehensive income
-
2,523
345
1,140
4,008
51
47
4,106
Amortised cost
-
-
-
11,927
11,927
-
-
11,927
Total
-
2,523
345
13,068
15,936
51
94
16,081
There are no significant acquisitions and disposal of equity shares held at FVOCI in either year. Dividends received on FVOCI equity
shares during 2025 includes £58 million from OTCDERIV LIMITED.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
130
16 Investments in Group undertakings
Investments in group undertakings are carried at cost less impairment losses. Movements during the year were as follows:
 
NWM Plc
 
2025
2024
 
£m
£m
At 1 January
2,263
2,320
Currency translation and other adjustments
29
(27)
Additional investments in Group undertakings
-
208
Disposals of investments in Group undertakings
-
(208)
Net reversal of impairment/(impairment) of investments
111
(30)
At 31 December
2,403
2,263
The reversal/impairment of investments in both 2025 and 2024 is mainly related to NWM Plc’s investment in RBS Holdings N.V. due to
changes in its net asset value.
NWM Plc’s subsidiaries are assessed for potential impairment of investment based on net asset value. Fair value measurement for this
purpose was categorised as Level 3 of the fair value hierarchy.
The principal subsidiary undertakings of the company are shown below. Their capital consists of ordinary shares and Additional Tier 1
notes which are unlisted. All of these subsidiaries are included in NWM Group’s consolidated financial statements and have an
accounting reference date of 31 December.
   
Country of incorporation and
 
 
Nature of business
principal area of operation
Group interest
NatWest Markets Securities Inc.
Broker dealer
US
100%
NatWest Markets N.V.
Banking
Netherlands
100%
For accounting policy information refer to Accounting policy 3.10.
Full information on all related undertakings is included in Note 34.
17 Other assets
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Property, plant and equipment
33
42
10
14
Pension schemes in net surplus (Note 5)
160
146
160
146
Accrued income
45
36
32
23
Tax recoverable
103
137
99
136
Deferred tax (Note 7)
187
172
52
87
Other assets
91
88
83
73
Total
619
621
436
479
18 Other financial liabilities
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Customer deposits - designated as at fair value through profit or loss
2,312
1,537
1,727
1,146
Debt securities in issue
       
Medium term notes
27,232
21,852
25,688
20,817
Commercial paper and certificates of deposit
5,638
7,605
4,307
5,985
Subordinated liabilities
       
Designated as at fair value through profit or loss
237
234
-
-
Amortised cost
34
35
18
18
Total
35,453
31,263
31,740
27,966
For accounting policy information refer to Accounting policy 3.5 and 3.8.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
131
19 Subordinated liabilities
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Dated loan capital
253
251
-
-
Undated loan capital
18
18
18
18
Total
271
269
18
18
(1)
Excludes amounts due to holding company and fellow subsidiaries of £1,066 million (2024 - £1,115 million) for NWM Group and NWM Plc.
The following tables analyse third party subordinated liabilities:
   
First call
Maturity
Capital
2025
2024
Undated loan capital
 
date
date
treatment
£m
£m
£31 million
7.380% notes
-
-
Not applicable
1
1
£16 million
5.630% notes
Sep-2026
-
Not applicable
17
17
         
18
18
The following tables analyse intercompany subordinated liabilities:
         
NWM Group and NWM Plc
         
2025
2024
         
£m
£m
Dated loan capital
       
1,066
1,115
   
First call
Maturity
Capital
2025
2024
Dated loan capital
 
date
date
treatment
£m
£m
$1000 million
6.475% notes
-
Mar-2034
Tier 2
763
801
$250 million
4.960% notes
-
Jan-2034
Tier 2
181
186
$160 million
6.258% notes
-
Aug-2030
Tier 2
122
128
         
1,066
1,115
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
132
20 Other liabilities
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Lease liabilities
33
41
4
5
Provisions for liabilities and charges
85
146
62
126
Retirement benefit liabilities (Note 5)
27
39
25
36
Accruals
170
177
124
129
Deferred income
66
43
50
34
Current tax
5
9
3
6
Deferred tax (Note 7)
42
37
40
35
Other liabilities
41
29
25
15
Total
469
521
333
386
 
NWM Group
 
Litigation and
  
 
other regulatory
Other (1)
Total
Provisions for liabilities and charges
£m
£m
£m
At 1 January 2025
108
38
146
Currency translation and other movements
(7)
1
(6)
Charge to income statement
7
15
22
Release to income statement
(50)
(4)
(54)
Provisions utilised
(13)
(10)
(23)
At 31 December 2025
45
40
85
 
NWM Plc
 
Litigation and
  
 
other regulatory
Other (1)
Total
Provisions for liabilities and charges
£m
£m
£m
At 1 January 2025
104
22
126
Currency translation and other movements
(6)
-
(6)
Charge to income statement
7
7
14
Release to income statement
(50)
(2)
(52)
Provisions utilised
(13)
(7)
(20)
At 31 December 2025
42
20
62
(1)
Materially comprises provisions relating to restructuring costs.
Provisions are liabilities of uncertain timing or amount and are recognised when there is a present obligation as a result of a past
event, the outflow of economic benefit is probable and the outflow can be estimated reliably. Any difference between the final outcome
and the amounts provided will affect the reported results in the period when the matter is resolved.
For accounting policy information refer to Accounting policy 2.3.
Critical accounting policy: Provisions for liabilities
The key judgement is involved in determining whether a present obligation exists. There is often a high degree of uncertainty and
judgement is based on the specific facts and circumstances relating to individual events in determining whether there is a present
obligation. Judgement is also involved in estimation of the probability, timing and amount of any outflows. Where NWM Group can look
to another party such as an insurer to pay some or all of the expenditure required to settle a provision, any reimbursement is
recognised when, and only when, it is virtually certain that it will be received.
Estimates -
Provisions are liabilities of uncertain timing or amount and are recognised when there is a present obligation as a result of
a past event, the outflow of economic benefit is probable, and the outflow can be estimated reliably. Any difference between the final
outcome and the amounts provided will affect the reported results in the period when the matter is resolved.
Litigation and other regulatory: NWM Group is engaged in various legal proceedings, both in the UK and in overseas jurisdictions,
including the US. For further information in relation to legal proceedings and discussion of the associated uncertainties, refer to
Note 25.
Other provisions: These materially comprise provisions for onerous contracts and restructuring costs. Onerous contract provisions
comprise an estimate of the costs involved in fulfilling the terms and conditions of contracts net of any expected benefits to be
received. Redundancy and restructuring provisions comprise the estimated cost of restructuring, including redundancy costs where
an obligation exists.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
133
21 Share capital and reserves
     
Number of shares
 
2025
2024
2025
2024
Allotted, called up and fully paid
£m
£m
000s
000s
Ordinary shares of £1
400
400
399,517
399,517
Ordinary shares
NWM Plc has not paid ordinary dividends in 2025, consistent with
2024.
Paid-in equity
Comprises equity instruments issued by NWM Plc other than
those legally constituted as shares.
Additional Tier 1 instruments issued by NWM Plc having the legal
form of debt are classified as equity under IFRS. The coupons on
these instruments are non-cumulative and payable at NWM Plc’s
discretion.
 
2025
2024
 
£m
£m
Additional Tier 1 instruments
   
US$950 million 7.9604% instruments callable
   
August 2025
-
749
US$200 million 5.540% instruments callable
   
August 2025
-
155
GBP£250 million 7.50% instruments callable Feb 2032
250
-
US$750 million 7.30% instruments callable November
   
2034
592
592
GBP£350 million 8.3250% instruments callable May
   
2035
350
-
 
1,192
1,496
Capital recognised for regulatory purposes cannot be redeemed
without Prudential Regulation Authority consent. This includes
ordinary shares, preference shares and Additional Tier 1
instruments.
Reserves
NWM Plc optimises capital efficiency by maintaining reserves in
subsidiaries, including regulated entities. Certain preference
shares and subordinated debt are also included within regulatory
capital. The remittance of reserves to the parent or the
redemption of shares or subordinated capital by regulated
entities may be subject to maintaining the capital resources
required by the relevant regulator.
For accounting policy information refer to Accounting policy 3.8.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
134
22 Structured entities
A structured entity (SE) is an entity that has been designed
such that voting or similar rights are not the dominant factor
in deciding who controls the entity, for example when any
voting rights relate to administrative tasks only and the
relevant activities are directed by means of contractual
arrangements. SEs are usually established for a specific,
limited purpose, they do not carry out a business or trade and
typically have no employees.
Securitisations
In a securitisation, assets, or interests in a pool of assets, are
transferred to a SE which then issues liabilities to third party
investors.
NWM Group’s involvement in client securitisations takes a
number of forms. It may provide secured finance to, or
purchase asset-backed notes from, client sponsored SEs
secured on assets transferred by the client entity; purchase
asset backed securities issued by client sponsored SEs in the
primary or secondary markets; or provide liquidity facilities to
client sponsored SEs. In addition, NWM Group arranges or
acts as lead manager or placement agent in client primary
markets securitisations. NWM Group provides portfolio
structured derivative hedging solutions to clients.
Covered debt programme
NWM Group has assigned certain loans to customers and
other debt instruments to bankruptcy remote limited liability
partnerships to provide security for issues of debt securities by
NWM Group. NWM Group retains all of the risks and rewards
of these assets and continues to recognise them. The
partnerships are consolidated by the NWM Group, and the
related covered debt included within other financial liabilities.
At 31 December 2025, £1,195 million (2024 - £1,345 million) of
loans and other debt instruments provided security for £2,186
million (2024 – £1,556 million) debt securities in issue and
other borrowing by NWM Plc and NWM Group.
Lending of own issued securities
Where the NWM Plc issues and retains debt securities it does
not recognise them. From time to time the NWM Plc issues,
retains, and lends debt securities under bespoke securities
lending and repurchase financing arrangements. Under
standard terms in the UK and US markets, the recipient has
an unrestricted right to sell or repledge collateral, subject to
returning equivalent securities on maturity of the transaction.
NWM Plc retains all of the risks and rewards of own issued
liabilities lent or sold under such arrangements and, where the
ability of the recipient to sell or pledge the asset is restricted
under a bespoke arrangement, does not recognise them. At
31 December 2025, £3,330 million (2024 - £2,965 million) of
secured own issued liabilities have been retained and lent
under securities lending and repurchase financing
arrangements, total retained secured own issued liabilities
£5,156 million (2024 - £3,956 million). At 31 December 2025,
£3,817 million (2024 - £3,127 million) of loans and other debt
instruments provided security for secured own issued liabilities
that have been retained and lent under securities lending and
repurchase financing arrangements, total loans and other debt
instruments providing security for retained secured own issued
liabilities £5,196 million (2024 - £4,194 million).
Unconsolidated structured entities
The term ‘unconsolidated structured entities’ refers to
structured entities not controlled by NWM Group, and which
are established either by NWM Group or a third party. An
interest in a structured entity is any form of contractual or
non-contractual involvement which creates variability in
returns for NWM Group arising from the performance of the
entity. Such interests include holdings of debt or equity
securities, derivatives that transfer financial risks from the
entity to NWM Group, provision of lending and loan
commitments, financial guarantees and investment
management agreements. NWM Group enters into
transactions with unconsolidated structured entities in the
normal course of business to facilitate customer transactions,
to provide risk management services and for specific
investment opportunities. Structured entities may take the
form of funds, trusts, partnerships, securitisation vehicles, and
private investment companies. NWM Group considers itself to
be the sponsor of a structured entity where it is primarily
involved in the set up and design of the entity and where
NWM Group transfers assets to the entity, markets products
associated with the entity in its own name, and/or provides
guarantees in relation to the performance of the entity.
The nature and extent of NWM Group’s interests in unconsolidated structured entities is summarised below.
 
2025
2024
 
Asset-backed
Investment
 
Asset-backed
Investment
 
 
securitisation
funds
 
securitisation
funds
 
 
vehicles
and other
Total
vehicles
and other
Total
 
£m
£m
£m
£m
£m
£m
Assets
           
Trading assets
122
28
150
252
216
468
Derivatives
96
-
96
94
-
94
Loans to customers
6,479
1,167
7,646
4,953
1,127
6,080
Other financial assets
11,808
722
12,530
12,144
923
13,067
Total
18,505
1,917
20,422
17,443
2,266
19,709
Liabilities
           
Derivatives
82
2
84
153
8
161
Total
82
2
84
153
8
161
Off balance sheet
           
Liquidity facilities/loan commitments
2,127
274
2,401
1,989
375
2,364
Guarantees
-
546
546
-
93
93
Total
2,127
820
2,947
1,989
468
2,457
Maximum exposure
20,550
2,735
23,285
19,279
2,726
22,005
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
135
23 Asset transfers and collateral received
Transfers that do not qualify for derecognition
NWM Group enters into securities financing, reverse repurchase and total return agreements in accordance with normal market
practice which includes the provision of additional collateral if necessary.
Under standard terms in the UK and US markets, the
recipient has an unrestricted right to sell or repledge collateral, subject to returning equivalent securities on maturity of the transaction.
Securities sold under repurchase transactions and transactions with the substance of securities repurchase agreements are not
derecognised if the NWM Group retains substantially all the risks and rewards of ownership. The fair value (and carrying value) of
securities transferred under such transactions included on the balance sheet, are set out below. All of these securities could be sold or
repledged by the holder.
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
The following assets have failed derecognition
(1)
£m
£m
£m
£m
Trading assets
7,897
7,708
4,696
4,919
Other financial assets
5,163
4,190
4,795
3,809
Total
13,060
11,898
9,491
8,728
(1)
Associated liabilities were £12,557 million for the NWM Group (2024 - £12,290 million) and £9,051 million for NWM Plc (2024 - £8,377 million).
Assets pledged as collateral
NWM Group pledges collateral with its counterparties in respect of derivative liabilities and bank and stock borrowings.
Under standard
arrangements the counterparty has the right to sell or repledge the collateral. Where NWM Group retains exposure to the significant
risks and rewards of the transferred collateral it is not derecognised from the NWM Group balance sheet and continues to be disclosed
within either Trading Assets or Other Financial Assets.
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
Assets pledged against liabilities
£m
£m
£m
£m
Trading assets
7,828
10,254
6,198
7,862
Other financial assets
(1)
4,872
3,952
4,363
3,311
 
12,700
14,206
10,561
11,173
(1)
Includes pledges for stock borrowing.
The following table analyses assets that have been transferred but have failed the derecognition rules under IFRS 9 and therefore
continue to be recognised on NWM Plc’s balance sheet.
 
2025
2024
Asset type
£m
£m
Loans and other debt instruments - covered debt programme
(1)
2,379
1,688
Loans and other debt instruments - own issued retained lent securities
(2)
3,817
3,127
(1)
The associated liabilities for covered debt programme were £2,186 million (2024 - £1,556 million).
(2)
The associated own issued securities that were retained and lent under securities lending arrangements were £3,330 million (2024 - £2,965 million).
Collateral
received
The fair value of securities accepted as collateral relating primarily to standard securities lending, reverse repurchase agreements,
swaps of securities and margining related to derivatives and other trading assets that NWM Group is permitted to sell or repledge in
the absence of default was £64,237 million (2024 - £65,063 million). The fair value of any such collateral sold or repledged was
£52,077 million (2024 - £52,364 million).
NWM Group is obliged to return equivalent securities. These transactions are conducted under terms that are usual and customary to
standard securities lending, reverse repurchase agreements, swaps of securities and derivative margining.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
136
24 Capital resources
NWM Plc’s regulatory capital is assessed against minimum requirements that are set out under the UK CRR to determine the strength
of its capital base. The table below shows a reconciliation of shareholders’ equity to regulatory capital.
 
2025
2024
Shareholders’ equity
£m
£m
Shareholders’ equity
6,880
6,819
Other equity instruments
(1,192)
(1,496)
 
5,688
5,323
Regulatory adjustments and deductions
   
Own credit
36
37
Defined benefit pension fund adjustment
(119)
(109)
Cash flow hedging reserve
97
203
Prudential valuation adjustments
(114)
(148)
Expected losses less impairments
(11)
(6)
Instruments of financial sector entities where the institution has a significant investment
(1,625)
(1,521)
 
(1,736)
(1,544)
CET1 capital
3,952
3,779
Additional Tier 1 (AT1) capital
   
Qualifying instruments and related share premium
1,192
1,496
Tier 1 deductions
   
Instruments of financial sector entities where the institution has a significant investment
(218)
(208)
Tier 1 capital
4,926
5,067
Qualifying Tier 2 capital
   
Qualifying instruments and related share premium
1,048
1,124
Tier 2 deductions
   
Instruments of financial sector entities where the institution has a significant investment
(407)
(419)
Other regulatory adjustments
9
7
 
(398)
(412)
Tier 2 capital
650
712
Total regulatory capital
5,576
5,779
In the management of capital resources, NWM Plc is governed by
NatWest Group's policy to maintain a strong capital base and to
utilise it efficiently throughout its activities to optimise the return
to shareholders while maintaining a prudent relationship between
the capital base and the underlying risks of the business. In
carrying out this policy, NatWest Group has regard to the
supervisory requirements of the PRA. The PRA uses capital ratios
as a measure of capital adequacy in the UK banking sector,
comparing a bank's capital resources with its risk-weighted
assets (the assets and off-balance sheet exposures are weighted
to reflect the inherent credit and other risks); by international
agreement, the Pillar 1 capital ratios, excluding capital buffers,
should be not less than 8% with a Common Equity Tier 1
component of not less than 4.5%. NWM Plc has complied with the
PRA’s capital requirements throughout the year. NWM Plc is also
subject to a Pillar 2 requirement.
Subsidiaries and sub-groups within NWM Group, principally
banking entities, are subject to various individual regulatory
capital requirements in the UK and overseas. Furthermore, the
payment of dividends by subsidiaries and the ability of members
of NatWest Group to lend money to other members of NatWest
Group is subject to restrictions such as local regulatory or legal
requirements, the availability of reserves and financial and
operating performance.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
137
25 Memorandum items
Contingent liabilities and commitments
The amounts shown in the table below are intended only to provide an indication of the volume of business outstanding at 31
December 2025. Although the NWM Group is exposed to credit risk in the event of a customer’s failure to meet its obligations, the
amounts shown do not, and are not intended to, provide any indication of NWM Group’s expectation of future losses.
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Contingent liabilities and commitments
       
Guarantees
591
696
131
272
Other contingent liabilities
16
17
16
17
Standby facilities, credit lines and other commitments
15,176
14,097
8,524
8,319
Total
15,783
14,810
8,671
8,608
Banking commitments and contingent obligations, which have
been entered into on behalf of customers and for which there are
corresponding obligations from customers, are not included in
assets and liabilities. NWM Group’s maximum exposure to credit
loss, in the event of its obligation crystallising and all
counterclaims, collateral or security proving valueless, is
represented by the contractual nominal amount of these
instruments included in the table above. These commitments and
contingent obligations are subject to NWM Group’s normal credit
approval processes.
Guarantees
- NWM Group gives guarantees on behalf of
customers. A financial guarantee represents an irrevocable
undertaking that NWM Group will meet a customer’s specified
obligations to a third party if the customer fails to do so. The
maximum amount that NWM Group could be required to pay
under a guarantee is its principal amount as in the table above.
NWM Group expects most guarantees it provides to expire
unused.
Other contingent liabilities
- these include standby letters of
credit, supporting customer debt issues and contingent liabilities
relating to customer trading activities such as those arising from
performance and customs bonds, warranties and indemnities.
Standby facilities and credit lines
- under a loan commitment
NWM Group agrees to make funds available to a customer in the
future. Loan commitments, which are usually for a specified term
may be unconditionally cancellable or may persist, provided all
conditions in the loan facility are satisfied or waived.
Commitments to lend include commercial standby facilities and
credit lines, liquidity facilities to commercial paper conduits and
unutilised overdraft facilities.
Other commitments
- these include documentary credits, which
are commercial letters of credit providing for payment by NWM
Group to a named beneficiary against presentation of specified
documents, forward asset purchases, forward deposits placed
and undrawn note issuance and revolving underwriting facilities,
and other short-term trade related transactions.
Risk-sharing arrangements
NWM Plc and NWM N.V. have limited risk-sharing arrangements
in place to facilitate the smooth provision of services to NatWest
Markets’ customers. The arrangements, which NWM Plc
recognises as financial guarantees within Amounts due to
subsidiaries, include:
The provision of a funded guarantee of up to £0.7 billion by
NWM Plc to NWM N.V. that limits NWM N.V.’s exposure to
large individual customer credits. Funding is provided by
NWM Plc deposits placed with NWM N.V. of not less than the
guaranteed amount.
At 31 December 2025, the deposits
amounted to £0.1 billion and the guaranteed fees in the year
were £1.0 million.
The provision of unfunded guarantees by NWM Plc in respect
of NWM N.V.’s Legacy portfolio. At 31 December 2025 the
exposure at default covered by the guarantees was
approximately £7 million (of which none was cash
collateralised). Fees of £0.2 million in relation to the
guarantees were recognised in the year.
Indemnity deed
In April 2019, NWM Plc and NWB Plc entered into a cross
indemnity agreement for losses incurred within the entities in
relation to business transferred to or from the ring-fenced bank
under the NatWest Group’s structural re-organisation. Under the
agreement, NWM Plc is indemnified by NWB Plc against losses
relating to the NWB Plc transferring businesses and ring-fenced
bank obligations and NWB Plc is indemnified by NWM Plc against
losses relating to NWM Plc transferring businesses and non-ring-
fenced bank obligations with effect from the relevant transfer
date.
Notes to the consolidated financial statements continued
25 Memorandum items continued
NWM Group
Annual Report and Accounts 2025
138
Litigation and regulatory matters
NWM Plc and its subsidiary and associated undertakings (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.
NWM Group recognises a provision for a liability in relation to
these Matters when it is probable that an outflow of economic
benefits will be required to settle an obligation resulting from past
events, and a reliable estimate can be made of the amount of the
obligation.
In many of the Matters, it is not possible to determine whether
any loss is probable, or to estimate reliably the amount of any
loss, either as a direct consequence of the relevant proceedings
and regulatory matters or as a result of adverse impacts or
restrictions on NWM Group’s reputation, businesses and
operations. Numerous legal and factual issues may need to be
resolved, including through potentially lengthy discovery and
document production exercises and determination of important
factual matters, and by addressing novel or unsettled legal
questions relevant to the proceedings in question, before the
probability of a liability, if any, arising can reasonably be
estimated in respect of any Matter. NWM Group cannot predict
if, how, or when such claims will be resolved or what the
eventual settlement, damages, fine, penalty or other relief, if any,
may be, particularly for Matters that are at an early stage in
their development or where claimants seek substantial or
indeterminate damages.
There are situations where NWM Group may pursue an
approach that in some instances leads to a settlement
agreement. This may occur in order to avoid the expense,
management distraction or reputational implications of continuing
to contest liability, or in order to take account of the risks
inherent in defending or contesting Matters, even for those for
which NWM Group believes it has credible defences and should
prevail on the merits. The uncertainties inherent in all Matters
affect the amount and timing of any potential economic outflows
for both Matters with respect to which provisions have been
established and other contingent liabilities in respect of any such
Matter.
It is not practicable to provide an aggregate estimate of potential
liability for our Matters as a class of contingent liabilities.
The future economic outflow in respect of any Matter may
ultimately prove to be substantially greater than, or less than, the
aggregate provision, if any, that NWM Group has recognised in
respect of such Matter. Where a reliable estimate of the
economic outflow cannot be reasonably made, no provision has
been recognised. NWM Group expects that in future periods,
additional provisions and economic outflows relating to Matters
that may or may not be currently known by NWM Group will be
necessary, in amounts that are expected to be substantial in
some instances. Refer to Note 20 for information on material
provisions.
Matters which are, or could be, material, either individually or in
aggregate, having regard to NWM Group, considered as a whole,
in which NWM Group is currently involved are set out below. We
have provided information on the procedural history of certain
Matters, where we believe appropriate, to aid the understanding
of the Matter.
For a discussion of certain risks associated with NWM Group’s
litigation and regulatory matters (including the Matters), refer to
the Risk Factor relating to legal, regulatory and governmental
actions and investigations set out on pages 163 to 165.
Litigation
London Interbank Offered Rate (LIBOR) and other rates
litigation
NWM Plc and certain other members of NatWest Group,
including NatWest Group 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 the NWM Group
defendants 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 dismissal of 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).
In addition to the USD LIBOR cases described above, there is a
class action relating to derivatives allegedly tied to JPY LIBOR
and Euroyen TIBOR, which was dismissed by the SDNY in
relation to NWM Plc and other NatWest Group companies in
September 2021. That dismissal is now the subject of an appeal
to the 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 Appeals 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.
Notes to the consolidated financial statements continued
25 Memorandum items continued
NWM Group
Annual Report and Accounts 2025
139
Foreign exchange litigation
NWM Plc, NWMSI and/or NatWest Group plc are defendants in
several cases relating to NWM Plc’s foreign exchange (FX)
business.
In May 2019, a cartel class action was filed in the Federal Court
of Australia against NWM Plc and four other banks on behalf of
persons who bought or sold currency through FX spots or
forwards between 1 January 2008 and 15 October 2013 with a
total transaction value exceeding AUD 0.5 million. The claimant
has alleged that the banks, including NWM Plc, contravened
Australian competition law by sharing information, coordinating
conduct, widening spreads and manipulating FX rates for certain
currency pairs during this period. NatWest Group plc and NWMSI
have been named in the action as ‘other cartel participants’ but
are not respondents.
In May 2025, NWM Plc executed an agreement to settle the
claim in the Federal Court of Australia, which the court approved
in August 2025. The settlement amount is covered in full by an
existing provision.
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.
Two motions to certify FX-related class actions were filed in the
Tel Aviv District Court in Israel in September and October 2018
and were subsequently consolidated into one motion. The
consolidated motion to certify, which names The Royal Bank of
Scotland plc (now NWM Plc) and several other banks as
defendants, was served on NWM Plc in May 2020.
The applicants sought the court’s permission to amend their
motions to certify the class actions. NWM Plc filed a motion
challenging the permission granted by the court for the
applicants to serve the consolidated motion outside the Israeli
jurisdiction. That NWM Plc motion remains pending. In February
2024, NWM Plc executed an agreement to settle the claim,
subject to court approval. The settlement amount is covered in
full by an existing provision.
In December 2021, a summons was served in the Netherlands
against NatWest Group plc, NWM Plc and NWM N.V. by Stichting
FX Claims on behalf of a number of parties, seeking declarations
from the court concerning liability for anti-competitive FX market
conduct described in decisions of the European Commission (EC)
of 16 May 2019, along with unspecified damages. The claimant
amended its claim to also refer to a 2 December 2021 decision
by the EC, which described anti-competitive FX market conduct.
NatWest Group plc, NWM Plc and other defendants contested
the jurisdiction of the Dutch court.
In March 2023, the district court in Amsterdam accepted that it
has jurisdiction to hear claims against NWM N.V. but refused
jurisdiction to hear any claims against the other defendant banks
(including NatWest Group plc and NWM Plc) brought on behalf of
the parties represented by the claimant that are domiciled
outside of the Netherlands. The claimant is appealing that
decision.
The defendant banks have brought cross-appeals which seek a
ruling that the Dutch court has no jurisdiction to hear any claims
against the defendant banks domiciled outside of the
Netherlands, irrespective of whether the claim has been brought
on behalf of a party represented by the claimant that is domiciled
within or outside of the Netherlands. The Amsterdam Court of
Appeal has stayed these appeal proceedings until the Court of
Justice of the European Union has answered preliminary
questions that have been referred to it in another matter.
In September 2023, a second summons was served by Stichting
FX Claims on NatWest Group plc, NWM Plc and NWM N.V., on
behalf of a new group of parties. The claimant seeks declarations
from the district court in Amsterdam concerning liability for anti-
competitive FX market conduct described in the above
referenced decisions of the EC of 16 May 2019 and 2 December
2021, along with unspecified damages. NatWest Group plc, NWM
Plc and other defendants are contesting the Dutch court's
jurisdiction. The district court has stayed the proceedings pending
judgment in the above-mentioned appeals.
In January 2025, a third summons was served by Stichting FX
Claims on NatWest Group plc, NWM Plc and NWM N.V., on
behalf of another new group of parties. The claimant seeks
similar declarations from the district court in Amsterdam to those
being sought in the above-mentioned claims, along with
unspecified damages.
NatWest Group plc, NWM Plc and other defendants are
contesting the Dutch court's jurisdiction. The district court has
stayed the proceedings pending judgment in the above-
mentioned appeals.
Certain other foreign exchange transaction related claims have
been or may be threatened. NWM Group cannot predict whether
all or any of these claims will be pursued.
Notes to the consolidated financial statements continued
25 Memorandum items continued
NWM Group
Annual Report and Accounts 2025
140
Swaps antitrust litigation
NWM Plc, NWMSI and 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.
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 decision and the case is now closed.
Spoofing litigation
In December 2021, three substantially similar class actions
complaints were filed in federal court in the United States against
NWM Plc and NWMSI alleging Commodity Exchange Act and
common law unjust enrichment claims arising from manipulative
trading known as spoofing. The complaints refer to NWM Plc’s
December 2021 spoofing-related guilty plea (described below
under “US investigations relating to fixed-income securities”) and
purport to assert claims on behalf of those who transacted in US
Treasury securities and futures and options on US Treasury
securities between 2008 and 2018.
In July 2022, the defendants filed a motion to dismiss these
claims, which have been consolidated into one matter in the
United States District Court for the Northern District of Illinois.
The motion to dismiss remains pending.
Madoff
NWM N.V. was named as a defendant in two actions filed by the
trustee for the bankrupt estates of Bernard L. Madoff and
Bernard L. Madoff Investment Securities LLC, in bankruptcy
court in New York, which together seek to clawback more than
US$300 million (plus pre-judgment interest) that NWM N.V.
allegedly received from certain Madoff feeder funds and certain
swap counterparties.
The claims were previously dismissed, but as a result of an
August 2021 decision by the US Court of Appeals, they are now
proceeding in the discovery phase in the bankruptcy court,
where they have been consolidated into one action.
US Anti-Terrorism Act litigation
NWM N.V. and certain other financial institutions are defendants
in several actions filed by a number of US nationals (or their
estates, survivors, or heirs), most of whom are or were US
military personnel, who were killed or injured in attacks in Iraq
between 2003 and 2011.
NWM Plc is also a defendant in some of these cases.
According to the plaintiffs’ allegations, the defendants are liable
for damages arising from the attacks because they allegedly
conspired with and/or aided and abetted Iran and certain Iranian
banks to assist Iran in transferring money to Hezbollah and the
Iraqi terror cells that committed the attacks, in violation of the US
Anti-Terrorism Act, by agreeing to engage in ‘stripping’ of
transactions initiated by the Iranian banks so that the Iranian
nexus to the transactions would not be detected.
The first of these actions, alleging conspiracy claims but not
aiding and abetting claims, was filed in the United States District
Court for the Eastern District of New York in November 2014. In
September 2019, the district court dismissed the case, finding
that the claims were deficient for several reasons, including lack
of sufficient allegations as to the alleged conspiracy and
causation. In January 2023, the US Court of Appeals affirmed the
district court’s dismissal of this case.
On 30 September 2025, the district court denied a motion by the
plaintiffs to re-open the case to assert aiding and abetting claims
that they previously did not assert. Another action, filed in the
SDNY in 2017, which asserted both conspiracy and aiding and
abetting claims, was dismissed by the SDNY in March 2019 on
similar grounds as the first case, but remains subject to appeal to
the US Court of Appeals.
Other follow-on actions that are substantially similar to those
described above are pending in the same courts.
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.
Notes to the consolidated financial statements continued
25 Memorandum items continued
NWM Group
Annual Report and Accounts 2025
141
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.
Regulatory matters
NWM Group’s financial condition can be affected by the actions
of various governmental and regulatory authorities in the UK, the
US, the EU and elsewhere. NWM Group companies have
engaged, and will continue to engage, in discussions with
relevant governmental and regulatory authorities, including in the
UK, the US, the EU and elsewhere, on an ongoing and regular
basis, and in response to informal and formal inquiries or
investigations, regarding operational, systems and control
evaluations and issues including those related to compliance with
applicable laws and regulations, including consumer protection,
investment advice, business conduct, competition/anti-trust, VAT
recovery, anti-bribery, anti-money laundering and sanctions
regimes.
Any matter discussed or identified during such discussions and
inquiries may result in, amongst other things, further inquiry or
investigation, other action being taken by governmental and
regulatory authorities, increased costs being incurred by NWM
Group, remediation of systems and controls, public or private
censure, restriction of NWM Group’s business activities and/or
fines. Any of the events or circumstances mentioned in this
paragraph or below could have a material adverse effect on
NWM Group, its business, authorisations and licences, reputation,
results or operations or the price of securities issued by it, or lead
to material additional provisions being taken.
US investigations relating to fixed-income securities
In December 2021, NWM Plc pled guilty in the United States
District Court for the District of Connecticut to one count of wire
fraud and one count of securities fraud in connection with
historical spoofing conduct by former employees in US Treasuries
markets between January 2008 and May 2014 and, separately,
during approximately three months in 2018. The 2018 trading
occurred during the term of a non-prosecution agreement (NPA)
between NWMSI and the United States Attorney's Office for the
District of Connecticut (USAO CT), under which non-prosecution
was conditioned on NWMSI and affiliated companies not
engaging in criminal conduct during the term of the NPA. The
relevant trading in 2018 was conducted by two NWM traders in
Singapore and breached that NPA. The plea agreement reached
with the US Department of Justice (DOJ) and the USAO CT
resolved both the spoofing conduct and the breach of the NPA.
The DOJ and USAO CT paused the monitorship in May 2025
and, following a review, determined that a monitorship was no
longer necessary as a result of NWM’s notable progress in
strengthening its compliance programme, certain of NWM’s
remedial improvements, internal controls, and the status of
implementation of Monitor recommendations, and that reporting
by NWM to the DOJ and USAO CT on its continued compliance
programme progress provided an appropriate degree of
oversight. The court approved the agreement and extended
NWM’s obligations under the plea agreement and probation until
December 2026.
In the event that NWM Plc does not meet its obligations to the
DOJ, this may lead to adverse consequences such as increased
costs, findings that NWM Plc violated its probation term, and
possible re-sentencing, amongst other consequences. Other
material adverse collateral consequences may occur as a result
of this matter, as further described in the Risk Factor relating to
legal, regulatory and governmental actions and investigations set
out on pages 417 to 419 of the NatWest Group plc Annual
Report and Accounts 2025.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
142
26 Non-cash and other items
This note shows non-cash items adjusted for in the cash flow statement and movement in operating assets and liabilities.
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Impairment losses/(releases)
3
(8)
(2)
(7)
Depreciation and amortisation
12
10
6
3
Net impairment of investments in Group undertakings
-
-
(111)
30
Change in fair value taken to profit or loss on other financial assets
(1)
-
-
-
Change in fair value taken to profit or loss on other financial liabilities
       
and subordinated liabilities
27
(12)
38
(17)
Elimination of foreign exchange differences
(589)
560
(380)
325
Foreign exchange recycling losses
31
70
76
36
Other non-cash items
218
270
235
256
Income receivable on other financial assets
(972)
(1,029)
(922)
(927)
Loss/(profit) on sale of other financial assets
2
(1)
2
-
Dividends receivable from subsidiaries
-
-
(98)
(94)
Interest payable on MRELs and subordinated liabilities
309
291
308
283
Charges and releases of provisions
(32)
11
(38)
27
Defined benefit pension schemes
(9)
(19)
(9)
(19)
Non-cash and other items
(1,001)
143
(895)
(104)
Change in operating assets and liabilities
       
Change in trading assets
509
(5,397)
3,125
1,380
Change in derivatives assets
17,137
929
17,101
562
Change in settlement balances assets
1,400
5,184
59
1,618
Change in net loans to banks
(391)
(19)
(37)
(19)
Change in net loans to customers
(5,535)
(4,932)
(5,064)
(4,983)
Change in amounts due from holding company and fellow subsidiaries
(76)
655
(400)
969
Change in other financial assets
(47)
17
(50)
17
Change in other assets
(15)
33
(15)
33
Change in bank deposits
3,936
2,298
3,581
2,160
Change in customer deposits
2,321
(2,158)
474
(710)
Change in amounts due to holding company and fellow subsidiaries
(617)
(414)
(2,394)
(5,009)
Change in settlement balances liabilities
(797)
(4,912)
56
44
Change in trading liabilities
(5,664)
888
(4,214)
(3,948)
Change in derivatives liabilities
(18,059)
55
(17,850)
612
Change in other financial liabilities
4,183
7,674
3,773
7,305
Change in other liabilities
(16)
(127)
(9)
(82)
Change in operating assets and liabilities
(1,731)
(226)
(1,864)
(51)
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
143
27 Analysis of changes in financing during the year
 
NWM Group
 
Share capital, share
       
 
premium and
Subordinated
   
 
paid-in equity
liabilities
(1)
MREL instruments
(2)
 
2025
2024
2025
2024
2025
2024
 
£m
£m
£m
£m
£m
£m
At 1 January
3,842
3,250
1,384
1,296
4,358
3,070
Issued
600
592
-
918
978
1,680
Redeemed
(904)
-
-
(814)
(874)
(433)
Interest paid
   
(69)
(91)
(239)
(179)
Net cash flows from financing activities
(304)
592
(69)
13
(135)
1,068
Effects of foreign exchange
   
(66)
(12)
(153)
25
Changes in fair value
   
17
10
12
(22)
Interest payable
   
68
74
241
217
Other
-
-
3
3
-
-
At 31 December
3,538
3,842
1,337
1,384
4,323
4,358
 
NWM Plc
 
Share capital, share
       
 
premium and
Subordinated
   
 
paid-in equity
liabilities
(1)
MREL instruments
(2)
 
2025
2024
2025
2024
2025
2024
 
£m
£m
£m
£m
£m
£m
At 1 January
3,842
3,250
1,133
1,041
4,358
3,070
Issued
600
592
-
918
978
1,680
Redeemed
(904)
-
-
(814)
(874)
(433)
Interest paid
   
(67)
(82)
(239)
(179)
Net cash flows from financing activities
(304)
592
(67)
22
(135)
1,068
Effects of foreign exchange
   
(77)
(1)
(153)
25
Changes in fair value
   
28
5
12
(22)
Interest payable
   
67
66
241
217
At 31 December
3,538
3,842
1,084
1,133
4,323
4,358
(1)
Subordinated liabilities include intercompany subordinated liabilities.
(2)
MREL balances are included in amounts due to holding company and fellow subsidiaries.
28 Analysis of cash and cash equivalents
In the cash flow statement, cash and cash equivalents comprises cash, loans to banks and treasury bills with an original maturity of
less than three months that are readily convertible to known amounts of cash and subject to insignificant risk of change in value.
 
NWM Group
NWM Plc
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Cash and balances at central banks
16,023
16,229
9,357
11,069
Trading assets
(1)
4,685
6,885
2,246
3,220
Loans to banks including intragroup balances
949
1,422
1,519
1,981
Cash and cash equivalents
21,657
24,536
13,122
16,270
(1)
NWM Group includes cash collateral posted with bank counterparties in respect of derivative liabilities of £2,629 million (2024 - £3,658 million), and NWM Plc includes cash collateral
posted with bank counterparties in respect of derivative liabilities of £2,141 million (2024 - £2,825 million).
Certain members of NatWest Group are required by law or regulation to maintain balances with the central banks in the jurisdictions in
which they operate. NatWest Markets N.V. had mandatory reserve deposits with De Nederlandsche Bank N.V. of €100 million (2024 -
€95 million).
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
144
29 Directors' and key management remuneration
   
 
2025
2024
Directors' remuneration
£000
£000
Non-executive directors emoluments
367
391
Chairman and executive directors emoluments
2,669
2,774
 
3,036
3,165
Amounts receivable under LTIPs, share option and other plans
922
792
Total
3,958
3,957
The total emoluments and amounts receivable under long-term incentive plans and share option plans of the highest paid director
were £2,567,000 (2024 - £2,247,000).
The executive directors may participate in NatWest Group’s long-term incentive plans, executive share option and share save
schemes. Where directors of the Bank are also directors of NatWest Group, details of their share interests can be found in the 2025
Annual Report and Accounts of the NatWest Group, in line with regulations applying to NatWest Group as a premium listed company.
Compensation of key management
The aggregate remuneration of directors and other members of key management during the year was as follows:
   
 
2025
2024
 
£000
£000
Short term benefits
12,599
14,496
Post employment benefits
486
554
Share-based payments
5,615
4,943
 
18,700
19,993
Short term benefits include benefits expected to be settled wholly within twelve months of Balance Sheet date. Post-employment
benefits include defined benefit contributions for active members and pension funding to support contributions to the defined
contribution schemes. Share-based payments include awards vesting under rewards schemes.
30 Transactions with directors and key management
At 31 December 2025, amounts outstanding in relation to transactions, arrangements and agreements entered into by authorised
institutions in NatWest Group, as defined in UK legislation, were £nil in respect of loans to any director of the company at any time
during the financial period (2024 - £91,766).
For the purposes of IAS 24 Related party disclosures, key management comprises directors of the company and members of the
Executive Committee. Amounts in the table below are attributed to each person at their highest level of NatWest Group key
management.
   
 
2025
2024
 
£000
£000
Loans to customers - amortised cost
-
92
Customer deposits
-
817
Key management has banking relationships with NatWest Group entities which are entered into in the normal course of business and
on substantially the same terms, including interest rates and security, as for comparable transactions with other persons of a similar
standing or, where applicable, with other employees. These transactions did not involve more than the normal risk of repayment or
present other unfavourable features. Key management had no reportable transactions or balances with the holding company.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
145
31 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. At 31
December 2025 NWM Group held investment in associates
and joint ventures amounting to £3 million (2024 - £3 million).
(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.
Holding company and fellow subsidiaries
Transactions NWM Group enters with its holding company and fellow subsidiaries also meet the definition of related party transactions.
The table below discloses transactions between NWM Group and fellow subsidiaries of NatWest Group.
2025
2024
Holding company
Fellow subsidiaries
Total
Holding company
Fellow subsidiaries
Total
£m
£m
£m
£m
£m
£m
Interest receivable
1
3
4
1
7
8
Interest payable
(310)
(41)
(351)
(231)
(137)
(368)
Fees and commissions receivable
3
82
85
6
74
80
Fees and commissions payable
-
(55)
(55)
-
(49)
(49)
Other operating income
(1)
-
189
189
-
146
146
Other administration expenses
(2)
-
(641)
(641)
-
(541)
(541)
(306)
(463)
(769)
(224)
(500)
(724)
(1)
Other operating income relates to a profit share arrangement with fellow NatWest Group subsidiaries that rewards NWM Group on an arm’s length basis for its contribution to the
performance of the NatWest Group Commercial & Institutional business segment.
(2)
Includes internal service recharges of £641 million (2024 - £541 million).
Notes to the consolidated financial statements continued
31 Related parties continued
NWM Group
Annual Report and Accounts 2025
146
Amounts due from/to holding company and fellow subsidiaries are as below:
NWM Group
2025
2024
Holding
Fellow
Holding
Fellow
company
subsidiaries
Total
company
subsidiaries
Total
£m
£m
£m
£m
£m
£m
Assets
Trading assets
-
3
3
-
29
29
Loans to banks - amortised cost
-
200
200
-
242
242
Loans to customers - amortised cost
16
-
16
18
-
18
Other assets
-
68
68
-
54
54
Amounts due from holding company and fellow subsidiaries
16
271
287
18
325
343
Derivatives
(1)
219
203
422
616
322
938
Liabilities
Bank deposits - amortised cost
-
267
267
-
548
548
Customer deposits - amortised cost
-
42
42
-
43
43
Trading liabilities
192
88
280
561
52
613
Other financial liabilities - subordinated liabilities
1,066
-
1,066
1,115
-
1,115
MREL instruments issued to NatWest Group plc
4,323
-
4,323
4,358
-
4,358
Other liabilities
-
90
90
-
94
94
Amounts due to holding company and fellow subsidiaries
5,581
487
6,068
6,034
737
6,771
Derivatives
(1)
28
116
144
62
280
342
NWM Plc
2025
2024
Holding
Fellow
Holding
Fellow
company
subsidiaries
Subsidiaries
Total
company
Subsidiaries
subsidiaries
Total
£m
£m
£m
£m
£m
£m
£m
£m
Assets
Trading assets
-
3
1,513
1,516
-
29
1,051
1,080
Loans to banks - amortised cost
-
119
600
719
-
168
840
1,008
Loans to customers - amortised cost
-
-
1,013
1,013
-
-
830
830
Settlement balances
-
-
65
65
-
-
128
128
Other financial assets
-
-
206
206
-
-
210
210
Other assets
-
68
24
92
-
54
31
85
Amounts due from holding company and fellow subsidiaries
-
190
3,421
3,611
-
251
3,090
3,341
Derivatives
(1)
219
203
1,991
2,413
616
322
3,355
4,293
Liabilities
Bank deposits - amortised cost
-
267
367
634
-
549
166
715
Customer deposits - amortised cost
-
39
326
365
-
41
508
549
Trading liabilities
192
88
1,362
1,642
561
52
3,286
3,899
Settlement balances
-
-
146
146
-
-
14
14
Other financial liabilities - subordinated liabilities
1,050
15
-
1,065
1,115
-
-
1,115
MREL instruments issued to NatWest Group plc
4,323
-
-
4,323
4,358
-
-
4,358
Other liabilities
-
60
43
103
-
68
39
107
Amounts due to holding company and fellow subsidiaries
5,565
469
2,244
8,278
6,034
710
4,013
10,757
Derivatives
(1)
28
115
2,654
2,797
62
280
3,381
3,723
(1)
Intercompany derivatives are included within derivative classification on the balance sheet.
There was £323 million (2024 - £45 million) of NWM Group commitments and guarantees related to transactions with fellow group
companies.
Notes to the consolidated financial statements continued
NWM Group
Annual Report and Accounts 2025
147
32 Ultimate holding company
NWM Group’s ultimate holding company is NatWest Group plc which is incorporated in the United Kingdom and registered in Scotland.
As at 31 December 2025, NatWest Group plc heads the largest group in which NWM Group is consolidated. Copies of the consolidated
accounts may be obtained from Legal, Governance & Regulatory Affairs, NatWest Group plc, Gogarburn, PO Box 1000, Edinburgh
EH12 1HQ, the Registrar of Companies or at natwestgroup.com.
33 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
.
Notes to the financial statements continued
NWM Group
Annual Report and Accounts 2025
148
34 Related undertakings
Legal entities and activities at 31 December 2025
In accordance with the Companies Act 2006, NWM Plc’s related undertakings and the accounting treatment for each are listed below.
All undertakings are wholly owned by NWM Plc or subsidiaries of NWM Plc and are consolidated by reason of contractual control
(Section 1162(2) CA 2006), unless otherwise indicated. NWM Group interest refers to ordinary shares of equal values and voting rights
unless further analysis is provided in the notes. Activities are classified in accordance with Annex I to the Capital Requirements
Directive (“CRD V”) and the definitions in Article 4 of the UK Capital Requirements Regulation.
The following table details active related undertakings incorporated in the UK which are 100% owned by NWM Group and
fully consolidated for accounting purposes
Regulatory
Entity name
Activity
treatment
Notes
Care Homes 3 Ltd
BF
FC
2
Care Homes Holdings Ltd
BF
FC
2
Lombard Corporate Finance (11) Ltd
BF
FC
2
NatWest Markets Secretarial Services Ltd
SC
FC
2
NatWest Markets Secured Funding LLP
BF
FC
1
Price Productions Ltd
BF
FC
2
R.B. Equipment Leasing Ltd
BF
FC
2
R.B. Leasing Company Ltd
BF
FC
21
RBOS (UK) Ltd
BF
FC
2
Royal Bank Investments Ltd
BF
FC
21
Regulatory
Entity name
Activity
treatment
Notes
Royal Bank Ventures Investments Ltd
BF
FC
21
West Register (Property Investments) Ltd
BF
DE
21
West Register (Realisations) Ltd
INV
DE
21
West Register (Property Investments) Ltd
BF
DE
2
West Register (Realisations) Ltd
INV
DE
2
The following table details active related undertakings incorporated outside the UK which are 100% owned by NWM Group
and fully consolidated for accounting purposes
Regulatory
Entity name
Activity
treatment
Notes
Alcover A.G.
BF
DE
24
Atlas Nominees Ltd
OTH
FC
23
Candlelight Acquisition LLC
BF
FC
3
Coutts & Co Ltd
CI
FC
26
Coutts General Partner (Cayman) V Ltd
BF
FC
20
Financial Asset Securities Corp.
BF
FC
3
KEB Investors, L.P.
BF
FC
15
NatWest Markets Group Holdings Corporation
BF
FC
3
NatWest Markets N.V.
CI
FC
10
NatWest Markets Securities Inc.
INV
FC
3
NatWest Markets Securities Japan Ltd
INV
FC
22
NatWest Services Inc.
SC
FC
3
Random Properties Acquisition Corp. III
INV
FC
3
RBS Acceptance Inc.
BF
FC
3
Regulatory
Entity name
Activity
treatment
Notes
RBS Commercial Funding Inc.
BF
FC
3
RBS Employment (Guernsey) Ltd
SC
FC
19
RBS Financial Products Inc.
BF
FC
3
RBS Group (Australia) Pty Ltd
BF
FC
12
RBS Holdings III (Australia) Pty Ltd
BF
FC
12
RBS Holdings N.V.
BF
FC
10
RBS Holdings USA Inc.
BF
FC
3
RBS International Depositary Services S.A.
CI
FC
5
RBS Investments (Ireland) Ltd
BF
FC
16
RBS Netherlands Holdings B.V.
BF
FC
10
RBS Nominees (Hong Kong) Ltd
BF
FC
23
RBS Nominees (Ireland) Ltd
BF
FC
16
The following table details active related undertakings incorporated in the UK where NWM Group ownership is less than
100%
Accounting
Regulatory
Group
Entity name
Activity
treatment
treatment
%
Notes
Natwest Markets Secured Funding
(LM) Ltd
BF
FC
PC
20
8
RBS Sempra Commodities LLP
BF
FC
FC
51
21
The following table details active related undertakings incorporated outside the UK where NWM Group ownership is less
than 100%
Accounting
Regulatory
Group
Entity name
Activity
treatment
treatment
%
Notes
Eris Finance S.R.L.
BF
IA
PC
50
11
Lunar Funding VIII Ltd
BF
FC
DE
0
17
Lunar Luxembourg SA
BF
FC
DE
0
7
Lunar Luxembourg Series 2019- 01
BF
FC
DE
0
7
Lunar Luxembourg Series 2019- 04
BF
FC
DE
0
7
Lunar Luxembourg Series 2019- 05
BF
FC
DE
0
7
Lunar Luxembourg Series 2019- 06
BF
FC
DE
0
7
Lunar Luxembourg Series 2020- 01
BF
FC
DE
0
7
Lunar Luxembourg Series 2020- 02
BF
FC
DE
0
7
Lunar Luxembourg Series 2022- 01
BF
FC
DE
0
7
Lunar Luxembourg Series 2023- 01
BF
FC
DE
0
7
 
Accounting
Regulatory
Group
Entity name
Activity
treatment
treatment
%
Notes
Lunar Luxembourg Series 2023-02
BF
FC
DE
0
7
Lunar Luxembourg Series 2023-03
BF
FC
DE
0
7
Lunar Luxembourg Series 2024-01
BF
FC
DE
0
7
Lunar Luxembourg Series 2024-02
BF
FC
DE
0
7
Lunar Luxembourg Series 2024-03
BF
FC
DE
0
7
Lunar Luxembourg Series 2025-01
BF
FC
DE
0
7
Maja Finance S.R.L.
BF
FC
FC
0
25
Natwest Markets Secured Funding
DAC
BF
FC
FC
0
13
Solar Funding II Ltd
BF
FC
FC
0
18
Sparrow Capital Call 2024-1 Ltd
BF
FC
DE
0
6
Notes to the financial statements continued
34 Related undertakings continued
NWM Group
Annual Report and Accounts 2025
149
The following table details related undertakings that are not active (actively being dissolved)
Accounting
Regulatory
Group
Entity name
treatment
treatment
%
Notes
280 Bishopsgate Finance Ltd
FC
FC
100
2
Alternative Investment Fund B.V.
FC
FC
100
10
Care Homes 2 Ltd
FC
FC
100
14
 
Accounting
Regulatory
Group
Entity name
treatment
treatment
%
Notes
Priority Sites Ltd
FC
DE
100
14
RBS Property Developments Ltd
FC
FC
100
4
West Register (Hotels Number 3) Ltd
FC
DE
100
9
The following table details related undertakings that are dormant
Accounting
Regulatory
Group
 
Entity name
treatment
treatment
%
Notes
N.C. Head Office Nominees Ltd
FC
FC
100
21
Project & Export Finance (Nominees) Ltd
FC
FC
100
2
RBOS Nominees Ltd
FC
FC
100
2
Accounting
Regulatory
Group
Entity name
treatment
treatment
%
Notes
Sixty Seven Nominees Ltd
FC
FC
100
2
The Royal Bank Of Scotland (1727) Ltd
FC
FC
100
21
The following table details the overseas branches of NWM Group
Subsidiary
Geographic location
NatWest Markets N.V.
France, Germany, Italy, Sweden
Subsidiary
Geographic location
Germany, India, Japan, Singapore,
NatWest Markets Plc
United Arab Emirates
Key:
BF
Banking and financial institution
CI
Credit institution
INV
Investment (shares or property) holding company
SC
Service company
TR
Trustee
OTH
Other
DE
Deconsolidated
FC
Full consolidation
PC
Pro-rata consolidation
AHC
Associate held at cost
EAJV
Equity accounting – joint venture
IA
Investment accounting
NC
Not consolidated
Notes
Registered addresses
Country of incorporation
(1)
10th Floor, 5 Churchill Place, London, E14 5HU
UK
(2)
250 Bishopsgate, London, EC2M 4AA, England
UK
(3)
251 Little Falls Drive, Wilmington, DE, 19808, United States
USA
(4)
36 St Andrew Square, Edinburgh, EH2 2YB, Scotland
UK
(5)
40, Avenue J.F Kennedy, Kirchberg, Luxembourg,
L 1855
Luxembourg
(6)
44 Esplanade, St Helier, JE4 9WG
Jersey
(7)
46A, Avenue J.F Kennedy,L 1855
Luxembourg
(8)
5 Churchill Place, 10 Floor, London, E14 5HU, United Kingdom
UK
(9)
7 Castle Street, Edinburgh, EH2 3AH
UK
(10)
94, Claude Debussylaan, Amsterdam, 1082 MD, Netherlands
Netherlands
(11)
Alfieri V. 1, Conegliano, Italy
Italy
(12)
Ashurst Australia, Level 16, 80 Collins Street, South Tower, Melbourne, VIC, 3000, Australia
Australia
(13)
Block A Georges Quay Plaza, Georges Quay, Dublin 2, Dublin, Ireland
ROI
(14)
C/O Grant Thornton UK Advisory & Tax LLP, 11th Floor, Landmark, St Peter's Square, 1 Oxford Street, Manchester, M1
4PB
UK
(15)
Clarendon House, Two Church Street, Suite 104, Reid Street, Hamilton, HM 11, Bermuda
Bermuda
(16)
First Floor, Riverside Two, 43 - 49 Sir John Rogerson's Quay, Dublin 2, D02 KV60, Ireland
ROI
(17)
Grand Pavilion Commercial Centre, 802 West Bay Road, P.O. Box 31119, Cayman Islands
Cayman Islands
(18)
IFC5, St.Helier, Jersey, Channel Island JE1 1ST
Jersey
(19)
Les Echelons Court, Les Echelons, St Peter Port, GY1 1AR, Guernsey
Gurnsey
(20)
Maples Corporate Services Limited, P.O. Box 309, 121 South Church Street, George Town, Grand Cayman, KY1-1104,
Cayman Islands
Cayman Islands
(21)
RBS Gogarburn, 175 Glasgow Road, Edinburgh, EH12 1HQ, Scotland
UK
(22)
Room 1910, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong
Hong Kong
(23)
Room 1912, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong
Hong Kong
(24)
Tirolerweg 8, Zug, Switzerland, CH- 6300
Switzerland
(25)
Via Vittorio Alfieri 1, Conegliano TV, IT-TN 31015
Italy
(26)
Zaehringerstrasse 26, Zurich, CH-8021, Switzerland
Switzerland
Non-IFRS measures
NWM Group
Annual Report and Accounts 2025
150
NWM Group prepares its financial statements in accordance with
UK-adopted IAS, and IFRS, as issued by the 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.
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 expenses
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
Risk Factors
NWM Group
Annual Report and Accounts 2025
151
Principal Risks and Uncertainties
Set out below are certain risk factors that could have a material
adverse effect on NWM Group’s future results, its financial
condition, and/or prospects, and cause them to be materially
different from what is forecast or expected, and directly or
indirectly impact the value of its securities. These risk factors are
broadly categorised and should be read in conjunction with other
risk factors in this section and other parts of this annual report,
including the forward-looking statements section, the strategic
report and the risk and capital management section. They should
not be regarded as a complete and comprehensive statement of
all potential risks and uncertainties facing NWM Group.
Economic and political risk
NWM Group, its customers and its counterparties face
continued 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.
NWM Group is affected by global economic and market conditions
and is particularly exposed to those conditions in the UK.
Uncertain and volatile economic conditions in the UK or globally
can create a challenging operating environment for financial
services companies such as NWM Group. The outlook for the UK
and the global economy is affected by many dynamic factors
including: GDP, unemployment, inflation and interest rates, asset
prices (including residential and commercial property), energy
prices, monetary and fiscal policy (such as increases in bank
taxes), supply chain disruption, protectionist policies or trade
barriers (including tariffs).
Economic and market conditions could be exacerbated by a
number of factors including: instability in the UK and/or global
financial systems, market volatility and change, fluctuations in the
value of the pound sterling, new or extended economic sanctions,
volatility in commodity prices, political uncertainty or instability,
concerns regarding sovereign debt (including sovereign credit
ratings), any lack or perceived lack of creditworthiness of a
counterparty or borrower that may trigger market-wide liquidity
problems, changing demographics in the markets that NWM
Group and its customers serve, rapid changes to the economic
environment due to the adoption of technology, digitisation,
automation, artificial intelligence, or due to the consequences of
climate change, biodiversity loss, environmental degradation, and
widening social and economic inequalities.
NWM Group is also exposed to risks arising out of geopolitical
events or political developments that may hinder economic or
financial activity levels and may, directly or indirectly, impact UK,
regional or global trade and/or NWM Group’s customers and
counterparties. NWM Group’s business and performance could be
negatively affected by political, military or diplomatic events,
geopolitical tensions, armed conflict (for example, the Russia-
Ukraine conflict and Middle East conflicts), terrorist acts or threats
(including to critical infrastructures), more severe and frequent
extreme weather events, widespread public health crises, and the
responses to any of the above scenarios by various governments
and markets.
NWM Group may face political uncertainty in Scotland if there is
another Scottish independence referendum. Scottish
independence may adversely affect NWM Group plc both in
relation to its entities incorporated in Scotland and in other
jurisdictions.
Any changes to Scotland’s relationship with the UK or the EU may
adversely affect the environment in which NatWest Group plc and
its subsidiaries operate and may require further changes to
NatWest Group (including NWM Group’s structure), independently
or in conjunction with other mandatory or strategic structural and
organisational changes, any of which could adversely affect NWM
Group.
The value of NWM Group’s own and other securities may be
materially affected by market risk (including as a result of market
fluctuations). Market volatility, illiquid market conditions and
disruptions in the financial markets may make it very difficult to
value certain of NWM Group’s own and other securities,
particularly during periods of market displacement. This could
cause a decline in the value of NWM Group’s own and other
securities, or inaccurate carrying values for certain financial
instruments. Similarly, NWM Group trades a considerable amount
of financial instruments (including derivatives) and volatile market
conditions could result in a significant decline in NWM Group’s net
trading income or result in a trading loss.
In addition, financial markets are susceptible to severe events
evidenced by, or resulting in, rapid depreciation in asset values,
which may be accompanied by a reduction in asset liquidity.
Under these conditions, hedging and other risk management
strategies may not be as effective at mitigating losses as they
would be under more normal market conditions. Moreover, under
these conditions, market participants are particularly exposed to
trading strategies employed by many market participants
simultaneously (and often automatically) and on a large scale,
increasing NWM Group’s counterparty risk. NWM Group’s risk
management and monitoring processes seek to quantify and
mitigate NWM Group’s exposure to extreme market moves.
However, market events have historically been difficult to predict,
and NWM Group, its customers and its counterparties could
realise significant losses if severe market events were to occur.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
Fluctuations in currency exchange rates may adversely
affect NWM Group’s results and financial condition.
Decisions of central banks (including the Bank of England (‘BoE’),
the European Central Bank (‘ECB’), and the US Federal Reserve)
and political or market events which are outside NWM Group’s
control, may lead to unexpected fluctuations in currency
exchange rates. Although NWM Group is principally a UK-focused
banking group, it is subject to structural foreign exchange risk
from capital deployed in NWM Group and its foreign subsidiaries
and branches. NWM Group also issues instruments in non-sterling
currencies, such as USD, that assist in meeting NWM Group’s
regulatory requirements. In addition, NWM Group conducts
banking activity in non-sterling currencies (for example, loans,
deposits and dealing activity) which affect its revenue. NWM
Group also uses service providers based outside the UK for
certain services and as a result certain operating expenses are
subject to fluctuations in currency exchange rate. NWM Group
maintains policies and procedures designed to manage the impact
of its exposure to fluctuations in currency exchange rates.
Nevertheless, changes in currency exchange rates, particularly in
the sterling-US dollar and sterling-euro rates, may adversely
affect various accounting and financial metrics including the value
of assets, liabilities (including the total amount of instruments
eligible to contribute towards the minimum requirement for own
funds and eligible liabilities (‘MREL’)), income and expenses, RWAs
and hence the reported earnings and financial condition of NWM
Group.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
152
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
Changes in interest rates will continue to affect NWM
Group’s business and results.
NWM Group’s performance is affected by changes in interest
rates. Benchmark overnight interest rates, such as the UK base
rate, decreased in 2025. Forward rates imply UK short term
interest rates, including the UK base rate, will continue to decline
in 2026, while they anticipate longer term swap rates, such as the
GBP 5 and 10-year swap rates, will rise slightly across 2026.
Stable interest rates support more predictable income flow and
less volatility in asset and liability valuations, although persistently
low and negative interest rates may adversely affect NWM Group.
Further, volatility in interest rates may result in unexpected
outcomes both for interest income and asset and liability
valuations which may adversely affect NWM Group. For example,
decreases in key benchmark rates such as the UK base rate may
adversely affect NWM Group’s net interest margin, and
unexpected movements in spreads between key benchmark rates
such as sovereign and swap rates may, in turn, affect liquidity
portfolio valuations. In addition, unexpected sharp rises in rates
may also have negative impacts on some asset and derivative
valuations.
Moreover, customer and investor responses to rapid changes in
interest rates can have an adverse effect on NWM Group. For
example, customers may make deposit choices that provide them
with higher returns than those being offered by NWM Group.
Alternatively, NWM Group may not respond with competitive
products as rapidly, for example following an interest rate change
which may in turn decrease NWM Group’s net interest income.
Movements in interest rates also influence and reflect the
macroeconomic situation more broadly, affecting factors such as
business and consumer confidence, property prices, default rates
on loans, customer behaviour (which may adversely impact the
effectiveness of NWM Group’s hedging strategy), and other
indicators that may indirectly affect NWM Group.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
Business change and execution risk
NWM Group has been in a period of, and may continue to be
subject to, significant structural and other change.
As part of NatWest Group’s strategy (including the strategic
priorities of disciplined growth, leveraging simplification and active
balance sheet and risk management), NWM Group’s own strategy
has evolved to mostly focus on serving NatWest Group’s
corporate and institutional customer base via the creation of
NatWest Group’s C&I business segment. NatWest Group plc
reports NWM Group’s results under the C&I operating segment
structure, although NWM Plc continues to also report on a
standalone legal entity basis.
The C&I business segment was created to promote closer
operational and strategic alignment to support NatWest Group
growth, with more integrated services to customers across
NatWest Group entities, within and outside the ring-fenced banks
with the potential increased risk of breach of the UK ring-fencing
regime requiring effective conflicts of interest policies. As a result
of further focusing on NatWest Group’s core C&I customers, NWM
Group’s prospects have become further dependent on the
success and strategy of NatWest Group and its C&I business
segment in particular.
NWM Group’s ability to serve its customers may be adversely
affected by the execution of NatWest Group’s strategy in respect
of its C&I business segment and customer reactions to the
changing nature of NWM Group’s business model may be more
adverse than expected. Previously anticipated revenue and
profitability levels may not be achieved (including in relation to: the
ability to support customer transactions whilst meeting NWM
Group capital targets, and changes to the availability of risk
capital), in the timescales envisaged or at all. An adverse
macroeconomic environment, political and regulatory uncertainty,
market volatility and change, strong market competition, the
emergence of digital assets and digital currencies operating
alongside the traditional monetary system, and/or the complexity
of deployment and integration of artificial intelligence in NWM
Group’s processes, controls, and products may require NWM
Group to make adjustments to its strategy or planned
implementation timeline.
NWM Group’s strategy requires it to focus on bank-wide
simplification, a significant proportion of which is dependent on
simplification of its IT systems and therefore may not be realised if
IT capabilities are not delivered in line with assumptions. The scale
of changes that have been concurrently implemented require the
implementation and application of robust governance and controls
frameworks and robust IT systems. There is a risk that NWM
Group may not be successful in maintaining such governance and
control frameworks and IT systems.
The financial, operational and capital targets and expectations
envisaged by NWM’s strategy may not be met or maintained in
the timeframes expected or at all. In addition, targets and
expectations for NWM Group are based on management plans,
projections and models, and are subject to a number of key
assumptions and judgements, any of which may prove to be
inaccurate. NWM Group has implemented a shared services
model and transfer pricing arrangements with some entities within
NatWest Group’s ring-fenced sub-group (including NatWest Bank
Plc and The Royal Bank of Scotland Plc). NWM Group therefore
relies directly or indirectly on NatWest Group entities to provide
services to itself and its customers. This reliance has increased as
a result of NWM Group joining NatWest Group’s C&I business
segment.
A failure of NWM Group to receive these services may result in
operational risk. See ‘Operational risks (including reliance on third
party suppliers and outsourcing of certain activities) are inherent
in NWM Group’s businesses.’ In addition, any change to the cost
and/or scope of services provided by NatWest Group may impact
NWM Group’s competitive position and its ability to meet its other
targets.
NWM’s strategy entails legal, execution, operational and
regulatory (including compliance with the UK ring-fencing regime),
conflicts, IT system, cybersecurity, culture, people, conduct,
business and financial risks to NWM Group. As a result, NWM
Group may not be able to successfully implement some or all
aspects of its strategy or may not meet any or all of the related
strategic targets or expectations.
Additionally, certain aspects of the services provided by NWM
Group require local licences or individual equivalence decisions
(temporary or otherwise) by relevant regulators. In April 2024, the
European Parliament approved the Banking Package (CRR III/CRD
VI). From 11 January 2027, non-EU firms providing ‘banking
services’ will be required to apply for and obtain authorisation to
operate as third country branches in each relevant EU member
state where they provide these services, unless an exemption
applies.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
153
NatWest Group continues to evaluate its EU operating model,
making adaptations as necessary. For instance, in December
2024, NWM N.V., a subsidiary of NWM Group, became the
primary corporate and institutional customer-facing entity of the
NatWest Group in Europe.
Changes to, or uncertainty regarding NWM Group’s EU operating
model have been, and may continue to be, costly and may: (i)
adversely affect customers and counterparties who are
dependent on trading with the EU or personnel from the EU;
and/or (ii) result in regulatory sanction and/or further costs due to
a failure to receive the required regulatory permissions and/or
further changes to NWM Group’s business operations, product
offering, customer engagement, and regulatory requirements
(including as a result of CRD VI). These changes will also impact
NWM Plc’s direct access to euro ECB liquidity facilities and euro
central bank reserves.
Furthermore, transferring business to an EEA based subsidiary,
including in connection with NatWest Group’s EU corporate
portfolio, is a complex exercise and involves legal, regulatory and
execution risks, and could result in a loss of business and/or
customers or higher than anticipated costs (refer to ‘The transfer
of NatWest Group’s EU corporate portfolio involves certain risks.’).
Any of the above could, in turn, adversely affect NWM Group.
As a result of RBS Holdings N.V. and its subsidiary NWM N.V.
(both subsidiaries of NWM Group) being classified as a “significant
supervised group”, ECB direct supervision of both subsidiaries
began on 1 January 2024, which could have an adverse effect on
NWM Group’s business strategy, operating model and prudential
requirements in the short and medium term.
Each of these risks, and others identified in this section entitled
‘Principal Risks and Uncertainties’, could jeopardise the
implementation and delivery of NWM Group’s strategy individually
or collectively, and adversely affect NWM Group’s products and
services offering or office locations, competitive position, ability to
meet targets and commitments, reputation with customers or
business model and may result in higher-than-expected costs.
There is a risk that the intended benefits of NatWest Group’s and
NWM Group’s strategies may not be realised in the timelines or in
the manner contemplated, or at all. Various aspects of NWM
Group’s strategy may not be successful, may not be completed as
planned, or at all, or could be phased or could progress in a
manner other than as expected. This could lead to additional
management actions by NatWest Group (or NWM Group),
regulatory action or reduced liquidity and/or funding opportunities.
Any of the above may lead to NWM Group not being viable,
competitive, or profitable, and may have a material adverse effect
on NWM Group’s future results, financial condition, prospects,
and/or reputation.
NWM Group operates in markets that are highly competitive,
with competitive pressures and technology disruption.
NatWest Group (including NWM Group) faces increasing
competitive pressures and technology disruption from incumbent
traditional UK banks, challenger banks and building societies
(including those formed through mergers), fintech companies
(including companies offering buy-now-pay-later and payment
platforms), large technology conglomerates and new market
entrants leveraging technology and/or other advantages to
compete for customer engagement.
“BigTech” companies pose a threat to incumbent banking
providers because of their customer innovation and global reach.
In addition, digital-first banks (often referred to as “neobanks”)
and fintechs are aiming to compete to serve customers that
increasingly use a constellation of providers to support their
complex and evolving needs (e.g., personal financial management,
buy now and pay later, and paying for goods and services in
foreign currency).
Competition is expected to continue and intensify due to: evolving
customer behaviour, technological changes (including digital
currencies, stablecoins and the growth of digital banking),
competitor behaviour, new market entrants, competitive foreign
exchange offerings, industry trends resulting in increased
disaggregation or unbundling of financial services or, conversely,
the re-intermediation of traditional banking services, and the
impact of regulatory actions, among others. In particular, NWM
Group may be unable to grow or retain market share due to new
(or more competitive) banking, lending and payment offerings by
rapidly evolving incumbents and challengers (including private
credit, shadow banks, alternative or direct lenders and new
entrants). These competitive pressures may result in a shift in
customer behaviour and impact NWM Group’s revenues and
profitability. Moreover, innovations in biometrics, artificial
intelligence, automation, cloud services, blockchain,
cryptocurrencies and quantum computing may rapidly facilitate
industry transformation.
Increasingly, many of NWM Group’s products and services are,
and will become, more technology intensive, including through
digitalisation, automation and the use of artificial intelligence while
needing to continue complying with applicable and evolving
regulations. NWM Group’s ability to develop or acquire digital
solutions and their integration into NWM Group’s structures,
systems and controls has become increasingly important for
retaining and growing NWM Group’s market share and customer-
facing businesses.
NWM Group’s innovation strategy (which includes investments in
its IT capability intended to improve its core infrastructure and
customer interface capabilities as well as investments and
strategic partnerships with third party technology providers) may
not be successful or may not result in NWM Group offering
innovative products and services in the future. Furthermore,
competitors may outperform NWM Group in deploying
technologies to deliver products or services to customers, which
may adversely affect NWM Group’s competitive position. In
addition, continued industry consolidation and/or technological
developments could result in the emergence of new competitors
or strengthening NWM Group’s current competitors, including in
their ability to offer a broader and more attractive or better value
range of products and services and geographic diversity. For
example, new market entrants, including non-traditional financial
services providers, such as technology conglomerates, may
benefit from scale, technology and customer engagement
advantages and may be able to deliver financial services at a
lower cost base.
Failure to offer competitive, attractive, innovative, and profitable
products that are also released in a timely manner, may result in
lost market share, losses on some or all of NWM Group’s
initiatives and missed growth opportunities. For example, NWM
Group is investing in the automation of certain solutions and
interactions within its customer-facing businesses, including
through artificial intelligence. There can be no certainty that such
initiatives will allow NWM Group to compete effectively or will
deliver the expected cost savings for NWM Group.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
154
In addition, the implementation of NatWest Group’s strategy,
delivery on its climate ambition and cost-controlling measures,
may also have an adverse effect on competitiveness and returns.
Moreover, activist investor engagement and increased
intervention may challenge NatWest Group’s (and NWM Group’s)
strategic initiatives.
NWM Group may also fail to identify opportunities or derive
benefits from technological innovation, shifting customer
behaviour or regulatory changes. Competitors may better attract
and retain customers and key employees, operate more effective
IT systems, and have access to lower cost funding and/or be able
to attract deposits or provide investment-banking services on
more favourable terms than NWM Group. Although NWM Group
invests in new technologies and participates in industry and
research-led technology development initiatives, such investments
may be insufficient or ineffective, especially given NWM Group’s
focus on business simplification and cost efficiencies. This could
affect NWM Group’s ability to offer innovative products or
technologies to customers.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
The transfer of NatWest Group’s EU corporate portfolio
involves certain risks.
To improve efficiencies and best serve customers, certain assets,
liabilities, transactions and activities of NatWest Group (including
its Western European corporate portfolio principally consisting of
term funding and revolving credit facilities) (the ‘Transfer
Business’), have been or may be: (i) transferred from the ring-
fenced subgroup of NatWest Group to NWM Group, and/or (ii)
transferred to the ring-fenced subgroup of NatWest Group from
NWM Group, subject to customer and regulatory requirements,
such as CRD VI. The timing, success and quantum of any of these
transfers remain uncertain as is the impact of these transactions
on its results of operations.
As a result, this may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
Financial resilience risk
NWM Group may not achieve its ambitions or targets, meet
its guidance, generate returns, or implement its strategy
effectively.
NWM Group has set a number of financial, capital and operational
targets and provided guidance including in respect of: CET1,
MREL and leverage ratio targets, targets in relation to local
regulation, funding plans and requirements, employee
engagement, diversity and inclusion as well as it contributes to
NatWest Group’s climate and sustainability-related ambitions,
targets and commitment and the implementation of NatWest
Group’s climate transition plan.
NWM Group’s ability to meet its ambitions, targets, guidance, and
make discretionary capital distributions is subject to various
internal and external factors, risks and uncertainties. These
include but are not limited to: UK and global macroeconomic,
political, market and regulatory uncertainties, customer behaviour,
operational risks and risks relating to NWM Group’s business
model and strategy (including risks associated with climate and
other sustainability-related issues). Refer to ‘NWM Group, its
customers and its counterparties face continued 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.’
A number of factors may impact NWM Plc and NWM N.V.’s
abilities to meet and maintain their respective CET1 ratio targets,
including the macroeconomic environment, impairments, the
extent of organic capital generation and the receipt and payment
of dividends. Refer to ‘NWM Plc and/or its regulated subsidiaries
may not meet the prudential regulatory requirements for
regulatory capital.’ Furthermore, the focus on maintaining a
disciplined cost base may result in limited investment in other
areas which could affect NWM Group’s long-term product offering
or competitive position and its ability to meet its other targets,
including those related to customer satisfaction. In addition,
challenging trading conditions may adversely affect NWM Group’s
business and its ability to achieve its targets, meet its guidance,
and execute its strategy. Furthermore, NWM Group’s strategy
may not be successfully executed or it may not meet its
ambitions, targets, guidance and expectations.
Any of the above may lead to NWM Group not being a viable,
competitive or profitable banking business and may have a
material adverse effect on NWM Group’s future results, financial
condition, prospects, and/or reputation.
NWM Plc and/or its regulated subsidiaries may not meet the
prudential regulatory requirements for regulatory capital.
NWM Group is required by regulators in the UK, the EU and other
jurisdictions in which it undertakes regulated activities to maintain
adequate financial resources. Adequate capital provides NWM
Group with financial flexibility in the face of turbulence and
uncertainty in the global economy and specifically in its core UK
operations.
NWM Plc’s and NWM N.V.’s target CET1 ratios are based on
regulatory requirements and management actions (see the
targets set forth in each respective entity’s Outlook section) that
rely on internal modelling and risk appetite (including under
stress). As at 31 December 2025, NWM Plc’s solo CET1 ratio was
18.4 % and its CET1 target ratio for the medium term is around
14%. NWM Plc’s current capital strategy is based on the
management of RWAs and other capital management initiatives
(including the optimisation of RWAs and the periodic payment of
dividends to NatWest Group plc, NWM Plc’s parent company).
A number of factors may impact NWM Plc and NWM N.V.’s ability
to maintain their CET1 ratio target and achieve their capital
strategy. These include:
a depletion of NWM Plc or NWM N.V.’s capital resources
through reduced profits (which would in turn impact retained
earnings) and may result from revenue attrition or increased
liabilities, sustained periods of low interest rates, reduced
asset values resulting in write-downs or reserve adjustments,
impairments, changes in accounting policy, accounting
charges or foreign exchange movements;
an increase in the quantum of NWM Plc’s or NWM N.V.’s
RWAs, stemming from exceeding target RWA levels,
regulatory changes (including their interpretation or
application), foreign exchange movements or a failure in
internal controls or procedures to accurately measure and
report RWAs/leverage exposure.;
changes in prudential regulatory requirements including the
Total Capital Requirement for NWM Plc (as regulated by the
PRA) or NWM N.V. (as regulated by the ECB), including Pillar 2
requirements and regulatory buffers as well as any applicable
scalars;
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
155
further losses (including as a result of extreme one-off
incidents such as cyberattack, fraud or conduct issues) would
deplete capital resources and place downward pressure on
the CET1 ratio; or
the timing of planned liquidation, disposal and/or capital
releases of capital including on activity or legacy entities
owned by NWM Plc and NWM N.V. Refer to ‘NWM Group has
been in a period of, and may continue to be subject to,
significant structural and other change.’
Management actions taken under a stress scenario may affect,
among other things, NWM Group’s product offering, its credit
ratings, its ability to operate its businesses and pursue its
strategy, any of which may negatively impact investor confidence,
and the value of NWM Group’s securities. Refer to ‘NWM Plc
and/or its regulated subsidiaries may not manage their capital,
liquidity or funding effectively which could trigger the execution of
certain management actions or recovery options,’ ‘NatWest
Group (including NWM Group) may become subject to the
application of UK statutory stabilisation or resolution powers
which may result in, for example, the write-down or conversion of
NWM Group entities’ Eligible Liabilities’, and ‘NWM Group could be
adversely affected if NatWest Group fails to meet the
requirements of regulatory stress tests, or if NatWest Group’s
resolution preparations are deemed inadequate.’
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group is reliant on access to the capital markets to
meet its funding requirements, both directly through
wholesale markets, and indirectly through its parent
(NatWest Group plc) for the subscription to its internal
capital and MREL. The inability to do so may adversely
affect NWM Group.
NWM Plc’s funding plan are based on its current and anticipated
business activities. NWM Group (which includes NWM N.V.)
therefore has significant anticipated funding requirements, which
may increase in the future (including as a result of changes to
NatWest Group’s and NWM Group’s EU operating model), and is
reliant on frequent access to the capital markets for funding, at a
cost that can be passed through to its customers. This access
entails execution risk, regulatory risk, risk of reduced commercial
activity, risk of loss of market confidence in NWM Group if it
cannot finance its activities and risk of a ratings downgrade,
which could be influenced by a number of internal or external
factors, including, those summarised in these risk factors.
In addition, NWM Plc receives capital and funding from NatWest
Group plc. NWM Plc has set target levels for different tiers of
capital and for the internal MREL, as percentages of its RWAs.
The level of capital and funding required for NWM Plc to meet its
internal targets is therefore a function of the level of RWAs and its
leverage exposure in NWM Plc and this may vary over time. NWM
Plc’s internal MREL comprises the regulatory value of capital
instruments and loss-absorbing senior funding issued by NWM Plc
to its parent, NatWest Group plc, in all cases with a residual
maturity of at least one year.
The BoE has identified that the preferred resolution strategy for
NatWest Group is as a single point-of-entry. As a result, NatWest
Group plc is the only entity able to issue Group MREL eligible
liabilities to third-party investors, using the proceeds to fund the
internal capital and MREL targets and/or requirements of its
operating entities, including NWM Plc.
NWM Plc is therefore dependent not only on NatWest Group plc
to fund its internal capital targets, but also on NatWest Group
plc’s ability to source appropriate funding. NWM Plc is also
dependent on NatWest Group plc to continue to fund NWM Plc’s
internal MREL targets over time and its ability to issue and
maintain sufficient amounts of external MREL liabilities to support
this. In turn, NWM Plc is required to fund the internal capital
requirements and MREL of its subsidiaries. If NatWest Group plc is
unable to issue securities externally as planned, this may have a
negative impact on NWM Plc’s current and forecasted MREL
position, particularly if NatWest Group plc is unable to
downstream capital and/or funding to NWM Plc. This could
exacerbate funding and liquidity risk, which may adversely affect
NWM Group.
Any inability of NWM Group to adequately access the capital
markets, to manage its balance sheet in line with assumptions in
its funding plans, or to issue internal capital and MREL may
adversely affect NWM Group, such that NWM Group may not
constitute a viable banking business and/or NWM Plc or NWM
N.V. may fail to meet their respective regulatory capital and/or
MREL targets, as applicable.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group may not meet the prudential regulatory
requirements for liquidity and funding or may not be able to
adequately access sources of liquidity and funding, which
could trigger the execution of certain management actions
or recovery options.
Liquidity and the ability to raise funds continues to be a key area
of focus for NWM Group and the industry as a whole. NatWest
Group and NWM Plc (on a standalone basis) are required by
regulators in the UK, the EU and other jurisdictions in which they
undertake regulated activities to maintain adequate liquidity and
funding resources. To satisfy its liquidity and funding
requirements, NWM Group may therefore access sources of
liquidity and funding through deposits and wholesale funding,
including debt capital markets and trading liabilities such as
repurchase agreements. As at 31 December 2025, NWM Group
held £15.7 billion in deposits from banks and customers.
The level of deposits and wholesale funding may fluctuate due to
factors outside NWM Group’s control. These factors include: loss
of customers, changes in customer behaviour, loss of customer
and/or investor confidence (including in individual NWM Group
entities or the UK banking sector or the banking sector as a
whole), macroeconomic developments, political uncertainty,
changes in interest rates, market volatility, increasing competitive
pressures for bank funding (including from new entrants, fintech
companies, or new deposit offerings (such as digital assets), or the
reduction or cessation of deposits and other funding by
counterparties, any of which could lead to result in a significant
outflow of deposits or reduction in wholesale funding in sterling or
in foreign currencies within a short period of time, higher funding
costs and failure to comply with regulatory capital, funding and
leverage requirements. As a result, NWM Plc and its subsidiaries
could be required to change their funding plans and/or their
funding operations. For example, impairments or other losses as
well as increases to capital deductions may result in a decrease to
NWM Plc’s capital base, and/or that of its subsidiaries.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
156
Refer to ‘NWM Group has significant exposure to counterparty
and borrower risk including credit losses, which may have an
adverse effect on NWM Group’. An inability to grow, roll-over, or
any material decrease in, NWM Group’s deposits, short-term
wholesale funding and short-term liability financing could,
particularly if accompanied by one of the other factors described
above, adversely affect NWM Group.
NWM Group engages from time to time in ‘fee based borrow’
transactions whereby collateral (such as government bonds) is
borrowed from counterparties on an unsecured basis in return for
a fee. This borrowed collateral may be used by NWM Group to
finance parts of its balance sheet, either in its repo financing
business, derivatives portfolio or more generally across its balance
sheet. If such ‘fee based borrow’ transactions are unwound whilst
used to support the financing of parts of NWM Group’s balance
sheet, then unsecured funding from other sources would be
required to replace such financing. There is a risk that NWM
Group would be unable to replace such financing on acceptable
terms or at all, which could adversely affect its liquidity position
and have an adverse effect on NWM Group. In addition, because
‘fee based borrow’ transactions are conducted off-balance sheet
(due to the collateral being borrowed) investors may find it more
difficult to gauge NWM Group’s creditworthiness, which may be
affected if these transactions were to be unwound in a stress
scenario. Any lack of or perceived lack of creditworthiness may
adversely affect NWM Group
.
As at 31 December 2025, NWM Plc reported an average liquidity
coverage ratio of 198% for the preceding 12 months. If its liquidity
position and/or funding were to come under stress and if NWM
Group is unable to raise funds through deposits, wholesale funding
sources or other reliable funding sources, on acceptable terms, or
at all, its liquidity position would likely be adversely affected. This
would mean that NWM Group might be unable to: meet deposit
withdrawals on demand or at their contractual maturity, repay
borrowings as they mature, meet its obligations under committed
financing facilities, comply with regulatory funding requirements,
undertake certain capital and/or debt management activities, or
fund new loans, investments and businesses.
If, under a stress scenario, the level of liquidity falls outside of
NWM Group’s risk appetite, there are a range of recovery
management actions that NWM Group could take to manage its
liquidity levels, but any such actions may not be sufficient to
restore adequate liquidity levels, and the related implementation
may have adverse consequences for NWM Group. Under the PRA
Rulebook, NatWest Group must maintain a recovery plan
acceptable to its regulator, such that a breach of NWM Group’s
applicable liquidity requirements would trigger consideration of
NWM Plc’s recovery actions, and in turn may prompt
consideration and execution of NatWest Group’s recovery plan, to
attempt to remediate a deficient liquidity position.
NWM Group may need to liquidate assets to meet its liabilities,
including disposals of assets not previously identified for disposal
to reduce its funding or payment commitments or trigger the
execution of certain management actions or recovery options.
This could also lead to higher funding costs and/or changes to
NWM Group’s funding plans or its operations. In a time of reduced
market liquidity or market stress, NWM Group may be unable to
sell some of its assets or may need to sell assets at depressed
prices, which in either case may adversely affect NWM Group.
NWM Group entities independently manage liquidity risk on a
stand-alone basis, including through holding their own liquidity
portfolios. They have restricted access to liquidity or funding from
other NatWest Group entities.
NWM Group entities’ management of their own liquidity portfolios
and the structure of capital support are subject to operational and
execution risk. Continuing market volatility may impact capital
and RWAs and NWM Group and its subsidiaries may be required
to adapt their funding plans or change their operations in order to
satisfy their respective capital and funding requirements, which
may have a negative impact on NWM Group. Market volatility
may also result in increases to leverage exposure.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Plc and/or its regulated subsidiaries may not manage
their capital, liquidity or funding effectively which could
trigger the execution of certain management actions or
recovery options.
Under the PRA Rulebook, NatWest Group must maintain a
recovery plan acceptable to its regulator, such that a breach of
NWM Plc’s applicable capital or leverage, liquidity or funding
requirements would trigger consideration of NWM Plc’s recovery
actions, and in turn may prompt consideration and execution of
NatWest Group’s recovery actions. If, under stressed conditions,
the liquidity, capital or leverage ratio were to decline, there are a
range of recovery management actions (focused on risk reduction
and mitigation) that NWM Plc could undertake that may or may
not be sufficient to restore adequate liquidity, capital and leverage
ratios. Additional management options relating to existing capital
issuances, asset or business disposals, capital payments and
dividends from NWM Plc to its parent, could also be undertaken to
support NWM Plc’s capital and leverage requirements. NatWest
Group may also address a shortage of capital in NWM Plc by
providing parental support to NWM Plc. NatWest Group’s (and
NWM Plc’s) regulator may also request that NWM Group carry
out additional capital management actions. The BoE has identified
single point-of-entry at NatWest Group plc, as the preferred
resolution strategy for NatWest Group. However, under certain
conditions set forth in the BRRD, as implemented in the UK
through the Banking Act 2009, the BoE in its capacity as the UK
resolution authority also has the power to execute the ‘bail-in’ of
certain securities of NWM Group without further action at
NatWest Group level.
Any capital management actions taken under a stress scenario
may, in turn, affect: NWM Group’s product offering, credit ratings,
ability to operate its businesses and pursue its strategy as well as
negatively impacting investor confidence and the value of NWM
Group’s securities. Refer to ‘NatWest Group (including NWM
Group) may become subject to the application of UK statutory
stabilisation or resolution powers which may result in, for
example, the write-down or conversion of NWM Group entities’
Eligible Liabilities.’ In addition, if NWM Plc or NWM N.V.’s liquidity
position were to be adversely affected, this may require assets to
be liquidated or may result in higher funding costs, which may
adversely affect NWM Group’s operating performance.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
157
Any reduction in the credit rating and/or outlooks assigned
to NatWest Group plc, any of its subsidiaries (including NWM
Plc or NWM Group subsidiaries) or any of their respective
debt securities could adversely affect the availability of
funding for NWM Group, reduce NWM Group’s liquidity and
funding position and increase the cost of funding.
Rating agencies regularly review NatWest Group plc, NWM Plc
and other NatWest Group entities’ credit ratings and outlooks.
NWM Group entities’ credit ratings and outlooks, could be
negatively affected (directly and indirectly) by a number of factors
that can change over time, including, without limitation: credit
rating agencies’ assessment of NWM Group’s strategy and
management’s capability; its financial condition including in
respect of profitability, asset quality, capital, funding and liquidity,
and risk management practices; the level of political support for
the sectors and regions in which NWM Group operates; the legal
and regulatory frameworks applicable to NWM Group’s legal
structure; business activities and the rights of its creditors;
changes in rating methodologies; changes in the relative size of
the loss-absorbing buffers protecting bondholders and depositors;
the competitive environment; political, geopolitical and economic
conditions in NWM Group’s key markets (including inflation and
interest rates, supply chain disruption, protectionist policies and
geopolitical developments); any reduction of the UK’s sovereign
credit rating and market uncertainty. In addition, credit rating
agencies take into consideration sustainability-related factors,
including climate, environmental, social and governance-related
risk, as part of the credit rating analysis (as do investors in their
investment decisions).
Any reductions in the credit rating of NatWest Group plc, NWM
Plc or of certain other NatWest Group entities could have adverse
consequences including, without limitation, (i) reduced access to
capital markets; ((ii) a reduction in NWM Group’s deposit base;
and (iii) triggering additional collateral or other requirements in
NWM Group’s funding arrangements or the need to amend such
arrangements. Any of these consequences could adversely affect
NWM Group’s liquidity and funding position, cost of funding, and
could limit the range of counterparties willing to enter into
transactions with NWM Group on favourable terms, or at all. This
may in turn adversely affect NWM Group’s competitive position
and threaten its prospects.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group has significant exposure to counterparty and
borrower risk including credit losses, which may have an
adverse effect on NWM Group.
Credit risk may arise from a variety of business activities,
including, but not limited to: extending credit to customers
through various lending commitments; entering into swap or other
derivative contracts under which counterparties have obligations
to make payments to NWM Group (including uncollateralised
derivatives); providing short or long-term funding that is secured
by physical or financial collateral whose value may at times be
insufficient to fully cover the loan repayment amount; posting
margin and/or collateral and other commitments to clearing
houses, clearing agencies, exchanges, banks, securities firms and
other financial counterparties; and investing and trading in
securities and loan pools, whereby the value of these assets may
fluctuate based on realised or expected defaults on the underlying
obligations or loans. Any negative developments in the activities
listed above may negatively impact NWM Group’s customers and
credit exposures, which may, in turn, adversely affect NWM
Group’s profitability. Refer to ‘Risk and capital management —
Credit Risk’.
NWM N.V., a subsidiary of NWM Plc, has a portfolio of loans and
loan commitments to EU corporate customers. As a result,
through the NWM N.V. business and NWM Group’s other
activities, NWM Group has exposure to many different sectors,
customers and counterparties, and risks arising from actual or
perceived changes in credit quality and the recoverability of
monies due from borrowers and other counterparties are inherent
in a wide range of NWM Group’s businesses. These risks may be
concentrated for those businesses for which customer income is
heavily weighted towards a specific geographic region, industry or
customer base. Furthermore, these risks are likely to increase due
to a potential transfer of NatWest Group’s Transfer Business (see
‘The transfer of NatWest Group’s EU corporate portfolio involves
certain risks’)
.
The credit quality of NWM Group’s borrowers and other
counterparties may be affected by UK and global macroeconomic
and political uncertainties, as well as prevailing economic and
market conditions. Refer to ‘NWM Group, its customers and its
counterparties face continued 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’. Any further deterioration
in these conditions or changes to legal or regulatory landscapes
could worsen borrower and counterparty credit quality or impact
the enforcement of contractual rights, increasing credit risk.
NWM Group is exposed to the financial sector, including sovereign
debt securities, financial institutions, financial intermediation
providers (including providing facilities to financial sponsors and
funds, backed by assets or investor commitments) and securitised
products (typically senior lending to special purpose vehicles
backed by pools of segregated financial assets). Concerns about,
or a default by, a financial institution or intermediary could lead to
significant liquidity problems and losses or defaults by other
financial institutions or intermediaries, since the commercial and
financial soundness of many financial institutions and
intermediaries is closely related and interdependent as a result of
credit, trading, clearing and other relationships. These risks may
increase where a significant proportion of NWM Group’s business
activities relate to a single counterparty, a related and/or
connected group of counterparties or a similar type of customer,
product, sector or geography. Any perceived lack of
creditworthiness of a counterparty or borrower may lead to
market-wide liquidity problems and losses for NWM Group. In
addition, the value of collateral may be correlated with the
probability of default by the relevant counterparty (‘wrong way
risk’), which would increase NWM Group’s potential loss. Any of
the above risks may also adversely affect financial intermediaries,
such as clearing agencies, clearing houses, banks, securities firms
and exchanges with which NWM Group interacts on a regular
basis. Refer to ‘NWM Group is reliant on access to the capital
markets to meet its funding requirements, both directly through
wholesale markets, and indirectly through its parent (NatWest
Group plc) for the subscription to its internal capital and MREL.
The inability to do so may adversely affect NWM Group.’ and
‘NWM Group may not meet the prudential regulatory
requirements for liquidity and funding or may not be able to
adequately access sources of liquidity and funding, which could
trigger the execution of certain management actions or recovery
options.’ As a result, adverse changes in borrower and
counterparty credit risk may cause additional impairment charges
under IFRS 9, increased repurchase demands, higher costs,
additional write-downs and losses for NWM Group and an inability
to engage in routine funding transactions.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
158
The value or effectiveness of any credit protection that NWM
Group has acquired through significant risk transfer (SRT)
transactions depends on the value of the underlying assets and
the financial condition of the counterparties and protection
providers, and prevailing market spreads. Although extensive
assessments are undertaken prior to execution, there can be no
assurance that such protection will remain effective or
enforceable. SRT transactions anticipated capital relief is subject
to ongoing regulatory recognition and the performance of the
securitised portfolio. Any deterioration in asset quality, structural
breaches, operational errors or changes in regulatory
interpretation could reduce or eliminate the expected benefit.
These transactions also introduce counterparty and model risk. As
with other forms of credit protection, fluctuations in fair value or
deterioration in the financial condition or perceived
creditworthiness of counterparties may lead to additional
valuation adjustments or impairments. Any such developments or
fair value changes may have an adverse effect on NWM Group.
NWM Group has applied an internal analysis of multiple economic
scenarios (MES) together with the determination of specific
overlay adjustments to inform its IFRS 9 ECL (Expected Credit
Loss). The recognition and measurement of ECL is complex and
involves the use of significant judgement and estimation. This
includes the formulation and incorporation of multiple forward-
looking economic scenarios into ECL to meet the measurement
objective of IFRS 9. The ECL provision is sensitive to the model
inputs and economic assumptions underlying the estimate. Refer
to ‘Risk and capital management – Credit risk’. A credit
deterioration would also lead to RWA increases. Furthermore, the
assumptions and judgements used in the MES and ECL
assessment at 31 December 2025 may not prove to be adequate,
resulting in incremental ECL provisions for NWM Group.
NWM Group has exposure to shadow banking entities (i.e. entities
which carry out activities of a similar nature to banks but without
the same regulatory oversight), and is, as result, required to
identify and monitor its exposure to these entities, implement and
maintain an internal framework for the identification,
management, control and mitigation of the risks associated with
exposure to shadow banking entities, and ensure effective
reporting and governance in respect of such exposure. If NWM
Group is unable to properly identify and monitor its shadow
banking exposure, maintain an adequate framework, and/or
ensure effective reporting and governance in respect of shadow
banking exposure, this may adversely affect NWM Group.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group could incur losses or be required to maintain
higher levels of capital as a result of limitations or failure of
various models.
Given the complexity of NWM Group’s business, strategy and
capital requirements, NWM Group relies on models for a wide
range of purposes, including to manage its business, assess the
value of its assets and its risk exposure, as well as to anticipate
capital and funding requirements (including to facilitate NatWest
Group’s mandated stress testing). In addition, NWM Group utilises
models for valuations, credit approvals, calculation of loan
impairment charges on an IFRS 9 basis, financial reporting and to
help address criminal activities in the form of money laundering,
terrorist financing, bribery and corruption, tax evasion and
sanctions as well as external or internal fraud (collectively,
‘financial crime’). NWM Group’s models, and the parameters and
assumptions on which they are based, are periodically reviewed.
Model outputs are inherently uncertain, because they are
imperfect representations of real-world phenomena, are
simplifications of complex real-world systems and processes, and
are based on a limited set of observations. NatWest Group (which
includes NWM Group) also continues to invest in building new
capabilities that employ new artificial intelligence technologies,
such as generative artificial intelligence, and it expects its use of
these technologies to increase over time. However, there are
significant risks involved in utilising more sophisticated modelling
approaches, including artificial intelligence, and no assurance can
be provided that NWM Group’s use of artificial intelligence in its
models will enhance its business or produce only intended or
beneficial results. NWM Group may face adverse consequences as
a result of actions or decisions based on models that are poorly
developed, incorrectly implemented, outdated, non-compliant, or
used inappropriately. This includes models that are based on
inaccurate or non-representative data (for example, where there
have been changes in the micro or macroeconomic environment
in which NWM Group operates) or as a result of the modelled
outcome being misunderstood, or used for purposes for which it
was not designed. This could result in findings of deficiencies by
NatWest Group’s (and in particular, NWM Group’s) regulators
(including as part of NatWest Group’s mandated stress testing),
increased capital requirements, rendering some business lines
uneconomical, requiring management action or subjecting NWM
Group to regulatory sanction, any of which in turn may also have
an adverse effect on NWM Group and its customers.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group’s financial statements are sensitive to
underlying accounting policies, judgements, estimates and
assumptions.
The preparation of financial statements requires management to
make judgements, estimates and assumptions that affect the
reported amounts of assets, liabilities, income, expenses,
exposures and RWAs. While estimates, judgements and
assumptions take into account historical experience and other
factors (including market practice and expectations of future
events that are believed to be reasonable under the
circumstances), actual results may differ due to the inherent
uncertainty in making estimates, judgements and assumptions
(particularly those involving the use of complex models).
Further, accounting policy and financial statement reporting
requirements increasingly require management to adjust existing
judgements, estimates and assumptions for the effects of climate-
related, sustainability and other matters that are inherently
uncertain and for which there is little historical experience which
may affect the comparability of NWM Group’s future financial
results with its historical results. Actual results may differ due to
the inherent uncertainty in making climate-related and
sustainability estimates, judgements and assumptions. Refer to
‘There are significant limitations related to accessing accurate,
reliable, verifiable, auditable, consistent and comparable climate
and sustainability-related data that contributes to substantial
uncertainties in accurately assessing, managing and reporting on
climate and sustainability-related information and risks, as well as
making informed decisions.’
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
159
Accounting policies deemed critical to NWM Group’s results and
financial position, based upon materiality and significant
judgements and estimates, involve a high degree of uncertainty
and may have a material impact on its results. For 2025, these
include fair value, deferred tax and provisions for liabilities and
charges. These are set out in the section ‘Critical accounting
policies’.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
Changes in accounting standards may materially impact
NWM Group’s financial results.
NWM Group prepares its consolidated financial statements in
conformity with the requirements of the Companies Act 2006 and
in accordance with UK-adopted IAS, and IFRS, as issued by the
IASB. Changes in accounting standards or guidance by
accounting bodies and/or changes in accounting standards
requirements by regulatory bodies or in the timing of their
implementation, whether immediate or foreseeable, could result in
NWM Group having to recognise additional liabilities on its balance
sheet, or in further write-downs or impairments to its assets and
could also have a material adverse effect on NWM Group.
Additionally, auditors may have different interpretations of these
accounting standards, and any change of auditor may lead to
unfavourable changes in NWM Group’s accounting policies.
NWM Group’s trading assets amounted to £46.2 billion as at 31
December 2025. The valuation of financial instruments, including
derivatives, measured at fair value can be subjective, in particular
where models are used which include unobservable inputs.
Generally, to establish the fair value of these instruments, NWM
Group relies on quoted market prices or, where the market for a
financial instrument is not sufficiently credible, internal valuation
models that utilise observable market data. In certain
circumstances, the data for individual financial instruments or
classes of financial instruments utilised by such valuation models
may not be available or may become unavailable due to prevailing
market conditions. In these circumstances, NWM Group’s internal
valuation models require NWM Group to make assumptions,
judgements and estimates to establish fair value, which are
complex and often relate to matters that are inherently uncertain.
Any of these factors could require NWM Group to recognise fair
value losses which may have an adverse effect on NWM Group’s
income generation and financial position.
From time to time, the International Accounting Standards Board
may also issue new accounting standards or interpretations that
could materially impact how NWM Group calculates, reports and
discloses its financial results and financial condition, and which
may affect NWM Group’s capital ratios, including the CET1 ratio
and the required levels of regulatory capital. New accounting
standards and interpretations that have been issued by the
International Accounting Standards Board but which have not yet
been adopted by NWM Group are discussed in ‘Future accounting
developments’.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects and/or
reputation.
NWM Group could be adversely affected if NatWest Group
fails to meet the requirements of regulatory stress tests, or if
NatWest Group’s resolution preparations are deemed
inadequate.
NatWest Group (which includes NWM Group) is subject to annual
and other stress tests by its regulator in the UK. Stress tests are
designed to assess the resilience of banks to potential adverse
economic or financial developments and ensure that they have
robust, forward-looking capital planning processes that account
for the risks associated with their business profile. If the stress
tests reveal that a bank’s existing regulatory capital buffers are
not sufficient to absorb the impact of the stress, then it is possible
that NWM Group may need to take action to strengthen its
capital position.
Failure by NatWest Group to meet its quantitative and qualitative
requirements of the stress tests set forth by its UK regulator may
result in: NatWest Group’s regulators requiring NatWest Group to
generate additional capital, reputational damage, increased
supervision and/or regulatory sanctions and/or loss of investor
confidence, which may adversely affect NWM Group.
NatWest Group is subject to regulatory oversight by the BoE and
the PRA and is required under the PRA Rulebook to carry out an
assessment of its preparations for resolution, submit a report of
the assessment to the PRA, and disclose a summary of this
report. In August 2024, the BoE communicated its assessment of
NatWest Group’s preparations for a potential resolution scenario
and did not identify any areas for further enhancement,
shortcomings, deficiencies or substantive impediments.
NatWest Group (and NWM Group) could be adversely affected
should future BoE assessments deem NatWest Group’s
preparations to be inadequate. If future BoE assessments identify
any areas for further enhancement, shortcomings, deficiencies or
substantive impediments in NatWest Group’s ability to achieve the
resolvability outcomes or reveal that NatWest Group is not
adequately prepared to be resolved, or does not have adequate
plans in place to meet resolvability requirements, NatWest Group
may be required to take action to enhance its preparations to be
resolvable, resulting in additional costs and the dedication of
additional resources. Such a scenario may have an impact on
NatWest Group (and NWM Group) as, depending on the BoE’s
assessment, potential action may include, but is not limited to,
restrictions on NatWest Group’s maximum individual and
aggregate exposures, a requirement to dispose of specified
assets, a requirement to change its legal or operational structure,
a requirement to cease carrying out certain activities and/or to
maintain a specified amount of MREL.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NatWest Group (including NWM Group) may become subject
to the application of UK statutory stabilisation or resolution
powers which may result in, for example, the write-down or
conversion of NWM Group entities’ Eligible Liabilities.
The BoE, the PRA, the FCA, and HM Treasury (together, the
‘Authorities’) are granted substantial powers to resolve and
stabilise UK-incorporated financial institutions. Five stabilisation
options exist: (i) transfer of all of the business of a relevant entity
or the shares of the relevant entity to a private sector purchaser;
(ii) transfer of all or part of the business of the relevant entity to a
‘bridge bank’ wholly or partially-owned by the BoE; (iii) transfer of
part of the assets, rights or liabilities of the relevant entity to one
or more asset management vehicles for management of the
transferor’s assets, rights or liabilities; (iv) the write-down,
conversion, transfer, modification, or suspension of the relevant
entity’s equity, capital instruments and liabilities; and (v)
temporary public ownership of the relevant entity.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
160
These options may be applied to NatWest Group plc as the parent
company or to NWM Group, as a subsidiary, where certain
conditions are met (such as, whether the firm is failing or likely to
fail, or whether it is reasonably likely that action will be taken
(outside of resolution) that will result in the firm no longer failing or
being likely to fail). Moreover, there are modified insolvency and
administration procedures for relevant entities within NatWest
Group, and the Authorities have the power to modify or override
certain contractual arrangements in certain circumstances and
amend the law for the purpose of enabling their powers to be
used effectively and may promulgate provisions with retrospective
applicability. Similar powers may also be exercised with respect to
NWM N.V., in the Netherlands by the relevant Dutch and
European regulatory authorities.
Uncertainty exists as to how the Authorities may exercise their
powers including the determination of actions to be undertaken in
relation to the ordinary shares and other securities issued by
NatWest Group (including NWM Group), which may depend on
factors outside of NWM Group’s control. Moreover, the UK
Banking Act 2009 provisions remain largely untested in practice,
particularly in respect of resolutions of large financial institutions
and groups.
If NatWest Group is at or is approaching the point such that
regulatory intervention is required, there may correspondingly be
a material adverse effect on NWM Group’s future results, financial
condition, prospects, and/or reputation.
Operational and IT resilience risk
Operational risks (including reliance on third party suppliers
and outsourcing of certain activities) are inherent in NWM
Group’s businesses.
Operational risk is the risk of loss or disruption resulting from
inadequate or failed internal processes, procedures, people or
systems, or from external events. NWM Group operates in several
countries, offering a diverse range of products and services
supported directly or indirectly by third party suppliers. As a
result, operational risks or losses can arise from a number of
internal or external factors (including for example, payment errors
or financial crime and fraud), for which there is continued scrutiny
by third parties on NWM Group’s compliance with financial crime
requirements; see ‘NWM Group is exposed to the risks of various
litigation matters, regulatory and governmental actions and
investigations as well as remedial undertakings, the outcomes of
which are inherently difficult to predict, and which could have an
adverse effect on NWM Group.’ These risks are also present
when NWM Group relies on critical service providers (suppliers) or
vendors to provide services to it or its customers, as is
increasingly the case as NWM Group outsources certain activities,
including with respect to the implementation of technologies,
innovation (such as cloud services and artificial intelligence) and
responding to regulatory and market changes.
Operational risks also exist due to the implementation of NatWest
Group’s strategy, and the organisational and operational changes
involved, including: NatWest Group’s cost-controlling and
simplification measures; continued digitalisation and the
integration of artificial intelligence in the business; acquisition,
divestments and other transactions; the implementation of
recommendations from internal and external reviews with respect
to certain governance processes, policies, systems and controls of
NatWest Group entities; and conditions affecting the financial
services industry generally (including macroeconomic and other
geopolitical developments) as well as the legal and regulatory
uncertainty resulting from these conditions. Any of the above may
place significant pressure on NWM Group’s ability to maintain
effective internal controls and governance frameworks. In recent
years, NWM Group has materially increased its dependence on
NatWest Bank Plc and other NatWest Group entities for numerous
critical services and operations, including, without limitation,
property, technology, finance, accounting, treasury, legal, risk,
regulatory compliance and reporting, financial crime, human
resources, and certain other support and administrative functions.
A failure by NatWest Bank Plc or other NatWest Group entities to
adequately supply these services may expose NWM Group to
critical business failure risk, increased costs, regulatory sanctions,
and other liabilities. These and any increases in the cost of these
services may adversely affect NWM Group.
Financial crime continues to evolve, whether through fraud,
scams, cyberattacks or other criminal activity. These risks are
exacerbated as NWM Group continues to innovate its product
offering and increasingly offers digital solutions to its customers.
NatWest Group (including NWM Group) has made and continues
to make significant, multi-year investments to strengthen and
improve its overall financial crime control framework with
prevention systems and capabilities, including investment in new
technologies and capabilities to further enhance customer due
diligence, transaction monitoring, sanctions and anti-bribery and
corruption systems. A number of NWM Group’s financial crime
controls are operated by NatWest Group on behalf of NWM
Group. Financial crime assessment, systems and controls, internal
stress tests and models are critical to financial crime risk
management. Ineffective risk management may arise from a wide
variety of factors, including lack of transparency or incomplete
risk reporting, manual processes and controls, inaccurate data,
inadequate IT systems, unidentified conflicts or misaligned
incentives, lack of accountability control and governance,
incomplete risk monitoring (including trade surveillance) and
failures of systems to properly process all relevant data, risks
related to unanticipated behaviour or performance and
management, insufficient challenges or assurance processes, or a
failure to commence or timely complete risk remediation projects.
Weak or ineffective financial crime processes and controls may
risk NWM Group inadvertently facilitating financial crime which
may result in regulatory investigation, sanction, litigation, fines
and/or reputational damage. Further, failure to manage these
risks effectively, or within regulatory expectations, could adversely
affect NWM Group’s reputation or its relationship with its
regulators, customers, shareholders or other stakeholders.
NWM Group also faces operational risks as it continues to invest
in the automation of certain solutions and customer interactions,
including through artificial intelligence. Such initiatives may result
in operational, reputational and conduct risks if the technology is
not used appropriately, is defective or inadequate, or is not fully
integrated into NWM Group’s current solutions, systems and
controls. The effective management of operational risks is critical
to meeting customer service expectations and retaining and
attracting customer business. Although NWM Group has
implemented risk controls and mitigation actions, with resources
and planning devoted to mitigate operational risk, such measures
may not be effective in controlling each of the operational risks
faced by NWM Group.
Ineffective management of such risks may have a material
adverse effect on NWM Group’s future results, financial condition,
prospects, and/or reputation.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
161
NWM Group is subject to sophisticated and frequent
cyberattacks, and compliance with cybersecurity and data
protection regulations is becoming increasingly complex.
NWM Group experiences a constant threat from cyberattacks
across the entire NatWest Group (including NWM Group) and
against NatWest Group and NWM Group’s supply chain networks,
reinforcing the importance of due diligence of, ongoing risk
management of, and a close working relationship with, the third
parties on which NWM Group relies. NWM Group is reliant on
technology, against which there is a constantly evolving series of
attacks, that are increasing in terms of frequency, sophistication,
impact and severity. The increased availability of malicious tools
and the rapid advancement of artificial intelligence capabilities
reduce entry barriers for malicious actors and accelerate the
exploitation of vulnerabilities leading to cyberattacks evolving and
becoming more sophisticated. As a result, NWM Group is required
to continue to invest significant resources in additional capability
designed to defend against a variety of existing and emerging
threats.
Third parties continue to make hostile attempts to gain access to,
introduce malware (including ransomware) into, and exploit
potential vulnerabilities of, financial services institutions’ IT
systems, including those of NWM Group. For example, in 2025,
NatWest Group and its supply chain were subjected to a small
number of attempted Distributed Denial of Service and
ransomware attacks. These hostile attempts were addressed
without material impact on NWM Group or its customers by
deploying cybersecurity capabilities and controls that seek to
manage the impact of any such attacks, and sustain availability of
services for NWM Group’s customers. Consequently, NWM Group
continues to invest significant resources in developing and
evolving cybersecurity capabilities and controls that are designed
to mitigate the potential effect of such attacks. However, given
the nature of the threat, there can be no assurance that these
capabilities and controls will prevent the potential adverse effect
of an attack from occurring. Refer to ‘NWM Group’s operations
are highly dependent on its complex IT systems and any IT failure
could adversely affect NWM Group.’
Any failure in NWM Group’s information and cybersecurity
policies, procedures or controls, may result in significant financial
losses, major business disruption, inability to deliver customer
services, or loss of, or ability to access, data or systems or other
sensitive information (including as a result of an outage) and may
cause associated reputational damage. Any of these factors could
increase costs (including, but not limited to costs, relating to
notification of, or compensation for customers and credit
monitoring), result in regulatory investigations or sanctions being
imposed or may affect NWM Group’s ability to retain and attract
customers. Regulators in the UK, US, Europe and Asia recognise
cybersecurity as an important systemic risk to the financial sector
and have highlighted the need for financial institutions to improve
their monitoring and control of, and resilience (particularly of
critical services) to cyberattacks, and to provide timely reporting
or notification of them, as appropriate (including for example, the
SEC cybersecurity requirements and the EU Digital Operational
Resilience Act (‘DORA’)). Furthermore, cyberattacks on NWM
Group’s counterparties and suppliers may also have an adverse
effect on NWM Group’s operations. Additionally, malicious third
parties may induce employees, customers, third party providers
or other users with access to NWM Group’s systems to wrongfully
disclose sensitive information to gain access to NWM Group’s data
or systems or that of NWM Group’s customers or employees.
Cybersecurity and information security events can derive from
factors such as: internal or external threat actors, human error,
fraud or malice on the part of NWM Group’s employees,
customers or third parties, including third-party providers, or may
result from technological failure (including defective, inadequate or
inappropriately used artificial intelligence based solutions).
NWM Group expects greater regulatory engagement, supervision
and enforcement to continue in relation to its overall resilience to
withstand IT and IT-related disruption, either through a
cyberattack or some other disruptive event. Such increased
regulatory engagement, supervision and enforcement is uncertain
in relation to the scope, cost, consequence and the pace of
change, which may have an adverse effect on NWM Group. Due
to NWM Group’s reliance on technology, the adoption of
innovative solutions, the integration of automated processes and
artificial intelligence in its business, and the increasing
sophistication, frequency and impact of cyberattacks, such
attacks may have an adverse effect on NWM Group.
In accordance with applicable UK and EU data protection, and
cybersecurity laws and regulations, NWM Group is required to
ensure it implements timely appropriate and effective
organisational and technological safeguards against unauthorised
or unlawful access to the data of NWM Group, its customers and
its employees. In order to meet this requirement, NWM Group
relies on the effectiveness of its internal policies, controls and
procedures to protect the confidentiality, integrity and availability
of information held on its IT systems, networks and devices as
well as with third parties with whom NWM Group interacts. As
NatWest Group develops new artificial intelligence-based
products, proprietary, sensitive, or confidential NWM Group’s
customer information may be inputted into third-party generative
or other artificial intelligence or machine learning platforms, and
could potentially be accessed by others, including if such
information is used to train third-party artificial intelligence
models. This may increase the risk of data leakage, data
poisoning, potential bias, discrimination, errors, and misuse. A
failure to monitor and manage data in accordance with applicable
requirements may result in financial losses, regulatory fines,
investigations and litigation, and associated reputational damage.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group’s operations and strategy are highly dependent
on the accuracy and effective use of data.
NWM Group relies on the availability, sourcing, and effective use
of accurate and high quality data to support, monitor, evaluate,
manage and enhance its operations, innovate its products
offering, meet its regulatory obligations, and deliver its strategy.
Investment is being made in data tools and analytics, including
raising awareness around ethical data usage (for example, in
relation to the use of artificial intelligence) and privacy across
NWM Group. The availability and accessibility of current,
complete, detailed, accurate and, wherever possible, machine-
readable customer segment and sub-sector data, together with
appropriate governance and accountability for data, is fast
becoming a critical strategic asset, which is subject to increased
regulatory focus.
Failure to have or to be able to access that data or the ineffective
use or governance of that data could result in a failure to manage
and report important risks and opportunities or satisfy customers’
expectations including the inability to deliver products and
services. This could also place NWM Group at a competitive
disadvantage by increasing its costs, inhibiting its efforts to reduce
costs or its ability to improve its systems, controls and processes.
Any of the above could result in a failure to deliver NWM Group’s
strategy.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
162
These data weaknesses and limitations, or the unethical or
inappropriate use of data, and/or non-compliance with data
protection laws could give rise to conduct and litigation risks and
may increase the risk of operational challenges, losses,
reputational damage or other adverse consequences due to
inappropriate models, systems, processes, decisions or other
actions.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group relies on attracting, retaining, developing and
remunerating diverse senior management and skilled
personnel, and is required to maintain good employee
relations.
NWM Group’s success depends on its ability to attract, retain, and
develop highly skilled and qualified diverse workforce, including
senior management, and other employees in critical roles (such as
in technology, artificial intelligence and data), in a highly
competitive market.
The inability to compensate employees competitively and/or any
reduction of compensation, the perception that NWM Group may
not be a competitive business, heightened regulatory oversight of
banks compared to firms outside of banking and ongoing
restrictions placed on employee compensation arrangements,
particularly in the EU, or other factors, may have an adverse
effect on NWM Group’s ability to hire, retain and engage well
qualified employees, especially at a senior level, which could
adversely affect NWM Group.
In addition, certain economic, market and regulatory conditions
may reduce the pool of candidates for key management and non-
executive roles, including non-executive directors with the right
skills, knowledge and experience, or may increase the number of
departures of existing employees. Moreover, a failure to foster a
diverse workforce and an inclusive work environment may
adversely affect NWM Group’s employee engagement and the
execution of its strategy, and could also have an adverse effect
on its reputation with customers, investors and regulators.
NWM Group’s businesses are also exposed to risks from
employee, contractor, or service providers misconduct including
non-compliance with policies and regulations, negligence or fraud
(including financial crimes and fraud), any of which could result in
regulatory fines or sanctions and serious reputational or financial
harm to NWM Group. Hybrid working arrangements are also
subject to regulatory scrutiny to ensure adequate recording,
surveillance and supervision of regulated activities and compliance
with regulatory requirements and expectations, including
requirements to: meet threshold conditions for regulated activities;
ensure the ability to oversee functions (including any outsourced
functions); ensure no detriment is caused to customers; and
ensure no increased risk of financial crime.
Some of NWM Group’s employees are represented by employee
representative bodies, including trade unions and works councils.
Engagement with its employees and such bodies is important to
NWM Group in maintaining good employee relations. Any
breakdown of these relationships may adversely affect NWM
Group.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group’s operations are highly dependent on its
complex IT systems and any IT failure could adversely affect
NWM Group.
NWM Group’s operations are highly dependent on the ability to
process a very large number of transactions efficiently and
accurately while complying with applicable laws and regulations.
The proper functioning of NatWest Group’s (including NWM
Group’s) transactional and payment systems, financial crime and
fraud detection systems and controls, risk management, credit
analysis and reporting, accounting, customer service and other IT
systems, including cloud services providers (some of which are
owned and operated by other entities in NatWest Group or third
parties), is critical to NWM Group’s operations. NWM Group’s
reliance on a limited number of cloud services providers increases
its exposure to disruption events affecting these cloud services
providers.
Individually or collectively, whether operated by NWM Group or by
a third party supplier, any system failure (including defective or
inadequate automated processes or artificial intelligence based
solutions), loss of service availability, or breach of data security
could potentially cause significant damage to: (i) important
business services across NWM Group; and (ii) NWM Group’s ability
to provide services to its customers, which could result in
reputational damage, significant compensation costs and
regulatory sanctions (including fines resulting from regulatory
investigations) or a breach of applicable regulations and could
affect NWM Group’s regulatory approvals, competitive position,
business and brands, which could undermine its ability to attract
and retain customers and talent.
NWM Group outsources certain functions as it innovates and
offers new digital solutions to its customers. Outsourcing,
alongside hybrid working, heighten the above risks. NWM Group
uses IT systems that enable remote working interface with third-
party systems, and NWM Group could experience service denials
or disruptions if such systems exceed capacity or if NWM Group
or a third-party system fails or experiences any interruptions, all
of which could result in business and customer interruption and
related reputational damage, significant compensation costs,
regulatory sanctions and/or a breach of applicable regulations.
Hybrid working arrangements for NWM Group employees place
heavy reliance on the IT systems that enable remote working and
may place additional pressure on NWM Group’s ability to maintain
effective internal controls and governance frameworks and
increase operational risk.
In 2025, NWM Group continued to make considerable investments
to further simplify, upgrade and improve its IT and technology
capabilities (including migration of certain services to cloud
platforms and risk-based removal of technology obsolescence).
NWM Group continues to develop and enhance digital services for
its customers and seeks to improve its competitive position
through integrating automated processes and artificial
intelligence-based solutions in its business and by enhancing
controls and procedures and strengthening the resilience of
services including cybersecurity. Any failure of these investment
and rationalisation initiatives to achieve the expected results, due
to poor design or implementation, defects, or otherwise, may
adversely affect NWM Group’s operations, its reputation and
ability to retain or grow its customer business or adversely affect
its competitive position. Refer to ‘NWM Group has been in a
period of, and may continue to be subject to, significant structural
and other change’.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
163
A failure in NWM Group’s risk management framework
could adversely affect NWM Group, including its ability to
achieve its strategic objectives.
Risk management is a fundamental component of NatWest
Group’s operations and is critical to the effective delivery of its
long-term strategic objectives. NWM Group operates within
NatWest Group’s Enterprise-Wide Risk Management Framework
(‘EWRMF’), which sets the approach for risk management and
outlines key principles for sound risk governance and setting of
risk appetite with respect to: financial risk (capital risk, liquidity
and funding risk, credit risk, traded market risk, non-traded,
market risk, pension risk, earning stability risk) and non-financial
risk (model risk, reputational risk, financial crime, operational risk,
compliance and conduct risk). Non-compliance with this
framework, including deviations from risk appetite, or any
significant shortcomings in related controls and procedures, may
have a detrimental effect on NWM Group’s financial condition,
strategic delivery, or result in inaccurate reporting of risk
exposures.
NWM Group promotes a risk-aware culture and invests in policies
and resources to manage risks. However, these measures may
not entirely prevent a failure in NWM Group’s risk management
framework. For example, instances of misconduct may arise from:
business decisions, actions or reward mechanisms that fail to
comply with NWM Group’s regulatory obligations, do not
adequately address customers’ needs, or are misaligned with
NWM Group’s strategic objectives; ineffective product
management; unethical or inappropriate use of data, information
asymmetry, implementation and utilisation of new technologies,
outsourcing of customer service and product delivery;
inappropriate behaviour towards customers, customer outcomes,
the possibility of mis-selling of financial products; and mishandling
of customer complaints. Furthermore, any failure in the EWRMF
may also result in the inability for NWM Group to achieve its
strategic objectives for its customers, employees and wider
stakeholders.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group’s operations are subject to inherent reputational
risk.
Reputational risk relates to stakeholder and public perceptions of
NWM Group arising from an actual or perceived failure to meet
stakeholder or the public’s expectations, including with respect to
NatWest Group’s strategy and related targets, NWM Group’s
strategy, or due to any events, behaviour, action or inaction by
NWM Group, its employees or those with whom NWM Group is
associated. Refer to ‘NWM Group’s businesses are subject to
substantial regulation and oversight, which are constantly evolving
and may adversely affect NWM Group.’ This includes harm to its
brand, which may be detrimental to NWM Group’s business,
including its ability to build or sustain business relationships with
customers, stakeholders and regulators, and may cause low
employee morale, regulatory censure or reduced access to, or an
increase in the cost of, funding. Reputational risk may arise
whenever there is, or there is perceived to be, a material lapse in
standards of integrity, controls, compliance, customer or
operating efficiency, or regulatory or press scrutiny, and may
adversely affect NWM Group’s ability to attract and retain
customers.
In particular, NWM Group’s ability to attract and retain customers,
and talent, and engage with counterparties may be adversely
affected by factors including: negative public opinion resulting
from the actual or perceived manner in which NWM Group or any
other member of NatWest Group conducts or modifies its business
activities and operations, media coverage (whether accurate or
otherwise), employee misconduct, NWM Group’s financial
performance, IT systems failures or cyberattacks, data breaches,
financial crime and fraud, the actual or perceived practices in the
banking and financial industry in general, or a wide variety of
other factors.
Technologies, in particular online social networks and other
broadcast tools that facilitate communication with large audiences
in short timeframes and with minimal costs, may also significantly
increase and accelerate the impact of damaging information and
allegations.
Although NWM Group has a Reputational Risk Policy and
framework to identify, measure and manage material reputational
risk exposures, there is a risk that it may not be successful in
avoiding or mitigating damage to its business or its various brands
from reputational risk.
Any of the above aspects of reputational risk may have a material
adverse effect on NWM Group’s future results, financial condition,
prospects, and/or reputation.
Legal and regulatory risk
NWM Group’s businesses are subject to substantial
regulation and oversight, which are constantly evolving and
may adversely affect NWM Group.
NWM Group is subject to extensive laws, regulations, guidelines,
corporate governance practice and disclosure requirements,
administrative actions and policies in each jurisdiction in which it
operates, which presents ongoing compliance and conduct risks.
Many of these are constantly evolving and are subject to further
material changes, which may increase compliance and conduct
risks, particularly as the laws of different jurisdictions (including
those of the EU/EEA and UK) diverge. NWM Group expects
government and regulatory intervention in the financial services
industry to remain high for the foreseeable future.
Regulators and governments continue to focus on reforming the
prudential regulation of the financial services industry and the way
financial services are conducted. Measures have included:
enhanced capital, liquidity and funding requirements, through
initiatives such as the Basel 3.1 standards implementation (and
any resulting effect on RWAs and models), the UK ring-fencing
regime, the strengthening of the recovery and resolution
framework applicable to financial institutions in the UK, the EU
and the US, financial industry reforms (such as the FSMA 2023),
corporate governance requirements, rules relating to the
compensation of senior management and other employees,
enhanced data protection and IT resilience requirements, financial
market infrastructure reforms, enhanced regulations in respect of
the provision of ‘investment services and activities’.
There is also continued regulatory focus in certain areas, including
conduct, model risk governance, consumer protection in retail or
other financial markets, competition and disputes regimes, anti-
money laundering, anti-corruption, anti-bribery, anti-tax evasion,
payment systems and digital assets, sanctions and anti-terrorism
laws and regulations.
In addition, there is significant oversight by competition
authorities. The competitive landscape for banks and other
financial institutions in the UK, EU/EEA, Asia and the US is rapidly
changing. Recent regulatory and legal changes have resulted and
may continue to result in new market participants and changed
competitive dynamics in certain key areas.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
164
Regulatory and competition authorities, including the CMA, are
also reviewing and focusing more on how they can support
competition and innovation in digital and other markets. Recent
regulatory changes and heightened levels of public and regulatory
scrutiny in the UK, EU and US have resulted in increased capital,
funding and liquidity requirements, changes in the competitive
landscape, changes in other regulatory requirements and
increased operating costs, and have impacted, and will continue
to impact, product offerings and business models.
Moreover, uncertainties remain as to the extent to which EU/EEA
laws will diverge from UK law. For example, bank regulation in the
UK may diverge from European bank regulation following the
enactment of the Financial Services and Markets Act 2023
(‘FSMA 2023’) and the Retained EU Law (Revocation and Reform)
Act 2023. In particular, FSMA 2023 provides for the revocation of
retained EU laws relating to financial services regulation, but sets
out that this process will likely take a number of years and that
the intention is that specific retained EU laws will not be revoked
until such time as replacement regulatory rules are in place. The
actions taken by regulators in response to any new or revised
bank regulation and other rules affecting financial services, may
adversely affect NWM Group, including its business, non-UK
operations, group structure, compliance costs, intragroup
arrangements and capital requirements.
Other areas in which, and examples of where, governmental
policies, regulatory and accounting changes and increased public
and regulatory scrutiny may have an adverse effect (some of
which could be material) on NWM Group include, but are not
limited to, the following:
general changes in government, regulatory, competition or
central bank policy (including as a result of the Bank
Resolution (Recapitalisation) Act 2025), or changes in
regulatory regimes that may influence investor decisions in the
jurisdictions in which NWM Group operates;
rules relating to foreign ownership, expropriation,
nationalisation and confiscation or appropriation of assets;
increased risk of legal action against NWM Group in relation to
the remediation of defects in certain historical property
developments;
new or increased regulations relating to data protection as
well as IT controls and resilience;
the introduction of, and changes to, taxes, levies or fees
applicable to NWM Group’s operations, such as changes in tax
rates, changes in the scope and administration of the Bank
Levy, increases in the bank corporation tax surcharge in the
UK, restrictions on the tax deductibility of interest payments or
further restrictions imposed on the treatment of carry-forward
tax losses that reduce the value of deferred tax assets and
require increased payments of tax;
increased innovation in private digital asset propositions, such
as stablecoin or tokenised deposits, which may challenge
traditional payment methods and have other potential adverse
effects on UK banks (such as higher funding costs or a
reduced deposit base);
regulatory enforcement in the form of PRA imposed financial
penalties for failings in banks’ regulatory reporting governance
and controls, and ongoing regulatory scrutiny; and the PRA’s
thematic reviews of the governance, controls and processes
for preparing regulatory returns of selected UK banks,
including NatWest Group (of which NWM Group is a part of);
changes in policy and practice regarding enforcement,
investigations and sanctions, supervisory activities and
reviews;
‘Dear CEO’ and similar letters issued by supervisors and
regulators from time to time;
changes in policy intended to expand consumer access to
retail investment products and services, including through the
introduction of targeted support;
reform to the Consumer Credit Act 1974;
new or increased regulations relating to financial crime; and
any regulatory requirements relating to the use of artificial
intelligence and large language models across the financial
services industry (such as the European Union Artificial
Intelligence Act).
Any of these developments (including any failure to comply with
or correctly interpret new rules and regulations) could also have
an adverse effect on NWM Group’s authorisations and licences,
the products and services that NWM Group may offer, its
reputation and the value of its assets, NWM Group’s operations or
legal entity structure, and the manner in which NWM Group
conducts its business.
Material consequences could arise should NWM Group be found
non-compliant with these regulatory requirements. Regulatory
developments may also result in an increased number of
regulatory investigations and proceedings and have increased the
risks relating to NWM Group’s ability to comply with the applicable
body of rules and regulations in the manner and within the
timeframes required.
Changes in laws, rules or regulations, or in their interpretation or
enforcement, or the implementation of new laws, rules or
regulations, including contradictory or conflicting laws, rules or
regulations by key regulators or policymakers in different
jurisdictions (such as divergence of regulations of digital assets
and cryptocurrency), or failure by NWM Group to comply with
such laws, rules and regulations, may adversely affect NWM
Group’s business, results of operations and outlook. In addition,
uncertainty and insufficient international regulatory coordination
as enhanced supervisory standards are developed and
implemented may adversely affect NWM Group’s reputation,
ability to engage in effective business, capital and risk
management planning.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
NWM Group is exposed to the risks of various litigation
matters, regulatory and governmental actions and
investigations as well as remedial undertakings, the
outcomes of which are inherently difficult to predict, and
which could have an adverse effect on NWM Group.
NWM Group’s operations are diverse and complex and it operates
in legal and regulatory environments that expose it to potentially
significant civil actions (including those following on from
regulatory sanction), as well as criminal, regulatory and
governmental proceedings. NWM Group has resolved a number of
legal and regulatory actions over the past several years but
continues to be, and may in the future be, involved in such actions
in the US, the UK, Asia, Europe and other jurisdictions.
NWM Group is, has been or will likely be involved in a number of
significant legal and regulatory actions, including investigations,
proceedings and ongoing reviews (both formal and informal) by
governmental law enforcement and other agencies and litigation
proceedings, including in relation to the offering of securities,
conduct in the foreign exchange market, the setting of
benchmark rates such as LIBOR and related derivatives trading,
the issuance, underwriting, and sales and trading of fixed-income
securities (including government securities), product mis-selling,
customer mistreatment, anti-money laundering, antitrust, VAT
recovery, record keeping, reporting, and various other issues.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
165
There is also an increasing risk of new class action claims being
brought against NWM Group in the Competition Appeal Tribunal
for breaches of competition law, as well as a risk of activist
actions, particularly relating to climate change and sustainability-
related matters. Legal and regulatory actions are subject to many
uncertainties, and their outcomes, including the timing, amount of
fines, damages or settlements or the form of any settlements,
which may be material and in excess of any related provisions,
are often difficult to predict, particularly in the early stages of a
case or investigation. NWM Group’s expectation for resolution
may change and substantial additional provisions and costs may
be recognised in respect of any matter.
The resolution of significant investigations includes NWM Plc’s
December 2021 spoofing-related guilty plea in the United States
that was agreed with the US Department of Justice (‘DOJ’), and
involves a multi-year period of probation and ongoing
commitments to improve the compliance programme and
reporting obligations. In the event that NWM Plc does not meet its
obligations to the DOJ, this may lead to adverse consequences
such as findings that NWM Plc violated its probation term and
possible re-sentencing, and/or increased costs, amongst other
consequences. For additional information relating to this and other
legal and regulatory proceedings and matters to which NWM
Group is currently exposed, see ‘Litigation and regulatory matters’
at Note 25 to the consolidated accounts.
Recently resolved matters or adverse outcomes or resolution of
current or future legal or regulatory matters, could increase the
risk of greater regulatory and third-party scrutiny and/or result in
future legal or regulatory actions, and could have material
financial, reputational, or collateral consequences for NWM
Group’s business and result in restrictions or limitations on NWM
Group’s operations.
These may include the effective or actual disqualification from
carrying on certain regulated activities and consequences
resulting from the need to reapply for various important licences
or obtain waivers to conduct certain existing activities of NWM
Group, particularly but not solely in the US, which may take a
significant period of time and the results and implications of which
are uncertain. Disqualification from carrying on any activities,
whether automatically as a result of the resolution of a particular
matter or as a result of the failure to obtain such licences or
waivers could adversely affect NWM Group’s business, in
particular in the US. This in turn and/or any fines, settlement
payments or penalties may have an adverse effect on NWM
Group. Similar consequences could result from legal or regulatory
actions relating to other parts of NatWest Group.
Failure to comply with undertakings made by NWM Group to its
regulators, or the conditions of probation resulting from the
spoofing-related guilty plea, may result in additional measures or
penalties being taken against NWM Group. In addition, any failure
to administer conduct redress processes adequately, or to handle
individual complaints fairly or appropriately, could result in further
claims as well as the imposition of additional measures or
limitations on NWM Group’s operations, additional supervision by
NWM Group’s regulators, and loss of investor confidence.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
Changes in tax legislation (or application thereof) or failure
to generate future taxable profits may impact the
recoverability of certain deferred tax assets recognised by
NWM Group.
In accordance with the accounting policies set out in the section
‘Critical accounting policies’, NWM Group has recognised deferred
tax assets on losses available to relieve future profits from tax
only to the extent it is probable that they will be recovered. The
deferred tax assets are quantified on the basis of current tax
legislation and accounting standards and are subject to change in
respect of the future rates of tax or the rules for computing
taxable profits and offsetting allowable losses.
Failure to generate sufficient future taxable profits or further
changes in tax legislation or the application thereof (including with
respect to rates of tax) or changes in accounting standards may
reduce the recoverable amount of the recognised tax loss
deferred tax assets, amounting to £132 million as at 31 December
2025. Changes to the treatment of certain deferred tax assets
may impact NWM Group’s capital position. In addition, NWM
Group’s interpretation or application of relevant tax laws may
differ from those of the relevant tax authorities and provisions are
made for potential tax liabilities that may arise on the basis of the
amounts expected to be paid to tax authorities. The amounts
ultimately paid may differ materially from the amounts provided
depending on the ultimate resolution of such matters.
Any of the above may have a material adverse effect on NWM
Group’s future results, financial condition, prospects, and/or
reputation.
Climate and sustainability-related risks
NWM Group and its Value Chain face climate and
sustainability-related risks that may adversely affect NWM
Group.
NWM Group is subject to financial and non-financial risks
associated with climate change, nature-related and social matters
(together sustainability-related matters). These matters impact
NWM Group directly through its own operations and employees
and indirectly through its value chain, including its investors,
customers, counterparties and suppliers, and business partners
(collectively, our ‘Value Chain’), and business activities.
Financial and non-financial risks from climate change can arise
through physical and transition risks. In addition, NWM Group may
also
be exposed to legal, regulatory or financial consequences
arising from NWM Group’s actions or omissions related to climate
and sustainability-related matters, giving rise to liability risk.
Climate-related physical risks are associated with increasing
frequency and intensity of extreme weather events, including
floods, wildfires and changes in climate conditions. Such events
can impact employee health and safety, negatively impact local
communities where NWM Group operates, damage assets,
property and infrastructure, and disrupt operations and supply
chains, resulting in changes in asset value, deterioration of the
value of collateral or insurance shortfalls and increased costs and
credit defaults. This can negatively impact the creditworthiness of
customers and their ability and/or willingness to pay fees, afford
new products or repay their debts, leading to increased default
rates, delinquencies, write-offs and impairment charges in NWM
Group’s portfolios while simultaneously increasing NWM Group’s
own operational costs and exposing it to potential business
continuity challenges. In addition, NWM Group’s premises and
operations, or those of its critical outsourced functions may
experience damage or disruption leading to increased costs for
NWM Group.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
166
Climate-related transition risks arise from the UK’s and global
economies’ shift to net zero. The pace and nature of transition,
whether orderly or disorderly, depends significantly on timely and
appropriate government policy and regulatory changes,
immediate actions from national and regional governments, new
technological innovation, changes to supply and demand systems
within industries, customer behaviour and market sentiment. In
addition, there is significant uncertainty about how climate change
and the world’s transition to a net-zero economy will unfold over
time and how and when climate and other sustainability-related
risks will manifest. This could adversely impact profitability, market
stability and the resilience of financial institutions, including NWM
Group. In addition, the transition may affect NWM Group’s
customers and businesses across sectors in different ways and at
different levels of risk. These timeframes are considerably longer
than NWM Group’s historical and current strategic, financial,
resilience and investment planning horizons. Transition risks may
also trigger reputational and liability exposures, especially if
NatWest Group (including NWM Group) is perceived as not
meeting its climate ambitions, targets and commitments, or not
making progress against NatWest Group’s climate transition plan.
Moreover, beyond climate change, NWM Group and its Value
Chain may face financial and non-financial risks arising from acute
or chronic nature-related physical risks, (such as wildfires,
pollution, water stress and loss of biodiversity), nature-related
transition risks (such as risk arising directly or indirectly due to
changes in policy, market and technology, changes in perception
concerning an organisation’s actual or perceived nature impacts
and from legal claims) and social issues (such as data protection
and privacy, impact of increased adoption of artificial intelligence
technology, human rights abuse, conflict and security, land rights,
labour rights and unjust working conditions, modern slavery and
child labour, discrimination and lack of support for the vulnerable,
negative impact on people’s standard of living and health,
inequality, accessible banking and financial inclusion, and financial
crime).
There are heightened regulatory expectations, growing scrutiny
from investors, civil society, and other external stakeholders, with
businesses being increasingly expected to be transparent about
their efforts to identify, assess, mitigate and manage nature-
related and social risks. NWM Group may face reputational,
regulatory non-compliance and litigation risks if it is directly or
indirectly linked to adverse nature-related or social impacts and
fails to adequately manage the risks associated with those
impacts.
Climate and sustainability-related risks are inter-linked and may (i)
adversely impact the broader economy, affecting interest rates,
inflation and growth, which in turn may reduce profitability and
financial stability; (ii) adversely impact asset pricing and valuations
of NWM Group’s and other securities, potentially triggering wider
disruptions across the financial system; (iii) adversely impact the
viability or resilience of business models over the medium to
longer term, particularly those business models most vulnerable to
climate and sustainability-related risks; (iv) result in losses from
liability or reputational damage, such as negative media, activist
pressure, or public criticism, if NWM Group or its Value Chain are
linked to adverse climate or sustainability-related
impacts; and (v)
may intensify existing exposures across multiple risk categories,
including credit, operational (e.g. business continuity), market and
liquidity, model, reputational regulatory compliance, conduct and
pension risks.
Failure by NWM Group to timely identify, assess, mitigate and
manage climate and sustainability-related risks, as well as failure
to respond to emerging opportunities, evolving regulatory
requirements, and shifting market and external expectations, may
have a material adverse effect on NWM Group’s business,
financial condition, future results, access to finance, cost of
capital, reputation, and the value of its securities.
NatWest Group’s (including NWM Group) strategy relating to
climate and sustainability is subject to execution and
reputational risks. NatWest Group’s (including NWM Group)
climate and sustainability-related ambitions, targets and
commitments may not be achieved, and NatWest Group’s
climate transition plan may not be implemented, without
timely and appropriate government policy, technology
developments, and suppliers, customers and society
supporting the transition.
NatWest Group has an ambition to be net zero across its financed
emissions, assets under management and operational value chain
by 2050. NatWest Group also has an ambition at least to halve
the climate impact of its financing activity by 2030, against a 2019
baseline, supported by portfolio-level activity-based targets.
NatWest Group may also announce other climate and
sustainability-related ambitions, targets and commitments and
may withdraw, retire, amend, replace or supersede existing ones
from time to time, whether or not they have been achieved,
where it considers this to be appropriate having regard to its
strategic objectives, or where required or appropriate to do so by
applicable law, regulation or supervisory expectations.
NWM Group’s ability to contribute to achieving NatWest Group’s
climate and sustainability-related ambitions, targets and
commitments, and to contribute to implementing NatWest
Group’s climate transition plan, may require NWM Group to make
changes to its business, operating model, existing exposures, and
products and services. This may include reducing its estimated
financed emissions and discontinuing certain activities over time.
NatWest Group (including NWM Group), acknowledge that (i)
emission reductions are unlikely to be linear; (ii) UK Parliament will
set a new legal limit on greenhouse emissions as part of the
Seventh Carbon Budget in June 2026 which may have an impact
on the achievement of NatWest Group’s (including NWM Group)
climate and sustainability-related ambitions, targets and
commitments, and the implementation of NatWest Group’s
climate transition plan; and (iii) increases in lending and financing
activities may wholly or partially offset some or all these
reductions, which may increase the extent of changes and
reductions necessary
NWM Group’s ability to contribute to achieving NatWest Group’s
strategy, including its climate and sustainability-related ambitions,
targets and commitments, and to contribute to implementing
NatWest Group’s climate transition plan is dependent on many
factors and uncertainties beyond NWM Group’s control. These
include (but are not limited to): (i) the extent and pace of climate
change, including the timing and manifestation of physical and
transition risks and nature loss; (ii) the macroeconomic
environment; (iii) the effectiveness of actions of governments,
legislators, regulators and businesses; (iv) the response of wider
society.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
167
NWM Group’s Value Chain and other stakeholders to mitigate the
impact of climate and sustainability-related risks; (v) changes in
customer and societal behaviour and demand; (vi) availability of
commercially viable opportunities in sustainable finance markets,
competition dynamics, capital markets appetite, investor
expectations, and external credit and concentration risk appetites
which may constrain the scale or risk profile of opportunities
accessible to NWM Group ; (vii) developments in available
technology; (viii) the rollout of low carbon infrastructure; and (ix)
the availability of accurate, verifiable, reliable, auditable, consistent
and comparable data.
These external factors and other uncertainties may make it
complex for NWM Group to contribute to achieving NatWest
Group’s climate and sustainability-related ambitions, targets and
commitments, and to contribute to implementing NatWest
Group’s climate transition plan, and there is a risk that some or all
of NatWest Group’s (including NWM Group) climate and
sustainability-related ambitions, targets and commitments may
not be achieved, or NatWest Group’s climate transition plan may
not be implemented within the intended timescales, or at all.
Moreover, the rising energy demand associated with artificial
intelligence workloads, whether generated internally or through
third
party providers, may increase NatWest Group’s (including
NWM Group’s) own operational footprint. While NatWest Group
(including NWM Group) has taken initial steps to assess the
potential impacts of increased artificial intelligence usage, its full
effects on NatWest Group’s (including NWM Group’s) own
operational footprint remain uncertain but could have an adverse
effect on achieving NatWest Group’s (including NWM Group’s)
climate and sustainability-related ambitions, targets and
commitments and the implementation of NatWest Group’s climate
transition plan.
Any delay or failure by NWM Group in putting into effect, making
progress against, or contributing to achieving NatWest Group’s
climate and sustainability-related ambitions, targets and
commitments, and to contributing to the implementation of
NatWest Group’s climate transition plan may have a material
adverse effect on NWM Group’s future results, financial condition,
prospects, and/or reputation and may increase the climate and
sustainability-related risks NWM Group faces.
There are significant limitations related to accessing
accurate, reliable, verifiable, auditable, consistent and
comparable climate and sustainability-related data that
contribute to substantial uncertainties in accurately
assessing, managing and reporting on climate and
sustainability-related information and risks, as well as
making informed decisions.
NWM Group’s ability to assess, manage, and report climate and
sustainability-related impacts, risks, and opportunities, including
the effective measurement, governance and reporting of progress
against our climate and sustainability-related ambitions, targets
and commitments, and the implementation of NatWest Group’s
climate transition plan heavily depends on the availability of
accurate, reliable, verifiable, auditable, consistent and comparable
internal and external data from customers, counterparties,
suppliers, and third parties. Our internal data on customer groups,
which is used to source financial exposure and emissions data,
and the systems and controls supporting our non-financial
reporting are considerably less sophisticated than those data,
systems and controls used for financial reporting, and continue to
involve manual processes. These factors may increase the risk of
inaccuracies or gaps in our non
financial reporting, which could
adversely affect our ability to meet regulatory, investor or
stakeholder expectations. In the absence of accurate, reliable,
verifiable, auditable, consistent and comparable data, NWM Group
may rely on estimates, proxies, or third-party methodologies, such
as sectoral averages or aggregated emissions data, that may be
outdated, prepared using varying assumptions, or not accurately
reflect specific counterparties or customers. These limitations can
affect the reliability of disclosures, including financed and
facilitated emissions, and may hinder decision-making, risk
management, regulatory compliance, and data consolidation. This
may result in misjudging progress against climate ambitions,
targets and commitments, misallocating capital, or
underestimating financial and reputational risks, while also
reducing comparability across institutions and increasing scrutiny
from stakeholders and regulators.
NWM Group’s assessment of climate and sustainability-related
impacts, risks, and opportunities is expected to evolve as data
quality and methodologies improve. Current data gaps, limitations,
and reliance on estimates or third-party inputs may materially
impact NWM Group’s ability to make informed decisions on
climate and sustainability-related matters, manage risks, comply
with disclosure requirements, and monitor progress against
NatWest Group’s climate and sustainability-related ambitions,
targets and commitments, and the implementation of NatWest
Group’s climate transition plan. As a result, climate and
sustainability-related disclosures may be amended, updated, or
restated from time to time as methodologies, data quality or
regulatory expectations evolve. NWM Group does not undertake
to restate prior disclosures except as required by applicable law
or regulation, even where subsequently available data or
methodologies differ from those used at the time of the original
disclosure.
Climate risks are inherently forward-looking and complex to
model. The lack of historical data, evolving scientific
understanding, and immature measurement frameworks
introduce significant uncertainty into scenario analysis and
financial forecasting. The outputs of climate risk modelling, such
as emissions pathways and reduction targets, are subject to long
timeframes and assumptions that differ significantly from
traditional financial planning cycles.
NWM Group’s internal capabilities to assess, model, report on and
manage climate and sustainability-related risks continue to evolve.
However, even when such capabilities are suitably developed, the
high level of uncertainty regarding any assumptions modelled, the
highly subjective nature of risk measurement and mitigation
techniques coupled with persistent data gaps may result in
inadequate risk management information and frameworks, or
ineffective business adaptation or mitigation strategies or
regulatory non-compliance.
Any of the above may have a material adverse effect on NWM
Group’s business, future results, financial condition, prospects,
reputation and the price of its securities.
Risk Factors continued
NWM Group
Annual Report and Accounts 2025
168
NWM Group is subject to an increasingly complex and
evolving landscape of climate and sustainability-related
legal, regulatory, and supervisory expectations and there is
an increasing risk of regulatory non-compliance,
investigations, litigation, and enforcement actions.
NWM Group is subject to an increasingly complex and evolving
landscape of climate and sustainability-related legal, regulatory,
and supervisory expectations, which may vary significantly and
remain fragmented across the UK, EU, US, and other jurisdictions
in which NWM Group operates. This growing divergence creates
legal and operational uncertainty, may expose NWM Group to
conflicting legal and regulatory requirements, and may increase
the risks of regulatory non-compliance, regulatory enforcement
and reputational damage.
The growing politicisation and polarisation of climate and
sustainability-related matters across jurisdictions may further
exacerbate existing risks and result in reduced market access,
adverse public perception, or stakeholder disengagement.
Customers, investors, or stakeholders may choose not to engage
with NWM Group if they perceive NatWest Group’s (including
NWM Group) strategy in relation to climate and sustainability as
either lacking ambition or progress, or conversely, as overly
focused on climate and sustainability, or if they object to specific
climate or sustainability
related decisions or sectoral policies
adopted by NatWest Group (including NWM Group), which may
adversely affect customer relationships, investor sentiment or
stakeholder engagement. For example, financing the transition of
hard-to-abate sectors may be viewed by some as misaligned with
climate goals, potentially resulting in reputational damage.
At the same time, regulatory and enforcement approaches to
climate and sustainability-related matters are increasingly
diverging and, in some cases, conflicting across jurisdictions. While
some authorities are advancing stricter requirements, others are
introducing sanctions targeting institutions that pursue climate
and sustainability-related initiatives.
Furthermore, NWM Group may face litigation, complaints or other
forms of challenge from shareholders, customers, campaign
groups or other stakeholders arising from allegations of actual or
perceived environmental or social harm, including climate-related
impacts, nature-related degradation, human rights abuses, or
deficiencies in governance and due diligence practices. At the
same time, NWM Group may face contradictory legal or
regulatory action asserting that it has placed undue or
disproportionate focus on climate and sustainability
related
considerations.
Failure by NWM Group to comply with evolving legal and
regulatory requirements, or supervisory expectations, including
divergent and fragmented frameworks across jurisdictions, where
relevant, may increase the risk of regulatory non-compliance,
may adversely impact NWM Group’s ability to contribute to
achieving NatWest Group’s climate and sustainability-related
ambitions, targets and commitments, and to contribute to
implementing NatWest Group’s climate transition plan, and may
adversely impact its investor base and reputation. It may also
result in regulatory non-compliance, investigations, litigation and
enforcement actions, which in turn may have a material adverse
effect on NWM Group’s business, future results, financial
condition, prospects, reputation, and the price of its securities.
Forward-looking statements
NWM Group
Annual Report and Accounts 2025
169
Cautionary statement regarding forward-looking
statements
RBS\
Finance\0000012
\Secret
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 and
metrics, including in relation to initiatives to transition to a net
zero economy, climate, sustainable and transition funding and
financing, and financed 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 certain 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.
Forward-looking statements continued
NWM Group
Annual Report and Accounts 2025
170
Additional cautionary statement regarding climate and
sustainability-related data, metrics and other matters.
Data availability, accuracy, verifiability and data gaps
Our climate and sustainability-related disclosures are limited by
the availability of high-quality, verifiable, accurate, reliable,
auditable, consistent and comparable data in some areas and our
own ability to timely collect and process such data. These
limitations affect the accuracy and completeness of climate and
sustainability-related disclosures.
Users are therefore advised to
interpret the disclosures with appropriate caution, taking into
account the assumptions, data sources and constraints.
Use of proxies or aggregated sector-level data
Significant data gaps persist across sectors and sub-sectors.
When adequate climate and sustainability-related data is not
publicly available or cannot be obtained directly from individual
counterparties, financial institutions often rely on proxies or
aggregated sector-level data provided by third parties. However,
this data may be based on varying methodologies, assumptions,
or interpretations, which may not accurately reflect underlying
climate and sustainability related characteristics and can lead to
inconsistencies and reduce its accuracy. In addition, there is
currently no single global data provider that offers comprehensive,
consistent coverage of the data needed to assess emissions and
climate and sustainability related risks across sectors and
portfolios. Climate and sustainability-related reporting frameworks
differ in how they define and measure data quality, and customers
vary widely in how they collect and disclose climate and
sustainability-related data.
Reliance on assumptions, scenarios and uncertainty in
climate and sustainability-related metrics
The climate and sustainability-related disclosures included in this
report are inherently complex and rely on assumptions, scenarios,
and forward-looking estimates, all of which involve material risks
and uncertainty. Key judgements and estimates used in the
preparation of the climate and sustainability-related parts of this
report are likely to change over time, and, when coupled with the
longer timeframes used in such disclosures, make any assessment
of key topics inherently uncertain. The key areas involving
significant judgement or complexity include the assessment of
climate and sustainability related risk and the calculation of
facilitated emissions. There is a high risk that these assumptions
or estimates may prove inaccurate.
Lack of common standards for classification
There is currently no globally recognised or accepted, consistent
and comparable standard or definition (legal, regulatory or
otherwise) of, nor widespread cross-market consensus as to what
(i) constitutes ‘green’, ‘sustainable’, or similarly labelled activities,
products, or assets; or (ii) precise attributes are required for a
particular activity, product or asset to be defined as ‘green’, or
‘sustainable’ or such other equivalent label. Interpretations vary
across markets and institutions, and while several initiatives are
working toward harmonisation, a consistent, comparable, and
widely accepted framework has yet to emerge. Therefore, users
of this report must not assume that NWM Group’s reporting or
description of activities, products or assets will meet those users’
past, present or future expectations or requirements for
describing or classifying funding, financing and facilitation activities
as ‘green’, or ‘sustainable’ or attributing similar labels (unless a
definition or standard is specified in this report).
Variation of climate and sustainability-related reporting
standards
Climate and sustainability-related reporting standards continue to
develop. While internationally recognised standards have been
developed, there is no universal standard accepted for institutions
like NWM Group to fully align with and those that exist remain
subject to refinement and jurisdictional adoption.
Immature systems and controls
Climate and sustainability-related reporting is less mature than
traditional financial reporting. Non-financial reporting systems are
less developed than financial reporting systems, often involving
manual processes and less robust controls, which may affect data
quality and consistency.
Please also refer to the ‘Climate and sustainability-related risk
factors’ on pages 165 to 168 of this report and the cautionary
statement in the section entitled ‘Caution about climate-related
metrics and data required for climate reporting’ on pages 70 to
72 of the NatWest Group plc 2025 Climate Transition Plan Report
published by NatWest Group plc for the consolidated group,
including NatWest Markets Plc.
Caution on climate and sustainability-related metrics
The processes we have adopted to define, collect and report data
on our climate and sustainability-related performance, as well as
the associated metrics and disclosures in this document, are not
subject to the same formal processes adopted for financial
reporting in accordance with established reporting standards.
They involve a higher degree of judgement, assumptions and
estimates, including in relation to the classification of climate and
sustainability-related (including social, sustainability,
sustainability-linked, green, climate and transition) funding,
financing and facilitation activities, than is required for our
reporting of historical financial information prepared in
accordance with established reporting standards. As a result,
climate and sustainability-related disclosures may be amended,
updated or restated over time. However, NWM Group does not
undertake to restate prior disclosures except where required by
applicable law or regulation, even if subsequently available data or
methodologies differ from those used at the time of the original
disclosure.
Caution about sustainability-related funding, financing and
facilitation
Sustainability-related (including social, sustainability, sustainability-
linked, green, climate, transition) funding, financing and facilitation
currently represents only a relatively small proportion of NWM
Group’s overall funding, financing and facilitation activities.
Accordingly, disclosures relating sustainability-related funding,
financing and facilitation should be read in the context of NWM
Group’s broader balance sheet, risk profile and funding, financing
and facilitation activities, and should not be interpreted as
indicative of NWM Group’s overall funding, financing or facilitation
strategy.