荷兰国际 2025年年度报告和过渡报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM20-F(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THESECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended31 December2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Commission File Number:001-14642ING GROEP NV(Exact name of Registrant as specified in its charter)ING GROUP(Translation of Registrant’s name into English)TheNetherlands(Jurisdiction of incorporation or organization)Bijlmerdreef 1061102 CTAmsterdam Indicate the number of outstanding shares of each of the issuer’s classes ofcapital or common stock as of the close of the period covered by the annualreport. Ordinary Shares, nominal value EUR 0.01 per OrdinaryShare3,147,391,173 Indicate by check mark if the registrant is a well-known seasoned issuer, asdefined in Rule 405 of the Securities Act.☒Yes☐No Note — Checking the box above will not relieve any registrant required to filereports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required tobe filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2)has been subject to such filing requirements for thepast 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post suchfiles).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “large accelerated filer,” accelerated filer,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements inaccordance with U.S. GAAP, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revisedfinancial accounting standardsprovided pursuant to Section13(a) of theExchange Act.☐† Securities registered or to be registered pursuant to Section12(g) of theAct.NoneSecurities for which there is a reporting obligation pursuant to Section15(d) ofthe Act.None †The term “new or revised financial accounting standard” refers to anyupdate issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on andattestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act(15 U.S.C.7262(b)) by the registered public accounting firm that prepared orissued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by checkmark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatementsthat required a recovery analysis of incentive based compensation received by anyof the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used toprepare the financial statements included in this filing: International Financial ReportingStandardsas issued by theInternational Accounting StandardsBoard☒ U.S.GAAP☐ If “Other” has been checked in response to the previous question, indicate bycheck mark which financial statement item the registrant has elected to follow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No Contents Part III Part II Part I Presentation of informationCautionary Statement with respect toForward-looking Statements1Identity of Directors, SeniorManagement andAdvisors2Offer Statistics and Expected Timetable3Key Information4Information on the Company4AUnresolved Staff comments5Operating and Financial Review andProspects6Directors, Senior Management andEmployees7Major Shareholders and Related PartyTransactions8Financial Information9The Offer and Listing10Additional Information11Quantitative and Qualitative Disclosureabout Market Risk12Description of Securitie