荷兰国际美股招股说明书(2025-03-20版)

$750,000,000 4.858% CallableFixed-to-FloatingRate Senior Notes due 2029$1,000,000,000 5.066% CallableFixed-to-FloatingRate Senior Notes due 2031$1,000,000,000 5.525% CallableFixed-to-FloatingRate Senior Notes due 2036$750,000,000 Callable Floating Rate Senior Notes due 2029 ING Groep N.V. (the “Issuer”) is offering hereby $750,000,000 aggregate principal amount of 4.858% CallableFixed-to-FloatingRate Senior Notes due 2029 (the “2029 notes”), $1,000,000,000 aggregate principal amount of 5.066% CallableFixed-to-FloatingRate Senior Notesdue 2031 (the “2031 notes”) and $1,000,000,000 aggregate principal amount of 5.525% CallableFixed-to-FloatingRate Senior Notes due 2036 (the “2036 notes” and, together with the 2029 notes, the 2031 notes and the 2036 notes, the “fixed-to-floatingrate notes”) and $750,000,000 aggregateprincipal amount of Callable Floating Rate Senior Notes due 2029 (the “floating rate notes” and, together with thefixed-to-floatingrate notes, the “notes”) to be issued pursuant to the Senior Debt Securities Indenture dated as of March29, 2017, as amended or supplemented from time to time (the“Indenture”), between the Issuer and The Bank of New York Mellon, London Branch, as trustee (the “trustee”). Interest will accrue on the 2029 notes (i)from (and including) the date of issuance to (but excluding) March25, 2028 (the “2029 notes Call Date”) at a rate of 4.858% per annum and (ii)from (and including) the 2029 notes Call Date at a floating rate equal to the SOFR IndexAverage (as defined herein), reset quarterly, plus 1.010% per annum, subject to a minimum rate of 0.00% per annum (the “Minimum Rate”). Interest will accrue on the 2031 notes (i)from (and including) the date of issuance to (but excluding) March25, 2030 (the “2031 notes Call Date”), at a rate of5.066% per annum and (ii)from (and including) the 2031 notes Call Date at a floating rate equal to the SOFR Index Average, reset quarterly, plus 1.230% per annum, subject to the Minimum Rate. Interest will accrue on the 2036 notes (i)from (and including) the date of issuance to (but excluding)March25, 2035 (the “2036 notes Call Date” and, together with the 2029 notes Call Date and the 2036 notes Call Date, the “fixed-to-floatingrate notes Call Dates”), at a rate of 5.525% per annum and (ii)from (and including) the 2036 notes Call Date at a floating rate equal to the SOFR Index Average,reset quarterly, plus 1.610% per annum, subject to the Minimum Rate. Interest will accrue on the floating rate notes from (and including) the date of issuance at a floating rate equal to the SOFR Index Average, reset quarterly, plus 1.010% per annum, subject to the Minimum Rate. The Issuer will payinterest on the 2029 notes semi-annually in arrear on March25 and September25 in each year, commencing on September25, 2025, until (and including) the 2029 notes Call Date, and thereafter, quarterly in arrear on June25, 2028, September25, 2028, December25, 2028 and March25, 2029. The Issuerwill pay interest on the 2031 notes semi-annually in arrear on March25 and September25 in each year, commencing on September25, 2025, until (and including) the 2031 notes Call Date, and thereafter, quarterly in arrear on June25, 2030, September25, 2030, December25, 2030 and March25, 2031.The Issuer will pay interest on the 2036 notes semi-annually in arrear on March25 and September25 in each year, commencing on September25, 2025, until (and including) the 2036 notes Call Date, and thereafter, quarterly in arrear on June25, 2035, September25, 2035, December25, 2035 andMarch25, 2036. The Issuer will pay interest on the floating rate notes quarterly in arrear on March25, June25, September25, and December25 in each year, commencing on June25, 2025. You will receive interest payments on your notes only in cash. In the event that SOFR Index Average ceases to becalculated or administered for publication, the Issuer may select a SOFR Benchmark Replacement (as defined herein) and the manner in which the Floating Interest Rate (as defined herein) on the notes is calculated or determined may be varied, as described in this prospectus supplement. See “Descriptionof Notes — SOFR Discontinuation.” The Issuer may, at its option, redeem in whole, but not in part, (i)the 2029 notes on the 2029 notes Call Date, (ii)the 2031 notes on the 2031 notes Call Date, (iii)the 2036 notes on the 2036 notes Call Date and (iv)the floating rate notes on March25, 2028 (the “floating rate notesCall Date” and, together with thefixed-to-floatingrate notes Call Dates, the “Call Dates”), in each case at 100% of their respective principal amount, plus accrued and unpaid interest to the redemption date (including Additional Amounts (as defined herein), if any). In addition, the Issuer may, at itsoption, also redeem each series of notes (i)at any time if at least 75% of the aggregate principal amount of such series of notes issued has been redeemed or purchased and cancelled, in each case at 100% of their respective principal