NatWest美股招股说明书(2026-06-15版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities inany jurisdiction where the offer or sale is not permitted. Filed pursuant to Rule 424(b)(5)Registration No. 333-284008 Subject to CompletionPreliminary Prospectus Supplement dated June 15, 2026 PROSPECTUS SUPPLEMENT(to prospectus dated December 23, 2024) NatWest Group plc % Senior Callable Fixed-to-Fixed Reset Rate Notes due 20 The% Senior Callable Fixed-to-Fixed Reset Rate Notes due 20(the “Senior Notes”) will initially bear interest at arate of% per annum from (and including), 2026 (the “Issue Date”) to (but excluding), 20(the“Interest Reset Date”), and from (and including) the Interest Reset Date to (but excluding) maturity, at a rate per annum equal to theapplicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent (as defined herein) on the ResetDetermination Date (as defined herein), plus%. Interest on the Senior Notes will be paid semi-annually in arrearonandof each year, beginning on, 2026, to (and including) maturity. The Senior Notes will mature on,20. The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations, rankingpari passuwithoutany preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present andfuture, except such obligations as are preferred by operation of law. We may redeem the Senior Notes at our sole discretion, in whole but not in part, on the Optional Redemption Date (as definedherein), at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. Inaddition, we may redeem the Senior Notes at our sole discretion, in whole but not in part, at 100% of their principal amount togetherwith any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events,as described in this prospectus supplement and the accompanying prospectus. Any redemption or repurchase of the Senior Notes issubject to the provisions described under “Description of the Senior Notes—Conditions to Redemption and Repurchase”. Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial ownerof the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges,accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK authority which mayresult in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) theconversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or othersecurities or other obligations of NatWest Group plc or another person and/or (iii) the amendment or alteration of the maturityof the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomespayable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means ofvariation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK authority of such UK bail-inpower.Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holdersand/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, theexercise of any UK bail-in power by the relevant UK authority. By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes, to the extentpermitted by the Trust Indenture Act of 1939 as amended (the “Trust Indenture Act”), waives any and all claims against TheBank of New York Mellon acting through its London Branch as trustee (the “Trustee”) for, agrees not to initiate a suit againstthe Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains fromtaking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK authority with respect to theSenior Notes. By its acquisition of Senior Notes, each holder (including each beneficial holder) shall be deemed to have (i) consented tothe exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK authority of itsdecision to exercise such power with respect to the Senior Notes and (ii) authorised, directed and requested The DepositoryTrust Company (“DTC”) and any direct participant in DTC or other intermediary through which it holds such Senior Notes totake any and all necessary action, if required, to implement the exercise of any UK