10 March 2025
NatWest Group plc
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE MARKET ABUSE REGULATION
1. NatWest Group plc (the Company) announces that conditional restricted share plan awards (RSP) and deferred awards (Deferred Awards) over ordinary shares of £1.0769* each in the Company (Shares) (ISIN: GB00BM8PJY71) have been granted on 7 March 2025 under the NatWest Group plc 2024 Employee Share Plan (the Plan) to the PDMRs set out below:
| Name of PDMR | Position of PDMR | Award | Maximum no. of Shares eligible to vest
|
| Robert Begbie | CEO, NatWest Commercial & Institutional | RSP | 278,153 |
| Deferred Award2 | 50,812 | ||
| Angela Byrne | Interim CEO, Retail Banking | Deferred Award1 | 41,094 |
| Emma Crystal | CEO, Coutts and Wealth Businesses | RSP | 217,489 |
| Deferred Award2 | 44,305 | ||
| Keiran Foad | Group Chief Risk Officer | RSP | 326,234 |
| Deferred Award2 | 57,339 | ||
| Scott Marcar | Group Chief Information Officer | RSP | 326,234 |
| Deferred Award2 | 65,761 | ||
| Katie Murray | Group Chief Financial Officer | RSP | 311,583 |
| Deferred Award2 | 65,375 | ||
| Paul Thwaite | Group Chief Executive Officer | RSP | 451,682 |
| Deferred Award2 | 97,215 | ||
| Jen Tippin | Group Chief Operating Officer | RSP | 326,234 |
| Deferred Award2 | 65,701 | ||
| The prices per Share used on the grant of the above awards were Deferred Awards1 £4.2431, Deferred Awards2 £4.5783 and RSP £3.7933. The prices are discounted to reflect the absence of dividend equivalents during the vesting period. | |||
A pre-vest performance assessment will take place for the RSP at the end of three years. Subject to this, the RSP will be eligible to vest between 2028 and 2032. Deferred Awards will be eligible to vest between 2025 and 2030.
Malus provisions will apply to each award up until vesting and clawback provisions will apply for a period of seven years from the date of grant. Such period can be extended to ten years in certain circumstances. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve-month retention period.
2. The Company announces that long term incentive awards (LTI), Deferred Awards and Buy-out Awards over Shares vested on 7 March 2025 to the PDMRs set out below. The awards were granted under the Plan between March 2019 and August 2024. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:
| Name of PDMR | Position of PDMR | Award | No. of Shares vested | No. of Shares withheld to satisfy associated tax liability
| No. of vested Shares retained |
|
Robert Begbie |
CEO, NatWest Commercial & Institutional |
LTI
| 149,999 | 75,113 | 74,886 |
| Deferred Award | 38,942 | 19,501 | 19,441 | ||
| Angela Byrne | Interim CEO, Retail Banking | Deferred Award | 15,747 | 7,413 | 8,334 |
| Emma Crystal1 | CEO, Coutts and Wealth Businesses | Buy-out Award | 41,909 | 19,727 | 22,182 |
| Keiran Foad1 | Group Chief Risk Officer | Buy-out Award | 100,196 | 47,163 | 53,033 |
| Scott Marcar1 | Group Chief Information Officer | Buy-out Award | 130,451 | 61,405 | 69,046 |
|
Katie Murray |
Group Chief Financial Officer |
LTI
| 326,943 | 153,895 | 173,048 |
|
Deferred Award
| 41,790 | 19,671 | 22,119 | ||
|
Paul Thwaite | Group Chief Executive Officer |
LTI
| 130,230 | 61,301 | 68,929 |
| Deferred Award | 30,123 | 14,180 | 15,943 | ||
| Jen Tippin1
| Group Chief Operating Officer | LTI | 144,576 | 68,053 | 76,523 |
|
Deferred Award | 97,743 | 46,009 | 51,734 | ||
| Buy-out Award | 159,985 | 75,306 | 84,679 | ||
| 1. Vested Shares retained after payment of associated tax liabilities will be subject to retention periods which mirror the retention periods applicable to the PDMR's awards granted by their previous employer. | |||||
The market price used to meet associated tax liabilities was £4.5761.
Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of twelve months, unless otherwise indicated in the table above.
3. The Company announces that Shares were delivered to PDMRs on 7 March 2025, as set out below. The Shares delivered represent payment of a fixed share allowance for the three-month period ending 31 March 2025 and have been calculated using a share price of £4.7284.
The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:
| Name of PDMR | Position of PDMR | No. of Shares delivered | No. of Shares withheld to satisfy associated tax liability | No. of Shares retained |
| Robert Begbie | CEO, NatWest Commercial & Institutional | 19,167 | 9,598 | 9,569 |
| Emma Crystal | CEO, Coutts and Wealth Businesses | 14,540 | 6,844 | 7,696 |
| Keiran Foad | Group Chief Risk Officer | 21,810 | 10,266 | 11,544 |
| Scott Marcar | Group Chief Information Officer | 21,810 | 10,266 | 11,544 |
| Katie Murray | Group Chief Financial Officer | 41,661 | 19,610 | 22,051 |
| Paul Thwaite | Group Chief Executive Officer | 61,103 | 28,761 | 32,342 |
| Jen Tippin | Group Chief Operating Officer | 21,810 | 10,266 | 11,544 |
The market price used to determine the number of Shares withheld to meet associated tax liabilities was £4.5761. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a five year period.
All of the above transactions took place on the London Stock Exchange (XLON).
* Note: the nominal value of ordinary shares without rounding is £1.076923076923077 per share
Legal Entity Identifier: 2138005O9XJIJN4JPN90
For further information contact:
NatWest Group Investor Relations
Claire Kane
Director of Investor Relations
+44 20 7672 1758
NatWest Group Media Relations
+44(0)131 523 4205
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