Green Bonds
Reoffer: 6NC5: MS+72bp / 99.459 / 3.244% 11NC10: MS+97bp / 99.215 / 3.846%
Benchmark: 6NC5: DBR 2.4 15-Nov-30 @ 99.99% / B+84.30 / HR 102% 11NC10: DBR 2.6 15-Aug-35 @ 98.06% / B+101.20 / HR 100%
6NC5: Final Books > €4.1bn. Peak book €4.4bn+ (pre-rec)
11NC10: Final Books > €3.4bn. Peak book €3.8bn+ (pre-rec)
Launched: 6NC5: €1.25bn @ MS+72bp - Book €4.4bn+ pre-rec 11NC10: €1.25bn @ MS+97bp - Book €3.8bn+ pre-rec
Book Update: Combined books €6bn+ evenly split
IPTs: 6NC5: MS+100a 11NC10: MS+125a
Issuer: ING Groep N.V.
Issuer LEI: 549300NYKK9MWM7GGW15
Issuer Ratings: A-/A+/AA- (S&P/Fitch/Scope)
Exp. Issue Ratings: Baa1/A-/A+/A+ (Moody's/S&P/Fitch/Scope)
Format: Senior unsecured, unsubordinated, RegS bearer (Category 2), New Global Note (NGN) bearer form
Use of proceeds: An amount equivalent to the net proceeds of the Notes will be used to finance and/or refinance, in whole or in part, a portfolio of green loans (the “Eligible Green Loan Portfolio”) in accordance with the relevant eligibility criteria (the “Eligibility Criteria”) as set out and amended from time to time under the ING global green funding framework (the “ING Global Green Funding Framework”). Pending the full allocation of an amount equal to the net proceeds of the Notes to the Eligible Green Loan Portfolio, ING will hold and/or invest the balance of net proceeds not yet allocated to the Eligible Green Loan Portfolio within a separate account of its treasury department, at its own discretion, in cash and/or other liquid instruments in its liquidity portfolio
Settlement Date: 10-Feb-26 (T+4)
Maturity:
6NC5 FXD-to-FRN: 10-Feb-32
11NC10 FXD-to-FRN: 10-Feb-37
Call Date:
6NC5 FXD-to-FRN: 10-Feb-31
11NC10 FXD-to-FRN: 10-Feb-36
Reoffer:
6NC5 FXD-to-FRN: MS+72bps / 3.244% / 99.459%
11NC10 FXD-to-FRN: MS+97bps / 3.846% / 99.215%
Benchmark:
6NC5 FXD-to-FRN: DBR 2.4 15-Nov-30 / 99.99%/ B+84.30 / 102%
11NC10 FXD-to-FRN: DBR 2.6 15-Aug-35 / 98.06%/ B+101.20 / 100%
Size:
6NC5 FXD-to-FRN: €1.25bn
11NC10 FXD-to-FRN: €1.25bn
ISIN:
6NC5 FXD-to-FRN: XS3291116955
11NC10 FXD-to-FRN: XS3291117763
Coupon: Fixed Annual, Actual/Actual (ICMA), unadjusted until the Optional Redemption Date. If not redeemed on the Optional Redemption Date, quarterly coupon of 3m€+[Reoffer Spread], quarterly, Actual/360, adjusted
Waiver of Set-Off: Applicable: Holders of Senior Notes cannot exercise or claim any right of set-off, netting or counterclaim in respect of amounts owed by the Issuer in respect of the Senior Notes
Optional redemption: The Issuer may elect to redeem the Notes at 100% of their nominal amount on the Optional Redemption Date, subject to prior permission by the resolution authority
Early redemption: Loss Absorption Disqualification Event, subject to prior permission by the competent authority and/or resolution authority, at par plus accrued interest
Clean-Up Call: Applicable, the Issuer may at any time, on giving not less than 15 nor more than 30 days’ notice, redeem all but not some of the Notes for the time being outstanding at an amount per Note equal to 100% of the Specified Denomination, together with interest (if any) accrued to (but excluding) the date of redemption, if, prior to the date of such notice, 75 per cent. or more in nominal amount of the Notes hitherto issued have been redeemed or purchased and cancelled
Tax Call: Applicable, upon withholding, or a change in applicable tax treatment as specified in Condition 6(b) of the terms and conditions of the DIP the Issuer may, but shall not be obliged to, on giving not less than 15 nor more than 30 days’ notice, redeem all but not some of the Notes for the time being outstanding at an amount per Note equal to 100% of the Specified Denomination, together with interest (if any) accrued to (but excluding) the date of redemption
Substitution and Variation: Applicable
Denomination: Minimum € 100,000 + € 100,000
Listing/Docs: Euronext Amsterdam, Regulated Market / Issued off the EUR 70bn Debt Issuance Programme of ING Groep N.V. and ING Bank N.V. dated 21-Mar-25, as supplemented from time to time
Governing Law: Dutch Law
ESG Structurer: ING
Joint Bookrunners: BayernLB, BBVA, BNP Paribas, Commerzbank, Crédit Agricole CIB, Deutsche Bank, ING (B&D)
Target Market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK PRIIPs KID has been prepared as not available to retail in EEA or in the UK
Fees: The banks will be paid a fee by the Issuer in connection to the transaction
Timing:
6NC5 FXD-to-FRN: TOE: 15:35 CET / 14:35 UKT – FTT: 15:55 CET / 14 :55 UKT
11NC10 FXD-to-FRN: TOE: 15:37 CET / 14:37 UKT – FTT: 15:55 CET / 14 :55 UKT
Advertisement: Base Prospectus dated 21-Mar-25, as supplemented and as available on https://ing.com/investors/fixed-income-information/debt-securities-ing-groep-nv/senior-bonds and Final Terms, when available on https://ing.com/investors/fixed-income-information/debt-securities-ing-groep-nv/senior-bonds
Use of Proceeds
To finance and/or refinance, in whole or in part, a portfolio of green loans (the “Eligible Green Loan Portfolio”) in accordance with the relevant eligibility criteria (the “Eligibility Criteria”) as set out and amended from time to time under the ING global green funding framework (the “ING Global Green Funding Framework”)