Commentary & Deal Flow

Reoffer: 11NC6: MS+127bp / 99.373 / 4.120%
Benchmark: DBR 0% 15-Feb-32 @ 85.77 / B+139.1 / HR 109%

Final Books above €2.2bn. Peak book €2.45bn (pre-rec)

Launched: 11NC6: €500m @ MS+127bp - Books at €2.45bn (pre-rec)
Book Update: Books above €1.75bn
IPTs: 11NC6: MS+155a

• Issuer: Nationwide Building Society
• LEI: 549300XFX12G42QIKN82
• Securities: Fixed Rate Reset Dated Subordinated Tier 2 Notes (the “Notes”)
• Status and Subordination: The Notes and any relative Coupons will be direct and unsecured obligations of the Issuer. Subordinated Notes ranking (i) junior to all (x) Senior Claims, (y) Senior Non-Preferred Claims and (z) Subordinated Claims (if any) which rank, or are expressed by their terms to rank, in priority to claims in respect of the Notes; (ii) pari passu with themselves and other Tier 2 Capital; and (iii) in priority to claims in respect of Additional Tier 1 Capital, CET 1 Capital (including Issuer's core capital deferred shares), and any other claims which rank or expressed to rank junior in claims in respect of the Notes (including Issuer's Permanent Interest Bearing Shares)
• Waiver of set-off: Applicable
• Form: Reg S (Cat 2), Bearer, NGN, TEFRA D
• Issuer Ratings: A1/A+/AA- (Moody's/S&P/Fitch)
• Expected Issue Rating: Baa1/BBB/BBB+ (Moody's/S&P/Fitch)
• Size: €500m
• Tenor: 11NC6
• Issue Date: 09-Jun-26 (T+5)
• Optional Redemption Date/Reset Date: 09-Jun-32
• Maturity Date: 09-Jun-37
• Re-offer: MS+127bp / 99.373 / 4.120%
• Benchmark: DBR 0% 15-Feb-32 (85.77) + 139.1bps | HR 109%
• Coupon: 4% per annum, payable annually in arrear until the Optional Redemption Date, then reset to the prevailing 5-year EUR Mid-Swap Rate +127bps (“First Margin”), payable annually in arrear
• Coupon Payment Dates: 09 June each year, commencing on 09-Jun-27 up to and including the Maturity Date
• Documentation: Nationwide Building Society US$35,000,000,000 European Note Programme Base Prospectus dated 01-Aug-25 as supplemented by the Supplements dated 20-Nov-25, 16-Dec-25, 09-Apr-26 and 21-May-26 (together, the “Base Prospectus”) and the Terms and Conditions of the Notes set out therein (the “Conditions”, and references herein to a numbered “Condition” shall be construed accordingly)
• Listing: London Stock Exchange (Main Market)
• Clearing: Euroclear, Clearstream
• Optional Redemption: Applicable. The Issuer may in its sole discretion (subject to compliance with Condition 4.12) redeem all, but not some only, of the Notes then outstanding on the Optional Redemption Date at par, together with interest accrued to (but excluding) the Optional Redemption Date
• Tax Event Redemption: If a Tax Event has occurred and the Issuer cannot avoid the foregoing by taking reasonable measures available to it, then the Issuer may in its sole discretion (subject to compliance with Condition 4.12), at any time redeem all, but not some only, of the Notes at par, together with interest accrued to (but excluding) the date fixed for redemption
• Regulatory Event Redemption: If a Regulatory Event (full or partial exclusion of the Notes from the Tier 2 Capital of the Issuer) has occurred, then the Issuer may in its sole discretion, subject to compliance with Condition 4.12, at any time redeem all, but not some only, of the Notes at par, together with interest accrued to (but excluding) the date fixed for redemption
• Substitution or Variation: Upon the occurrence of a Tax Event or a Regulatory Event in respect of the Notes, the Issuer (in its sole discretion but subject to certain conditions, including Condition 4.12) may, without any requirement for the consent or approval of the Noteholders or Couponholders, either substitute all (but not some only) of the Notes for, or vary the terms of the Notes so that they remain or, as appropriate, become, Compliant Notes.
• Day-Count Fraction and Business Day Convention: Actual/Actual (ICMA), Following Business Day (unadjusted)
• Business Days: T2, London
• Denomination: EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to (and including) EUR 199,000
• Target Market: Manufacturer target market (MiFID II product governance and MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPs KID/CCI product summary has been prepared as not available to retail in EEA or UK.
• Joint Lead Managers: Barclays, BofA Securities, Citigroup and Wells Fargo Securities
• Selling Restrictions: As per Base Prospectus (Reg S (Cat 2), TEFRA D rules apply. No offers or sales or communications in or into the United States; no sales into Italy; sales in Singapore to accredited investors and institutional investors only; offers/sales into Ontario/Alberta/British Columbia only, subject to compliance with applicable law; other restrictions apply – see Base Prospectus)
• Events of Default: Applicable – See Condition 10
• Recognition of UK Bail-In Power: Applicable – See Condition 20
• Governing Law: English Law
• ISIN / Common Code: XS3393974228 / 339397422
• Timing: ToE 15h05 UKT | FTT 15h30 UKT
• Fees: The Joint Lead Managers will be paid a fee by the Issuer in respect of the placement of the Notes