Commentary & Deal Flow

Book update: Books above €1.9bn (excl. JLM)

IPTs: 8NC7: MS+125a

• Issuer (Ticker): Nationwide Building Society (NWIDE)
• Issuer LEI: 549300XFX12G42QIKN82
• Offering: Senior Non-Preferred
• Issuer Rating: A1 (Moody’s) / A+ (S&P) / AA- (Fitch) (Stable / Stable / Stable)1
• Expected Issue Rating: A3 (Moody’s) / BBB+ (S&P) / A (Fitch)
• Format: Reg S (Cat 2), Bearer, NGN, TEFRA D
• Status: The Notes and any relative Coupons will constitute direct and unsecured obligations of the Issuer and, subject to the Insolvency Act (and any other Ranking Legislation), will constitute Secondary Non-Preferential Debts under the Insolvency Act (and any other Ranking Legislation), ranking pari passu and without any preference among themselves. Subject to the Insolvency Act and any other Ranking Legislation, claims in respect of principal, interest and any other amount (including, without limitation, any damages awarded for breach of the Issuer’s obligations) in respect of the Notes and any relative Coupons will, in the event of the winding up or dissolution of the Issuer (subject as otherwise provided in an Excluded Dissolution), rank as provided for Secondary Non-Preferential Debts in the Insolvency Act (and any other Ranking Legislation) - see Condition 2.2
• Tenor: 8NC7
• Size: € Benchmark
• UK Bail-in Power Acknowledgement: Applicable – see Condition 20
• Benchmark Discontinuation: Applicable
• Waiver of Set-Off: Applicable, as per the Base Prospectus – see Condition 2.2
• Redemption at the option of the Issuer: Applicable – redemption in whole (and not in part) at par at the Issuer’s sole discretion (subject to Condition 4.13) on the applicable Optional Redemption Date (Condition 4.5)
• Loss Absorption Disqualification Event Redemption: Applicable - redemption in whole (and not in part) at par at the Issuer’s sole discretion (subject to Condition 4.13) upon the occurrence of a Loss Absorption Disqualification Event (Full or Partial Exclusion) (Condition 4.4)
• Tax Event Redemption: Applicable - redemption in whole (and not in part) at par at the Issuer’s sole discretion (subject to Condition 4.13) upon the occurrence of a Tax Event (Condition 4.2)
• Substitution and Variation: Applicable – at the Issuer’s sole discretion (subject to Condition 4.13) upon the occurrence of a Tax Event or a Loss Absorption Disqualification Event (Condition 4.14)
• Pricing Date: 22-Sep-26
• Settlement Date / Issue date: 29-Sep-26 (T+5)
• Optional Redemption Date: 29-Sep-33
• Maturity Date: Interest payment date falling on or nearest to 29-Sep-34
• Initial Coupon: Fixed Rate of Interest, Annual, ACT/ACT (ICMA), Following, unadjusted
• Fixed Rate of Interest: [•]% per annum from (and including) the Settlement Date to (but excluding) the Optional Redemption Date, payable annually in arrear
• Floating Rate of Interest: If the Notes are not redeemed on the Optional Redemption Date, interest will accrue on the Notes during the Floating Rate Period at a floating rate of interest equal to the relevant Reference Rate + the Margin from (and including) the Optional Redemption Date to (but excluding) the Maturity Date, payable quarterly in arrear, ACT/360, Modified Following, adjusted
• Reference Rate: 3-month EURIBOR as determined by reference to Reuters page EURIBOR01 at 11.00 a.m. (Brussels time) on the second T2 Business Day prior to the first day of each Interest Period commencing in the Floating Rate Period (where “T2 Business Day” means a day on which T2 is open)
• Margin: [•] bps
• Denominations: €100,000 x €1,000
• Governing Law: English Law
• Listing: London Stock Exchange (main market)
• Events of Default and enforcement: Restricted – see Condition 10
• Selling Restrictions: United States (Reg S, Cat 2), TEFRA D and per the Base Prospectus. No sales into Italy. Sales in Singapore to accredited investors and institutional investors only. Canada – offers/sales into Ontario/Alberta/British Columbia only, subject to compliance with applicable law
• Documentation: Nationwide Building Society US$35,000,000,000 European Note Programme base prospectus dated 30-Jul-26 and (i) the Terms and Conditions of the Notes set out therein (the “Conditions”, and references herein to a numbered “Condition” shall be construed accordingly), and (ii) the Registration Document dated 12-Jun-26 which is incorporated by reference therein.
• Use of Proceeds: General corporate purposes, as per Base Prospectus
• Joint Lead Managers: Citigroup, HSBC, J.P. Morgan, Lloyds, NatWest
• Target Market: UK MiFIR product governance: Professional clients and eligible counterparties only (all distribution channels). No sales to EEA or UK Retail investors. No EEA PRIIPS key information document (KID) or UK PRIIPS KID/CCI product summary has been prepared as the Notes are not available to retail investors in the EEA or UK
• Clearing: Euroclear and Clearstream, Luxembourg
• ISIN / Common Code: XS3519683463 / 351968346
• Timing: Books open, today's business
• Fees: The Joint Lead Managers will be paid a fee by the Issuer in respect of the placement of the securities
• Advertisement: This communication is not a prospectus for purposes of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the FCA Handbook made in accordance with the Public Offers and Admissions to Trading Regulations 2024 or Regulation (EU) 2017/1129, and no such prospectus is required to be (or will be) prepared by the Society or the Joint Lead Managers in connection with the Notes. Prospective investors should not subscribe for any Notes except on the basis of the information in the final Base Prospectus. The final Base Prospectus will be published on the website of the Society (https://www.nationwide.co.uk/about/investor-relations/funding-programmes/emtn) once available.