Proposed re-sale of Core Capital Deferred Shares

Nationwide Building Society

17 August 2026

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "EUWA").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. NO OFFERING MEMORANDUM OR PROSPECTUS WILL BE PUBLISHED IN CONNECTION WITH THE PROPOSED RE-SALE OF THE CCDS (AS DEFINED BELOW).

THIS ANNOUNCEMENT CONTAINS ONLY LIMITED SUMMARY INFORMATION REGARDING THE PROPOSED RE-SALE TRANSACTION. BEFORE MAKING ANY INVESTMENT DECISION AND ENTERING INTO ANY TRANSACTION IN RELATION TO THE CCDS, POTENTIAL INVESTORS SHOULD TAKE STEPS TO ENSURE THAT THEY UNDERSTAND THE FULL TERMS OF THE CCDS AND THE RE-SALE TRANSACTION AND HAVE MADE AN INDEPENDENT ASSESSMENT OF THE APPROPRIATENESS OF THE RE-SALE TRANSACTION IN THE LIGHT OF THEIR OBJECTIVES. POTENTIAL INVESTORS SHOULD MAKE SURE THAT THEY HAVE SUFFICIENT INFORMATION AVAILABLE IN RELATION TO THE SOCIETY AND THE CCDS BEFORE MAKING AN INVESTMENT IN THE CCDS.

UK MIFIR PROFESSIONALS / ELIGIBLE COUNTERPARTIES-ONLY / NO EEA PRIIPS KID OR CCI PRODUCT SUMMARY / NO SALES TO RETAIL INVESTORS IN THE EEA AND THE UK / COBS 22.2 RESTRICTIONS APPLY.

Nationwide Building Society announces proposed re-sale of Core Capital Deferred Shares

17 August 2026. Nationwide Building Society ("Nationwide" or the "Society") today announces the proposed re-sale of Core Capital Deferred Shares of £1 nominal amount each (ISIN: GB00BBQ33664) ("CCDS") previously repurchased by Nationwide pursuant to its open market repurchase facility (the "OMR Facility"), subject to market conditions (the "Re-sale Transaction").

On 20 February 2023, Nationwide announced the establishment of an OMR Facility under which it may, from time to time and in its sole discretion, seek to repurchase limited numbers of the CCDS pursuant to discrete open market repurchase exercises. The objective of the OMR Facility is to enable management of Nationwide's common equity tier 1 ("CET1") position prudently and flexibly over time in the interests of its members. Nationwide conducted two repurchase exercises under its OMR Facility in 2023, repurchasing a total of 1,433,155 CCDS. All such repurchased CCDS remain in issue and are held by Nationwide on its balance sheet.

Nationwide today announces that it has mandated BofA Securities, Citi, Jefferies and UBS Investment Bank as joint lead managers (together, the "Joint Lead Managers") in connection with the Re-sale Transaction with aggregate re-sale proceeds of up to £100 million, which is c.778,000 shares (based on a secondary mid-market price of £128.5 per share on 14 August 2026, being the last trading day prior to this announcement). This excludes any amount attributable to potential future distributions (periodic investment returns).

The Re-sale Transaction will be conducted by way of a bookbuilding process managed by the Joint Lead Managers. Allocations will be made in accordance with customary allocation processes and procedures and in accordance with applicable law and regulation. Nationwide, together with the Joint Lead Managers, will consider a range of factors in determining the allocations and evaluating the outcome of the transaction, including the level and nature of demand for the CCDS and the objective of supporting an orderly secondary market in the CCDS.

If the Re-sale Transaction completes, the total number of CCDS in issue will remain unchanged, and Nationwide's holding of CCDS on its balance sheet will reduce.

The Re-sale Transaction is expected to come to market in the coming days, subject to market conditions. If the Re-sale Transaction proceeds, Nationwide intends to announce the results of the Re-sale Transaction via the Regulatory News Service provided by the London Stock Exchange plc as soon as reasonably practicable following pricing, with settlement expected to follow on the seventh London business day after pricing.

The net proceeds of any re-sale of CCDS pursuant to the Re-sale Transaction will be used to strengthen the Society's regulatory capital base and for general business purposes consistent with the Society's principal purpose as a UK building society.

MARKET ABUSE REGULATION

This announcement is released by Nationwide Building Society and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms party of UK domestic law by virtue of the EUWA ("UK MAR"), encompassing information relating to the proposed Re-sale Transaction described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Jason Wright, Group Secretary of Nationwide Building Society.

LEI of Nationwide Building Society: 549300XFX12G42QIKN82

For further information, please contact:

Vikas Sidhu

Head of Investor Relations and Treasury Sustainability

Telephone: [phone]

Email: [e-mail]

Nationwide Building Society

Nationwide House

Pipers Way

Swindon SN38 1NW

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OMR Facility

The OMR Facility provides Nationwide with the option, from time to time and in its sole discretion, to launch discrete  transactions in order to repurchase or re-sell limited numbers of CCDS, with the objective of enabling management of Nationwide's CET1 position prudently and flexibly over time in the interests of its members. The facility does not remain in continual operation. Any transaction under the OMR Facility will be time-limited and will be announced by Nationwide in its sole discretion. Nationwide does not act as a market maker in CCDS or any other securities.

DISCLAIMER AND REPRESENTATIONS BY INVESTORS

AN INVESTMENT IN THE CCDS INCLUDES A SIGNIFICANT DEGREE OF RISK. IN MAKING ANY DECISION TO PURCHASE THE CCDS, AN INVESTOR WILL BE DEEMED (A) TO HAVE SUCH BUSINESS AND FINANCIAL EXPERIENCE AS IS REQUIRED TO GIVE IT THE CAPACITY TO PROTECT ITS OWN INTERESTS IN CONNECTION WITH THE PURCHASE OF THE CCDS, (B) NOT TO HAVE RELIED ON (i) ANY INVESTIGATION THAT THE JOINT LEAD MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY PERSON ACTING ON BEHALF OF THE JOINT LEAD MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES, MAY HAVE CONDUCTED WITH RESPECT TO THE SOCIETY OR THE CCDS, OR (ii) ANY DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS ENTERED INTO WITH, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE BY THE SOCIETY OR ANY OF THE JOINT LEAD MANAGERS OR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, (C) TO HAVE MADE ITS OWN INVESTMENT DECISION REGARDING THE CCDS BASED ON ITS OWN KNOWLEDGE, INVESTIGATION AND ASSESSMENT OF THE SOCIETY, THE SOCIETY'S SUBSIDIARIES, THE TERMS OF THE CCDS AND THE TERMS OF THE PLACEMENT OF THE CCDS PURSUANT TO THE RE-SALE TRANSACTION, AND BASED ON SUCH OTHER PUBLICLY AVAILABLE INFORMATION IT DEEMS NECESSARY, APPROPRIATE AND SUFFICIENT (AND WHICH IT CONFIRMS IT HAS BEEN ABLE TO ACCESS, READ AND UNDERSTAND) AND (D) TO HAVE CONSULTED ITS OWN INDEPENDENT ADVISERS OR TO OTHERWISE HAVE SATISFIED ITSELF CONCERNING, WITHOUT LIMITATION, ACCOUNTING, REGULATORY, TAX OR OTHER CONSEQUENCES IN THE LIGHT OF ITS PARTICULAR SITUATION UNDER THE LAWS OF ALL RELEVANT JURISDICTIONS.

No action has been or will be taken by Nationwide or any of Citigroup Global Markets Limited, Jefferies International Limited, Merrill Lynch International or UBS AG London branch as Joint Lead Managers that would permit a public offer of the CCDS, or possession or distribution of this announcement or any other materials relating to the CCDS or the Re-sale Transaction in any country or jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Society and the Joint Lead Managers to inform themselves about, and to observe, any such restrictions.

Any decision to purchase any of the CCDS should only be made on the basis of an independent review by a prospective investor of the Society's publicly available information. Neither the Joint Lead Managers nor any of their respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Society's publicly available information. The information contained in this announcement is subject to change in its entirety without notice.

Each person receiving this announcement and contemplating an investment in CCDS should consult his/her professional advisers to ascertain the suitability of CCDS as an investment. For the avoidance of doubt, none of the Society or the Joint Lead Managers make any representation or warranty that they intend to accept or be bound by any of the terms herein nor shall the Society or the Joint Lead Managers be obliged to enter into any further discussions or negotiations pursuant hereto, but they shall be entitled in their absolute discretion to act in any way that they see fit in connection with the proposed Re-sale Transaction. This announcement is not an offer to sell, nor a solicitation of an offer to buy any securities and any discussions, negotiations or other communications that may be entered into, whether in connection with the terms set out herein or otherwise, shall be conducted subject to contract. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Lead Managers or by any of their respective officers, employees or agents as to or in relation to the accuracy or completeness of this announcement, or any other written or oral information made available to any interested party or its advisers and any liability therefor is hereby expressly disclaimed.

In connection with the Re-sale Transaction, the Joint Lead Managers and any of their respective affiliates acting as an investor for its own account may take up the CCDS and in that capacity may retain, purchase or sell for its own account the CCDS or any other securities of the Society or related investments, and may offer or sell the securities or other investments otherwise than in connection with the Re-sale Transaction. The Joint Lead Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, each of the Joint Lead Managers and their respective subsidiaries and affiliates may perform services for, or solicit business from, the Society or members of the Society's group, may make markets in the securities of such persons and/or have a position or effect transactions in such securities.

Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the CCDS. None of the Society or the Joint Lead Managers make any representation as to (i) the suitability of the CCDS for any particular investor, (ii) the appropriate accounting treatment and potential tax consequences of investing in the CCDS or (iii) the future performance of the CCDS either in absolute terms or relative to competing investments.

The Joint Lead Managers are acting on behalf of the Society and no one else in connection with the CCDS and neither the Society nor the Joint Lead Managers will be responsible to any other person for providing the protections afforded to their respective clients or for providing advice in relation to the CCDS.

The Society and the Joint Lead Managers intend to enter into a placing agreement setting out the terms on which the Joint Lead Managers will agree to purchase or procure purchasers for the CCDS in the Re-sale Transaction, and for which the Joint Lead Managers will be paid a commission. The Society will also agree to reimburse the Joint Lead Managers for certain of their expenses and liabilities in connection with the Re-sale Transaction.

Any allocation of the CCDS in the Re-sale Transaction is made expressly subject to the condition that any re-sale of the CCDS completes. In particular, it should be noted that any such re-sale and formal documentation relating thereto will be subject to conditions precedent and termination events, including those which are customary for such re-sale. Any such re-sale will not complete unless such conditions precedent are fulfilled and any such termination events have not taken place or the failure to fulfil such a condition precedent or the occurrence of a termination event has been waived, if applicable. The Joint Lead Managers reserve the right to exercise or refrain from exercising their rights in relation to the fulfilment or otherwise of any such condition precedent or the occurrence of any termination event in such manner as they may determine in their absolute discretion.

Potential investors who are in any doubt about the contents of this announcement should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of CCDS and the income from them can go down as well as up.

United States: The CCDS have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. Terms used above have the meanings given to them by Regulation S of the Securities Act.

Prohibition of sales to UK retail investors: The CCDS are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a "retail investor" means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the CCDS or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the CCDS or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

Prohibition of sales to EEA retail investors: The CCDS are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key information document ("KID") required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the CCDS or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the CCDS or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

COBS restriction: The CCDS are financial instruments with many complex features, and will not be a suitable or appropriate investment for all investors. The offer, sale or distribution of CCDS to certain investors, including retail investors, may be restricted or prohibited by law in certain jurisdictions. In particular, in June 2015, the UK Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "Product Intervention Instrument"). Under the rules contained in the Product Intervention Instrument and Chapter 22.2 of the FCA Handbook Conduct of Business Sourcebook ("COBS") (as such rules may be amended or replaced from time to time, the "Product Intervention Rules"), there are restrictions on the sale of 'mutual society shares' (which would include the CCDS) to retail clients (as defined in COBS 3.4) in the UK. The CCDS to be re-sold under the Re-sale Transaction are not available to retail clients (as defined in COBS 3.4) in the UK.

United Kingdom: This announcement and any other materials relating to the Re-sale Transaction are directed only at, and are intended only for, (i) persons who are outside the UK, (ii) persons in the UK who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) those persons to whom it may otherwise lawfully be distributed pursuant to the Order (all such persons together being referred to as "relevant persons"). This announcement and any other materials relating to the Re-sale Transaction is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity in relation to the CCDS pursuant to the Re-sale Transaction is available only to relevant persons and will be engaged in only with relevant persons. Any materials relating to the Re-sale Transaction must only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") would not, if the Society was not an authorised person, apply to the Society.

EEA: In the EEA, this announcement is directed only at, and the Re-sale Transaction will be available only to, persons who are "qualified investors" within the meaning of the Prospectus Regulation.

Belgium: No sales of CCDS into Belgium or via Belgian professional intermediaries.

Italy: No CCDS will be offered or sold to investors in the Republic of Italy in connection with the Re-sale Transaction.

Canada: The CCDS may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.  Any resale of the CCDS must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Singapore: This announcement and any materials relating to the CCDS or the Re-sale Transaction may not be circulated or distributed, nor may the securities of the Society be offered or sold, directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, 2001 of Singapore (the "SFA"), as modified or amended from time to time, including by any subsidiary legislation as may be applicable at the relevant time, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Sections 275 and 276 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with the conditions set forth in the SFA.

Hong Kong: CCDS may not be offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the "C(WUMP)O") or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and this announcement and any materials relating to the CCDS or the Re-sale Transaction have not been issued, and will not be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the CCDS which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO.

General: Additional offer and distribution restrictions apply in other jurisdictions. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement come are required by the Society and the Joint Lead Managers to inform themselves about, and to observe, any such restrictions.

Target market (UK MiFIR product governance): Eligible counterparties and professional clients only (all distribution channels). No PRIIPs KID or disclosure document required by DISC has been or will be prepared as the CCDS are not available to retail investors in the EEA or the UK.

No prospectus: This communication does not comprise a prospectus for either the Prospectus Regulation or the rules in the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (the "PRM") made pursuant to the UK Financial Conduct Authority's rule making powers under the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs") or otherwise. No such prospectus is required to be (or will be) prepared in connection with the Re-sale Transaction.

The Society, the Joint Lead Managers and others will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

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