Publication of Offering Circular

Nationwide Building Society

28 September 2026

 

Publication of Offering Circular

Nationwide Building Society*

The following Offering Circular dated 28 September 2026 and prepared in connection with the issue of £750,000,000 Reset Perpetual Contingent Convertible Additional Tier 1 Capital Securities by Nationwide Building Society has been published and is available for viewing.

To view the full document, please paste the following URL into the address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/6225W_1-2026-9-28.pdf

For further information, please contact:

Nationwide Building Society

Vikas Sidhu

Head of Investor Relations and Treasury Sustainability

Telephone:        [phone]

Email:               [e-mail]

Nationwide Building Society

Nationwide House

Pipers Way

Swindon SN38 1NW

* LEI: 549300XFX12G42QIKN82

DISCLAIMER - INTENDED ADDRESSEES

IMPORTANT: You must read the following before continuing: The following applies to the Offering Circular available by clicking on the link above, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them, any time you receive any information from us as a result of such access.

THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER.  THE OFFERING CIRCULAR MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART IS PROHIBITED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.  THE SECURITIES REFERRED TO IN THE OFFERING CIRCULAR (THE "SECURITIES") AND THE CORE CAPITAL DEFERRED SHARES INTO WHICH THEY MAY CONVERT UNDER THEIR TERMS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION TO PERSONS OTHER THAN U.S. PERSONS IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

Please note that the information contained in the Offering Circular may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Offering Circular) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Offering Circular is not addressed. Prior to relying on the information contained in the Offering Circular you must ascertain from the Offering Circular whether or not you are part of the intended addressees of the information contained therein.

Confirmation of your Representation: In order to be eligible to view the Offering Circular or make an investment decision with respect to any Securities issued pursuant to the Offering Circular, you confirm that:

(1)      (i) you are a person that is outside the United States (within the meaning of Regulation S under the Securities Act), (ii) you are not a U.S. person and/or acting on behalf of a U.S. person (within the meaning of Regulation S under the Securities Act);

(2)       you are either (a) a person to whom it is lawful for this Offering Circular to be communicated and not a retail client (as defined in part 3.4 of the Financial Conduct Authority Conduct of Business Sourcebook ("COBS")) if in the United Kingdom (the "UK") or (b) outside the UK; and

(3)       you are not a retail investor in the EEA or the UK and you are otherwise a person to whom it is lawful to make the Offering Circular available in accordance with applicable laws.

By accessing the Offering Circular, you shall be deemed to have represented and confirmed the above on your behalf and that of any customers you represent.

You are reminded that the Offering Circular has been made available to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to deliver, the Offering Circular to any other person.

Neither this electronic publication nor the Offering Circular constitutes or contains any offer to sell or invitation to subscribe or make commitments for or in respect of any securities in any jurisdiction where such an offer or invitation would be unlawful.  This document is made available to you in an electronic form.  You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Nationwide Building Society, its advisers nor any person who controls any of them, nor any director, officer, employee nor agent of it or affiliate of such person, accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular made available to you in electronic format and the hard copy version available to you as set out in the Offering Circular.

Your right to access this service is conditional upon complying with the above requirement.

 

END