6-K - ING Groep N.V. | StockGist

AI Analysis

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ING Groep N.V. entered into an Underwriting Agreement dated March 16, 2026, with several underwriters for the sale of US$1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 and US$1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037. A Ninth Supplemental Indenture dated March 23, 2026, supplements the Senior Debt Securities Indenture dated March 29, 2017.

Key Takeaways

1Underwriting Agreement dated March 16, 2026, with Representatives BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., ING Financial Markets LLC, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., Wells Fargo Securities, LLC

2US$1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032, callable on March 23, 2031

3US$1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037, callable on March 23, 2036

4Ninth Supplemental Indenture dated March 23, 2026, between ING Groep N.V. and The Bank of New York Mellon, London Branch as Trustee

5Securities issued under automatic shelf registration statement on Form F-3 (File No. 333-286734)

6Legal opinions from Linklaters LLP, Sullivan & Cromwell LLP, and tax counsel confirm validity

Current Report Details

Event Type

Securities Issuance

Disclosure

Voluntary

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Securities Issuance

$1.50B$1.50B$1.50B$1.50B

Transaction Details

Material Agreement

Agreement: Underwriting Agreement
Parties: ING Groep N.V., BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., ING Financial Markets LLC, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., Wells Fargo Securities, LLC as Representatives, other Underwriters named in Schedule 1

•Sale and purchase of Securities by Underwriters severally
•Public offering of Securities
•Closing at Closing Time on Closing Date

Debt / Financing

Instrument: Callable Fixed-to-Floating Rate Senior Notes
Principal: US$1,500,000,000 2032 Notes; US$1,500,000,000 2037 Notes
Rate: 4.803% (2032 Notes); 5.420% (2037 Notes) fixed period to call date then floating
Maturity: 2032 (2032 Notes); 2037 (2037 Notes)

Exhibits (7)

1.1

EX-1.1

4.1

EX-4.1

5.1

EX-5.1

5.2

EX-5.2

6-K

8.1

EX-8.1

8.2

EX-8.2