# NATWEST MARKETS SECURITIES INC. X-17A-5 (2026-02-13) — Broker-dealer annual report - Company: NATWEST MARKETS SECURITIES INC. - Form: X-17A-5 - Filed: 2026-02-13 - Period: 2025-12-31 - Accession: 0000808379-26-000003 - CIK: 808379 - File #: 8-37135 - Type: Broker-dealer - Material weakness: No - Auditor: ERNST & YOUNG, LLP - Auditor location: NEW YORK, NY - Contact: Ethan Babayev - Phone: 203-897-2032 - Email: ethan.babayev@natwestmarkets.com - Website: natwestmarkets.com - Signed by: Ethan Babayev (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/808379/000080837926000003/NWMSIpublic.pdf --- {0}------------------------------------------------ ![](_page_0_Picture_0.jpeg) ### NatWest Markets Securities Inc. (S.E.C. I.D. No. 8-37135) # Statement of Financial Condition as of December 31, 2025 and Report of Independent Registered Public Accounting Firm Filed pursuant to 17a-5(e)(3) Under the Securities Exchange Act of 1934 as a Public Document {1}------------------------------------------------ UNITED **STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | 0MB APPROVAL | | | | |---------------------------|---------------|--|--| | 0MB Number: | 3235-0123 | | | | Expires: | Nov. 30, 2026 | | | | Estimated average burden | | | | | hours per response 12.00 | | | | ### **ANNUAL AUDITED REPORT FORM X-17A-5** ### **PART Ill** | SEC FILE NUMBER | | |-----------------|--| | 8-37135 | | **FACING PAGE** **Information Requested of Brokers and Dealers Pursuant to Rules 17a-5, 17a-12, and lSa-7 under the Securities Exchange Act of 1934** | | FILING FOR THE PERIOD BEGINNING | 01/01/25
MM/DD/YY | AND ENDING | 12/31/25
MM/DD/YY | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|------------------------------------------------|------------|-----------------------------------------------------|--|--| | | | A. REGISTRANT IDENTIFICATION | | | | | | | NAME OF FIRM:
NATWEST MARKETS SECURITIES INC. | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
X
□ Major security-based swap participant
Broker-dealer
□ Security-based swap dealer
□ Check here if respondent is also an OTC derivatives dealer | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.)
600 WASHINGTON BOULEVARD | | | | | | | | | | (No. and street) | | | | | | | STAMFORD | CT | | 06901 | | | | | (City) | (State) | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | (Name) | Ethan Babayev | 203-897-4037
(Area Code - Telephone Number) | | ETHAN.BABAYEV@NATWESTMARKETS.COM
(Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report*
ERNST & YOUNG, LLP | | | | | | | | (Name - if individual, state last, first, middle name) | | | | | | | | | ONE MANHATTAN WEST | NEW YORK | NY | 10001 | | | | | (Address) | (City) | (State) | (Zip Code) | | | | 10/20/2003
42 | | | | | | | | | (PCAOB Registration Number, if applicable)
(Date of Registration with PCAOB)(if applicable)
FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-S(e)(l)(ii), if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {2}------------------------------------------------ ## **Table of Contents** **This filing contains (check all applicable boxes):** X (a) Statement of financial condition. X Notes to statement of financial condition. D (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income loss (os defined in§ 210.1-02 of Regulation S-X). - □ (d) Statement of cosh flows. - D (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in subordinated liabilities subordinated to claims of creditors. - □ (g) Notes to financial statements. D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. □ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. □ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. D (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. □ (t) Independent public accountant's report based on an examination of the statement of financial condition. X (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). D (z) Other: {3}------------------------------------------------ ## **Table of Contents** | | Page | |----------------------------------------------------------|------| | Report of independent registered public accounting firm | 1 | | Statement of Financial Condition as of December 31, 2025 | 2 | | Notes to Statement of Financial Condition | 3-18 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) Ernst &Young LLP 1 Manhattan West New York, NY 10001 Tel: +1 212 773 3000 Fax: +1212773 6350 ey.com ### **Report of Independent Registered Public Accounting Firm** To RBS Holdings USA Inc. and the Board of Directors of NatWest Markets Securities Inc. #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of NatWest Markets Securities Inc. (the Company) as of December 31, 2025 and the related notes ( the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company at December 31, 2025, in conformity with U.S. generally accepted accounting principles. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company's auditor since 2016. February 13, 2026 {5}------------------------------------------------ ## **Statement of Financial Condition** as of December 31, 2025 | | Sm | |----------------------------------------------------------------------------------------------------------------|--------| | Cash and cash equivalents | 56 | | Cash and securities segregated under federal and other regulations | 11 | | Receivables from brokers, dealers, and other institutions | 53 | | Receivables from customers | 6 | | Securities purchased under agreements to resell and other collateralized financing arrangements, at fair value | 19,828 | | Financial instruments owned, at fair value (\$5,048 million pledged as collateral) | 5,659 | | Accrued interest receivable | 65 | | Other assets | 57 | | Total assets | 25,735 | | Debt securities in issue, at fair value | 173 | | Short-term borrowings | 716 | | Payables to brokers, dealers, and other institutions | 299 | | Payables to customers | 60 | | Securities sold under agreements to repurchase, at fair value | 21,887 | | Financial instruments sold, but not yet purchased, at fair value | 1,683 | | Accrued interest payable | 23 | | Other liabilities | 91 | | Total liabilities | 24,932 | | Subordinated liabilities | 370 | | Common stock, par value \$1 per share, 10,000 shares authorized, 8,000 shares issued and outstanding | | | Additional paid-in capital | 814 | | Retained earnings (deficit) | (380) | | Accumulated other comprehensive income (loss) | (1) | | Total stockholder's equity | 433 | | Total liabilities and stockholder's equity | 25,735 | The accompanying notes are an integral part of this statement of financial condition. {6}------------------------------------------------ #### **1. Organization and nature of business** NatWest Markets Securities Inc. (" NWMSI" or the "Company") is a wholly owned subsidiary of RBS Holdings USA Inc. (" RBSHI"). RBSHI is a wholly owned subsidiary of NatWest Markets Group Holdings Corporation (" NWMGH "). NWMGH is a subsidiary of NatWest Markets Pie ("NWM Pie"), which provides global market access, financing, risk management and trading solutions to primarily global corporate and institutional clients. NWM Pie is a wholly owned subsidiary of NatWest Group pie (" NWG"). NWMSI is a registered broker-dealer and a registered Futures Commission Merchant (" FCM ") and, accordingly, is subject to the minimum net capitol requirements of the U.S. Securities and Exchange Commission ("SEC") and the U.S. Commodity Futures Trading Commission ("CFTC"). NWMSI is a primary dealer of U.S. Government securities and is principally engaged in the purchase, sole, and financing of U.S. Treasury, U.S. Government Agency debentures, U.S. Government Agency mortgage-bocked securities, corporate debt, and the execution and clearance of exchange traded futures contracts and options on futures contracts. **NWMSI** also executes and clears Chicago Mercantile Exchange ("CME") futures and options as necessary in relation to the Company's and its affiliates' house futures business. **NWMSI** transacts primarily with global corporate, institutional counterporties and government sponsored entities. #### **2. Operating segment** **NWMSI** engages in a single line of business as a securities brokerdealer which is comprised of products that ore disclosed in the above footnote. **NWMSI** hos identified its Boord of Directors as the chief operating decision maker ("CODM "), who uses net income to evaluate the results of the business including budgeting of profit and loss to manage the Company. Additionally, the CODM uses excess net capitol, which is not a measure of profit and loss, to make operational decisions while maintaining capitol adequacy. NWMSl's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of **NWMSI** as a whole. Segment assets con be found in the statement of financial condition. The accounting policies used to measure the profit and loss of the segment ore the some as those described in the significant accounting policies. ### **3. Significant accounting policies Basis of presentation / use of estimates** This statement of financial condition hos been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") that require management to make estimates and assumptions regarding compensation expense accruals, tax provision calculations including valuation allowance for deferred tax assets, provision for losses that may arise from litigation or regulatory matters, and other items that affect the statement of financial condition and related disclosures. These estimates and assumptions ore based on judgment and available information and, consequently, actual results could be materially different from these estimates. ### **Cash and cash equivalents** NWMSI hos defined cash equivalents as highly liquid investments including money market funds, federal funds sold and time deposits with original maturities of three months or less. Substantially all cash is on deposit with major money center banks. At December 31, 2025, there were no cash equivalents. #### **Receivables from and payables to brokers, dealers, other institutions, and customers** Receivables from brokers, dealers, and other institutions primarily include amounts receivable for securities not delivered by the Company to a purchaser by the settlement dote ("foils-todeliver"), clearing deposits and cash margin receivable on financing transactions. Payables to brokers, dealers, and other institutions primarily include net payables from unsettled trodes, cash margin payable on financing transactions, and amounts payable for securities not received by the Company from a seller by the settlement dote ("foils-to-receive"). Receivables from customers primarily include cash margin receivable on financing transactions. Payables to customers primarily include amounts payable for securities not received by the Company from a customer by the settlement dote ("receiveversus-poyment") and cash margin payable on financing transactions. Receivables and payables arising from unsettled securities transactions that hove not reached their contractual settlement dote ore recorded net in the statement of financial condition. The Company reserves for receivables from brokers, dealers, and other institutions and from customers when the receivable is no longer believed to be collectible. Receivables and payables arising from foils-to-del iver, foils-to-receive, delivery-versus-payment, and receive-versus-payment transactions ore presented on a net basis, by security and counterporty. #### **Debt securities in issue** **NWMSI** hos issued senior unsecured debt to fund its liquidity needs and hos elected to fair value the debt at initial recognition. The debt issuances con be sold in the secondary markets and, as such, the fair value is determined based on observed prices for similar instruments. The observed market price of these instruments reflects the effect of changes to Company's credit spreads and market interest rotes. The change in fair value attributable to credit risk is recognized in accumulated other comprehensive income (loss) within the statement of financial condition. Interest rote exposure on the debt issued is hedged with U.S. Government obligations and ore recorded in financial instruments owned, at fair value in the statement of financial condition. The fair value option was elected on the debt issued in order to minimize profit and loss volatility when measured together with the change in value of the U.S. Government obligations hedging the interest rote exposure on the debt. {7}------------------------------------------------ ### **3. Significant accounting policies continued Collateralized financing arrangements** Collateralized financing transactions, including securities purchased under agreements to resell, securities borrowed and securities sold under agreements to repurchase, are carried at fair value under the fair value option which aligns economics of the transactions with other trading financial instruments owned or financial instruments sold, but not yet purchased. Securities subject to securities purchased under agreements to resell and securities sold under agreements to repurchase are principally U.S. Government obligations, U.S. Government Agency debentures and U.S. Government Agency mortgage-backed securities. Principal and accrued interest amounts are presented on a net basis when permitted under U.S. GAAP. It is generally NWMSl's policy to obtain collateral with a market value equal to or in excess of the principal amount loaned under collateralized financing arrangements. Collateral is valued daily and NWMSI may require counterparties to deposit additional collateral or return pledged collateral when appropriate. Securities subject to securities borrowed arrangements are primarily U.S. Government obligations and U.S. Government Agency debentures. Interest is accrued at the stipulated contract rate. NWMSl's policy is to monitor the value of the securities borrowed on a daily basis and to obtain additional collateral as is necessary. Collateralized financing arrangements are generally valued based on inputs with reasonable levels of price transparency and are generally classified within Level 2 of the fair value hierarchy described below. The fair value is derived using valuation techniques incorporating the projected cash flows and the prevailing market repo rotes. #### **Financial instruments** Regular-way securities transactions are recorded in the statement of financial condition on trade date and measured at fair value. Fair value is based generally on quoted market prices or dealer price quotations. To the extent that prices are not readily available, fair value is based on either internal valuation models or management's estimate of amounts that could be realized under current market conditions, assuming an orderly liquidation over a reasonable period of time. #### **Fair value measurements** Fair value is defined as the price that could be received in an asset sale or paid to transfer a liability in an orderly transaction between market participants at the measurement date. #### **Control environment** The independent price verification ("IPV") process is a key element of the control environment over the determination of the fair value of financial instruments. Valuations are first performed by the business which entered into the transaction. Such valuations may be directly observable from available prices or may be derived using a model and variable inputs. These valuations are reviewed and, if necessary, amended by a team independent of those trading the financial instruments in light of available pricing evidence. Monthly meetings are held between the business and the support functions to discuss the results of the IPV process. The IPV control includes formalized reporting and escalation of any valuation differences in breach of established thresholds. All material methodology changes require review and ratification by a global IPV committee. This committee includes members representing several independent review functions including market risk and finance. #### **Valuation hierarchy** The accounting guidance for fair value measurements establishes a framework for measuring fair value using a three level hierarchy based upon the market observability and reliability of inputs used to value assets and liabilities and requires enhanced disclosures about fair value measurements. Fair value measurement accounting guidance does not dictate when fair value should be the basis to account for a financial instrument, nor does it prescribe which valuation technique should be used. An entity is required to choose appropriate valuation techniques based upon market conditions, availability, reliability and observability of valuation inputs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value based upon the transparency and observability of such inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 - Valuations are based upon unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 - Valuations are based upon either quoted prices for the same or like asset or liability in markets that are not active, or significant model inputs all of which are observable, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - Valuations are based upon prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Such inputs reflect management's own assumptions that the Company believes would be used by market participants in valuing the asset or liability but that are unobservable. The level which a financial instrument is categorized under the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement in its entirety. NWMSI reviews its fair value hierarchy classifications periodically and changes in the observability of valuation inputs and in their significance which may result in a transfer between fair value hierarchy level categories. {8}------------------------------------------------ ### **3. Significant accounting policies continued Leases** In instances where NWMSI is a lessee under an operating lease with an original term of greater than 12 months, the Company records a right of use asset ("RUA") and a corresponding lease liability which are recorded in other assets and other liabilities, respectively. The RUA and corresponding lease liability are determined as the present value of the consideration to be paid attributable to the lease components in the underlying contract, at inception. The RUA is assessed for impairment based on factors from the local corporate rental market and the Company's use of its office space. The discount rate used is determined based on the Company's incremental borrowing rate at the commencement of the lease. When a lease grants an extension option, NWMSI would not factor the renewal option period into the calculation of a RUA or lease liability unless such option is reasonably certain to be exercised at the lease commencement date. Furthermore, the Company elects not to segregate certain non-lease components when recording the RUA or lease liability. #### **Litigation and other matters** NWMSI is involved, from time to time, in reviews, investigations and proceedings (both formal and informal) regarding its businesses, certain of which may result in judgments, settlements, fines, penalties or other injunctions. **NWMSI** recognizes a contingent liability in other liabilities in the statement of financial condition when it is probable that a liability has been incurred and when the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, NWMSI accrues the most likely amount of such loss, and if such amount is not determinable, NWMSI accrues the minimum of the range of probable loss. The determination of the outcome and loss estimates requires significant judgment on the part of management. In many instances, it is not possible to determine the degree to which any loss is probable or reasonably estimable. #### **Income taxes** NWMSI is included in the consolidated federal and certain combined state income tax returns of NWMGH. In addition, the Company files returns on a separate company basis in certain jurisdictions as required. The Company's federal and certain combined state income taxes are calculated as if the Company filed a separate return and any tax attributes are utilized according to the combined return as filed, as opposed to a standalone calculation. The current federal and deferred federal and state provision/benefit from income taxes reflected in the statement of financial condition is settled monthly. The current state tax payables/receivables as per the combined state returns are settled monthly. NWMSl's deferred income taxes are provided based upon the net tax effects of temporary differences between the U.S. GAAP and tax bases of assets and liabilities. In addition, deferred income taxes are determined using the enacted tax rates and laws which are expected to be in effect when the related temporary differences reverse. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, a valuation allowance has been recorded for the portion of the deferred tax asset that more likely than not will not be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income are reduced or increased and additional weight may be given to subjective evidence such as our projections for growth. NWMSI recognizes tax positions in the statement of financial condition only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the statement of financial condition. ### **Compensation plan** In line with regulatory requirements applying to NWG, a predefined amount of variable compensation will be paid in the current year with the remaining award to be deferred over a period of up to 50 months from the reporting date. Multiple payments are made to employees over the deferral period which will be settled in NWG equity shares or cash. Granted awards may be subject to forfeiture and clawback at the discretion of the NWG Board of Directors' or the NWG Remuneration Committee. NWMSI recognizes compensation expense for each payment as if it was a separate award with a separate service period. The overall cost of each payment is measured at fair value as of the grant date, which may coincide with the end of the service period as a result of the clawback provision. At each reporting date, NWMSI estimates the fair value of each payment by utilizing the quoted market price for NWG equity shares. NWMSI does not expect to reimburse or receive payment from NWG for any increase or decrease in the value of the NWG equity shares. Recognition of additional compensation expense attributable to appreciation of NWG equity shares is accounted for as a capital contribution and decreases in compensation expense attributable to a decrease in the value of NWG equity shares are accounted for as a reduction of capital. NWMSI accrues compensation expense on a straight-line basis over the applicable service period for the fair value of each respective payment, less a provision for forfeitures. Management utilizes historical data to estimate the impact of forfeitures. The ultimate impact of forfeitures may materially differ from management's estimate. Employees in certain roles of the Company may be eligible for Role Based Allowances ("RBA") which are payable in cash and/or NWG equity shares. RBA is fixed compensation that settles in cash and/or the appropriate quantity of NWG equity shares which have an aggregate market value on RBA payment date equal to the RBA installment. NWMSI accrues compensation expense on a straight-line basis over the period the RBA is in effect. {9}------------------------------------------------ ### 3. Significant accounting policies continued Credit Losses Each reporting period, the Company assesses assets not carried at fair value and off balance sheet credit exposures for credit losses in conjunction with the Current Expected Credit Loss ("CECL") model. The CECL model requires the Company to estimate expected credit losses over the contractual term of its financial assets as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. In general, the assets that are not carried at fair value in the statement of financial condition include; cash, cash segregated under federal and other regulations, receivables from brokers, dealers, and other institutions, and receivables from customers. As a result of the daily settlement or short term nature of receivables, the amount of unsettled credit exposures is limited to the amount owed to the company for a very short period of time. The Company continually reviews the credit quality of its counterparties and has not experienced any significant defaults. As a result, the Company has not recorded a credit loss allowance on these assets not carried at fair value. #### Recent accounting pronouncements In December 2023, the Financial Standards Accounting Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid disaggregated by jurisdiction, in addition to certain other amendments intended to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this accounting standard on January 1, 2025, which expanded the income tax disclosures beginning with this statement of financial condition and it did not have an impact on the Company's financial results. #### 4. Cash and securities segregated under federal and other regulations Under the provisions of SEC Rule 15c3-3, as of December 31 , 2025, "qualified securities" (as defined under SEC Rule 15c3-3) with a fair value of \$29 million have been segregated for the exclusive benefit of customers and qualified securities with a fair value of \$1 million have been segregated for the exclusive benefit of accounts of brokers. Of the qualified securities, securities with a fair value of \$3 million are included in cash and securities segregated under federal and other regulations in the statement of financial condition. Additionally, securities received as collateral from securities purchased under agreements to resell transactions with a fair value of \$27 million have been segregated under federal and other regulations. As a FCM, **NWMSI** is required to segregate funds in segregated funds accounts (under Section 4d(2) of the Commodity Exchange Act ("CEA")) and secured funds held in separate accounts (under CFTC Regulation 30.7) and cleared swap customer accounts (under 4D(F) of the CEA). As of December 31, 2025, for these purposes, \$8 million is held in accounts at a clearing organization and reflected in the statement of financial condition as cash and securities segregated under federal and other regulations. #### 5. Securities purchased/sold under agreements to resell/repurchase and other collateralized financing agreements The Company enters into various collateralized financing transactions to, among other things, acquire securities to cover short positions, to settle other securities obligations, and to finance the Company's long inventory positions. The table below summarizes the type of collateralized financing arrangements, all of which are carried at fair value, reported in the statement of financial condition at December 31, 2025: | Assets | Sm | |-------------------------------------------------|--------| | Securities purchased under agreements to resell | 9,985 | | Securities borrowed | 9,843 | | | 19,828 | | Liabilities | | | Securities sold under agreements to repurchase | 21,887 | In order to manage credit exposure arising from such transactions, the Company enters into master netting agreements and collateral agreements with counterparties that provide the Company the right to net a counterparty's rights and obligations under such agreement and liquidate and setoff collateral against the net amount owed by the counterparty in the event of a counterparty default, such as bankruptcy or a counterparty's failure to pay or perform. The Company generally takes possession of securities purchased under agreements to resell and securities borrowed and receives securities and cash posted as collateral with the right to rehypothecate. In certain cases, the Company may agree for such collateral to be posted to a third party custodian under a tri-party arrangement that enables the Company to take control of such collateral in the event of a counterparty default. The Company also continuously monitors the fair value of the transactions' underlying securities as compared with the related receivable or payable including accrued interest and requests additional collateral as provided under the applicable agreement to ensure such transactions are adequately collateralized. {10}------------------------------------------------ #### 5. Securities purchased/sold under agreements to resell/repurchase and other collateralized financing agreements continued The following table summarizes the offsetting of these instruments and related collateral amounts: | | | | Net amounts of | | | |-------------------------------------------------|---------|---------------|--------------------|---------------|----------| | | | Amounts | assets/liabilities | Amounts not | | | | | offset in the | presented in the | offset in the | | | | | Statement of | Statement of | Statement of | | | | Gross | Financial | Financial | Financial | Net | | | amounts | Condition | Condition | Condition (ll | exposure | | Assets | Sm | Sm | Sm | Sm | Sm | | Securities purchased under agreements to resell | 29,746 | (19,761) | 9,985 | (9,939) | 46 | | Securities borrowed | 9,843 | | 9,843 | (9,567) | 276 | | | | | | | | | Liabilities | | | | | | | Securities sold under a9reements to reeurchase | 41,648 | (19,761) | 21,887 | (21,886) | 1 | |------------------------------------------------|--------|----------|--------|----------|---| | | | | | | | Note: (1) Amounts relate to transactions under master netting agreements and collateral agreements which have been determined by the Company to be legally enforceable in the event of default but where certain other criteria are not met in accordance with applicable offsetting accounting guidance. NWMSI pledges collateral in conjunction with its securities sold under agreements to repurchase. At December 31, 2025, \$41,584 million of the Company's securities sold under agreements to repurchase were collateralized with U.S. Government obligations, U.S. Government Agency debentures and U.S. Government Agency mortgage-backed securities. All of the securities sold under agreements to repurchase had maturities of six months or less. At December 31, 2025, \$39,474 million of the Company's securities purchased under agreements to resell and securities borrowed were collateralized with U.S. Government obligations, U.S. Government Agency debentures and U.S. Government Agency mortgagebacked securities. Securities purchased under agreements to resell and securities borrowed with maturities of 6 months or less amounted to \$39,306 million, with the remaining transactions having maturities up to 17 months. The Company has two committed secured lines of credit with third parties totaling S900 million. The facilities would be collateralized primarily with U.S. Government obligations, if drawn, but neither facility was drawn as of December 31, 2025. In order to comply with the financial covenants of the agreements, the Company must maintain certain capital and leverage ratio requirements. Included in the above collateralized financing arrangements, NWMSI enters into bilateral and centrally cleared transactions. NWMSI is also engaged as a sponsor of client collateralized financing agreements clearing through the Fixed Income Clearing Corporation ("FICC"), a central clearing counterparty. #### 6. Receivables and payables from/to brokers, dealers, and other institutions The following table represents NWMSl 's receivables and payables from/to brokers, dealers and other as of December 31, 2025: | | Assets | Liabilities | |---------------------------------------|--------|-------------| | | Sm | Sm | | Unsettled trades | | 256 | | Cash margin receivable/payable | 8 | 30 | | Securities failed-to-deliver/receive | 25 | 12 | | Clearing deposits | 18 | | | Broker receivables/payables and other | 2 | 1 | | | 53 | 299 | {11}------------------------------------------------ #### 7. Receivables and payables from/to customers The following table represents NWMSl's receivables and payables from/to customers as of December 31, 2025: | | Assets | Liabilities | |---------------------------------|--------|-------------| | | Sm | Sm | | Delivery/receive versus payment | | 50 | | Cash margin receivable/payable | 6 | 10 | | | 6 | 60 | #### 8. Financial instruments The following table presents NWMSl's financial instruments owned, at fair value, including those pledged as collateral, and financial instruments sold, but not yet purchased, at fair value, as of December 31, 2025: | | Assets | Liabilities | |-------------------------------------|--------|-------------| | | Sm | Sm | | U.S. Government obligations | 5,240 | 1,558 | | U.S. Government Agency debentures | 347 | 17 | | Corporate debt securities and other | 72 | 108 | | | 5,659 | 1,683 | #### 9. Fair value measurements NWMSl's assets and liabilities that are recorded at fair value have been categorized pursuant to a fair value hierarchy. See Note 3 for additional information regarding the fair value hierarchy. In determining fair value, NWMSI separates financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value into categories (U.S. Government obligations, U.S. Government Agency debentures, and Corporate debt securities and other). Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. At December 31, 2025, all of NWMSl's securities are classified within Level 1 or 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternate pricing sources with reasonable levels of price transparency. The types of instruments valued based on quoted market prices in active markets include primarily U.S. Government obligations and U.S. Government Agency debentures. Such instruments are principally classified as Level 1. The types of instruments that trade in markets that are not considered to be active, but are valued based on quoted market prices, broker or dealer quotations, or alternate pricing sources with reasonable levels of price transparency include Corporate debt securities. These instruments are classified as Level 2. {12}------------------------------------------------ #### 9. Fair value measurements continued The following table presents NWMSl's assets and liabilities that are measured at fair value on a recurring basis as of December 31 , 2025 by financial statement line item caption, type of instrument, and level within the fair value hierarchy: | | Level 1 | Level 2 | Total | |------------------------------------------------------------------------------------|---------|---------|--------| | Assets | Sm | Sm | Sm | | 1
Securities segregated under federal and other regulations 1
1 | 3 | | 3 | | Securities purchased under agreements to resell and other collateralized financing | | | | | arrangements, at fair value | | 19,828 | 19,828 | | Financial instruments owned, at fair value: | | | | | U.S. Government obligations | 5,240 | | 5,240 | | U.S. Government Agency debentures | 347 | | 347 | | Corporate debt securities and other | | 72 | 72 | | Total financial instruments owned, at fair value | 5,587 | 72 | 5,659 | | Total assets at fair value | 5,590 | 19,900 | 25,490 | | | | | | | Liabilities | | | | | Debt securities in issue, at fair value | | 173 | 173 | | Securities sold under agreements to reeurchase, at fair value | | 21,887 | 21,887 | | Financial instruments sold, not yet purchased, at fair value | | | | | U.S. Government obligations | 1,558 | | 1,558 | | U.S. Government Agency debentures | 17 | | 17 | | Corporote debt securities and other | | 108 | 108 | | Total financial instruments sold, not yet eurchosed, at fair value | 1,575 | 108 | 1,683 | | Total liabilities at fair value | 1,575 | 22,168 | 23,743 | Note: (1) This populat ion consists of U.S. Government obligat ions. ### Financial instruments not carried at fair value The following table presents the carrying values and estimated fair values of certain financial assets and liabilities that are not measured at fair value as of December 31 , 2025, including their classification within the fair value hierarchy: | | Carrying | Estimated Fair Value | | | | |----------------------------------------------------------|----------|----------------------|---------|---------|-------| | | Value | Level 1 | Level 2 | Level 3 | Total | | Assets | Sm | Sm | Sm | Sm | Sm | | Cash and cash equivalents | 56 | 56 | | | 56 | | Cash segregated under federal and other regulations | 8 | 8 | | | 8 | | Receivables from brokers, dealers and other institutions | 53 | | 53 | | 53 | | Receivables from customers | 6 | | 6 | | 6 | | Accrued interest receivable | 65 | | 65 | | 65 | | Other assets | 33 | 11 | 31 | 3 | 45 | | | | | | | | | Liabilities | | | | | | | Short-term borrowings | 716 | | 716 | | 716 | | Payables to brokers, dealers and other institutions | 299 | | 299 | | 299 | | Payables to customers | 60 | | 60 | | 60 | | Accrued interest payable | 23 | | 23 | | 23 | | Other liabilities | 91 | | 91 | | 91 | | Subordinated liabilities | 370 | | 378 | | 378 | Generally, the carrying value of the Company's assets and liabilities in the table above approximates fair value due to the relatively short-term nature of the instruments. {13}------------------------------------------------ #### **10. Risk management** As a participant in the government securities and credit markets, NWMSI is exposed to various risks that arise in the normal course of its business. The risks to which NWMSI are subject include market, credit, operational, legal, regulatory and financial control risks. NWMSI monitors and controls its risk exposures on a daily basis through financial , credit and market risk management monitoring systems that are independent of the front office. Accordingly, NWMSI believes that it has effective procedures for evaluating and limiting, where possible, the market, credit, operational and other risks to which it is subject. NWMSl's Board of Directors and senior management have an active role in the risk management process. Their oversight responsibility is discharged through documented policies, procedures, and controls, and through governance forums where the relevant business and function representatives participate. These forums include, but are not limited to the Board of Directors, NatWest Markets US Management Committee, NatWest Markets US Asset and Liability Committee, the Underwriting Commitments Committee, the Business Taxonomy & Transaction Approval Policy ("BTTAP"), Change Risk Review ("CRR") Process, and the Credit Approval Process. In addition, the Company's risk management practices are subject to periodic review by the Company's internal auditors and risk management team. #### **Market risk** Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, implied volatilities, or other market factors, such as liquidity, will result in market value losses for a position or portfolio. The Company's exposure to market risk is affected by the characteristics of the markets in which the Company participates. Market risk is monitored daily and controlled through risk limits, position limits, management oversight, stress testing and regular independent pricing reviews. The Company attempts to control its market risk exposures through hedging strategies and a wide variety of quantitative and qualitative monitoring and analytical review mechanisms, including Value-at-Risk measures. #### **Credit risk** Credit risk arises from the potential that a counterparty to a transaction with the Company or an issuer of securities or underlying instruments held by NWMSI might fail to perform under its contractual obligations, which could result in NWMSI incurring losses. The Company controls credit risk by monitoring counterparty credit exposures and haircut and collateral values on a daily basis, following an established credit approval process (which includes reviewing the financial health of counterparties at inception of the relationship with the Company), and, on an ongoing basis, requiring collateral to be deposited with the Company or haircut levels to be adjusted when deemed necessary. Collateral held is most often in the form of U.S. Government obligations, U.S. Government Agency debentures, U.S. Government Agency mortgage-backed securities or cash. The Company has established credit limits for issuers and counterparties that are also monitored on a daily basis. The Company further reduces credit risk, where appropriate, by entering into enforceable netting agreements and arrangements that enable the Company to terminate the agreement or reset specific contractual terms upon the occurrence of certain events or time periods. #### **Concentrations of credit risk** Concentrations of credit risk arise when a number of customers or counterparties are engaged in similar business activities or activities in the same geographic region, or when they have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. The Company's credit concentrations may arise from trading, underwriting and financing activities. The Company monitors credit risk on both an individual issuer and group counterparty basis, as well as by sector. The Company is engaged in various activities serving a diverse group of corporate and institutional investors. A substantial portion of the Company's transactions are executed with financial institutions that include broker-dealers, commercial banks, money managers and insurance companies. The Company's exposure to credit risk can be directly impacted by political, industry, and economic factors including volatile trading markets which may impair counterparties' ability to satisfy their obligations to the Company. The Company's largest concentration of credit risk and issuer risk relates to securities issued by the U.S. Government and U.S. Government Agencies. At December 31, 2025, financial instruments owned that were obligations of the U.S. Government or U.S. Government Agencies represented approximately 99% of the Company's financial instruments owned, at fair value. At December 31, 2025, substantially all of the Company's securities purchased under obligations to resell and other collateralized financing arrangements, at fair value were collateralized by such obligations, after any netting. #### **Other risks** Non-financial risks including operational, legal, regulatory and financial control risk relate to losses the Company may incur due to items such as the failure in execution and settlement of securities transactions, deficiencies in legal documentation or compliance, or inadequacies in financial control systems. Operational risk is managed through the creation and monitoring of key risk indicators, the oversight of the risk control environment through End-to-End Risk & Control Self-Assessments ("RCSAs") and other assurance activities, escalation procedures for risk events, the promulgation of documented policies, risk standards, tool kits and operating procedures, and information systems that monitor and track operational risk issues. New products and significant change are risk assessed and approved via the BTTAP and CRR processes. Legal and regulatory risk is managed through the assistance of the in-house Legal and Compliance Department staffed with experienced attorneys and compliance professionals knowledgeable in the Company's areas of business. NWMSl's inhouse lawyers and compliance professionals work closely with {14}------------------------------------------------ #### 10. Risk management continued the business on significant transactions, develop, maintain and utilize standard transaction documentation, obtain assistance and advice from experienced outside counsel as needed, and establish and communicate to employees and their supervisors, written policies and procedures for the proper conduct of business in accordance with applicable law, regulation and NWMSI policy. NWMSI seeks to minimize financial control risk through the segregation of responsibility for key functions involved in the gathering, analysis, and presentation of financial information, documented policies and procedures that establish authorized signatories and approvers for various key financial control activities, use of external resources for price verification, and multiple reconciliation and confirmation processes performed at regular intervals. ### 11. Debt securities in issue NWMSI has issued senior unsecured debt to fund its liquidity needs. At December 31, 2025, NWMSI had the following debt securities in issue, at fair value set forth below with third parties: | | | | Total Debt | Weighted | |------------------------|-------------|--------------------|------------|----------| | | Outstanding | Fair Value | Securities | Average | | | | Balance Adjustment | in Issue | Interest | | | Sm | Sm | Sm | Rates | | Maturing within 1 year | 95 | (1) | 94 | 3.67% | | Maturing in 3-5 years | 80 | (1) | 79 | 3.99% | | | 175 | 2 | 173 | | #### 12. Short-term borrowings In addition to obtaining short-term secured financing through the repurchase and securities lending markets and available secured lines of credit, NWMSI can obtain short-term unsecured financing from NWMGH and NWM Pie. At December 31, 2025, borrowing was available to the Company from NWM Pie pursuant to a \$1,100 million committed unsecured revolving credit facility with a maturity date of October 31, 2026. At December 31, 2025, NWMSI had the following short-term borrowings with maturities of one month or less. | | | Weighted | |--------------------------------------|-----|----------| | | | Average | | | | Interest | | | Sm | Rates | | NatWest Markets Pie | 700 | 4.02% | | NatWest Markets Group Holdings Corp. | 16 | 4.02% | | | 716 | | ### 13. Subordinated liabilities At December 31, 2025, NWMSI had \$370 million of subordinated liabilities with NWM Pie which had an interest rate that fluctuates with the Secured Overnight Financing Rate ("SOFR"). The agreement includes a one-year auto extension feature if not called 13 months in advance of the maturity date. The current scheduled maturity is in December 2027. The liabilities are subordinated to the claims of general creditors of the Company and have been approved by the Company's regulators as regulatory capital. These subordinated liabilities are included by the Company in computing regulatory net capital. To the extent that the borrowings are required for NWMSl 's continued compliance with minimum net capital requirements, they may not be repaid. ### 14. Commitments and contingencies Leases and related commitments NWMSI has three non-cancelable operating lease commitments, principally for office space, that expire between 2028 and 2032 which have a weighted average remaining maturity of approximately five years. At December 31, 2025, the RUA and corresponding lease liability were approximately \$21 million and \$31 million, respectively, which are reported in other assets and other liabilities and discounted at a weighted average rate of 4.09%. NWMSI has evaluated its RUA for impairment based on its current business office space needs and subleased office space. There weren't any circumstances indicating the need for impairment in the current year. The cumulative impact of that assessment has resulted in a total impairment of \$8 million on the RUA as of December 31, 2025, which is included in the above balance. {15}------------------------------------------------ #### **14. Commitments and contingencies continued** Minimum future undiscounted rental commitments under non-cancelable operating leases are set forth as follows: | | Sm | |-------------------------------------------------------|----| | 2026 | 7 | | 2027 | 7 | | 2028 | 6 | | 2029 | 6 | | 2030 | 6 | | Thereafter | 3 | | Total lease payments (undiscounted) | 35 | | Computed interest | 4 | | Total present value of lease liabilities (discounted) | 31 | #### **Forward financing arrangements** In connection with its financing activities, including securities borrowed and pledged activities, NWMSI had outstanding commitments to enter into future collateralized !endings of approximately \$14,844 million and had commitments to enter into future collateralized borrowings of approximately \$2,825 million as of December 31, 2025. All such commitments mature within one month. #### **Central clearing counterparty commitment** As a member of the FICC, in the event of a member default, NWMSI has a commitment to enter into a collateralized lending with FICC in order to provide liquidity. The maximum amount of lending is based on the activity and volume of NWMSI that is attributable to the FICC platform. The collateralized lending will always be backed by U.S. Government obligations and U.S. Government Agency securities. As of December 31, 2025, the Company did not have any !endings outstanding under this commitment. #### **Underwriting commitments** In the normal course of business, the Company enters into underwriting controcts. There were no open commitments at December 31, 2025. #### **Litigation** NWMSI is party to legal proceedings, and the subject of investigations and regulatory matters in the United States and other jurisdictions, arising out of its normal business operations. All such matters are periodically reassessed with the assistance of external professional advisers, where appropriate, to determine the likelihood of NWMSI incurring a liability. NWMSI recognizes a provision far a liability in relation to these matters when it is probable that there is a present loss contingency resulting from a past event, and a reasonable estimate can be made of the amount of the loss contingency. In many proceedings, it is not possible to determine whether any loss is probable or to estimate the amount of any loss or possible range of loss. Numerous legal and factual issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters, and by addressing navel or unsettled legal questions relevant to the proceedings in question, before a liability can be reasonably estimated for any claim. NWMSI cannot predict if, how, or when such claims will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be, particularly for claims that are at an early stage in their development or where claimants seek substantial or indeterminate damages. There are also situations where NWMSI may enter into a settlement agreement or recognize a provision in contemplation of a potential settlement. This may occur in order to avoid the expense, manogement distroction or reputotional implicotions of continuing to contest liability, or in order to take account of the risks inherent in defending claims or investigations even for those matters for which NWMSI believes it has credible defenses and should prevail on the merits. The uncertainties inherent in all such matters affect the amount and timing of any potential outflows and any provisions that have been established. While the outcome of the legal proceedings, investigations and regulatory matters in which **NWMSI** is involved is inherently uncertain, management believes that, based on the information available to it, appropriate accounting provisions have been made in respect of legal proceedings, investigations and regulatory matters as of December 31, 2025. The material litigation, investigations, and regulatory matters in which NWMSI is involved are described below. If any such matters were resolved against NWMSI, these matters could, individually or in the aggregate, have a material adverse effect on NWMSl's net assets, operating results, or cash flows in any particular period. NWMSI cannot predict the outcome of these matters at this stage and is unable to estimate the liability or possible range of loss in excess of any provision accrued, if any, that might arise or its effect on NWMSl's statement of financial condition. {16}------------------------------------------------ #### **14. Commitments and contingencies continued** #### **Litigation matters** With respect to oil of the current claims described herein, NWMSI considers that it has substantial and credible legal and factual defenses to these claims and will continue to defend them vigorously. #### **Swaps antitrust litigation** NWM Pie, NWMSI, and NWG, as well as a number of other financial institutions, are defendants in several cases pending in the United States District Court for the Southern District of New York alleging violations of the U.S. antitrust laws in the market for interest rate swaps. Three swap execution facilities, TeraExchange, Javelin, and trueEx allege that they would have successfully established exchange-like trading of interest rate swaps if the defendant dealers had not unlawfully conspired to prevent that from happening through boycotts and other means. Fact discovery is complete, but expert discovery is ongoing. On June 30, 2021, a class action antitrust complaint was filed against a number of credit default swap dealers in New Mexico federal court on behalf of persons who, from 2005 onwards, settled credit default swaps in the United States by reference to the ISDA credit default swap auction protocol. The complaint alleges that the defendants conspired to manipulate that benchmark through various means in violation of the antitrust laws and the Commodity Exchange Act. In May 2025, the United States Court of Appeals for the Second Circuit affirmed a January 2024 decision by the United States District Court for the Southern District of New York barring the plaintiffs in the New Mexico case from pursuing claims based on conduct occurring before June 30, 2014, on the ground that such claims were extinguished by a 2015 settlement agreement that resolved a prior class action relating to credit default swaps. The case in New Mexico (which had been stayed pending the appeal of the decision by the United States District Court for the Southern District of **New** York) has now resumed. The defendants have filed a motion for judgment on the pleadings, which is pending. #### **Odd lot corporate bond trading antitrust litigation** On September 2, 2025, the United States District Court for the Southern District of New York dismissed the class action antitrust complaint against NWMSI and several other securities dealers alleging that from August 2006 onwards, the defendants conspired artificially to widen spreads for odd lots of corporate bonds bought or sold in the United States secondary market and to boycott electronic trading platforms that would have allegedly promoted pricing competition in the market for such bonds. The plaintiffs did not appeal the decision, and the case is now closed. #### **LIBOR litigation** **NWM** Pie, certain of its subsidiaries (including in some instances, NWMSI), and NWG (collectively, "NWM defendants") are defendants in a number of claims pending in the United States District Court for the Southern District of New York with respect to the setting of LIBOR and certain other benchmark interest rates. The complaints are substantially similar and allege that these **NWM** defendants and other panel banks individually and collectively violated various federal laws, including the U.S. commodities and antitrust laws, and state statutory and common law, as well as contracts, by manipulating LIBOR and prices of LIBOR-based derivatives in various markets through various means. The coordinated proceeding in New York relating to USO LIBOR now includes one remaining class action, which asserts claims on behalf of persons who purchased LIBOR-linked instruments from defendants and bonds issued by defendants, as well as two nonclass actions. On September 25, 2025, the United States District Court for the Southern District of New York granted summary judgment on the issue of liability and dismissed all claims in both the class action and the non-class actions. The decision is being appealed to the United States Court of Appeals for the Second Circuit. #### **Spoofing litigation** In December 2021, three substantially similar class action complaints were filed in federal court in the United States against **NWM** Pie and **NWMSI** alleging Commodity Exchange Act and common law unjust enrichment claims arising from manipulative trading known as spoofing. The complaints, which have now been consolidated in the United States District Court for the Northern District of Illinois, refer to NWM Pie's December 2021 spoofing-related guilty plea (described below under "US investigations relating to fixed-income securities") and purport to assert claims on behalf of those who transacted in US Treasury securities and futures and options on US Treasury securities between 2008 and 2018. Defendants filed a motion to dismiss in July 2022, which remains pending. #### **Other litigation involving NWMSI** In the past, NWMSI has been named as a defendant in securities class actions in which plaintiffs generally allege that an issuer of public securities, as well as the underwriters of the securities (including NWMSI) are liable to purchasers for misrepresentations and omissions made in connection with the offering of such securities. On January 14, 2026, a securities class action relating to a September 2025 bond offering by Oracle Corporation was filed in state court in New York against Oracle and the underwriters of the offering, one of which was **NWMSI.** The plaintiffs allege that the offering documents failed to disclose that, at the time of the bond offering, Oracle was already planning to increase its debt to fund its Artificial Intelligence infrastructure expansion. The complaint seeks damages under the U.S. Securities Act of 1933, as amended (the "Securities Act"), on behalf of those who purchased Oracle's bonds. In connection with the bond offering, Oracle agreed to indemnify the underwriters against certain potential liabilities, including disclosure-based liability under the Securities Act. Moreover, from time to time, **NWMSI** also responds to claims from former employees concerning employment related issues and compensation. **NWMSI** cannot predict the outcome of all of the cases under litigation matters at this stage and is unable to estimate the liability or possible range of loss in excess of any provision accrued, if any, that might arise or its effect on NWMSl 's financial position. {17}------------------------------------------------ ### **14. Commitments and contingencies continued Regulatory matters** The businesses and financial condition of **NWM** Pie, including **NWMSI** and its affiliates, can be affected by the actions of various governmental and regulatory authorities in the United States, the United Kingdom, the European Union ("EU"), and elsewhere. **NWM** Pie, including **NWMSI** and its affiliates, hove engaged, and will continue to engage, in discussions with relevant governmental, regulatory and self-regulatory authorities, including in the U.S., the UK, the EU, and elsewhere, on on ongoing and regular basis, and in response to informal and formal inquiries or investigations, regarding operational, systems and control evaluations and issues including those related to compliance with applicable lows and regulations, including consumer protection, business conduct, competition/anti-trust, anti-bribery, anti-money laundering and sanctions regimes. Any matters discussed or identified during such discussions and inquiries may result in, among other things, further inquiry or investigation, other action being taken by governmental and regulatory authorities, increased costs being incurred, remediation of systems and controls, public or private censure, restriction of business activities and/or fines. Any of the events or circumstances mentioned in this paragraph or below could have a material adverse effect on NWMSI, its business, authorizations and licenses, reputation, results of operations or the price of securities issued by it. #### **U.S. investigations relating to fixed-income securities** NWMSI hos been involved in investigations (both formal and informal) by federal and state governmental law enforcement and other agencies and self-regulatory agencies relating to, among other things, trading in US Treasuries and other fixed-income securities. In December 2021, NWM Pie pied guilty in the United States District Court for the District of Connecticut to one count of wire fraud and one count of securities fraud in connection with historical spoofing conduct by former employees in US Treasuries markets between January 2008 and Moy 2014 and, separately, during approximately three months in 2018. The 2018 trading occurred during the term of a non-prosecution agreement ("NPA") between NWMSI and the United States Attorney's Office for the District of Connecticut ("USAO CT"), under which nonprosecution was conditioned on NWMSI and affiliated companies not engaging in criminal conduct during the term of the NPA. The relevant trading in 2018 was conducted by two NWM Pie traders in Singapore and breached that NPA. The plea agreement reached with the US Deportment of Justice ("DOJ") and the USAO CT resolves both the spoofing conduct and the breach of the NPA. The DOJ and USAO CT paused the monitorship in Moy 2025 and, following a review, determined that a monitorship was no longer necessary as a result of **NWM** Pie's notable progress in strengthening its compliance programme, certain of NWM Pie's remedial improvements, internal controls, and the status of implementation of Monitor recommendations, and that reporting by **NWM** Pie to the DOJ and USAO CT on its continued compliance programme progress provided an appropriate degree of oversight. The court approved the agreement and extended NWM Pie's obligations under the plea agreement and probation until December 2026. In the event that NWM Pie does not meet its obligations to the DOJ, this may lead to adverse consequences such as increased costs, findings that NWM Pie violated its probation term, and possible re-sentencing, amongst other consequences. Such consequences for **NWM** Pie could also hove material collateral consequences for NWMSI and its affiliates. #### **15. Guarantees** In the normal course of its business, NWMSI may be party to various types of guarantees with counterparties in connection with certain underwriting, asset sole and other transactions. Contracts that fall under the definition of guarantees include contracts that contingently require a guarantor to make payments to the guaranteed party based on changes in on underlying obligation that is related to on asset, a liability or an equity security of the guaranteed party, contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under on agreement, and indirect guarantees of the indebtedness of others even though the payment to the guaranteed party may not be based on changes related to on asset, a liability or on equity security of the guaranteed party. #### **Indemnifications** NWMSI provides representations and warranties to counterporties in connection with, among other things, certain financing, asset-sale and underwriting transactions and occasionally provides indemnifications to those counterporties against potential losses caused by a breach of those representations and warranties. These and other indemnifications ore ordinarily documented on the basis of negotiated market terms and are entered into in the normal course of business. Generally, there are no stated or notional amounts included in these indemnifications, and the events or contingencies triggering the obligation to indemnify ore generally not expected to occur except as described in Note 14. Accordingly, NWMSI hos determined that it is not possible to develop on estimate of the maximum payout under these indemnifications. NWMSI hos not recorded any liabilities in the statement of financial condition as of December 31 , 2025 related to these indemnification arrangements. #### **Other guarantees** NWMSI is a member of various exchanges and clearing houses that trade, settle, and clear securities and/or futures contracts. Under standard membership agreements, NWMSI guarantees the performance of other members and may be required to pay a proportionate share of the obligations of such exchanges or clearing houses in the event of member defaults. This risk is mitigated in many coses by the exchanges or clearing houses requiring its members to post collateral. NWMSI has not recorded any liabilities in the statement of financial condition as of December 31, 2025 related to these arrangements as it believes that it is unlikely that it will hove to make material payments under such arrangements. {18}------------------------------------------------ #### 15. Guarantees continued In addition, NWMSI may be obligated to make payments to the relevant clearing house to the extent that a customer cannot meet its obligations to such clearing house under the relevant agreement. This risk is mitigated by requiring clearing customers to post collateral to NWMSI in an amount not less than what is required by the clearing house. In conjunction with transactions where the Company is acting as a sponsoring member of FICC, at December 31, 2025 the maximum potential payable under the sponsored transactions is \$10,095 million with maturities under one month. These transactions are all collateralized with U.S. Treasuries. #### 16. Income taxes NWMSl's deferred income taxes change principally from liabilities not currently deductible and the utilization of net operating losses. NWMSI hos federal net operating loss carry forwards from years prior to 2018 of \$2,737 million which are offset by a full valuation allowance expiring in various years through 2037 and has federal net operating loss carry forwards from 2018 and ofter of \$254 million which are offset by a full valuation allowance and can be carried forward indefinitely. NWMSI has state net operating loss carry forwards of \$2,935 million which are offset by a full valuation allowance expiring in various years through 2042. The following table below represents the tax effect of each significant type of temporary difference giving rise to the deferred income tax asset: | | Tax effected | |-------------------------------------------------------|--------------| | | amount | | | Sm | | Deferred tax assets: | | | Deferred compensation | 9 | | 163(j) disallowed interest | 6 | | Budgeted expense accruals | 2 | | Lease liability | 9 | | Other | 1 | | Federal NOL - pre-2018 | 575 | | Federal NOL - 2018 & after | 53 | | Total federal | 655 | | | | | State NOL - California | 2 | | State NOL - Connecticut | 145 | | State NOL - Illinois | 5 | | State NOL - New York State | 22 | | State NOL - New York City | 21 | | Total state | 195 | | Gross deferred tax assets | 850 | | Less: valuation allowance | (843) | | Total deferred tax assets, net of valuation allowance | 7 | | | | | Deferred tax liabilities: | | | Right of use asset | (7) | | Gross deferred tax liability | (7) | | | | | Deferred tax assets, net | | Management has determined that it is more likely than not that the benefit from all of the federal and state deferred tax assets will not be realized. In recognition of this risk, all of NWMSl's federal and state deferred tax assets were offset by a \$843 million valuation allowance as of December 31, 2025. For the year ended December 31, 2025, the decrease in the valuation allowance was \$15 million. NWMSI settles its income tax provision (or benefit) with RBSHI by agreement through intercompony accounts. For the year ended December 31, 2025, NWMSI made payments of \$3 million to RBSHI related to the following jurisdictions. At December 31, 2025, the amount payable to RBSHI for income taxes was approximately \$621 thousand and is included net in other liabilities. | | Sm | |---------------------------------------------|----| | Federal | | | State - Connecticut | 3 | | Income taxes paid (net of refunds received) | 3 | {19}------------------------------------------------ #### 16. Income taxes continued As of December 31, 2025, NWMSI had approximately \$155 thousand of total gross unrecognized tax benefits. Of the total unrecognized tax benefits, approximately \$155 thousand represents the amount of the unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate in future periods. Accrued interest related to uncertain tax positions amounted to \$8 thousand as of December 31, 2025. | | \$'000 | |--------------------------------------------------------------|--------| | Balance at January 1, 2025 | 245 | | Additions based on tax positions related to the current year | 85 | | Reductions for tax positions of prior years | (25) | | Expiration of statute of limitations | (150) | | Balance at December 31, 2025 | 155 | NWMSI is under audit in certain jurisdictions. As a part of a combined tax return, NWMSI is under audit in New York City for tax year 2015. Consequently, the New York City statute of limitations remains open for tax years 2015 and forward. The statute of limitations for federal remains open for tax years 2022 and forward. The statute of limitations for other states remains open for tax years 2021 and forward. ### 17. Collateral In connection with its trading activities, particularly in U.S. Government and Agency securities, NWMSI enters into collateralized repurchase agreements, securities lending arrangements and certain other collateralized transactions. Such transactions may result in credit exposure in the event the counterparty to the transaction is unable to fulfil its contractual obligations. At December 31 , 2025, NWMSI has accepted collateral that it is permitted by contract to sell or repledge. This collateral consists primarily of securities received in connection with reverse repurchase agreements with institutional clients and other broker dealers. The fair value of collateral received, excluding the impact of netting, at December 31, 2025 was approximately \$39,281 million. In the normal course of business, this collateral is primarily used by NWMSI to cover short sales and to obtain financing. At December 31, 2025, primarily all of the above collateral has been delivered against securities sold short or repledged by NWMSI. NWMSI also pledges certain financial instruments owned, at fair value in connection with repurchase agreements and securities lending agreements to counterparties who may or may not have the right to deliver or repledge them. The table below presents information about assets pledged as of December 31, 2025: | Financial instruments owned, at fair value pledged to counterparties that: | Sm | |----------------------------------------------------------------------------|-------| | Had the right to deliver or repledge | 2,148 | | Did not have full rights to deliver or repledge | 2,900 | {20}------------------------------------------------ #### **18. Net capital requirements** As a registered broker-dealer and FCM, NWMSI is subject to the net capital rules of both the SEC (Rule 15c3-1) and the CFTC (Regulation 1.17). Under the SEC's "Uniform Net Capital Rule", NWMSI has elected to compute its minimum net capital using the alternative method. As such, NWMSI is required to maintain minimum net capital of the greater of: - 2% of aggregate customer debit items, or - \$1 million, as defined in SEC Rule 15c3-3 (SEC Rule 15c3-1(a)(1)(ii)), 4% of the funds required to be segregated pursuant to the Commodity Exchange Act and the regulations thereunder (SEC Rule 15c3- 1(a)(1)(iii)), or - 8% of the total risk margin requirement for positions carried in customer and non-customer accounts (CFTC Regulation 1.17(a)). At December 31 , 2025, NWMSI had regulatory net capital of \$670 million, which was \$669 million in excess of its required minimum net capital of \$1 million. Advances to affiliates, repayment of subordinated liabilities, dividend payments, and other equity withdrawals are subject to certain notification and other provisions of the SEC Uniform Net Capital Rule and other regulatory bodies. ### **19. Employee benefit plan** Employees of NWMSI are eligible to participate in the NatWest Markets Retirement Savings Plan (the "Plan"), a defined contribution plan, based on the Plan's eligibility requirements. Newly hired or participating employees are automatically enrolled in the Plan, unless they make an affirmative election declining their participation. Automatically enrolled employees are subject to default salary reduction, pre-tax deferrals for the relevant payroll period, unless other elections are made, subject to the other contribution limits and terms set forth in the Plan. NWMSI, as the Plan sponsor, matches a portion of its employee participant contributions and additionally, makes an annual employer core non-elective contribution in accordance with the Plan. ### **20. Related party transactions** In the normal course of business NWMSI conducts transactions with, and provides operational and administrative support to, affiliated companies for which it receives consideration. In addition, certain NWMSI activities are guaranteed by NWM Pie. The Company's assets and liabilities with affiliates include collateralized financing arrangements primarily entered into with NWM Pie and NatWest Markets N.V. primarily to facilitate client activities and to cover short sales and to finance financial instruments owned. Interest is accrued on these transactions and is reported in accrued interest receivable/payable. Payables to brokers, dealers, and other institutions primarily include cash margin payable on financing transactions. Other assets primarily include receivables from profit-sharing arrangements, receivables for payments made on behalf of affiliates, as well as receivables in conjunction with operational support provided in the normal course of business. Other liabilities include payables to affiliates in conjunction with operational support received in the normal course of business. {21}------------------------------------------------ ### 20. Related party transactions continued The following table summarizes NWMSl's assets and liabilities as of December 31, 2025 with affiliated companies. | | Sm | |----------------------------------------------------------------------------------------------------------------|-------| | Receivables from brokers, dealers, and other institutions | 2 | | Securities purchased under agreements to resell and other collateralized financing arrangements, at fair value | 912 | | Financial instruments owned, at fair value | 14 | | Accrued interest receivable | 5 | | Other assets | 21 | | Total assets | 954 | | Short-term borrowings | 716 | | Payables to brokers, dealers and other institutions | 12 | | Securities sold under agreements to repurchase, at fair value | 762 | | Financial instruments sold, but not yet purchased, at fair value | 20 | | Accrued interest payable | 4 | | Other liabilities | 19 | | Subordinated liabilities | 370 | | Total liabilities | 1,903 | #### 21. Subsequent events NWMSI has evaluated subsequent events for adjustment to or disclosure in its statement of financial condition through February 13, 2026, the date the statement of financial condition was issued. No recordable or disclosable events occurred through this date. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.