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CONFORMED COPY
FINAL TERMS
UK MiFIR product governance/Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA retail investors – The Notes 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 ("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 ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Prohibition of sales to UK retail investors – The Notes 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 ("UK"). For these purposes, a retail investor means a person who is 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. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes 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.
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13 October 2026
NATIONWIDE BUILDING SOCIETY
(incorporated in England under the Building Societies Act 1986, as amended) (Legal Entity Identifier (LEI): 549300XFX12G42QIKN82)
U.S.$750,000,000 5.584 per cent. Senior Preferred Notes due 15 October 2029 issued pursuant to its U.S.$30,000,000,000 Global Medium Term Note Programme
PART A ñ CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 12 June 2026 (the "Base Prospectus") which constitutes a base prospectus for the purposes of the UK Prospectus Regime. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regime and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) and are available on the website of the Issuer at https://www.nationwide.co.uk/investor- relations/gmtn-terms-of-access/.
The expression "UK Prospectus Regime" means the FCA Handbook Prospectus Rules: Admission to Trading on a Regulated Market sourcebook and the Public Offers and Admissions to Trading Regulations 2024.
TYPE OF NOTE
1. Status of the Notes: Senior Preferred
2. Interest Basis: Fixed Rate (see paragraph 12 below)
Registered Notes :
DESCRIPTION OF THE NOTES
3. New Global Note: No
Unrestricted Global Certificate exchangeable for Unrestricted Individual Certificates only upon a Global Certificate Exchange Event
Restricted Global Certificate exchangeable for Restricted Individual Certificates only upon a Global Certificate Exchange Event
and
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Unrestricted Global Certificate and Restricted Global Certificate each registered in the name of a nominee for DTC
5. (a) Series Number:
GMTN 2026-03
(b) Tranche Number:
1
(c) Date on which the Notes will be consolidated and form a single Series:
Not Applicable
6. (a) Nominal Amount of Notes to be issued (Nominal Trading Method):
U.S.$750,000,000
(b) Aggregate nominal amount of Series (if more than one issue for the Series):
Not Applicable
(c) Specified Currency:
U.S. Dollar ("U.S.$")
(d) Specified Denomination(s):
U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof
(e) Calculation Amount:
U.S.$1,000
7. Issue Price:
100.000 per cent. of the Nominal Amount of the Notes
8. Issue Date:
15 October 2026
9. Interest Commencement Date:
Issue Date
10. Automatic/optional conversion from one Interest Basis to another:
Not Applicable
11. Additional Financial Centre(s):
London, New York
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12. Fixed Rate Note Provisions:
Applicable
(a) Fixed Rate(s) of Interest:
5.584 per cent. per annum payable in arrear on each Fixed Interest Date
(b) Fixed Interest Date(s):
15 April and 15 October in each year from (and including) 15 April 2027 up to (and including) the Maturity Date
(c) Initial Broken Amount per denomination:
Not Applicable
(d) Fixed Coupon Amount(s): U.S.$27.92 per Calculation Amount
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(e) Broken Amount(s):
Not Applicable
(f) Final Broken Amount per denomination:
Not Applicable
(g) Day Count Fraction:
30/360
(h) Business Day Convention:
Following Business Day
• Adjusted:
Not Applicable
• Non-Adjusted:
Applicable
(i) Additional Business Centre(s):
London, New York
(j) Determination Date(s):
Not Applicable
13. Zero Coupon Note Provisions:
Not Applicable
14. Floating Rate Note Provisions:
Not Applicable
15. Reset Note Provisions:
Not Applicable
16. Benchmark Discontinuation:
Not Applicable
PROVISIONS REGARDING REDEMPTION/MATURITY
17. Maturity Date:
15 October 2029
18. Redemption at Issuer’s option:
Not Applicable
19. Clean-up Call:
Not Applicable
20. Regulatory Event (Subordinated Notes only):
Not Applicable
21. (a) Senior Non-Preferred Notes: Loss Absorption Disqualification Event Redemption:
Not Applicable
(b) Loss Absorption Disqualification Event:
Not Applicable
(c) Senior Non-Preferred Notes: Substitution and Variation:
Not Applicable
22. Redemption at Noteholder’s option:
Not Applicable
23. Final Redemption Amount: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the
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Maturity Date at 100 per cent. of their nominal amount
24. Early Redemption Amount payable on redemption following a Tax Event or (for Subordinated Notes only) a Regulatory Event or (for Senior Non- Preferred Notes only) a Loss Absorption Disqualification Event or (for any Note) on an Event of Default:
U.S.$1,000 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES
25. U.S. Selling Restrictions:
Reg S Compliance Category 2; TEFRA not applicable
Rule 144A: Qualified Institutional Buyers only
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THIRD PARTY INFORMATION
The indicative rating descriptions set out in Part B of these Final Terms have been extracted from the respective websites of Moody’s Investors Service Limited ("Moody’s"), S&P Global Ratings UK Limited ("S&P") and Fitch Ratings Ltd ("Fitch"). The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by each credit rating agency, no facts have been omitted which would render the reproduced information inaccurate or misleading.
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Signed on behalf of NATIONWIDE BUILDING SOCIETY
[KATIE ELIASON]
By: ....................................................................................................
Duly Authorised
[Project Conker - Fixed Rate Notes - Final Terms]
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PART B ñ OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(a) trading:
Listing and Admission to Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market and listing on the Official List of the FCA with effect from on or around the Issue Date.
(b) Estimated total expenses GBP6,700 plus VAT related to admission to trading:
2. RATINGS
Ratings:
The Notes to be issued are expected to be rated:
Moody's: A1
S&P: A+
Fitch: AA-
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The rating agencies above have published the following high-level descriptions of such ratings:
• A rating of A1 by Moody's is described by it as: "obligations rated A are judged to be upper-medium grade and are subject to low credit risk” and “the modifier 1 indicates that the obligation ranks in the higher end of its generic rating category"
(Source:
https://ratings.moodys.com/ratingdefinitions).
• A rating of A+ by S&P is described by it as "an obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong". "Ratings from 'AA'
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to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories".
(Source:
https://www.spglobal.com/ratings/en/regu latory/article/190705-s-p-global-ratingsdefinitions-s504352)
A rating of AA- by Fitch is described by it as "'AA' ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events".
(Source:
https://www.fitchratings.com/products/rati ng-definitions#about-rating-definitions)
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
4. YIELD
Indication of yield:
5.584 per cent. per annum (on a semi-annual basis)
The yield is calculated on the basis of the Rate of Interest and the Issue Price as at the Issue Date. It is not an indication of future yield.
5. OPERATIONAL INFORMATION
(a) ISIN:
144A Notes: US638602BY73 Regulation S Notes: USG6398ADH70
(b) Common Code:
144A Notes: 354109310 Regulation S Notes: 354109336
(c) CUSIP:
144A Notes: 638602BY7 Regulation S Notes: G6398ADH7
(d) Any clearing system(s) other Not Applicable than Euroclear and Clearstream, Luxembourg or
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DTC and the relevant identification number(s):
(e) Names and addresses of HSBC Bank USA, National Association (as U.S. additional Notes Agent(s) (if Registrar, U.S. Paying Agent and U.S. Transfer any) and name of Registrar: Agent)
(f) Intended to be held in a Not Applicable manner which would allow Eurosystem eligibility:
(g) Relevant Benchmark: Not Applicable
6. DISTRIBUTION
(a) Prohibition of sales to EEA retail Applicable investors:
(b) Prohibition of sales to UK retail Applicable investors:
(c) Prohibition of Sales to Belgian Applicable Consumers:
(d) Singapore Sales to Institutional Applicable Investors and Accredited Investors only:
(e) Names of Joint Lead Managers: Barclays Capital Inc. BofA Securities, Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC NatWest Markets Securities Inc.
7. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(a) Reasons for the offer: See "Use of Proceeds" in the Base Prospectus.
(b) Estimated net proceeds: U.S.$748,275,000
