Introduction

About this report

This report is intended to inform the stakeholders of NIBC Bank N.V. (NIBC) about our activities, ability to create value and impact on our operating environment. These stakeholders include among others clients, investors, our shareholder, regulators, suppliers, employees, government authorities and non-governmental organisations.

On 1 January 2025 the merger of NIBC Bank N.V. (the acquiring entity) with NIBC Holding N.V. (the disappearing entity) has been successfully completed. Consequently, the financial information of 31 December 2025 reflects the consolidated structure of the merged entity. The comparative figures of NIBC Bank N.V. remain unchanged as these relate to the financial position of NIBC Bank N.V. prior to the merger. The comparative figures include intercompany results between NIBC Bank N.V. and NIBC Holding N.V. (mainly related to Beequip B.V. which was an entity of NIBC Holding N.V. but largely funded by NIBC Bank N.V.).

In this integrated report, we disclose NIBC’s strategy and results with respect to both financial and non-financial matters and with the associated impacts, opportunities and risks.

In NIBC’s integrated report, the current 'Introduction' section together with the ‘Strategy and Performance’, ‘Risk management’ and 'Sustainability Statement’ sections and the ‘Corporate Governance’, ‘Leadership’ and ‘In Control Report’ paragraphs are considered to form the Report of the Managing Board, as referred to in Part 9 of Book 2 of the Dutch Civil Code (DCC).

This annual report of NIBC has been prepared in accordance with IFRS-EU and with Part 9 of Book 2 of the Dutch Civil Code. In addition, we have decided to voluntarily use the European Sustainability Reporting Standards (ESRS), introduced by the EU Corporate Sustainability Reporting Directive (CSRD). This directive has not yet been transposed into Dutch law.

The numbers in this report are presented in euros (EUR), rounded to the nearest million (unless otherwise stated). Small differences in figures and tables are possible due to rounding. Percentages have been calculated using unrounded figures.

The use of the term NIBC implies NIBC Bank N.V. and all figures relate to those of NIBC Bank N.V., unless stated otherwise. The use of the term Corporate Banking in this report refers to what we previously referred to as Asset Based Finance.

The financial statements, which include the consolidated financial statements and the company financial statements, are subject to reasonable assurance. This reasonable assurance is provided by EY Accountants B.V. (EY). For the year ended 31 December 2025, EY has audited NIBC’s consolidated financial statements in accordance with IFRS-EU and Part 9 Book 2 of the DCC, and NIBC’s company financial statements in accordance with Part 9 Book 2 of the DCC.

Assurance for the non-financial information in this report is provided by EY. For the year ended 31 December 2025, EY has provided limited assurance on the non-financial information in the Sustainability Statement and the EU-taxonomy tables.

Financial Highlights

Client exposure own book

Net interest margin

Client exposure Originate-to-Manage

Cost income ratio

Solvency ratios

Retail savings

Cost of risk

Key Figures

Earnings

1. Items are Alternative Performance Measures (APM). The calculations of those items are explained in the APM section.

Non-recurring results refer to results related to one-off, special items, usually related to strategic choices and projects of the company, but they do not include income and expenses recognised on such items or portfolios during the normal course of business. For a further description of the non-recurring results in 2025, please refer to the Financial performance section. Non-Core Activities is the separate segment in which NIBC has combined those activities that are no longer part of its strategic focus and which are managed separately with the aim to reduce exposures and operations. For more information on segment reporting, please refer to note 1 Segment report.  

Performance per segment 2025

Performance per segment 2024

Portfolio

1. Originate-to-Manage assets are off-balance
   

Portfolio Asset Quality

1. Items are Alternative Performance Measures (APM). The calculations of those items are explained in the APM section.
2. The calculation of the Cost of risk has been revised to better align with prevailing market practices and enhances comparability and relevance of the measure.

Solvency information

Funding & liquidity

1. Item is Alternative Performance Measures (APM). The calculations of those items are explained in the APM section.
2. Reported ratings are based on NIBC’s senior preferred debt ratings.The rating of Moody’s is unsolicited.

Foreword from the CEO

2025 has been an extraordinary year for NIBC, the announced intended takeover by ABN AMRO and the sale of the non-core exposures have set the stage for the future of the company. During the year we continued to support our clients and succeeded in delivering resilient results, with a recurring result of EUR 78 million and a return on target CET1 capital of 8.1%. Our strong capital base is evidenced in our CET1 ratio of 19.2%, which includes the effects of Basel IV and the sale of our non-core portfolio. This year’s reported net loss of EUR 38 million is primarily due to the strategic divestment of non-core exposures, which resulted in a loss of EUR 116 million after tax recognised in operating income. Additionally, we see a deterioration of the credit quality of clients in our UK and German Fiber portfolio, leading to EUR 38 million in credit losses for the period (2024: EUR 6 million) in that specific part of the portfolio.

We achieved continued growth across our core businesses; our customer base expanded in both savings and mortgages, with mortgage exposure increasing by 1%, despite a highly competitive landscape. Retail savings grew by 3%, thanks to successful campaigns in Germany, Belgium and the Netherlands around the NIBC Tour of Holland. We also expanded our Corporate Banking portfolios, with Commercial Real Estate and Digital Infrastructure both growing by 2% and 8%, respectively, despite slower market activities.

Net interest income declined with 19% compared to 2024, primarily driven by the sale of Shipping, Beequip, yesqar and further reduction of non-core in 2024 no longer contributing and lower margins from savings activities. This is partly compensated by a 7% reduction in operating expenses due to the sold activities, lower regulatory expenses and tight cost control to compensate for inflation.

Since 2021, we have successfully transformed our business model, reducing our non-core portfolio from EUR 4.7 billion at the end of 2020 to EUR 0.1 billion at year end 2025. In 2025 we record a negative one-off after tax transaction result of EUR 116 million related to the sale of non-core exposures. This resulted in a EUR 625 million reduction of risk-weighted assets in the last quarter of 2025, contributing to our strong 19.2% CET1 capital ratio. The non-core portfolio sales in 2025 mark the final steps towards completion of the strategy to fully focus on our core activities.

A key milestone in 2025 was ABN AMRO’s announced intention to acquire 100% of NIBC shares from a Blackstone entity, still subject to ECB approval. The transaction is expected to be completed in the second half of 2026 and will mark a new chapter in our 80-year history.

On behalf of the Managing Board, I would like to thank all our colleagues for their commitment and dedication to their work and our clients. I look forward to continuing to serve our customers and helping them in achieving their ambitions.

Nick Jue
Chief Executive Officer,
Chair of the Managing Board

Strategy and Performance

NIBC’s value creation is built on the bank's history. Established in 1945 to help rebuild the Netherlands after the World War II, NIBC is strongly rooted in its obligations to create societal value and financial resilience. This background has made NIBC a company built on optimism and getting things done. Over time we have evolved to become an enterprising bank offering asset-based financing to entrepreneurial corporate and retail clients in Northwestern Europe. By continuing to transform our business and to adapt to changing societal needs, we aim to continue our tradition of creating long-term value for our stakeholders.

NIBC's approximately 600 employees serve around 193,600 mortgage clients, 329,000 savings clients, and around 180 corporate clients, professionally supporting companies and individuals in realising their dreams and ambitions with a sustainable future in mind. Each of NIBC's business units is responsible for managing sustainability risks and opportunities as part of their regular activities.

As a mid-sized financial institution operating from the Netherlands, with branches in the United Kingdom, Germany and Belgium, our business model is differentiated from peers in that we are foremost an entrepreneurial bank that focuses on specific asset classes where we are able to add value. Within these asset classes we offer a focused product mix that deliberately does not include universal products such as current accounts, payment services, credit cards or other highly transactional activities. This business model fits our ability to innovate and rapidly adapt to changing credit markets.

Social and economic impact of on-going geopolitical tensions and conflicts, climate change and of rapid technology advancements are among the developments that makes our operating context increasingly dynamic. Also, regulation and oversight respond to these changes, leading to additional challenges. NIBC, our clients, investors, business partners and other stakeholders are all impacted by these developments. NIBC steers through this context using its corporate values, its risk appetite framework and balanced decision-making as key factors for success.

Looking ahead, a significant development for NIBC is the intended acquisition by ABN AMRO, announced in November 2025. Subject to regulatory approvals, this intended transaction is expected to further influence NIBC’s ability to create long-term value for all stakeholders.

Certain key drivers are pivotal to our value creation model. Our relationships with retail and corporate clients are based on trust. Access to funding through retail savings, debt investors and shareholders enables us to execute our strategy. Our employees bring us the skills and knowledge needed to deliver our strategy. Our risk management systems and processes reduce the financial and non-financial risks in the execution of our product offering for both NIBC and our clients. Our technology and data capabilities help us to deliver a great client experience, to scale up activities and to operate as a modern financial institution without the need for brick-and-mortar branches. And our relationships with regulators, rating agencies and civil society organisations bring strength to our brand and reputation.

This creates tangible value to our stakeholders. Our corporate clients receive funding to grow their business. Our mortgage clients receive funding to purchase a home. Our savings clients can save for tomorrow and increase their financial resilience. Our workforce has good purposeful employment in a safe work environment. Our investors receive good returns enabling them to meet their goals. And the communities we serve are more resilient and stronger, benefiting from the growth, services and opportunities we have helped to deliver.

Asset classes supported by NIBC may contribute to several UN sustainable development goals (UN SDGs) including sustainable cities and communities, decent work and economic growth, innovation and infrastructure, reducing inequalities and stimulating climate transition and adaptation actions.

SWOT analysis

As part of our annual planning cycle, we assess NIBC's position in the market and the opportunities and challenges present while also reflecting on the strengths and weaknesses of NIBC.

Performance summary

• Excluding non recurring, net profit attributable to shareholders over 2025 amounts to EUR 78 million (2024: EUR 153 million). The decrease relates for EUR 35 million to the in 2024 sold activities of Beequip, yesqar and Shipping, which no longer contribute to net profit in 2025. The remaining decrease is mainly driven by higher credit loss expenses on fiber loans in the Bank’s Digital Infrastructure portfolio and lower net interest income.

• Excluding non recurring, net interest income decreased to EUR 312 million (2024: 387 million), mainly driven by the sold activities, increased average funding spread on retail savings and lower revenues from non-interest bearing capital. The growth of NIBC’s core loan portfolios positively impacted net interest income, partially offset by the decrease of the non-core portfolio.

• Fee income remained stable in 2025 at the 2024 level of EUR 38 million. The Originate-to-Manage (OTM) portfolio slightly decreased.

• Excluding non recurring, the decrease in operating expenses by EUR 16 million to EUR 196 million (2024: EUR 212 million) relates for EUR 5 million to the sold activities of yesqar and Shipping in 2024, for EUR 7 million to lower regulatory charges and levies and for EUR 4 million to the release of operating expense provisions from the wind down of a subsidiary in 2025.

• Excluding non recurring, the increase in credit loss expense to EUR 52 million (2024: EUR 15 million) is mainly driven by the already mentioned higher credit loss expenses on fiber loans. EUR 14 million of credit loss expense relates to noncore (2024: EUR 12 million)). The 2024 figure of EUR 15 million excludes 6 million credit loss provision releases related to the sold Shipping portfolio.

Financial performance

The year 2025 continued to be characterised by ongoing uncertainty regarding geopolitical and global economic developments. Inflation in the Eurozone in 2025 was relatively stable at the 2024 level, with monthly inflation in a range of 1.9-2.5% (2024: 1.7-2.8%). The level in the Netherlands was higher at 2.4-4.1% (2024: 2.6-3.9%). The inflation levels in 2025 were accompanied by increased economic Gross Domestic Product (GDP) growth of 1.5% (2024: 0.8%) in the Eurozone. As was the case in 2024, the European Central Bank (ECB) continued to decrease its key interest rates in 2025, in 4 steps by a total of 100 basis points (2024: -100 basis points), leading to a deposit facility rate of 2.00% mid 2025, remaining stable at that level in the rest of the year.

The non-recurring items in 2025 consist of an after tax one-off loss of EUR 116 million (EUR 154 million before tax) on in 2025 executed disposals of non-core assets, a related release of EUR 1 million amortising fees in net interest income and for EUR 1 million operating expenses made by the Bank related to the intended acquisition by ABN AMRO announced in November 2025. The EUR 154 million before tax loss consists of EUR 27 million loss in investment income and EUR 127 million loss in other income. The disposal of assets in 2025 reflects the close to full sale of the remaining non-core portfolio. The own book non-core exposure decreased in 2025 from EUR 1.0 billion to EUR 0.1 billion. This remaining non-core portfolio consists of held for sale PFI loans, other corporate loans including non-core distressed assets as well as the Bank’s remaining portion of equity stakes.

The non-recurring items in 2024 consist of the one-off results including incurred costs related to the sale of the Shipping portfolio in Q2 2024, the automotive lending business yesqar (Q4 2024), hedge results within NIBC Bank N.V. relating to the sale of Beequip by NIBC Holding N.V., as well as the costs related to the legal merger per 1 January 2025 between NIBC Bank N.V. (as acquiring entity) and NIBC Holding N.V. (as disappearing entity). The non-recurring items do not include income and expenses generated by the sold activities during the normal course of business in 2024. The non-recurring items in 2024 amount to a loss of EUR 5 million net of tax. 

In 2025 net interest income excluding non-recurring decreased to EUR 312 million (2024: EUR 387 million). This decrease of EUR 75 million is mainly driven by the following:

• EUR 52 million results from activities that were sold in 2024 (Shipping, Beequip and yesqar) which no longer contribute to net interest income of NIBC Bank in 2025.

• The Bank’s funding costs increased in 2025, mainly related to the development of the average funding spread on the retail savings portfolio. Even though the Bank’s total funding spread decreased in 2025 from 21 basis points at year-end 2024 to 10 basis points at year-end 2025, the average funding spread during 2025 was 3 basis points higher than in 2024. The higher average funding spread level mainly relates to the impact of market rates on the retail savings spread.

• The increased volume of most of NIBC’s core portfolios compared to 31 December 2024 (owner-occupied mortgage loans (+5%), Digital Infrastructure (+8%) and Commercial Real Estate (+2%)) had a positive impact on net interest income which was partially compensated by pressure on the portfolio spreads, especially with respect to the mortgage loan portfolio and the real estate portfolio and by the decrease of the non core loan portfolio.

• These developments led to a net interest margin of 1.40% in 2025, a decrease compared to 1.69% in 2024.

Fee income - which is nearly fully generated from the mortgage OTM business - remained stable at 2024-level of EUR 38 million in 2025. OTM mortgage assets decreased in 2025 by 2%.

Excluding non recurring, investment income improved to EUR 4 million (2024: EUR 1 million) with in 2025 positive revaluations of equity investments in the non-core portfolio more than compensating negative revaluations. The non-core equity investment portfolio was nearly fully sold at the end of 2025.

Excluding non recurring, other income contains realised and unrealised fair value results and revaluation results of our investment property (own office building available for rent) and remained relatively stable at EUR 27 million in 2025 (2024: EUR 26 million). The result in both years is mainly driven by hedge accounting.

Volatility in financial markets, especially with regards to interest rates, also causes volatility in the income statement, specifically related to items recognised within other income. To illustrate the impact of these items, which do not directly reflect client related activities, these are separately grouped as volatile income. Items included are hedge accounting and specific positions recognised and measured at fair value through profit or loss and currency revaluation. 

• Hedge accounting

  Given the volatility in interest rates, the residual result after application of hedge accounting can also be volatile. For the reporting period, the impact is a gain of EUR 26 million (2024: a gain of EUR 24 million) recognised in other income. 

• Currency revaluation and impact of basis spreads on cross currency interest rate swaps

  The use of cross currency interest rate swaps, recognised at fair value through profit or loss, leads to volatility in the income statement, as the fair value of these instruments is impacted by movements of the basis spread between currencies. The limited currency positions, managed within narrow limits, can still generate some additional result, recognised in other income. Together, these items led to a gain of EUR  1 million (2024: a gain of EUR 2 million).

Besides the items mentioned above, other realised and unrealised fair value results and revaluation results within recurring other income balanced out to nil in 2025 (2024: nil).

Operating expenses excluding non-recurring decreased by 7% in 2025 to EUR 196 million (2024: EUR 212 million). This decrease of EUR 16 million relates for EUR 5 million to the sold activities of yesqar and Shipping in 2024, for EUR 7 million to lower regulatory charges and levies and for EUR 4 million to the release of operating expense provisions from the wind down of a subsidiary in 2025. The lower regulatory charges mainly relate to a decreased contribution to the Dutch Deposit Guarantee System (DGS).  

In 2025, NIBC's total Full-Time Equivalent (FTE) decreased slightly to 595 (2024: 597 FTE). 

Excluding non-recurring items in 2024 credit loss expense increased in 2025 to EUR 52 million (2024: EUR 15 million). This increase nearly fully relates to credit loss expense of EUR 38 million on fiber clients within the Digital Infrastructure portfolio (2024: 6 million). Remaining credit loss expense on the core corporate loan portfolio amounted to EUR 2 million (2024: nil) and on the mortgage loan portfolio a release of EUR 2 million (2024: release of EUR 3 million). Credit loss expense on the non-core portfolio increased to EUR 14 million in 2025 (2024: EUR 12 million).

NIBC continues to apply a management overlay to reflect increased uncertainties and risks not sufficiently covered in its Expected Credit Loss (ECL) models. The total management overlay amounts to EUR 14 million at 31 December 2025 (2024: EUR 19 million). EUR 4 million of this amount relates to interest only mortgage loans. The EUR 5 million decrease in 2025 comprises of a EUR 2 million decrease on the mortgage loan book and a EUR 3 million decrease on the corporate loan book. This last decrease - included in non-recurring in gains or (losses) on disposal of assets - relates to the sale of the PFI-portfolio in 2025.

For more background regarding coverage ratios, credit loss expenses and the management overlay, please refer to the Credit Risk section .

Income tax expense in 2025 is close to nil driven by tax expense on operating income minus credit loss expense being compensated by a tax benefit on the realized loss from the disposal of assets.

Excluding non-recurring, the effective tax rate for 2025 was 28.1% (2024: 28.0%) and is higher than the general Dutch corporate income tax rate of 25.8%. Deviations from this general Dutch corporate income tax rate are mainly driven by (non deductible) interest expenses due to minimum capital rule requirements, (non-taxable) transaction revenues minus (non-deductible) costs related to sold companies, investment income and tax-deductible coupons on T1 capital.

Considering the negative result after tax attributable to shareholders of the company, the Managing Board proposes a final dividend pay-out of nil for 2025. An interim dividend of EUR 0.44 per share (EUR 27.5 million) was paid out for the first half year of 2025.

In H1 2025 a full review was executed of the medium-term objectives to provide for a better alignment to the NIBC's current business. The reason for this is related to the various divestments over the past years (2022-2024) of higher risk, higher margin business activities, as well as the higher level of Risk Weighted Assets (RWA) following the implementation of the new model landscape and Basel IV as of 1 January 2025. Considering the above, the medium-term objective for the Common Equity Tier 1 (CET1) ratio was adjusted from 13% to 13.5% and the medium-term objective for the related return on 13.5% CET1 capital from ‘>15%’ to ‘> 12%'.

For 2025 the 8.1% return (excluding non-recurring) on CET1 capital at 13.5% is below the medium-term objective mainly driven by the elevated credit loss expense on the fiber loan book. NIBC's cost/income ratio of 52% is above the medium-term objective, with the ambition to achieve a cost/income ratio of 40-45% in the near term through optimisation of the organisation, our processes and cost base, as well as continued growth in our core segments. The CET1 ratio of 19.2% is well above the medium-term objective, providing room for further growth in our core asset classes.

Medium-term objectives

1. Comparative figures have been adjusted based on the Return on CET 1 capital at 13.5% (previously based on 13%).

Performance Mortgages

• In 2025, the Dutch mortgage market continued to grow, mainly due to rising house prices and increased transactions in the housing market. House prices followed a steady upward trend since mid‑2023.

• Our mortgage portfolio grew slightly at EUR 27.8 billion (2024: EUR 27.5 billion) due to growth in owner occupied mortgage loans.

• Origination in our OTM portfolio is lower, as most customers are opting for 10 years interest fixed period while the portfolio of OTM predominantly consists of 20 years or longer interest fixed periods while also investors' appetite is reduced. Portfolio volumes remained relatively stable at EUR 13.3 billion (2024: EUR 13.6 billion).

• In H2 2025, the Buy-to-Let market activity showed some recovery. Demand for rental houses is strong while supply is under pressure. Although many small private investors are still selling off properties due to fiscal measures and other regulations, midsized investors seem to regain appetite. The portfolio reduced slightly, but month-on-month developments were positive in December as new origination offset prepayments.

• We are working to improve the emissions of our portfolio. We introduced an A-label discount for mortgages with an energy label A or better. The share of A-labels in our HDN mortgages applications (volume based) increased to 38% in 2025 (2024: 24%)

• Our Mortgages business welcomed over 6,100 new clients resulting in approximately 193,600 mortgage clients in 2025.

• Throughout 2025, we ranked among the top five Best Mid-Office, and in Q2 2025, NIBC won the award for Best Mid-Office from the Ingage‑Aetos Franchise (De Hypotheekshop, Huis & Hypotheek, and Hypokeur).

Mortgage Loan portfolio development

Mortgage Loan portfolio per product type

Performance Corporate banking

• The Corporate Banking portfolio grew in 2025 by 5% to EUR 4.4 billion (2024: EUR 4.2 billion).

• Origination of EUR 1.3 billion in 2025, resulted in a net growth of the core portfolio.

• Commercial real estate markets remain competitive, nevertheless the CRE portfolio increased by 2% in 2025. Our origination focus is on construction, (re)development and investment financing of residential real estate in the Netherlands and selectively in Western Europe.

• Also the financing landscape in digital infrastructure markets has become more competitive, nevertheless we report an 8% growth of the portfolio in 2025. Our origination focus is directed towards data centers, of which the share in our portfolio increased from 33% to 41% in 2025.

• In 2025, NIBC was more cautious in the fiber segment leading to lower transaction and increased monitoring activity. Access to liquidity, delayed roll-outs and competition amongst market players impacted performance of several clients. As a result, the weighted average credit rating of the (fiber) portfolio was negatively impacted. NIBC is actively engaging with clients when such situation arises.

• In total this resulted in elevated credit loss expenses of EUR 40 million in 2025, resulting from transitions to increased risk classifications and impairments of individual non-performing clients mainly in the fiber segment (2024: EUR 0 million including non-recurring effects from the sale of Shipping).

• We engage with our clients on their sustainability transition and our role as facilitator in that process. We gather data required to measure and report on the sustainability of our clients’ assets that we finance, allowing us to monitor and, where possible, steer these developments.

Corporate Banking portfolio development

Digital Infrastructure portfolio per subsector split

Commercial Real Estate portfolio per asset type split

Performance Treasury & Group functions

• Treasury mainly earns net interest income based on the difference between internal cost of funds charged to the other business segments, based on the matched funding principle and the cost of funds on NIBC Bank's external funding (including retail funding, wholesale funding and hedging). Internal fund transfer prices are based on the external funding costs plus various funding related expenses, such as costs related to required liquidity buffers. Treasury also earns net interest income from the management of net non-interest bearing liabilities and the bank's liquidity investment portfolio.

• The Bank’s funding costs increased in 2025, mainly related to the development of the funding spread on the retail savings portfolio, partially compensated by wholesale funding. Even though the Bank’s total funding spread decreased in 2025 from 21 basis points at year-end 2024 to 10 basis points at year-end 2025, the average funding spread during 2025 was 3 basis points higher than in 2024. The higher average funding spread level mainly relates to the development of the retail savings spread.

• The outstanding funding volume decreased in 2025, with EUR 1.8 billion of repayments of wholesale funding (including covered bonds and Tier 2) being partially compensated by EUR 0.5 billion issuance of a green senior non-preferred bond in Q2 2025 and nearly EUR 0.5 billion net inflow of retail savings.

• Unsecured funding also includes EUR 193 million of corporate deposits (2024: EUR 224 million).

• Following the announcement of the intended acquisition of NIBC by ABN AMRO all three rating agencies (Moody's, S&P and Fitch) have placed NIBC Bank on credit watch positive.

Funding spread

Corporate deposits

Funding composition

Performance Savings

• In 2025, the Dutch, Belgian and German savings markets showed overall growth. Saving rates declined, particularly in the first half of the year, in line with ECB rate cuts. After June 2025, interest rates remained stable for the rest of the year. Competition primarily came from (foreign) challenger banks offering higher interest rates. The German savings market remained one of the most competitive in 2025. German Banks continued to offer generally higher rates than those available in the Netherlands and Belgium. 

• The savings portfolio increased from EUR 12.1 billion to EUR 12.5 billion. The number of customers grew to approximately 329,000. Growth was supported by increased marketing and branding effort (e.g. sponsorship of the cycling race the Tour of Holland) and investments in the client journey.  The current mix of on demand savings versus term deposits is EUR 6.6 billion vs EUR 5.9 billion. Customer satisfaction remained high, with savings customers rating NIBC's services 8.1 out of 10 (2024: 8.1).

• To respond to customer demand, NIBC will introduce monthly interest payments on on-demand savings accounts in the Netherlands starting January 2026. By the end of 2025, preparations were completed to launch a new product offering in the Belgian market. 

Retail savings per country

Development on demand interest rate NL (NIBC)

Retail savings

Development of the financial position

• NIBC's liquidity position remains strong. The cash position decreased in 2025 by EUR 1.1 billion, primarily resulting from EUR 1.8 billion repayments of wholesale funding (including covered bonds and Tier 2), and nearly EUR 0.5 billion of dividend pay-outs, partially compensated by EUR 0.5 billion issuance of a senior non preferred bond in Q2 2025 and nearly EUR 0.5 billion increase in retail savings.

• NIBC’s on balance commercial assets (mortgage loans, corporate loans and equity investments) decreased by EUR 0.2 billion, with the growth of the mortgage loan portfolio by EUR 0.5 billion and the core corporate loan portfolio by EUR 0.1 billion being more than compensated by the decrease of the non-core portfolio.

• The developments above improved NIBC's funding composition, with the portion of retail savings in total funding increasing to 58% (2024: 53%).

• Equity decreased by EUR 0.4 billion mainly due to a dividend pay-out of EUR 441 million in Q1 2025 (of which EUR 98 million final dividend 2024 and EUR 343 million additional dividend), an interim dividend pay-out in Q3 2025 of EUR 28 million and the 2025 after tax loss attributable to shareholders of the Bank of EUR 38 million, partially compensated by the positive impact of EUR 128 million from the merger on 1 January 2025 of NIBC Holding N.V into NIBC Bank N.V.

Solvency and liquidity

• NIBC has a strong capital position reflected in the CET1 ratio of 19.2%, a Tier 1 ratio of 22.1% and a Total Capital ratio of 25.2%.

• The merger of NIBC Holding N.V. into NIBC Bank N.V. led to an increase in regulatory capital (RC) and consequently to a 1.9%-point increase of the CET1 ratio.

• The extra dividend pay-out of EUR 343 million in March 2025, driven by the sale of several portfolios and business lines in 2024, led to a decrease in regulatory capital and consequently to a 4.5%-point decrease of the CET1 ratio.

• The implementation of Basel IV led to a decrease in RWA while the implementation of the new model landscape for mortgage and corporate loans led to an increase in RWA. The net impact of these changes led to a 2.2%-point decrease of the CET1 ratio.

• The sale of non-core portfolios in December 2025 led to a decrease of credit risk RWA, resulting in a 2.1%-point increase of the CET1 ratio.

• The loss after tax attributable to shareholders of the Bank of EUR 38 million in 2025 and the interim dividend of EUR 28 million led to a 0.9%-point decrease of the CET1 ratio.

• NIBC actively manages its liquidity position, keeping its solid liquidity buffers in place. This is evidenced by a strong liquidity coverage ratio (LCR) of 209% and a solid net stable funding ratio (NSFR) of 137%.

• The loan-to-deposit ratio remained relatively stable at 139% (2024: 141%).

Capital ratios compared to SREP requirements

Credit risk per exposure class

Exposures incl. Credit Conversion Factor in accordance with CRR	2025 Exposure	RWA	Average risk weight	2024 Exposure	RWA	Average risk weight
Corporate exposures	3,937	3,119	79%	4,793	2,140	45%
Mortgage loans	15,177	2,423	16%	14,421	3,079	21%
Institutions	952	168	18%	850	150	18%
Equity	33	84	250%	118	438	370%
Securitisation	592	97	16%	706	115	16%
Other including corporate derivatives	156	78	50%	244	158	65%
Central Government	2,314	0	0%	3,243	0	0%
Total	23,162	5,969	26%	24,375	6,081	25%

Maturing wholesale funding

Liquidity ratios

	2025	2024	2023
LCR	209%	322%	240%
NSFR	137%	144%	132%
Loan-to-deposit ratio1	139%	141%	162%
Asset encumbrance ratio	24%	26%	27%
Retail savings/total funding	58%	53%	48%
Secured funding/total funding	21%	21%	22%

1. Item is Alternative Performance Measures (APM). The calculations of those items are explained in the APM section.

Capital adequacy

In 2024, NIBC prepared the legal merger between NIBC Bank N.V. as acquiring entity and NIBC Holding N.V. as disappearing company. This merger was executed per 1 January 2025. The merger helps to further streamline the organisation and remove inefficiencies in the capital structure.

In June 2024, the EU finalised the amendment of the Capital Requirements Regulation and Directive (CRR III/CRD VI) to implement Basel IV. Most of the provisions apply as of 1 January 2025. Some provisions are phased in over time and most transitional arrangements end in January 2030 or before this date.

NIBC has updated its model landscape in view of Basel IV. Under Basel IV, the bank treats all corporate exposures under the Standardised Approach (SA). The owner-occupied mortgage loans are treated under the Advanced Internal Ratings-Based (AIRB) approach, apart from a small sub-portfolio, which is also reported under SA.

NIBC's actual solvency levels are well above the minimum required levels as set by De Nederlandsche Bank (DNB) in the Supervisory Review and Evaluation Process (SREP). The SREP requirement per 31 December 2025  applies at consolidated level to NIBC Bank N.V. The SREP requirement per 31 December 2024 refers to NIBC Bank N.V. on individual basis, given that on that date NIBC Bank N.V. was part of the consolidation of NIBC Holding N.V.

1. Presented figure is a weighted average of all current CCyB rates per 31 December 2025 and does not incorporate announced but not yet applicable rates.
2. Capital ratios per 31 December 2025 are based on CRR III. The capital ratios per 31 December 2024 are based on the prudential reporting scope of NIBC Bank Solo under CRR II.

In case of a bank’s failure, resolution authorities need to determine whether resolution objectives are best achieved by winding down of a bank under normal insolvency procedures or by resolution action as regulated by Directive 2014/59/EU as amended (BRRD). As resolution authority for NIBC, DNB has determined that NIBC is expected to be wound down through normal insolvency proceedings as opposed to undergoing a resolution action. Hence, NIBC is considered to be a liquidation entity as defined by Art. 2 (1) (83aa) BRRD. Furthermore, Art 45c (2a) BRRD states that resolution authorities shall not determine the minimum requirement for own funds and eligible liabilities (MREL) for liquidation entities. DNB has determined that NIBC is not subject to MREL requirements.

The maximum distributable amount (MDA) is determined by comparing actual solvency levels to the minimum SREP requirements (excluding Pillar II guidance). Solvency ratios have to exceed the SREP requirements to allow distribution of dividends. The CET1 ratio level below which distributions in the form of dividend payments, variable remuneration and distributions to holders of AT1 instrument (MDA Trigger Level) are restricted is 10.6%. The distance to the MDA Trigger Level is 8.5%. The present ratios provide sufficient room to execute NIBC's dividend policy and allow for AT1 distributions.

Evaluation of Strategic priorities

The Managing Board and Supervisory Board have, at the time of approving these consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue in operation for the foreseeable future. The Group’s forecasts and projections show that the Group has sufficient financial resources (i.e. liquidity buffers) for at least the coming 12 months. As the Managing Board and Supervisory Board are not aware of any material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as going concern they have adopted the going concern basis in preparing these consolidated financial statements.

Risk management

In line with its business strategy, NIBC is predominantly exposed to credit risk , while NIBC manages its interest rate, currency, liquidity and operational risk to within an acceptable, limited range. The strongly reduced non-core activities contain very limited investment risk . The risks NIBC takes are measured and monitored against our risk appetite, ensuring that NIBC is capable of executing its business activities in line with its strategy. NIBC remains committed to having sufficient liquidity and being well capitalised so that we can continue to support our clients while maintaining the appropriate balance between risk and reward.

Our operations are structured along the three lines of defence risk management model. This implies that the first line of defence is within the commercial business units. They are accountable and responsible for day-to-day risk management activities such as managing each individual exposure on the balance sheet, with the exception of distressed assets at the corporate bank. Our second line of defence lies within the Risk, Legal, and Compliance. These departments monitor and evaluate risks versus the risk appetite framework. The second line of defence has an active advisory role in particular towards transactions and proposals. The third line of defence is the Internal Audit department (IA). This department provides objective and independent assurance on the operations within the first and second lines of defence.

To support effective decision-making, the Managing Board has delegated decision-making authority regarding key risk management focus areas to a number of committees, amongst others:

• Engagement Committee is responsible for decision-making with regard to client engagement and conflicts of interest including assessment of the potential integrity risks when engaging with a client.

• Transaction Committee (TC) which has decision-making power with regards to credit transactions, assessment of credit proposals and the monitoring of credit related risks. The TC approves and monitors transaction proposals which cause NIBC to assume credit risk. Further, the TC decides on impairments and write-offs and reviews all larger exposures at least annually. It also has the delegated authority to decide on equity, mezzanine, subordinated, and other equity related financial products. The TC periodically determines the valuation of our Equity portfolio.

• Risk Management Committee (RMC) decides on policies, measurement methods, monitoring, and controlling of all risk types. The role of the RMC is to safeguard our risk appetite by monitoring all risks NIBC is exposed to, thereby looking backwards as well as forwards.

• ALCO monitors and controls capital ratios, liquidity, interest rate risk and market risk. As ALCO is responsible for liquidity, they also decide on funding plans and large funding transactions.

• Regulatory Change Committee (RCC) which keeps central oversight of the implementation of new regulatory laws and regulations.

For a discussion on compliance, client privacy and data security, anti-fraud and anti-corruption and climate risk please see the Sustainability section of this Annual Report.

Our strategy towards risk management is translated into the risk appetite framework. This framework is based on five pillars, which are rolled out throughout the organisation and incorporated in our policies, procedures , limits and action plans. In the past years, NIBC has used these pillars to reposition the bank and adjust the underlying business drivers focusing on smaller ticket sizes and a more granular portfolio.

Our five pillars:

1. Solvency: be a credit-worthy partner for our clients and other stakeholders.

2. Profitability: aligned with business model and risk profile.

3. Liquidity & Funding: to have sufficient and appropriate liquidity and a stable and diverse funding base at all times.

4. Asset quality: aligned with business objectives.

5. Non-financial: to maintain a solid licence to operate.

NIBC continuously monitors and evaluates the effectiveness of this framework and periodically updates this based on developments in our operating context.

Overview of main financial risk types

1. Exposure is based on a combination of netting and positive replacement values.

NIBC’s risk approach entails that NIBC pursues credit risk, while reducing our investment, interest rate, currency, liquidity and operational risk to a level that is acceptable. For this reason the Risk Management chapter mainly focuses on assessing credit risk. After discussing the financial risks, a separate section will discuss NIBC's management of non-financial risks.

The following sections:

• Credit risk,

• Interest rate risk in the banking book,

• Market risk, and

• Liquidity risk

are an integral part of the Consolidated Annual Financial Statements and are covered by the Audit opinion.