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ING GROEP NV

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Feb 26, 2026

ING$31.82-2.5%Stored close · as of Nov 6, 2026
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Contents

Cautionary Statement with respect to Forward-looking Statements

Cautionary Statement with respect to Forward-looking

Statements

Certain of the statements contained herein are not historical facts,

including, without limitation, certain statements made of future

expectations and other forward-looking statements that are based on

management’s current views and assumptions and involve known and

unknown risks and uncertainties that could cause actual results,

performance or events to differ materially from those expressed or implied

in such statements. Actual results, performance or events may differ

materially from those in such statements due to a number of factors,

including, without limitation:

§changes in general economic conditions and customer behaviour, in

particular economic conditions in ING’s core markets, including changes

affecting currency exchange rates and the regional and global economic

impact of the invasion of Russia into Ukraine and related international

response measures

§changes affecting interest rate levels

§any default of a major market participant and related market disruption

§changes in performance of financial markets, including in Europe and

developing markets

§fiscal uncertainty in Europe and the United States

§discontinuation of or changes in ‘benchmark’ indices

§inflation and deflation in our principal markets

§changes in conditions in the credit and capital markets generally, including

changes in borrower and counterparty creditworthiness

§failures of banks falling under the scope of state compensation schemes

§non-compliance with or changes in laws and regulations, including those

concerning financial services, financial economic crimes and tax laws, and

the interpretation and application thereof

§geopolitical risks, political instabilities and policies and actions of

governmental and regulatory authorities, including in connection with the

invasion of Russia into Ukraine, other existing or emerging military conflicts,

the risk of further military escalation, geopolitical tensions, trade restrictions

and the related international response measures

§legal and regulatory risks in certain countries with less developed legal and

regulatory frameworks

§prudential supervision and regulations, including in relation to stress tests

and regulatory restrictions on dividends and distributions, (also among

members of the group)

§ING’s ability to meet minimum capital and other prudential regulatory

requirements

§changes in regulation of US commodities and derivatives businesses of ING

and its customers

§application of bank recovery and resolution regimes, including write-down

and conversion powers in relation to our securities

§outcome of current and future litigation, enforcement proceedings,

investigations or other regulatory actions, including claims by customers or

stakeholders who feel misled or treated unfairly, and other conduct issues

§changes in tax laws and regulations and risks of non-compliance or

investigation in connection with tax laws, including FATCA

§operational and IT risks, such as system disruptions or failures, breaches of

security, cyber-attacks, human error, changes in operational practices or

inadequate controls including in respect of third parties with which we do

business and including any risks as a result of incomplete, inaccurate, or

otherwise flawed outputs from the algorithms and data sets utilized in

artificial intelligence

§risks and challenges related to cybercrime including the effects of cyber-

attacks and changes in legislation and regulation related to cybersecurity

and data privacy, including such risks and challenges as a consequence of

the use of emerging technologies, such as advanced forms of artificial

intelligence and quantum computing

§changes in general competitive factors, including ability to increase or

maintain market share

§inability to protect our intellectual property and infringement claims by third

parties

§inability of counterparties to meet financial obligations or ability to enforce

rights against such counterparties

§changes in credit ratings

§business, operational, regulatory, reputation, transition and other risks and

challenges in connection with climate change, diversity, equity and

inclusion and other ESG-related matters, including data gathering and

reporting and also including managing the conflicting laws and

requirements of governments, regulators and authorities with respect to

these topics

§inability to attract and retain key personnel

§future liabilities under defined benefit retirement plans

§failure to manage business risks, including in connection with use of models,

use of derivatives, or maintaining appropriate policies and guidelines

§changes in capital and credit markets, including interbank funding, as well

as customer deposits, which provide the liquidity and capital required to

fund our operations, and

§the other risks and uncertainties detailed in the most recent annual report

of ING Groep N.V. (including the Risk Factors contained therein) and ING’s

more recent disclosures, including press releases, which are available on

www.ing.com.

ING Group Annual Report on Form 20-FContentsPart IPart IIPart IIIAdditional informationFinancial statements8

This document may contain ESG-related material that has been prepared

by ING on the basis of publicly available information, internally developed

data and other third-party sources believed to be reliable. ING has not

sought to independently verify information obtained from public and

third-party sources and makes no representations or warranties as to

accuracy, completeness, reasonableness or reliability of such information.

This document may also discuss one or more specific transactions and/or

contain general statements about ING’s ESG approach. The approach and

criteria referred to in this document are intended to be applied in

accordance with applicable law. Due to the fact that there may be

different or even conflicting laws, the approach, criteria or the application

thereof, could be different.

Materiality, as used in the context of ESG, is distinct from, and should not

be confused with, such term as defined in the Market Abuse Regulation or

as defined for Securities and Exchange Commission (‘SEC’) reporting

purposes. Any issues identified as material for purposes of ESG in this

annual report are therefore not necessarily material as defined in the

Market Abuse Regulation or for SEC reporting purposes. In addition, there

is currently no single, globally recognized set of accepted definitions in

assessing whether activities are “green” or “sustainable.” Without limiting

any of the statements contained herein, we make no representation or

warranty as to whether any of our securities constitutes a green or

sustainable security or conforms to present or future investor expectations

or objectives for green or sustainable investing. For information on

characteristics of a security, use of proceeds, a description of applicable

project(s) and/or any other relevant information, please reference the

offering documents for such security.

This annual report contains inactive textual addresses to internet websites

operated by us and third parties. Reference to such websites is made for

information purposes only, and information found at such websites is not

incorporated by reference into this annual report. ING does not make any

representation or warranty with respect to the accuracy or completeness

of, or take any responsibility for, any information found at any websites

operated by third parties. ING specifically disclaims any liability with

respect to any information found at websites operated by third parties.

ING cannot guarantee that websites operated by third parties remain

available following the filing of this annual report or that any information

found at such websites will not change following the filing of this annual

report. Many of those factors are beyond ING’s control.

Any forward-looking statements made by or on behalf of ING speak only

as of the date they are made, and ING assumes no obligation to publicly

update or revise any forward-looking statements, whether as a result of

new information or for any other reason.

This document does not constitute an offer to sell, or a solicitation of an

offer to purchase, any securities in the United States or any other

jurisdiction.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.