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ING (NYSE: ING) gains full control of Goldman Sachs TFI in Poland

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6-K

Rhea-AI Filing Summary

ING Groep N.V. reports that its Polish subsidiary ING Bank Śląski has completed the acquisition of the remaining 55% stake in Goldman Sachs TFI for PLN 405 million (approximately €95 million), bringing its ownership in the Polish asset manager to 100%.

Goldman Sachs TFI serves over 778,000 clients and manages PLN 56 billion in assets across mutual funds and dedicated portfolios, with around 12% market share and the second position in Poland for capital market mutual funds. Following completion, the company will be renamed ING TFI.

The transaction is expected to reduce ING Bank Śląski’s consolidated total capital ratio and Tier 1 ratio by approximately 32 basis points, while the impact on ING Group’s CET1 ratio is described as minimal.

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Insights

ING gains full control of a major Polish asset manager with limited group capital impact.

ING Bank Śląski now owns 100% of Goldman Sachs TFI after buying the remaining 55% stake for PLN 405 million (about €95 million). This consolidates a sizeable Polish asset management franchise with PLN 56 billion in assets and roughly 12% market share.

The deal slightly reduces ING Bank Śląski’s total capital and Tier 1 ratios by about 32 basis points, while the effect on ING Group’s CET1 ratio is characterized as minimal. That suggests the transaction fits within existing capital buffers without materially changing the group capital profile.

The acquired platform’s 778,000 clients and strong market position could deepen ING’s fee-based income in Poland, although financial contribution, integration costs and synergy realization are not quantified here and will become clearer in future financial disclosures for periods after 2025.

Acquisition price PLN 405 million (≈€95 million) Consideration for remaining 55% of Goldman Sachs TFI
Stake acquired 55% equity interest Remaining stake in Goldman Sachs TFI bringing ownership to 100%
Assets under management PLN 56 billion Assets under management in scope of the transaction
Polish mutual fund market share Around 12% Share of capital market mutual fund assets in Poland
Capital ratio impact (subsidiary) 32 bps reduction Effect on ING Bank Śląski total capital and Tier 1 ratios
Customer deposits PLN 233 billion ING Bank Śląski deposits as of end of 2025
Customer loans PLN 181 billion ING Bank Śląski loans as of end of 2025
ESG risk rating 18.0 (low risk) Sustainalytics ESG risk rating as of June 2025
Tier 1 ratio financial
"The transaction will reduce ING Bank Śląski’s consolidated total capital ratio and Tier 1 ratio by approximately 32 bps."
Tier 1 ratio measures a bank’s core capital — primarily common equity and retained earnings — against the total of its loans and investments after those assets are adjusted for their riskiness. It tells investors how big a loss-absorbing cushion the bank has relative to the risks it’s taken; think of it as the safety margin under a bridge that shows whether the institution can withstand shocks without failing.
CET1 ratio financial
"The transaction has a minimal impact on ING Group’s CET1 ratio."
CET1 ratio measures a bank's core equity capital (the most loss-absorbing funds like common stock and retained earnings) relative to the size of its risk-adjusted assets. It shows how big the bank's financial cushion is compared with what it has on its books; a higher ratio means greater ability to absorb losses, lower regulatory risk, and generally more investor confidence in the bank's stability.
assets under management financial
"Assets under management in scope of the transaction amount to PLN 56 billion."
Assets under management (AUM) is the total value of all the investments that a financial company or fund is responsible for overseeing on behalf of its clients. It’s like a big bucket that shows how much money the firm is managing for people or organizations. A higher AUM often indicates a larger, more trusted company, and it can influence how much money they earn and the services they can offer.
Market Abuse Regulation regulatory
"within the meaning of Article 7(1) to (4) of EU Regulation No 596/2014 (‘Market Abuse Regulation’)."
Market abuse regulation consists of laws and rules designed to prevent dishonest or manipulative practices in financial markets. It aims to ensure fair and transparent trading, so investors can trust that markets operate honestly, much like rules that keep a game fair. By reducing unfair advantages, it helps protect investor confidence and promotes healthy, efficient markets.
ESG risk rating financial
"with an ESG risk rating of 18.0 (low risk)."
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-14642

ING Groep N.V.
(Translation of registrant's name into English)

Bijlmerdreef 106
1102 CT Amsterdam
The Netherlands

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ]

 

 


On April 24, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated April 24, 2026


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      ING Groep N.V.    
  (Registrant)
   
  
Date: April 24, 2026     /s/ Raymond Vermeulen    
  Raymond Vermeulen
  Head of Media Relations & Issue Management
  

EXHIBIT 99.1

ING Bank Śląski completes acquisition of Goldman Sachs TFI

ING Bank Śląski completes acquisition of Goldman Sachs TFI

ING today announced that ING Bank Śląski has completed the acquisition of the remaining 55% stake in Goldman Sachs TFI, acquiring 100% ownership in the Polish asset management company. The value of the transaction amounts to PLN 405 million (approximately €95 million at the relevant exchange rate).

Goldman Sachs TFI serves over 778,000 clients, managing open mutual funds within various asset classes and dedicated asset management portfolios. With a market share of around 12%, it holds the second position in the Polish market in terms of assets under management of capital market mutual funds. Assets under management in scope of the transaction amount to PLN 56 billion. Following the transaction, Goldman Sachs TFI will change its name to ING TFI.

The agreement to acquire the remaining 55% stake from Goldman Sachs was announced on 18 November 2025. ING Bank Śląski held a 45% stake in Goldman Sachs TFI since 2019, via its subsidiary ING Investment Holding. 

The transaction will reduce ING Bank Śląski’s consolidated total capital ratio and Tier 1 ratio by approximately 32 bps. The transaction has a minimal impact on ING Group’s CET1 ratio.

ING Bank Śląski is one of the largest banks in Poland. It serves over five million retail and corporate clients via its digital channels and its nationwide network of branches. As of the end of 2025, customer deposits amounted to PLN 233 billion and customer loans to PLN 181 billion, positioning ING Bank Śląski as the third-largest bank in Poland. The bank is part of ING Group, which holds a 75% stake, with the remaining 25% held by minority shareholders through its listing on the Warsaw Stock Exchange.

Note for editors
For further information on ING, please visit www.ing.com. Frequent news updates can be found in the Newsroom. Photos of ING operations, buildings and its executives are available for download at Flickr.

Press enquiries Investor enquiries
ING Group Media Relations ING Group Investor Relations
+31 20 576 5000+31 20 576 6396
Peter.Gurney@ing.comInvestor.Relations@ing.com

ING PROFILE
ING is a global financial institution with a strong European base, offering banking services through its operating company ING bank. The purpose of ING Bank is: empowering people to stay a step ahead in life and in business. ING Bank’s more than 60,000 employees offer retail and wholesale banking services to customers in over 100 countries.

ING Group shares are listed on the exchanges of Amsterdam (INGA NA, INGA.AS), Brussels and on the New York Stock Exchange (ADRs: ING US, ING.N).

ING aims to put sustainability at the heart of what we do. Our policies and actions are assessed by independent research and ratings providers, which give updates on them annually. ING's ESG rating by MSCI has been upgraded from 'AA' to 'AAA' in October 2025. As of June 2025, in Sustainalytics’ view, ING’s management of ESG material risk is ‘Strong’ with an ESG risk rating of 18.0 (low risk). ING Group shares are also included in major sustainability and ESG index products of leading providers. Here are some examples: Euronext, STOXX, Morningstar and FTSE Russell.

IMPORTANT LEGAL INFORMATION
Elements of this press release contain or may contain information about ING Groep N.V. and/ or ING Bank N.V. within the meaning of Article 7(1) to (4) of EU Regulation No 596/2014 (‘Market Abuse Regulation’).

ING Group’s annual accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS- EU’). In preparing the financial information in this document, except as described otherwise, the same accounting principles are applied as in the 2025 ING Group consolidated annual accounts. All figures in this document are unaudited. Small differences are possible in the tables due to rounding.

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: (1) 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 (2) changes affecting interest rate levels (3) any default of a major market participant and related market disruption (4) changes in performance of financial markets, including in Europe and developing markets (5) fiscal uncertainty in Europe and the United States (6) discontinuation of or changes in ‘benchmark’ indices (7) inflation and deflation in our principal markets (8) changes in conditions in the credit and capital markets generally, including changes in borrower and counterparty creditworthiness (9) failures of banks falling under the scope of state compensation schemes (10) 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 (11) geopolitical risks, political instabilities and policies and actions of governmental and regulatory authorities, including in connection with the invasion of Russia into Ukraine and other existing or emerging military conflicts, the risk of further military escalation, geopolitical tensions, trade restrictions and the related international response measures (12) legal and regulatory risks in certain countries with less developed legal and regulatory frameworks (13) prudential supervision and regulations, including in relation to stress tests and regulatory restrictions on dividends and distributions (also among members of the group) (14) ING’s ability to meet minimum capital and other prudential regulatory requirements (15) changes in regulation of US commodities and derivatives businesses of ING and its customers (16) application of bank recovery and resolution regimes, including write down and conversion powers in relation to our securities (17) 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 (18) changes in tax laws and regulations and risks of non-compliance or investigation in connection with tax laws, including FATCA (19) 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 (20) risks and challenges related to cybercrime including the effects of cyberattacks 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 (21) changes in general competitive factors, including ability to increase or maintain market share (22) inability to protect our intellectual property and infringement claims by third parties (23) inability of counterparties to meet financial obligations or ability to enforce rights against such counterparties (24) changes in credit ratings (25) 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 (26) inability to attract and retain key personnel (27) future liabilities under defined benefit retirement plans (28) failure to manage business risks, including in connection with use of models, use of derivatives, or maintaining appropriate policies and guidelines (29) 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 (30) 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.

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 document 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 document may contain 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 document. 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 publication of this document, or that any information found at such websites will not change following the filing of this document. 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.

Attachment

  • ING Bank Śląski completes acquisition of Goldman Sachs TFI (https://ml-eu.globenewswire.com/Resource/Download/d9609c67-a437-4bcf-b1c2-229f007cdbaa)

FAQ

What transaction did ING (ING) report involving Goldman Sachs TFI?

ING reported that ING Bank Śląski completed acquiring the remaining 55% stake in Goldman Sachs TFI. This purchase, for PLN 405 million, gives ING Bank Śląski full 100% ownership of the Polish asset management company, which will be renamed ING TFI.

How large is Goldman Sachs TFI acquired by ING Bank Śląski (ING)?

Goldman Sachs TFI manages approximately PLN 56 billion in assets under management and serves over 778,000 clients. It focuses on open mutual funds across multiple asset classes and dedicated asset management portfolios, holding about a 12% market share in Polish capital market mutual funds.

What is the financial impact of the Goldman Sachs TFI acquisition on ING Bank Śląski?

The acquisition will reduce ING Bank Śląski’s consolidated total capital ratio and Tier 1 ratio by approximately 32 basis points. ING Group states that the impact on its overall CET1 ratio is minimal, indicating the deal fits within existing capital resources at group level.

How much did ING pay for the remaining 55% stake in Goldman Sachs TFI?

ING Bank Śląski paid PLN 405 million for the remaining 55% stake in Goldman Sachs TFI, which is approximately €95 million at the relevant exchange rate. This transaction increases its ownership from 45% to full 100% control of the Polish asset management company.

What is ING Bank Śląski’s position in the Polish banking market?

ING Bank Śląski is one of Poland’s largest banks, serving over five million retail and corporate clients via digital channels and branches. At the end of 2025, it held PLN 233 billion in customer deposits and PLN 181 billion in customer loans, ranking as the country’s third-largest bank.

How strong are ING’s ESG ratings mentioned in this filing?

ING highlights that MSCI upgraded its ESG rating from ‘AA’ to ‘AAA’ in October 2025. Sustainalytics assessed ING’s management of ESG material risk as ‘Strong’ with an ESG risk rating of 18.0 (low risk) as of June 2025, supporting its sustainability positioning.

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