20

25

Shawbrook Group plc

Annual Report

and Accounts

Real world banking.

Sustainable

returns

Financial

Highlights

Note: Reconciliation from underlying to statutory results is provided on page 17.

1

The growth rate of 16% represents the loan book including originate to distribute (OTD) assets growing to £19.2 billion, however excludes

the £0.6 billion loan book acquired through the ThinCats acquisition. Including this loan book represents a growth rate of 20%.

Shawbrook provides specialist finance to

a broad and diverse range of customer

segments, each of which values the

flexibility, speed and certainty we deliver.

£340.5 million

Underlying profit before tax

(2024: £293.8 million)

£272.2 million

Statutory profit before tax

(2024: £295.1 million)

17.2%

Underlying return on tangible equity

(2024: 17.5%)

13.2%

Statutory return on tangible equity

(2024: 17.6%)

47 pence

Underlying basic EPS (2024: 40 pence)

35 pence

Statutory basic EPS (2024: 40 pence)

Disciplined growth

and efficiency

Robust, resilient

foundations

16%

1

Growth in loan book including OTD to

£19.2 billion (2024: £15.9 billion)

39.0%

Underlying cost to income ratio

(2024: 40.8%)

47.9%

Statutory cost to income ratio

(2024: 40.6%)

47bps

Underlying cost of risk (2024: 47bps)

51bps

Statutory cost of risk (2024: 47bps)

12.4%

CET1 ratio (2024: 13.0%)

14.8%

Total capital ratio (2024: 15.9%)

Shawbrook Group plc

|

Annual Report and Accounts 2025

Contents

2

Strategic Report

4

Our Strategy

5

A specialist lending business model delivering

resilient returns through the cycle

6

Medium-term guidance

7

Chairman’s statement

10

Chief Executive Officer’s statement

13

AI spotlight

14

Financial review

20

Business reviews

32

Sustainability Report

48

Creating value for our stakeholders

(S172 statement)

53

Non-financial and sustainability

information statement

56

Group viability statement

57

Corporate Governance Report

58

Chairman’s introduction

59

Board of Directors

62

Corporate governance

73

Audit Committee Report

78

Risk Committee Report

82

Directors’ Remuneration Report

102

Nomination and Governance

Committee Report

105

Directors’ Report

109 Risk Report

110

Approach to risk management

113

Risk governance and oversight

117

Top and emerging risks

128

Principal risks

181

ICAAP, ILAAP and stress testing

182

Solvent Exit Analysis, Recovery

Plan and Resolution Pack

183 Climate Report

184

Strategy

194

Governance

196

Risk management

200

Metrics and targets

206 Financial Statements

207

Independent Auditor’s Report

216

Consolidated statement of profit and loss

217

Consolidated statement of

comprehensive income

218

Consolidated and Company statement

of financial position

219

Consolidated statement of changes in equity

220

Company statement of changes in equity

221

Consolidated and Company statement

of cash flows

222

Notes to the financial statements

282 Other Information

283

Abbreviations

285

Other performance indicators

286

Alternative Performance Measures (APMs)

291

Country-by-country reporting

shawbrook.co.uk

linkedin.com/company/shawbrook-bank

Shawbrook Group plc |

Annual Report and Accounts 2025

3

FINANCIAL STATEMENTS

CLIMATE REPORT

CORPORATE GOVERNANCE REPORT

RISK REPORT

STRATEGIC REPORT

Our Strategy

Diversified markets

We operate across a broad and growing total addressable market (TAM), providing

flexibility in capital deployment and access to multiple structural growth opportunities

across multiple asset classes and customer segments. This diversification enables us

to grow selectively and optimise returns through different economic conditions.

Specialist at scale

We deliver specialist lending through a multi-brand portfolio and diversified distribution model,

combining deep market expertise with the benefits of scale. Our unified operating platform,

increasingly supported by automation and AI, delivers efficiency, consistency and operating

leverage as the business grows.

Technology-enabled

Our scalable, technology and data-enabled platform enhances customer experiences and

supports operating leverage across both our lending and deposit businesses. This allows

us to scale at low incremental cost, strengthening efficiency, while maintaining robust

controls and resilience.

Credit discipline

Disciplined underwriting and forward-looking risk management underpin our approach

to credit, supported by deep specialist expertise and advanced data and technology.

This focus on credit excellence has delivered a low and stable cost of risk across varying

macroeconomic conditions.

Entrepreneurial culture

Our experienced management team and entrepreneurial culture enable agile decision-

making, disciplined execution and long-term value creation. We prioritise organic growth,

complemented by selective, value-accretive M&A in adjacent specialist markets where

opportunities meet our strategic, risk and returns criteria.

Diversified

markets

Specialist

at scale

Technology-

enabled

Credit

discipline

Entrepreneurial

culture

Our strategy is underpinned by five strategic

advantages that differentiate our business and

support consistent performance. Together, they

create a resilient and scalable specialist banking

model, enabling us to deploy capital selectively,

manage risk through the cycle, and deliver

sustainable shareholder returns.

•

47bps

median cost of risk

2

•

c.200

Early warning indicators

through

140

Power BI dashboards

•

18%

of FTE in digital roles

•

100%

access to AI-enabled tools

•

13

lending verticals

•

Multi-brand

portfolio

•

c.£300 billion

TAM

1

•

4

core segments

•

25

M&A transactions

since inception

•

8+ years

average tenure of

Senior Management Team

1

The Group’s lending TAM grew to c.£300 billion as at 31 December 2024 based on Group information (including data based on estimates from leading consulting firm).

2

Median cost of risk calculated over the period FY 2013 to FY 2025.

£

Shawbrook Group plc

Annual Report and Accounts 2025

Multi-channel distribution

Direct

Digital

Partners

Inorganic

Disciplined capital

allocation

Balance sheet

optimisation

In-house markets

and funding expertise

Differentiated propositions

across diversified markets

Enabled by an efficient and

scalable operating model

Underpinned by capital strength

and balance sheet resilience

3

2

1

A specialist lending business model delivering

resilient returns through the cycle

•

Highly capital generative

model supporting robust

capital ratios

•

Disciplined deployment

aligned to risk appetite

and returns

•

Resilient balance sheet

with strong liquidity and

funding buffers

•

Active optimisation

across assets, funding

and liquidity

•

Deep in-house capability

across funding, liquidity

and risk

•

Flexible access to

diversified funding sources

£4.4bn

loan book

£6.1bn

1

loan book

£7.6bn

loan book

£1.0bn

loan book

SME

Retail

Mortgage

Brands

Real Estate

Consumer

Finance

Our differentiated proposition supports strong demand and attractive margins, funded

efficiently through our deposit franchise. Data-led risk management, scalable technology

and disciplined capital allocation underpin resilient growth and the consistent delivery

of sustainable, attractive risk-adjusted returns.

Credit excellence and disciplined

risk management

Specialist

teams

Data-driven

decisioning

Clear risk

ownership

Cross-functional

Modular

technology

AI and

automation

A resilient, deposit-led funding base supporting

lending growth through the cycle

total

funding

deposits

A common operating architecture enabling

efficient growth and consistent delivery

Medium-term guidance

1

Including originate to distribute (OTD) assets.

Loan book growth

1

Low double digits per annum

High-teens

Mid-30s% with opportunity for further

cost optimisation thereafter

Maiden ordinary dividend in respect

of FY26 results, payable in 2027;

progressive build thereafter

Mid-high teens growth per annum

12.0-13.0%

Underlying profit before tax growth

Dividend policy and distributions

Cost to income ratio

Underlying return on tangible equity

CET1 ratio %

Shawbrook Group plc

|

Annual Report and Accounts 2025

6

FINANCIAL STATEMENTS

CLIMATE REPORT

CORPORATE GOVERNANCE REPORT

RISK REPORT

STRATEGIC REPORT

“Our premium proposition, built on

delivering specialist expertise and

high-quality service, enabled us to

continue to support key parts of the

UK economy, particularly SMEs and

professional property investors.

Our model operates at scale, allowing

us to serve our customers consistently

across evolving market conditions,

while maintaining a prudent approach

to risk and capital.“

John Callender

Chairman

Chairman’s statement

Shawbrook Group plc

|

Annual Report and Accounts 2025

7

FINANCIAL STATEMENTS

CLIMATE REPORT

CORPORATE GOVERNANCE REPORT

RISK REPORT

STRATEGIC REPORT

Our entrepreneurial culture and mindset

Our people and culture remain central to Shawbrook’s performance

and long-term success. As an ambitious specialist bank, our

entrepreneurial mindset is a defining strength of the Group.

It enables us to innovate and reinforces accountability across

the organisation.

We seek to foster an inclusive environment where colleagues feel

empowered to think like owners, remain confident in the strength of

our premium proposition, and are ambitious about what Shawbrook

can achieve. Engagement remains strong, with high levels of pride and

advocacy reflected in our most recent employee engagement survey,

which recorded a score of 78%.

A robust and resilient balance sheet

Resilience remains at the core of our strategy. During 2025,

we maintained strong capital and liquidity positions and a

well-diversified funding base, underpinned by our savings

proposition and supported by selective use of wholesale markets.

Customer behaviour continues to evolve, with an increasing number of

savers accessing our products through wealth platforms and digital

marketplaces, as well as directly. In response, we have strengthened

our relationships with these partners to ensure customers can

access Shawbrook savings in the way that best suits their needs.

This demonstrates our ability to leverage and adapt our distribution

capabilities in line with customer insight, further strengthening and

diversifying our funding proposition.

This strength, together with conservative risk management and credit

excellence, leaves the Group well placed to deliver sustainable growth.

Further information on our risk profile, capital and funding is set out in the

Risk Report starting on page 109.

2025 was a milestone year for Shawbrook.

We delivered another strong performance with

underlying profit before tax of £340.5 million

(£272.2 million on a statutory basis). Our return

as a listed company marked an important step

for the Group, providing a robust platform from

which to continue the disciplined execution of

our strategy.

The strength of our model allowed us to

continue growing responsibly, while generating

an underlying return on tangible equity of 17.2%,

(13.2% on a statutory basis) and maintaining our

prudent approach to risk and capital.

This is our first Annual Report and Accounts since

re-listing. Admission to trading on the London

Stock Exchange has broadened and diversified

our shareholder base. On behalf of the Board,

I would like to welcome the new investors who

joined our share register, and thank our existing

shareholders for their continued support.

Shawbrook Group plc

|

Annual Report and Accounts 2025

8

FINANCIAL STATEMENTS

CLIMATE REPORT

CORPORATE GOVERNANCE REPORT

RISK REPORT

STRATEGIC REPORT

Creating value for our stakeholders

One of the Board’s primary duties is to promote the long-term success of the

Company for the benefit of its shareholders and wider stakeholders. During

the year, we engaged extensively with both existing and prospective investors.

Our return to the public markets provided an opportunity to meet a broad range

of new shareholders, including through several investor roadshows and capital

markets events. These interactions enabled us to explain our strategy, performance

and approach to risk and sustainability, while also listening carefully to investor

feedback.

Directors engaged with customers, colleagues and distribution partners across

the UK, and we maintained a regular and open dialogue with our regulators.

Insights from these engagements, together with our wider stakeholder interactions,

informed Board discussions and decision-making throughout 2025.

Further examples of how the Board has fulfilled its obligations under

Section 172 of the Companies Act 2006 can be found on page 48.

Advancing our sustainability agenda

Our approach to sustainability reflects the role Shawbrook plays in supporting

customers who are often underserved by mainstream lenders, alongside continued

investment in our people and a considered response to evolving regulatory

expectations. Through this approach, we seek to build a resilient business that

creates long-term value for our stakeholders and the wider UK economy.

We recently refreshed our sustainability strategy to ensure it remains aligned

with and embedded within the Group’s strategy. It is structured around three

clear priorities: empowering our people, strengthening our communities and

securing a sustainable future.

Further detail is set out in our Sustainability and Climate Reports on pages 32

and 183.

Looking ahead

We enter 2026 with strong momentum, a resilient

balance sheet and a clear strategic direction. The

external environment is likely to remain volatile, with

heightened geopolitical tensions and continued

uncertainty around interest rate and inflation

trajectories. While the precise implications of these

developments are difficult to predict, Shawbrook

is well positioned to operate confidently through

periods of change and uncertainty.

AI will also continue to test, challenge and reshape

our business and the broader economy, and we are

preparing accordingly. Our sustained investment in

technology and data provides strong foundations

for the responsible, scalable adoption of AI across

the business, enhancing our proposition, improving

operational efficiency and strengthening risk

management.

Combined with our focus on digital capability, our

proven business model, strong capital position and

differentiated specialist proposition, this gives the

Board confidence in the Group’s ability to deliver

sustainable, long-term value for shareholders.

On behalf of the Board, I thank our colleagues

for their exceptional commitment and efforts

during 2025, and our customers, partners and

shareholders for their continued trust.

John Callender

Chairman

Shawbrook Group plc

|

Annual Report and Accounts 2025

9

FINANCIAL STATEMENTS

CLIMATE REPORT

CORPORATE GOVERNANCE REPORT

RISK REPORT

STRATEGIC REPORT

Chief Executive

Officer’s statement

“During 2025, we continued to deliver

attractive returns, with underlying

profit before tax of £340.5 million and

an underlying return on tangible equity

of 17.2%.

The scale and diversity of our portfolio,

underpinned by a performance-driven,

entrepreneurial culture, continues to

provide resilience and opportunity.“

Marcelino Castrillo

Chief Executive Officer

Shawbrook Group plc

|

Annual Report and Accounts 2025

10

FINANCIAL STATEMENTS

CLIMATE REPORT

CORPORATE GOVERNANCE REPORT

RISK REPORT

STRATEGIC REPORT

Growth in specialist markets

In 2025, we continued to deliver the embedded

growth inherent in our business by focusing on what

Shawbrook does best – providing specialist finance

in markets where our knowledge, speed of decision-

making and relationship-led approach differentiate

us. Underpinned by disciplined origination and credit

expertise, our loan book grew by 16%

1

, reflecting strong

customer demand and consistent execution. The scale

and diversity of our portfolio continues to provide

resilience and opportunity throughout the cycle,

positioning us well for sustained momentum in the

years ahead.

We also continued to execute a selective acquisition

strategy, focused on bringing high quality brands,

businesses and capabilities into the Group to enhance

our core franchise and long-term returns. Each

transaction is assessed rigorously against our return,

risk and integration criteria to ensure it strengthens

the Group. During 2025, we completed the acquisition

of ThinCats Limited (ThinCats), a leading specialist

SME lender. Our largest acquisition to date, integration

is progressing well, with c.90% of expected synergies

realised. Together with the subsequent acquisition

of the fintech platform, Playter, and its AI-enabled

business lending platform, we have expanded our

capability in a key market and added complementary

technology and talent to our wider SME business.

Welcome, to our 2025 Annual Report and

Accounts, the first since returning to the

public markets.

During 2025, we continued to deliver growth

alongside attractive returns, with underlying

profit before tax of £340.5 million (£272.2

million on a statutory basis) and an underlying

return on tangible equity of 17.2% (13.2% on a

statutory basis). This performance, alongside

the completion of our Initial public offering (IPO)

and inclusion in the FTSE 250, marks an important

milestone for the Group.

It was encouraging to see the extent to

which investors recognised the consistency of

performance and future potential of the business

through our IPO. Being a listed company enhances

our brand visibility, supports the attraction

and retention of talent, and provides access

to a broader population of both domestic and

international investors.

1

The growth rate of 16% represents the loan book including originate to distribute (OTD) assets growing to £19.2 billion, however excludes

the £0.6 billion loan book acquired through the ThinCats acquisition. Including this loan book represents a growth rate of 20%.

Shawbrook Group plc

|

Annual Report and Accounts 2025

11

FINANCIAL STATEMENTS

CLIMATE REPORT

CORPORATE GOVERNANCE REPORT

RISK REPORT

STRATEGIC REPORT

Technology and AI delivering positive

customer and colleague experiences

Continued focus on our digital capabilities,

including significant advancements in the use of

AI, remains central to our strategy, supporting

operating leverage, decision-making and our risk

management.

AI augments the specialist judgement of our

experienced colleagues, with core activities such

as valuation handling and complaints handling

now supported. By automating repeatable

processes and surfacing contextual insights, we

are increasing capacity for colleagues to focus

on client engagement and risk management. We

remain cognisant of AI’s impact on the broader

economy and continue to assess potential credit

risks and implications arising from AI-driven

disruption and structural change.

We have also continued to invest in our proprietary

platforms, and in 2025 we completed the full

roll-out of our Digital Savings Platform and made

significant progress in the delivery of new core

banking technology.

Capital strength and credit excellence

Our performance continues to be underpinned by

disciplined credit management. Our cost of risk

remained stable, reflecting consistent underwriting

standards and forward-looking approach to risk

management. We use data, technology and AI to

proactively manage credit risk, supported by a

comprehensive set of early warning indicators that

enable us to identify potential issues early

and act decisively. This approach underpins our

ability to deliver attractive risk-adjusted returns

through different market conditions.

We continue to benefit from a well-diversified

deposit base, access to multiple funding sources

and a strong capital and liquidity position. The

early repayment of the TFSME facility in July

reflects the strength and flexibility of our

balance sheet.

We remain focused on disciplined capital

management, allocating it to opportunities that

meet our return and risk criteria while preserving

balance sheet strength.

Entrepreneurial mindset and culture

Our strategy is underpinned by a performance-

driven, entrepreneurial culture and the commitment

of our people. We empower teams to innovate

and continuously develop our propositions, while

maintaining clear accountability and strong risk

discipline, which is critical to delivering consistent

results over time. We believe this culture is a source

of competitive advantage, and continue to invest

in our people to support our ability to attract,

develop and retain exceptional talent.

Looking ahead

As we look ahead, we remain focused

on delivering the guidance we set at IPO.

We enter 2026 with clear priorities and a

resilient, scalable platform.

A key strategic priority for 2026 and

beyond will be sustained, targeted

investment in technology and data.

By embedding AI into our model and

culture, we are enhancing operating

efficiency, credit capability and

portfolio resilience.

As a listed company, we are well

positioned to continue delivering

disciplined growth and sustainable

risk-adjusted returns for shareholders,

while supporting our customers and

contributing to economic growth

across the UK.

Marcelino Castrillo

Chief Executive Officer

Shawbrook Group plc

|

Annual Report and Accounts 2025

12

FINANCIAL STATEMENTS

CLIMATE REPORT

CORPORATE GOVERNANCE REPORT

RISK REPORT

STRATEGIC REPORT