A year of
growth and
delivery
Annual Report and Accounts 2025
This is
Relationship Banking
Welcome
2025 was a year of strong growth and
successful delivery for Metro Bank. Through
focused execution of our strategy and our pivot
to higher margin business, we delivered the
highest underlying profits in our 15-year history,
the highest revenues and the highest net
interest margin – all while reducing costs. Our
resilient business model positions us strongly
for the future as we continue to support
businesses and individuals across the UK.
Strategic report
1 Summary of the year
2 At a glance
4 Chair’s statement
5 Operating environment
7 Chief Executive Officer’s statement
10 Business model
13 Key performance indicators
15 Financial review
18 Environmental, social
and governance review
27 Non-financial information and
sustainability information statement
30 Section 172 statement
31 Task Force on Climate-related
Financial Disclosures
41 Risk overview summary
45 Viability statement and going concern
Governance
48 Corporate governance introduction
49 2025 governance at a glance
51 Board of Directors
54 Board leadership and
company purpose
56 Division of responsibilities
57 Board activities and
stakeholder engagement
59 Stakeholder engagement
61 Board oversight of culture and
colleague engagement
62 Board effectiveness
64 Group Audit Committee report
68 Group Risk Oversight
Committee report
70 Group Nomination
Committee report
74 Group People and Remuneration
Committee report
77 Remuneration at a glance
82 Remuneration for colleagues
below Board level
84 Annual report on remuneration
100 Directors’ report
Risk report
105 Risk management framework
106 Risk governance and oversight
108 Financial risks
129 Non-financial risks
Financial statements
140 Independent auditors’ report
to the members of Metro Bank
Holdings PLC
147 Consolidated income statement
148 Consolidated statement of
comprehensive income
149 Consolidated balance sheet
150 Consolidated statement of changes
in equity
151 Consolidated cash flow statement
152 Notes to the consolidated
financial statements
194 Company balance sheet
195 Company statement of changes
in equity
196 Company cash flow statement
197 Notes to the company
financial statements
Additional information
201 Country-by-country report
202 Independent auditors’ report
to the Directors of Metro Bank
Holdings PLC
204 Alternative performance measures
209 Abbreviations
210 Shareholder information
Scan and click to view our case
study on Castlebridge online at:
www.metrobankonline.co.uk/business/
customer-stories/a-suite-partnership/
Scan and click to view our case study on Fortem
Financial Management Ltd online at:
https://www.metrobankonline.co.uk/business/
customer-stories/a-shared-culture-of-giving-back/
Statutory profit/(loss) before tax (£m)
£87.2m
2025
2023
2024
87.2
(212.1)
30.5
Underlying profit/(loss) before tax (£m)
£98.1m
2025
2023
2024
98.1
Loan-to-deposit ratio (%)
66%
2025
2023
2024
66
62
79
Deposits (£b)
£13.4b
2025
2023
2024
13.4
14.5
15.6
Net interest margin (%)
2.98%
Loans and advances (£b)
£8.8b
2025 2025
2023 2023
2024 2024
2.98 8.8
1.91 9.0
1.98 12.3
Summary of the year
A year of growth and delivery
The successful delivery of our strategy has resulted in strong financial
performance for this year. We delivered a significant increase in
profitability for FY 2025 on both an underlying and statutory basis.
Our positive momentum has continued in 2025, with record growth
lending in our key target areas of corporate, commercial and SME lending,
and specialist mortgages – areas where our established relationship
banking model positions us to win and create new FANS. We remain
focused on delivering for our colleagues, customers, shareholders and
supporting UK growth, leveraging our relationship-focused banking model
and diverse market offering.
(14.0)
(16.9)
Scan and click to view our case
study on Twycross Zoo online at:
www.metrobankonline.co.uk/business/
customer-stories/twycross-zoo-case-study/
Scan and click to view our case study on
The Bridewell Pub online at:
www.metrobankonline.co.uk/business/
customer-stories/metro-bank-is-boss-for-
women-in-business/
1
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
At a glance
The bank behind the progress
At Metro Bank, we have always been
proud to do things our way. In an age
where banking has become less personal
and increasingly faceless, we have always
stood for something different, and today,
it’s that difference that defines the next
chapter in our story.
Our reason for being, why you and our
customers choose us, is because of
our people. We exist to empower our
customers and communities and we do
so with a human approach to banking,
whether face to face, over the phone or
through our digital channels.
We strive to make life easier for our customers
by providing exceptional service every time.
It’s at the heart of what we do and why we
are the ‘relationship banking specialists’.
Our purpose
To empower customers and
communities with a human
approach to banking.
Through delivering exceptional customer service, we
turn customers into FANS, who champion us through
actively recommending us to friends and family.
Our core principles define, guide, and inspire what
we do and the experiences we create.
This simple purpose guides everything we do as
it places the customer and our communities at the
heart of all of our decision making.
Who we are
We opened our doors in the summer of 2010 and
were the first High Street bank to open in the UK in
over 100 years. Since then, we’ve built a business that
is providing meaningful competition against larger
incumbents and offering a compelling alternative for
small business and commercial customers.
Our approach
Our approach is centred on our colleagues and
building relationships with our customers and
communities. Whether through our network of
78 stores, on the phone through our UK-based contact
centres, or online through our internet banking or
mobile app, we offer our FANS a real choice. Our
established relationship banking model and focus on
our local presence informs everything we do and the
decisions we make.
2
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
At a glance continued
Our behaviours
Our AMAZEING behaviours strengthen everything
we do and are ingrained throughout our organisation,
helping us drive our relationship banking approach.
• Attend to every detail
• Make every wrong right
• Ask if you’re not sure – bump it up
• Zest is contagious – share it
• Exceed expectations
• Inspire to create FANS
• Nurture for growth
• Game change, because we’re a different
kind of bank.
Our brand principles
People
We believe the best banking experiences
come from genuine people who truly care,
all delivered with empathy, compassion
and understanding.
Relationship
We believe in creating authentic and
longstanding relationships with all our
customers, so that we can be there through it
all – challenges, celebrations, ups and downs.
We’re here when our customers need us,
every step of the way.
Simplicity
We’re here to make our customers’ lives
easier, taking the stress out of banking by
providing exceptional products and service,
all delivered in a clear concise manner –
every time.
Locality
Our growing network of stores across
England and Wales engage local customers
with their day-to-day banking needs –
business or retail – whilst contributing to
regional economic initiatives. Our colleagues
combine friendly and engaging face-to-face
communication with local know-how.
Our strategic priorities
Our strategic priorities are our day-to-day focus, and
are crucial to delivering our long-term success.
Revenue
Create FANS to deliver strong growth.
Balance sheet optimisation
Continued focus on risk-adjusted returns.
Cost
Cost discipline to support profitable
growth and reinvestment.
Infrastructure
Protect value through safe,
scalable infrastructure.
Communication
Engage colleagues, communities and
other stakeholders to tell our story.
Read more about our business model on pages 10 to 12.
3
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Chair’s statement
A year of growth
with the England and Wales Cricket Board,
we continue to support Women and Girls
Cricket across the UK.
Our colleagues continue to be at the heart
of our relationship-led approach and are
the driving force behind our success. Their
professionalism, resilience and belief in
our purpose have been instrumental in
delivering the financial and operational
improvements achieved this year. We
continued to invest in colleague capability,
wellbeing and inclusion, reinforcing our culture
and supporting long-term performance.
We delivered this despite a challenging
external backdrop. The economic
environment and geopolitical background
remained complex, requiring agility, resilience
and disciplined risk management, but also
presented opportunities for innovation
and growth while remaining focused on
supporting customers and communities.
Looking ahead, we expect the broader
operating environment to continue
evolving, shaped by geopolitical
developments, current hostilities and
resulting macroeconomic environment.
We enter 2026 having delivered strong
progress over the past two years. This
has created a strong financial platform,
improved operational effectiveness and
clearer strategic focus. Metro Bank is
resilient and has a proven business model
which means we are confident about
our future plans and prospects. Our
priorities remain the same – deepening our
customer relationships, driving efficiency,
expanding our service proposition and
further enhancing our digital capabilities to
meet the evolving needs of our customers.
On behalf of the Board, I want to express
my gratitude to our dedicated colleagues
and leadership team whose efforts have
been instrumental in our achievements
this year. I would also like to thank our
shareholders for their continued support.
We look forward to building on our
momentum, striving to create value for all
of our stakeholders and strengthening our
contribution to the UK economy.
Robert Sharpe
Chair
15 April 2026
Robert Sharpe
Chair
Dear shareholder
I am pleased to present the Chair’s
Statement for our 2025 Annual Report.
This has been a pivotal year for the Bank,
one defined by disciplined execution,
strengthened financial performance and
growing confidence in our long-term
strategy. The leadership team has delivered
with focus and resilience, ensuring the
Bank continues to serve our customers
well while building a stronger and more
sustainable organisation.
Financially, we delivered another year of
solid progress. We exercised tight cost
discipline, strengthened our balance sheet
and enhanced the quality of our deposit
mix. We saw record growth in corporate
and commercial lending and continued to
diversify our specialist lending offering.
Our relationship-led model, specialist
lending expertise and expanding store
network enables us to continue supporting
customers, communities and the wider
UK economy.
We also continued to build a simpler, more
efficient and more focused bank. We made
meaningful progress against our multi-year
reorganisation plan, with teams collaborating
closely to streamline processes, modernise
platforms and improve operational
effectiveness. These changes are creating
greater capacity for growth and enabling us
to serve more customers in more ways.
Strong leadership and management action
have been central to our progress this year.
Under CEO Daniel Frumkin’s continued
direction, the Executive team maintained
clear focus on delivering the strategy and
ensuring the Bank remained disciplined,
efficient and resilient. Catherine Doran
joined the Board on 1 January 2026, further
strengthening the Board’s capabilities. In
October, we welcomed Rachel Duncan as
Chief People Officer. Nicholas Winsor will
step down on 31 May 2026. On behalf of
the Board, I would like to thank Nicholas for
his significant contribution.
2025 also marked our 15-year anniversary,
reinforcing our commitment to the
communities we serve. We remain rooted
in our local communities, supporting
both business and retail customers, and
opened new stores in Chester, Salford
and Gateshead. Through our partnership
This has been a
pivotal year for the
Bank, defined by
disciplined execution,
strengthened financial
performance and
growing confidence in
our long-term strategy.
4
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Operating environment
Unlocking growth
Economic and
political outlook
How we see it
The macroeconomic position has been stable but subdued
in 2025. Real GDP growth has been muted, and consumer
confidence remains subdued, whilst the unemployment rate
has risen to its highest in more than four years. The tax hikes
announced in November’s Budget were not as large as feared,
although they built on increases at the end of 2024 and overall
fiscal policy has tightened. Against this, inflation appears to have
peaked, and this has allowed monetary policy to ease, albeit at
a cautious rate. Customer performance has remained resilient,
with arrears and losses stable overall after some increases in
the mortgage portfolio over prior years driven by increased
interest rates.
How we are responding
Expected credit losses (ECL) have remained at an adequate level
with a range of macroeconomic scenarios (including downside
events) incorporated into the Moody’s macroeconomic outlook
and post model adjustments being held to reflect risks beyond
these.
Looking ahead, we expect the broader operating environment
to continue evolving, shaped by geopolitical developments and
macroeconomic environment. We enter 2026 having delivered
strong progress over the past two years. This has created a strong
financial platform, improved operational effectiveness and clearer
strategic focus. Metro Bank is resilient and has a proven business
model which means we are confident about our future plans
and prospects. Our priorities remain the same – deepening our
customer relationships, driving efficiency, expanding our service
proposition and further enhancing our digital capabilities to meet
the evolving needs of our customers.
Competition
How we see it
The UK banking market remains highly competitive in respect of
both deposits and lending. With ongoing cost of living challenges,
pressure continues to persist on current account balances. At the
same time, despite ongoing Base Rate reductions, the ‘higher for
longer’ Base Rate environment encourages customers switching
to and retention in interest-bearing deposits.
In the lending market, we are seeing larger incumbents seek
to grow net interest margin (NIM) through entry into higher-
yielding sub-markets/increased risk appetite, whilst specialists
are investing into customer experience as a means of protecting
yield. Across the market, there has been a greater emphasis on
customer retention as a means of managing balance sheets,
whilst we have continued to see consolidation within the market,
as lenders seek to benefit from economies of scale.
How we are responding
We are focusing our investment in current accounts, and
supporting capabilities, for our corporate, commercial and
SME customers where we see our relationship-first proposition
differentiating us from our peers. We continue to win new SME,
corporate and commercial current accounts and have doubled
our share of the Business switcher market over the last 12 months.
In the lending space, we are focused on targeting specialist
sub-segments of the market, which offer relative scale at
attractive risk-adjusted returns. We believe our target operating
model, distribution and lower cost of funds relative to leading
specialist provides a competitive advantage as opposed to
continuing to compete within the vanilla and Advanced Internal
Rating-Based (AIRB) space, where structural disadvantages in the
capital treatment of residential mortgages compared to larger
AIRB-approved competitors persist.
Customer
behaviour
How we see it
Customer behaviour in 2025 has been marked by the steady
ongoing decline in Base Rate and continuing inflationary and
cost-of-living pressures. This has seen customers stabilise the
balances they hold in the current accounts relative to saving.
The higher Base Rate environment, with associated higher savings
rates, means the savings market remains highly competitive
with ongoing switching behaviours. The market has also seen
customers make greater use of ISAs as a tax shield, particularly
amongst savers with high balances where interest payments
exceed the personal savings allowance.
We are also continuing to witness the acceleration of digitisation
with customers continuing to prefer digital-first channels. This
rise in use of new technology also gives rise to increasingly
sophisticated fraud.
How we are responding
In 2025, we have not been actively competing for interest-bearing
deposits – instead, we have been continuing to optimise our deposit
base, and associated cost, reflecting a prudent reduction in excess
liquidity held as cash. We continue to focus on current accounts,
and supporting capabilities, for our corporate, commercial, SME
and Trustee customers where we see our relationship-first
proposition differentiating ourselves from our peers.
We expect the current digitisation trend to continue, and we
will make disciplined investment choices in this area including
investment in capabilities to enhance our customer experience and
propositions as well as minimise the risk of fraud and financial crime.
We are committed to stores and maintaining a fully integrated
offering – creating a truly differentiated relationship-led proposition.
5
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Operating environment continued
Capital and
funding regime
How we see it
The UK’s approach to capital management continues to shape
the banking industry. The Bank of England (BoE) recently revised
the MREL Policy Statement, which particularly impacted mid-
sized challenger banks like us, confirming that the Bank has been
reclassified as a transfer firm, effective 1 January 2026, ending the
requirement to issue bail-in eligible MREL debt. This is a positive
development which affords us more capital flexibility and enhances
our ability to lend into the UK economy.
With respect to funding, the continued repayment of the BoE’s
TFSME by banks (combined with additional quantitative tightening)
has increased competition for deposits to replace this form of
funding; however, an uptick in ILTR and STR usage has gathered
pace over the last year or so, as firms make increasing use of
the BoE’s Sterling Monetary Framework facilities to meet their
individual reserves needs, which has offset some pressure on
deposit rates. Liquidity will remain a core focus for banks going
into 2026, with firms likely to continue to hold excess liquidity over
minimum requirements.
How we are responding
We have optimised our capital position for growth following the
inaugural £250 million Additional Tier 1 securities issuance and the
completion of the £584 million unsecured personal loan portfolio
sale. Both transactions were in line with our strategy to reposition
and strengthen the balance sheet, creating additional capacity for
growth to enable the Bank to continue its rotation towards higher-
yielding assets.
Excess liquidity has been successfully managed down, with high-cost
fixed-term deposits now comprising just 5% of the book. Exit cost of
deposits at December 2025 of 0.94% is the lowest of any UK High
Street bank. We retain high levels of liquidity with a liquidity coverage
ratio (LCR) as at 31 December 2025 of 306%.
Regulatory
environment
How we see it
The UK regulatory environment continues to evolve, with further
changes upcoming from key regulatory authorities such as the
Prudential Regulation Authority (PRA) and Financial Conduct
Authority (FCA). These include a wide range of reforms in response
to the Government’s ongoing growth agenda set out through the
Leeds Reforms, for example in respect to the mortgage market and
the Senior Managers and Certification Regime.
Key regulatory initiative updates in 2025 have, for example,
included the near-final Basel 3.1 policy updates, which see
changes to the industry’s capital requirements, as well as the
Bank of England’s revised MREL Policy Statement and the FSCS
threshold limit change. We also see the regulators continuing to
take a firm approach to misconduct and ensuring fair outcomes
for customers.
How we are responding
We continue to deliver a range of comprehensive projects to
ensure we remain compliant with changes to the regulatory
environment. We proactively engage with regulators, industry
bodies and other stakeholders to help shape the regulatory
agenda, provide feedback on proposed reforms and continue
to advocate for proportionate and pragmatic regulations that
support both innovation and growth whilst protecting the integrity
of the financial system.
Focus on
sustainability
How we see it
As awareness of the risks and opportunities around sustainability
continues to grow, stakeholders are increasingly scrutinising
companies’ responses to these sustainability factors. Customers
increasingly expect the companies they interact with to
operate and grow in a sustainable manner and are taking these
considerations into account when making purchasing decision.
As well as our own decisions around sustainability within our
operations, we recognise the role we play in broader society,
primarily through the decisions over who and what we choose
to finance and the suppliers we chose to work with. We see that
the financial system has a central role in acting as a catalyst
for change in broader society and as such can play an outsized
role in contributing to the transition to a more sustainable and
resilient economy.
How we are responding
We recognise the interconnectedness between sustainable
business practices and long-term financial performance and
as a result continue to integrate sustainability into all of our core
operations and decision-making processes.
We remain on track to deliver on our pledge to achieve net zero
carbon emissions across Scope 1 and 2 emissions by 2030 and
continue to make progress with mitigating our wider Scope 3
emissions. In achieving this, we remain committed to being
transparent in respect of our reporting of progress to delivering
this. We also recognise the importance of giving back to society
and this will continue to be achieved through a range of initiatives
which utilise our physical and digital channels.
Our corporate governance structure ensures that sustainability
is a key focus as part of our relationship banking approach.
6
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Chief Executive Officer’s statement
A year of strong delivery
from SME clients, deepening these valued
relationships beyond the loan book.
Throughout the year we maintained our
focus on optimising our capital position.
We successfully issued £250 million of
Additional Tier 1 (AT1) notes and completed
the £584 million unsecured personal loan
portfolio sale in the first half of the year.
In addition, our reclassification as a transfer
firm under the MREL regime, effective from
1 January 2026, provides further capacity
for growth in corporate, commercial and
SME lending, and specialist mortgages.
Momentum in the underlying franchise
remains strong and the significant progress
achieved over 2025 gives us confidence to
introduce new, more detailed guidance that
extends out to 2028:
• Return on Tangible Equity (RoTE) to be
greater than 13% in Q4 2026, greater
than 15% for 2027 and greater than 18%
for 2028, positioning us as one of the
highest of any UK High Street bank
• continued net interest margin (NIM)
expansion driven by asset rotation and
management of cost of deposits, with
exit NIMs to be between 3.40%-4.00%
and 3.75%-4.50% in 2026 and 2027,
respectively
• continued cost discipline, with cost to
income ratios for 2026, 2027 and 2028
to be between 75%-70%, 65%-60%, and
55%-50%, respectively.
Daniel Frumkin
Chief Executive Officer
2025 was a year of strong growth and
continued momentum for Metro Bank
delivered through focused execution of
our strategy. As we celebrated our 15-year
anniversary, our purpose and unwavering
commitment to relationship-led banking
remained at the heart of everything we
do, supporting people, businesses and
communities across the UK.
We delivered excellent financial
performance, achieving an underlying profit
of £98 million, the highest in Metro Bank’s
history, as well as impressive growth in
other key metrics including a 22% increase
in net interest income (NII) and a 16%
increase in revenue. We met all the financial
guidance that we provided to the market at
the start of the year and exceeded target by
lowering costs by 7%.
Our strategic shift towards corporate,
commercial, SME lending and specialist
mortgages continued at pace, with record
new lending of £2 billion for corporate,
commercial and SME lending. This reflects
the expertise and experience of our teams
and the benefits of our local relationship-
driven model. Specialist mortgage
performance remained strong as we
broadened our proposition to meet more
complex customer needs. Across all our
lending we continue to take a disciplined
underwriting approach, as evidenced by our
consistently low non-performing loan ratio.
We maintained a rigorous focus on costs,
delivering a 7% reduction year-on-year,
ahead of guidance. Alongside this, our
strategic collaboration with Infosys is
enabling greater automation, enhanced
digital capabilities, embedding further AI
capabilities, and more scalable processes,
ensuring we build a more efficient bank
for the long term.
Disciplined balance sheet optimisation
remained central to our strategy, and
we successfully managed down excess
liquidity, particularly expensive fixed-term
deposits resulting in the lowest cost of
deposits of any UK High Street bank. Non-
Interest-Bearing Liabilities (NIBLs) remain
double the market average and fixed-term
deposits and cash ISAs represent only
one fifth of the market average, providing
an enduring structural advantage. We
are also seeing increased deposit inflows
We expect to
deliver greater than
18% RoTE for 2028,
firmly positioning us
as a UK market leader.
7
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Chief Executive Officer’s statement continued
Progress on strategic priorities
Revenue: record new lending
Our £2 billion of record new corporate,
commercial and SME lending in 2025,
combined with the credit approved pipeline
of £800 million at the time of our FY
results, is equal to all new originations in the
last two years and illustrates the success
of our strategic pivot. Our relationship
managers organically generated 88%
of new corporate lending, which is
important in helping to manage costs
while simultaneously maintain strong asset
quality because we are lending to business
we know and have relationships with. While
we are winning market share in our target
segment, our portfolio remains highly
collateralised and prudently provisioned.
We are focused on pricing discipline
ensuring we maintained an average margin
in excess of 350 bps over base rate, driving
year-on-year improvements in yield.
We made strong progress in specialist
mortgage originations in 2025, with the
Bank now firmly established as a specialist
mortgage provider of choice. We continued
to enhance our specialist proposition and
launched additional products (House in
Multiple Occupancy ’HMOs’, Multi-Unit
Freehold Blocks ‘MUFBs’ and affordability
enhancements) in 2025.
We successfully managed down excess
liquidity throughout 2025, resulting in
an exit cost of deposits at December
2025 of 0.94%, the lowest of any UK High
Street bank.
The combined impact of increased lending
yields and a lower cost of deposits resulted
in an exit NIM of 3.17% in December 2025.
Overall revenue increased 16% year-
on-year, despite 100 bps year-on-year
reduction in Bank of England base rate
and a meaningfully smaller balance sheet
following the asset sales in the first half of
the year.
Cost: improving efficiency
We reduced underlying costs by 7% in
2025, ahead of our stated target of 4-5%.
Our collaboration with Infosys continues
to enhance digital capabilities, improve
automation, and embed further AI
capabilities, allowing the Bank to scale in
an efficient manner. We expect operating
costs to remain flat in 2026 as we maintain
our focus in this area.
We met all the financial
guidance that we
provided to the market
at the start of the year
and exceeded our
target by lowering
costs by 7%.
Infrastructure: building the future
We continue to enhance technology, data
and operational resilience to support
our growth momentum and deliver even
better customer experiences. Significant
upgrades to financial crime and fraud
infrastructure in 2025 have helped protect
our customers. We also launched the
Metro Bank Scam Checker in April 2025,
becoming the first UK bank to partner
with award winning firm Ask Silver, helping
customers identify scams more effectively
through the use of specialist AI technology.
AI is playing an increasingly important
role across the organisation. In 2025 we
expanded the use of AI-enabled tools
in our corporate and commercial credit
processes, giving our colleagues more time
to focus on deeper customer relationships.
These innovations complement our
relationship-led service model, supported
by ongoing upgrades to our digital channels
and call centre infrastructure.
Stores remain at the very heart of the
Bank’s service offering and strategy, as an
enabler of our relationship-based approach.
We opened three new stores last year in
the North of England and have identified
further sites for two more stores. Locations
were selected to specifically support our
growing corporate, commercial and SME
banking offer and local communities.
8
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Chief Executive Officer’s statement continued
Balance sheet optimisation:
maximising opportunities
In line with our strategy, a continued
focus for the Bank in 2025 was optimising
our capital position for growth and we
executed two key actions at the start of
the year. In March 2025, we completed
the inaugural £250 million AT1 securities
issuance, followed by the completion of
the £584 million unsecured personal loan
portfolio sale.
As we anticipated, the Bank was reclassified
as a transfer firm under the MREL regime
effective from 1 January 2026. As a result,
MREL requirements are now set equal to
minimum capital requirements. The Bank’s
total capital plus MREL ratio at FY 2025
was 26.1%, a 310bps improvement year-
on-year (FY 2024: 23.0%), and 320bps
above regulatory minimum requirements
(including buffers).
Excess liquidity has been successfully
managed down throughout 2025 with high-
cost fixed-term deposits now comprising
just 5% of the book. Our core customer
deposit base continues to be predominantly
Retail, with growth in SMEs in line with
the Group’s strategy.
Cost of deposits for FY 2025 was 1.06%
with an exit cost of deposits at December
2025 of 0.94% which is the lowest of any
UK High Street bank. All the actions taken
to optimise the balance sheet, as well as
our reclassification under MREL, create
opportunity for the Bank and capacity for
future growth momentum.
Communications: empowering our
colleagues and communities
Our inclusive culture remains central to
our success and continues to drive strong
colleague engagement. Following a period
of transformation over the past two years,
our Voice of the Colleague survey saw
a significant 7-point uplift in satisfaction,
reflecting confidence in our direction. We
maintained a strong focus on colleague
development and mobility, with almost 300
colleagues promoted during the year.
We brought our refreshed brand
positioning to life in January 2025,
reinforcing our relationship banking
focus and highlighting the role in-person
customer service plays in our model.
To support growth in corporate,
commercial and SME banking, we
strengthened our regional leadership
with new senior appointments across the
Midlands, Wales and the South West, and
the North West, positioning us for the next
stage of growth across the breadth of
the UK.
Our ongoing commitment to communities
remained strong and highly visible
throughout last year. Through our
partnership with the England and Wales
Cricket Board and the Metro Bank Girls
in Cricket Fund, we continued to remove
barriers to participation and promote the
visibility of women and girls in cricket
through our Seeing is Believing campaign,
contributing to a 32% increase in
girls’ teams.
Outlook: clear strategy, disciplined
delivery and resilient model create
strong momentum
The Bank is well positioned to continue
delivering its strategy and growth
trajectory. We have a clear plan, a strong
customer proposition underpinned by
deep relationships and a resilient model
that supports profitable growth. The Bank
expects to deliver greater than 18% RoTE
for 2028, almost trebling 2025 RoTE and
in doing so, firmly positioning us as a UK
market leader.
Daniel Frumkin
Chief Executive Officer
15 April 2026
We have a clear plan,
a strong customer
proposition
underpinned by
deep relationships
and a resilient model
that supports
profitable growth.
9
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Business model
Unique customer experience
Built upon...
Environmental and
social priorities
We ensure that our business model and
approach is focused on the areas that
matter most to our stakeholders.
Read more
on pages 18 to 29
Risk management
We focus on enhancing our control
environment and risk capabilities,
to balance the risks that need to
be taken to deliver on our strategy
whilst doing so in a managed
and appropriate manner.
Read more
on pages 104 to 138
Governance
We continuously improve our approach
to governance. Maintaining a robust
governance framework is important
in allowing all stakeholders to have
confidence that we are making
decisions in the right way.
Read more
on pages 47 to 103
our business model... ...delivers value for:
Customers
Without the loyalty of our customers we
would not exist. Turning our customers
into FANS ensures the enduring success
of our business.
Colleagues
We strive to make Metro Bank a great
place to work, where colleagues can excel,
grow and be themselves.
Investors
We are committed to ensuring that we
remain an attractive investment for equity
and bondholders. We never take our
investors for granted and work hard to
build and maintain trust.
Regulators
We continue to play our part in ensuring
a safe and stable financial system.
Suppliers
Building a trusted supplier base is key
to delivering our ambitions. We want
to ensure that as we grow, they share
in our success.
Communities
We believe in being truly local through
supporting businesses to strengthen local
economies and addressing local issues
with initiatives that benefit our neighbours
and friends.
Integrated
model
Combined
with...
Creating FANS
who bring...
Allowing us to
generate...
Creating
long-term value
allowing
investment in...
Risk-adjusted
returns
Unique
culture
Service-led
core deposits
How we make money
We make money through the difference we charge on
the loans we issue and the deposits we take, less our
operating costs and changes in ECL.
10
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Business model continued
Progress in 2025 Operating environment Priorities Risks
Integrated model
Our integrated model aims
to combine delivery through
physical and digital channels.
We are delivering stand-out service through our
stores and digital presence. Our focus in 2025 has
been to accelerate the pivot towards corporate,
commercial and SME lending, and specialist
mortgages, within our existing credit risk appetite.
In commercial, we have enhanced our business
overdraft offering via mobile application and
launched SONIA-linked loan propositions and
revolving credit facilities for larger, more complex
businesses. We have also enhanced our digital
self-service and onboarding capabilities as well as
reviewing internal processes to improve our speed
to market.
In mortgages, we launched new specialist mortgage
products, mainly limited company buy-to-let, HMOs
and MUFBs.
Competition
The UK banking market continues to be liquid and
competitive with high levels of innovation. To remain
relevant, we invest in our people and channels to
ensure they exceed our customer needs.
Customer behaviour
Customers are continuing to value in-person service
for more complex propositions, although the move
to digital continues in more routine areas. This will
continue to play to our strengths.
Focus on sustainability
We are seeing strong pressure from all of our key
stakeholders to ensure all of our operations are
sustainable and will commence sustainability training
in early 2026 for all key people as we look to support
our customers’ transition to lower-carbon models.
We are committed to serving
customers through our
strategically positioned store
network.
We continue to explore options to
further right-size our cost base by
assessing all options across the
real estate we lease and own. Our
plans are progressing with focus on
opening smaller sites in strategic
locations in the North of England
and Midlands.
Although a physical presence
remains core to our offering, our
focus will be to digitalise to ensure
we remain competitive against
both larger High Street peers and
new digital-first or digital-only
entrants.
Our principal risks in respect of
delivering our integrated model are:
• conduct risk
• operational risk
• strategic risk.
We are enhancing our processes
and systems to minimise the risk of
operational issues, and to continue
delivering on our strategy.
Unique culture
The Bank’s unique culture is
powered by expert teams
united by a shared ambition:
to make a difference for our
customers, our communities
and our business.
Our culture has been a key strength during a period
of transformation, with teamwork, authenticity and
clarity of purpose consistent characteristics. Our
people are demonstrating renewed energy around
our business strategy and are highly motivated by
opportunities to further enhance what we deliver
for our customers.
Competition
Our people-focused culture gives us competitive
advantage in the highly competitive market for talent.
We offer a genuinely differentiated experience and
continue to benefit from a highly diverse employee
population, and see a high number of colleagues who
return to the Bank because of how we work and what
we stand for.
Our colleagues remain at the heart
of what we do, and retaining our
culture – including our commitment
to diversity and inclusion – will be
a key component of our business
strategy. This includes our supplier
partners, who are an important part
of how we deliver efficient and
cost-effective opportunities.
Our principal risks in respect
of delivering our culture:
• conduct risk
• legal risk
• operational risk
• strategic risk.
Managing and eliminating risk is
embedded within our culture, with
colleagues feeling empowered to
raise concerns and do the right
thing for customers, colleagues
and the business. Planned
automation and strategic refocus
are key to managing risk within
a smaller workforce.
11
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Business model continued
Progress in 2025 Operating environment Priorities Risks
Service-led
core deposits
We seek to attract core
deposits through our
service-led relationship
banking model with specific
emphasis on our core retail
and SME franchise.
Throughout 2025, our focus has been two-fold.
Firstly, optimising the Bank’s liquidity and cost
of deposits in the context of balance sheet
requirements. This has resulted in intentional
reductions in some interest-bearing deposit balances
throughout the year, whilst still offering value to
FANS, attributing to the lower year-end exit cost of
deposits of 0.94%.
Secondly, we have grown our core customer deposit
base, with growth in SMEs in line with the Group’s
strategy.
Competition
Interest rates have remained elevated despite ongoing
Base Rate reductions. Competition for deposits has
remained robust, both from challenger banks and
larger incumbents. Alongside this, newer digital-only
fintechs continue to grow.
Regulatory environment
The regulatory environment continues to work
towards ensuring the fair treatment of customers
with a particular focus on vulnerable customers and
Consumer Duty. As a deposit-taking institution, we
proactively engage with regulators to advocate for
regulations that support both innovation and growth.
We continue to deliver and implement a range
of comprehensive projects to ensure we remain
compliant with changes to the regulatory environment.
During 2026, we will concentrate
on growing our current account
numbers, with priority geared
towards increasing commercial,
corporate and business, where
balances tend to be higher and fee
earning opportunities are greater.
We will also launch new services
and propositions in these markets
to help meet more customer
needs, deepen relationships and
grow our income.
Our principal risks in respect
to delivering service-led core
deposits are:
• conduct risk
• financial crime
• legal risk
• liquidity and funding risk
• market risk
• regulatory risk
• pricing risk.
We are actively managing our
balance sheet to ensure we
retain high levels of liquidity and
appropriately hedge our interest
rate risk.
Alongside this, we continue to
enhance our controls and review
our products to both protect our
customers and ensure we are
delivering fair outcomes.
Risk-adjusted returns
We seek to balance our
lending mix through a broad
yet simple product offering
that is priced proportionate
to risk.
Going into the year, we focused our attention on driving
strong growth in commercial and specialist mortgage
lending, with a shift away from consumer lending.
2025 saw us continue our pivot into specialist sub-
markets which offer scale whilst generating attractive
risk adjusted returns through our entry in to HMOs
and MUFBs. This lending is already contributing c.25%
of new business buy-to-let applications since launch
in Q2. In addition, a refreshed Near Prime proposition
has contributed to an increase in Q4 application yield
volumes within our risk appetite.
In our commercial and corporate business, we
focused on specialised assets in core sectors where
our expertise and agility command a higher premium,
enabling us to both price for risk and ensure our
guided profit margins are maintained.
Competition
Competition for lending remains strong, notably in
corporate, commercial and SME lending, and specialist
mortgage markets, where competitors include both
larger banks and smaller, specialist lenders.
Capital and funding regime
The UK’s prudent capital regime continues to see
large financial firms, including ourselves, retain access
to capital markets to support evolving and improving
regulatory requirements.
Economic and political outlook
We expect interest rates to fall towards a more
normalised level in 2026, but financial pressure
on households and an uncertain geo-political
outlook remains.
We will continue to optimise our
balance sheet and utilise our
capital stack most efficiently to
generate the best possible returns
for all stakeholders.
We continue to focus our lending
towards higher margin corporate,
commercial and SME lending, and
specialist mortgages, where our
manual underwriting capacity
linked to sector specialist bankers
is a competitive advantage.
Our principal risks in respect
of delivering risk-adjusted
returns are:
• conduct risk
• credit risk
• market risk
• regulatory risk
• model risk
• capital risk
• strategic risk.
We take a prudent approach
to lending to minimise the risk
of losses. We regularly review
and update our credit models
to support this.
12
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Key performance indicators
Drivers of growth
Our KPIs are the metrics we monitor to
check we are on track with the delivery
of our strategy, as well as to assess how
our business model is performing.
Link to business model
Our business model is set out on page 10.
Our KPIs are used across the Bank to support
a well-rounded and consistent business
model that aims to generate long-term value
and create tangible book growth.
Link to remuneration approach
Our approach to remuneration for
leadership is based on a simple and clear
scorecard. The scorecard measures are
aligned to the four components of our
business model to ensure the leadership
team focuses on the longer term goals of
the Bank. We also provide an LTIP and SVAP
linked to our scorecard outcomes.
Alternative performance measures
Where a financial KPI is an alternative
performance measure, a reconciliation
to the nearest statutory measure can be
found on pages 204 to 208.
KPI performance during 2025
Our KPIs in 2025 reflect a year of sustained
profitability and a healthy capital position
that has continued to affirm the positive
outlook for the Bank.
We have delivered on our strategy and seen
record growth in corporate, commercial
and SME lending, and specialist mortgages.
Our capital ratios (CET1, total capital and
total capital plus MREL) have remained
consistently in excess of regulatory minima
(including public buffers) and our projection
of long-term profitability is supported by
key underlying metrics.
As we look forwards into 2026, we are
focused on building the Bank further with
new services and products, and enhancing
our digital capabilities.
Non-financial
2025
2024
2023
Colleague engagement (pts)
S
How we define it
The result is taken from our annual Voice
of the Colleague survey.
Why it is important
Attracting and retaining talent is vital to
delivering superior service and preserving
our culture so we want to ensure
colleagues enjoy working for us.
Key:
S
Scorecard measure
L
LTIP measure
A
Alternative performance measure
27
36
21
37
20
38
2025
2025
2024
2024
2023
2023
Minority ethnic
Female
Senior leadership diversity (%)
S
How we define it
Proportion of female/minority ethnic
colleagues amongst our senior leadership
team (Executive Committee and their
direct reports).
Why it is important
Diversity amongst our senior management
ensures we are representative of the
communities we serve and our colleagues
as a whole. This means we are more likely
to make decisions that are beneficial to
all of our stakeholders and help us deliver
on our strategy.
75
64
71
13
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Key performance indicators continued
Financial
Key:
S
Scorecard measure
L
LTIP measure
A
Alternative performance measure
87.2
(212.1)
2025
2025
2024
2024
2023
2023
Statutory profit/(loss) before tax (£m)
Net interest margin (%)
S
A
6
(23)
4
2025
2024
2023
Return on tangible equity (%)
S
L
A
How we define it
Statutory profit after tax attributable to
shareholders as a percentage of average
tangible equity (equity excluding other
equity instruments, intangible assets and
deferred tax assets).
Why it is important
This is the strategic output of our business
model and how we judge success.
98.1
2025
2024
2023
Underlying profit/(loss)
before tax (£m)
S
A
How we define it
Our statutory earnings before tax adjusted
for certain items that distort year-on-year
comparisons.
Why it is important
It provides further understanding of the
underlying trends in the business.
0.16
0.06
0.26
2025
2024
2023
Cost of risk (%)
A
How we define it
ECL expense divided by average gross loans
for the year.
Why it is important
We seek to minimise our cost of risk,
balanced with the interest received, to
ensure we are optimising our lending.
How we define it
Our earnings before tax as defined by
International Accounting Standards (IAS)
and International Financial Reporting
Standards (IFRS).
Why it is important
Achieving sustainable profitability is the key
financial measure to demonstrate we are
creating long-term value.
1.63
1.57
1.40
2025
2024
2023
Tangible net asset value per share (£)
How we define it
Shareholders’ equity (excluding other equity
instruments and intangible assets) divided
by the number of issued ordinary shares.
Why it is important
It allows shareholders to assess
the underlying financial strength
of the business.
26.1
23.0
22.0
2025
2024
2023
Total capital plus MREL ratio (%)
S
How we define it
Our total capital plus MREL expressed as a
percentage of risk-weighted assets (RWAs).
Why it is important
Whilst we measure capital at multiple
levels our biggest constraints are at our
total capital plus MREL level which we are
actively addressing, ending the year above
regulatory minima including public buffers.
83
2.98
151
1.91
90
1.98
2025
2024
2023
Statutory cost:income ratio (%)
A
How we define it
Total costs (excluding ECL expense)
expressed as a proportion of total income.
Why it is important
Achieving tangible book growth involves
achieving profitability and therefore
creating positive operating jaws is vital.
Statutory cost: income ratio is a useful
metric in measuring this.
How we define it
Net interest income divided by the average
interest-earning assets for the year.
Why it is important
It shows how effectively and efficiently we
use our balance sheet to generate profit.
30.5
(14.0)
(16.9)
14
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial review
Fuelling future growth
Operating expenses
2025 2024
Underlying cost:income ratio 81% 101%
Statutory cost:income ratio
83% 151%
Underlying operating costs reduced 7%
year-on-year, to £473 million. We continue
to take a disciplined approach to costs,
allowing the Bank to scale in an efficient
manner. We are focused on enhancing our
digital capabilities, improving automation
and embedding further AI capabilities
across the Bank to further drive cost
efficiencies. Combined with growth in
underlying income, our underlying cost to
income ratio reduced to 81%.
Non-underlying items
2025
£m
2024
£m
Change
%
Impairment and
write-off of
property, plant,
equipment and
intangible assets (0.7) (44.0) (98%)
Transformation
costs (14.4) (31.1) (54%)
Remediation costs (1.2) (21.3) (95%)
Portfolio sales 5.4 (101.6) (105%)
Cost associated
with capital rise – (0.1) 100%
Non-underlying
items (10.9) (198.1) (94%)
Included in our statutory results are
£10.9 million of non-underlying items
(2024: £198.1 million), reflecting a steady
year of strategic execution. We recognised
£5.4 million net proceeds from the £584
million unsecured personal loan portfolio
sale in H1 2025, and £14.4 million of
transformation costs following localised
restructuring activities.
Marc Page
Chief Financial Officer
Summary of the year
2025 was another strong year as the Bank
executed on its strategy and delivered
across all aspects of market guidance.
We recognised an underlying profit before
tax of £98.1 million, the highest in the Bank’s
history. We reduced underlying operating
costs by a further 7%, actively managed
down liquidity to reduce cost of deposits,
and continued to strategically rotate assets
to higher-yielding corporate, commercial
and SME lending, and specialist mortgages.
We recorded a statutory profit before tax
of £87.2 million, £299.3 million more than
the £212.1 million statutory loss before
tax in the prior year, driven by one-off
transactions in 2024 that provided the
foundation for growth in 2025.
Income statement
2025
£m
2024
£m
Change
%
Underlying net
interest income 460.3 377.9 22%
Underlying net non-
interest income
124.8 125.6 (1%)
Total underlying
income
585.1 503.5 16%
Underlying
operating costs (472.7) (510.4) (7%)
Expected credit
loss expense
(14.3) (7.1) 101%
Underlying profit/
(loss) before tax
98.1 (14.0) 112%
Non-underlying
items (10.9) (198.1) (94%)
Statutory profit/
(loss) before tax 87.2 (212.1) 141%
Net interest income
Net interest income increased by 22%
to £460.3 million despite a lower average
Base Rate and a smaller balance sheet
following the £584 million unsecured
personal loan sale during the year.
The increase reflects continued transition
towards higher-yielding assets and
a reduction in cost of deposits.
Net interest margin for the year was 2.98%,
exiting at 3.17%, in line with guidance.
Structural improvements to net interest
margin reflect increased asset yields and
lower cost of deposits.
We have delivered all
market guidance, and
we’ve outperformed
on cost.
15
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial review continued
Expected credit loss expense
31 December 2025
ECL
allowance
£m
Coverage
ratio
1
%
NPL ratio
%
Retail mortgages 16 0.32% 4.45%
Consumer
67 58.77% 64.91%
Corporate and
commercial
87 2.21% 4.27%
Total lending 170 1.89% 5.14%
31 December 2024
Retail mortgages 15 0.29% 3.95%
Consumer
108 14.43% 13.02%
Corporate and
commercial
68 2.06% 6.16%
Total lending 191 2.07% 5.48%
1. Ratios are calculated using underlying figures.
We recognised an expected credit loss
expense of £14.3 million in 2025, with a
cost of risk of 0.16% (2024: 0.06%), owing
largely to the sale of the unsecured personal
loan portfolio. The credit environment has
remained relatively stable throughout 2025,
resulting in consistent coverage across
retail and commercial portfolios. As at 31
December 2025, our coverage ratio was
1.89% (31 December 2024: 2.07%), which is
appropriate and proportionate to our overall
lending portfolio.
Balance sheet
Lending
31 December
2025
£m
2024
£m
Change
%
Retail mortgages
4,940 5,145 (4%)
Consumer
114 745 (85%)
Corporate and
commercial 3,939 3,314 19%
Gross lending
8,993 9,204 (2%)
ECL allowance
(170) (191) (11%)
Net lending 8,823 9,013 (2%)
Net loans and advances to customers ended
the year at £8,823 million, down 2% from
the prior year (2024: £9,013 million) as the
Bank continues to actively rotate assets into
target segments of corporate, commercial
and SME lending, and specialist mortgages.
In particular, we saw a 19% increase in the
gross loans and advances to corporate and
commercial customers to £3,939 million
at 31 December 2025 (31 December 2024:
£3,314 million), driven by £2 billion gross new
lending in the year.
The consumer portfolio decreased from
£745 million as at 31 December 2024 to
£114 million as at 31 December 2025 due
to the aforementioned loan portfolio sale.
The sale was in line with strategic priorities
and allows us to prioritise lending in target
segments.
Retail mortgages decreased from
£5,145 million to £4,940 million, as we
continue to actively attrite the low-yielding
prime residential back-book, replaced with
higher-yielding specialist mortgages.
Treasury portfolio
We have continued to optimise our
Treasury portfolio in 2025 to maximise our
risk-adjusted returns on regulatory capital,
particularly as rates have fallen. We ended
the year with £6,345 million of Treasury
assets (31 December 2024: £7,301 million),
comprising £4,160 million investment
securities and £2,185 million cash and
balances with other banks (31 December
2024: £4,490 million and £2,811 million
respectively). Our investment securities
remain high quality and liquid, with 75%
being AAA-rated and 25% AA- to AA+ rated,
the AA portion being predominantly Gilts
(31 December 2024: 75% AAA, 25% AA- to
AA+).
Over the next two years approximately
£1.5 billion of fixed rate Treasury assets will
mature at an average blended yield of just
over 1%. These will be replaced by asset
with yields in line with or greater than the
prevailing Base Rate.
Deposits
31 December
2025
£m
2024
£m
Change
%
Retail customers
(excluding retail
partnerships) 4,765 5,968 (20%)
Retail partnership 1,832 1,785 3%
Corporate and
commercial
customers
(excluding SMEs) 2,114 2,263 (7%)
SMEs 4,734 4,442 7%
Total customer
deposits 13,445 14,458 (7%)
Of which:
Demand:
current accounts 5,862 5,791 1%
Demand:
savings accounts 6,901 7,534 (8%)
Fixed term:
savings accounts 682 1,133 (40%)
In 2025, our overall deposits reduced
to £13,445 million, a 7% decrease from
£14,458 million in 2024 as we continued to
manage down excess liquidity, particularly
expensive fixed-term deposits whilst
focusing on target sectors like SME, where
we saw an increase in deposits of 7%. We
are committed to our relationship banking
model, having opened three new stores
in 2025, and with 44% of total deposits
coming from current accounts, we have
exited the year with the lowest cost of
deposits of any UK High Street bank.
16
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial review continued
Liquidity
Our liquidity position remains strong
and in excess of regulatory minimum
requirements. We ended the year with
a liquidity coverage ratio of 306%
(31 December 2024: 337%) and a net stable
funding ratio of 161% (31 December 2024:
169%). We hold large amounts of high-
quality liquid assets totalling £6,264 million
(2024: £6,071 million).
Capital
2025
£m
2024
£m
Change
%
CET1 capital
1
840 808 4%
RWAs 6,711 6,442 4%
CET1 ratio 12.5% 12.5% 0bps
Total capital ratio 18.4% 14.9% 350bps
Total capital plus
MREL ratio 26.1% 23.0% 310bps
UK leverage ratio 7.8% 5.6% 220bps
The Bank maintained a strong capital
position throughout 2025, ending the
period with CET1, total capital and total
capital plus MREL ratios of 12.5%, 18.4% and
26.1% respectively (31 December 2024:
12.5%, 14.9%, 23.0%), all comfortably
above minimum regulatory requirements
including applicable buffers.
Our capital position is well optimised for
growth, with increases across all capital
ratios driven by profit generation, the
successful issuance of £250 million of
Additional Tier 1 securities, and the sale of
the unsecured personal loan portfolio.
RWAs increased to £6,711 million (31
December 2024: £6,442 million) reflecting
the portfolio sale, offset by continued asset
rotation into higher-density corporate,
commercial and SME lending, and specialist
mortgages.
Overall, the year-end capital and RWA
profile reflects proactive management of
the balance sheet to preserve resilience,
optimise capital resources, and position the
Group for sustainable future growth.
Looking ahead
As we look ahead to 2026, we are
committed to continued delivery against
market guidance and delivering sustained
growth in underlying profitability.
Marc Page
Chief Financial Officer
15 April 2026
Stores
Our network of 78 stores across England and Wales helps us
to deliver in-person relationship banking and specialist business
support, whilst also contributing to regional economic growth.
In 2025, we opened three new stores in the North, including
Chester, Salford and Gateshead – our first ever location in the
North East. Our store model helps us to increase brand awareness
and win new retail and business customers as we expand in
strategic geographies for growth. Our footprint allows us to play
an active role in the communities in which we operate through
our local colleagues and initiatives, financial inclusion and access
to cash, and support for vulnerable customers.
17
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review
Environmental, social and governance review
Our focus areas
Our customers,
communities
and colleagues
Pages 20 to 23
Governance, resilience,
suppliers, data privacy
and security
Pages 24 to 25
Our planet and climate-
related disclosures
Pages 26 and 31 to 40
Growing our store presence, staying
true to our relationship banking ethos
and helping local businesses and
communities to thrive are central
to our business model.
Together with our inclusive culture, these
commitments reflect our approach to
ESG as integral to delivering our strategy,
fundamental to how we operate and critical
to driving long-term success.
ESG governance and structure
The Board maintains oversight of our ESG
strategy and priorities, with ESG issues
regularly considered by the Executive
Committee (ExCo). An ExCo-led ESG
Steering Committee ensures the Bank’s
approach is strategic, coordinated and
aligned with the direction set by the Board.
Following our organisational restructure,
our ESG model was reviewed with the Social
and Governance Working Groups operating
as workstreams.
The Risk Oversight Committee (ROC)
oversees the framework for identifying,
managing and reporting climate-related
risks under the Enterprise Risk Management
Framework and can escalate climate-related
risk matters to the Board where required.
The Audit Committee reviews our ESG
update and TCFD disclosures as part of its
broader responsibilities for reviewing our
Annual Report and Accounts.
Non-Executive Director Nicholas Winsor
provides informal Board-level ESG oversight
and engagement with senior management.
The Chief People Officer is the ExCo
member responsible for ESG strategy
and the Chief Risk Officer has Senior
Management Function (SMF) responsibility
for climate-related risk.
Risk Oversight
Committee
Audit
Committee
Nomination
Committee
People and
Remuneration
Committee
Board
Board LevelExecutive Level
Executive Committee
ESG Steering Committee
Social
Workstreams
Governance
Workstreams
Environmental
Workstreams
This governance structure strengthens
disciplined execution, robust risk
oversight and long-term value creation for
shareholders – while supporting operational
resilience and aligning our ESG activities with
the wider business strategy.
18
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
Our customers and
communities
Turning customers and the communities we
serve into FANS is central to everything we do.
Topics identified via materiality assessment:
• customer service and experience –
creating FANS
• financial inclusion, literacy and education
• supporting vulnerable customers
• community engagement, investment
and fundraising.
Our suppliers
We work with suppliers who uphold our
values and actively assess and monitor the
controls they put in place. Topics identified via
materiality assessment:
• supply chain engagement and responsible
procurement
• human rights and modern slavery
• anti-bribery and corruption.
Our colleagues
We are committed to an AMAZEING colleague
experience, based on an inclusive culture.
Topics identified via materiality assessment:
• colleague attraction training and
development
• colleague engagement, health, safety and
wellbeing
• diversity, equality and inclusion.
Governance and
resilience
Good governance, compliance and risk
management practices make sure we remain
a sustainable, strong and resilient business.
Topics identified via materiality assessment:
• good governance practices
• ethics and compliance
• risk management and business resilience.
Data privacy
and security
We continue to assess, evolve and mature our
data privacy and cyber security capabilities.
Topics identified via materiality assessment:
• data privacy and cyber security
• financial crime and fraud.
Our planet
We are taking the actions required to make
positive changes and reduce our impact on
the environment.
Topics identified via materiality assessment:
• climate change
• operational environmental efficiency
• responsible investment and stewardship
• sustainable product innovation.
ESG materiality and priority themes
In 2022, we undertook a systematic
exercise to understand the ESG topics that
matter most to our internal and external
stakeholders. Using the Global Reporting
Initiative framework, we gathered feedback
on 19 issues and mapped them against six
overarching priority themes.
These themes continue to be relevant
under our evolved business strategy
and guide our approach to ESG issues
– deepening our impact for customers
and communities, supporting digital and
operational progress and advancing an
inclusive, values-led culture.
Read more
on page 20
Read more
on pages 24 to 25
Read more
on pages 21 to 23
Read more
on pages 24 to 25
Read more
on page 24
Read more
on page 26 and 31 to 40
19
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
We are committed to delivering relationship
banking in practice – providing the right
support at the right time.
Through colleague training and improved
tools and services we continue to build our
support for vulnerable customers.
In 2025, we upgraded our systems so
colleagues can immediately identify
customers who require additional support,
enabling tailored, real-time assistance. We
launched a Financial Inclusion toolkit to
ensure every new service and product is
inclusive by design and introduced Mpathy
Lab – a hands-on experience simulating
visual, physical and auditory impairments.
Colleagues told us this transformed their
understanding of accessibility and is shaping
the practical support they offer.
Growing awareness and better
conversations mean we have identified
more than 10,000 customers who need
additional support at some stage in their
journey – an increase of over 50%.
With scams becoming increasingly prevalent
we partnered with the charity Victim Support
to offer free, confidential and personalised
assistance to customers affected by fraud as
part of our aftercare service.
We continue to champion entrepreneurs
from under-represented groups. As
members of the Investing in Women Code,
we hosted 77 regional events for women-
led businesses to celebrate International
Women’s Day, and ran a masterclass at the
London Business Show showcasing female
business owners – strengthening the Bank’s
profile as a thought leader in this space.
Our Mbrace race and ethnicity colleague
network partnered with colleagues across
the Bank to deliver a Black Business
Showcase as part of Black History Month.
24 stores hosted events to promote
black-owned businesses, complemented
by a virtual session for colleagues to hear
directly from black entrepreneurs about
the opportunities and challenges they face.
We believe we have an important role to
play in opening up career opportunities
for young people. At our Mortgage
team’s annual broker event, we promoted
apprenticeships to SME brokers and
pledged our unspent levy funds to support
ten apprenticeships in the care sector. We
welcomed 43 work experience students
across the business, and partnered with the
Sutton Trust to host 12 students through its
Pathways to Finance programme.
We also engaged with hundreds of RAF
cadets to promote careers in financial
services, and hosted Jordan Wylie MBE,
star of Channel 4’s BAFTA-nominated show
Hunted, to promote the benefits to young
people of joining the Cadet Forces.
Every colleague is entitled to a paid day to
volunteer – a Day to Amaze. In 2025, 420
of our colleagues used their Day to Amaze
to support a wide range of community
causes, from fundraising to serving as school
governors. A team of volunteers from across
the bank also supported the Royal British
Legion’s Poppy Day appeal in London, helping
raise more than £65,000 for veterans,
serving personnel, and their families.
Many of our colleagues are passionate
champions for their communities, and our
partnership with the England and Wales
Cricket Board inspired us to offer them the
opportunity to bid for investment in their
local community cricket clubs. Five teams
were successful and are now improving
coaching and facilities for young people,
giving a whole new generation – especially
girls – the chance to access the skills and life
experience that come with playing sport.
77
regional events for women
entrepreneurs
Our customers
and communities
Relationship banking has always
characterised our approach and with
our growth in corporate, commercial
and SME customers we are helping
even more places and the people we
serve to thrive.
Supporting
Safe Spaces
We are proud that our national store
presence allows us to participate in
the Safe Spaces initiative, part of the
campaign run by charity Hestia to support
victim-survivors of domestic abuse.
Under Safe Spaces, anyone at risk from
domestic abuse can visit one of our 52
participating stores and access a private
space and phone to discreetly call
a helpline, support service or loved one.
We have trained 500 colleagues to
manage our Safe Spaces and provide
the right support.
To find your nearest Safe Space visit
www.uksaysnomore.org/safespaces
20
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
Developing our colleagues
When our people grow, the service we
deliver to our customers grows with them.
In 2025, we launched two major
programmes to strengthen our customer-
facing skills. In our business and retail teams,
we introduced Service Excellence Coaches
to help colleagues deliver consistently
brilliant experiences for our FANS. We also
rolled out an innovative learning programme
for 600 customer-facing colleagues focused
on active listening, empathy and supporting
customers with additional needs. The
programme was shortlisted for a Learning
Technologies Award.
We continued to build specialist capability
to support our pivot to corporate and
commercial banking, introducing new
credit training for regional teams and
enhanced training for colleagues in
our UK-based contact centres. We also
supported 63 colleagues to gain an MSc in
Sustainable & Digital Banking with Cranfield
School of Management.
Between August and October, 880
customer-facing colleagues completed
training to support vulnerable customers –
the largest training initiative in our history.
Colleague confidence in this area rose by
over 23%. You can find out more about how
we support vulnerable customers on page 20.
880
customer-facing colleagues completed
training to support vulnerable customers
Leadership capability remains essential
to our long-term growth. 51 colleagues
participated in our Learning to Lead
programme and senior leaders came
together throughout the year to build skills
in powerful communication and storytelling.
These efforts contributed to strong 2025
Voice of the Colleague survey results,
including an 11 point uplift in our scores on
senior leadership. There is more information
on our survey results on page 22.
For colleagues who join us as the first
step in their careers, we launched a
bespoke programme covering emotional
intelligence, time management and
problem solving to support a smooth
transition into the workplace.
Apprenticeships remain a key route for
future skills, with a 158% increase in
colleagues on apprenticeship programmes
this year. These programmes focus on
capabilities essential for our growth,
including leadership, AI, data analysis,
and fraud.
As active promoters of apprenticeships,
we were invited to attend the National
Apprenticeship Show and Regional
Skills Awards ceremony to promote
apprenticeships in financial services.
As well as formal learning programmes,
we help our colleagues build confidence
through informal development opportunities
such as cross-team projects and
presentations to senior leaders. Our
colleague inclusion networks play an
important role in facilitating development,
through promoting job shadowing, skill
sharing and making connections across
the business.
As a result of these combined efforts,
nearly 300 colleagues were promoted in
2025 – demonstrating our commitment
to attracting, developing and retaining the
best talent.
AI learning
campaign
Building colleagues’ confidence
and capability in using AI has been
a key focus for 2025. We launched
an interactive AI learning campaign
to strengthen understanding of AI
concepts, highlight key applications
in banking and build data literacy and
prompt-engineering skills.
More than 600 colleagues attended
events and the content received over
17,000 unique views – our most popular
learning campaign to date. Over 96% of
colleagues said the learning was relevant
to their role.
This programme supports our digital and
automation ambitions across the Bank.
Our colleagues
We are powered by our people who
work together with passion and
purpose to support our customers
and communities. Our culture and
capability agenda remains central to
creating a workplace we can all be
proud of – and to building the Bank for
future growth.
21
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
Marking
our 15th
Metroversary
Our 15th anniversary gave colleagues
an opportunity to come together and
celebrate our journey since opening our
doors in 2010. There was real pride in
reflecting on growth to 76 stores (now
78) across the country and the millions
of FANS we have created by bringing
relationship banking to life.
Colleagues shared stories of their
development, the impact they have
made in their communities and the
relationships that make Metro Bank
such a unique place to work.
Engaging our colleagues
Our 2025 Voice of the Colleague
survey highlighted a significant uplift in
colleague engagement after a period
of business transformation, with scores
improving across all themes. More than
a third of questions scored above the
global benchmark, including colleagues
recommending the Bank as a great place
to work. Feedback highlighted a culture
built on teamwork, psychological safety,
inclusivity and genuine care from managers
and peers. Colleagues told us they are clear
on expectations and feel highly motivated
to deliver for our FANS.
Survey insights inform our actions each
year. In 2025, this helped build greater
confidence in the Bank’s direction and
supported a culture where colleagues
feel empowered to share ideas
for improvement.
Creating a diverse, equitable and inclusive
culture has always been a cornerstone
of the Bank. We partnered with local Job
Centres to recruit for our new stores in
Chester, Salford and Gateshead, offering
high-quality employment and development
opportunities. New recruitment technology
– including a video interviewing platform
and digital testing tool – increased
accessibility, reduced the possibility of bias
and supported reasonable adjustments as
part of the hiring process.
Our inclusive culture remains a key reason
colleagues join us. As we expand our
corporate and commercial teams, we have
attracted experienced talent by sharing
colleague success stories and showing how
our relationship-led culture helps us win
business. Showcasing our women leaders
and commitment to diverse talent pipelines
helped drive a 50% increase in the number
of CVs we received from women, and a
95% offer acceptance rate – strengthening
our employer brand and supporting long-
term performance.
Our colleague-led inclusion networks
continued to build a sense of belonging
through a range of events and
initiatives, including:
• cultural and religious celebrations
including Eid, Rosh Hashanah and Vaisakhi
• Neurodiversity Celebration Week
• a personal-brand session for
International Women’s Day, attended
by over 120 colleagues
• extension of our Back to Work buddy
scheme to include colleagues on
paternity and shared parental leave
• creation of self-service LGBTQ+
learning materials
• a workshop for colleagues on
strategies to achieve balance and
support wellbeing.
Inclusion in action
• Voice of the Colleague questions on
inclusive leaders and equal opportunities
both scored above the global benchmark
• 95% of colleagues trusted us with their
ethnicity data
• 50% of hires to senior leadership roles
were from ethnic minority backgrounds
• shortlisted for four consecutive years as a
Top 10 Inclusive Employer or Company at
the British LGBT Awards
• 11 SLT/ExCo members supported 55
colleagues in mentoring circles set up by
our Women on Work inclusion network
• 20+ colleagues supported by our Back
to Work buddy scheme
• 1,000+ colleagues reached by our regular
inclusion network posts.
22
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
Transforming the game for girls with
the Metro Bank Girls in Cricket Fund
Now in its third year, our six-year partnership
with the England and Wales Cricket Board
(ECB) continues to grow beyond traditional
sponsorship. It has become a meaningful way
to support the future of women’s and girls’
cricket, while strengthening the Bank’s wider
community impact.
At the heart of this partnership is the Metro
Bank Girls in Cricket Fund – a grassroots
programme helping to remove barriers to
participation. The Fund brings more coaches
and volunteers into the game, supports their
development, nurtures future ECB Coach
Developers, and helps clubs build confidence
and opportunity for girls at every level. Its
ambition is to triple the number of girls’ teams
by 2028, and early progress has been strong,
with team numbers already up by 32% as
at December 2025.
In 2025, Metro Bank launched Team Up
Dream Up, a campaign celebrating the power
of teamwork, confidence, and relationships in
opening doors for women and girls. Research
by the Bank and Censuswide found that
68% of women and girls would try a new
sport if they saw themselves represented. In
response, the Seeing is Believing campaign
created a new collection of high-quality
imagery representing women and girls in
cricket, now freely available to clubs through
the ECB Resource Hub and Getty Images.
Launched across social, digital, and media
channels, within two months the ECB image
bank became the most-viewed collection
per day and the campaign generated
2.1 million impressions, reaching an additional
1.2 million people. The Bank continues to
expand the collection, inspire future players,
and champion the growth of women’s and
girls’ cricket. The importance of visibility
and role models applies equally in financial
services, and the Bank plans to build on this
momentum with future initiatives for women
in business.
Gender pay gap
We believe it is important that our colleagues
reflect the diverse communities we serve.
Our gender pay gaps continue to compare
favourably to the wider financial services
industry and we continue to make progress
over a three-year period, with our mean
and median pay gaps now standing at 17.8%
and 14.0% respectively. The main driver
for the pay gaps is the lower number of
women in senior positions.
Metro Bank data as at 5 April 2025
17.8%
mean pay gap
14.0%
median pay gap
Read more on our gender pay, including the
actions we are taking to reduce it, at
metrobankonline.co.uk
Female Directors
on the Board
2025 27%
2024
27%
Female colleagues as
% of the workforce
2025 44%
2024
46%
Industry
43%*
% Females in
SLT (ExCo -1)
2025 36%
2024
37%
Industry
36% **
* Office for National Statistics.
** HM Treasury Women in Finance Charter.
23
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
Banking with integrity:
our role in society
We recognise our responsibility to
safeguard the integrity of the financial
system and protect society from the harm
caused by illicit activity. Through our robust
approach to reporting suspicious activity,
we play an active role in victim protection,
disrupting the financial networks that
underpin organised crime, human
trafficking and modern slavery. Our strict
compliance with international human rights
sanctions ensures we are a barrier to the
funding of those involved in genocide and
state-sponsored violence, reinforcing our
commitment to ethical governance and the
promotion of global human rights. Strong
governance supports disciplined execution,
builds trust and contributes to long-term
shareholder value.
The Bank’s Financial Crime Framework is
a cornerstone of our ESG commitment,
embedding the detection and prevention of
crime proceeds – including environmental
crime – into our core policies. While
applying a robust risk-based approach,
we maintain a careful balance to ensure
full regulatory compliance without the
disproportionate de-risking of vulnerable
sectors, thereby promoting financial
inclusion alongside security. Our culture
of ethical governance is anchored in our
adherence to the Senior Managers and
Certification Regime and the FCA Code of
Conduct rules, which serve as the bedrock
of our professional standards; this is further
evidenced by our Whistleblowing Policy and
a commitment to continuous, bank-wide
training that empowers our colleagues to
act with integrity.
Fraud, data privacy and security
Keeping customers safe from fraud and
scams is one of our highest priorities. We
have continued to invest in our technologies
to detect and prevent our customers from
fraud and scams, launching Scam Checker,
which customers can use to check if a
message, email or advertisement is genuine
or not. Work continues to further develop
its capability for our customers. We are
active members of Stop Scams UK, which
brings together banks, telecommunications
providers, technology companies and
law enforcement to prevent scams at
source. We also offer the 159 service,
giving customers a safe route back to the
bank if they have received an unexpected
phone call. The 159 number cannot be
impersonated or spoofed and is easy to
remember.
We continue to support the industry-wide
Take Five fraud awareness campaign and
the BBC Scam Safe Week to help our
customers stay safe.
Protecting our data and systems remains
paramount. In 2025, we strengthened
our threat management, monitoring and
response capabilities through enhanced
tooling and processes. We improved
our phishing simulation campaigns and
delivered mandatory information security
training. We also reviewed our information
and identity management approach to
strengthen governance and controls.
Response to data subject access requests
continued throughout 2025.
Our suppliers
Now more than ever, the risks arising
in supply chains are a key area of focus
and it remains important to us to work
with suppliers who uphold our values.
This begins at onboarding and continues
throughout every stage of the relationship.
In 2025, we implemented a new tool to
manage supplier-related workflows allowing
us to assess risks more robustly and draw on
subject matter expertise across the Bank.
We are committed to using the Financial
Services Supplier Qualification System
(FSQS). FSQS reduces duplication for
suppliers responding to due diligence
requests from financial services firms and
enhances our own assurance processes,
including the use of pooled audits. FSQS
also includes ESG-related questions which
we review when selecting and onboarding
new suppliers.
Our commitment to be net zero for
operational, supply chain and financed
emissions by 2050 will require deeper
collaboration in the years ahead.
Governance
and resilience
We have an ongoing commitment to
safeguarding customers, colleagues,
and human rights, protecting data,
and ensuring operational resilience in
an increasingly complex and evolving
threat landscape.
24
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
Human rights
In line with our brand ethos, we are
committed to maintaining positive
relationships with our stakeholders,
including conducting our business in a way
that respects human rights. Our policies
and practices reflect this, including our
Whistleblowing Policy, which applies to
any information relating to suspected
wrongdoing or dangers, and our detailed
Modern Slavery Policy.
We have a zero tolerance of slavery,
servitude, forced labour and human
trafficking (modern slavery). We enforce
appropriate systems and controls to ensure
that modern slavery is not present in our
business or supply chain.
The Bank screens against international and
UK-specific human rights lists – including
the UK’s Global Human Rights Sanctions
regime – enabling us to detect and block
individuals and entities linked to serious
abuses such as genocide and state-
sponsored violence, thereby contributing
to the global disruption of individuals and
regimes that contravene international
humanitarian law.
We continue to strengthen our risk
assessment and assurance processes to
identify potential modern slavery risks
within our supply chain. During 2025, we
worked with 1,753 active third parties.
Using a combination of the 2023 Global
Slavery Index Government Response
measure of countries (scoring below 50)
and the Unseen classification of higher risk
industries, we identified 5.25% of active
third parties who were either located in
higher risk countries and/or more exposed
to modern slavery risks due to the nature
of the services they provide. In line with
our Modern Slavery Policy, we conducted
further investigations to confirm these
suppliers have adequate controls in place
to mitigate modern slavery risks.
We support our suppliers by clearly
communicating our approach to modern
slavery and setting out our expectations.
We require all suppliers to comply with the
Modern Slavery Act 2015 and ensure that
modern slavery is not occurring within their
own operations or supply chains.
All colleagues completed modern slavery
training in 2025.
Taxes paid (2025)
Taxes collected (2025)
£m %
1. Irrecoverable VAT
and customs duty 40.5 58.0
2. Employer NICs 19.7 28.1
3. Business rates 8.3 11.9
4. Corporation tax – –
5. Land transaction taxes 1.2 1.8
6. Other tax
0.1 0.2
£m %
1. PAYE 39.2 68.5
2. Employee NICs 6.7 11.7
3. Net VAT
11.3 19.8
£57.2m
1
2
5 6
3
Political neutrality
Metro Bank is and will remain politically
neutral. It is not our policy to open or close
an account due to the political or personal
beliefs of an individual or organisation.
Taxation
We recognise the benefits to society that
arise from full participation in the tax
system. As with everything we do, we are
committed to acting with integrity and
honesty as set out by the tax strategy,
policies and practices we adopt. We
made a total tax contribution in 2025 of
£127.0 million, which was composed of
£69.8 million of taxes we paid and £57.2
million of taxes we collected on behalf of
the Government. Taxes paid in the period
represent a direct cost to us and are
either charged to our income statement
or capitalised as part of an asset’s cost.
Taxes collected are generated by the
Bank’s business activity and are part of our
indirect contribution to tax revenues. These
are the taxes of employees and customers
collected during the period in the usual
course of business and administered on
behalf of the UK Government.
Further information can be found in our Tax
Strategy available on our website at:
https://www.metrobankonline.co.uk/
globalassets/documents/customer_
documents/personal/2024-tax-strategy.pdf
4
£69.8m
1
2
3
25
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
The table below summarises our GHG emissions (figures in tCO
2
e) – further detail is provided in our climate disclosures on pages 31 to 40.
Group 2025 2024 2023 2022 2021 2020 2019
Scope 1 emissions 272 122 469 179 336 67 319
Scope 2 emissions (location based) 2,059 2,532 2,705 2,855 3,327 3,799 4,247
Scope 2 emissions (market based) 24 32 – – 1,194 729 3,256
Scope 3 emissions 55,898 72,670 111,205 129,363 155,182 190,333 248,979
Total GHG emissions (location based) 58,229 75,324 114,379 132,397 158,845 194,199 253,545
Total GHG emissions (market based) 56,194 72,824 111,674 129,542 156,712 n/a n/a
Full-time equivalent colleagues (FTE) 2,891 3,449 4,281 4,040 4,184 3,850 3,555
Total emissions per FTE 19.4 21.1 26.1 32.8 38.0 50.4 71.3
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
2019 2020 2021 2022 2023 2024 2025 2030
Scope 1 Scope 2
Operational emissions road map tCO
2
e
Our planet
We continue to work to reduce
the impact of our operations on
the environment. Climate change
is a risk both to the Bank and the
communities we serve – managing
this risk, and helping our colleagues,
suppliers, customers and communities
also to do so, is a key part of our
ongoing commitment to being
a responsible bank.
In recognition of this, we have committed
to two headline pledges to reduce our
carbon footprint:
• to achieve net zero across Scope 1 and
Scope 2 emissions by 2030
• to achieve net zero across Scope 3
emissions by 2050.
Our Scope 1 and 2 emissions have
reduced by 92% from our baseline level in
2019, evidencing strong progress towards
achievement of our 2030 pledge. We
have identified the key sources driving our
residual emissions and continue to assess
opportunities to mitigate these ahead
of 2030.
We are committed to following the carbon
mitigation hierarchy and will continue
to prioritise prevention, reduction and
substitution of our residual emissions,
with the remainder being offset via the
purchase of high-quality carbon removals.
Energy efficiency considerations are
incorporated into the ongoing management
of our estate and are managed via the
Energy Action Plan submitted as part
of the Energy Savings Opportunities
Scheme (ESOS).
We continue to disclose our corporate
environmental data via the Carbon
Disclosure Project, having made our
first full disclosure in 2023.
We do not lend directly to businesses
that undertake:
• metal ore mining, coal mining; peat, oil
or gas extraction
• fossil fuel power generation
• activities that cause deforestation
• arms manufacture.
26
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
Non-financial information and sustainability information statement
This statement is prepared in compliance with sections 414CA and 414CB of the Companies Act 2006 and explains where you can find further information about how we do the right thing in relation to our
customers, communities, colleagues and the environment. A description of our business model and strategy, as well as the non-financial KPIs relevant to our business can be found on pages 10 to 14.
Reporting requirement
Where to find further information for an understanding
of our business and our impacts, including outcomes of our activities
Relevant policies and standards that govern our approach
(please see the policy list on pages 28—29 for a description of each policy)
Environmental matters Page 26 – Our planet
Page 31 – Task Force on Climate-related Financial Disclosures.
• Climate Pledges
• Supplier Management
• Business and Commercial Lending.
Colleagues Page 21 – Our colleagues
Page 23 – Gender pay gap
Page 61 – Board oversight of culture and colleague engagement
Page 84 – Annual report on remuneration.
• Diversity and Inclusion
• Recruitment and Selection
• Health and Safety
• Whistleblowing
• Conflicts of Interest.
Social matters Page 20 – Our customers and communities
Page 24 – Data privacy and security
Page 24 – Governance and resilience
Page 26 – Our planet.
• Climate Pledges
• Supplier Management
• Business and Commercial Lending
• Vulnerable Customers
• Data Protection
• Anti-Tax Evasion
• Anti-Money Laundering/Counter Terrorist Financing
• Business Continuity
• Complaints.
Human rights Page 21 – Our colleagues
Page 23 – Gender pay gap
Page 61 – Board oversight of culture and colleague engagement
Page 84 – Annual report on remuneration.
• Modern Slavery
• Supplier Management
• Diversity and Inclusion.
Anti-bribery and corruption Page 24 – Governance and resilience
Page 129 – Financial crime risk.
• Anti-Bribery and Corruption
• Sanctions.
27
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
Policy list
Policy Description ESG priorities
Anti-Bribery and Corruption The policy outlines our approach to managing the risk of bribery and corruption and to ensure we conduct business in an honest and ethical
way.
2
6
Anti-Money Laundering/
Counter Terrorist Financing
The policy sets out the systems and controls to identify, assess, monitor and manage financial crime risks and the procedures in place to assess
their effectiveness.
1
2
6
Anti-Tax Evasion The policy sets out our approach, systems and controls to combat tax evasion.
1
5
Business Continuity The policy makes sure we are able to continue delivering services to our customers at acceptable levels if something unexpected were
to happen. It addresses impacts to the continuity of critical business activities in the case of man-made disasters, natural disasters or other
material events.
1
2
3
4
5
Change Risk Management The policy sets out the principles with which the Bank manages the risk of failing to meet planned delivery objectives, desired outcomes,
or causing detriment to existing services/customers whilst implementing change.
1
2
3
4
5
Complaints The policy is in place to ensure customer complaints are handled promptly and effectively, with a focus on good outcomes for our customers
and meeting our regulatory obligations when things go wrong.
1
2
Conflicts of Interest The policy provides consistent practical guidance to all relevant parties in relation to the identification, recording and maintenance of actual
and perceived conflicts of interest.
1
2
4
Data Management The policy sets out our objectives and expectations in managing data and data governance practices. It makes sure that data is managed,
governed, accessed, protected, utilised and disclosed appropriately. It also focuses on the quality of key data elements and their ongoing
maintenance.
1
2
3
6
Data Protection The policy is in place to ensure we comply with our data protection obligations and have the adequate level of data protection as prescribed
by the UK General Data Protection Regulation, the UK Data Protection Act 2018 and other applicable law for cross-border data transfer,
including in countries that do not yet have adequate data protection laws.
1
2
3
4
6
Diversity, Equity
and Inclusion
The policy means that we treat our colleagues fairly. It sets out our commitment to having a diverse workforce which reflects our customer
base and to employment policies which follow best practice, based on equal opportunities for all colleagues.
1
2
Fraud The policy sets a consistent approach to the deterrence, detection and prevention of internal and external fraud.
1
2
Health and Safety The policy protects our customers and colleagues. It recognises our statutory duties and responsibilities under the relevant Health and Safety
and Welfare legislation.
1
2
Information Security and
Acceptable Use
The policy sets objectives, expectations, roles and responsibilities, and requirements for protecting both our and customer information and the
use of IT assets.
3
Key:
1
Our customers and communities
2
Our colleagues
3
Data privacy and security
4
Our suppliers
5
Governance and resilience
6
Our planet
28
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Environmental, social and governance review continued
Policy Description ESG priorities
Lending and Arrears
Management (including
Retail, Business and
Commercial Lending)
These policies set our approach to making lending decisions in a structured, consistent and fair way that is compliant with all relevant regulatory
requirements. They define the way we safeguard both ourselves and our customers in pursuit of our goals and how we support our customers
during periods of financial difficulty.
1
5
Modern Slavery The policy describes our approach towards preventing slavery, servitude, forced and compulsory labour and human trafficking in any of our
operations or at any of our suppliers and, through them, our supply chains.
1
2
4
5
Physical Security The policy protects our customers and colleagues. It defines the measures to protect our premises from security threats and to ensure the
personal safety and security of all customers, colleagues and visitors.
1
2
Procurement and Supplier
Management
The policy ensures that when we select an external supplier for key processes and activities, we take the reasonable steps to identify, monitor
and mitigate the associated supplier risks and ensure they remain within our risk appetite.
1
3
4
6
Product Governance The policy sets the requirements to ensure products and services are developed to address customer needs, have a defined target market, are
designed to deliver good customer outcomes and are understood by customers.
1
Records Management The policy sets out our objectives and expectations for managing records responsibly and efficiently from creation to disposal, complying with
legal and regulatory obligations.
1
2
3
5
Recruitment and Selection The policy relates to all recruitment-related activities and is relevant for all colleagues and any third-party recruitment partners. The policy
outlines responsibilities for hiring aligned to our Company objectives/ethos and in accordance with the relevant legislation and regulation.
2
Regulatory Reporting and
Disclosure
The policy set out the principles, governance and control considerations required for accurate, complete and timely regulatory reporting.
1
5
Sanctions and Proliferation
Financing
The policy sets the requirements and approach to managing financial sanctions and proliferation financing risks in compliance with applicable
sanctions regimes including the prevention, detection and investigation of potential sanctions evasion.
1
5
Share Dealing The policy sets out the approach and process relating to dealing in Metro Bank shares by the Board, colleagues and, where appropriate, third
parties.
2
4
5
Technology The policy sets our approach to the management of technology and associated risks across each of the delivery channels, to support our
strategic objectives and deliver good customer outcomes.
1
2
3
4
5
Vulnerable Customer The policy sets out our approach to identifying and interacting with vulnerable customers to ensure we deliver good customer outcomes.
1
2
Whistleblowing The policy encourages colleagues to disclose information, in good faith and without fear of unfair treatment, when they suspect any illegal
or unethical conduct or wrongdoing affecting us.
2
5
Key:
1
Our customers and communities
2
Our colleagues
3
Data privacy and security
4
Our suppliers
5
Governance and resilience
6
Our planet
29
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Section 172 statement
Listening, engaging, delivering
Stakeholder engagement is essential to
the execution of our purpose to empower
customers and communities with a human
approach to banking.
The Board must act in accordance with
the duties set out in the Companies Act
2006 (‘the Act’). Under section 172 of the
Act, the Board has a duty to promote the
success of the Company for the benefit
of its members as a whole. When making
decisions, the Board ensures that it acts in
the way it considers, in good faith, would
most likely promote success for the benefit
of our members, and in doing so has regard
to the matters set out in Section 172(1) of
the Act.
The different needs of stakeholders are
considered throughout the whole decision-
making process. The Board, at all times,
has regard to the impact of material
decisions on the different stakeholder
groups. However, it is not always feasible
to provide pragmatic outcomes for all
stakeholders and the Board, at times, has
to make decisions based on the competing
priorities of stakeholders and the needs of
the Bank.
Read more about the key decisions made by the
Board in the year and how stakeholders were
considered on pages 57—60.
Our six key stakeholders
Customers
Without the loyalty of our customers we would
not exist. Turning our customers into FANS
ensures the enduring success of our business.
Colleagues
We strive to make Metro Bank a great place to
work, where colleagues can excel, grow and be
themselves.
Communities
We believe in being truly local through supporting
businesses to strengthen local economies and
addressing local issues with initiatives that
benefit our neighbours and friends.
Investors
We are committed to ensuring that we remain an
attractive investment for equity and bondholders.
We never take our investors for granted and work
hard to build and maintain trust.
Regulators
We continue to play our part in ensuring a safe
and stable financial system.
Suppliers
Building a trusted supplier base is key to
delivering our ambitions. We want to ensure that
as we grow, they share in our success.
S.172 factor Relevant disclosures Pages
(a) the likely consequences
of any decision in the
long-term
• Our purpose and strategy framework
• Business model
• Strategic priorities
• Risk report
2–3
10–12
3
104–138
(b) the interests of the
Company’s employees
• Non-financial information statement
• Colleagues
• Board activities and
stakeholder engagement
• Board oversight of culture and
colleague engagement
27
21—23 and 59
57—60
61
(c) the need to foster the
Company’s business
relationships with
suppliers, customers,
and others
• Board activities and
stakeholder engagement
• Environmental, social and
governance review
• Suppliers
57—60
18—29
24 and 60
(d) the impact of the
Company’s operations
on the community and
the environment
• Board activities and
stakeholder engagement
• Task Force on Climate-related
Financial Disclosures
• Environmental, social and
governance review
57—60
31—40
18—29
(e) the desirability of the
Company maintaining
a reputation for
high standards of
business conduct
• Whistleblowing
• Anti-bribery and corruption
• Group Audit Committee report
• Modern slavery
24, 25, 29 and 64
19, 28 and 129
64—67
19, 24, 25, 29,
64 and 101
(f) the need to act fairly
between members of
the Company
• Board activities and
stakeholder engagement
• 2025 AGM
• Share capital
57—60
59, 74 and 93
100
30
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Task Force on Climate-related Financial Disclosures
This section of our annual report includes our climate-related financial disclosures,
consistent with the recommendations of the Task Force on Climate-related Financial
Disclosures, providing an update on our current progress and areas of future focus.
During 2025, we built upon the progress made in previous years by further enhancing
and embedding our approach to the management of climate-related risks across both
our governance structure and the wider risk management framework, as well as making
positive strides on our data and metrics. There remains work to do to further enhance our
climate risk management capabilities, aligned to the supervisory expectations set out in the
PRA Supervisory Statement 5/25 (SS5/25).
At present we do not assess risk arising from climate change to have had material impact
on the financial statements.
Disclosure-led insight
Key points Future developments Page
Governance
Describe the Board’s oversight of climate-related risks and opportunities.
• The Board retains oversight for all climate-related risks and opportunities and has received
half-yearly updates on our progress in this regard in 2025.
• The Risk Oversight Committee has oversight of the framework for managing and reporting
on climate-related risks in line with our Enterprise Risk Management Framework.
• The Board will continue its regular oversight, engagement and challenge on climate-related
strategy and activity.
• Ongoing review of governance framework to ensure alignment with the expectations set
out in SS5/25 to ensure that an appropriate level of oversight of climate-related risks and
opportunities is in place.
18 and 34
Describe management’s role in assessing and managing climate-related risks and opportunities.
• Overall responsibility for our approach to climate-related risks and opportunities sits with
the CEO and is devolved to relevant members of ExCo.
• Senior Management Function responsibility under the Senior Managers and Certification
Regime sits with the Chief Risk Officer for climate-related risks.
• Management will review the Bank’s climate risk management approach against the
expectations of SS5/25 and will deliver a gap analysis and uplift plan for review by the Board.
18 and 34
Strategy
Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term.
• Climate-related risks have been identified and assessed as part of a wider review of top
and emerging risks and embedded in the Enterprise Risk Management Framework. The
most material risk exposures were identified in Credit, Capital and Operational Risk and
assigned potential time horizons.
• Considerations covering risks and opportunities within our internal operations and our
engagement with stakeholders across our value chain are embedded in the ESG materiality
assessment for the organisation.
• Opportunities to support our customers in achieving their climate-related aspirations are
considered in the strategy review and product development process.
• Continue to embed climate considerations into the wider development of the Bank’s
strategic objectives.
• Expand dialogue with customers on climate-related risks and opportunities to ensure we can
both manage our risk exposure and best support their transition to a low-carbon economy.
• Enhance data capture and quality to support identification, assessment and mitigation of
climate-related risks and opportunities and evolve risk capabilities, origination strategy and
product suite accordingly.
35
31
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Task Force on Climate-related Financial Disclosures continued
Key points Future developments Page
Strategy
Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning.
• The potential impact of climate-related risks and opportunities on our strategy and
financial position continues to be considered on an ongoing basis.
• Further embedding of climate considerations in our strategic and financial planning
processes, with consideration of the necessary tools and methodologies to support
delivery of the climate-related strategy.
35
Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario.
• Climate-related stress testing is in place and continues to evolve in maturity. There is a credit
impairment overlay process established to cover climate-related risks.
• Scenario analysis insights are used to inform the Internal Capital Adequacy Assessment
Process and in financial reporting.
• Continued enhancement of our modelling capabilities, including reviewing
opportunities to embed sensitivity analysis and more tailored scenarios to better align
to our business model.
35 to 36
Risk management
Describe the organisation’s processes for identifying and assessing climate-related risks.
• Climate change has been embedded as a risk cause in the Enterprise Risk Management
Framework, together with frameworks, policies and standards for the relevant principal risks.
• To form a view on materiality and assess impacts across different time horizons, we assess
each principal risk to identify how climate change could manifest.
• Internal modelling capabilities are in place to assess the exposure of our lending portfolios
to climate-related risks. Mortgage portfolio data is monitored to understand material
climate risk drivers.
• Documentation of climate risk register and review for materiality under two-step process
set out in SS5/25.
• Enhanced coverage and quality of climate-related data and monitoring across risk types
and processes.
• Enhanced customer engagement model across commercial customers to support
improved identification and documentation of climate-related risks and ensure consistent
data capture.
36 to 38
Describe the organisation’s processes for managing climate-related risks.
• We have integrated climate-related controls into our credit processes across both retail
and commercial lending, with credit assessments for in-scope commercial clients including
qualitative climate risk considerations.
• We engage closely with our material suppliers to ensure climate-related risks are identified
and appropriate controls put in place, as well as doing so as part of our RFP process.
• Extend climate scenario analysis to additional portfolios.
• Enhance capabilities for physical and transition risk data capture to enable enhanced
portfolio monitoring.
• Further development and embedding of climate-related controls.
36 to 38
Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management.
• Climate-related risks are fully embedded in our Enterprise Risk Management Framework
and ‘Three Lines of Defence’ model, with associated governance structures and defined
roles and responsibilities.
• Continue to keep pace with evolving industry requirements around risk management,
reporting, governance and disclosures.
36 to 38
32
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Task Force on Climate-related Financial Disclosures continued
Key points Future developments Page
Metrics and targets
Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process.
• Climate-related metrics across our operations, supply chain and financed emissions are
reported on an annual basis via our climate-related disclosures.
• The properties securing our lending portfolios are assessed for flood and subsidence risk,
as well as EPC distribution.
• For financed emissions, intensity metrics covering the Bank’s residential and commercial
mortgage lending are disclosed, as is a weighted PCAF data quality score.
• Continued review and enhancement of our calculation methodologies for Scope 3 emissions
across all categories in line with industry best practice. This includes data enhancements
to further improve PCAF data quality levels and increase coverage of portfolio data as well
as engagement with suppliers to increase utilisation of activity-based methodologies for
assessing supplier emissions.
• Further development of climate-related key risk indicators and intensity metrics for intra-
year monitoring.
26 and 38 to 40
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas emissions, and the related risks.
• Scope 1, 2 and 3 emissions are disclosed within the wider TCFD disclosure, with full
disclosure across all applicable Scope 3 categories. Methodological and data quality
enhancements were embedded across all Scopes in 2025.
• Continued enhancement of emissions calculation methodologies in line with industry
best practices.
• Define required data enhancements to extend calculation of financed emissions to
additional portfolios.
26 and 38 to 40
Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets.
• We have two overarching net zero targets in place – to achieve net zero emissions across
Scope 1 and Scope 2 by 2030 and across Scope 3 by 2050.
• We have achieved emissions reductions of 92% across Scope 1 and 2 and 78% across
Scope 3 from our baseline year of 2019.
• Continued monitoring of performance against these targets and development of interim
milestones for sub-categories across all Scopes.
26 and 38 to 40
33
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Task Force on Climate-related Financial Disclosures continued
Governance
Board oversight of climate-related risks
and opportunities
The Board has ultimate accountability for all
climate change risk-related matters. During
2025, the Board has been engaged in the
development of our approach, receiving
half-yearly updates on the management
of climate-related risks and opportunities,
as well as a broader annual ESG update.
The Board considers climate-related risks
and opportunities as part of the annual
strategic and financial planning process
to ensure our approach to these matters is
updated in line with the ongoing evolution
of regulation, industry best practice and
capabilities. The Risk Oversight Committee
(ROC) has oversight of the framework for
managing and reporting the risks arising
from climate change, as set out in the
Enterprise Risk Management Framework.
The Committee can escalate any climate-
related risk matter to the Board. The Audit
Committee approves the approach to
disclosures, in line with TCFD requirements,
and reviews climate-related financial
disclosures as part of its wider role in
reviewing our Annual Report and Accounts.
Management’s role in assessing and
managing climate-related risks and
opportunities
Responsibilities for the management of
climate-related risks extend across the
organisation and its ‘Three Lines of Defence’.
As climate risk impacts a significant number
of our principal risks, it requires integration
with existing control frameworks, policies
and strategies. The accountability for our
approach to ESG sits with the CEO and is
devolved to relevant members of ExCo. The
Chief Risk Officer has Senior Management
Function responsibility under the Senior
Managers and Certification Regime for
our approach to managing both financial
and non-financial risks arising from climate
change, including:
• embedding the consideration of climate-
related risks into the governance structures
• incorporating the risks from climate
change into risk management practices
• using long-term scenario analysis to
inform strategy setting, risk identification
and assessment
• ensuring that climate-related risks are
appropriately disclosed in line with the
recommendations of the TCFD.
Executive Risk Committee
The Executive Risk Committee (ERC)
has delegated authority from ROC for
overseeing our exposures and approach to
managing climate-related risks. In 2025, the
Committee received half-yearly updates on
the progress of our approach to managing
climate-related risks, including an overview
of current regulatory requirements and
industry expectations, their expected
evolution over the next two years and the
implications for the Bank. An overview of the
controls mitigating credit-related aspects
of climate risk was included, as was an
overview of our existing data and reporting
capabilities related to financed emissions,
benchmarking against peer institutions and
updates on our progress towards our net
zero goals.
Credit Risk Oversight Committee
The Credit Risk Oversight Committee
(CROC) has specific responsibility for
oversight of climate-related aspects
of credit risk including recommending
strategies to adjust the credit risk portfolio
to react to changes in the prevailing market
or physical environmental conditions. During
the year, the Committee received updates
on the credit risk aspects of climate change,
including climate risk-specific analysis
relating to lending portfolios.
Asset and Liability Committee
The Asset and Liability Committee (ALCO)
oversees the effective management
of the Bank’s financial risks of capital,
funding, liquidity and market risk. The
Committee considers the impact, or
potential impact, of climate change within
its assessment of holding adequate capital
and liquidity resources within the respective
planning horizons.
Environment Working Group
The Environment Working Group brings
together key stakeholders from across
the first and second lines of defence to
embed climate risk into the Enterprise Risk
Management Framework and support our
wider climate-related goals and ambitions.
In 2025, the Environment Working Group has
reviewed the expectations set out in SS5/25
and continues to assess opportunities to
enhance the Bank’s climate risk management
approach in line with these expectations.
The delivery of the Bank’s ESOS Energy
Action Plan has identified the necessary
actions to mitigate our residual Scope 1 and
2 emissions and close engagement with
our most material suppliers has allowed us
to transition to activity-based calculation
of supplier emissions for this cohort,
significantly improving the data quality of
inputs informing our emissions numbers.
34
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Task Force on Climate-related Financial Disclosures continued
Strategy
As the Bank continues its growth, we
will further embed the assessment of
climate-related risks and opportunities in
the formulation of our strategic approach
throughout the business, whether in our
own operations, supplier relationships or
our financing activity.
Whilst the changes associated with the
transition to a lower-carbon economy
pose risks, they also present significant
opportunities for organisations focused
on supporting their customers in
delivering climate change mitigation
and adaptation solutions.
We have an important role to play in
facilitating the transition to a low-carbon
economy, leveraging the opportunities, and
managing the risks we are exposed to, from
climate change.
We are committed to supporting our
customers in the transition towards a
low-carbon economy, and to enhancing
our own capabilities by identifying and
managing the potential impact of climate
change on the business, as well as
exploring ways to reduce the impact that
the business has on the environment.
We recognise that these risks and
opportunities have the potential to impact
our business model and strategy over
short-, medium-and long-term horizons,
which we define as:
• short-term (0–1 years): the time horizon
for annual financial planning
• medium-term (1–5 years): the time
horizon for strategic and financial
planning cycles
• long-term (>5 years): this timeframe is
considered using scenario analysis.
Identifying and managing the impact of
climate change on the business
The ability to identify, understand and
manage climate risk is critical to our long-
term strength and stability. Climate risk
does, however, require us to address risks
that may manifest over a significantly longer
period than typically covered by more
traditional approaches to risk management.
We broadly categorise climate risks into
two types: transition risks and physical risks.
Within these broad categories, we have
identified a number of potential impacts
arising from climate change which we
monitor over the short-, medium- and
long-term.
Our initial focus has been on identifying
and assessing risks to the business. The
assessment of climate risks is embedded into
our key risk processes, with controls in place
across both our lending activity and internal
operations. We utilise our internal climate
scenario analysis and stress testing capability
in line with emerging industry methodologies
and have used outputs from initial
methodology developments to formulate an
impact assessment to inform considerations
in developing our strategic response.
The risks we face in the medium-term are
primarily transition risks, predominantly
arising from developing regulatory and
legislative requirements. For example,
proposed Government changes to
Minimum Energy Efficiency Standards
applicable to the properties securing our
lending may drive transition risks which
could impact the value of these properties
or the ability of borrowers to service debt.
Physical risks (primarily from changes in
climate patterns impacting the physical
characteristics of the property securing our
mortgage portfolio) are primarily expected
to crystallise over the long term. Changes
in extreme variability in weather patterns
are forecast to lead to increased incidence
and severity of physical risk events which, in
addition to the disruption felt by customers,
can lead to a decrease in the valuations of
property taken as collateral to mitigate credit
risk, as well as impacting the insurability of
properties located in impacted areas.
Whilst the nature of our business model
means we are not heavily exposed to certain
carbon-intensive industries, exposures to
physical and transition risks may arise within
our corporate and commercial lending
portfolio due to changes in policy, consumer
preferences or technology. Our strategic
pivot towards corporate and commercial
lending continues to transform our portfolio,
impacting both volumes of lending and the
channels/propositions through which we
deliver that lending to our customers.
The nature of our customer base may also
evolve, changing our proportional exposure
to existing sectors as well as introducing new
ones. We will continue to review the evolution
of our portfolio to identify concentrations
of exposure to higher-risk sectors as well
as identifying climate-related risks and
opportunities. Continued development
of our customer engagement model will
better enable us to understand the climate,
broader sustainability risks and opportunities
inherent in our customers’ business models
and ensure we are supporting them with
the guidance and financing required to help
achieve their goals.
Operational risk exposures arise from
physical damage to key office locations
and physical and transition risks via key
suppliers, which could result in business
disruption or increased costs.
As our strategic collaboration with Infosys
continues to develop and Infosys teams
become more embedded in our operations,
our exposure to physical risk factors in
Bangalore and Chennai evolves in kind.
We are collaborating closely with our
Infosys colleagues to ensure that robust
operational resilience measures are in
place across all teams to mitigate the risk
of business interruption.
35
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Task Force on Climate-related Financial Disclosures continued
Risk management
Identification and assessment
We are exposed to both physical and
transition risks arising from climate change
through various channels:
1) the financial services and support
we provide to customers who may
themselves be exposed to climate change
2) the operation of our own infrastructure,
business and premises which may
be exposed to both transition and
physical risks
3) a deteriorated perception of our brand
if we do not adequately support
a transition to a low-carbon economy.
To form a view on materiality, and to
understand the broad financial impacts
across different time horizons, the
Enterprise Risk Management Framework
was assessed through a climate change
lens to identify how climate change could
manifest in each of our principal risks. Due
to the longer timeframes associated with
certain climate impacts, short-, medium- and
long-term horizons are being applied to the
consideration of impacts.
This assessment has been considered in the
2025 Internal Capital Adequacy Assessment
Process (ICAAP) and identified our top three
risks impacted by climate factors as: credit,
capital and operational. Credit risk is the
most material climate change risk due to our
mortgage portfolio exposures.
In addition, a Climate Risk scenario was
formally assessed as part of the 2025
ICAAP, reviewing the potential impact of an
extreme weather event causing prolonged
physical damage to our stores and a
breakdown in the transport infrastructure
servicing the stores.
Outcomes from this analysis indicate that
we are considered to have sufficient capital
to withstand the losses associated with the
climate scenario that has been assessed.
Our Risk Appetite Statement includes a
qualitative statement in relation to climate
risk. In 2026, key risk indicators currently
included in the Bank’s climate risk dashboard
will be assessed as the Bank develops a set
of quantitative risk appetite metrics.
Scenario analysis
As the understanding and importance of
climate risk progresses, climate scenario
analysis is becoming an essential capability
and risk management tool.
Scenario analysis assists the identification,
measurement and ongoing assessment of
climate risks over the longer term, and the
potential threats to our strategic objectives.
In 2025, we have continued to use
the analysis from the Climate Biennial
Exploratory Scenario work conducted in
2021, leveraging the results of that analysis
to reflect our portfolio in the corresponding
period and using this to inform a post model
adjustment (PMA) which is incorporated
within our IFRS 9 ECL calculation.
The results of the scenario analysis will
be used to support the evolution of both
policy and origination strategies in line with
our overarching strategic objectives and
associated risk appetite. It will also inform
product opportunity assessment and help to
identify areas where we could best support
customers’ carbon transition, both in terms
of improved energy efficiency across their
properties or improving the resilience of
their operations to physical risk factors via
adaptation or mitigation solutions.
Response
Climate change has been embedded
as a risk cause into the Enterprise Risk
Management Framework, together with
the frameworks, policies and standards
for managing these principal risks. For
credit risk, we have also integrated climate
risk considerations into both the Business
and Commercial Lending Policy and the
Collateral Management Policy to enhance
the management and monitoring of climate
risk driven by our lending activity.
36
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Capital and liquidity risk
Physical risk examples Time horizon
• Our capital position is indirectly subject to
climate risk through bank-wide exposures
across all risk types.
• Longer-term climate change risks may
adversely impact our future revenue through
customer behaviour, balance sheet or strategy
changes over the longer term in response to
climate change risk factors.
• Market dislocation could also impact the value
or the ability to monetise liquidity buffers or
incremental client deposits run-off resulting
from transition risk drivers.
Medium term to long term.
Climate change risk has been considered as part of the 2025 ICAAP. This includes a qualitative
assessment of the potential financial implications of climate-related risk, namely transition and
physical risks. The ICAAP is a key planning process and facilitates the Board and senior management
in identifying, measuring and monitoring our risks and ensures that we hold adequate capital to
support our risk profile. Based on our current assessment the capital requirement is not considered
to have a material impact over the planning horizon at this time. Consideration of climate risk will
continue to be further embedded in key processes where investment decisions are made and the
level of climate risk being taken is material. The output of the climate scenario analysis and stress
testing is used to inform the understanding of how capital management may be impacted.
Climate risk and broader ESG considerations are now reflected in our liquid asset portfolio
investment strategy, with implications for securities that can be included in the Liquidity Pool.
The 2025 Internal Liquidity Adequacy Assessment Process (ILAAP) outlined the potential funding
and liquidity risks that may arise as a result of physical risks or transition risks.
The impacts of climate change will continue to be assessed within our prudential statements, namely
the ICAAP and ILAAP.
Credit risk
Physical risk examples Time horizon
Repayment challenges from obligors due
to reduced profitability or asset devaluation
because of climatic shifts.
Medium term to long term.
Transition risk examples
Failure to adapt to changes in policy, regulation,
and technology resulting in negative impact
to customers.
Mortgages
We have controls in place to mitigate against flood risk, subsidence, and landslip in our residential
mortgage portfolio. Where it is identified that a property is situated on a flood plain, borrowing is only
permitted where a suitable insurance policy is in place. Specific requirements are in place in relation
to lending to buy-to-let properties which have an Energy Performance Certificate (EPC) rating below E.
In accordance with the Minimum Energy Efficiency Standards Regulations, all buy-to-let properties
must have a minimum EPC rating of E.
All physical valuations must be completed by registered valuers to utilise their local knowledge and
expertise, including the assessment of physical risks and climate-related information.
We receive open-source property data for our mortgage portfolio to enhance our portfolio risk
identification and monitoring processes. We also review and evolve our secured lending policies and
standards in response to the external environment, regulation, investor and other stakeholder interest.
Commercial lending
Our approach to commercial lending and collateral management incorporates environmental risk
considerations. We have additional credit risk assessment requirements for customers operating
in carbon-intensive industries. Our Commercial Lending Policy also outlines the prohibited and
restricted industries where we have either no or limited appetite to lend.
A large proportion of our business lending customers are privately owned and/or SMEs. Very few
lending customers therefore report against voluntary disclosure initiatives such as CDP, Sustainability
Accounting Standards Board or TCFD.
A top-down assessment of sectors (and sub-sectors) which may have a higher likelihood of
being impacted by transition risks has been performed. It highlighted that our direct exposure to
commercial lending segments with high emissions is relatively low. We continue to enhance and
refine this work at both counterparty and sector level, considering both risks and opportunities as we
look to support our customers’ responses to climate change. The output will be used to inform the
evolution of our credit policies and risk appetite measures to monitor the portfolio transition risk.
Task Force on Climate-related Financial Disclosures continued
37
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Emissions summary by Scope and category
Emission Scope Category 2025 % change 2024
Scope 1 Fuels (transport) 9 (61) 22
Gas 132 62 82
Fugitive 131 587 19
Tota l 272 122 122
Scope 2 Electricity (market) 24 (25) 32
Total Scope 1 & 2 296 92 154
% change from 2019 baseline (92) – (96)
Scope 3 Cat 1: Purchased goods &
services
20,259 (45) 36,737
Cat 2: Capital goods 1,667 47 1,131
Cat 3: Fuel & energy activities 820 (4) 853
Cat 4: Upstream transportation 172 (43) 301
Cat 5: Waste 15 23 12
Cat 6: Business travel 504 85 272
Cat 7: Employee commuting 5,056 39 3,641
Cat 8: Upstream leased assets 18 – –
Cat 9: Downstream
transportation
– – 73
Cat 15: Investments 27,388 (8) 29,650
Total Scope 3 55,899 (23) 72,670
% change from 2019 baseline (78) – (71)
Total GHG emissions 56,195 (23) 72,824
% change from 2019 baseline (78) – (71)
Emissions figures are quoted in tCO
2
e and rounded to the nearest whole number (whilst % change is calculated on
un-rounded figures).
For Scope 3 emissions, categories 9–14 are assessed not to apply to our operations at this time
and are therefore excluded from our analysis.
Task Force on Climate-related Financial Disclosures continued
Operational risk
Physical risk examples Time horizon
Business interruptions due to extreme weather
events and damage to facilities. Disruptions in
supply chain.
Medium term to long term.
Transition risk examples
Increased operating costs for facilities and higher
capital expenditures for resiliency and carbon
reduction measures.
Climate change is embedded as a cause within the Enterprise Risk Management Framework and
our principal risks are assessed through a climate lens. All loss events are recorded in our incident
management system, enabling the identification of climate-related risk events.
Scenario analysis is performed to assess the potential effects of climate-driven events including
disruption to business services, damage to physical assets, and health and safety. Physical risk
data has been obtained in relation to key data centres and office/store locations to support our
assessment of future risk. The results of the scenario analysis are used to plan, prepare and respond
to potential disruptions. There are also plans in place to help resume business operations as quickly
as possible in the aftermath of an extreme climate event to minimise operational disruptions.
We take steps to integrate climate change considerations into our procurement and supply
chain management processes, including exploring different methods to collect environmental
performance data from third parties. More broadly, the Operational Resilience programme outlines
the requirements (including requirements of suppliers) to respond to business disruption.
We will continue to identify, manage and disclose material climate-related risks and their impacts
on our strategy and financial planning, in line with the TCFD framework.
Metrics and targets
Our climate change metrics are anchored to our commitment to achieve net zero across
our Scope 1 and 2 emissions by 2030, and across all Scopes by 2050. Our emissions data
for 2025 is disclosed in the summary table, outlining year-on-year changes as well as
overall progress from our 2019 baseline.
38
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Task Force on Climate-related Financial Disclosures continued
Operational emissions
Greenhouse gas (GHG) reporting is
undertaken in line with our obligations
under the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations
2013, and the Streamlined Energy and
Carbon Reporting regulations 2019. GHG
emissions are reported in accordance
with the GHG Protocol, which sets a global
standard for how to measure, manage and
report emissions.
We report GHG emissions in accordance
with the operational control approach.
Limitations in the emissions data relate
to one site where we are a tenant and
unable to verify the energy consumption
and tariff. In order to attribute market-
based emissions derived from energy
consumption in that store, we have utilised
the mean consumption of all other stores
and assumed a non-green tariff.
Overall, we have seen an increase in
Scope 1 emissions this year, driven by an
increase in both gas consumption across
our estate and in fugitive emissions (those
derived from refrigerant and coolant leaks
in our HVAC systems), partially offset by
a reduction in fuel consumption from our
vehicle fleet. The ESOS Energy Action
Plan which was submitted in 2025 sets
out the necessary actions to mitigate the
emissions arising from both the gas and
fuel consumption, as well as identifying
opportunities to increase the efficiency of
HVAC systems such that fugitive emissions
are reduced both in terms of overall volume
and volatility. We do acknowledge that
fugitive emissions will remain present in our
Scope 1 profile and as we progress towards
achievement of our 2030 commitment,
we will utilise high-quality carbon offsets
derived from solutions characterised
by carbon removal, durable storage and
low risk of reversal. Overall, we have still
delivered a material reduction of 92% in
Scope 1 and 2 emissions from our baseline
year of 2019 and are well positioned to
achieve our 2030 net zero commitment
for Scopes 1 and 2.
All electricity procured by the Bank across
our operations is 100% renewable and
backed by REGO certificates, Our location-
based emissions are reduced by 52% from
our 2019 baseline, reflecting a reduction in
energy consumption across our estate over
this period.
We recognise that our climate impact
extends beyond emissions arising from
fuel consumption and electricity across
our direct operations and that we have a
responsibility to understand and address
emissions across our wider value chain.
Therefore, we have measured our Scope
3 operational emissions in 2025 as set
out in the summary table. In addition to
tracking the emissions for buildings, water
and waste consumption are measured
across our sites. Whilst we have observed
a small increase in emissions, these remain
materially reduced from our baseline. We
continue to see reductions in paper usage
covering both our direct consumption and
downstream distribution of paper through
customer communications.
Enhancements to data and calculation
methodologies have enabled us to
more accurately assess the commuting
patterns of our colleagues, including those
emissions derived from flexible working.
Supplier emissions
Emissions arising from the goods and
services procured from third parties
continue to be a significant contributor
to our emissions profile, accounting for
36% of our total. Our base approach
for calculating supplier emissions is a
spend-based methodology, using sector-
based conversion factors. In 2025, the
Bank was able to successfully deliver on
a commitment to report activity-based
supplier emissions for our most material
suppliers, covering 19 suppliers and 50% of
our total spend. This ensures that for these
key partners, our emissions figures fully
reflect their emissions profile. Achieving
this milestone was a key driver in the
reduction of emissions in Category 1.
Additionally, we continue to calculate water
and paper emissions using an activity-
based methodology. As our engagement
with suppliers on ESG evolves (as outlined
in the ESG report), we will look to further
expand the scope of our activity-based
calculations and continue to improve the
assessment of supplier emissions.
Financed emissions
We remain fully committed to our pledge to
make our financing activity and value chain
net zero by 2050 to achieve alignment
with the 2015 Paris Agreement. Financed
emissions are absolute GHG emissions
that we finance through our lending and
investment activity.
For 2025, we have calculated financed
emissions from our residential mortgage
portfolio (both organic and acquired) and
residential and commercial buy-to-let
portfolios. In line with last year, we have
followed the industry-standard PCAF
methodology for calculating financed
emissions; however, improvements in
our underlying data have allowed us to
use property-level EPC and floor area
data for 78% of our residential portfolio
and 95% of our commercial portfolio (by
volume), achieving a weighted PCAF Data
Quality score of 3.4 and 3.1 respectively.
This enables us to continue to improve the
accuracy of our assessments of financed
emissions from these properties.
As the Bank continues on its growth
journey, ensuring we are able to extend
our assessment of financed emissions to
those generated outside of the mortgage
portfolio will provide us with a more
comprehensive insight into the impact
of our lending activity. We will continue
to explore the methodologies and data
enhancements required to do so, utilising
PCAF guidance and methodologies,
where available.
39
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Task Force on Climate-related Financial Disclosures continued
Portfolio metrics
The use of EPC data has informed our
understanding of the potential impact of
transition risk on the property portfolio
securing our residential and commercial
mortgages. EPC ratings of the mortgage
portfolio are monitored to provide a view
on the energy efficiency of the housing
stock securing our lending. The table
alongside shows a summary of EPC
ratings on our mortgage book as at the
end of 2025, covering both residential
and commercial mortgages.
Approximately 78% of mortgaged properties
in the residential portfolio and 95% in the
commercial portfolio have been matched
to an EPC rating and the distribution of
ratings was broadly aligned to the UK EPC
register. Approximately 44% of the residential
portfolio and 55% of the commercial
portfolio are currently rated EPC C or
better on an interpolated basis.
Physical climate risk data was matched for
95% of the properties in the portfolio, with
the incremental impact of river, coastal and
surface flooding assessed to 2050, and
subsidence risk assessed through to 2070.
The assessment shows that the flood risk
of the properties in our mortgage portfolio
is broadly in line with the national average
and elevated for subsidence, reflecting our
concentration in the South East of England.
Our scenario analysis results suggest
physical risks arising from climate change
should have a low impact on our mortgage
portfolio over the next 30 years.
% of properties
EPC rating Residential Commercial
A <1% <1%
B 10% 11%
C 24% 41%
D 31% 33%
<E 13% 10%
Unmatched 22% 5%
Emissions intensity (tCO
2
e/£m) 2025 2024
Portfolio 5.36 5.46
Flood risk* Negligible Low Medium High
Residential Rivers and sea 94% 3% 2% 1%
Surface water 87% 9% 2% 2%
Commercial Rivers and sea 93% 4% 2% 1%
Surface water 83% 13% 2% 2%
Improbable Possible Probable
Subsidence risk* Metro UK Metro UK Metro UK
Residential Risk in 2030 64% 81% 14% 9% 22% 10%
Risk in 2070 53% 72% 11% 8% 36% 20%
Commercial Risk in 2030 70% 81% 12% 9% 18% 10%
Risk in 2070 60% 72% 11% 8% 29% 20%
* Data sourced from 2025 ICAAP documents and reflects YE 2024 position.
40
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Risk overview summary
Delivering securely
2025 has been a year of growth and
delivery. We are executing on our strategy
and delivering for our customers and
shareholders whilst building a bank set
up for sustained growth. Continued
management of existing risks as well as
those associated with a high pace and
scale of change remain clear priorities.
Approach to risk management
Our risk management framework underpins
our ability to safely deliver, ensuring risks are
carefully considered when making decisions
and are managed within acceptable limits on an
ongoing basis. The Board sets its appetite for risk
and puts in place tools and resources to manage
each of our principal risks inside this appetite.
Risk management is part of every colleague’s
objectives and is embedded within our
scorecard, against which performance is
measured. Colleagues are able and encouraged
to raise concerns, we take steps to ensure all
applicable legal and regulatory requirements are
met, and we seek to maintain constructive and
transparent relationships with regulators.
We operate a ‘Three Lines of Defence’ model of
risk management and by leveraging well-defined
governance structures and processes, promote
individual accountability and action in mitigating
our risk exposures.
Further information on our risk management
framework can be found on pages 105 to 107.
Risk environment in 2025
Throughout 2025, our focus remained on
supporting the Bank’s strategic growth while
operating within our defined risk appetite.
Credit portfolio performance has remained
resilient, with ECL stock, coverage ratio, and
arrears reducing in the year driven by debt
sales and partially offset by corporate and
commercial portfolio growth. ECL stock reduced
by £21 million to £170 million at 31 December
2025 (31 December 2024: £191 million) and
coverage ratio reduced by 0.18% to 1.89% at
31 December 2025 (31 December 2024: 2.07%).
We continue to monitor economic uncertainty
and maintain prudent provisions. Our credit
policy, risk appetite, and control frameworks
have been updated to reflect the strategic
growth areas in retail mortgages and corporate
and commercial, and are accompanied by
increased technical capability in underwriting,
recoveries, and portfolio oversight.
Capital strength was further supported by the
sale of the unsecured personal loan portfolio
and the successful issuance of £250 million of
AT1 instruments, keeping all key ratios above
regulatory requirements. Liquidity has remained
robust throughout the year.
Maintaining and enhancing operational resilience
continued to be a priority in 2025. During the year,
the Bank deepened its strategic collaboration
with Infosys, expanding the outsourcing of
business processes. This transition was supported
by detailed planning and strong third-party
engagement, ensuring our control environment
developed in step with new operating models.
The number of high-impact cyber incidents
across the UK this year has underscored the
severity of potential disruption from a cyber
event. Strengthening our cyber security posture
remains fundamental to our overall resilience.
We have continued to invest in modern, scalable
defences informed by penetration testing
and external expert assessments, working
closely with regulators. Embedding threat-led
intelligence and resilience by design across
our critical services and extended supply chain
remains a core commitment.
Financial crime risk management remains
a top priority for the Bank. During the year,
we strengthened our control environment
by recruiting highly experienced colleagues,
optimising our operating model and integrating
our financial crime and fraud risk management
capabilities. We have invested further in our
systems, completing the re-platforming of our
core financial crime management solution and
deploying new fraud payment profiling tools that
are helping us limit losses. We also launched the
Metro Bank Scam Checker in 2025, becoming
the first UK bank to partner with award winning
AI firm Ask Silver, helping customers stay safe by
analysing suspicious messages, emails, websites
or documents. We launched a Financial Crime
Intelligence Unit to strengthen our response
to complex investigations, and, together with
other UK banks, contributed to the Data Fusion
pilot organised by the National Economic Crime
Centre to combat serious organised crime.
Wider adoption of AI has created opportunities
for improved efficiency and customer
experience, balanced by the need for strong
governance over data use, fairness, and model
integrity. This year, we implemented policies and
enhanced governance for AI risk management
and as adoption scales, we remain focused on
effective model risk management, transparency,
explainability, and maintaining a consistent focus
on good customer outcomes.
Further information on our operating
environment can be found on pages 5 to 6.
Principal risk exposures
On an ongoing basis, we assess our risks against
risk appetite, including those that could result in
events or circumstances that might threaten our
business model, future performance, solvency
or liquidity, and reputation. We consider the
potential impact and likelihood of internal and
external risk events and circumstances, and the
timescales over which they may occur.
We identify, define and assess a range of
principal risks to which we are exposed, for
which risk appetite is set and monitored via key
risk indicators. They are consistent with those set
out in last year’s annual report and comprise:
• credit risk
• capital risk
• liquidity and funding risk
• market risk
• financial crime risk
• operational risk
• conduct risk
• regulatory risk
• legal risk
• model risk
• strategic risk.
Further details on all of our principal risks,
including our risk appetite, exposure and
response to each can be found on pages 104
to 138.
Amongst these, certain risks have been
considered most material over the course
of the year.
Further details on these risks are set out on
pages 42 to 43.
41
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Risk overview summary continued
Most material risks
Risk Exposure Response Outlook
Credit risk
Our primary source of credit risk is through the loans,
limits and advances we make available to our customers.
We have exposures across three key areas: corporate and
commercial, retail mortgages, and consumer lending.
Over the course of 2025, the macroeconomic
environment has been stable but subdued, although
uncertainty remains over the future path with inflation
remaining above target levels and wider global political
instability. Total ECL stock and coverage ratio have both
decreased following the sale of the unsecured personal
loan book, with underlying changes in retail mortgages
and corporate and commercial reflecting the growth
in strategic areas.
We have an appetite and credit criteria appropriate
for managing lending through an economic cycle. We
are delivering the Bank’s strategy to grow corporate,
commercial and SME lending, and specialist mortgages,
through our credit risk appetite, framework, and policies,
managing exposure to risk to minimise losses.
We support customers who are in arrears, have payment
shortfalls or are in financial difficulties, to obtain the most
appropriate outcome for both the Bank and the customer.
Our policy and processes ensure that appropriate
mechanisms and tools are in place to support customers
during periods of financial difficulty and to minimise the
duration of the difficulty and the consequence, costs and
other impacts arising.
We remain in a strong position to support the Bank’s
strategy for growth, maintaining our risk appetite and
policies as this develops, in a way that appropriately
manages credit risk.
Within the macroeconomic outlook, risks remain as
central banks manage the course of interest rates in
response to inflation whilst geopolitical risk continues
from conflicts.
We utilise forward-looking macroeconomic scenarios
provided by Moody’s Analytics in the assessment of
provisions. The use of an independent supplier for the
provision of scenarios helps to ensure that the estimates
are unbiased. The macroeconomic scenarios are assessed
and reviewed monthly to ensure appropriateness and
relevance to the ECL calculation.
Capital risk
Capital risk exposures arise from the depletion of our
capital resources which may result from:
• increased RWAs
• losses
• changes to regulatory minima or other regulatory rules.
Our capital risk management approach is centred around
ensuring we can maintain appropriate levels of capital to
meet regulatory minima, including changes, and support
our strategic objectives.
In December, the Bank of England confirmed that the Bank
will be treated as a transfer firm under its MREL-related
resolution framework, effective 1 January 2026.
Our capital risk mitigation is focused on three
key components:
• sustainable profitability that allows us to generate
organic capital growth
• the continued optimisation of our balance sheet to
ensure we are utilising our capital stack efficiently
• continuing to assess the raising of external debt capital,
as and when market conditions and opportunities allow.
The Board is committed to these principles and has taken
steps throughout 2025 to strengthen the capital base.
The focus for 2026 remains on supporting the Bank’s
strategy through an appropriate and efficient capital
stack that allows us to lend in our target market whilst
maintaining ratios above our regulatory minima. We also
continue to prepare for the implementation of Basel 3.1
from 1 January 2027.
42
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Risk overview summary continued
Risk Exposure Response Outlook
Financial crime risk
As a participant in the interconnected global financial
system, the Bank’s financial crime exposure arises where
customer accounts or infrastructure are leveraged
to facilitate the flow of illicit funds – including money
laundering, terrorist financing, proliferation financing,
bribery and corruption, and tax evasion – or to process
transactions and maintain relationships that would
contravene applicable sanctions obligations.
Without an adequate and proportionate financial crime
framework, risks may go unaddressed and business
activities may take place in contravention of financial
crime law and regulatory requirements.
In addition, an inability to conduct appropriate oversight
may affect the Bank’s ability to operate effectively, with
potential impacts to both customer and own objectives,
exposing the Bank to increased reputational risk.
We are committed to safeguarding both ourselves
and our customers from financial crime. Our strategic
response centres on continuously maturing our Financial
Crime Framework, prioritising sustained investment in
advanced detection technologies and regular review
of our operating model’s adequacy.
We prioritise targeted recruitment of high-skilled
specialists to ensure our control environment and
expertise evolve with increasingly sophisticated financial
criminal typologies, and proactively integrate emerging
threat intelligence into our response.
Recognising the evolving landscape of financial crime
risk against the backdrop of increasing regulatory focus,
we continue to invest in our financial crime control
environment. We will continue to strengthen our control
framework to ensure systems and controls are adequate
and effective to mitigate the risks we are exposed to, and
remain aligned to our legal and regulatory requirements.
Fraud risk
The Bank’s fraud exposure primarily arises from the
exploitation of our payment infrastructure and digital
channels by external actors, through sophisticated
social engineering, mandate fraud, and cyber-enabled
account takeover, or the use of our credit facilities for
fraudulent gain.
We identify and assess fraud risk as a subset of
operational risk.
We prioritise sustained investment in advanced detection
technologies and regular review of our operating model
adequacy, including targeted recruitment of high-skilled
specialists to ensure our control environment and
expertise evolve with increasingly sophisticated financial
criminal typologies. This allows us to proactively enhance
existing controls based on emerging intelligence and the
shifting typologies of global fraud networks.
Recognising the evolving landscape of fraud risk against
the backdrop of increasing regulatory focus, we invest
in our control environment to prevent fraud and remain
aligned to our legal and regulatory requirements.
Information security
and cyber risk
Information security and cyber risk arises from potential
compromise of critical systems and data. The external
threat environment has intensified, with ransomware,
service disruption and data theft activity widespread and
a volatile geopolitical environment potentially increasing
the threat to the UK. Attacks are becoming more
sophisticated, increasingly leveraging automation and
targeting operational vulnerabilities, contributing to a rise
in significant incidents across the UK.
We identify and assess information security and cyber risk
as a subset of operational risk.
We have continued to enhance the Bank’s security
controls including those related to vulnerability
management, identity and access management and
endpoint detection.
Informed by penetration testing and expert reviews,
we are making significant investments in future-ready
cyber defences, applying advanced threat intelligence
throughout business and risk activities, as well as applying
the principle of cyber resilience by design across all our
critical services including our supply chain.
Cyber risk is expected to remain elevated as threat actors
adopt increasingly advanced techniques and organisations
increase their dependence on digital services. Broader
technology trends suggest that cyber incidents will
continue to be a top operational risk and will continue to
evolve our security posture to ensure our controls remain
proportionate and effective against emerging threats.
43
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Risk overview summary continued
Emerging risk Response
Geopolitical instability
Market volatility from trade disruptions, conflicts,
supply chain shocks or energy insecurity.
Principal risks:
operational, financial crime, credit and market.
• ongoing investment in sanctions and AML
control capabilities and active monitoring
• resilience planning, including scenario plans
for trade disruption, supply chain shocks,
energy insecurity
• diversified portfolios and revenue streams
to manage concentrations in exposures.
Prolonged macroeconomic stagnation
Persistent low domestic productivity,
constrained business investment, rising defaults.
Principal risks:
credit, conduct and financial crime.
• flexible credit strategy with dynamic focus on
profitable lending sectors
• rigorous borrower risk assessments and
enhanced oversight and management of
vulnerable sectors
• continued application of Consumer Duty
principles to deliver good customer outcomes
and proactive engagement with the FCA to
align on collections strategies.
Digital disruption and technological competition
Disruption of traditional banking models by
fintechs, Big Tech and peer adopters.
Principal risks:
operational, strategic, regulatory and conduct.
• strategic transformation including adoption of a
flexible IT infrastructure, investment in the digital
customer experience and new product offerings
• safe and staged introduction of AI/machine
learning use cases (internal efficiencies,
customer opportunities).
AI enabled threats
Evolution of threats including fraud, financial
crime and cryptography.
Principal risks:
operational, financial crime and regulatory.
• strengthen fraud and cyber defences, including
enhanced detection of AI-generated content,
adaptive monitoring and investment in
behavioural analytics
• review and enhance cryptographic resilience,
including focus on asset inventory and
alignment to emerging post-quantum standards
across key third-party providers.
Climate-related financial risk
Financial exposure to climate events and
transition to a low-carbon economy.
Principal risks:
credit, operational and strategic.
• maintenance of a robust climate strategy,
with climate risk fully embedded within the
Enterprise Risk Management Framework and
integrated into strategic planning activities
• quantified and modelled climate risk assessments
and scenario analysis for lending portfolios and
operational risk exposures, ensuring sufficient
capital is held to withstand modelled losses
• embedding of climate risk controls into retail
and commercial lending practices covering
both physical and transition risk exposures.
Emerging risks
We proactively identify a range of evolving
threats, which cannot yet be reliably
quantified, but which have the potential to
significantly impact the Bank. These are
actively monitored and regularly reported
through the Bank’s governance structures,
with preparatory actions taken in response
where necessary.
A range of methods are used to identify
emerging risks, including internal working
groups, scenario analysis and consulting
with experts to ensure an external
perspective is incorporated. There continues
to be increased focus on assessing and
understanding how different individual risks
and threats are correlated with each other,
including via scenario analysis.
AI scam checker
tool with Ask
Silver
In April, we launched the Metro Bank
Scam Checker, becoming the first UK
bank to partner with award winning AI
firm Ask Silver
Using AI to analyse suspicious messages,
emails, websites or documents, the tool
empowers customers to quickly identify
potential scams which continue to cause
harm and loss.
As more than £1 billion is lost to fraud
annually in the UK and impersonation
scams continue to rise, the Metro Bank
Scam Checker empowers our customers
to stay safe whilst banking.
44
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Viability statement and going concern
Assessment of viability
Although our Long Term Plan reflects the Directors’ best estimate of the future prospects of the business, they have also tested its resilience
by examining sensitivity to a ‘severe but plausible’ downside scenario. This scenario incorporates additional downside risks.
Assessment of prospects
Severe but plausible stress
Directors considered a scenario that led to
increased ECL, deposit outflows, reduced fee
income, increased costs, the removal of our
ability to raise incremental regulatory capital and
Base Rate stress and we fell below regulatory
minima at a total capital level. Directors also
considered a severe liquidity stress scenario
where we did not retain sufficient liquidity.
Strategic planning process
Our strategic planning process consists of our Long Term
Plan, which covers a five-year period from the year-end and is
central to the assessment of prospects. It is reviewed annually
by the Board with the first four years forming the viability
assessment period.
Assessment of principal and emerging risks
The Directors undertook a robust assessment of all the
principal and emerging risks we face, to understand those that
presented the greatest risks to going concern and viability.
See pages 42 to 43 for our principal risks.
Risks to going concern and viability
The principal risks that were felt posed the greatest risk
to going concern and viability were:
• a lack of liquidity (liquidity and funding risk)
• insufficient capital (capital risk)
• operational failure (operational risk).
Risk management and internal controls
The Directors undertook an assessment of our approach to
risk management and the effectiveness of our internal control
systems to ensure these remained appropriate and didn’t
require any additional consideration in respect of assessing
going concern and viability.
Board review of the Long Term Plan
• determination of whether the assumptions underpinning the Long Term Plan remain appropriate
• consideration of whether the plan continues to take appropriate account of the external environment.
See pages 42 to 43 for our principal risks.
Viability statement
The Directors confirm that they have a reasonable expectation that we will be able to continue
in operation and meet our liabilities as they fall due over the four-year assessment period to
31 December 2029.
Going concern
The Directors consider it appropriate to prepare the financial statements on the going concern basis.
Routine stress testing
In addition to the specific scenario, we perform
routine stress testing (including reverse stress
tests) for both management and regulatory
purposes, including as part of the ICAAP and
ILAAP. Directors review these assessments
to understand the likelihood of such events
occurring and what mitigating actions could
be taken.
Scenario outcome and mitigating actions
The Directors considered the actions that could reasonably be deployed to mitigate the
liquidity and capital risks and concluded that these were both plausible and did not in and
of themselves constitute any additional risk. Mitigating actions for liquidity could include
increasing savings rates as part of a deposit-raising campaign and repo funding; and for
capital could include reducing commercial lending originations and forgoing payment of
discretionary cash bonus. Accounting for these actions we would remain above minima,
although we would need to operate in our capital buffers for a period of time.
45
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Viability statement and going concern continued
Approach and horizon period
The Directors undertook a robust
assessment of all the principal and
emerging risks we face, to identify those
posing greatest risks to our going concern
and viability. They determined that only
operational failure (operational risk), a
lack of liquidity (liquidity and funding risk),
or insufficient capital (capital risk) could
directly jeopardise our continuity, although
a materialisation of any other principal risks
could lead to one of these events. See pages
42 to 43 for our principal risks.
Additionally, they reviewed our risk
management approach and the
effectiveness of our internal control
systems to ensure their appropriateness
and identify any other considerations for
the assessment. This included evaluating
all material controls, including financial,
operational and compliance controls.
As described in the corporate governance
and risk reports, our risk management and
internal control systems are monitored and
evaluated on an ongoing basis by the Risk
Oversight Committee, Audit Committee
and Board.
Central to the assessment was our Long
Term Plan, which represents our best
forecast estimate covering the period from
1 January 2026 to 31 December 2030, with
the first year reflecting our 2026 budget.
Although the plan covers five years, the
Directors assessed prospects and viability
over the four years to 31 December 2029, as
this period offers greater forecast certainty.
The fifth year still serves as a robust planning
tool for strategic decisions. The assessment
then focused on reviewing the plan against
the principal risks identified above that
could impact our viability over this four-year
horizon period.
Assessment of prospects
The Directors are obligated, in accordance
with provision 31 of the Code, to confirm
their belief that we will be able to continue
operations and meet our liabilities as
they fall due. Our prospects are primarily
assessed through our strategic planning
process (our Long Term Plan). The Board
fully participates in this annual process
and is responsible for signing off the plan
and ensuring it appropriately considers
the external environment (see Operating
environment on pages 5 to 6 for further
details). The latest updates to the Long
Term Plan, covering the period 2026 to
2030, were formally approved by the Board
in February 2026.
Our purpose and strategy framework,
which incorporates our business model
and strategic priorities (see pages 2 to 3),
are central to understanding our prospects.
The nature of our activities is long-term,
and our business model has remained
unchanged since we were founded.
Delivering on our strategic priorities is
key to achieving our forecasts in the Long
Term Plan. The Directors have reviewed
the assumptions underpinning our plan and
determined they are appropriate.
Assessment of going concern
In line with the work undertaken in respect
of viability, the Directors also undertook an
assessment of going concern, considering
a period of at least 15 months from the date
of approval of the financial statements.
Consistent with their approach to
considering viability, the Directors assessed
whether we continued to maintain
sufficient liquidity and capital for the period
of assessment. Given this assessment,
combined with the fact that the Directors
do not intend to liquidate or cease our
operations, they concluded that there
was a reasonable expectation that we
have adequate resources to continue as a
going concern. They have also concluded
that there are no material uncertainties
that could cast significant doubt over
this assessment.
Viability statement
Based on their assessment of prospects
and viability above, the Directors confirm
that they have a reasonable expectation
that we will be able to continue in operation
and meet our liabilities as they fall due
over the four-year assessment period to
31 December 2029.
Going concern statement
The Directors also consider it appropriate
to prepare the financial statements on a
going concern basis, as explained further in
the Basis of preparation paragraph in note 1
to the financial statements.
Daniel Frumkin
Chief Executive Officer
15 April 2026
46
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Governance
48 Corporate governance introduction
49 2025 governance at a glance
51 Board of Directors
54 Board leadership and company purpose
56 Division of responsibilities
57 Board activities and stakeholder engagement
59 Stakeholder engagement
61 Board oversight of culture
and colleague engagement
62 Board effectiveness
64 Group Audit Committee report
68 Group Risk Oversight Committee report
70 Group Nomination
Committee report
74 Group People and Remuneration
Committee report
77 Remuneration at a glance
82 Remuneration for colleagues below Board level
84 Annual report on remuneration
100 Directors’ report
Scan and click to view our case
study on Castlebridge online at:
www.metrobankonline.co.uk/
business/customer-stories/a-suite-
partnership/
Relationship Story – Castlebridge
Castlebridge, known for its innovative hotel developments, has been
teaming up with Metro Bank since January 2021.
“ We’ve got an amazing relationship with our Relationship Manager.
Metro Bank supported us right from the start and really understood
our needs. They’re so hands-on; the team visited our site three times
before we signed the funding agreement.” - Jenna Dienn, Director
at Castlebridge.
47
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Corporate governance introduction
On behalf of the Board, I am pleased to set
out Metro Bank’s Corporate Governance Report.
This section sets out how, during 2025,
the Board has considered shareholders,
customers, colleagues and all other
stakeholders to ensure its decisions
are in their best interests.
The Board’s commitment to the highest
standards of corporate governance is
reflected in the decisions we take, the
transparency of the standards we set,
our culture and our communication
with stakeholders.
In 2025, the Board oversaw Management’s
exceptional delivery and execution of
the Bank’s strategic objectives. Details of
Board activities, decisions and stakeholder
engagement during the year are set out on
pages 57 to 60.
I am proud of the progress made during
the year and, on behalf of the Board,
I would like to thank colleagues and ExCo
for their hard work, dedication and support.
The Board continued to review and
monitor progress against the Bank’s ESG
strategy and priorities. As a key enabler of
our purpose, the Bank’s ESG strategy will
remain under close review by the Board.
More information on ESG can be found on
pages 18 to 29.
Leadership
As at 31 December 2025, the percentage of
females on the Board was 27%, below the
recommended 40%. Following Catherine
Doran’s appointment on 1 January 2026,
female representation on the Board has
increased to 33%. The Board retained its
ethnic diversity during 2025, and the Senior
Independent Director (SID) is female.
We recognise the benefits of having a
balanced and diverse Board which represents
the views, experiences and backgrounds of
our customers and colleagues. We remain
committed to improving the diversity of our
Board over time and in line with our Board
succession plan.
Having served two three-year terms, Nicholas
Winsor will step down from the Board on
31 May 2026. I would like to thank Nicholas
for his significant contribution as a Director
and as Designated Non-Executive Director
for Colleague Engagement.
ExCo members Carol Frost, Chief People
Officer (CPO), and Richard Saulet, Chief
Commercial Officer, left the Bank in 2025 to
pursue other opportunities. On behalf of the
Board, I would like to thank both Carol and
Richard for their contribution and wish them
the very best for the future. The appointment
of Rachel Duncan as CPO reflects the Bank’s
continued commitment to creating a strong
and diverse leadership team overseen by the
Group Nomination Committee.
During 2025, the Board received regular
updates on culture and diversity, including
current and future initiatives to define,
measure and sustain culture and its
embeddedness within the Bank.
In accordance with revised FCA requirements
and aligned to the Board’s view that
ensuring good customer outcomes is a
matter for the Board as a whole, the Board
approved the retirement of the Consumer
Duty Board Champion role in 2025.
Governance
The aim of this Corporate Governance
Report is to provide a clear and meaningful
explanation of how the Bank applies the
principles of the 2024 UK Corporate
Governance Code (the ‘Code’) and how the
Board provides oversight of the Bank and
discharges its governance duties.
Following last year’s externally facilitated
Board effectiveness review, an internally
facilitated review of the Board’s effectiveness
was undertaken in 2025. I am pleased
to report that the Board continues to
operate effectively. Like all boards, there are
areas where our performance and value to
stakeholders can be enhanced, and these are
outlined on page 62. Drivers of the Board’s
effectiveness highlighted by the 2025 Board
Effectiveness Review process include:
• the Board’s skills and experience; and
effective oversight and challenge of
all key aspects of its remit, such as
strategy, performance, risk management,
and culture
• the effective leadership of a strong,
experienced Chair with an open and
inclusive style
• the effective support, advice, and
guidance from the Company Secretary
and her team.
I would like to thank our shareholders for
their support throughout the year — all
resolutions at our 8 March General Meeting
and 20 May Annual General Meeting were
duly passed.
Future priorities
The Board and Management agree that
offering both physical and digital services
is fundamental to our success, and the
value this creates for our customers and
our communities.
The Bank remains committed to having
store presence a key differentiator for
our customers, with three new stores
– Chester, Salford and Gateshead –
opening during the year.
We continue to invest further in creating
and offering products and services that
meet the needs of our diverse customer
base and create an even better consumer
experience for our customers.
Looking forward to 2026, I remain positive
about the future of the Bank. As a Board,
our focus will be on continuing to provide
effective oversight of management and
on how the Bank can continue to deliver
sustainable profitability, leveraging our
market position and unique capabilities
whilst continuing to navigate the uncertain
economic environment and evolving
geopolitical backdrop.
Robert Sharpe
Chair
15 April 2026
48
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
2025 governance at a glance
Board gender diversity
As at 31 December 2025
Board tenure
As at 31 December 2025
Board independence*
As at 31 December 2025
2025 Board and Committee meeting attendance
Committee
Chair
Standard
Board
Standard
Audit
Committee
Standard
Risk Oversight
Committee
People and
Remuneration
Committee
Nomination
Committee
Chair
Robert Sharpe NomCo 7/7 6/6 4/4
Executive Directors
Daniel Frumkin 7/7
Marc Page 7/7
Non-Executive Directors
Catherine Brown ROC 7/7 6/6 8/8 6/6 4/4
Cristina Alba Ochoa 7/7
Dorita Gilinski 7/7
Jaime Gilinski Bacal 7/7
Michael Torpey AC 7/7 6/6 8/8
Nicholas Winsor 7/7 6/6 8/8
Paul Coby 6/7* 6/6 8/8 5/6*
Paul Thandi PRemCo 6/7* 7/8* 5/6* 4/4
* Unable to attend due to prior commitments.
* Excluding the Chair.
27%
Female
50%
Non-Independent
Directors
73%
Male
50%
Independent
Directors
4
0-2 years
1
2-4 years
6
5+ years
49
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
2025 governance at a glance continued
Compliance with the UK Corporate Governance Code 2024
We believe good corporate governance is
essential to our ambition to become the
most trusted and recommended UK bank.
In 2025, the Bank was fully compliant with
the requirements of the UK Corporate
Governance Code (‘the Code’) which is
publicly available at www.frc.org.uk.
Key content on compliance with the Code
can be found in this report as set out on
the following pages.
Board leadership and company purpose Pages
Corporate governance introduction 48
Section 172 statement 30
Board of Directors 51 to 53
2025 governance at a glance 49 to 50
Strategic priorities 3
Business model 10 to 12
Division of responsibilities
Board roles and responsibilities 56
Board and Board Committee attendance 49
Board independence 49
Composition, succession and evaluation
Board of Directors 51 to 53
Board effectiveness 62 to 63
Group Nomination Committee report 70 to 73
Audit, risk and internal controls
Group Audit Committee report 64 to 67
Risk report 104 to 138
Remuneration
Group People and Remuneration Committee report 74 to 76
Annual Report on Remuneration 84 to 99
Highlights
Major Board decisions
Consideration of our stakeholders and
promoting the long-term, sustainable
success of the Bank are at the centre of
our Board’s decision making. A summary
of the major decisions taken in 2025 is set
out below:
• completion of the sale of £584 million
of unsecured personal loans
• issuance of £250 million in AT1 securities
• strategic collaboration with Infosys
to accelerate digital transformation
• in support of our customers and
communities, opened new stores in
Chester, Salford Quays and Gateshead.
Board changes
Catherine Doran joined as an independent
Non-Executive Director on 1 January 2026.
Board training
Training and insight sessions held during
the year included topics such as conflict
of interest, macroeconomic update and
the responsibilities of the Board under the
latest Global Internal Audit Standards and
Chartered Institute of Internal Auditors
Code of Practice.
50
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board of Directors
Robert Sharpe
P
N
Chair
Appointed to the Board
1 November 2020
Robert has over 45 years’ experience in retail banking
and is also Chair at Hampshire Trust Bank plc. He has
had an extensive number of board appointments
both in the UK and the Middle East, including Chair of
Pollen Street Group Limited, Chair of Bank of Ireland
UK plc, Non-Executive Director at Aldermore Bank plc,
George Wimpy plc, Barclays Bank UK Retirement Fund,
Vaultex Limited, LSL Properties plc, RIAS plc and several
independent Non-Executive Director roles at banks in
Qatar, UAE, Oman and Turkey.
Robert was previously Chief Executive Officer at
West Bromwich Building Society, a role he took to chart
and implement its rescue plan. Prior to this, he was
Chief Executive Officer at Portman Building Society
and Bank of Ireland’s consumer business in the UK.
Daniel Frumkin
Chief Executive Officer
Appointed to the Board
1 January 2020
Daniel is responsible for leading the Bank – with a focus
on driving long-term, sustainable growth by delivering
great customer service at the right cost, to create even
more FANS.
Prior to joining Metro Bank, Dan worked in America, the
UK, Eastern Europe and Bermuda. He has performed
business, risk, product and commercial executive level
roles throughout his career. Most recently, Dan was
Group Chief Operating Officer at Butterfield Bank with
responsibility for eight jurisdictions across the globe
covering a range of business and support areas.
Marc Page
Chief Financial Officer
Appointed to the Board
12 November 2024
Marc is responsible for planning, implementing,
managing and controlling the Bank’s financial-related
activities, including the Bank’s financial position,
including allocation and maintenance of capital, funding
and liquidity.
Marc has more than 20 years’ experience in financial
services roles in Barclays, HBOS and Lloyds Banking
Group. Marc has significant cross-functional
banking experience, having led distribution strategy/
optimisation, customer integration programmes and
global credit impairments for major banks.
Catherine Brown
A
P
N
R
Senior Independent
Non-Executive Director
Appointed to the Board
1 October 2018
Catherine holds a number of Non-Executive Director
and committee chair roles, including QBE Underwriting
Limited and QBE UK Limited, one of the world’s
leading international insurers, and FNZ Securities
Limited. Catherine has previously held Non-Executive
Director roles, including at the Cabinet Office and
Chair of Additive Flow Limited. She has been a
Trustee of Cancer Research UK and Chatham House.
Catherine has extensive experience in organisational
transformation in financial services and a wide range
of experience in leadership and operations. Her previous
executive appointments include Group Strategy
Director at Lloyds Banking Group, Executive Director
of Human Resources at the Bank of England and Chief
Operating Officer at Apax Partners.
Key:
A
Audit Committee
P
People and Remuneration Committee
N
Nomination Committee
R
Risk Oversight Committee Chair
51
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board of Directors continued
Michael Torpey
A
R
Independent
Non-Executive Director
Appointed to the Board
1 September 2019
Michael has extensive career experience in senior roles
across financial services. His current appointments
include Non-Executive Director roles at FICS Group
Holdings Limited, Frasers Group Financial Services
Limited and Remitly Europe Limited. His past
appointments include Chief Executive of the Corporate
& Treasury division and Member of the Group Executive
Committee at Bank of Ireland, Head of Banking at the
National Treasury Management Agency in Ireland;
Group Treasurer at Irish Life & Permanent plc; Senior
Treasury Adviser at the Irish Financial Regulator; Finance
Director at Ulster Bank Group; and Finance Director
at First Active plc.
Nicholas Winsor MBE
A
R
Independent Non-Executive Director
and Designated Non-Executive Director
for Colleague Engagement
Appointed to the Board
20 April 2020
Nicholas is an independent consultant and Non-Executive
Director. He is Chair of Schroder Oriental Income Limited
and a member of its Nomination and Remuneration, Audit
and Risk, and Management Engagement committees.
He is also a Senior Independent Director of the States of
Jersey Development Company, Chair of its Remuneration
and Nomination Committee and a member of the Audit
and Risk Committee; a Non-Executive Director for
Bankers Without Boundaries Connect Singapore Pte Ltd;
and a Non-Executive Director of iC2 Prephouse Limited,
which supports visually impaired children. Nicholas has
more than 35 years of international banking experience
as an executive with HSBC Group. Nicholas was awarded
an MBE for services to the community in the Queen’s
2020 Birthday Honours List. He holds a master’s in
Physics from Oxford University and is a Fellow of the
Institute of Directors.
Key:
A
Audit Committee
P
People and Remuneration Committee
N
Nomination Committee
R
Risk Oversight Committee Chair
Paul Thandi CBE
P
N
R
Independent
Non-Executive Director
Appointed to the Board
1 January 2019
Paul is an experienced Chief Executive Officer, Chair
and Non-Executive Director with diverse international
media and service-led experience with an emphasis on
people, innovation, data and culture. Paul is the former
Chief Executive Officer and Chair of the NEC Group
in Birmingham and successfully steered the NEC on a
journey from public sector ownership, to a £307 million
management buyout in 2015, and then an £800 million
acquisition of the NEC Group by Blackstone in 2018.
In addition, Paul is the Chair of BOXPARK, Chair of the
Vertical Group, sits on the Board of the British Allied
Trades Federation, and is a patron of Marie Curie and
Heads Together. Paul is Deputy Lieutenant of West
Midlands Lieutenancy, representing the King in the
region, and was awarded a CBE for services to the
economy in the New Year’s Honours List 2020.
Paul Coby
A
P
R
Independent
Non-Executive Director
Appointed to the Board
30 December 2024
Paul is an experienced FTSE 100 Chief Information
Officer (CIO) with a successful track record in delivering
digital transformation and tech-enabled change
across a range of sectors, having been the Group
CIO at British Airways, the John Lewis Partnership
and Johnson Matthey. Currently, Paul is Group CIO at
Persimmon Homes, a Trustee of Museum of London
Archaeology and a member of the Board of Governors
of More House School for boys with Specific Learning
Difficulties. Paul was previously a Non-Executive
Director at Clydesdale Bank, subsequently Virgin Money,
from June 2016 until June 2022. Prior to this, Paul’s non-
executive directorships included Pets at Home Group
and chairing SITA, the global supplier of air transport
communications and IT. He is author of
The Digital
Leader’s Playbook,
published in January 2026.
52
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board of Directors continued
Cristina Alba Ochoa
Shareholder-Nominated
Non-Executive Director
Appointed to the Board
10 June 2024
Cristina has worked in financial services for over
30 years, during which she has served as company
executive and Board member. Most of her work has
been in the EMEA and North American markets,
with exposure to SE Asia/ANZ. During four years
as OakNorth’s CFO, she led OakNorth’s financial
organisation as it grew both in the UK market and
globally, achieving triple Unicorn valuations in several
rounds of equity raise, to support outstanding growth.
It became the first profitable Unicorn in the UK. During
18 years at GE Capital, she held positions in credit and
finance in Spain, and then moved to global roles based
out of London and Paris. In the last two years, when GE
decided to fully divest GE Capital, she was the director
leading GE Capital’s in-house M&A Finance Readiness
team to execute divestitures of ~$100 billion financial
services assets (33 transactions) over 24 months.
Cristina is a shareholder-nominated Non-Executive
Director, nominated by Jaime Gilinski Bacal, a significant
shareholder of Metro Bank, through his Spaldy
Investments Limited vehicle.
Dorita Gilinski
Shareholder-Nominated
Non-Executive Director
Appointed to the Board
26 September 2022
Dorita is the President of JGB Financial Holding
Company and a member of the Board of Directors and
the Audit Committee of Banco GNB Paraguay. Dorita
co-led the launch of Lulo Bank, the first fully digitalised
bank in Colombia. She brings significant experience
in banking, including digital banking and marketing, as
well as strategic planning and stakeholder engagement
to her Non-Executive Director role. Prior to these roles,
Dorita founded the Dori Gilinski Gallery and Libros
Para Niños, a non-profit organisation that connects UK
volunteers with Latin American schools and charities.
Dorita is a graduate of the University of Oxford and
holds an MBA from Harvard Business School.
Dorita is a shareholder-nominated Non-Executive
Director, nominated by her father, Jaime Gilinski Bacal,
a significant shareholder of Metro Bank, through his
Spaldy Investments Limited vehicle.
Jaime Gilinski Bacal
Shareholder-Nominated
Non-Executive Director
Appointed to the Board
2 September 2024
Jaime is an experienced banker, real estate developer
and philanthropist and has extensive holdings primarily
in the banking and real estate sectors in Latin America
and the United States. Jaime’s current non-executive
roles include Chair of JGB Financial Holdco Inc., CEO
and Director of Grupo Nutresa S.A. and Chair of the
Board of Directors of Banco GNB Paraguay S.A. Jaime
started his career as an associate at Morgan Stanley
& Company in the investment banking area; and then
moved on to planning and implementing business
strategies for various companies in the consumer
products and snack food businesses in South America
in conjunction with several major multinational US
companies. Jaime is also on the Board of Advisors at
Harvard Business School, Teatro Real in Madrid and the
Blavatnik School of Government at Oxford University.
Jaime is a shareholder-nominated Non-Executive
Director, as a significant shareholder of Metro Bank
through his Spaldy Investments Limited vehicle.
Clare Gilligan
Company Secretary
Appointed
31 July 2023
Clare joined the Bank as Company Secretary in
July 2023 and leads the Bank’s company secretarial
function, ensuring it continues to meet its statutory and
regulatory obligations. Clare joined Metro Bank after
more than 15 years at Bank of Ireland, where she held
a number of senior risk governance roles, latterly UK
Company Secretary. Clare holds a BA Hons in Russian
from the University of Manchester.
Catherine Doran
Independent Non-Executive Director
Appointed to the Board
1 January 2026
Catherine is a seasoned IT professional with 20 years’
experience at Chief Information Officer level, leading IT
and business transformations in major financial services
businesses and across other industry sectors. Catherine
is a highly accomplished Board executive, recognised
for her expertise in technology, operational delivery,
risk management, and transformational change across
both the public and private sectors. She has held Board
and executive positions in major organisations such as
Coventry Building Society, BT, Network Rail and Royal Mail
Group, as well as having been a Non-Executive Director
of DEFRA. Catherine is currently the Senior Independent
Director at ClearBank Limited, where she has served since
April 2020 and is Chair of the Board Risk Committee.
Key:
A
Audit Committee
P
People and Remuneration Committee
N
Nomination Committee
R
Risk Oversight Committee Chair
53
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board leadership and company purpose
Role of the Board
The Board is accountable to our
stakeholders for setting the strategy
to promote the long-term success of
the Bank. The Board is responsible for
oversight of governance, internal controls,
risk management, strategy and the overall
performance of the Bank. The interests of
our stakeholders are always at the forefront
of the Board’s agenda.
Composition of the Board
As at the date of this report, the Board
consists of the Non-Executive Chair, the
CEO, the CFO, six independent Non-
Executive Directors and three shareholder-
nominated Non-Executive Directors.
The Board has formally documented
the separate roles and responsibilities of
the Chair, Senior Independent Director and
CEO. More information on the composition
of the Board can be found on pages 51 to
53 and information on the responsibilities
of the Board can be found on page 56.
Matters reserved for the Board
The Board is responsible for setting and
managing the Bank’s strategic direction.
The Board has a formally documented
schedule of matters that are reserved for
approval. This includes decisions concerning
the Bank’s strategic aims and long-term
objectives, the structure and capital of
the Group, financial reporting and internal
controls, risk management and various
statutory and regulatory matters. The Board is
also responsible for effective communication
with the Bank’s shareholders, its culture,
purpose and values, and any changes to the
Board or Board Committee membership or
structure, and has authority to recommend
the Directors’ Remuneration Policy to
its shareholders. The Board delegates
responsibility for day-to-day management
of the business to the CEO and sets out the
basis for delegation of authorities from the
Board to the Board Committees.
Board Committees
The Board delegates specific responsibilities
to each of its Committees: Group Audit,
Group Risk Oversight, Group Nomination,
and Group People and Remuneration.
All Committees comprise independent
Non-Executive Directors and are chaired
by an independent Non-Executive Director,
except the Nomination Committee, which is
chaired by the Chair of the Board (who was
independent on appointment).
Each of the Committees has established
Terms of Reference setting out its duties,
authority and reporting responsibilities,
copies of which are available on our
website: metrobankonline.co.uk.
The Terms of Reference of each Board
Committee are reviewed regularly to
ensure they remain appropriate and reflect
any changes in legislation, regulation, or
best practice. These documents are also
reviewed formally every year by the relevant
Board Committee, then approved by the
Board, along with a self-assessment of
how the Board and each Board Committee
discharged their duties during the year.
The Board also delegates the review of
the Bank’s disclosure obligations to its
Disclosure Committee, formed of the CEO,
CFO, Company Secretary and General
Counsel. The Disclosure Committee also has
Terms of Reference approved by the Board,
which set out its duties and authority.
Reports for each Committee can be found
on pages:
Group Audit Committee report 64
Group Risk Oversight Committee
report
68
Group Nomination Committee report 70
Group People and Remuneration
Committee report
74
The Board’s core role is to promote the long-term success of the Bank for
the benefit of its shareholders. Alongside the operating company Board, this
requires us to:
• determine and review risk appetite
• monitor management performance
in delivering our strategy
• ensure that risk management measures
and internal controls are appropriate
and effective
• oversee and monitor the embedding
of and adherence to the Bank’s
business values
• ensure that the Bank’s financial
structure, resources, talent and
culture will support long-term growth.
In discharging this role, the Board
must also have regard to and engage
with the interests of a wide range of
stakeholders, including colleagues,
customers, suppliers and broader
communities, in order to build mutual
trust and support the long-term
sustainability of the business.
Group Risk
Oversight
Committee
Group
Nomination
Committee
Group
People and
Remuneration
Committee
Group Audit
Committee
Disclosure
Committee
Governance framework
Board
CEO
Executive
Committees
54
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board leadership and company purpose continued
Effectiveness
A clear record of the time commitments of
each Non-Executive Director is maintained
and reviewed annually by the Group
Nomination Committee and the Board is
satisfied that the Chair and each of the
Non-Executive Directors are able to devote
sufficient time to the Bank’s business to
be effective in their roles. Each Director
has committed to dedicate as much time
as is necessary to the Bank, in line with
the time commitment expectation set out
in the Non-Executive Directors’ letters
of appointment. Directors are expected
to attend all meetings of the Board, and
the Board Committees on which they
serve. If Directors are unable to attend a
meeting, their comments on matters being
considered at the meeting are discussed
in advance with the Chair and/or Company
Secretary, so that their contribution can be
included in the wider discussion.
Information on the internal evaluation
of the Board’s effectiveness can be found
on page 62.
Board skills
As part of succession planning, the Group
Nomination Committee maintains and
reviews a clear record of the skillset of
each Director. The Group Nomination
Committee review allows the Board
to determine that each Non-Executive
Director has the skills and experience to
constructively challenge strategy and
scrutinise performance.
Independent Directors
The Board is satisfied that, as at
31 December 2025, five Non-Executive
Directors and the Chair were independent.
Directors’ continuing
professional development
The Company Secretary ensures that
all Directors are kept aware of changes
in relevant legislation and regulations. In
2025, the Board and Board Committees
received training and/or insight sessions
on topics including conflict of interest,
the macroeconomic environment and
responsibilities of the Board under the
latest Global Internal Audit Standards and
Chartered Institute of Internal Auditors
Code of Practice. Non-Executive Directors
attend seminars and briefings in areas
considered to be appropriate for their
own professional development, including
governance and issues relevant to the
Board Committees on which they serve.
The Board is provided with relevant
legislation and regulatory updates via the
Company Secretary’s Report, a standing
agenda item at regular Board meetings.
Induction of new Directors
New Directors undergo a formal, robust
and tailored induction programme upon
appointment, which is agreed with the
Chair and coordinated by the Company
Secretary. Non-Executive Directors meet
the Chair and the CEO as part of the Group
Nomination Committee’s selection process
and again on appointment for a thorough
briefing on all relevant aspects of the
Bank. They also meet other Directors, the
Company Secretary, ExCo and our advisors
for briefings on their responsibilities as
Directors and on our business, finances,
risks, strategy, procedures and the markets
in which the Bank operates. Directors
receive an electronic induction pack
upon their appointment, which includes
relevant Board materials, Bank policies
and corporate and financial information.
New Directors also receive listed company
director responsibilities training from the
Bank’s legal advisors.
External appointments
The Board reviews the external
appointments of new Non-Executive
Directors before they are appointed to the
Board. For Non-Executive Directors wishing
to take up additional external appointments,
consideration is given to conflicts,
regulatory requirements and the Director’s
ability to devote sufficient time to their Bank
duties. Where there is potential for conflict
of interests, Board approval for the external
appointment is required. The external
time commitments of our Non-Executive
Directors are reviewed on an annual basis
by the Group Nomination Committee.
In appropriate circumstances, the Board
may authorise Executive Directors to take
non-executive positions in other companies
and organisations. Such appointments
should broaden their experience, provided
the time commitment does not conflict
with their fiduciary duties to the Bank.
During the year ended 31 December 2025,
none of the Bank’s Executive Directors held
directorships in any other quoted company.
Board culture
The Board places significant emphasis
and importance on sustaining the Bank’s
unique culture.
During the year, the Board received regular
reports about colleague, communities
and customer related activities across the
business to support its understanding of
how culture is embedded within the Bank.
Presentations from ExCo members and
relevant senior management colleagues
to the Board during the year have provided
culture related data from across the
Bank. The Board’s activities and examples
of key decisions taken during the year
are set out on page 58 . See pages 57
to 60 for more information regarding
how the Board engages with its different
stakeholders and takes them into
consideration in its decision making.
Colleague engagement
The Board has appointed a Designated
Non-Executive Director for Colleague
Engagement to engage with colleague
representatives throughout the Bank.
The Board has approved Terms of Reference
setting out the duties, authority and reporting
responsibilities required for this role. See
page 61 for more information regarding
colleague engagement.
55
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Division of responsibilities
An overview of the Board and Committee structure, along with the responsibilities of each role held by the Directors, is set out below:
The Board
The Board’s core role is to promote the long-term success of the Bank for the benefit of its shareholders. The Board does this through setting the strategy, reviewing risk appetite,
ensuring appropriate and effective internal controls and corporate governance, and ensuring the Bank’s financial structure, resources, talent and culture support long-term growth.
Roles and Responsibilities within the Board
The Board has delegated certain matters to the following Committees
Executive Committee
Supports the CEO in the day-to-day management of the Bank.
Disclosure Committee
Reviews the Bank’s disclosure obligations under the Market Abuse Regime and the Listing Rules.
Board Chair
Leads the Board and is
responsible for its effectiveness
and governance. Oversees the
development of culture and
standards in relation to business
conduct, and sets the Board agenda.
Responsible for ensuring strong
links between the Board, ExCo
and shareholders.
CEO
Responsible for the day-to-day
management of the Bank’s
operations, implementing the
strategic direction agreed by the
Board and providing the Board
with appropriate information
and updates.
CFO
Responsible for planning,
implementing, managing and
controlling all financial-related
activities of the Bank. This
includes managing allocation
and maintenance of capital,
funding and liquidity, and
ensuring the integrity of the
Bank’s regulatory reporting.
Independent Non-Executive Directors
Constructively challenge management on the strategic
direction of the Bank and bring their experiences and
knowledge to the Board and its committees. Provide
independent views on matters of strategy, performance,
risk, conduct and culture.
Company Secretary
Responsible for advising and supporting the Board Chair
and the Board on good corporate governance and best
boardroom practice.
Shareholder-Nominated Non-Executive Directors
Assist the Board in bringing a shareholder perspective to be
considered as part of the Board’s decision making.
Senior Independent Director
Acts as a sounding board for the
Board Chair and serves as an
intermediary for Directors when
necessary and conducts the Board
Chair’s annual performance evaluation.
Is available to shareholders to
hear their views and address any
concerns not resolved through
normal channels.
Designated Non-Executive
Director for Colleague
Engagement
Responsible for bringing the views
and experiences of our colleagues
into the boardroom, and takes
reasonable steps to evaluate
the impact of Board decisions
on colleagues.
Engages with management
regarding colleague engagement
and steps taken to address
colleague concerns.
Group Audit Committee
See the Group Audit Committee report
on pages 64 to 67
Group Risk Oversight Committee
See the Group Risk Oversight Committee
report on pages 68 to 69
Group Nomination Committee
See the Group Nomination report on pages
70 to 73
Group People and Remuneration
Committee
See the Group People and Remuneration
Committee report on pages 74 to 76
56
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board activities and stakeholder engagement
Key Board activity Stakeholders considered Strategic priorities
Unsecured personal
loan book sale
In January 2025, the Bank announced it was in
preliminary discussions regarding the potential
sale of its unsecured consumer loan portfolio and
confirmed the sale of its £584 million unsecured
personal loan book in February 2025. Successful
completion of the sale was announced in
March 2025.
Capital framework
optimisation
To optimise the capital framework and
provide further flexibility for growth, the Bank
successfully issued £250 million in AT1 securities
in March 2025.
Supporting our
customers and
communities by
opening new stores
We are committed to maintaining a physical
presence and ensuring that stores remain
accessible and at the heart of local communities,
supporting both business and retail customers.
Following the Board’s approval of a business
case for new stores aligned to our pivot to
corporate and commercial in 2024, the Bank
opened new stores in Chester on 4 July 2025,
Salford on 20 November 2025 and Gateshead
on 5 December 2025.
Strategic
collaboration
oversight
In October 2025, following the first year of
the Bank’s strategic collaboration with Infosys,
the Board considered a review of progress in
2025, noting in particular the strong alignment
between Infosys and Metro Bank leadership;
and successful transition of roles, processes
and activities. Going forward, focus will
remain on productivity; operational efficiency;
transformation; and resiliency.
Regulatory
engagement
In addition to regular meetings between Board
directors and the PRA and FCA throughout the
year, the PRA attended the Board meeting in
July to present its annual Periodic Summary
Meeting letter.
Stakeholders
Customers
Colleagues
Communities
Investors
Regulators
Suppliers
Strategic priorities
Revenue
Balance sheet optimisation
Cost
Infrastructure
Communication
Key:
57
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board activities and stakeholder engagement continued
Board activities
The annual forward plan for Board
meetings includes regular updates from
Management on financial, strategic,
transformation, risk management, people
and culture, and operational matters.
Reports from the CEO, CFO and CRO,
as well as material strategic programme
updates are standing Board agenda items
with updates from other members of
ExCo, senior management and advisors as
required. The Company Secretary, or her
delegate, reports on governance matters
and updates the Board on any changes to
Directors’ statutory duties or the regulatory
environment which are pertinent to their
roles. The Chair of each Board Committee
regularly reports on the proceedings
of the most recent Board Committee
meeting. Approved Board Committee
minutes, including Disclosure Committee
minutes, are included for noting in Board
meeting papers.
The Board meets periodically without the
Executive Directors present to ensure any
concerns can be discussed. Furthermore,
it enables the Board to scrutinise and
challenge management on the delivery of
strategic objectives. The Chair, assisted by
the Company Secretary and her team, is
responsible for ensuring that the Directors
receive accurate and timely information.
The Company Secretary prepares minutes
for each meeting and is responsible for
following up on any action items and
ensuring feedback on Board papers
is relayed to senior management.
Key announcements, decisions
and Board activity
• approved the Bank’s Internal Liquidity Adequacy Assessment
Process (ILAAP).
• 2024 year-end results
• approved the Bank’s Long Term Plan and risk appetite
• approved Transaction Documents for the £584 million unsecured
personal loan book sale
• noted the Chief Internal Auditor’s 2024 Annual Report.
• 2024 Annual Report and Accounts and Notice of AGM.
• approved the Bank’s Internal Capital Adequacy Assessment
Plan (ICAAP)
• reviewed the annual report of the Money Laundering Reporting
Officer and supported management in progressing the
recommended actions and priorities set out within it
• announced Catherine Doran’s appointment as a Non-Executive
Director from 1 January 2026
• approved the retirement of the Consumer Duty Board Champion
role in line with updated FCA guidance
• considered His Majesty’s Government Dear CEO/Chair letter
making cyber security a Board responsibility and the Bank’s
position in respect of its recommendations.
• approved the Bank’s Internal Liquidity Adequacy Assessment
Process (ILAAP)
• approval of the Bank’s 2026 budget and risk appetite
• endorsed the Bank’s refreshed DE&I strategy
• assessed completion of the 2024 Board Effectiveness Review
Recommendations.
• H1 2025 results
• Fitch upgrades Metro Bank Holdings to ‘BB-’; Outlook Positive.
• Q3 2025 results
• Salford Store Opening – attended by Paul Thandi,
Non-Executive Director and Chair of the People and
Remuneration Committee.
• Q1 2025 results
• welcomed shareholders to our AGM
• annual review of the Bank’s Resolvability Assessment Framework.
• Chester Store Opening – attended by Nicholas Winsor,
Designated Non-Executive Director for Colleague Engagement
• approved the Modern Slavery Policy, 2024 Modern Slavery
Statement and Report of the Modern Slavery Champion
for publication.
• announced completion of the £584 million unsecured personal
loan book sale
• welcomed shareholders to a General Meeting to vote on the granting
of authority to Directors to allot shares and to dis-apply pre-emption
rights in relation to contingent Convertible Securities
• approved Transaction Documents and Offering Circular for the
issuance of inaugural Additional Tier 1 (AT1) securities
• published Circular relating to the issuance of inaugural
(AT1) securities
• approved the Bank’s Annual Operational Resilience Self-
Assessment.
2025
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
58
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Stakeholder engagement
Customers
Board engagement
• the Board takes our customers into account in every decision it makes, as people, relationships, simplicity and
locality are our brand principles
• Board engagement is mostly indirect with our customers, with Directors being informed by ExCo and senior
management of any matters relating to customers. Non-Executive Directors Nicholas Winsor and Paul Thandi
attended new store opening events in the year
• a business performance update is a standing Board agenda item. This includes performance against key customer
metrics such as Net Promoter Scores and Expressions of Dissatisfaction, which gives the Board valuable insight
into how customers rate service delivery
• alongside our relationship banking approach, the Bank engages with customers through direct marketing,
events, advertising, social media and external communications.
2025 outcomes
• the Board remains committed to maintaining a physical presence and ensuring that stores remain accessible
and at the heart of local communities. With the opening of three new stores in 2025 and extended Saturday
opening hours for 32 stores, we were able to bring relationship banking to even more customers
• the Board remains committed to strategically repositioning the Bank’s balance sheet towards higher-yield
corporate, commercial and SME lending, and specialist mortgages. Product offerings have been enhanced
during the year to support this.
Colleagues
Board engagement
Across 2025, we strengthened the connection between colleagues, SLT and the Board through a consistent
programme of engagement activity, including:
• regular attendance at colleague events, including virtual celebrations, store openings and our annual strategy
event – Revolution Update
• Non-Executive Director participation in colleague listening forums, including ‘Natter with Nick’ sessions,
inclusion network meetings and designated colleague engagement events across stores
• in-person SLT and Board networking, including dedicated SLT network events
• opportunities for Board attendance at milestone moments, such as the Chester and Gateshead store
openings and the Bank’s 15th anniversary celebrations.
2025 outcomes
• direct colleague feedback shared with the Board throughout the year, informing discussions and decisions
at Board level
• strengthened visibility of the Board across the organisation, with Non-Executive Directors attending Inclusion
Network meetings, colleague celebrations, store openings and bank-wide events
• enhanced SLT–Board collaboration, with SLT presenters joining Board meetings based on agenda needs
and informal networking opportunities throughout the year
• continued focus on colleague engagement, supported by the twice-yearly Voice of the Colleague (VOC)
survey and regular culture updates to the Board, with Designated Non-Executive Director for Colleague
Engagement Nicholas Winsor relaying colleague feedback that informs Board discussions and decisions.
Investors
Board engagement
• 2025 General Meeting, AGM, Annual Report and Accounts and Pillar 3 disclosures
• quarterly trading updates and investor presentations at half/full year
• investor roadshows and conferences
• proxy advisor and institutional investor meetings
• regular Board updates from the Investor Relations team and the Bank’s brokers regarding market consensus
and market trends allow the Board to stay informed of investor views.
In line with the agreement with the majority shareholder, the Bank has three shareholder-nominated Non-
Executive Directors, with the purpose of further enhancing the consideration of shareholder views as part of
Board decision making.
2025 outcomes
• feedback from investors and research analysts was taken into account when reviewing the strategic plan,
ensuring alignment with shareholder interests
• strong investor relationships, both existing and new, have continued to be cultivated this year, as the Bank
embeds its strategy
• shareholders supported all of the resolutions at the AGM, with 88% or more of the votes in favour of these. The
Board continues to engage with shareholders and their representative bodies on an ongoing basis.
Regulators
Board engagement
• annual PRA presentation to the Board
• regular meetings between the regulators and members of the Board and ExCo
• early engagement with the Prudential Regulatory Authority (PRA), Financial Conduct Authority (FCA) and
Bank of England on areas of regulatory interest.
2025 outcomes
• engaged constructively during the year with respect to key initiatives and areas of regulatory interest.
59
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Suppliers
Board engagement
• following completion of the first year of the Bank’s strategic collaboration with Infosys, management and
Infosys presented updates and assessments to the Board
• Group Audit Committee approval of the Bank’s disclosure on supplier payment practices
• Group Risk Oversight Committee consideration of an annual supplier risk and assurance update
• consideration of suppliers when making decisions at Board level
• regular updates to the Board providing oversight of key suppliers.
2025 outcomes
• direct Board engagement with key suppliers
• continued focus on improvement of supplier payment practices; from 1 July 2025 to 31 December 2025,
our average invoice payment turnaround was 24 days
• continued oversight of material supplier risks and controls.
Communities
Board engagement
• when deciding on the locations for new stores, the Board took into account where we can reach the
most people and businesses so that we can continue to offer convenient banking at a time that suits
our customers.
2025 outcomes
• with Board support our colleagues were encouraged to take a Day to AMAZE where colleagues support the
local communities whilst representing Metro Bank
• continued to be part of the UK SAYS NO MORE campaign to end domestic violence, with 53 of our stores
official ‘Safe Spaces’ for those in need
• reviewed the Bank’s relationship with the ECB and continued to endorse the Bank’s support of the Metro
Bank Girls in Cricket Fund
• extended opening hours at 32 stores following increased demand for earlier opening times in a number
of locations
• opened three new stores in Gateshead, Salford and Chester.
Stakeholder engagement continued
Listening and responding
to our customers
The Board remains committed to maintaining
a physical presence and ensuring that stores
remain accessible and at the heart of local
communities.
Following a revision of store opening hours
in the previous year, in 2025, ongoing review
of customer usage revealed a demand for
extended Saturday opening hours in some
locations. In response, the Bank extended
Saturday opening hours from 11am—4pm to
9.30am—4pm across 32 stores.
Stores are an important part of the
Bank’s relationship banking service and
growth strategy, and the Board supported
management’s proposal to extend store
opening hours to support the needs of the
Bank’s customers and communities.
We also continue to invest in our digital
capabilities so we can deliver great service to
our personal and business customers outside
store opening hours via the Metro Bank app,
online banking and our telephone service.
60
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board oversight of culture and colleague engagement
Our colleagues deliver superior service and are the heart of our relationship banking approach. The Board recognises the importance
of our colleagues and our unique culture, and an overview of the Board’s oversight is summarised below.
DNED colleague engagement activities
Store visits
Our DNED met with a
variety of colleagues
during the year at visits
to a number of our sites.
Through these visits,
Nicholas discussed a
broad range of topics
with colleagues including
strategy, objectives,
performance, diversity
and inclusion, and
opportunities for growth.
• sets the tone, standards and values for the Bank
• ensures culture supports the delivery of long-term, sustainable success and is embedded throughout the Bank
• appoints a Designated Non-Executive Director for Colleague Engagement (DNED).
Key inclusion
network
engagement
Our DNED met with
Chairs of the Bank’s
inclusion networks to
gain an understanding of
the activities and impact
of the networks and any
support required from
the Board.
Nicholas participated
in a number of inclusion
events and activities
throughout the year,
organised by our
inclusion networks.
Virtual colleague
sessions
Our DNED hosted a
number of ‘Natter with
Nick’ virtual events during
the year. These sessions
were available to all
colleagues and enabled
Nicholas to hear directly
from colleagues from
across the business.
An overview from these
sessions was included in
his reports to the Board.
Reporting to the Board
Voice of the
Colleague (VOC)
Pulse Survey
analysis
The Board received
detailed analysis of
the results of the
biannual VOC survey,
which captured
colleague feedback
and demonstrated how
the Bank’s culture is
embedded throughout
the organisation. The
reports highlighted key
drivers of sentiment and
specific areas of concern
or improvement. The
Board monitored trends
over time and assessed
the survey results in
the context of wider
organisational changes.
Reports from the
DNED
The DNED presented
regular reports to the
Board to enable the
Board to consider
colleague views in
its decision making.
Reports from
management
Senior leadership
presented thematic
updates to the Board
on key elements of
culture throughout
the year, which
provided assurance
that culture was being
actively monitored and
embedded following a
period of transformation
for the Bank.
Designated Non-Executive
Director for Colleague
Engagement (DNED)
With regard to Provision 5 of the Code,
we continue to be of the opinion that
appointing a DNED is the most appropriate
engagement mechanism for the Bank to
ensure there is effective two-way dialogue
with colleagues. The DNED’s role is to
connect colleagues with the Board and
escalate their views to support informed
decision making.
A note from our DNED
It was a pleasure to continue in my role as
DNED for another year and engage with
colleagues as they executed our strategy
and delivered strong results.
I was able to meet many colleagues during
the year, from a range of business areas,
and their views and experience gave
valuable insights which were considered
in Board decision making.
The Board is committed to ensuring our
culture remains something to be proud of
and it was great to see our culture in action
during my visits and on Viva Engage (our
internal social media channel).
As we continue to build a bank for the
future, colleagues remain at the heart of our
relationship banking approach, and I look
forward to meeting more colleagues and
hearing their views in 2026 before handing
over to my successor when I step down
from the Board at the end of May 2026.
Nicholas Winsor
Designated Non-Executive Director for
Colleague Engagement
Board responsibilities in relation to culture
Board oversight of culture and colleague views
61
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board effectiveness
Progress of actions from 2024 external effectiveness evaluation
As reported in the 2024 Annual Report and Accounts, evaluation of the Board’s effectiveness
in 2024 was externally facilitated. Recommendations for enhancement arising from the
review of 2024 Board effectiveness as reported in the 2024 Annual Report and Accounts are
included below, together with an update on the actions taken in 2025 to address these areas.
The Board considers that actions to address the recommendations from the 2024 Board
effectiveness evaluation are complete.
Enhancement area Action taken in 2025
Balance of Board Focus The Board agenda has been optimised to allocate time to strategy
execution, business performance, transformation and customer
experience. Each Board meeting in 2025 had an in-depth discussion
on a particular business area, transformation or strategy.
Board and Executive
Engagement
The Board has increased its engagement with the Bank’s leaders
below the Executive Committee level. An engagement schedule
for 2025 and into 2026 was presented to the Board in Q2 2025 and
an enhanced schedule, reflecting Board feedback was presented
in Q4 2025.
Board Paper Quality
and Oversight of Strategy
Execution
Board MI has been enhanced to support oversight of strategic
and operational priorities through changes to the KPI dashboard
presented with the CEO report.
Revised paper template and Board pack format was implemented by
the Company Secretary with the revised approach having been well
received by the Board.
Streamlining Agendas A review of the overlap of agendas between the Board and its
Committees was undertaken to minimise duplication of discussion
and agreed with the Board and Committee Chairs. Further
refinements will be made in line with ongoing Director feedback.
2025 Board effectiveness evaluation
For 2025, an internal Board effectiveness evaluation facilitated by the Company Secretary
was undertaken. The process included the Board and Committee members completing
a questionnaire, with questions based on those areas reviewed in the evaluation of 2024
Board effectiveness to enable progress to be measured.
The evaluation concluded that the Board continues to demonstrate effective oversight
of strategy, performance, risk management and culture; is effectively led by a strong,
experienced Chair; and receives effective support, advice and guidance from the
Company Secretary.
Three main areas for enhancement were identified, with actions to deliver these
enhancements in 2026 detailed below.
Enhancement area Proposed actions for 2026
Board Composition Ensure Non-Executive Director succession planning and recruitment
focuses on Board diversity and enhancing alignment of the Board’s
skills and experience with the Bank’s strategic priorities.
Board Engagement Building on the enhancements made in 2025 through delivery of
the 2026 Board colleague engagement schedule which includes
additional formal engagement with colleague cohorts; and
Nomination Committee engagement with inclusion networks.
Board Papers and
Information
Continue progress made to Board paper quality through more
standardised reporting across the Board and Committees.
Systems of internal control and risk management
Effective risk management is crucial to the Bank’s strategic objectives and long-term,
sustainable success. The Board has overall responsibility for ensuring risk is effectively
managed. Our approach to managing risk is further detailed on pages 104 to 138.
The Group Risk Oversight Committee (ROC) reviews the effectiveness of the Risk function
and risk management processes on the Board’s behalf, and its approach can be found in
the Group ROC report on page 68. The Board confirms that there is an ongoing process for
identifying, evaluating and managing the emerging and principal risks faced by the Bank.
The Board has delegated responsibility to the Group Audit Committee for the review of
the effectiveness of internal control systems. More detail can be found in the Group Audit
Committee report on page 64.
Preparatory work in readiness for the updated Provision 29 of the UK Corporate Governance
Code has been progressing during 2025 via a programme established with the objectives
of refining the scope of ‘material controls’ related to our principal risks; reviewing
documentation and assurance processes for key controls, leveraging our ‘Three Lines of
Defence’ model; and implementing pilot testing of key controls to identify potential gaps
in design or operation ahead of the formal 2026 reporting requirement.
62
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Board effectiveness continued
The Board is ultimately responsible
for the Bank’s internal control and risk
management systems, and in discharging
this duty, the Board regularly receives
updates from the Chairs of both the Group
ROC and Group Audit Committee, as well
as updates from the Chief Risk Officer and
Chief Internal Auditor. For the year under
review and up to the date of approval of
the Annual Report and Accounts, the Board
is satisfied that the system of internal
control and risk management operated
effectively in core areas, with robust plans
in place to address areas identified for
improvement. For more details see the Risk
Report on pages 104—138.
Conflicts of interest
At each meeting, the Board considers the
Directors’ conflicts of interest. The Bank’s
Articles of Association provide for the
Board to authorise any actual or potential
conflicts of interest. The Board will only
approve a conflict of interest if it believes
that it would not have an impact on the
Director’s ability to carry out their duties
and responsibilities to the Bank.
Before a new Director is appointed,
potential conflicts of interest are disclosed
and assessed to ensure that there are no
matters which would prevent the incoming
Director from accepting the appointment
and, during their tenure, Directors are asked
to consult with the Company Secretary and
the Board Chair before accepting external
appointments. Consideration is given to
whether the Director has sufficient capacity
to take on the additional role and still be able
to devote enough time to their role with the
Bank. Each Director’s conflicts of interest
and external appointments are considered
annually by the Group Nomination Committee.
Independent professional advice
Directors are permitted to take independent
professional advice, at the Bank’s expense if
required, to enable them to fulfil their duties.
In addition, they have access to the advice
and services of the Company Secretary,
who is responsible for advice on corporate
governance matters to the Board.
Indemnities and insurance
We provide Directors and Officers of the
Bank with appropriate insurance for their
appointment, which is reviewed annually.
In addition, Directors receive an indemnity
from the Bank against: (a) any liability
incurred by or attaching to the Director in
connection with any negligence, default,
breach of duty, or breach of trust by them
in relation to the Bank or any associated
company; and (b) any other liability incurred
by or attaching to the Director in the actual
or purported execution and/or discharge of
their duties and/or the exercise or purported
exercise of their powers and/or otherwise in
relation to/or in connection with their duties,
powers or office other than certain excluded
liabilities, including to the extent that such an
indemnity is not permitted by law.
Appointment and retirement
of Directors
The Board has the authority to appoint
Directors to the Board. Newly appointed
Directors must stand for election by
shareholders at the Annual General
Meeting following their appointment.
In accordance with the provisions of
the Code, all continuing Directors of the
Company will offer themselves for annual
re-election at the 2026 Annual General
Meeting. Under the Articles of Association,
shareholders may remove a Director before
the end of their term by passing an ordinary
resolution at a general meeting.
Colleague engagement
For more information on how the Directors
have engaged with colleagues, had regard
for colleague interests and how this has
affected the principal decisions taken by the
Bank during the financial year, see page 59.
Other stakeholder engagement
For further information on how the Directors
had regard for the need to foster the Bank’s
business relationships with our suppliers,
customers and others, and the effect of
this consideration, including on the principal
decisions taken by the Bank during the
financial year, see pages 57 to 60.
Relations with investors
The Board places great importance
on regular two-way engagement with
investors. We connect with our investors
on an ongoing basis through a variety of
channels, including face-to-face meetings,
telephone calls, presentations, webcasts
and online content.
Investor meetings are undertaken by the
Board Chair, CEO and CFO, supported by
the Investor Relations team. The Board
Chair, Senior Independent Director and
other Non-Executive Directors are available
to institutional investors to discuss any
areas of concern. In addition, the Board
Committee Chairs seek engagement with
shareholders on significant matters related
to their areas of responsibility.
The Board has three shareholder-nominated
Non-Executive Directors, all nominated
to the Board by the Company’s majority
shareholder, Spaldy Investments Limited.
This reflects the strong relationships we
have with our shareholders and as part
of these Directors’ role profiles, they are
required to bring the perspectives of our
shareholders to Board discussions so that
shareholder views are considered as part
of the Board decision-making process.
The Investor Relations function reports to
the Board on a regular basis on matters
including share price performance,
changes in the shareholder register, analyst
and investor feedback and significant
market updates, with the assistance of
the Bank’s corporate brokers. The Investor
Relations team is responsible for ongoing
communication with shareholders, analysts
and investors. All financial and regulatory
announcements, as well as other important
business announcements, are published
on the Investor Relations team section
of our website and stakeholders can
subscribe to receive news updates by
email by registering online on our website:
metrobankonline.co.uk/investor-relations/.
Contact details for the Investor Relations
team and Company Secretary are available
on the website.
63
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group Audit Committee report
I am also the Bank’s Whistleblowing
Champion, and the Committee as a whole
is responsible for review of the adequacy
and security of whistleblowing systems
and controls. The Committee reviews the
systems and controls at least annually and
these continued to operate effectively in
2025. The Bank’s Whistleblowing Policy is
accessible to all colleagues via the Bank’s
intranet and there is regular e-learning
training for colleagues to ensure they feel
enabled to raise concerns if required.
Committee evaluation
The Committee conducted an internally
facilitated evaluation of its performance in
2025 which concluded that the Committee
continues to work well and effectively
discharges its duties. The evaluation re-
affirmed the Committee’s ongoing focus
on internal controls, particularly in relation
to transformation and outsourcing, and the
2026 Committee forward plan has been
designed to ensure this remains high on
the Committee’s agenda.
Outlook for 2026
During 2026, the Committee will continue
to focus on management’s approach to key
accounting estimates and judgements, robust
oversight of the Bank’s financial reporting, the
Bank’s capital and liquidity position, and the
impact of continued growth on the Group’s
risk and control framework.
Michael Torpey
Group Audit Committee Chair
15 April 2026
Michael Torpey
Group Audit
Committee Chair
In line with the Code, the Committee
considered whether the 2025 Annual
Report and Accounts is ‘fair, balanced and
understandable’ and provides the information
necessary for shareholders to assess the
Group’s position and performance, business
model and strategy’. The Committee is
satisfied that the 2025 Annual Report and
Accounts meets this requirement and,
in particular, that there are appropriate
disclosures for relevant developments in
the year. The process which enabled the
Committee to reach this conclusion included:
• robust Committee review and challenge
of the draft 2025 Annual Report and
Accounts, with detailed oversight of the
significant reporting areas
• review of any issues raised by External
Audit, in advance of final sign-off
• review of the going concern and viability
statement that highlighted the profitability,
capital and liquidity position of the Bank
over the planning period to 2029.
As Modern Slavery Champion, I was
pleased to report to the Committee and the
Board on the effectiveness and integrity of
the systems and controls in place to ensure
compliance with the Modern Slavery Policy.
The General Counsel provides regular
updates to the Committee on progress
against our statement and action plan,
and in 2025 the Bank continued to follow
and progress our processes to support
our policy. The Policy is available to all
colleagues via the Bank’s intranet and we
continue to publish our Modern Slavery
Statement yearly on the website.
Dear shareholders
I am pleased to present the Group Audit
Committee (the ‘Committee’) report for the
year ended 31 December 2025. This report
aims to provide a comprehensive picture
of the work undertaken by the Committee
during the year.
During a year of growth and delivery, the
Committee has continued to focus on
management’s approach to key accounting
estimates and judgements, robust
oversight of the Bank’s financial reporting
and, in conjunction with the Risk Oversight
Committee, the impact of strategic
changes on the Group’s risk and control
framework. More information on how the
Committee has oversight of the Bank’s
control environment is set out in detail on
page 66.
Committee composition
and attendance
Details of the Committee members’
attendance at Committee meetings is
included on page 49.
In addition to the Committee Chair,
Michael Torpey, there were three members
of the Committee in 2025: Catherine
Brown, Paul Coby and Nicholas Winsor.
Paul Coby joined the Committee shortly
after joining the Board in 2025. All are
independent Non-Executive Directors with
a range of relevant business experience.
Michael has recent and relevant financial
experience, and the Committee as a
whole has competence in the banking
sector. For further details of members’
skills and experience, please refer to their
biographies on pages 51 to 53.
The Committee meets at least four
times a year at appropriate times in the
reporting and audit cycle.
Directors who were not Audit members
were also permitted to attend meetings.
The CEO, CFO, Chief Internal Auditor,
External Auditor and CRO had standing
invitations to attend as guests, unless
the Chair of the Committee asked them
to excuse themselves from a particular
meeting or discussion.
The Company Secretary and her team
acted as Secretary to the Committee. The
Committee Chair also sits on the ROC
and works closely with its Chair. The
ROC Chair also sits on the Committee.
64
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group Audit Committee report continued
The Group Audit Committee in brief
• The Committee is accountable to the Board and will assist the Board in fulfilling its
oversight responsibilities by reviewing and monitoring the financial reporting process,
the system of internal financial control, the internal and external audit processes, and
the Bank’s process for monitoring compliance with laws and regulations
• A key role of the Committee is to review the integrity of the financial reporting for
the Bank. This includes:
– monitoring the integrity of the financial statements and formal announcements
relating to the Bank’s financial performance
– reviewing and reporting to the Board on significant financial issues and
material judgements
– reviewing and challenging accounting policies, methods used to account for
significant and unusual transactions, and clarity and completeness of disclosures
– overseeing the regulatory reporting framework to ensure it is robust and effective
– advising on whether the Annual Report and Accounts is fair, balanced and
understandable
– oversight of the relationship with the External Auditor and the effectiveness of the
audit process
• The Committee is responsible for reviewing the adequacy and security of
whistleblowing systems and controls
• The Committee is responsible for reviewing the effectiveness and integrity of
the systems and controls in place to ensure compliance with the Modern Slavery Act
2015.
The full roles and responsibilities of the Group Audit Committee are detailed in its
Terms of Reference which are available on the Bank’s website.
Significant financial
reporting areas Review, challenge and conclusion by the Committee
Going concern
and viability
The Committee considered management’s approach to assessing and
concluding on both going concern and viability. The assessment undertaken
by management focused on liquidity, capital and operational risks.
The Committee also considered the Group’s strategy and Long Term Plan
with a review of potential downside scenarios to management’s central
view and any mitigating actions that could be taken.
After consideration, the Committee supported the approach adopted by
management, which is set out in the Viability statement on pages 45 to 46.
Impairment of non-
current assets
The Committee has kept impairment indicators in relation to the Group’s
property, plant, equipment, intangible assets and subsidiary investments
under review during the year. Management ran an impairment assessment
as required by IAS 36 ‘Impairment of Assets’ and the Committee considered
the results of this including associated sensitivities. Management also ran an
impairment assessment for investments in subsidiaries and considered the
results of this, including associated sensitivities.
The Committee concurred with management’s view on impairment of
intangible assets, which are set out on pages 165 to 166.
Measurement of
expected credit
losses (ECL)
The Committee regularly reviewed management’s assessment of the
adequacy of the allowance for ECL. The review included both modelled
and individual loan assessments, governance arrangements over
provisioning and models, the use of post model adjustments and overlays,
and a benchmark of the Group’s ECL against its peers, as well as reviewing
the components of the calculation (including SICR, definition of default,
macroeconomic scenarios and scenario weightings).
The Committee agreed with management’s assessment that the
measurement of the ECL allowance remained both a critical accounting
estimate and judgement. Further details are set out on pages 179 to 189.
Alternative
performance
measures
The Group continues to use alternative performance measures as it
believes this provides readers with a greater understanding of underlying
trends in the business. The Committee reviewed whether management’s
basis for underlying results remained appropriate, including reviewing
items classified as non-underlying. Details on the Group’s alternative
performance measures can be found on pages 204 to 208.
65
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Systems of internal control and
risk management
The Bank’s risk management framework
which includes the process and approach
for managing internal controls, is set out
on page 105 and the Board’s oversight
of risk management is further explained
in the Group Risk Oversight Committee
report on page 68. In considering the
effectiveness of internal controls, the
Committee received and discussed reports
from Internal Audit and the External Auditor
and discussed significant issues raised with
management.
Financial risk management processes and
controls are in place and the effectiveness
of these controls is assessed on an ongoing
basis. The internal controls framework
encompasses all key controls, including
those relating to: financial reporting
processes; preparation of consolidated
Group financial statements; formulation of
the Group’s strategic plans, budgets and
forecasts; accounting policies and levels of
delegated authority.
Internal Audit
The Audit Committee is responsible for
overseeing the Internal Audit function.
Internal Audit is a critical component of
the Group’s governance, risk management
and control functions. The purpose of
Internal Audit is to strengthen the Bank’s
ability to create, protect and sustain value
by providing the Board and management
with independent, risk-based and objective
assurance, advice, insight, and foresight.
Internal Audit’s authority is created by its
Group Audit Committee report continued
direct reporting relationship to the Board.
The Committee Chair met regularly with
the Chief Internal Auditor and made sure
they had access to the Board if needed
during the year.
The Audit Committee, on behalf of the
Board, authorises Internal Audit to:
• have full and unrestricted access to all
functions, data, records, information,
physical property, and personnel pertinent
to
carrying out Internal Audit’s responsibilities
• allocate resources, set frequencies,
select subjects, determine scopes
of work, apply techniques and issue
communications to accomplish Internal
Audit’s objectives
• obtain assistance from third-party providers
to complete internal audit services.
During the year, the Committee:
• monitored the objectivity and
competence of the Internal Audit
function, and the adequacy of Internal
Audit resources and skills and was
satisfied that Internal Audit had adequate
resources available during the year
• assessed the effectiveness of the
Internal Audit function throughout the
year, and was satisfied that the Internal
Audit function was effective during the
year. This was confirmed by the External
Quality Assurance which reported
in January 2026 that the function is
Generally Conformant to all aspects of
the IIA Global Internal Audit Standards
and to the CIIA Code of Practice
• monitored the delivery of the 2025
Internal Audit Plan, through reports
provided by the Chief Internal Auditor,
and discussed areas of significance
identified in audits with management
• approved the 2026 Internal Audit Plan.
The 2026 Internal Audit Plan focuses
on those areas considered to present
the greatest risk to the Bank and are of
regulatory importance. The Committee will
monitor the resources available to Internal
Audit to make sure it can effectively deliver
the 2026 Internal Audit Plan.
External Audit
The Group Audit Committee complied
with the requirements of the FRC’s Audit
Committees and the External Audit: Minimum
Standard and the Statutory Audit Services for
Large Companies Market Investigation Order
2014 for the year ended 31 December 2025.
The Committee reviews and makes
recommendations to the Board with regard
to the appointment of the External Auditor,
including its fees and terms of engagement.
The Committee is also responsible for the
oversight of the relationship with the External
Auditor and the effectiveness of the audit
process. During the year, the Committee:
• reviewed and approved the scope of the
2025 External Audit Plan in advance of
the annual audit
• reviewed and approved the audit
engagement terms and proposed
audit fee
• reviewed and approved in advance
non-audit services provided by the
External Auditor
• considered the continued independence
and objectivity of the External Auditor
• reviewed and discussed the reports
provided by the External Auditor and the
quality of work undertaken
• met regularly with the External Auditor
without management present.
The Committee is satisfied that the External
Auditors demonstrated appropriate
professional scepticism and challenged
the key focus of the financial statements,
including material and judgemental areas.
The External Auditors have effectively
provided insights in relation to the financial
assessment of the business throughout
the year and their insights have been
appropriately investigative and valuable,
and their expertise welcomed.
The Committee confirms that PwC
continues to be effective. The Committee
has recommended the reappointment of
PwC as the Bank’s External Auditors to the
Board, and the Board has recommended
the reappointment to shareholders for the
next financial year at the 2026 AGM.
External Auditor independence is a key
principle and contributing factor to audit
quality. Independence is reviewed as part
of the audit scope, as part of reports PwC
presented to the Committee, and is further
scrutinised prior to the Annual Report and
Accounts being approved and signed by
the Board.
PwC has been appointed as the Bank’s
External Auditor since 2009. The Bank
is required under law to put its audit out
to tender at least every 10 years and to
66
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group Audit Committee report continued
change its External Auditor at least every
20 years. Our last formal competitive
tender exercise took place during 2018.
Following the Bank’s entry into the
FTSE 250 in November 2024, the Audit
Committee considered the appropriate
timing for the next competitive tender of
the Group’s statutory audit. After careful
review, the Committee has determined that
the Bank will undertake a competitive audit
tender process during 2028.
The Bank is currently in a period of
significant operational and strategic
transformation, including the embedding
of its new operating model and associated
systems and control enhancements. The
Committee believes that maintaining audit
continuity during this phase is crucial, as
it supports financial reporting stability,
preserves institutional knowledge, and
avoids introducing additional execution
risk at a critical point in the Bank’s
transformation programme.
The Committee will continue to monitor
auditor performance, independence and
effectiveness on an annual basis in line with
regulatory requirements.
In line with the FRC’s Revised Ethical
Standard 2019, the lead audit partner for the
Bank rotates every five years. In line with this
rotation, Jon Holloway stood down after the
financial year ended 31 December 2024 and
Daniel Brydon now leads the Bank’s audit.
The Committee carefully monitors the level
of non-audit services provided by PwC and
considered and approved the Bank’s Non-
Audit Services Policy during the year. All
non-audit services provided to the Bank by
the External Auditor must be approved in
advance by the Committee subject to the
guidelines and thresholds detailed in the
policy. Details of services provided and the
fees paid to the External Auditor during the
year can be found in note 8 to the financial
statements on page 156.
The FRC’s Ethical Standard sets out a specific
list of permitted non-audit services for UK
incorporated public interest entities, and the
Committee was satisfied that the Non-Audit
Services Policy aligns to the ethical standard
concerning auditor independence, and that
the Bank complied with its policy during 2025.
67
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group Risk Oversight Committee report
The Committee considered and approved
the refreshed Enterprise Risk Management
Framework and Policy Governance
Framework, supporting the Bank’s effective
approach to identification, management,
assessment and monitoring of the risks
faced by the Bank.
As we move into 2026, the Committee
will maintain oversight of the Bank’s
risk governance and management as
we continue to execute our strategy.
Particular focus is planned on credit
risk and the safe delivery of our lending
plan, capital and liquidity management,
regulatory engagement and compliance,
conduct (including customer outcomes),
fraud and financial crime, and the Bank’s
continued operational resilience, including
information security and cyber risk, and
third-party risk management.
Committee evaluation
The Committee conducted an internal
evaluation in 2025. The evaluation concluded
that the Committee continues to work
well and effectively discharges its duties.
Recommendations included continuing
to enhance conciseness of papers and
information provided to the Committee,
as well as increasing emphasis on horizon
scanning and early warning indicators.
Catherine Brown
Group Risk Oversight Committee Chair
15 April 2026
Catherine Brown
Group Risk Oversight
Committee Chair
for approval. The Bank’s capital position
has been supported by the £250 million
Additional Tier 1 securities issuance and
the £584 million unsecured personal loan
portfolio sale in 2025. These activities were
in line with the Bank’s strategy to reposition
its balance sheet and enhance risk-adjusted
returns on capital.
Oversight of financial crime and fraud
continued to be priorities during 2025.
The Committee received regular updates
and deep dives providing insight into the
Bank’s risk profile and the implementation
of tooling to enhance and support activities
in these areas.
Reflecting the Bank’s strategic shift in
its lending plan, the Committee carefully
considered credit risk throughout the
year, closely monitoring the Bank’s
delivery of significant growth in
corporate and commercial lending
and specialist mortgages.
Conduct and customer outcomes
remained a focus of the Committee, which
received regular updates on customer
outcomes and reviewed and endorsed the
Bank’s Consumer Duty Annual Report.
The Committee considered operational
resilience throughout 2025, receiving
regular updates and deep dives on
technology currency, third-party (including
material outsourcing) and cyber risks,
alongside approving the Bank’s annual
Operational Resilience Self-Assessment.
Dear shareholders
I am pleased to present the Group Risk
Oversight Committee (the ‘Committee’)
report for the year ended 31 December
2025. This report aims to demonstrate
how the Committee discharged its
responsibilities during 2025.
2025 has been a busy year for the
Committee, providing oversight, review and
challenge of the management of principal
risks and emerging risks to safely support
the Bank as it executes its strategy.
Throughout the year, the Committee
monitored closely the Bank’s capital and
liquidity positions and recommended the
ICAAP, ILAAP, Resolvability Assessment
Framework and Recovery Plan to the Board
Committee composition
and attendance
Details of the Committee members’
attendance at Committee meetings
is included on page 49.
In 2025, in addition to the Committee
Chair, Catherine Brown, there were
four members of the Group Risk
Oversight Committee: Paul Coby,
Paul Thandi, Michael Torpey and
Nicholas Winsor. Paul Coby joined the
Committee shortly after joining the
Board in 2025. Non-Executive Directors
who were not ROC members were
also permitted to attend meetings.
The Board Chair, CEO, CFO, Chief
Internal Auditor and CRO had standing
invitations to attend as guests, unless
the Chair of the Committee asked
them to excuse themselves from a
particular meeting or discussion.
Other Directors and colleagues attended
as guests by invitation of the Chair to
present and report on relevant topics.
The Company Secretary and her team
acted as Secretary to the Committee.
The Committee met regularly
throughout the year in accordance
with its Terms of Reference.
68
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group Risk Oversight Committee report continued
The Group Risk Oversight Committee in brief
The Committee is a committee of the Board. Its
specific responsibilities are set out in its Terms of
Reference, which are reviewed annually and available
on the Bank’s website. Accountable to the Board, ROC:
• provides oversight of risk and advises the Board, as
appropriate, on the risks posed to the Bank from its
continuing business activities and future strategy
• provides leadership, oversight and direction regarding the
Bank’s risk governance and management. It is charged
with helping the Board create an appropriate risk culture
across the Bank, which emphasises and demonstrates the
benefits of a risk-based approach to risk management
and internal controls. The ROC is responsible for
reviewing, challenging and recommending to the
Board the Bank’s risk appetite, ICAAP document, ILAAP
document, Recovery Plan, Resolvability Assessment
Framework and major risk policies
• oversees risk management procedures and reviews
risk reports on key business areas
• receives regular management information and
reports concerning the Bank’s performance against
risk appetite and the measures set by it and by the
Board. Regular updates are received on regulatory
developments, and consideration is given to how these
will affect plans, processes, systems and controls
• promotes a customer-centred culture through
consideration of the relevance and implications of
the FCA Consumer Duty requirements in all matters
• ensures that the CRO has unfettered access to the
Committee and its Chair as a key part of the Bank’s
governance framework
• considers the ESG framework, particularly
management and reporting of the financial risks
from climate change.
Oversight of the Bank’s key risks
The following sections explain the role of the Committee and summarise the main areas of oversight for each of the Bank’s key risks.
Bank Risk
Report
This includes a summary from the CRO setting out items of note and assessing the Bank’s performance against its
risk appetite and risk metrics. The report also includes a summary of top risks, issues under management, the Bank’s
performance against risk appetite, regulatory engagement and an overview of operational incidents.
Credit risk Execution of the Bank’s strategy requires prudent and controlled management of credit risk. To support this, one of
the roles of ROC is to oversee credit underwriting and ensure that the Bank has effective processes and controls
to monitor and manage credit risk, including where the risk position associated with a significant customer or loan
has deteriorated. The Committee regularly reviews the performance of the loan portfolio including assessing the
impacts of a changing macroeconomic environment and ensures that lending remains within risk appetite and policy
exceptions are monitored.
Treasury and
prudential risk
The Committee receives regular updates on relevant Treasury matters, including balance sheet performance and
each of the principal prudential risks, including liquidity and funding, capital and market risks. The Treasurer submits
the ICAAP, ILAAP, Recovery Plan, and relevant Treasury policies for approval and notes the minutes of the Asset
and Liability Committee, which is the primary executive forum for in-depth discussion on Treasury and prudential
risk matters. The Committee also receives a regular update from the second line risk team on prudential risk and
prudential risk appetite performance.
During the year, ROC reviewed and recommended to the Board for approval the ICAAP, ILAAP, Recovery Plan,
Resolvability Assessment Framework, Capital Management Policy and Liquidity Policy. Additionally, the Committee
approved the Prudential Risk Management Framework and Pillar 3 Disclosure Policy.
Operational
risk
The Committee receives reports concerning risk appetite and risk assessments for overall operational risk and the
underlying operational risk categories, including people, data, information security and cyber, IT systems availability,
operational resilience, third-party fraud and the risk of poorly executed changes. Summaries of the material incidents
which occur during the year and the related root cause analysis are presented to demonstrate how the Bank captures
learnings and takes action to prevent or mitigate any potential recurrences. The Committee also receives reports from
management on emerging non-financial risks and how these risks are monitored and, where appropriate, mitigated.
Financial
crime risk
Given the level of risk posed by financial crime to all banks, the Committee reviews management information and
performance against the Bank’s financial crime key risk indicators. In addition to the ongoing review, the Money
Laundering Reporting Officer Report and quarterly updates are escalated through the Bank’s governance to the
Committee to enable effective oversight of control enhancement activity. The Committee reviewed and recommended
to the Board the Anti-Bribery and Corruption Policy, Anti-Tax Evasion Policy, Sanctions and Proliferation Financing Policy,
Anti-Money Laundering Policy, and Combating Terrorist Financing Policy.
Regulatory,
conduct and
legal risk
The Committee is updated regularly on legal and regulatory developments and changes that could impact the
Bank together with measures taken to monitor and mitigate regulatory risk. The Committee receives updates on
compliance and conduct risk in the areas of culture and governance, product governance, customer treatment and
Consumer Duty. The Committee is also updated on how the Bank manages expressions of dissatisfaction, claims and
litigation, and on the ongoing compliance assurance work performed by the second line of defence.
Strategic risk The Committee considers strategic risks that could result from or lead to the crystallisation of one or more of the
Bank’s other principal risks. At least annually, it considers a comprehensive risk review of the Bank’s strategy and Long
Term Plan and receives ad-hoc updates on the management of risk within other key strategic initiatives.
Model risk Given the use of models to support a broad range of business and risk management activities, the Committee
provides oversight of the effectiveness of the Model Risk Management Framework. This includes review of
escalated findings in relation to specific modelling activities and exposure against model risk appetite.
69
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group Nomination Committee report
Catherine Doran from 1 January 2026, which
has increased female representation on the
Board from 27% to 33%. We acknowledge
that the Board remains below the targeted
40% female representation and recognise
the importance of ensuring that Board
diversity remains a key consideration in
the Board’s recruitment through our Non-
Executive Director succession planning.
An important part of the Board’s Non-
Executive Director succession planning
process is the Board Skills Matrix. The Board
Skills Matrix is reviewed regularly to ensure
that the Non-Executive Director succession
planning process continues to be effective.
This year, the Committee approved a revised
Board Skills Matrix which had been amended
to ensure alignment with the Bank’s strategic
objectives. Both the Board Skills Matrix and
the Non-Executive Director succession plans
form an integral part of the Committee’s
recruitment process.
As part of building the Bank for future
growth, the Committee considered the
appointment of the Chief People Officer.
Throughout the year, the Committee also
considered talent and succession for
colleagues below the Executive Committee,
ensuring appropriate development plans
and opportunities are in place for our future
leaders. The recent appointments of Danielle
Lee as Director of Brand & Marketing and
Pedro Franco as Director of Strategy to
the ExCo demonstrates the strength of the
Bank’s internal talent pipeline.
Committee evaluation
The Board conducted an internal evaluation
in 2025, which included an evaluation of the
Robert Sharpe
Group Nomination
Committee Chair
internal training and meetings with Board
and Executive Committee members. Her
induction also included specific sessions for
those Board committees on which she sits.
After completing two three-year terms,
Non-Executive Director and Designated
Non-Executive Director for Colleague
Engagement Nicholas Winsor will step down
from the Board on 31 May 2026. On behalf
of the Board, I would like to thank Nicholas
for his material contribution to the Board,
Risk Oversight and Audit Committees, and
dedication as Designated Non Executive
Director for Colleague Engagement. We will
announce the Designated Non Executive
Director for Colleague Engagement
successor in due course.
We are proud of our inclusive culture
and, this year, the Committee considered
and endorsed the Bank’s refreshed DE&I
strategy, as well as the work of the Bank’s
inclusion networks. This work is important
in ensuring all colleagues feel valued and
respected and is a key differentiator in terms
of the Bank’s recruitment and retention of
colleagues. I am pleased with the progress
that has been made, and the Committee will
continue its oversight of delivery against the
DE&I strategy in 2026.
As well as diversity within the Bank, the
Committee considered diversity on the
Board with a review of the Board Diversity
Policy. The Committee considers that
the objectives within this Policy remain
appropriate for the Bank and these
objectives are detailed on page 72. We
have made progress against our gender
diversity objective with the appointment of
Committee’s performance. This evaluation
concluded that the Committee remains
effective in discharging its duties and is led by
an effective Committee Chair who facilitates
constructive debate and challenge.
Priorities for 2026
Looking ahead to 2026, the Committee
will continue its focus on Non-Executive
Director recruitment in line with the Board’s
Non-Executive Director succession plan. The
Committee will also continue to support work
to maintain and develop the Bank’s culture;
and enhancing diversity amongst colleagues
as well as the Board. Another key focus for
2026 will be overseeing the improved senior
leader development plan methodology
to ensure we retain our best talent. I look
forward to reporting on our progress in
these areas in my report next year.
Robert Sharpe
Group Nomination Committee Chair
15 April 2026
Dear shareholders
I am pleased to present the Nomination
Committee report for the year ended
31 December 2025. The Committee’s focus
during the year was on optimising the
Board’s skills and experience to support
senior leadership in delivering sustainable
growth. This has included the recruitment
of Catherine Doran, which we announced
in October 2025, who joined the Board on
1 January 2026. Catherine brings a wealth
of experience in banking IT operations
which complements the Bank as we
continue to enhance our digital capabilities.
Upon joining, Catherine commenced a
comprehensive induction plan, which
included core Board documentation,
70
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group Nomination Committee report continued
Board composition
The Nomination Committee is responsible
for keeping the composition, structure and
size of the Bank’s Board and its Committees
under review and providing the Board with
any recommendations for changes that may
be deemed appropriate. The Committee’s
role is to ensure that the Directors have
the skills, knowledge and experience
required by the Bank to provide effective
challenge and oversight of the delivery
of the Bank’s strategic objectives. The
Committee concluded, following its annual
review, that the Directors have the skills,
leadership and ability to devote sufficient
time to provide the necessary oversight and
proper challenge to the Executive Directors,
Executive Committee (the ‘ExCo’) and
senior leadership. The Committee is also
responsible for ensuring that succession
plans are in place for the Bank’s Executive
Directors and Non-Executive Directors.
The process for appointments to the Board
is set out in the Committee’s Terms of
Reference. The Committee recognises the
importance of ensuring a transparent and
fair process for interviewing, assessing and
appointing new candidates to the Board.
The Committee is required to produce
a diverse list of candidates for Board
appointments with a view to improving
Board and Committee diversity over the
long-term. During 2025, the Committee has
worked with Korn Ferry for Non-Executive
Director recruitment. Korn Ferry is also
the Bank’s remuneration advisor, and the
Committee considered that as Korn Ferry
does not advise the Bank on Non-Executive
Director fees, this additional service does
not constitute a conflict of interest.
The Group Nomination Committee in brief
The Group Nomination Committee leads the process for identifying and making
recommendations to the Board for new Board appointments and Board Committee
memberships. Its duties include:
• reviewing the structure, size and composition
(including the skills, knowledge,
experience, independence
and diversity) of the Board as a whole and making
recommendations to the Board as required
• considering succession planning for Board members and senior leaders including
the length of service of Non-Executive Directors and the need to regularly refresh
Board membership, taking into account the Board’s Diversity Policy, the Bank’s
strategic priorities and the main trends and factors affecting the long-term success
and future viability of the Bank
• reviewing the Board Skills Matrix in the context of Non-Executive Director
succession planning
• setting the Board’s policy for diversity in relation to the Board and recommend this
to the Board for approval
• conducting a formal, rigorous and transparent procedure
in identifying suitable
candidates for the Board
• overseeing the Bank’s Diversity, Equity and Inclusion (‘DEI’) strategy.
The full roles and responsibilities of the Group Nomination Committee are detailed in its
Terms of Reference which are available on the Bank’s website.
Committee composition
and attendance
Details of the Committee members’
attendance at Committee meetings is
included on page 49.
The Nomination Committee comprises
only Non-Executive Directors, the
majority of whom are deemed to be
independent, in accordance with the
requirements of the UK Corporate
Governance Code. The Committee
Chair, who is also the Board Chair, was
independent on appointment. In 2025,
in addition to the Board Chair, Robert
Sharpe, there were two members of
the Group Nomination Committee:
Catherine Brown and Paul Thandi.
In 2025, the Nomination Committee
met four times. The Company
Secretary or a member of her team
acts as Secretary to the Committee
and other colleagues, such as the CEO,
Chief People Officer and external
advisors, may be invited to attend all or
part of any meeting when appropriate.
Following each meeting, the Chair
provides an update to the Board and
approved Committee minutes and
selected papers, such as succession
plans, are tabled for noting at
subsequent Board meetings.
71
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group Nomination Committee report continued
Diversity
The Board Diversity Policy (the ‘Policy’) sets out the Board’s approach to diversity, equity and inclusion. The Committee is responsible for monitoring progress towards the Board’s diversity
objectives, as set out in the Policy. The Policy acknowledges that a diverse Board appointed on merit, with a broad range of skills, backgrounds, knowledge and experience, is more
effective. The measurable objectives included in the Policy are detailed below.
Objectives Status
Considering candidates for appointment as Directors from a wide and diverse pool, which include
a combination of skills, experience, ethnicity, age, gender, social, international, educational and
professional background and other relevant personal attributes such as cognitive and personal
strengths to provide the range of perspectives and insights needed to fulfil the duties of their role
in accordance with their role profile.
The appointment process, as laid out in the Committee’s Terms of Reference, requires the Committee
to put together a diverse list of candidates for any vacant Board role. The Committee has worked with
Korn Ferry in 2025 to assist with putting together a diverse list of candidates. This process was used
for the appointment of Catherine Doran as a Non-Executive Director.
Improving the proportion of Directors identifying as female on the Board to 40% as per the FCA’s
Policy Statement PS22/3.
The Board has not met its target of 40% female representation on the Board, which was at 27% as
at 31 December 2025. On 1 January 2026, following the appointment of Catherine Doran, female
representation on the Board increased to 33%. The Committee recognises that the Board has fallen
short of its target for female representation; however, positive progress has been made towards
reaching this target during 2025.
Ensuring that at least one of the senior Board positions (Chair, Chief Executive Officer, Chief Financial
Officer, or Senior Independent Director) is held by a Director identifying as female.
Catherine Brown was the SID during 2025. We are therefore meeting this objective in the Policy
and the Listing Rules and Disclosure Guidance and Transparency Rule 6.6.6(9)(a).
Ensuring the Board’s ethnic diversity meets and maintains a minimum of one Director from an ethnic
minority background.
As at 31 December 2025, the Board has three Directors from an ethnic minority background.
We are therefore meeting this objective in the Policy and the Listing Rules and Disclosure Guidance
and Transparency Rule 6.6.6(9)(a).
Ensuring that the diversity of the Board committees is considered for all committee appointments. The Committee reviews committee memberships and considers that the membership of each of the
Board committees is sufficiently diverse.
Only engaging executive search firms who are committed to sourcing diverse candidates and who
have signed up to the voluntary Code of Conduct on gender diversity and best practice.
The Committee engaged with Korn Ferry to assist with the search for independent Non-Executive
Directors. Korn Ferry’s core values include a commitment to inclusion.
Reporting annually against our objectives and other initiatives taking place within the Bank which
promote diversity.
More information on diversity initiatives can be found on pages 21 to 23 in the ESG report.
Reporting annually on the outcome of the Board evaluation including the composition, structure and
diversity of the Board.
A disclosure on the internal 2025 Board evaluation is set out on page 62.
72
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group Nomination Committee report continued
Director and Senior Leadership diversity
In accordance with Listing Rule 6.6.6R(10), the following tables set out numerical data on the gender and ethnic background of the Company’s Directors and Executive Management as
at 31 December 2025. This data has been collated through disclosures by each individual to the Bank, based on questions of how the individual identifies as for both gender and ethnicity.
a) Table for reporting on gender identity or sex
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO,
SID and Chair)
Number
in executive
management
1
Percentage
of executive
management
1
Men 8 73% 3 5 50%
Women 3 27% 1 5 50%
b) Table for reporting on ethnic background
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO,
SID and Chair)
Number
in executive
management
1
Percentage
of executive
management
1
White British or other White (including minority-white groups) 8 73% 4 7 70%
Mixed/multiple ethnic groups 2 18% – 1 10%
Asian/Asian British 1 9% – 1 10%
Black/African/Caribbean/Black British – – – 1 10%
Other ethnic group, including Arab – – – – –
Not specified/prefer not to say – – – – –
1. Per the definition within the Listing Rules, executive management within the Bank is ExCo and includes the CEO, CFO and Company Secretary.
73
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group People and Remuneration Committee report
ongoing enhancements to the Bank’s
control environment. As a result of the
performance, the Committee agreed a
salary increase of 11.3% for the CEO to be
implemented on 1 April 2026. The revised
salary remains aligned to our key banking
peers. Following completion of his first
full year with the Bank, the Committee
considered the CFO, Marc Page’s, salary
against the external benchmark and
concluded that he was appropriately
positioned against the external market, and
as a result, awarded an increase of 3% in
line with the wider colleague population.
Variable remuneration
The Bank’s strong financial performance
in 2025, achieving sustainable profitability,
growth in net interest margin and careful
management of costs, led to a score card
outturn of 92.9%.
More information on the balanced
scorecard outcomes and assessment of
individual performance is set out on pages
85 to 86.
The Committee will maintain a close
watching brief on the Bank’s approach
to variable remuneration to ensure that it
aligns to the external market.
Share awards
In 2025, following shareholder approval of
the SVAP, the Committee awarded both
Executive Directors a percentage of the pool
of value (capped in aggregate at 5% of the
increase in market cap for all participants).
The percentage for the CEO was 2.5% and
for the CFO 0.5%.
Paul Thandi
Group People and
Remuneration Committee
Chair
Dear shareholders
I am pleased to present the Directors’
Remuneration report for the year ended
31 December 2025.
I would like to thank shareholders for their
support of our remuneration resolutions at
the 2025 AGM, which included approval of
the Directors’ Remuneration Policy and the
Shareholder Value Alignment Plan (SVAP),
and all remuneration resolutions receiving
well over 80% support. This report details
how the Committee has implemented
the new Directors’ Remuneration Policy,
including the remuneration for both
Executive Directors, and our approach
to remuneration across the Bank.
I am very pleased to report that 2025 was a
strong performance year for the Bank, the
strongest in our entire 15-year history. The
business has delivered record profitability
in 2025 and achieved a 7% year-on-year
reduction in operating costs. The Bank
also led its peer group across key financial
metrics, including significant increases in
NIM, PBT, RoTE, and a 16% uplift in revenue.
Total Shareholder Return has increased by
206% since November 2023, substantially
outperforming major market indices.
All of this reflects our ability to execute
the agreed strategy. It is the strength of
our relationship banking, funded by our
strategic management and assets and cost
discipline, together with the efforts and
commitment of our great colleagues, led by
a strong and capable leadership team, that
has achieved these results.
This report sets out how performance has
been reflected in remuneration outcomes
in 2025.
Executive Director salaries
The Committee considered the salaries
for the Executive Directors as part of
the annual Reward Review. The CEO
has continued to play a critical role in
advancing the Bank’s strategic, financial,
and cultural transformation. In parallel
with the strong financial achievements
and material shareholder value creation,
employee engagement scores improved
from 64 to 71 during the period, reflecting
the strong confidence in Daniel’s leadership
throughout extensive organisational
change. His constructive regulatory
relationships have also supported
Marc was appointed to the Board as
CFO in 2024. His SVAP allocation was
therefore limited to 0.5% in the first year,
with an intention to revisit this subject to
performance. Following the Bank’s strong
performance in 2025, the Committee
approved a further 0.5% award to the CFO,
increasing his total allocation to 1% of the pool.
It was pleasing to see the progress made by
the Bank in delivering for our shareholders
and that the Committee could approve
a payout for the 2023 LTIP for the CEO
and other award holders. The 2023 LTIP
targets were based on Total Shareholder
Return, Return on Tangible Equity, and a
qualitative view of risk performance. The
risk performance is assessed through
advice provided to the Committee by the
Chief Risk Officer, supported by the Chair
of the Group Risk Oversight Committee.
The Committee approved an overall vesting
of 56% in line with the formulaic outcome
against the performance conditions, with
no discretion applied by the Committee.
Colleague remuneration and
salary adjustments
The Committee’s focus in 2025 has been
on ensuring we attract and retain the best
talent across the organisation. With this
in mind, the Committee has considered
several factors to determine the available
budget and approach for pay increases
effective 1 April 2026, including: increases
to the National Minimum Wage (NMW)
and Real Living Wage (RLW); levels of
inflation relative to investment in pay over
recent years across different grade levels;
application of discretion to address internal
74
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group People and Remuneration Committee report continued
relativities and tackle symptoms of pay
compression; and insight from an external
market context. We will continue to keep all
colleagues’ salaries under review through
the annual review process.
The Committee also reviewed the Bank’s
gender and ethnicity pay gaps. The Bank
compares well to its peers and the median
gender pay gap has improved for the
third consecutive year. The Committee
and senior management remain focused
on ensuring continued progress is made
through targeted actions and meaningful
steps underpinning the Bank’s DE&I Strategy
(see page 22 for details), designed to ensure
we have a workforce which reflects the
diversity of our customers and communities.
Non-Executive Director fees
The Committee considered and
recommended changes to the fee structure
for Non-Executive Directors, which were
approved by the Board. The changes
included an increase to the base fee for
Non-Executive Directors from £65,000 to
£75,000; and a reduction in the overall fees
paid in relation to Non-Executive Directors’
service on Board committees, as well as a
reduction in the Designated Non-Executive
Director for Colleague Engagement fee.
These changes were recommended
by the Board Chair following feedback
received as part of Non-Executive Director
recruitment activity overseen by the Group
Nomination Committee and are in line with
market practice.
The Committee also recommended
an inflationary increase to the fee for
the Board Chair, noting that this had
not been increased since 2020 on the
appointment of the current Board Chair.
The recommendation was approved by the
Board. The Board Chair was excluded from
the decision on his remuneration.
Amendments to PRA and FCA
remuneration regulations
In Q4 2025, the Committee reviewed
updates regarding the finalised PRA/
FCA remuneration reforms (PS21/25) and
their impact on the Bank’s remuneration
policy framework. The Committee first
considered the changes of the regulations
on the variable remuneration to be paid
to MRT colleagues in 2026. For awards
granted in 2026, the Committee approved
a change in the structure aligned to the
new regulations.
The PRA and FCA remuneration regulation
changes also mean that the Committee
may make changes to the vesting
schedule of the Bank’s historic awards.
The Committee carefully considered the
impact of any changes to the vesting
schedule, which included the interests
of shareholders and colleagues. The
Committee has decided to maintain the
original vesting schedule of historic awards
but approved removal of the 12-month
retention period for each vested tranche.
The Committee will continue to review
the vesting schedule for historic awards
during 2026.
Advice to the Committee
The Committee seeks advice from inside
and outside the Bank. Internally, the
Committee has been provided support
by the Chief People Officer, Director of
Reward and Performance, the Company
Secretary and other senior leadership as
appropriate. No individual participated
in discussion and/or decisions relating
to their own remuneration.
The Committee also received independent
external advice from Korn Ferry in 2025. The
Committee completed its annual evaluation
of Korn Ferry’s performance and was
satisfied with the support it had received
and considered the advice it receives is
objective and independent. Korn Ferry
was also used by the Group Nomination
Committee to assist in independent Non-
Executive Director recruitment. As Korn
Ferry does not advise the Committee on
Non-Executive Director remuneration,
the Committee is satisfied that there are
no conflicts of interest resulting from
Korn Ferry’s appointment as independent
external advisors to the Committee. The
fees paid for services in respect of Directors’
remuneration provided by Korn Ferry in
2025 were £96,448 (2024: £47,392.50)
inclusive of VAT. Fees were determined on a
time and expenses basis.
Committee evaluation
The Board conducted an internal evaluation
in 2025, which included an evaluation of the
Committee’s performance. This evaluation
concluded that the Committee is effective
in discharging its duties as delegated by the
Board; and the Committee Chair is effective
in leading the Committee and facilitating
constructive challenge and debate during
Committee meetings.
Priorities for 2026
The Committee will continue to evolve
the Bank’s remuneration structure for
colleagues, to ensure it attracts, develops
and retains the future skills and capabilities
required. We will also continue to consider
colleague remuneration and reward in the
context of remuneration regulation changes
and resulting emerging market trends.
Paul Thandi
Group People and Remuneration
Committee Chair
15 April 2026
75
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Group People and Remuneration Committee report continued
The Group People and Remuneration Committee in brief
The Group People and Remuneration Committee leads the process for reviewing
the remuneration practices of the Bank and approving the executive remuneration
structure and outcomes. Its duties include:
• determining the Directors’ Remuneration Policy and recommend its approval to the
Bank’s Board and then the Bank’s shareholders
• reviewing and having regard to the pay and employment conditions across the
Company and the alignment of incentives and rewards with the Bank’s culture
• approving the design of, and determine the targets for, any performance-related
reward schemes operated by the Bank and approve the total annual payments under
such schemes
• exercising independent judgement and discretion when authorising any
remuneration outcomes
• overseeing the Bank’s remuneration approach to those colleagues considered Senior
Management Function holders, Material Risk Takers and those in Certified Roles
• seeking advice and input from the CRO and Chair of the Risk Oversight Committee
on risk adjustment as it applies to executive remuneration
• engagement with the Bank’s shareholders, and other stakeholders, on the Bank’s
remuneration decisions.
The full roles and responsibilities of the Group People and Remuneration Committee
are detailed in its Terms of Reference which are available on the Bank’s website.
Committee composition
and attendance
Details of the Committee members’
attendance at Committee meetings
is included on page 49 .
During 2025, the Group People and
Remuneration Committee comprised
four Non-Executive Directors, three of
whom were independent, as well as
the Board Chair who was independent
on appointment. The members
were Paul Thandi, Catherine Brown,
Paul Coby and Robert Sharpe.
In 2025, the Group People and
Remuneration Committee met six
times. The Company Secretary or
a member of her team acts as the
Secretary to the Committee and other
colleagues, such as the CEO, Chief
People Officer, Director of Reward and
Performance and external advisors,
may be invited to attend all or part
of any meeting when appropriate.
Following each meeting, the Chair
provides an update to the Board and
approved Committee minutes, and
papers are tabled at subsequent Board
meetings, for approval and/or noting
as required.
76
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Remuneration at a glance
Pay for performance at a glance
The following table shows the 2025 balanced scorecard outcomes used to inform annual bonus outcomes. The outcome was 92.9%, which the Committee felt this was a fair reflection of performance.
Threshold Target Maximum 2025 outcome
Financial Underlying profit (40%) 44%
Net interest margin (5%) 5%
RoTE (5%) 5%
Cost (10%) 10%
Risk and regulatory Relationship with regulator and risk breaches (20%) 17%
Customer Net promoter score and expressions of dissatisfaction (10%) 5%
People and community Includes diversity and colleague engagement (10%) 6.9%
Tota l 92.9%
Actual performance Range from threshold to maximum
2025 variable remuneration outcomes
Daniel Frumkin Marc Page
2025 variable remuneration outcomes
2025 annual bonus (% of salary) 124.8% 124.8%
LTIP vesting (as % of maximum) 56% n/a
Total single figure of remuneration (£’000s) £2,665,749 £1,199,131
2025 total remuneration
Daniel Frumkin
Chief Executive Officer
Marc Page
Chief Financial Officer
£574.5k £470.4k
£254.6k
£588.7k
£318.2k
£14.3k
£63.6k
Fixed remuneration
Annual bonus – cash
Annual bonus – retained shares
Annual bonus – deferred shares
LTIP vesting
• retained shares are subject to a minimum 12-month holding period
• deferred shares vest 25% annually over four years
• the 2023 LTIP value is calculated on an average share price of £1.134 from October to December 2025.
Executive Directors’ remuneration in 2025
As a result of the Company’s 2025 performance (against financial, ESG and strategic
measures), the balanced scorecard outcome demonstrates the strong financial performance,
with increased lending in key target areas of corporate, commercial, and SME lending, and
specialist mortgages. This, coupled with the lowest cost of deposits of any UK High Street
bank, has led to significantly increased profits and disciplined cost management across the
year has supported increased accrual of the bonus pot. On the non-financial measures, the
performance saw a year-on-year increase, resulting in a formulaic outcome under the 2025
balanced scorecard which underpins the annual bonus outturn at 92.9% of maximum. The
2025 total remuneration outcome is shown below and more details on the progress against
individual performance measures is shown on pages 85 to 86.
£1.02m
£562.7k
77
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Remuneration at a glance continued
Executive Directors’ remuneration in 2026
The table below summarises how it is proposed that the Remuneration Policy will apply for Executive Directors in 2026.
When remuneration is delivered
2026 2027 2028 2029 2030 2031 2032 2033
Fixed remuneration
Salary
Benefits
Pension
Variable remuneration
Annual bonus
Implementation in 2026
• salary: Daniel Frumkin £1,050,000 and Marc Page £525,300
• core benefits such as private healthcare cover, life assurance and other standard benefits
• pension contribution and or cash allowance of 8% of salary
• annual bonus maximum of 150% of salary. Measures in the balanced scorecard are
60% financial and 40% based on ESG and/or other priorities
• There is no LTIP award for the CEO in FY26 in view of ongoing participation in SVAP
• The CFO is receiving a 0.5% additional SVAP award.
Performance period
Part of bonus deferred for up to four years in line with Regulatory Requirements
Malus and clawback provisions apply
78
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Remuneration at a glance continued
Aligning our remuneration approach to business strategy and stakeholder interests
Our service is what makes us special. Putting customers first is, and always will be, the
key to our success. Through our dedicated colleagues, we build long-lasting and personal
relationships with our customers and our communities, giving them the banking they need.
Our remuneration approach is aligned to our strategy, thereby incentivising, as appropriate,
great customer service and the creation of long-term value for all of our stakeholders.
The following table provides a summary of how our variable remuneration framework in
2026 is aligned with our business strategy and the results that it delivers.
The Committee believes that its executive remuneration policies and practices support
the Bank’s strategy and promote long-term, sustainable success, with reward linked to
the successful delivery of such long-term strategy. Remuneration, including variable
remuneration, is aligned to the Bank’s purpose and values, see pages 2 to 3, with a focus
on customers and other stakeholders as an integral part of executive remuneration.
Short term Long term
Focus LTIP or SVAPBalanced scorecard 2026
Share Value Alignment Plan
Long term growth in Metro Bank
Value
Total Shareholder Return
Return on Tangible Equity
Gateway
Value and Risk Hurdle
Gateway
Risk and Regulatory Performance
Cost Income Ratio
FY Underlying P/(L)BT
FY Return on Tangible Equity
FY Net Interest Margin
FY Underlying Operating Expenses
Gateways
CET1 capital
Liquidity Coverage Ratio
Regulatory Compliance
YTD/FY number of breaches of red limits for level 1 appetite metrics
Achievement of customer satisfaction score
Achievement of good customer outcomes
E-sat (How happy are you working at Metro Bank)
YTD/FY Diversity % ethnic minority in senior leadership roles
YTD/FY Diversity % gender in senior leadership roles
SME/Corporate and
Commercial Banking
People Focus
Community Banking
Specialist Mortgages
79
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Remuneration at a glance continued
How the proposed Directors’ Remuneration Policy addresses the key features set out in the UK Corporate Governance Code
The following table summarises how the Directors’ Remuneration Policy fulfils the factors set out in provision 40 of the 2018 UK Corporate Governance Code (‘the Code’).
Clarity
Remuneration arrangements should be transparent and promote
effective engagement with shareholders and the workforce.
The Committee is committed to providing open and transparent disclosures to shareholders and colleagues on its Executive Director
remuneration arrangements.
Colleagues are able to express their views on pay through regular surveys and feedback, as well as through our DNED.
Simplicity
Remuneration structures should avoid complexity and their rationale
and operation should be easy to understand.
Our approach to remuneration for Executive Directors is simple and transparent. It is consistent with structures used widely across the
Financial Services industry.
Risk
Remuneration arrangements should ensure reputational and other
risks from excessive rewards, and behavioural risks that can arise
from target-based incentive plans, are identified and mitigated.
In line with regulatory requirements, our remuneration practices promote sound and effective risk management while supporting our
business objectives.
For 2026, 20% of our annual bonus balanced scorecard will be based on risk and regulatory measures, and the determination of annual
bonuses is subject to a risk adjustment process and input from the Chief Risk Officer (CRO) and the Chief People Officer (CPO).
The deferred portion of any bonus vests in line with the Regulatory requirements, the approach to which has been revised to reflect the
changes to the Regulation in 2025.
Vested variable remuneration awards are subject to our clawback policy for a period of up to seven years from the award date
(extending to ten years where an investigation is ongoing).
Predictability
The range of possible values of rewards to individual directors and
any other limits or discretions should be identified and explained at
the time of approving the policy.
The potential value and composition of the Executive Directors’ remuneration packages at below threshold, target and maximum
scenarios are provided later in the report.
Proportionality
The link between individual awards, the delivery of strategy and the
long-term performance of the Company should be clear. Outcomes
should not reward poor performance.
Variable remuneration payments require robust performance against challenging measures and targets. Performance conditions have
been designed to drive the delivery of our business strategy and consist of a number of financial and non-financial metrics.
The Committee has discretion to override formulaic scorecard outcomes to ensure that they are appropriate and reflective of overall
performance and affordability.
Alignment to culture
Incentive schemes should drive behaviours consistent with
company purpose, values and strategy.
The primary objective of our remuneration framework is to support growth and our long-term success while reinforcing our
unique culture.
The bonus pool for any year is based on the Bank’s overall performance in terms of culture and delivery in line with the
balanced scorecard.
All colleagues are able to participate in our HMRC approved Share Incentive Plan, which supports our ethos of colleague buy-in and ownership.
In accordance with Code Provision 41, the Directors’ Remuneration report describes the work of the Committee, including those areas mentioned in that Provision. The table below
highlights some of those areas:
Provision Approach
Operation of policy The Committee is satisfied that the Remuneration Policy operates as intended in terms of Metro Bank performance and the quantum of remuneration
delivered.
Shareholder engagement We undertook substantial engagement with our shareholders as part of the development of the Remuneration Policy for Metro Bank PLC in the run-up to the
2025 AGM. We are grateful for this feedback and subsequent input received that has shaped our thinking and decision making.
Workforce engagement An outline of our approach to workforce engagement in set out on page 93.
80
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Remuneration at a glance continued
Summary of the Remuneration Structure for colleagues below Board level
The Committee is directly responsible for the remuneration of the Executive Directors, the Executive Committee (ExCo) and other executives who have been identified as Material Risk
Takers (MRTs) under the relevant regulators’ remuneration rules.
During the year, the Committee is provided with regular updates on the external market and benchmarking and as required, takes key decisions on pay, benefits, pension and incentive
arrangements that cascade through the organisation.
Metro Bank is committed to ensuring its workforce has the diversity of talent and expertise that it needs for the business to continue to grow and innovate. Our people are critical to us
achieving our strategy and the Committee is committed to ensuring our people are rewarded fairly and competitively for their contribution to our success.
Our approach to remuneration for colleagues below Board and ExCo level is similar for all colleagues. Whilst variable remuneration for the ExCo is delivered differently to that for the
wider colleague population, it is consistent across this small group of colleagues. The focus is on simplicity, rewarding the right behaviours and outcomes for customers and the business,
whilst discouraging unnecessary risk taking.
Salary Benefits Pension Variable Remuneration
• the quantum of salary increases is primarily
driven by the external market, capability,
affordability and Real Living Wage
• we also review salaries for roles that we deem
are growing rapidly in scale and/or complexity
and are critical to the business and for those
colleagues which market data suggests are
falling behind the market rates for their roles.
• colleagues are eligible to participate in private
medical insurance or other health related plans
funded at different rates of cover depending
on their level
• all colleagues, including the ExCo, receive life
assurance cover of four times their salary.
• all colleagues can participate in the Group
Personal Pension Plan when they join the Bank.
If they have exceeded the annual pension
tax-free contribution limit, they may be eligible
to take cash in lieu of pension for some or all
of the benefit
• employer pension contributions are up to 10%.
• colleagues participate in the same annual bonus
plan with a single scorecard and a consistent
company performance adjustment factor
• for all colleagues whose personal behaviours
and delivery are as expected or better, we
apply an adjustment factor
• where appropriate and required by regulations,
variable remuneration may be deferred and/or
delivered in shares.
Regulators’ rules require the Bank to identify colleagues who are MRTs: these are individuals who operate in roles deemed to have, or potentially have, a material impact on the risk profile
of the Bank. Metro Bank classified 60 colleagues as MRTs in 2025 (2024: 66).
The remuneration approach taken for our MRT population differs from that of the wider colleague population. To align the interests of our MRT population with those of our shareholders
and aligned to the Regulatory requirements, we may deliver a portion of variable remuneration in retained shares, deferred cash, deferred shares, and where appropriate, awards under
the LTIP. Further information relating to remuneration of our MRT population can be found in our 2025 Pillar 3 disclosure (pages 56 to 61).
Alignment between our approach to Directors’ remuneration and other colleagues
In developing the Remuneration Policy, the Committee carefully considered the remuneration arrangements across the Bank. The Committee receives information on wider workforce
demographics and remuneration on a regular basis to ensure that the Committee has a good understanding of the structure and application of reward policies throughout the organisation.
When making decisions about executive remuneration, the Committee ensures, for example, that pay review budgets for Metro Bank executives are typically set at levels which mirror
those being applied for other colleagues. In addition, all colleagues’ annual variable remuneration is linked to the delivery of the bank-wide balanced scorecard, through which the
Executive Directors are incentivised.
81
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Remuneration for colleagues below Board level
Gender pay gap reporting
The Company’s 2025 Gender Pay Gap Report, published in February 2026, shows that on a median basis, our gender pay gap is 14.0% (2024: 15.7%). This compares with a national average gender pay gap of
12.8% across all industries, calculated by the Office of National Statistics (ONS) published in October 2025: gender pay gaps tend to be higher in financial and banking organisations.
Having a workforce that reflects the diversity of our customers and communities is important to us at Metro Bank and is reflected in our improvement in the median pay gap over the last three years. The Bank
remains focused on further progress with ongoing targeted actions to take meaningful steps to make a lasting difference. We expect to see small changes in the total pay gap each year due to changes in the
composition of the workforce and hiring patterns, which can vary between men and women year-on-year. Further information can be found in the Environmental, Social and Governance section on page 23.
Year-on-year change in colleague and Directors’ remuneration
We monitor year-on-year changes between the movement in remuneration for executives compared with the wider colleague population.
The relevant disclosure requirement is for this comparison to be made against the employees of the parent company. On the basis that Metro Bank Holdings PLC, the parent company, does not employee any
colleagues, we have voluntarily disclosed this information.
The table below sets out the year-on-year percentage change in salary, benefits, and annual bonus for the Directors of the Board against an average full-time equivalent colleague. The Committee considers
three consecutive measurement periods an appropriate level of insight. The percentage increases or decreases in the table below reflect changes in populations year-on-year or, in the case of Directors,
changes in responsibilities, e.g., committee memberships, or that the individual was not a Director for the whole year. Percentages for Directors are calculated using the respective figures in the single total
figure for the remuneration.
Salary/Fees % change Taxable benefits % change Annual bonus
2025 vs 2024 2024 vs 2023 2023 vs 2022 2025 vs 2024 2024 vs 2023 2023 vs 2022 2025 vs 2024 2024 vs 2023 2023 vs 2022
All colleagues
1
3.8% 7.6% 3.3% 31.4% 8.9% 1.6% 180.6% 33.3% (44.8%)
Daniel Frumkin
2
1.5% 20.2% – 0.8% (56.2%) (87.2%) 669.6% n/a (100%)
Marc Page n/a n/a n/a n/a n/a n/a n/a n/a n/a
Executive Committee
7
4.3% 4.5% (3.1%) (5.6%) (26.2%) (56.9%) 449.2% n/a (100%)
Robert Sharpe
4
– – – (40.8%) (73.1%) (64.1%) n/a n/a n/a
Catherine Brown – 38.0% 1.0% n/a n/a – n/a n/a n/a
Paul Coby n/a n/a n/a n/a n/a n/a n/a n/a n/a
Dorita Gilinski
5
n/a n/a n/a n/a n/a – n/a n/a n/a
Jamie Gilinski Bacal
5
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Cristina Alba Ochoa
5
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Paul Thandi 23.5% 13.3% 2.6% n/a n/a – n/a n/a n/a
Michael Torpey – – 0.7% 85.3% (13.3%) (26.5%) n/a n/a n/a
Nicholas Winsor – – 15.5% n/a n/a – n/a n/a n/a
1. The data for ‘all colleagues’ and ‘ExCo’ is based on the population employed as at the relevant December year end. Average is calculated on a full-time equivalent mean basis.
2. There has been no year-in-year change in terms of Daniel’s eligibility to standard benefits, but the cost of the benefits have increased.
3. Marc Page commenced employment with the Bank in September 2024; as a result salary and annual bonus will start reporting in the 2026 Annual Report.
4. As Chair of the Board Robert Sharpe is not eligible for standard benefits offered to other colleagues, the Chair is reimbursed expenses which included occasionally use of an executive car service for travelling to attend Board or other events.
5. Dorita Gilinski and Jamie Gilinski Bacal were appointed to the Board on 26 September 2022 and 2 September 2024 respectively, and both have decided against receiving a fee. Cristina Alba Ochoa was appointed as a shareholder-
nominated Non-executive Director on 15 October 2024 and has elected not to receive a fee.
6. The fees for Paul Thandi increased year-on-year due to an underpayment from 2024 that has been corrected through the 2025 payroll.
7. The increase in annual bonus is driven by the 2025 performance against the scorecard and the implementation of the new Directors’ Remuneration Policy in 2025.
82
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Remuneration for colleagues below Board level continued
CEO to colleague pay ratio disclosure
Year
Calculation
methodology
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
CEO
salary
25th
percentile
salary
Median
salary
75th
percentile
salary
CEO total
pay
25th
percentile
total pay
Median
total pay
75th
percentile
total pay
2025 A 77:1 57:1 35:1 £938,900 £30,500 £39,900 £63,000 £2,665,700 £34,600 £46,900 £76,300
2024 A 36:1 27:1 17:1 £925,000 £29,400 £37,800 £59,600 £1,154,200 £32,200 £42,900 £67,400
2023 A 30:1 21:1 13:1 £769,600 £25,400 £34,300 £58,200 £834,500 £27,600 £38,800 £66,100
2022 A 49:1 35:1 19:1 £762,200 £23,900 £32,600 £56,500 £1,276,200 £26,300 £36,900 £65,900
2021 A 55:1 40:1 22:1 £740,000 £23,000 £30,400 £55,000 £1,430,100 £25,800 £36,100 £64,700
2020 A 55:1 40:1 23:1 £714,800 £21,100 £27,400 £47,000 £1,297,000 £23,800 £32,200 £57,000
2019 A 36:1 27:1 16:1 £750,000 £20,700 £26,700 £43,400 £828,600 £22,900 £30,300 £51,200
Notes:
Salary and total pay figures have been rounded to the nearest £100.
We have not diverged from the single total figure methodology when calculating employee pay and benefits.
The respective quartiles were calculated using the Option A methodology which the Committee considers the most straightforward approach. Colleagues are included in the 2025 data
set if employed as at 31 December 2025. Three colleagues were identified whose full-time equivalent total remuneration places them at the 25th, 50th and 75th percentiles. Colleague
total remuneration includes salary, allowances, employer pension contributions, Bank-funded health and risk benefits and incentives in respect of the relevant performance year. We are
confident that the colleagues identified at the lower, median and upper quartiles are remunerated in line with our wider policies on colleague pay, reward and progression.
There has been an increase in the pay ratio between 2024 and 2025. The reasons for this are the 2023 LTIP vesting for the CEO and the increased bonus opportunity, approved in the
2025 AGM. A full breakdown of performance against the LTIP measures can be found on page 91.
The Committee is satisfied that the individuals identified within each relevant percentile appropriately reflect the employee pay profiles at those quartiles and that the overall picture
presented by the ratios is consistent with our approach to colleague remuneration.
It is important to note that a high proportion of the CEO remuneration is based on performance against the short and long-term incentive plans, and that payouts can significantly change
year-on-year, significantly affecting the ratio going forward.
83
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration
This section sets out how the existing Remuneration Policy for our Executive and Non-Executive Directors was implemented during the financial year ending 31 December 2025.
Single total figure of remuneration – Executive Directors (audited)
Annual remuneration (£)
The following sets out the remuneration for the individuals who served as Executive Directors in the year. Daniel Frumkin was the highest paid director in 2025.
Daniel Frumkin Marc Page
2025 2024 2025 2024
1
Salary £938,875 £925,000 £507,500 £166,667
Taxable benefits
2
£1,594 £1,250 £292 £0
Pension benefits
3
£75,110 £74,000 £53,933 £13,333
Other
4
£2,339 £905 £947 £335
Total fixed remuneration £1,017,918 £1,001,156 £562,672 £180,335
Annual bonus
5
£1,177,449 £153,003 £636,459 £23,014
Long-term incentive
6
£470,382 £0 n/a n/a
Buyout
7
n/a n/a n/a £338,000
Total variable remuneration £1,647,831 £153,003 £636,459 £361,014
Total remuneration
1
£2,665,749 £1,154,159 £1,199,131 £541,349
1. Fixed remuneration shown above for Marc Page in relation to 2024 includes fixed remuneration paid from 2 September (date he joined the Bank) until 12 November 2024 (day before appointment to the Board).
2. Taxable benefits include the cost of private medical cover (which for Daniel Frumkin was £1,134 in 2025 and £845 in 2024 respectively). Since January 2023, the Chief Executive occasionally uses an executive car service for travelling and
family members may travel to attend Board or other events. If a tax liability arises on these, including for any incidental personal use, the Bank may pay for this. The 2025 and 2024 benefits figures for Daniel Frumkin include car service
costs and taxable expenses of £461 and £406 respectively. A forecast UK tax gross up of £377 will paid by the Bank following the end of the 2025-26 tax year: this latter amount (the forecast tax gross up) is not included in the table above
under the 2025 benefits column.
3. Pension benefits is the amount of cash in lieu of participating in a pension plan of 8% for the Executive Directors.
4. Other includes life assurance cover premium.
5. 2025 annual bonuses were delivered in a combination of cash, retained and deferred shares, aligned to the revised Regulatory requirements, of which 40% for the first £660k, and 60% on any amounts above, pro-rata over Year 1 to
Year 4 have been deferred, with a minimum of 50% of variable remuneration in share instruments.
6. The long-term incentive award that was granted in 2023 that had performance periods ending in financial year 2025. Details of the vesting value is shown in the commentary on page 87.
7. As part of his hiring agreement, Marc Page was eligible to receive a buyout of £128,000 to compensate for deferred variable remuneration forfeited when Marc Page decided to leave his previous employer and join Metro Bank. The
buyout was delivered in a combination of deferred shares and cash. On 18 December 2024, Marc was granted awards over 106,485 shares under the Deferred Variable Reward Plan. The total value of shares at grant was £94,080. Marc
received a £33,920 as a deferred cash award (“Deferred Cash Award”), which vests in four equal annual instalments i.e. over four years from the date of grant (18 December 2024). In addition Marc received a lost opportunity award of
£210,000 which was delivered in a combination of cash, retained shares and deferred shares Marc was granted awards over 166,383 shares with a value of £147,000 and in addition received a cash award of £63,000.
84
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Details of the single figure salary (audited)
Salary as at
1 January 2025
Salary as at
1 April 2025
Total salary
paid in
2025
Daniel Frumkin £925,000 £943,500 £938,875
Marc Page £500,000 £510,000 £507,500
2025 variable remuneration outcomes (audited)
How annual bonus is determined
For Executive Directors, annual bonus is determined by an assessment of the balanced scorecard outcome which will normally determine all or at least 80% of the bonus outcome.
For the 2025 performance year, the balanced scorecard outcome has determined all of the bonus outcome awarded to the Executive Directors.
The Committee has discretion to adjust the annual bonus outcome if it is not aligned with underlying financial performance, the current and future risks and the wider stakeholder experience.
For 2025 no adjustment has been made to the balanced scorecard outcome.
Understanding the annual bonus corporate balanced scorecard and calculation of the Company performance adjustment
2025 annual bonus was based on a balanced scorecard of performance measures and objectives, weighted between financial (60%), risk and regulatory (20%), customer (10%) and
people and communities (10%).
The table below illustrates performance against each of the balanced scorecard measures. The same scorecard is used for all colleagues across the Bank.
Performance measure Weighting Target/objective
Actual
performance
outcome
Adjustment
factor
Weighted
performance
outcome
Total financial measures 60.0% 64%
Underlying profit 40.0% £85m £98m 110% 44%
Return on Tangible Equity 5.0% 6.2% 6.4% 100% 5%
Net interest margin 5.0% 2.98% 2.98% 100% 5%
Underlying operating expenses 10.0% £470m £470m 100% 10%
Total non-financial 40.0% 28.9%
Risk and regulatory
1
20.0% Includes relationship with regulators and breaches of risk appetite metrics 17%
Customer 10.0% Includes net promoter scores and good customer outcomes 5%
People 10.0% Includes colleague engagement and diversity in leadership 6.9%
Overall balanced scorecard 100.0% 92.9%
1. Captures risk factors not measured elsewhere in the balanced scorecard, to reflect the need to deliver business performance within the Board approved risk appetite constraints.
85
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Commentary on the 2025 balanced scorecard performance
The Bank has performed positively against the stretching 2025 balanced scorecard, delivering a strong financial performance, with increased lending in key target areas of corporate,
commercial and SME lending, and specialist mortgages. This, coupled with the lowest cost of deposits of any UK High Street bank and continued discipline in cost management has
supported the achievement of the Bank’s objectives.
On the non-financial measures and notably the people-related targets, the Bank has made significant progress year-on-year in relation to colleague engagement, creating an environment
where colleagues can grow, thrive and be their true authentic selves. The Bank continued to focus on the risk and regulatory measures and continued to minimise breaches of its risk
appetite measures. For customer-related measures for 2025, the Bank introduced ‘good customer outcomes’ to the scorecard and performed positively; NPS for ongoing relationships
will be a continued area of focus.
Assessment of individual performance and behaviours
A discretionary adjustment can be applied to annual bonuses for all eligible colleagues, by reference to each colleague’s individual behaviours and performance for the year. For Executive
Directors, the 2025 balanced scorecard determined all of the bonus outcome, and set out below are details of the key achievements.
Key objectives in 2025 Key achievements in 2025
Daniel Frumkin
• Financial
• Customer
• People and communities
• Risk and regulatory
Daniel Frumkin has driven the strategic changes required to achieve sustainable earnings. This has been achieved in an expeditious way whilst ensuring the
Bank operates within risk appetite and budgeted cost base. Financial outturn in 2025 has been outstanding with profit exceeding plan and RoTE achieving 6% –
an outcome which required over-delivery on key growth and business objectives whilst consistently navigating around the macroeconomic obstacles faced by
the Bank during the year.
Despite the cost-cutting initiatives introduced in 2024, the culture of the Bank has been maintained, and staff surveys have remained positive and forward
looking. Daniel has overseen the building of the relationship with Infosys which has grown considerably stronger over the course of the year. Daniel maintains
a good and open relationship with both regulators and that has significantly helped the Bank demonstrate an improving control environment with sustainable
capital/earnings. His relationship with the Board and the Bank’s major shareholders is again open, transparent, helpful and collegial.
Overall, the one thing that stands out for Daniel in 2025 is the speed of change in key areas he has been able to manage. This demonstrates the impact of his
leadership of a talented Executive team and senior leadership team and his ability to get things done quickly and effectively. The Bank still suffers from some
historical control issues, but these are recognised, and solutions have been identified and implemented. The year 2025 will be seen as a true turnaround year
for the Bank and Daniel should be very proud of the pivotal role he has played in achieving this.
Marc Page
• Financial
• Customer
• People and communities
• Risk and regulatory
Marc Page delivered a strong performance during a period of significant growth for the Bank, +16% revenue growth YoY and +800% PBT. He provided clear
financial leadership, driving meaningful cost discipline across the Bank, delivering -7% cost reduction YoY. Under his stewardship, the finance function supported
the execution of the Group’s strategic priorities while maintaining a robust control environment and improving financial transparency. Marc
played a central role in
sustaining financial resilience, effectively balancing investment in growth with prudent management of the cost base and liquidity position.
86
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Finalising the 2025 variable remuneration levels for Executive Directors (audited)
Annual bonuses
In recognition of the corporate balanced scorecard outcome, the Committee determined that the following bonus would be payable in respect of 2025 performance.
Executive Director
Salary for
annual bonus
Corporate
scorecard
outcome
Outcome after
any discretionary
adjustment
Maximum
opportunity
(as % of salary) Annual bonus
1
Daniel Frumkin £938,875 92.9% 92.9% 150% £1,177,449
Marc Page £507,500 92.9% 92.9% 150% £636,459
1. Annual bonus payments are modified to reflect the budget availability within the relevant pool based on an ‘On Target’“ performance, the modifier for the 2025 performance year was 89.99%.
Long-term incentive awards
For the 2024 performance year, granted in 2025, following shareholder approval of the Shareholder Value Alignment Plan (SVAP), a grant under the new SVAP was made to the CEO of
2.5% and CFO of 0.5% of the overall 5% Participant Value Pool. Full details of the Plan can be found in the 2024 Annual Report and Accounts (page 91).
The Participant Allocation is based on the individual’s share of the Participant Value Pool which will be calculated as 5% of the growth in value of the Company. Awards will be in the form
of a share instrument which provides the right to nil cost options to the value of the Participant Allocation determined at each Test.
The plan incentivises growth over the five-year period to 31 December 2029 and there will be three testing dates when value can be realised in the Participant Value Pool. The baseline
Company value from which growth is measured will be the market value equivalent to a share price of 80p and growth will be calculated based on total shareholder return, i.e. adjusted
for dividends declared, and other capital events during the period. If an Executive Director participates in the SVAP, they would not be considered for LTIP awards on an annual basis for
the current policy period. Having set the CFO’s initial allocation at 0.5% recognising that he had only just joined the Bank, following the Bank’s strong performance in 2025, the Committee
approved a further 0.5% award to the CFO increasing his total allocation to 1% of the pool.
More detail on the indicative vesting value of the 2023 LTIP award
Daniel Frumkin’s 2023 LTIP award has a 56% performance vesting outcome (see pages 94 to 95 for more detail). Based on a share price average of £1.134 for three months to 31
December 2025, the indicative value of the 2023 LTIP is £470,382 as shown in the single figure of total remuneration.
The Committee confirmed that the 56% vesting level was consistent with the business performance achieved over the three-year period.
The values in next year’s Annual Report and Financial Statements will be restated to reflect the actual share price at the point of vesting.
Award 2023 LTIP
Value at award (£) £769,600
Percentage of award lapsing 44%
Value of award lapsing £369,586
Adjusted value of award n/a
Share price growth 9%
Current indicative value £470,382
Share price at grant £1.039
Three-month share price to 31 December 2025 £1.134
87
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Directors’ Remuneration Report
Relative importance of spend on pay
The table below shows total remuneration of all colleagues for 2025 compared to 2024.
2025
£’million
2024
£’million % change
Employee costs 162.2 174.0 (6.8%)
The costs above are wages and salaries, and exclude social security, pension costs,
equity-settled share-based payments and costs capitalised or offset against the Credits
and Investments grant. The year-on-year decrease reflects the continued focus on cost
discipline and process efficiency that continues to remain a priority for the Bank.
We did not make any distributions by way of dividend or share buy-back during the
year, or any other significant distributions. We therefore consider that at this time there
is no information or data which would assist shareholders in understanding the relative
importance of spend on pay.
Total shareholder return
The chart below shows our total shareholder return relative to the FTSE 250 and the
FTSE 350 banks (which is the capitalisation-weighted index of all bank stocks in the FTSE
100 and FTSE 250) since our listing on the London Stock Exchange in March 2016. These
indices have been chosen as they represent a cross-section of UK companies and banks.
CEO historic remuneration
Chief Executive Officer Financial year
Single figure of total
remuneration
(£’000)
Annual bonus
as a % of maximum
LTIP vesting
as a % of maximum
Daniel Frumkin 2025 £2,665,749 83.6% 56%
2024 £1,154,159 16.5% n/a
2023 £834,507 – n/a
2022 £1,276,161 59% n/a
2021 £1,430,076 85% n/a
2020 £1,297,176 35.7% n/a
Craig Donaldson 2019 £828,565 – n/a
2018 £800,944 – n/a
2017 £1,518,893 62% n/a
2016 £1,304,919 52% n/a
Payments to past Directors and payments for loss of office (audited)
No further payments were made to past Directors or for loss of office in 2025 that were
not already disclosed in the 2024 Directors’ Remuneration Report.
Executive Director terms of employment and entitlement to fees
from external positions
The Executive Directors are employed under service contracts with an indefinite term.
Executive Director Notice period Date of service contract Date of appointment
Daniel Frumkin 12 months 18 February 2020 1 January 2020
Marc Page 12 months 2 September 2024 12 November 2024
Executive Directors are entitled to receive fees from external appointments. Daniel Frumkin
and Marc Page did not hold any external appointments at other listed companies for the
last reported financial year.
400
350
300
250
200
150
100
50
0
Mar 2016 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024 Dec 2025
Total shareholder return (%)
Metro Bank FTSE 250 FTSE Banks
88
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Dilution limits
The respective rules of the Metro Bank Holdings DVRP, LTIP and SVAP contain limits on the
dilution of capital. These limits are monitored to ensure that we do not exceed 5% or 10%
(where applicable) of the issued share capital in any rolling ten year period.
Shareholding levels (audited)
Directors’ shareholding
These are the total shareholdings as at 31 December 2025 for each Director and any
related connected persons.
Director No. of shares
1
Percentage of
share capital %
Robert Sharpe 100,000 0.01
Daniel Frumkin 8,183,333 1.22
Marc Page 649,818 0.10
Catherine Brown 100 –
Paul Coby 22,480 –
Dorita Gilinski – –
Jaime Gilinski Bacal 356,223,914 52.91
Cristina Alba Ochoa 218,723 0.03
Paul Thandi 30,000 –
Michael Torpey 20,000 –
Nicholas Winsor 350,000 0.05
Notes:
1. This table includes vested shares where the Director has beneficial ownership, shares independently acquired
in the market and those held by a spouse or civil partner or dependent child under the age of 18 years.
2 For Robert Sharpe there was a slight reduction of 99 shares on 23 January 2026 from an automatically generated
sale of shares to settle share account management fees. On 19 March 2026, Robert purchased 17,599 shares.
3. For Marc Page there was a slight reduction of 182 shares in 2025, which was an automatically generated sale of
shares to settle share account management fees. On 4 March 2026, he acquired an aggregate number of 200,182
shares of which 101,146 were for Marc Page and the remaining 99,036 for Persons Closely Associated as outlined
in the PDMR notification.
4. Jaime Gilinski Bacal’s interest includes his holding through his Spaldy Investments Limited vehicle.
On 23 December 2025 Jaime Gilinski Bacal purchased shares to be held in the name of Spaldy Investments Ltd.
On 5 March 2026 a further 534,703 were purchased also to be held in the name of Spaldy Investments Ltd.
5. On 24 March 2026, Paul Coby acquired 17,350 shares.
Shareholding guidelines
Executive Directors are required to build up a holding of shares equivalent to 200% of their
annual salary. Executive Directors normally have five years from their appointment to build-
up their shareholding requirement.
Executive Directors are required to retain 100% of their shareholding requirement
(or actual shareholding, if lower) for two years post-cessation of employment.
Salary (as at 31
December 2025)
Requirement
as a % of
salary
Wholly
owned shares Value
1
Shareholding
requirement
met?
Daniel Frumkin £943,500 200% 8,183,333 £9,083,500 Yes
Marc Page
2
£510,000 200% 649,818 £721,298 No
1. Value of beneficial shareholding based on average share price during 2025 of £1.11. The value includes vested
shares which remain subject to a retention period.
2. Marc Page joined Metro Bank as Chief Financial Officer on 2 September 2024 and was appointed to the Board on
12 November 2024. Shareholding requirements are normally expected to be built up over a period of five years
commencing from the date of appointment as an Executive Director (or, if later from the date of any changes to
the terms of the shareholding requirements).
89
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Outstanding share awards (audited)
The tables below show for each Executive Director any outstanding share awards as at 31 December 2025 (or if earlier from the date they stepped down from the Board).
Daniel Frumkin
Share Plan Name
Shares
under award
Award
date
Exercise
price
Face value
of award
First
vesting date
Last
vesting date
Shares
vested
Shares
lapsed
Shares still
subject to
conditions
Exercised
in year
DVRP 2023 – deferred shares 86,814 31/03/2023 £0.00 £90,200 31/03/2026 31/03/2030 – – 86,814 –
DVRP 2023 – retained shares 347,256 31/03/2023 £0.00 £360,800 31/03/2023 31/03/2023 347,256 – – –
DVRP 2022 – deferred shares 91,153 31/03/2022 £0.00 £81,400 31/03/2025 31/03/2029 18,230 – 72,923 –
DVRP 2022 – retained shares 613,214 31/03/2022 £0.00 £547,600 31/03/2022 31/03/2022 613,214 – – –
DVRP 2021 – deferred shares 477,821 01/06/2021 £0.00 £523,214 01/06/2024 01/06/2028 191,128 – 286,693 –
LTIP 2023 740,712 31/03/2023 £0.00 £769,600 31/03/2026 31/03/2030 – – 740,712 –
LTIP 2022 828,667 31/03/2022 £0.00 £740,000 31/03/2025 31/03/2029 – 828,667 – –
LTIP 2021 675,799 01/06/2021 £0.00 £740,000 01/06/2025 01/06/2028 – 675,799 – –
CSOP 2020 – hiring agreement 100,000 31/03/2020 £0.93 £93,000 30/04/2023 30/04/2027 59,999 – 40,001 –
Tota l 3,961,436 1,229,827 1,504,466 1,227,143 –
Marc Page
Share Plan Name
Shares
under award
Award
date
Exercise
price
Face value
of award
First
vesting date
Last
vesting date
Shares
vested
Shares
lapsed
Shares still
subject to
conditions
Exercised
in year
DVRP – hiring agreement (loss of opportunity) 71,307 18/12/24 £0.00 £63,000 18/12/24 18/12/24 71,307 – – –
DVRP – hiring agreement (buyout) 106,485 18/12/24 £0.00 £94,080 18/12/25 18/12/28 32,371 – 74,114 –
DVRP – hiring agreement (loss of opportunity) 95,076 18/12/24 £0.00 £84,000 18/12/25 18/12/29 19,015 – 76,061 –
272,868 122,693 – 150,175 –
A grant under the SVAP was made to the CEO of 2.5% and CFO of 0.5% of the overall 5% Participant Value Pool. Full details of the Plan can be found in the 2024 Annual Report and
Accounts (pages 94 to 95). The Participant Allocation is based on the individual’s share of the Participant Value Pool which will be calculated as 5% of the growth in value of the Company.
Awards will be in the form of a share instrument which provides the right to nil cost options to the value of the Participant Allocation determined at each Test, with the first Test based on
the value created as at 31 December 2027.
Notes
1. All awards granted prior to May 2023 were initially granted over shares in Metro Bank PLC. On the establishment of the holding company, these shares were rolled over into the same number of shares in the new parent company,
Metro Bank Holdings PLC.
2. 100% of salary was awarded under the 2021 LTIP, 2022 LTIP and 2023 LTIP respectively as nominal cost options that are subject to performance conditions (see table below). The 2021 and 2022 LTIPs did not meet the performance
conditions and lapsed in 2025. Awards of nominal cost options under the DVRP and Company Share Option Plan (CSOP) are not subject to performance conditions.
3. The number of share options under award was determined using the relevant closing price prior to the grant date. For Daniel Frumkin’s awards in 2021, 2022 and 2023, the prices were 109.5p, 89.3p and 103.90p respectively.
For the awards made to Marc Page in 2024, the award price was 88.4p.
4. Options under the CSOP have an exercise price that is equal to market value at the date of grant.
5. No dividends or dividend equivalents are payable on any share options or on any unvested share awards held.
90
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
LTIP performance conditions and targets
Performance conditions and targets together with corresponding weightings for LTIP awards. Unless otherwise stated, performance is measured over the relevant three-year
performance period. The threshold for LTIP vesting is set at 25% of the award with maximum vesting at 100% of the award and straight-line vesting between threshold and maximum.
The 2023 LTIP vested on 31 March 2026; vesting was based on performance against a relative TSR measure, with a performance period from 1 January 2023 to 31 December 2025 and
other financial/non-financial performance, as set out below:
The Committee agreed that the level of vesting for the 2023 LTIP of 56% was a reasonable outcome against the associated performance measures, having reviewed Metro Bank’s wider
performance and the share price performance over the respective three-year period.
Target Performance vesting
Measure Weighting Threshold Maximum Achievement Percentage vesting
2023 LTIP (granted on 31 March 2023)
Total shareholder return relative to the FTSE 250 (excluding investment trusts) 40% Median against peers Upper quartile or above 23.4% 12%
Statutory return on tangible equity for FY 2025 40% 5% 8% 6.4% 24%
Risk and regulatory 20% See notes below 20%
Tota l 56%
Notes
1. Under the risk and regulatory measure, the Committee determine the extent to which 20% of the award vests by reference to a discretionary assessment of risk management over the performance period based on qualitative and
quantitative inputs against a number of risk factors. For the 2023 LTIP the Committee concluded that overall, there was an improving risk performance with key improvements seen in a reduction in the level one breaches, a strengthened
capital position, successful management actions on fraud, capital and customer actions and fraud prevention capabilities uplifted resulting in a significant reduction in fraud losses.
91
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Approach to risk adjustment including application of malus and clawback
Individual remuneration is aligned with the Bank’s long-term interests and the timeframe over which financial risks crystallise. For relevant colleagues including Executive Directors, a
proportion of variable remuneration is delivered in the form of awards that are deferred for a sufficient period during which risk adjustments can be applied. In addition, performance
adjustment is made through the reduction in the value of any deferred variable remuneration award through non-vesting due to performance considerations and share price movement
over the deferral period.
The Committee may decide at any time prior to the third anniversary of the date on which an award vests, or if later and required by applicable laws up to the seventh anniversary of the
grant date (or within 10 years of the grant date where an investigation is under way for senior manager function roles) that the individual to whom the award was granted shall be subject
to malus and clawback. The circumstance where malus and clawback may apply (as well as ‘in-year adjustment’) is summarised in the following table.
Criteria includes Application
Individual level Deemed to have: (i) caused in full or in part a significant loss for or reputational damage to Metro
Bank as a result of reckless, negligent or wilful actions, or (ii) exhibited inappropriate behaviours
or conduct, or (iii) applied a lack of appropriate supervision and due diligence.
The individual failed to meet appropriate standards of fitness and propriety.
In-year adjustment, malus and clawback may be applied to all or part
of an award at the Committee’s discretion.
Business unit and/or Group level Material restatement of the Metro Bank’s financials.
Material downturn in performance.
Significant failure in risk management.
Discovery of endemic problems in financial reporting.
Entering involuntary administration or insolvency process.
Financial losses, due to a material breach of regulatory guidelines.
The exercise of regulatory or government action to recapitalise Metro Bank following material
financial losses.
In-year adjustment, malus and clawback may be applied to all or part
of an award at the Committee’s discretion.
Cash bonus and unvested share awards may be delayed or reduced before they are paid/before they vest (through malus) or may be subject to clawback on or after payment should the
Committee conclude that an adjustment needs to be made.
The Malus and Clawback provision has not been utilised within the last reporting period.
92
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Implementation of Remuneration Policy for Executive Directors in 2026
Overview and policy development
The Directors’ Remuneration Policy (the ‘Policy’) for our Directors was approved by shareholders at the AGM on 20 May 2025 and took effect from that date, in accordance with section
439A of the Companies Act 2006.
It is intended that approval of the Policy will be sought at three-year intervals, unless amendments to the Policy are required, in which case further shareholder approval will be sought; no
changes are proposed for 2026. A copy of the Policy can be found on pages 90 – 102 in the 2024 Annual Report and Financial Statements or on our website. The Committee will consider
annually how the Policy is operated to ensure it remains aligned with the business strategy and regulatory requirements.
Application of the Policy in 2026
The key elements of Executive Directors’ remuneration for 2026 include salary, pension, benefits, and annual bonus. The Committee reviews the salaries of the Executive Directors on an
annual basis, after considering any changes to the scope or responsibility of the role, the individual’s development in the role, alignment with market-competitive levels, and consideration
of the average salary increases made across the Bank. Pension may be delivered as a contribution to a defined contribution plan and/or as a cash allowance. A summary of the policy and
its implementation in 2026 is set out on the next page.
93
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Element of remuneration Key features Application in 2026
Salary Salaries for Executive Directors are reviewed annually by the People and Remuneration Committee (the ‘Committee’) with any
increase usually taking effect from 1 April. When determining salary levels, the Committee considers factors including:
• relevant external market data and alignment to market-competitive levels
• scope and size of role
• individual’s skills, expertise and experience and ability to grow with the role and organisation
• salary increases across the Bank
• economic factors, e.g. inflation and affordability.
Following a review by the Committee the
following salaries will apply from April 2026
No further increases of salary are scheduled
until April 2027
Daniel Frumkin – £1,050,000 – 11.3% increase
Marc Page – £523,300 – 3% increase
Benefits The Executive Directors receive executive benefits including, life assurance and private medical insurance. No change to approach
Pension Executive Directors receive a pension allowance worth 8% of salary, to align rates for the wider workforce.
Paid as a cash allowance and/or contribution to a defined contribution plan.
No change to approach
Annual bonus Determined by an assessment of the balanced scorecard outcome and personal performance.
The balanced scorecard will normally determine all or at least 80% of the bonus outcome with the remainder based on
achievement against individual performance objectives.
The Committee has discretion to adjust the annual bonus outcome if it is not aligned with underlying financial performance,
the current and future risks and the wider stakeholder experience.
Minimum and maximum performance levels for each measure are defined in the balanced scorecard.
Awards will, in conjunction with any Long Term Incentive Plan, be structured to meet the regulatory requirements on variable
pay.
Maximum is 150% of salary
Proposed measures are set below in the
subsequent sections
SVAP The participants in the SVAP will share in the growth in the value of the Company.
Awards will be in the form of a share instrument which provides the right to nil cost options to the value of the Participant
Allocation determined at each Test, with vesting in tranches over a seven-year period from grant (i.e. over the period to
April 2032) or such shorter period as permitted by relevant regulatory remuneration guidelines.
Vested awards may be paid as a cash equivalent instead of shares. The Participant Allocation is based on the individual’s share
of the Participant Value Pool which will be calculated as 5% of the growth in value of the Company.
The SVAP incentivises growth over the five-year period to 31 December 2029 and there will be three testing dates, on 31
December 2027, 31 December 2028 and 31 December 2029, when value can be realised in the Participant Value Pool.
The baseline Company value from which growth is measured will be the market value equivalent to a share price of 80p
and growth will be calculated based on total shareholder return, i.e. adjusted for dividends declared, and other capital events
during the period.
There is a minimum growth hurdle such that the market value at each Test must be at least 50% higher than the baseline
value (currently equivalent to a share price of at least £1.20) before participants are eligible to receive their allocation.
There will be no further awards under any other long-term incentive plan for the life of the current approved Directors’
Remuneration Policy.
Having set the CFO’s initial allocation at 0.5%
recognising that he had only just joined the
Bank, following the Bank’s strong performance
in 2025, the Committee approved a further
0.5% award to the CFO increasing his total
allocation to 1% of the overall 5% Participant
Value Pool
94
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
2026 Annual Bonus balanced scorecard measures and weightings
The 2026 scorecard reflects our strategic priorities. The targets are set annually by the Committee, considering the Bank’s annual financial plan, strategy and its priorities for the next few
years within the context of the economic environment. The Committee considers financial and operational targets to be commercially sensitive and that it would be detrimental to the
Bank’s interests to disclose them before the end of the financial year.
Financial measures make up 60% of the scorecard. Social and Governance related measures are assessed by the Committee using a combination of quantitative and qualitative
assessment. The Committee will, prior to reviewing scorecard performance, assess whether specific capital and liquidity gateways have been met and that the payment of annual
variable awards is affordable.
Measure Weighting Measure type Target
Underlying profit 40% Financial Disclosed retrospectively
RoTE 5% Financial Disclosed retrospectively
Net interest margin 5% Financial Disclosed retrospectively
Cost 10% Financial Disclosed retrospectively
Sub-total (financial) 60%
Risk and regulatory 20% ESG Disclosed retrospectively
– Regulatory compliance (qualitative)
– Breaches of red limits for level 1 appetite metrics
Customer including 10% ESG Disclosed retrospectively
– Customer satisfaction score
– Good customer outcomes
People including 10% ESG Disclosed retrospectively
– Colleague engagement
– Diversity in leadership positions
Tota l 100%
95
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Non-Executive Directors’ remuneration
Non-Executive fee levels
Non-Executive Directors are paid an annual fee and additional fees for being Chair or a member of Board committees and, if appropriate, other additional time commitments. During
2025, the Chair of the Board did not receive any additional fees for membership of Board committees. The annual fees remained unchanged during 2025 and are set out below, together
with the relevant annual fees effective from 1 January 2026.
Role
Annual fee as
at 1 January 2026
(£’000)
Annual fee as
at 1 January 2025
(£’000)
Chair of the Board 360.5 350
Fee arrangements for other Non-Executive Directors
Non-Executive Director – basic fee 75 65
Senior Independent Director 30 30
Designated NED for Colleague Engagement 10 17.5
Chair
2026
Member Chair
2025
Member
Audit Committee 15 5 20 5
Nomination Committee n/a 5 n/a 5
People and Remuneration Committee 10 5 15 5
Risk Committee 15 10 25 10
96
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Annual report on remuneration continued
Non-Executive Directors’ fees and taxable benefits (audited)
The table below shows the actual fees paid to the Chair and NEDs.
Fees Taxable Benefits Total
£ 2025 2024 2025 2024 2025 2024
Robert Sharpe
1
350,000 350,000 3,583 6,053 353,583 356,053
Catherine Brown 135,000 135,000 – – 135,000 135,000
Paul Coby 83,327 500 – – 83,327 500
Dorita Gilinski
2
– – – – – –
Jaime Gilinski Bacal – – – – – –
Cristina Alba Ochoa – – – – – –
Paul Thandi 105,000 85,000 5,384 – 110,384 85,000
Michael Torpey
4
95,000 95,000 5,920 3,194 100,920 98,194
Nicholas Winsor 97,500 97,500 – – 97,500 97,500
1. The Chair was reimbursed expenses for travelling to attend Board meetings or other events. If a tax liability arises on these including for any incidental personal use the Bank may pay for this. A forecast UK tax gross up of £2,932 will also
be paid by the Bank following the end of the 2025-26 tax year. This amount (the forecast tax gross up) is not included in the table above.
2. Dorita Gilinski, Jaime Gilinski Bacal and Cristina Alba Ochoa have waived their entitlement to fees.
3. Paul Thandi was reimbursed expenses in respect of his NED duties to attend Board and committee meetings, which are included in the benefits section above. Although these expenses are necessary and reasonable, under HMRC rules
these are deemed taxable in the UK. The Bank therefore paid the tax on the above expenses, which in 2025 amounted to £4,405.
4. Michael Torpey was reimbursed expenses in respect of his NED duties including travelling from overseas to attend Board and committee meetings, which are included in the benefits section above. Although these expenses are necessary
and reasonable, under HMRC rules these are deemed taxable in the UK. The Bank therefore paid the tax on the above expenses, which in 2025 amounted to £4,844.
Non-Executive Directors’ fees and taxable benefits (audited)
Non-Executive Directors are bound by letters of appointment which are available for inspection on request at our registered office. Non-Executive Directors are appointed for fixed
terms not exceeding three years, which may be renewed subject to their re-election by shareholders at AGMs, with three months’ notice. The Chair’s letter of appointment was issued
on 30 October 2023: his appointment may be terminated by either party upon three months’ notice.
Fees for new Non-Executive Directors appointed will be set in accordance with the terms of the approved Remuneration Policy in force at the time of appointment.
97
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Role and focus of the People and Remuneration Committee
The Committee is responsible for recommending to the Board the Remuneration Policy for Executive Directors and senior management, and for setting the remuneration packages for
Executive Directors and senior management including Material Risk Takers.
The table below outlines the activity undertaken by the Committee in its six scheduled meetings in 2025.
Committee activities January February April May October December
Directors’ remuneration
Review of the Directors’ Remuneration Policy and implementation
Review of individual performance, fixed and variable remuneration
Senior management remuneration
Contractual terms, joiners and leavers
Review of individual performance, fixed and variable remuneration
All colleague remuneration
Annual salary review approach
Incentive measures, targets and outcomes. scorecard review
Reward policies and rules review
Share plans, pension and benefits
Other
Risk review/input and risk adjustment related activity
Non-Executive Director expenses approach/fees
Reward governance
Review regulatory, investor and market developments
Remuneration disclosures (such as DRR and gender pay gap) and regulatory policy statement
Review investor feedback
Terms of reference, Committee evaluation, advisors
In addition, the Committee met in January and February 2026 to consider (and, where appropriate, approve):
• the draft Directors’ Remuneration Report
• Executive remuneration approach (Excluding Executive Directors)
• salary and fixed remuneration for Executive Directors and other management
• the extent to which any 2025 annual bonus performance measures had been satisfied, accompanied by the Chief Risk Officers Report and risk-adjustment process
• the extent to which 2023 LTIP performance measures had been satisfied.
Annual report on remuneration continued
98
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Shareholder voting and consideration of shareholder views
At the Annual General Meeting on 20 May 2025, shareholders approved both the Directors’ Remuneration Report published in the 2025 Metro Bank Annual Report and Financial
Statements and a new Directors’ Remuneration Policy, both receiving strong votes in favour. Details of recent shareholder votes on remuneration are shown below.
Item For no. For % Against no. Against % Votes withheld
Metro Bank Holdings PLC Directors’ Remuneration Report – May 2025 559,325,088 99.95 265,817 0.05 31,910
Metro Bank Holdings PLC Directors’ Remuneration Policy – May 2025 524,506,788 93.73 35,082,812 6.27 31,783
Metro Bank Holdings PLC Share Value Alignment Plan 495,786,658 88.60 63,808,295 11.40 27,862
The Committee greatly values the continued dialogue with our shareholders and the engagement with shareholders and representative bodies to take their views into account when
setting and implementing our remuneration policies. The Directors have regular open discussions with investors and are available for feedback on remuneration matters.
We undertook engagement with shareholders as part of the development of the Remuneration Policy in 2025. We are grateful for the feedback and input received during this time.
Statement of consideration of shareholder views
The Committee welcomes shareholders’ views on executive remuneration and seeks to maintain an active and open dialogue with investors regarding any changes to the Bank’s
executive remuneration arrangements. The Directors have regular open discussions with investors and are available for feedback on reward matters. The Committee takes very seriously
the view of shareholders when making any changes to executive remuneration and will continue to acknowledge any feedback in reviewing our policy in future.
Consideration of employment conditions elsewhere in the Bank
We offer a simple approach to reward for all colleagues which supports our unique culture and strategy as well as being aligned to shareholder needs. Our remuneration approach is
consistent for all colleagues including our Executive Directors. The focus is on simplicity, rewarding the right behaviours and outcomes for customers and the business, focusing on
long-term growth and discouraging unnecessary risk taking. During the year, the Committee received updates on overall pay and conditions for colleagues across the Bank. In 2025, such
updates were considered when setting pay for Directors. The salary for Executive Directors is limited by reference to colleague pay, and ahead of our annual reward review process, the
Committee reviews the quantum to be made available for salary increases, annual bonus awards and other incentives. Colleagues can express their views on pay through regular surveys
and feedback, as well as through our DNED.
Workforce engagement
The Bank runs annual employee engagement surveys, as well as more regular ‘pulse’ surveys which provide colleagues with the opportunity to give feedback and express their views on a
variety of topics including their own remuneration, working environment and workforce policies and practices. Any comments relating to Executive Directors’ remuneration are fed back
to the Committee and/or the Board. Nick Winsor, as the DNED, attends the Committee periodically, presenting to the Committee on his engagement with the Bank’s colleagues once per
annum. People diversity in all its forms is a core element of our talent strategy and succession planning.
Annual report on remuneration continued
99
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Directors’ report
The Directors have the pleasure of
presenting the Bank’s Annual Report and
Accounts for the year ended 31 December
2025. As set out fully in the summary of
material accounting policies within note 1
to the financial statements, this report for
the consolidated Group has been prepared
in accordance with IFRS and includes the
Governance Report set out on pages 47
to 103.
The Directors consider the Annual
Report and Accounts for the year ended
31 December 2025, taken as a whole, is fair,
balanced and understandable, and provides
the information necessary for shareholders
to assess the Group’s position and
performance, business model and strategy.
Principal activities
Our principal activities during 2025 were
the provision of banking and related
services. We are a deposit-taking and
lending institution with a focus on SME and
commercial sectors, offering consistent fair
pricing and excellent customer service. We
are authorised to accept deposits under
the Financial Services and Markets Act
2000, have a Consumer Credit Act licence
and are members of the Financial Services
Compensation Scheme.
Results and dividend
The results for the year are set out in the
consolidated statement of comprehensive
income on page 148.
No dividend was declared or paid during
2025 (2024: £nil). The Directors do not
anticipate declaring a dividend in the
near future.
Articles of Association
The Articles of Association can be found on
our website at: metrobankonline.co.uk.
Share capital
As at 31 December 2025, our issued
share capital was £673.29 comprising
673,292,488 ordinary shares of 0.0001p
each. Further details of our called-up share
capital, together with details of shares
allotted and/or redeemed during the
year, are shown in note 26 to the financial
statements on page 174.
There are no restrictions on the transfer of
our share capital and there are no shares
or stock which carry specific rights with
regard to control of the Group.
Holders of ordinary shares are entitled
to receive dividends when declared, to
receive the Group’s Annual Report, to
attend and speak at general meetings of
the Company, to appoint proxies and to
exercise voting rights.
2026 Annual General Meeting
More information will be published in the
Notice of Meeting.
Directors
Details of the Directors who served during
the year and continue to serve at the date
of approval of the Directors’ report are set
out on pages 51 to 53.
Directors are appointed and replaced in
accordance with the Company’s Articles, the
Companies Act 2006 and the UK Corporate
Governance Code. The powers of the
Directors are set out in the Company’s
Articles and the Companies Act 2006.
Directors’ interests
Details of the Directors’ beneficial interests
are set out in the Annual Report on
Remuneration on page 89.
Directors’ indemnities and Directors’
and Officers’ liability insurance
Details regarding deeds of indemnity and
Directors’ and Officers’ liability insurance
are set out in the Corporate Governance
report on page 63.
Provisions on change of control
The Company’s existing share plans
contain provisions relating to a change of
control. Outstanding options and awards
may vest and become exercisable on a
change of control subject to the People
and Remuneration Committee’s discretion.
As at 31 December 2025, save in respect
of provisions of the Company’s share
plans, there are no other agreements
between the Company and its Directors
or colleagues providing for compensation
for loss of office or employment that
occur following a takeover. Certain of the
Company’s third-party supplier agreements
may become terminable upon a change of
control of the Company.
Directors who served on the Board during the year ended 31 December 2025
and up to the date of this report
Appointment date Resignation date
Robert Sharpe (Chair) 1 November 2020 —
Daniel Frumkin (CEO) 1 January 2020 —
Marc Page (CFO) 12 November 2024 —
Catherine Brown (Senior Independent Director) 1 October 2018 —
Catherine Doran (Independent Non-Executive Director) 1 January 2026 —
Cristina Alba Ochoa
(Shareholder Nominated Non-Executive Director) 15 October 2024 —
Dorita Gilinski
(Shareholder Nominated Non-Executive Director) 26 September 2022 —
Jaime Gilinski Bacal
(Shareholder Nominated Non-Executive Director) 2 September 2024 —
Michael Torpey (Independent Non-Executive Director) 1 September 2019 —
Nicholas Winsor (Independent Non-Executive Director) 20 April 2020 31 May 2026
Paul Coby (Independent Non-Executive Director) 30 December 2024 —
Paul Thandi (Independent Non-Executive Director) 1 January 2019 —
100
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Directors’ report continued
Major interests in shares
Information provided to the Group by
substantial shareholders pursuant to the
Disclosure Guidance and Transparency
Rules (DTR) is published via a Regulatory
Information Service.
As at 24 March 2026, being the last
practical date before publication of this
report, the Group has been notified under
DTR 5 of the interests in its issued share
capital, and these are set out in the table
above. All such shareholders have the right
to vote in all circumstances at general
meetings. The information provided above
was correct at the date of notification;
however, the date received may not have
been within the current financial year. It
should be noted that these holdings are
likely to have changed since the Group
was notified. However, notification of
any change is not required until the next
notifiable threshold is crossed.
Greenhouse gas emissions
Our energy consumption and associated
GHG emissions during 2025 are set out in
the Strategic report on page 38.
Colleague involvement
We encourage colleague involvement in
the Bank. Increasing colleague awareness
of the financial and economic factors that
affect us plays a major role in maintaining
our customer focus. More information
on our colleagues and how we engaged
with them can be found in the Corporate
Governance report on pages 59 and 61.
Engagement with stakeholders
The Board recognises that the long-term
success of the Bank will depend upon the
interests of all our stakeholders and this
view is intrinsic in our decision making.
More information on our stakeholders, how
we engaged with them and how the Board
took them into consideration when making
decisions are set out in the Corporate
Governance report on pages 59 and 60.
Diversity
Our DE&I Policy outlines our commitment
to employment policies which follow best
practice, based on equal opportunities for
all colleagues. We aim for our workforce to
reflect the diverse communities in which
we operate and recognise that diversity
is not only a key part of a responsible
business strategy, but also supports a
strong customer experience. We give full
and fair consideration to all applications
for employment.
Our Board Diversity Policy, which sets out our
commitment to DE&I for the Board can be found
on our website at: metrobankonline.co.uk.
We believe that a diverse Board, appointed
on merit, with a broad range of skills,
backgrounds, knowledge and experience,
is a more effective and responsible Board.
More information on our performance
against our objectives within the policy can
be found in the Nomination Committee
report on page 70.
Disabled employees
We welcome applications from disabled
candidates and assess people fairly,
based on their skills and potential. We
are committed to supporting disabled
applicants and colleagues, exploring and
making reasonable adjustments where
needed, and ensuring fair access to
development, training, and promotional
opportunities so everyone has the
opportunity to thrive.
Modern slavery
We are committed to supporting the
communities in which we operate in order
to enable them to develop both socially
and economically. Our policy is to conduct
all business in an appropriate manner and
we have zero tolerance for modern slavery.
We continue to be committed to acting
professionally and fairly in all our business
dealings and relationships wherever we
operate, including enforcing appropriate
systems and controls to ensure, on a risk
basis, that modern slavery is not taking
place in our business or supply chains.
The initiatives and how we have developed
them during 2025 can be found on page
25. The Chair of the Audit Committee
is appointed as our Modern Slavery
Champion, who with the CEO monitors
ongoing compliance with the Modern
Slavery Policy.
Our Modern Slavery Statement is available at:
metrobankonline.co.uk.
Internal control and risk
management systems
The Directors confirm that they have
undertaken a robust assessment of the
emerging and principal risks facing the
Group. We seek to manage all risks that
arise from our activities. Details of risk
management systems, and details of risk
management objectives and policies, are
shown in the Risk report on pages 104
to 138. Details around the processes in
place in relation to financial reporting can
be found in the Audit Committee report
on pages 64 to 67. As a result of normal
business activities, we are exposed to a
variety of risks. The principal risks and
uncertainties that we face are shown in the
Risk report.
Ordinary
shares held
% of total
ordinary
shares
Direct/
indirect
interest
Spaldy Investments Limited 355,723,914 52.88% Direct
Spruce House Partnership 68,000,000 10.10% Direct
Davis Selected Advisers 9,191,516 5.33% Indirect
101
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Directors’ report continued
Going concern
The financial statements are prepared on
a going concern basis, as the Directors
are satisfied that the Group and Parent
company have the resources to continue in
business for a period of at least 15 months
from the financial statements authorisation
date. Further details can be found in the
Viability statement (details of which can be
found below).
Viability statement
Our Viability statement is set out on
pages 45 to 46.
Hedge accounting
The policy for hedging transactions is
detailed in note 21.
External Auditors
Our External Auditors, PwC, have indicated
their willingness to continue in office and
a resolution seeking to reappoint them will
be proposed at the 2026 AGM.
Controlling Shareholder
Independence
On 9 November 2023, Metro Bank entered
into a Relationship Agreement with Spaldy
Investments Limited (‘Spaldy’) and Jaime
Gilinski Bacal (together, the ‘Controlling
Shareholder’) in relation to the Company’s
obligations under the UK Listing Rules
to put in place an agreement with any
controlling shareholder (as defined for
these purposes in the Listing Rules).
The Relationship Agreement covers
the three independence provisions
mandated by the Listing Rules: (i) that
contracts between Metro Bank and the
Controlling Shareholder and/or any of its
associates will be arm’s length and normal
commercial arrangements, (ii) that neither
the Controlling Shareholder nor any of its
associates will take any action that would
have the effect of preventing the company
from complying with its obligations
under the Listing Rules; and (iii) neither
the Controlling Shareholder nor any of
its associates will propose or procure the
proposal of a shareholder resolution which
is intended or appears to be intended to
circumvent the proper application of the
Listing Rules. The Company has complied
with the independence provisions in the
relationship agreement and as far as the
Company is aware the independence and
procurement provisions in the relationship
agreement have been complied with in the
period by the controlling shareholders.
Political donations
We made no political donations in the year
ending 31 December 2025 (2024: £nil).
Research and development
During the year, we spent £45.4 million on
intangible assets and a further £8.7 million
on research and development costs which
were not capitalised.
Post balance sheet events
Our post balance sheet events are set out
in note 38 to the financial statements.
Future developments
Our business and future plans are set out
in the Strategic report.
Financial instruments and financial risk management
Information relating to financial instruments and financial risk management can be found
on pages 108 to 128 and in note 10 to the financial statements.
Listing Rules disclosures
For the purposes of LR 6.6.1, the information required to be disclosed by LR 6.6.1 can be
found in the following sections of the Annual Report:
Item Location
Detail of long-term
incentive schemes
Annual Report on Remuneration and in note 29 to the
financial statements
Contracts of significance Any contracts of significance or related party transactions can be
found in note 35 to the financial statements
Waived emoluments Annual Report on Remuneration
Corporate Governance Statement
Our Governance report is set out on pages
47 to 103 in accordance with Rule 7.2 of the
DTR and Rule 6.6.6 (5) and (6) of the Listing
Rules and forms part of this Directors’ report.
Exercisability of rights under an
employee share scheme
An Employment Benefit Trust (EBT)
operates in connection with certain of the
Group’s Employee Share Plans (Plans). The
trustees of the EBT may exercise all rights
attached to the shares in accordance
with their fiduciary duties, other than as
specifically restricted in the documents
governing the Plans. The trustees of the
EBTs have informed the Company that their
normal policy is to abstain from voting in
respect of the Metro Bank shares held in
trust. The trustees of the EBT may vote in
respect of Metro Bank shares held in the
EBT, but only as instructed by participants
in those Plans in respect of their vested
shares. The trustees will not otherwise
vote in respect of shares held in trust.
The normal policy of the EBT is to waive its
right to dividends for unvested shares held
in trust.
Statement of Directors’
responsibilities in respect of the
financial statements
The Directors are responsible for preparing
the Annual Report and Accounts and the
financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law, the directors
have prepared the Group and the Company
financial statements in accordance with UK-
adopted international accounting standards.
Under company law, Directors must not
approve the financial statements unless
they are satisfied that they give a true and
fair view of the state of affairs of the group
and company and of the profit or loss of
the group for that period. In preparing the
financial statements, the Directors are
required to:
102
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
• select suitable accounting policies and
then apply them consistently
• state whether applicable UK-adopted
international accounting standards have
been followed, subject to any material
departures disclosed and explained in
the financial statements
• make judgements and accounting
estimates that are reasonable and prudent
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the Group
and Company will continue in business.
The Directors are responsible for
safeguarding the assets of the Group and
Company and hence for taking reasonable
steps for the prevention and detection of
fraud and other irregularities.
The Directors are also responsible for
keeping adequate accounting records
that are sufficient to show and explain the
Group’s and Company’s transactions and
disclose with reasonable accuracy at any
time the financial position of the Group and
Company and enable them to ensure that
the financial statements and the Directors’
Remuneration report comply with the
Companies Act 2006.
The Directors are responsible for the
maintenance and integrity of the Company’s
website. Legislation in the United Kingdom
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual
Report and Accounts, taken as a whole,
is fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Group’s and
Company’s position and performance,
business model and strategy.
Each of the Directors, whose names and
functions are listed in the Governance
report on pages 51 to 53 of the Annual
Report and Accounts 2025 confirm that, to
the best of their knowledge:
• the Group and Company financial
statements, which have been prepared
in accordance with UK-adopted
international accounting standards,
give a true and fair view of the assets,
liabilities and financial position of the
Group and Company, and of the profit
of the Group
• the Strategic report includes a fair review
of the development and performance
of the business and the position of the
Group and Company, together with a
description of the principal risks and
uncertainties that it faces.
In the case of each Director in office at the
date the Directors’ report is approved:
• so far as the Director is aware, there is
no relevant audit information of which
the Group’s and Company’s auditors
are unaware
• they have taken all the steps that they
ought to have taken as a Director in
order to make themselves aware of
any relevant audit information and to
establish that the Group’s and Company’s
auditors are aware of that information.
By Order of the Board.
Clare Gilligan
Company Secretary
15 April 2026
Directors’ report continued
103
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Risk report
105 Risk management framework
106 Risk governance and oversight
108 Financial risks
129 Non-financial risks
Relationship Story – Fortem Financial Management
Fortem, a personal-finance business, has been a Metro Bank
customer since 2017.
“ Metro Bank has a customer-service ethos that perfectly matches
how we work as a business. It was a breath of fresh air to open a
new business account and have a personal contact. The ability
to speak to my Local Business Manager, Mario – by phone or in-
store – is so important to me and the way that I run my business.”
- Kevin White, Director at Fortem
Scan and click to view our case study
on Fortem Financial Management Ltd
online at:
www.metrobankonline.co.uk/
business/customer-stories/a-shared-
culture-of-giving-back/
104
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Risk culture
Managing risk is a key part of our AMAZEING values, which underpin
everything we do. We continually seek to enhance our risk management
framework to ensure we have the right capabilities in place to manage
our risks within appetite and, in turn, deliver our strategic plan.
Our risk culture is shaped by our Executive team and senior leaders,
enabled through operation of the Senior Managers and Certification
Regime and its principles of personal accountability. Risk management
is a key aspect of every colleague’s objectives and is embedded within
our scorecard, against which performance is measured. We work to
create an environment in which colleagues are encouraged and able
to raise concerns and all colleagues are provided with risk training to
ensure they develop and maintain the required levels of competence.
Risk report
Risk management framework
Approach to risk management
Effective risk management is critical to achieving our strategic objectives. It is a key component of
our day-to-day operational activities and is integrated within our strategic change initiatives. Our
established Enterprise Risk Management Framework sets out how we identify, assess, manage and
monitor the risks we face and is supported by a comprehensive suite of risk policies for colleagues
to apply. These help the Bank to fulfil its obligations under the UK Corporate Governance Code:
Risk management process
All of our colleagues are risk managers, in accordance with our ‘Three Lines of Defence’ risk model.
Risk capability is embedded within the first line of defence (business) teams, overseen by our central
Risk and Internal Audit teams in the second and third lines respectively.
1. Identification of the risks we are exposed to at various levels, making use of the Bank’s established
Risk Taxonomy
2. Assessment or measurement of the identified risks using suitable risk management tools
3. Response to the risk exposures, applying and operating appropriate controls to mitigate the risks
to acceptable levels
4. Monitoring and reporting of these risks to ensure they remain within risk appetite.
Board of
Directors
Executive
leadership
committees
Policy framework and
three lines of defence
Culture, capability and process
The Board sets the risk appetite, approves
the risk management frameworks and
ensures an appropriate control environment
is maintained.
The Executive leadership committees
oversee the risk management framework
and policies, and the Bank’s strategy for
managing its risks.
The Bank fosters a strong risk culture enabled
by procedures, standards and training, and
operates a control environment with collective
responsibility for managing risk.
The Bank operates a “Three Lines of
Defence” model for risk management.
Policies are aligned with the Bank’s principal
risks and risk appetite.
Risk culture
Risk strategy
Risk
management
process and
operating
model
Risk appetite
Risk governance
Principal risks
Risk management
framework
Read more
on page 107
Read more
on page 107
Read more
on page 105
Read more
on page 106
105
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Risk report continued
Risk governance and oversight
Risk management framework
First line
Take, own and manage risk
Third line
Validate and assure
Second line
Set risk policy, oversee and monitor
Roles and responsibilities
Risk governance
committees
• conduct business in line with agreed strategy,
risk appetite and limits
• own and manage risks in line with agreed risk
frameworks, policies and standards
• design, implement, and maintain effective
controls to mitigate risks
• undertake self-testing against policies and
standards to verify the effectiveness of controls
• report/escalate to executive management.
• establish and communicate the risk
management framework, governance structure,
policies, methodologies and tools
• facilitate the development of risk appetite and
limits with input from senior management
• advise the first line on risk management
practices and regulatory requirements
• monitor first line adherence to policy and
operation in line with risk appetite via oversight
and independent testing
• report/escalate to executive management and
the Board.
• provide independent assurance on governance,
risk management, and control effectiveness
• assess against regulatory developments and
leading practices
• report to the Board on the effectiveness of the
first and second lines
• evaluate risk culture and tone from the top
as part of assurance activities.
• Executive Committee
• Business Risk Committee.
• Risk Oversight Committee
• Executive Risk Committee
• Other Executive-level risk committees.
• Audit Committee.
106
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Risk report continued
Board
Sets risk appetite and strategy
• sets our strategy, corporate
objectives and risk appetite.
• ensures an adequate framework
is in place for reporting and
managing risk.
• maintains an appropriate
control environment to manage
risk effectively.
• ensures capital, liquidity and
other resources are adequate
to achieve our objectives within
risk appetite.
Risk Oversight Committee (ROC)
Oversees risk governance and management
• recommends risk appetite
statement measures to
the Board.
• reviews risk exposures in
relation to the risk appetite.
• reviews risk frameworks and
policies, and approves or
recommends to the Board
for approval.
• monitors the effectiveness of
risk management processes
and procedures put in place
by management.
Audit Committee
Oversees financial reporting
• reviews our annual and half-
year financial statements and
accounting policies.
• reviews the effectiveness of
the internal audit, audit controls,
whistleblowing and fraud
systems in place.
• advises on the appointment of
external auditors.
• reviews internal and external
audits and controls, monitors the
scope of the annual audit and
the extent of the non-audit work
undertaken by external auditors.
Executive-level committees
Oversee the risk management framework
Executive Risk Committee (ERC)
• endorses the risk appetite for approval by the Board and monitors
performance against risk appetite
• reviews and recommends risk frameworks for approval by ROC (and
Board as appropriate)
• oversees the quality and composition of the credit risk portfolio, and
recommends strategies to adjust the portfolio
• oversees and advises on financial and non-financial risk matters,
including those escalated from oversight committees.
Asset and Liability Committee (ALCO)
• monitors performance against the Board capital/funding plans
• ensures that we meet internal liquidity and capital targets
• agrees pricing decisions to ensure visibility of capital and
liquidity impacts
• monitors interest rate risk.
Credit Approval Committee (CAC)
• approves higher value lending requests.
Impairment Committee (ICOM)
• reviews and approves monthly portfolio-level impairment results.
Risk appetite
We define risk appetite as the aggregate level
and types of risk that we are willing to tolerate
in pursuit of our business objectives. Our risk
appetite is expressed through qualitative
statements that communicate the Board’s
tolerance for risk and provide clarity on the
activities with which the Board is comfortable.
These statements set the boundaries within
which we operate, promoting good customer
outcomes and protecting the Bank from
excessive exposures. They are reviewed at
least annually and supported by quantitative
metrics that inform strategies, targets, policies,
procedures, and controls.
We actively monitor exposure against our
stated risk appetite on an ongoing basis. Key
risk indicators are in place for all principal risks
and these are reported regularly to Executive
and Board committees together with actions
and assessments of the adequacy of responses.
Business areas supplement this monitoring
with additional indicators that remain within the
overall Board-approved limits. Our overall risk
appetite statement is set out below.
Overall risk appetite statement
The Bank has a clear goal: to empower
colleagues and communities with a human
approach to banking, offering a superior level
of service, whilst consistently delivering good
customer outcomes and operating on an
inclusive and socially responsible basis. It strives
to achieve this by creating FANS, digitally and via
its network of stores and AMAZE Direct, creating
sustainable growth for its stakeholders, living by
its AMAZEING values and taking active steps to
reduce any negative impact on the climate and
environment as a whole. We seek to balance
risk and return as articulated in risk appetite
statements which are separately defined for
the Bank’s principal risks, operating controls
and processes and remaining within its impact
tolerances at all times.
107
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks
Financial risk covers several categories of risk
which have the potential to impact the Bank’s
capacity to support its customers and continue
operating in a safe, sustainable and compliant
way. Financial risks include credit risk, capital
risk, liquidity and funding risk and market risk.
Credit risk
Risk definition
The risk of financial loss should our borrowers or counterparties fail to fulfil their
contractual obligations in full and on time.
Risk appetite statement
We have an active appetite for credit risk. Our credit risk appetite reflects our approach
to relationship banking, providing lending capacity to support UK retail and commercial
customers. In line with our continued strategy to expand our corporate and commercial
lending and pivot further towards specialist retail mortgages, our credit risk appetite
reflects the balance of supporting the lending plan and change in lending mix, and
maintaining an acceptable tolerance for losses in the current macroeconomic environment.
To enable us to remain within this tolerance, we control the quality of our credit assets
through quantitative credit limits and a comprehensive credit risk management framework
whilst seeking to limit concentrations in credit exposures.
Exposure and assessment
Our primary source of credit risk is through the loans, limits and advances we make
available to our customers. We have exposures across three key areas: retail mortgages,
consumer lending, and corporate and commercial.
Credit risk measurement and management
We use a wide range of measures to assess, control and monitor credit risk, including
a suite of reports covering performance against risk appetite limits and key credit risk
metrics such as new business flow, portfolio quality, early warning indicators, arrears and
recovery performance, sector and geographical concentration, and exceptions to lending
policy. Reports are provided periodically to the Executive Risk Committee, Risk Oversight
Committee, and the Board. Where required, further insight on credit risk performance is
obtained through portfolio reviews, and deep dives on material portfolios and key credit
risk themes.
In addition, we measure credit risk through the application of models that use internal and
external data to calculate expected credit loss (ECL). These calculations are based on the
application of IFRS 9 models and staging to determine the relevant term of the calculation
(12 months or lifetime) and incorporate assessments of the probability of default (PD),
loss given default (LGD), and exposure at default (EAD). There are individual assessments of
defaulted corporate and commercial exposures (and for mortgage exposures in some
circumstances), and where relevant, management judgement via post model adjustments
(PMAs) and Management Overlays (MOs). The impairment assessment for year-end 2025
has been undertaken in line with our Impairment Policy.
All models are subject to independent validation and are overseen by the Model Risk
Committee (MRC). PMAs have also been reviewed and approved at MRC. The overall
ECL position and methodology is reviewed and approved by the Impairment Committee
(ICOM), which is a sub-committee of the Executive Risk Committee (ERC). Individual
impairments for defaulted corporate and commercial customers are approved by the
Individual Impairment Committee, a sub-committee of ICOM.
Rigorous internal challenge is undertaken to assess the reasonableness of the impairment
calculations, models, MO/PMAs, individual assessments and overall level of impairments.
108
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
IFRS 9 staging and ECL recognition
IFRS 9 requires accounts to be allocated into one of three stages. Stage 3 reflects
accounts in default. Stage 2 are the accounts which have shown a significant increase in
credit risk since origination (SICR), with all other lending falling into Stage 1. IFRS 9 requires
a higher level of ECL to be recognised for underperforming loans. For loans in Stage 2 and
Stage 3 a lifetime ECL is recognised, with a 12-month ECL for performing loans (Stage 1).
An assessment of whether credit risk has increased significantly since initial recognition
is performed at each reporting period by considering the change in the PD over the
remaining life of the financial instrument. Judgement may be required to determine when
a significant increase in credit risk has occurred.
The assessment for both corporate and commercial and retail financial instruments
compares the PD occurring at the reporting date to that at initial recognition, considering
reasonable and supportable information, including information about past events, current
conditions, and future economic conditions. The assessment for a corporate and commercial
financial instrument has additional quantitative and qualitative assessment, including financial
performance, forecast economic conditions and our internal credit risk rating grade.
Further details can be found in the accounting policy on pages 179 to 189.
Non-performing loans (NPLs)
A loan will be considered to be ‘non-performing’ or ‘credit impaired’ when it meets our
definition of default. A loan will be classed as in default when the loan is greater than 90
days past due, or the borrower is considered unlikely to pay without realisation of collateral.
Unlikeliness to pay is assessed through the presence of triggers including the loan being
in repossession, the customer having been declared bankrupt, or evidence of financial
distress leading to forbearance. This definition of default is aligned with internal credit risk
management policies, and accounting and regulatory definitions.
A loan is considered to be non-performing when it is subject to forbearance measures,
consisting of concessions in relation to:
• a modification of the previous terms and conditions of the loan which the borrower
is not considered able to comply with due to financial difficulty; or
• a total or partial refinancing of a troubled debt contract that would not have been
granted had the borrower not been in financial difficulties.
In some cases it may not be possible to identify a single discrete event which defines
an asset as ‘non-performing’ or ‘credit impaired’. Instead, the combined effect of several
events may cause financial assets to become credit impaired.
Where an asset which has been classified as Stage 3 is showing improving trends and is
no longer considered non-performing or credit impaired, a probation period of at least 3
months is implemented before transferring a financial instrument from Stage 3.
Credit exposure summary
The following provides an overview of the performance of our portfolios during 2025. Total
loans and advances to customers have decreased in 2025 by £211 million from £9.2 billion
to £9.0 billion. The reduction reflects the sale of unsecured personal loans, partially offset
by increases in corporate and commercial.
Table 1: Total expected credit losses by portfolio (audited)
31 December 2025 31 December 2024
Group
Gross
carrying
amount
£’million
ECL
allowance
£’million
Net carrying
amount
£’million
Gross
carrying
amount
£’million
ECL
allowance
£’million
Net carrying
amount
£’million
Retail mortgages 4,940 (16) 4,924 5,145 (15) 5,130
Consumer lending 114 (67) 47 745 (108) 637
Corporate and commercial
lending 3,939 (87) 3,852 3,314 (68) 3,246
Total loans and advances
to customers 8,993 (170) 8,823 9,204 (191) 9,013
Table 2: Total portfolio credit performance
Group
31 December
2025
31 December
2024
Coverage ratio (including Stage 3)
1
1.89% 2.07%
% loans in Stage 2 8% 11%
% loans in Stage 3 5% 5%
90+ days past due 3% 3%
1. Ratios are calculated using underlying figures.
During 2025, our consumer lending portfolio reduced by £631 million, driven by the sale
of the unsecured personal loan book in the first half of the year. The retail mortgages
portfolio reduced by £205 million and the corporate and commercial portfolio increased
by £625 million. ECL and coverage ratio reduced during the year driven by the unsecured
personal loan book sale and partially offset by corporate and commercial portfolio growth.
109
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Non-performing loans
The below table provides information on Non-Performing Loans (NPLs) by portfolio.
Table 3: Non-performing loans
31 December 2025 31 December 2024
Group
NPLs
£’million
NPLs
ratios
1
NPLs
£’million
NPLs
ratios
Retail mortgages 220 4.45% 203 3.95%
Consumer 74 64.91% 97 13.02%
Corporate and commercial 168 4.27% 204 6.16%
Tota l 462 5.14% 504 5.48%
1. Ratios are calculated using underlying figures.
NPLs decreased to £462 million (31 December 2024: £504 million), with the overall NPL
ratio decreasing to 5.14% (31 December 2024: 5.48%). The NPL ratio for mortgages has
increased to 4.45% (31 December 2024: 3.95%). This is driven by both a reduction in the
overall size of the portfolio and new defaults, the majority of which is due to unlikeliness
to pay indicators with some 90+ days arrears. The NPLs for consumer have decreased
to £74 million (31 December 2024: £97 million) with the NPL ratio increasing to 64.91%
(31 December 2024: 13.02%). The NPL ratio increase is driven by the sale of the unsecured
personal loan book. NPLs have decreased for corporate and commercial to 4.27%
(31 December 2024: 6.16%) due to successful BBLS claims, repayments and portfolio growth.
Expected credit loss
Expected credit loss (ECL) has reduced during the year by £21 million to £170 million
at 31 December 2025 (31 December 2024: £191 million) predominantly driven by the
unsecured personal loan book sale and other debt sales, which was partially offset by
corporate and commercial portfolio growth, with cost of risk increasing from a low base
in December 2024. The Bank holds overlays that reflect risks not fully accounted for in the
models. More details of overlays held can be found on pages 179 to 184.
Cost of risk
The below table provides information on the cost of risk. Cost of risk is the credit
impairment charge expressed as a percentage of average gross lending over the year.
Table 4: Cost of risk
1
Group
31 December
2025
31 December
2024
Retail mortgages 0.04% (0.03%)
Consumer
2
(2.80%) 0.71%
Corporate and commercial 0.66% (0.01%)
Tota l 0.16% 0.06%
1. Percentages are calculated using underlying figures.
2. The average balance underpinning the cost of risk calculation includes the unsecured personal loan portfolio
sold in H1.
The overall cost of risk (CoR) has increased driven by corporate and commercial portfolio
growth partially offset by the run-off of the personal loans and credit cards portfolios in
consumer. The CoR increased marginally in the second half of the year owing to the sale of
the £584 million unsecured personal loan portfolio.
110
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Credit risk exposure by internal PD rating
The table below summarises balances by PD bandings and IFRS 9 production stage at a total bank level. All PDs include forward looking information and are based on 12-month values
for all stages.
Table 5: Credit risk exposure, by IFRS 9 12-month PD rating and stage allocation (audited)
31 December 2025
Gross carrying amount
£’million
Loss allowance
£’million
All portfolios
IFS 9 PD range
% Stage 1 Stage 2 Stage 3 POCI Total Stage 1 Stage 2 Stage 3 POCI Total
ECL coverage
1
%
Band 1 0.00 – 3.00 7,312 372 – – 7,684 27 3 – – 30 0.39%
Band 2 3.00 – 17.00 502 257 – – 759 4 10 – – 14 1.84%
Band 3 17.00 – 99.99 5 84 – – 89 1 5 – – 6 6.74%
Band 4 100 – – 462 (1) 461 – – 121 (1) 120 26.03%
Tota l – 7,819 713 462 (1) 8,993 32 18 121 (1) 170 1.89%
31 December 2024
Gross carrying amount
£’million
Loss allowance
£’million
All portfolios
IFS 9 PD range
% Stage 1 Stage 2 Stage 3 POCI Tota l Stage 1 Stage 2 Stage 3 POCI Total
ECL coverage
1
%
Band 1 0.00 – 3.00 6,865 404 – – 7,269 27 3 – – 30 0.41%
Band 2 3.00 – 17.00 592 422 – – 1,014 11 14 – – 25 2.47%
Band 3 17.00 – 99.99 266 152 – – 418 1 12 – – 13 3.11%
Band 4 100 – – 504 (1) 503 – – 124 (1) 123 24.45%
Tota l – 7,723 978 504 (1) 9,204 39 29 124 (1) 191 2.07%
1. Ratios are calculated using underlying figures.
The information in the tables above have been presented at a total bank level including BBLS.
Overall, there has been an increase in Band 1 proportions which is mainly driven by new business in Band 1, as well as Band 2 and 3 reducing due to the sale of the unsecured personal
loan book and some BBLS migrations from Band 3 to Band 2.
111
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Stage 2 balances
Stage 2 balances are identified using quantitative and qualitative tests that determine the
SICR criteria. In addition, customers that trigger the 30 days backstop classification are
also reported in Stage 2, in line with IFRS 9 standards. The Bank’s SICR assessment is set
out in note 30.
Table 6: Stage 2 balances
31 December 2025
£’million
31 December 2024
£’million
Group
Gross carrying
amount
Loss
allowance
Gross carrying
amount
Loss
allowance
Quantitative 662 14 836 18
Qualitative 36 3 105 6
30 days past due backstop 15 1 37 5
Total Stage 2 713 18 978 29
Note: Where an account satisfies more than one of the Stage 2 criteria above, the gross carrying amount and loss
allowance has been assigned in the order presented. For example, an account that triggers both Quantitative and
Qualitative SICR criteria will only be reported as Quantitative SICR.
Stage 2 balances have decreased in 2025, with the quantitative SICR criteria remaining
the primary driver. The reduction mainly reflects the sale and run off of the unsecured
personal loan book. As of 31 December 2025, 93% (31 December 2024: 85%) of Stage
2 balances triggered quantitative SICR criteria, 5% (31 December 2024: 11%) triggered
qualitative SICR and the remaining 2% (31 December 2024: 4%) triggered the 30 days
past due backstop criteria.
Portfolio level analysis – retail mortgages
Table 7 summarises key credit performance metrics for the retail mortgages portfolio.
Table 7: Retail mortgage credit performance
Group
31 December
2025
31 December
2024
Loans and advances £’million 4,940 5,145
Loss allowance £’million 16 15
Coverage ratio 0.32% 0.29%
% loans in Stage 2 10% 11%
% loans in Stage 3 4% 4%
90+ days past due 2% 2%
Mortgage balances have reduced during 2025 to £4,940 million (31 December 2024:
£5,145 million) as a result of run-off of our legacy portfolios.
Portfolio average debt to value (DTV) has increased by 1% to 60% at 31 December 2025 (31
December 2024: 59%) due to reductions in house prices.
Portfolio arrears have stabilised following the impacts of cost of living and interest rate
rises seen in recent years. Early arrears cases (>1 to < 3 months in arrears) have decreased
by 0.32% to 1.21% at 31 December 2025 (31 December 2024: 1.55%). Accounts that are 3
or more months in arrears have increased modestly by 0.23% from 2.22% at 31 December
2024 to 2.45% at 31 December 2025. Portfolio arrears are elevated due to the £2.5 billion
asset sale of performing loans in 2024 and the impacts of the historical acquired portfolios.
The acquired portfolios were not written under Metro Bank credit policy and criteria and
do not represent similar credit profiles to organic lending. Overall, 62% of the portfolio is
now on interest rates >4%.
Retail Mortgage new lending has continued to be of good quality during 2025. The average
LTV was 70% (31 December 2024: 69%) and the proportion of lending with an LTV over
90% was only 2.7%. The proportion of new lending that is buy-to-let increased to 29%
from 18% in 2024 in line with our strategy. The Limited Company buy-to-let product was
launched in 2024 and now makes up 65% of buy-to-let lending. Near Prime lending has
continued to make up a small proportion of new lending (2025: 2.4%) and contributes
a small proportion of the portfolio (31 December 2025: 1.1%).
Impairment
The ECL allowance increased to £16 million in 2025 (31 December 2024: £15 million),
with coverage rising to 0.32% (31 December 2024: 0.29%) due to the Bank’s transition to
a specialist mortgage provider, lower HPI, deteriorated macroeconomic forecasts, and
additional defaults crystallising from customers whose interest rates have reset.
Interest-only lending
Interest-only lending holds the additional risk of balance repayment at the end of the
mortgage term. This risk arises principally in the mortgage portfolio where the exposure
to interest-only loans stands at £2.6 billion (31 December 2024: £2.7 billion).
All borrowers of interest-only facilities are assessed as being able to refinance the lending
at the end of the term or have an appropriate repayment plan in place. These loans are also
appropriately collateralised with lower LTV thresholds compared to capital and interest
mortgage lending. Table 8 shows the amounts of the retail mortgage portfolio that are
subject to either interest only, or capital and interest payments.
112
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Table 8: Retail mortgage lending by repayment type (audited)
31 December 2025
£’million
31 December 2024
£’million
Repayment type
Retail
Owner
Occupied Retail BTL Tot a l
Retail
Owner
Occupied Retail BTL Total
Interest only 1,180 1,378 2,558 1,330 1,398 2,728
Capital and interest 2,320 62 2,382 2,362 55 2,417
Tota l 3,500 1,440 4,940 3,692 1,453 5,145
Geographic exposure
The geographic distribution of our retail mortgages customer balances is set out below.
All of our loan exposures which are secured on property are secured on UK-based assets.
Our current retail mortgages portfolio is concentrated within London and the South East,
which is representative of our customer base and store footprint. We are expanding our
footprint which will reduce the geographical concentration of lending over time.
Table 9: Retail mortgage lending by geographic exposure (audited)
31 December 2025
£’million
31 December 2024
£’million
Region
Retail
Owner
Occupied Retail BTL Tot a l
Retail
Owner
Occupied Retail BTL Total
Greater London 1,211 776 1,987 1,324 808 2,132
South East 919 286 1,205 975 283 1,258
South West 299 66 365 313 63 376
East of England 364 115 479 379 114 493
North West 156 47 203 155 44 199
West Midlands 147 53 200 154 47 201
Yorkshire and the Humber 117 25 142 107 25 132
East Midlands 103 42 145 104 40 144
Wales 65 12 77 67 13 80
North East 34 7 41 34 7 41
Scotland 85 11 96 80 9 89
Tota l 3,500 1,440 4,940 3,692 1,453 5,145
Collateral
Table 10 shows the distribution of the retail mortgage portfolio by DTV. The portfolio DTV
profile has increased slightly during 2025 due to house price reductions.
Table 10: Retail mortgage lending by DTV (audited)
31 December 2025
£’million
31 December 2024
£’million
Retail
Owner
Occupied Retail BTL Tot a l
Retail
Owner
Occupied Retail BTL Total
Less than 50% 1,140 212 1,352 1,282 263 1,545
51–60% 489 182 671 601 210 811
61–70% 603 394 997 611 417 1,028
71–80% 771 628 1,399 761 543 1,304
81–90% 438 23 461 397 16 413
91–100% 58 – 58 39 3 42
More than 100% 1 1 2 1 1 2
Tota l 3,500 1,440 4,940 3,692 1,453 5,145
Portfolio level analysis – consumer
Table 11 summarises key credit performance metrics for the consumer lending portfolio.
Table 11: Consumer credit performance
31 December
2025
31 December
2024
Loans and advances £’million 114 745
Loss allowance £’million 67 108
Coverage ratio
1
58.77% 14.43%
% loans in Stage 2 3% 20%
% loans in Stage 3 65% 13%
90+ days past due 61% 12%
1. Ratios are calculated using underlying figures.
Portfolio and credit risk profile
Consumer balances have reduced to £114 million as at 31 December 2025 (31 December
2024: £745 million) as a result of the £584 million asset sale of RateSetter loans, rundown
of the credit card and other legacy portfolios and modest new lending within the overdraft
portfolio. Increases in arrears rates and non-performing loans rates are due to the asset
sale, portfolio rundown and of very low levels of write-offs. New lending credit quality in
2025 remained strong for overdrafts with application scores remaining stable.
113
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Impairment
The total ECL coverage position for consumer has increased to 58.77% in line with
increases in the arrears and non-performing loan percentages. These are all as a result
of the asset sale and run-off of the credit card and other legacy portfolios.
Portfolio level analysis – corporate and commercial
Table 12 summarises key credit performance metrics for the commercial portfolio.
Table 12: corporate and commercial credit performance
31 December
2025
31 December
2024
Loans and advances £’million 3,939 3,314
Loss allowance £’million 87 68
Coverage ratio
1
2.21% 2.06%
% loans in Stage 2 5% 7%
% loans in Stage 3 4% 6%
90+ days past due 2% 2%
1. Ratios are calculated using underlying figures.
Table 13: Summary of corporate and commercial lending
31 December
2025
£’million
31 December
2024
£’million
Professional buy-to-let 177 283
Bounce back loans 185 346
Coronavirus business interruption loans 18 47
Recovery Loan Scheme 166 260
Core corporate and commercial lending 2,363 1,599
Corporate and commercial term loans 2,909 2,535
Overdrafts and revolving credit facilities 221 220
Credit cards 10 7
SME Asset Finance Ltd and SME Invoice Finance Ltd 799 552
Total corporate and commercial lending 3,939 3,314
Portfolio and credit risk profile
Our corporate and commercial portfolio remains largely composed of term loans secured
against property and Government-backed lending. In addition, corporate and commercial
lending includes facilities secured by other forms of collateral (such as debentures and
guarantees), and SME Asset Finance Ltd and SME Invoice Finance Ltd.
Our corporate and commercial balances have increased from £3,314 million to
£3,939 million during 2025 reflecting our growth strategy. The corporate and commercial
lending portfolio remains predominantly term lending which is described below. We have
also grown our SME Asset Finance Ltd lending in line with strategy. Our SME Asset Finance
Ltd team provides lending to businesses and high net worth individuals, mainly secured
against wheeled road vehicles and construction plant.
Corporate and commercial customers are managed through an early warning
categorisation where there are early signs of financial difficulty, thereby allowing timely
engagement and appropriate corrective action to be taken. Early warning categories
support our IFRS 9 stage classification.
The percentage of the portfolio in early warning categories has fallen during 2025, which is
reflected in the reduction in the proportion of lending balances in IFRS 9 Stage 2 and 3. The
proportion of lending balances in Stage 2 has improved from 7% to 5% driven predominantly
by accounts being repaid or moving back to good book and increased Stage 1 balances
from new lending. The proportion of lending balances in Stage 3 has also decreased from
6% to 4% in 2025 driven by repayments, BBLS claims and portfolio growth. Close customer
management is key to identifying issues and supporting our customers.
Impairment
The ECL allowance has increased to £87 million as at 31 December 2025 (31 December
2024: £68 million) with coverage increasing to 2.21% (31 December 2024: 2.06%). Stage
3 balances as a proportion of the total book have reduced, with the coverage ratio on
residual Stage 3 assets increasing. The increase in Stage 3 ECL cover has been offset by
an improved staging profile and reduction in ECL coverage required across our Stage 1
population. In addition, the mix of the book is changing as Government-backed lending and
our professional buy-to-let lending reduces. The proportion of corporate and commercial
lending in Stage 2 has reduced to 5.4% (31 December 2024: 7.3%) as a percentage of total
balances due to a reduction in BBLS and an increased volume of new lending.
Our corporate and commercial portfolio consists predominately of SME lending which
is reflected in the coverage. The operating environment continues to be challenging and
corporate and commercial customers may be impacted by increasing operating costs and
economic uncertainty. We continue to hold appropriate levels of ECL to reflect the higher
risk of default.
114
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Interest-only lending
Interest-only lending in our corporate and commercial loans has remained flat at 30% of
total corporate and commercial term loans in 2025 (31 December 2024: 30%).
Table 14: Corporate and commercial term lending – excluding BBLS by repayment type (audited).
31 December 2025
£’million
31 December 2024
£’million
Professional
buy-to-let
Other
term loans To tal
Professional
buy-to-let
Other
term loans Tot al
Interest only 172 650 822 270 393 663
Capital and interest 5 1,897 1,902 13 1,513 1,526
Tota l 177 2,547 2,724 283 1,906 2,189
Geographic exposure
Table 15 summarises the geographic distribution of the corporate and commercial term
loans portfolio excluding BBLS. 59% of corporate and commercial term loans are to
companies in London and the South East (31 December 2024: 63%), which reflects the
historical concentration of our store network. We have seen some diversification away
from London and the South East during 2025 due to new lending.
Table 15: Corporate and commercial term lending – excluding BBLS by geographic
exposure (audited)
31 December 2025
£’million
31 December 2024
£’million
Professional
buy-to-let
Other
term loans To tal
Professional
buy-to-let
Other
term loans Tot al
Greater London 100 1,025 1,125 181 813 994
South East 42 442 484 48 334 382
South West 7 122 129 10 90 100
East of England 10 224 234 20 200 220
North West 4 101 105 7 115 122
West Midlands 3 273 276 3 185 188
Yorkshire and the Humber 2 56 58 2 11 13
East Midlands 5 64 69 6 55 61
Wales 2 24 26 2 4 6
North East 1 71 72 2 73 75
Northern Ireland 1 1 2 1 1 2
Scotland – 67 67 – 3 3
National – 77 77 1 22 23
Tota l 177 2,547 2,724 283 1,906 2,189
Sector exposure
We manage credit risk concentration to individual borrowing entities and sector. Our credit
risk appetite includes limits for individual sectors where we have higher levels of exposure.
There has been an overall reduction in corporate and commercial real estate and professional
buy-to-let. The following table shows the distribution of the corporate and commercial
portfolio across business sectors.
115
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Table 16: Corporate and commercial term lending – excluding BBLS by sector exposure (audited)
31 December 2025
£’million
31 December 2024
£’million
Professional
buy-to-let
Other
term loans
Total
commercial
term loans
Professional
buy-to-let
Other
term loans
Total
commercial
term loans
Real estate (rent, buy and sell) 177 486 663 283 414 697
Hospitality – 736 736 – 442 442
Health & social work – 584 584 – 430 430
Legal, accountancy & consultancy – 254 254 – 207 207
Retail – 208 208 – 122 122
Real estate (develop) – 14 14 – 14 14
Recreation, cultural & sport – 74 74 – 82 82
Construction – 24 24 – 36 36
Education – 7 7 – 13 13
Real estate (management of) – 4 4 – 5 5
Investment & unit trusts – 48 48 – 6 6
Other – 108 108 – 135 135
Total corporate and commercial
term lending 177 2,547 2,724 283 1,906 2,189
Collateral
DTV is calculated for property and cash backed lending in corporate and commercial.
As of 31 December 2025, 74% of lending had a DTV of 80% or less, reflecting the prudent
risk appetite historically applied. Lending with DTV >100% includes loans which benefit
from additional forms of collateral, such as debentures rather than property collateral. The
value of this additional collateral is not included in the DTV but does provide an additional
level of credit risk mitigation. DTV >100% also includes Government-backed lending where
the facility does not also benefit from property collateral. The proportion of term lending
with a DTV >100% in 2025 was 22% (31 December 2024: 20%). The following table shows
the distribution of the corporate and commercial portfolio DTV.
Table 17: Corporate and commercial term lending – excluding BBLS by DTV (audited)
31 December 2025
£’million
31 December 2024
£’million
Professional
buy-to-let
Other
term loans
Total
commercial
term loans
Professional
buy-to-let
Other
term loans
Total
commercial
term loans
Less than 50% 44 728 772 81 578 659
51 to 60% 22 353 375 39 414 453
61 to 70% 34 680 714 59 275 334
71 to 80% 43 112 155 64 65 129
81 to 90% 33 55 88 38 82 120
91 to 100% 1 10 11 1 45 46
More than 100% – 609 609 1 447 448
Tota l 177 2,547 2,724 283 1,906 2,189
Government-backed lending
The table below summarises Government-backed lending.
Table 18: Government-backed lending
31 December 2025
No. of loans
Drawn balance
£’million
Average loan
amount
£’million
% of total
business
lending
Bounce Back Loan Scheme 16,135 £185 £0.01 6.3%
Coronavirus Business
Interruption Loan Scheme 151 £18 £0.12 0.6%
Recovery Loan Scheme
1
1,036 £166 £0.16 5.5%
Total Government-backed lending 17,322 £369 £0.02 12.5%
31 December 2024
No. of loans
Drawn balance
£’million
Average loan
amount
£’million
% of total
business
lending
Bounce Back Loan Scheme 19,313 £350 £0.02 13.4%
Coronavirus Business
Interruption Loan Scheme 199 £47 £0.24 1.8%
Recovery Loan Scheme
1
1,174 £260 £0.22 10.0%
Total Government-backed lending 20,686 £657 £0.03 25.1%
1. Recovery loan scheme includes £28 million acquired from third parties under forward flow arrangements
(31 December 2024: £45 million). The loans are held in a trust arrangement in which we hold 99% of the beneficial
interest, with the issuer retaining the remaining 1% (the trust retains the legal title loans).
116
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Undrawn commitments
At 31 December 2025, we had undrawn facilities granted to retail and corporate and
commercial customers of £1,041 million (31 December 2024: £881 million).
As part of our retail and corporate and commercial operations, this includes commitments
of £254 million (31 December 2024: £241 million) for credit card and overdraft facilities.
These commitments represent agreements to lend in the future, subject to certain
conditions. Such commitments are cancellable, subject to notice requirements, and given
their nature are not expected to be drawn down to the full level of exposure.
Investment securities
As well as our loans and advances, the other main area where we are exposed to credit risk
is within our Treasury portfolio. At 31 December 2025, we held £4.2 billion (31 December
2024: £4.5 billion) of investment securities, which are used for balance sheet and liquidity
management purposes.
We hold investment securities at amortised cost or fair value through other comprehensive
income (FVOCI) depending on our intentions regarding each asset. We do not hold
investment securities at fair value through profit and loss.
Table 19: Investment securities by credit rating (audited)
31 December 2025 £’million 31 December 2024 £’million
Group
Investment
securities
held at
amortised
cost
Investment
securities
held at
FVOCI Total
Investment
securities
held at
amortised
cost
Investment
securities
held at
FVOCI To tal
AAA 2,964 156 3,120 3,176 227 3,403
AA– to AA+ 978 62 1,040 937 150 1,087
Total Assets 3,942 218 4,160 4,113 377 4,490
We have a robust securities investment policy which requires us to invest in high-quality
liquid debt instruments. At 31 December 2025, 75% of our investment securities were rated
as AAA (31 December 2024: 76%) with the remainder rated AA- or higher, the majority of
which comprises UK gilts.
Additionally, we hold £2.2 billion (31 December 2024: £2.8 billion) in cash balances, which
is either held by ourselves or at other central banks.
Response
We remain well positioned to support the Bank’s growth strategy with a robust framework in
place that controls credit risk through a set of quantitative limits that measure the aggregate
level and type of credit risk that we are willing to accept to support our business objectives.
These limits, which are set at total portfolio and product level, are supported by a suite of
product-level policies and lending criteria which define the parameters within which individual
exposures can be approved and which manage new lending within the risk appetite. Where
appropriate for new lending types we continue to refine and enhance this framework and its
supporting policies to enable sustainable growth aligned to the Bank’s strategy.
The 2025 credit risk appetite limits were set with reference to the appetite for credit
impairments as well as analysis of past performance, peer comparisons and qualitative
approaches using expert judgement. These limits reflect the Bank’s strategy as well as the
macroeconomic outlook.
Individual credit decisions are controlled through both quantitative models and review
under delegated lending authority depending on the product, materiality, and complexity
of the exposure. These assessments consider the potential for future stress in customers’
financial positions. Prior to approval of a new or amended credit facility, the risk of the
customer and transaction must be assessed and approved through an automated decision
engine or through delegated lending authority using procedures in compliance with the
relevant lending policy. Retail lending decisions are made in the first instance through
an automated process. This includes a quantitative credit scorecard to assess likelihood
of arrears, an affordability model to assess capacity to pay and assign a credit limit,
and rules that set credit criteria and automate credit policy. This assessment is further
subject to verification of information such as financials, and valuation of collateral and in
many cases a manual underwriter review is also performed as part of the credit approval
process. Corporate and commercial exposures are individually assessed under delegated
lending authority with some smaller exposures assessed through an automated decision
engine approach. Independent oversight is provided by the Credit Risk function, and
includes independent underwriting of corporate and commercial lending, monitoring of
performance against limits, ongoing portfolio monitoring, and regular portfolio reviews.
We have climate change risk management capabilities in place and have policies that
outline prohibited corporate and commercial sectors which are of particular concern
for climate change. In addition, our policies provide for enhanced borrower assessment
where borrowers operate in other carbon-intensive industries. In retail mortgages, there
are policies in place to mitigate property risk, including the risks that could result from
climate change. These include requirements concerning the durability of the property
for the lifetime of the loan, the requirement that properties must be insurable, and limits
for lending on certain products where the property has received a low EPC rating.
This robust framework continues to support the delivery of our strategy as we deliver
growth in corporate and commercial and specialist mortgage lending.
117
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Mitigation
We mitigate risk through regular monitoring and analysis of our customers and their
ability to maintain contractual obligations, as well as the external factors that can impact
customer credit risk. We have established credit risk policies and lending criteria, and assess
customer affordability under different scenarios where appropriate. We utilise statistically
robust models to assess retail credit risk, and employ specialist expert underwriters in our
assessments of our corporate and commercial customers and categorise customer risk
as part of our Closer Monitoring and Early Warning List as described above. This allows for
the early identification of customers who may develop financial difficulties, which have not
yet fully materialised. Monthly analysis and reporting provide insight into portfolio credit
performance and highlight where deterioration is taking place or is likely to occur.
In addition to active management and monitoring of our portfolios and customer
affordability, we mitigate credit risk through holding collateral against our retail mortgage
and corporate and commercial term loan portfolios. Collateral is usually held in the form of
real estate, guarantees, debentures and other liens that we can call upon in the event of the
borrower defaulting. The management of this is governed by our collateral management
policy. At 31 December 2025, 85% (31 December 2024: 80%) of our loans consisted of
retail mortgages and corporate and commercial term loans, with average debt to value of
60% (31 December 2024: 59%) and 67% (31 December 2024: 56%) respectively.
Subject matter experts further mitigate the risk of credit losses through regular review and
assessment of cases at an individual level. Specialist teams provide customers with support
where financial difficulties are identified, and the use of automated and manual credit
assessments help to ensure good customer outcomes and to maximise the likelihood that
customers maintain the ability to meet their contractual obligations.
Supporting our customers
We work with our customers who are in arrears, have payment shortfalls or are in financial
difficulties to obtain the most appropriate outcome for both the Bank and the customer.
The primary objectives of our policy are to ensure that appropriate mechanisms and tools
are in place to support customers during periods of financial difficulty, and to minimise the
duration of the difficulty and the consequence, costs and other impacts arising.
We will always seek to understand the customer’s individual circumstances and ensure
a considered, measured, and consistent approach is taken which is, to the best of our
knowledge, appropriate for their individual circumstances. Where a customer’s financial
difficulty is due to them being impacted by a vulnerable situation, we will seek to provide
tailored and flexible solutions and services appropriate to the circumstances of the
vulnerability. As part of this process, we have a range of treatments that may be considered
to support the customer through the period of financial difficulty, alongside working
with them to understand and agree how to return their account to good standing where
possible. This includes the forbearance options outlined below.
Corporate and commercial customers who are showing signs of potential financial
difficulty are supported through our relationship teams, and where appropriate, our
Business & Credit Support team. Each situation is individually assessed, and our preference
is to provide flexibility where possible to help a customer avoid financial difficulty and
to resume normal contractual obligations. Forbearance may be offered where this is
sustainable and appropriate to the nature of the customer’s financial distress.
Forbearance
When our customers show signs of financial difficulties, we may seek to continue our
support through the provision of a concession such as a modification of the terms and
conditions of the loan, or a total or partial refinancing of an existing loan. Concessions
can often result in more favourable terms than those offered or available under normal
circumstances. Such events are considered to be acts of forbearance and are dealt with
and monitored in accordance with our forbearance policies and regulatory guidelines.
Monitoring and reporting
Governance
Credit risk is managed within our Enterprise Risk Management Framework, as part of our
overarching ‘Three Lines of Defence’ model. Management of credit risk is split primarily
into the first and second lines of defence. The first and second lines are operationally
independent and have separate reporting lines.
The first line management of credit risk is shared across the Bank’s functions that design,
distribute, approve and service credit facilities, referred to in this document as the ‘lending
functions’. These are the functions under the management of the Managing Director
Corporate and Commercial, Managing Director Retail and Business Banking, and Chief
Customer Officer. The first line lending functions are responsible for proposing and
implementing lending propositions and are responsible for conducting lending activity in
accordance with credit risk appetite and credit framework, policies and standards.
The second line Credit Risk function reports to the Chief Credit Officer who, in turn,
reports to the Chief Risk Officer. The Chief Credit Officer, supported by the Credit Risk
team, is responsible for:
• recommending and overseeing credit risk appetite limits
• developing and overseeing credit risk policies and standards
• overseeing credit risk strategies in accordance with policies and risk appetite
• developing and monitoring credit risk models
• providing an independent review and approval of individual corporate and commercial
credit proposals and renewals of loan facilities
• developing and overseeing retail arrears management strategies
118
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
• managing corporate and commercial recoveries strategy and activities
• ensuring appropriate IFRS 9 credit provisions are held
• monitoring and reporting credit risk performance.
Monitoring
The Credit Risk function monitors the risk profile using a broad range of risk metrics,
reporting against risk appetite limits and regular portfolio reviews. This includes oversight
of credit risk performance indicators such as arrears levels, modelled risk measures, such
as probability of default and loss given default, and measures of concentration risk. Stress
testing is conducted to assess the impact on ECL and capital.
Credit risk appetite metrics are measured and reported regularly to oversight committees
to ensure we remain within risk appetite and continue to support our strategic objectives.
These metrics include a focus on segments of the portfolio which may be susceptible to
or indicative of increased levels of risk, and which are crucial to our strategy. More granular
performance metrics are also tracked to assess the likelihood of potential breaches and
their drivers. The limit framework includes early warning thresholds which identify where
action may need to be taken to avoid a breach of appetite limits. If necessary, a plan is
presented to bring the measurements back to approved levels.
A monthly portfolio insight report is presented to the Executive Risk Committee (ERC) and
Risk Oversight Committee (ROC) to provide oversight of key indicators and performance
trends. This is supplemented by a detailed suite of portfolio-level reports which are
reviewed by the Credit Risk Oversight Committee. In addition, we perform regular portfolio
asset quality reviews as well as monitoring and reporting on our credit decisioning. We
have developed statistical models that utilise both internal and external data for the
purposes of estimating ECL under IFRS 9.
Corporate and commercial customers are also monitored through our Closer Monitoring
and Early Warning List. The objective is to identify the potential risks at an individual level
before they materialise and mature. Customers are categorised into one of four categories.
The first is ‘closer monitoring’, followed by Early Warning List categories one to three.
Closer Monitoring and Early Warning List categories support IFRS 9 stage classification.
We monitor the effectiveness of our policies and management framework through the
various credit risk committees outlined. These committees provide oversight of portfolio
quality and help inform on where changes to our strategy or policies are required in
response to ongoing developments in the external environment. In addition, we assess
and estimate the risks associated with climate change through developed models and
we continue to develop our quantitative capabilities to further support our longer-term
objectives and increased focus in this area.
Future focus
Our overall approach to credit risk management, level of provisions and portfolio
shape continues to support the Bank’s strategy for growth in 2026. We remain focused
on monitoring emerging trends and the impact of macroeconomic pressures on our
customers, and we work with our customers to support them where needed.
As we continue to develop our product offering, we will review our credit risk policies,
processes and controls to ensure that these remain appropriate for the balance sheet and
support sustainable growth.
Capital risk
Risk definition
Capital risk is the risk that the Bank fails to meet minimum regulatory capital requirements.
Management of capital is essential to the Bank in the prudent management of its balance
sheet, ensuring its resilience under stress and maintaining the confidence of its current
and potential creditors (including bondholders, the bond market, and customers) and key
stakeholders in the pursuit of its business strategy.
Risk appetite statement
Capital
The Bank has a cautious appetite for capital risk. The Board has determined that the Bank
shall be able to maintain a surplus of regulatory capital resources above its regulatory capital
requirements as communicated by the regulator, with a buffer to include the amount of
capital identified as required through the Bank’s ICAAP. The Bank will utilise an appropriate
capital stack to support its business objectives, having identified the Bank’s material risks.
Leverage
The Bank has a low appetite for leverage ratio risk. The Board has determined that the
Bank’s balance sheet shall not be excessively leveraged, such that unintended changes to
the Bank’s business plan are required to correct balance sheet leverage.
Exposure and assessment
Capital requirement
We calculate our capital requirement in line with the regulatory requirements set out in
the PRA Rulebook. This consists of a Pillar 1 calculation of RWAs and a Pillar 2A assessment
that captures point in time risks not covered by the Pillar 1 calculation. Pillar 1 capital
is calculated using the standardised approach and given the strategic focus towards
corporate and commercial lending, it is not intended to resubmit to the PRA a change to
the advanced internal-ratings based approach (AIRB). The Bank continuously keeps this
under review. The Pillar 2A assessment is conducted through the ICAAP process, which is
documented and approved by the Board on an annual basis and discussed with the PRA as
part of the Supervisory Review and Evaluation Process.
119
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Table 20: Capital requirements
31 December 2025 31 December 2024
CET1 Total capital CET1 Total capital
Pillar 1 4.5% 8.0% 4.5% 8.0%
Pillar 2A 1.2% 1.2% 0.2% 0.4%
Total capital requirement 5.7% 9.2% 4.7% 8.4%
Capital conservation buffer 2.5% 2.5% 2.5% 2.5%
UK countercyclical buffer 2% 2% 2% 2%
Total (excluding PRA buffer,
if applicable) 10.2% 13.7% 9.2% 12.9%
Risk-weighted assets
Our RWAs increased in 2025 to £6,711 million (31 December 2024: £6,442 million).
Table 21: RWAs
2025
£’million
2024
£’million
Credit risk 5,947 5,703
Operational risk 759 720
Counterparty credit risk 5 19
Total risk-weighted assets 6,711 6,442
Response
Capital risk management
Capital risk exposures arise from the depletion of our capital resources and/or surplus
which may result from:
• increased RWAs
• losses
• unfavourable changes to regulatory minima or other regulatory rule changes.
Our capital risk management approach is centred around ensuring we can maintain
appropriate levels of capital to meet regulatory minima and support our strategic
objectives under both normal and stress conditions.
2025 saw the Bank strengthen its capital position with capital optimisation actions to
support strategic growth. The successful AT1 debt issuance in Q1 supported a total capital
position at year end of 18.4% (31 December 2024: 14.9%). CET1 levels were bolstered by the
sale of loans to allow growth in commercial lending and reflects the proactive steps taken
to effectively manage our capital position.
Capital is a core component of our planning and forecasting processes, which include the
creation of our budget and Long Term Plan. These activities establish our projected capital
position over the planning horizon and are further assessed through ICAAP scenarios which
consider the full scale of risks to capital and support informed judgments on those risks,
the adequacy of capital held, and the strength of our overall capital management approach.
Management actions to preserve capital are identified and applied where relevant to
those scenarios. The current and forecast capital position is monitored through ALCO
and ExCo and reported to ROC and the Board, supported by regular reporting of actual
and updated forecast capital levels and sensitivities, which are assessed against our risk
appetite for capitalisation.
Further details on this process are set out in our Viability statement on page 45 to 46.
Sustainable profit growth
The sustainable generation of additional capital through the accumulation of profits is the
Bank’s main long-term risk management approach. The Board and ExCo are focused on
ensuring the successful delivery of sustainable profitability. Core to this is the continued
delivery of our strategic priorities (as set out on page 3).
Balance sheet optimisation
Another key mitigation used to manage capital risk is efficient deployment of our existing
capital resources. One of our strategic priorities is ensuring we continue to optimise our
balance sheet to ensure we maximise our risk-adjusted returns, whilst remaining above
regulatory requirements.
Raising of additional capital
We successfully raised capital in Q1 2025 and, as we look to grow, we may from time to
time look to raise additional regulatory capital in the form of qualifying debt to support
further lending growth in the areas we wish to be competitive in. The ability to raise
additional capital, as well as the associated cost, is dependent upon market conditions
and perceptions.
120
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Monitoring and reporting
We measure our capital resources in line with regulatory requirements. The PRA expects
prudential reporting, which includes capital reporting, to be as rigorous as that for financial
reporting. Over the past few years we have invested in our regulatory reporting systems
and made enhancements to our control environment to ensure we are continuing to
produce accurate and reliable capital reporting.
Our capital resources position for the holding company as at 31 December 2025 is
summarised below:
Table 22: Regulatory capital (audited)
31 December
2025
£’million
31 December
2024
£’million
Share capital and premium 146 144
Retained earnings 1,075 1,022
Other reserves 21 17
Intangible assets (143) (126)
Other regulatory adjustments
1
(259) (249)
CET1 capital 840 808
Other equity instruments 242 –
Total Tier 1 capital 1,082 808
Debt securities (Tier 2) 150 150
Total Tier 2 capital 150 150
Total regulatory capital 1,232 958
1. Other regulatory adjustments includes the adjustment relating to deferred tax assets recognised in 2024.
Table 23: Key regulatory metrics and ratios
31 December
2025
31 December
2024
CET1 ratio 12.5% 12.5%
Tier 1 ratio 16.1% 12.5%
Total capital ratio 18.4% 14.9%
Total capital plus MREL ratio 26.1% 23.0%
Leverage ratio 7.8% 5.6%
Future focus
Capital landscape
As set out in our operating environment on pages 5 to 6, the regulatory environment in
which we operate continues to evolve. Consequently a core component of our capital risk
thinking involves horizon scanning for prudential developments, to ensure we continue
to monitor potential future capital impacts and anticipate appropriate capital resources.
Strategic focus
The implementation of the strategic move towards corporate, commercial and SME
lending, and specialist mortgages will naturally lead to higher RWA percentages within
the planning horizon. To support this, the timing of RWA growth is managed at a
commensurate speed to allow for profit growth to support sustainable capital level. This
may be supplemented by opportunistic capital market transactions to help ensure capital
levels remain strong and sustainable.
Basel 3.1
In January 2026, the PRA published the final policy statement and rules covering the
implementation of Basel 3.1. The timeline for implementation of the rules has been confirmed
as 1 January 2027 and we continue to prepare towards this deadline. Based on our current
balance sheet lending profile, the RWA impact has been estimated as broadly neutral.
Resolvability regime
The Bank of England confirmed the Bank’s preferred resolution strategy from 1 January
2026 will be transfer, with MREL set equal to minimum capital requirements.
121
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
Liquidity and funding risk
Risk definition
Liquidity risk is the risk that we fail to meet our obligations as they fall due. Funding risk is
the risk that we cannot fund assets that are difficult to monetise at short notice (i.e. illiquid
assets) with funding that is behaviourally or contractually long-term (i.e., stable funding).
Risk appetite statement (audited)
Liquidity
The Bank has a cautious appetite for liquidity risk. The Board has determined that the
Bank shall be able to survive a combined name-specific and market-wide liquidity stress
event for at least three months, at a level of severity determined by the Bank’s internal risk
appetite stress test, utilising the Bank’s liquidity pool, having identified the Bank’s material
liquidity risks.
Funding
The Bank has a cautious appetite for funding risk. The Board has determined that the Bank
shall maintain a prudent funding profile by using stable funding to fund illiquid assets,
without undue reliance on wholesale funding markets, whilst ensuring that funding is not
inappropriately concentrated by customer, sector or term, as identified during the Bank’s
liquidity stress testing.
Encumbrance
The Bank has a cautious appetite for encumbrance risk. The Board has determined that
encumbrance of its balance sheet be no greater than 30% of the Bank’s total assets in
business-as-usual conditions, and unlimited in relation to any encumbrance relating to repo
or use of Bank of England facilities in order to manage through a liquidity stress situation –
and to test the adequacy of those facilities from time to time.
Exposure and assessment
Liquidity risk concerns our ability to meet short-term obligations as they fall due. This requires
liquidity management to maintain investor and market confidence in both business-as-usual
and stressed environments. Funding risk concerns any mismatch between asset liquidity and
how the assets are funded. The primary aim is to ensure assets that are slow to monetise are
supported by funding which is behaviourally or contractually stable.
Our liquidity and funding risk management is focused on three key components:
• we retain a deposit-funded approach, with a broad customer deposit base covering both
retail and commercial customers. This means we are not reliant on wholesale funding,
although we continue to utilise a small amount of the Bank of England’s TFSME as an
additional stable source of funding
• we continue to maintain prudent liquidity levels, and access to contingent liquidity,
through the holding of high-quality liquid assets in the form of investment securities with
strong credit ratings as well as cash balances held at the Bank of England
• we monitor and manage the behavioural maturity of our assets and liabilities on an
ongoing basis to ensure we are not taking undue risk.
Response
We continue to hold a prudent level of liquidity to cover unexpected outflows, ensuring
that we are able to meet financial commitments for an extended period. We recognise
the potential difficulties in monetising certain assets, so set higher-quality targets for
liquid assets for the earlier part of a stress period. We have assessed the level of liquidity
necessary to cover both systemic and idiosyncratic risks and maintain an appropriate
liquidity buffer at all times. Our internal liquidity stress test ensures that we comply with
our own risk appetite as well as regulatory requirements.
Deposits remain our primary source of balance sheet funding and subsequent source of
liquidity risk as we seek service-led core deposits which are less sensitive to competition
within the deposit market. At 31 December 2025, 51% of our deposits came from
corporate and commercial customers (31 December 2024: 46%) with the remaining 49%
(31 December 2024: 54%) coming from retail customers. Additionally, 44% of deposits
at year end (31 December 2024: 40%) were in the form of current accounts, with the
remainder split between a combination of instant access and fixed-term savings products,
stable and less price sensitive.
Monitoring and reporting
We consider the effective and prudent management of liquidity to be fundamental to our
ongoing resilience and viability. The Board has overall responsibility for establishing and
maintaining an adequate risk management framework, including risk appetites that enable
the management of our liquidity and funding risks. We are committed to ensuring that at
all times we have sufficient liquidity resources – in terms of both quantity and quality –
to ensure we can meet payments as they fall due.
In order to appropriately assess and manage our liquidity and funding resources, we run
an Internal Liquidity Adequacy Assessment Process (ILAAP) exercise which considers the
risks that we are exposed to in both normal and stressed conditions. The ILAAP process
also sets appropriate limits and determines the Bank’s liquidity risk appetite and internal
liquidity stress scenario. We produce regular reports on the current and forecasted level of
liquidity, which are tracked against limits both at the operational level in Treasury and at the
Executive level at ALCO.
122
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
The Treasury function has responsibility for our compliance with liquidity policy, regulatory requirements and strategy. We have a dedicated Prudential Risk team who independently
monitor our liquidity and funding risk including ensuring compliance with the policies we have developed.
We measure our liquidity and funding resources in line with regulatory requirements, with the key metric for liquidity risk being the liquidity coverage ratio and for funding risk, the net
stable funding ratio where we remain well above our minimum regulatory requirements. As at 31 December 2025, our liquidity coverage ratio was 306% (31 December 2024: 337%) and
our net stable funding ratio was 161% (31 December 2024: 169%).
Table 24: Contractual maturity (audited)
Table 24 sets out the maturity structure of our assets and liabilities, by their earliest possible contractual maturity date. The contractual maturity will differ from the behavioural maturity
characteristics in both normal and stressed conditions. The behavioural maturity of customer deposits is much longer than their contractual maturity. On a contractual basis, such
deposits are repayable on demand or at short notice. In reality, they are static in nature and provide long-term stable funding for our operations and liquidity. Equally, our loans and
advances to customers, specifically mortgages, are lent on longer contractual terms, but may be redeemed or re-mortgaged earlier. The total balances set out in the analysis do not
reconcile with the carrying amounts as disclosed in the consolidated balance sheet. The difference arises from the maturity analysis incorporating all the expected future cash flows
(including interest), on an undiscounted basis.
31 December 2025
Group
Carrying
value
£’million
Repayable
on demand
£’million
Up to
3 months
£’million
3 to 6 months
£’million
6 to 12 months
£’million
1 to 5 years
£’million
Over 5 years
£’million
No contractual
maturity
£’million
Total
£’million
Cash and balances at Bank of England 2,185 2,185 — — — — — — 2,185
Loans and advances to customers 8,823 — 494 421 735 4,163 10,129 537 16,480
Investment securities 4,160 — 226 305 1,162 2,281 681 99 4,754
Total financial assets 2,185 720 726 1,897 6,444 10,810 636 23,418
Other assets 1307 — — — — — — 1,307 1,307
Total assets 16,474 2,185 720 726 1,897 6,444 10,810 1,943 24,725
Deposits from customers (13,445) (12,681) (168) (209) (254) (84) — (54) (13,449)
Deposits from central banks (400) — (8) (4) (7) (59) (408) — (485)
Debt securities
1
(926) — (17) (42) (60) (1,193) — — (1,312)
Repurchase agreements (73) — (80) — — — — — (80)
Lease liabilities (185) — (5) (5) (9) (93) (165) — (276)
Other liabilities (204) — — — — — — (204) (204)
Total financial liabilities (12,681) (278) (259) (330) (1,429) (573) (257) (15,806)
Capital (1,242) — — — — — — (1,242) (1,242)
Total liabilities (16,474) (12,681) (278) (259) (330) (1,429) (573) (1,499) (17,048)
Derivative cash flows — 1 2 4 9 — —
Cumulative liquidity gap (10,496) (10,052) (9,583) (8,013) (2,988) 7,248
1. Includes AT1.
123
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
31 December 2024
Group
Carrying
value
£’million
Repayable
on demand
£’million
Up to
3 months
£’million
3 to 6 months
£’million
6 to 12 months
£’million
1 to 5 years
£’million
Over 5 years
£’million
No contractual
maturity
£’million
Total
£’million
Cash and balances at Bank of England 2,811 2,811 – – – – – – 2,811
Loans and advances to customers 9,013 – 460 422 792 4,140 10,816 464 17,094
Investment securities 4,490 – 442 409 240 3,537 132 115 4,875
Total financial assets 16,314 2,811 902 831 1,032 7,677 10,948 579 24,780
Other assets 1,268 – – – – – – 1,268 1,268
Total assets 17,582 2,811 902 831 1,032 7,677 10,948 1,847 26,048
Deposits from customers (14,458) (13,248) (340) (435) (233) (167) – (67) (14,490)
Deposits from central banks and repurchase agreements (791) – (180) (109) (78) (500) – – (867)
Debt securities (675) – – (42) (42) (906) – – (990)
Other liabilities (475) – (5) (5) (10) (90) (86) (270) (466)
Total financial liabilities (16,399) (13,248) (525) (591) (363) (1,663) (86) (337) (16,813)
Capital (1,183) – – – – – – (1,183) (1,183)
Total liabilities (17,582) (13,248) (525) (591) (363) (1,663) (86) (1,520) (17,996)
Derivative cash flows – – 2 1 2 8 – – –
Cumulative liquidity gap – (10,437) (10,058) (9,817) (9,146) (3,124) 7,738 – –
124
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
125
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
| 31 December 2025 | |||||||
| Up to | Non-interest | ||||||
| 3 months | 3 to 6 months | 6 to 12 months | 1 to 5 years | Over 5 years | bearing | Total | |
| £’million | £’million | £’million | £’million | £’million | £’million | £’million | |
Cash and balances at central banks | 2,129 | – | – | – | – | 55 | 2,184 |
Loans and advances to customers | 3,789 | 510 | 990 | 3,558 | 74 | – | 8,921 |
Investment securities | 1,811 | 201 | 946 | 778 | 544 | – | 4,280 |
Other assets | – | – | – | – | – | 1,089 | 1,089 |
Total assets | 7,729 | 711 | 1,936 | 4,335 | 619 | 1,144 | 16,475 |
Deposits from customers | (6,703) | (530) | (900) | (5,297) | – | – | (13,430) |
Deposits from BoE and Repos | (473) | – | – | – | – | – | (473) |
Debt | – | – | – | (925) | – | – | (925) |
Other | – | – | – | – | – | (412) | (412) |
Shareholders’ funds | (15) | (16) | (31) | (247) | – | (925) | (1,234) |
Total liabilities | (7,191) | (546) | (931) | (6,469) | – | (1,337) | (16,474) |
Interest rate derivatives | (1,323) | (85) | (202) | 1,810 | (200) | – | – |
Interest rate sensitivity gap | (785) | 80 | 803 | (324) | 419 | (193) | – |
Cumulative gap | (785) | (705) | 98 | (226) | 193 | – | – |
126
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
| 31 December 2024 | |||||||
| Up to | Non-interest | ||||||
| 3 months | 3 to 6 months | 6 to 12 months | 1 to 5 years | Over 5 years | bearing | Total | |
| £’million | £’million | £’million | £’million | £’million | £’million | £’million | |
Cash and balances at central banks | 2,750 | – | – | – | – | 61 | 2,811 |
Loans and advances to customers | 3,407 | 502 | 1,053 | 4,006 | 44 | 1 | 9,013 |
Investment securities (AC & FVOCI) | 1,861 | 320 | 130 | 2,070 | 109 | – | 4,490 |
Other assets | – | – | – | – | – | 1,268 | 1,268 |
Total assets | 8,018 | 822 | 1,183 | 6,076 | 153 | 1,330 | 17,582 |
Deposits from customers | (7,449) | (1,017) | (807) | (5,185) | – | – | (14,458) |
Deposits from BoE and Repos | (791) | – | – | – | – | – | (791) |
Debt | – | – | – | (675) | – | – | (675) |
Other liabilities | – | – | – | – | – | (475) | (475) |
Shareholders’ funds | (13) | (13) | (27) | (214) | – | (916) | (1,183) |
Total liabilities | (8,253) | (1,030) | (834) | (6,074) | – | (1,391) | (17,582) |
Interest rate derivatives | (123) | (150) | (50) | 373 | (50) | – | – |
Interest rate sensitivity gap | (358) | (358) | 299 | 375 | 103 | (61) | – |
Cumulative gap | (358) | (716) | (417) | (42) | 61 | – | – |
127
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Financial risks continued
| 200bps increase | 200bps decrease 1 | |
| £’million | £’million | |
At 31 December 2025 | (4.0) | 3.1 |
At 31 December 2024 | 19.3 | (19.9) |
128
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Non-financial risks
Non-financial risk covers the remaining
categories of risk which have the potential to
impact the Bank’s operations, service quality
and ability to operate in a safe and compliant
way. Non-financial risks include financial crime
risk, operational risk, conduct risk, regulatory
risk, legal risk, model risk and strategic risk.
Financial crime risk
Risk definition
Financial crime risk is the risk of deliberately or knowingly facilitating business that gives rise
to illicit activity or the movement of funds that may be derived from the proceeds of crime.
Financial crime risks include money laundering, terrorist financing, proliferation financing,
bribery and corruption, tax evasion, and contravention of applicable sanctions obligations.
Risk appetite statement
The Bank maintains an overall cautious risk appetite towards financial crime risk. In line
with regulatory expectations, this cautious stance tightens further for higher-risk financial
crime areas, where the Bank maintains a low or no appetite as articulated below:
General financial crime risk
The Bank has no appetite for conducting business without appropriately designed and
effective systems and controls in place to prevent and detect financial crime. The Bank
recognises that these systems and controls must continually evolve and adapt to remain
effective as the risk landscape changes.
Illicit activity facilitation
The Bank has no appetite for deliberately or knowingly facilitating, or being associated with,
business that gives rise to illicit activity. The Bank will not conduct business with individuals
and entities that it believes are engaged in, or linked to, illicit behaviour, or those that lack
adequate systems and controls to mitigate such risks.
Risk assessment and mitigation
The Bank has no appetite for engaging in any activity where risk has not been appropriately
assessed and mitigated prior to commencement. The Bank acknowledges that financial
crime risk is dynamic, and therefore its risk assessment processes will be regularly reviewed
an updated to remain aligned with emerging risks.
Sanctions and proliferation financing risk
The Bank has a low overall risk appetite for sanctions and/or proliferation financing risk.
It has no appetite for establishing or maintaining relationships with any sanctioned customer,
partner, supplier or colleague. It has a low appetite for sanctions and proliferation finance risk
in connection with payment processing, provided that effective controls are in place.
Bribery and corruption risk
The Bank has a low overall risk appetite for bribery and corruption risk. It has no appetite
for the facilitation of actual or perceived bribery or corruption. The Bank recognises that
gifts and entertainment can form part of normal business practice; however, it has no
appetite for gifts and entertainment that are excessive in nature, value, or frequency, or
could reasonable be perceived as attempting to influence decision making.
Exposure and assessment
As a participant in the interconnected global financial system, the Bank’s financial crime
exposure arises where customer accounts or infrastructure are leveraged to facilitate
the flow of illicit funds – including money laundering, terrorist financing, proliferation
financing, bribery and corruption, and tax evasion – or to process transactions and maintain
relationships that would contravene applicable sanctions obligations.
Without an adequate and proportionate financial crime framework, risks may go unaddressed
and business activities may take place which are non-compliant with financial crime law and
regulatory requirements. In addition, an inability to conduct appropriate oversight may affect
the Bank’s ability to operate effectively, with potential impacts to both the customer’s aims and
the Bank’s own objectives, exposing the Bank to increased reputational risk.
Response
We continue to deliver enhancements to our financial crime control framework to ensure
that it remains fit for purpose, identifying and mitigating financial crime risk as well as
delivering our financial crime strategy.
Financial crime risk assessment
We ensure adequate identification, assessment, monitoring, management and mitigation of
financial crime risks across all activities. A financial crime enterprise-wide risk assessment
is performed at least annually. Where risk is outside of our risk appetite, we act to
strengthen the control environment or reduce/eliminate our exposure to the risk.
129
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Non-financial risks continued
Documentation and horizon scanning
We have readily accessible, effective, and up-to-date policies, standards and procedures.
We conduct horizon scanning to ensure awareness is maintained of changes to the
regulatory, legislative and enforcement landscape, as well as to industry guidance and best
practice to allow the identification, assessment and management of risks.
Investment in our systems and controls
We recognise the dynamic financial crime risk environment in which we operate and
proactively act to strengthen our control framework. We delivered strategic enhancements
to our financial crime systems and controls through 2025 with a focus on further
embedding previously implemented controls, as well as introducing new or enhancing
existing capabilities.
Proactive integration of emerging threat intelligence
We identify emerging trends and typologies via horizon scanning activity, through
participation in key industry forums (or associations) such as those hosted by UK Finance,
and through information obtained from investigative and intelligence teams, including
initiatives such as the Data Fusion pilot organised by the National Economic Crime Centre
to collaboratively enhance the identification of serious organised crime. We integrate this
intelligence into our control framework to ensure systems and controls mitigate emerging
financial crime risks.
Colleague awareness and training
Colleague awareness and training continues to be a significant focus to ensure our
Financial Crime Framework is implemented effectively. All colleagues have a key role to
play in the detection and management of financial crime risk. To this extent, all colleagues
receive financial crime training, ensuring they are able to meet their personal obligations
as well performing effectively in role. For colleagues in specialist financial crime roles, we
invest in their development to improve capabilities through industry recognised financial
crime qualifications.
Sanctions compliance
We comply with all applicable sanctions regimes. We continue to invest in our sanctions
control framework and keep under review the effectiveness of controls we have in place
in order to ensure that sanctions risk is managed in line with risk appetite.
Monitoring and reporting
Oversight and independent challenge
Our efforts to combat financial crime are subject to challenge. First line areas undertake
control testing to assess the adequacy and operational effectiveness of financial crime
processes, systems and controls. Second line independent assurance assesses the
effectiveness of controls and processes in mitigating financial crime risks, recommending
enhancements where needed. In addition, Internal Audit provides independent assurance
to the Board that risk management, governance and internal control processes related to
Financial Crime are designed and operating effectively. Where applicable, the results of these
reviews and the status of follow-up actions are escalated through our governance bodies.
Our financial crime risk appetite is reflected in key risk appetite metrics – a set of
quantitative metrics, reported monthly through our governance. Where control
performance is assessed as outside of our risk appetite, the issue and remediation activity
is escalated and tracked through our risk committees.
Reporting suspicions of financial crime
We recognise that financial crime and fraud risks impact not only customers, but also the
safety and wellbeing of society. We abide by all applicable legal and regulatory reporting
requirements, playing an important role in providing information that can assist the
authorities with financial crime and fraud investigations, while maintaining objectives that
strive for financial inclusion.
Future focus
We are committed to safeguarding the Bank and our customers from financial crime.
Our focus remains on strengthening our control framework to ensure systems and
controls are adequate, and we will continue to work with regulators to demonstrate the
effectiveness of the Bank’s Financial Crime Risk Framework.
130
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Non-financial risks continued
Operational risk
Risk definition
The risk that events arising from inadequate or failed internal processes, people and
systems, or from external events cause regulatory censure, reputational damage, financial
loss, service disruption and/or detriment to our FANS.
Risk appetite statement
We maintain a cautious appetite for operational risk and aim to minimise incidents,
losses and adverse customer impacts arising from operational risk issues. We do this by
maintaining a resilient infrastructure, including robust systems, employing and training
the right colleagues, minimising the impact of external events and having a framework in
place to ensure that operational risks are identified, assessed, responded to and monitored.
Operational risk events and losses are recorded and assessed, corrective actions
completed and steps taken to avoid recurrence.
Exposure and assessment
We operate with both a physical and a digital presence and are exposed to a broad range of
operational risks across our distribution channels, businesses and functions. These include
the potential for service disruption, financial loss and regulatory or reputational impact.
Operational resilience remains a central focus, supported by established processes for
identifying our important business services, setting impact tolerances, and conducting regular
resilience testing to validate our ability to prevent, adapt to and recover from disruption.
During the year, overall operational risk performance remained broadly stable, with losses
in line with expectations and only a small number of customer service impacting incidents.
Amongst the operational risks to which we are exposed, two have remained the most
material and have been considered as top risks:
Information security and cyber
Cyber risk arises from the potential compromise of critical systems and data. Our exposure
reflects both our digital footprint and our reliance on third-party providers, which are
essential to delivering services to customers. In 2025, the external threat environment
continued to intensify, with widespread ransomware, service disruption and data theft
activity, alongside geopolitical volatility contributing to elevated risk. Attacks have become
more sophisticated, increasingly using automation and exploiting operational vulnerabilities,
leading to a rise in significant incidents across the UK.
Cyber risk was designated one of the Bank’s top risks in 2025, informed by our ongoing
risk and control assessments, intelligence-led penetration testing and expert reviews of
our cyber environment. We monitor exposure through defined key risk indicators and
use established tooling to detect, assess and escalate suspicious activity in line with our
Enterprise Risk Management Framework and Information Security Policy. Where required,
we conduct formal post incident reviews, including root cause analysis, led by our
information security function.
Fraud
The Bank continues to operate in a heightened and increasingly sophisticated fraud
environment, marked by rapid innovation in criminal methods, greater use of digital
channels and persistent targeting of customers through social engineering scams. As with
peers across the industry, we remain exposed to both scam related fraud and unauthorised
card fraud, alongside the potential for infrequent high-value cases involving business and
commercial customers.
Fraud remained one of the Bank’s top risks in 2025, reflecting ongoing exposure to
financial losses and customer harm, including impacts on vulnerable customers. We
monitor fraud risk through defined key risk indicators and conduct fraud risk assessments
across product life cycles. Root cause analysis is undertaken following significant cases,
with findings used to inform our risk assessments and strengthen our response.
Other operational risks
Key risk exposures across our other operational risks include:
Technology and resilience
The Bank is reliant on stable, secure and well-performing systems, and dependent on key
third-party providers that support critical elements of our technology and operational estate.
Risks arise from system outages, legacy constraints, change activity, data issues and the
complexity of interconnected internal and outsourced environments. As digital channels
evolve and expectations for availability and performance rise, the impact of technology
failures and/or extended recovery times on our important business services increase.
Third-party
The Bank’s exposure to third-party risk arises from its reliance on external suppliers and
outsourced service providers to support our business operations, technology and customer
services. This creates potential vulnerability to service disruption, regulatory impact or
customer detriment where suppliers experience operational, financial, cyber or data related
issues. As the Bank’s operating model evolves and third-party dependencies increase in scale
and complexity, risks relating to performance, resilience, concentration and upstream supply
chain visibility become more pronounced, particularly for our most material arrangements.
131
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Non-financial risks continued
Change
Substantial change activity progressed throughout 2025, with a programme of
technology and business transformation continuing into 2026. This sustained level of
change increases the potential for disruption, delivery delays or control weaknesses if not
managed effectively. It also elevates regulatory risk, as transformation affecting critical
systems, customer journeys or operational processes must continue to meet supervisory
expectations, demonstrating strong governance, operational resilience and a clear focus on
customer outcomes.
Data
The Bank’s expanding and increasingly interconnected data landscape exposes it to risks
relating to data quality, integrity, security and governance. Given the importance of data in
supporting customer services, regulatory reporting and strategic delivery, deficiencies in
data management or controls, whether arising from legacy systems, complex data flows
or reliance on third parties, can lead to operational disruption, regulatory non-compliance
or customer detriment. The continued digitisation of services and an evolving cyber threat
environment further reinforce the need for strong data governance and effective oversight
of our outsourced arrangements.
Artificial intelligence (AI)
The accelerating use of AI across the Bank and by key third party providers presents
both strategic opportunities and a set of emerging risks. Exposures include risks related
to data ethics, algorithmic bias, transparency, model robustness and the need for strong
governance and regulatory alignment. While the Bank continues to take a measured and
carefully controlled approach to introducing AI into its own processes, the rapid pace of
technological and regulatory change, together with the growing use of AI within the wider
supply chain, heightens the potential for inconsistent standards or unintended outcomes.
Response
Our Operational Risk Management Framework sets our approach to identifying, assessing
and managing operational risks, including risk and control self-assessments, scenario analysis
and incident management. Operational risk is overseen by the Chief Risk Officer and teams
in the first and second lines of defence, monitored via reporting to Business Risk Committees,
the Non-Financial Risk Oversight Committee run by the second line, ERC and ROC.
We maintain a resilient infrastructure supported by robust systems, trained colleagues and
tested contingency arrangements. Policies and standards are in place to mitigate a wide
range of operational risks and capital is held in line with regulatory requirements to cover
severe yet plausible operational risk events. We have put in place detailed policies, standards
and controls to mitigate the operational risks to which we are exposed. These are designed
to both minimise impacts suffered in the normal course of business (expected losses) and to
avoid or reduce the likelihood of suffering a large extreme (or unexpected) loss.
Information security and cyber
Our risk appetite recognises that, given the nature of our operating model, cyber risk
cannot be fully eliminated. Our strategy is therefore focused on reducing the likelihood
of a cyber event and limiting its potential impact.
We maintain information security and cyber policies supported by industry standard controls.
During the year, we continued to strengthen key security capabilities including vulnerability
management, identity and access management, and endpoint detection. Penetration testing
and expert assessments have informed targeted enhancements, and we are investing further
in modern, scalable defences. We continue to embed advanced threat intelligence across
business and risk activities and seek to achieve cyber resilience by design for all critical
services, including those delivered through our supply chain.
Fraud
The Bank’s approach to managing fraud risk combines preventative and detective controls,
recognising the critical role of both colleagues and systems across our in person and
digital channels. We maintain fraud policies and standards, underpinned by procedural
guidance, role specific training, and system based controls designed to support colleagues
in preventing fraud at the point of contact.
We continue to enhance our detection capabilities through targeted investment in advanced
controls, including new tooling to profile inbound and outbound payments and the launch of
the Metro Bank Scam Checker (see page 44), an industry-leading, AI-driven scam detection
capability. These developments strengthen our ability to identify emerging threats, support
compliance with Authorised Push Payment (APP) reimbursement requirements, and ensure
customers receive appropriate protections and outcomes.
132
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Non-financial risks continued
Other operational risks
Technology and resilience
Our holistic approach to maintaining operational resilience continued to mature during
the year. Progress has been made in reducing reliance on end-of-life systems and in
strengthening resilience testing, while our strategic collaboration with Infosys continues to
support technology transformation. Well-established processes remain in place to identify
and address resilience concerns as they arise and resilience considerations are embedded
within technology change plans to ensure improvements are delivered in a controlled and
sustainable manner.
Third-party
We continue to strengthen our oversight of third-party and outsourcing arrangements, with
a focus on meeting regulatory expectations for material outsourcing. Material suppliers are
subject to enhanced due diligence, risk assessment and ongoing monitoring, including over
operational resilience, cyber and data controls, financial health and concentration risk.
Third-party dependencies are integrated into our operational resilience planning, including
impact tolerance assessments, continuity arrangements and exit strategy testing for
important business services. Oversight of strategic partnerships remains well established,
supported by our Supplier Risk team and a continued emphasis on resilience by design.
Change
Material change initiatives have been managed under refreshed policy and guidelines,
supported by embedded risk oversight. Maintaining robust risk practices across all change
activity is a priority, with an emphasis on resilience by design supported by governance
enhancements.
Data
Data governance and quality remain areas of focus, with it recognised that data is critical
to meeting strategic and regulatory objectives. Oversight mechanisms are in place,
including a Data Governance Council tasked with monitoring data management practices
and quality, in line with the requirements of the Bank’s data policies.
Artificial intelligence (AI)
During the year, the Bank strengthened its risk management framework to address AI risk
exposures by establishing clear policies, standards and governance processes for the review,
approval and oversight of AI use cases. A prudent, phased approach to deployment has been
maintained, with a particular emphasis on transparency, explainability, and ensuring human
oversight where appropriate. These controls are underpinned by continued investment in
model risk management, as well as a strong focus on safeguarding customer outcomes as
adoption scales.
Monitoring and reporting
Material operational risk events are identified, reviewed and escalated in line with criteria
set out in the Enterprise and Operational Risk Management Frameworks. Incidents and
losses are recorded and root-cause analysis is undertaken with action plans implemented
to prevent recurrence. Assurance reviews have been completed through the course of the
year with all findings addressed, and there is a continued focus on material controls per the
2024 UK Corporate Governance Code.
We conduct regular operational risk scenario workshops to identify severe yet plausible
events which could impact us. This enables us to quantify the potential losses that such
events could cause, act to hold sufficient capital against them, as well as highlighting
potential areas for ongoing enhancements to our operational risk capabilities.
Business Risk Committees manage operational risks at a local level, supported by
forums and working groups. Key risk indicators are in place to monitor our operational
risk exposures against stated risk appetite and these are reported to the Non-Financial
Risk Oversight Committee which further escalates to ERC and ROC where appropriate.
The Board, supported by ROC, receives scheduled first line updates on the Bank’s key
operational risk exposures, accompanied by second line oversight and opinion.
For our top operational risks, heightened monitoring and reporting has also been in place:
Information security and cyber
The Board, supported by the Risk Oversight Committee, receives regular updates on
the threat landscape and the Bank’s response through standing top risk reporting, risk
appetite monitoring and escalation, and scheduled deep dives from the Chief Information
Security Officer.
Specialist internal teams and external experts are engaged to periodically assess the
effectiveness of the Bank’s cyber security controls, and ongoing threat intelligence
is gathered to inform continuous improvement. This governance structure ensures
comprehensive visibility of cyber risk and supports the ongoing enhancement of our
control environment.
133
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Non-financial risks continued
Fraud
Standing top risk updates, accompanied by risk appetite monitoring and fraud
performance MI, have been provided to the Risk Oversight Committee throughout 2025.
Progress on strategic tooling enhancements has been overseen through established
Change and Transformation governance. Fraud incidents and losses are also monitored
by local Business Risk Committees, ensuring regular oversight by the Executive team.
Our APP fraud performance is publicly reported in line with Payment Systems Regulator
requirements and published on the Metro Bank website. We also actively participate in
industry groups to share intelligence on emerging fraud typologies and threats, supporting
continuous improvement of our control environment and customer protection.
Future focus
Our operational risk profile will remain under close and continuous management as we
look ahead. Priorities include:
• ongoing investment in our cyber control environment and continuing to work with
regulators to demonstrate the effectiveness of the Bank’s cyber risk framework
• ongoing enhancement of operational resilience capabilities, via scenario exercising, exit
testing and resolution of resilience control weaknesses as and when they are identified
• managing change risk effectively as part of technology transformation activities
• advancing data risk governance and third-party oversight to support resilience and
continued regulatory compliance.
Conduct risk
Risk definition
The risk that our behaviours or actions result in poor outcomes or detriment to customers
and/or undermine market integrity.
Risk appetite statement
We are built around a culture of supporting our customers, offering them a range of
relatively simple retail products. We have a low appetite for conduct risk and seek to
minimise risks which may result in poor outcomes or lead to customer detriment. Where
poor outcomes are identified they must be remediated effectively to minimise risk, prevent
recurrence, reduce customer harm, and reasonably avoid foreseeable harm.
Exposure and assessment
Conduct risk results from the provision of services and products to customers during
our normal business activities. We remain focused on meeting the requirements of the
Consumer Duty, which sets high standards for conduct and the delivery of good customer
outcomes. These standards align with our strategic objective to provide a human approach
to banking and we recognise the role we play in supporting customers, including those
with additional needs, those facing financial pressures, or those at risk of fraud.
Response
Conduct risk is managed across all three lines of defence through our Conduct Risk
Framework, which sets out our appetite, principles, and governance approach. During the
year, we:
• embedded Consumer Duty requirements, culminating in Board attestation of compliance
in July 2025
• enhanced our programme of outcomes testing, delivering improved management
information and more effective targeting of efforts
• strengthened complaints handling processes and improved efficiency through
a centralised operating model
• delivered improvements in fraud prevention, including new screening tools and scam-
checking services
• expanded support for vulnerable customers through specialist teams and enhanced
colleague training.
134
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Non-financial risks continued
Monitoring and reporting
Conduct risk is assessed using quantitative and qualitative measures, including Board-
approved risk appetite metrics for complaints, arrears, product performance, colleague
training and customer outcomes. Governance structures facilitate escalation of conduct
risks through ERC, ROC and the Board, supported by regular reporting on Consumer Duty
compliance and conduct themes. Through the year most indicators have remained stable
or improving but we continue to focus on complaints performance which can be impacted
by short-term headwinds following operational incidents.
Future focus
We will continue to strengthen our Conduct Risk Framework and governance, ensuring
products and services deliver good outcomes and meet regulatory expectations.
Priorities include:
• further enhancing our approach to Consumer Duty compliance through ongoing
product reviews and fair value assessments
• using management information to identify and manage potential customer harm,
refinement of our approach to quality assurance and further enhancement to our
product development and governance methodologies
• maintaining proactive engagement with regulators and embedding effective controls
across transformation activity.
Regulatory risk
Risk definition
The risk of regulatory sanction, financial loss and reputational damage as a result of failing
to comply with relevant regulatory requirements.
Risk appetite statement
We have a low appetite for regulatory risk and seek to minimise this by maintaining robust
systems and controls that are designed to meet existing regulatory requirements and to
ensure we comply with future changes to the regulatory landscape.
Exposure and assessment
We are exposed to regulatory risk arising from our normal day-to-day business activities,
as well as significant ongoing and new regulatory changes. Consumer and regulatory
expectations are high and the regulatory environment is quickly evolving, including in
response to external factors such as macroeconomic conditions, geopolitical change and
technological advances.
Response
We manage regulatory risk through a combination of clearly defined risk frameworks
covering our principal risks, a comprehensive set of risk appetite measures and limits,
and appropriate compliance policies and standards. We operate a risk-based assurance
programme designed to assess areas of the control framework underpinning regulatory
compliance, including oversight of key regulatory developments and proactive and
coordinated engagement with regulators.
We invest in and develop our core systems and controls to continue meeting existing
regulatory requirements and prepare for those that are new.
Key areas of focus in 2025 included:
• capital adequacy and management
• credit risk management and controls
• regulatory reporting
• financial crime and fraud
• cyber and operational resilience
• conduct including the Consumer Duty.
135
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Non-financial risks continued
Monitoring and reporting
Horizon scanning
Regulatory risk is measured on a quantitative and qualitative basis, which includes review
of top risks and issues under management against material regulatory initiatives and
our relationship with regulators, as well as a defined set of Board-approved risk appetite
metrics relating to our principal risks. This includes measures around major/critical
regulatory, financial crime and operational impacts, impairment provisioning, credit, model
and capital risk exposure, regulatory breaches, high risk assurance and audit findings,
incidents and implementation of material regulatory change.
We undertake ongoing horizon scanning to identify and address upcoming regulatory
change. As part of this process, we engage proactively with regulatory authorities as well
as industry bodies in respect of any proposed changes. Additionally, a clear governance
structure is in place which enables escalation of regulatory risks through to ERC, ROC and
the Board who, in turn, monitor and oversee our performance against risk appetite. We
periodically report on regulatory themes and key focus areas aligned to the regulator’s
strategic priorities, regulatory changes on the horizon and other developments in the
regulatory environment.
Future focus
We continue to place significant focus on overseeing and ensuring compliance with
regulatory requirements. We will proactively engage with regulators, industry bodies and
other stakeholders to help shape the regulatory agenda, provide feedback on proposed
reforms and continue to advocate for proportionate and pragmatic regulations that
support both innovation and growth, whilst protecting the integrity of the financial system.
Key areas of focus in 2025 will continue into 2026, alongside progress of significant
regulatory changes such as Basel 3.1.
Legal risk
Risk definition
The risk of loss, including to reputation, that can result from lack of awareness or
misunderstanding of, ambiguity in or reckless indifference to, the way the law applies
to the Directors, the business, and its relationships, processes, products and services.
Risk appetite statement
We have a low appetite for legal risk, limited to those events where there is a minimal
chance of material financial, reputational or commercial negative consequences.
Assessment and exposure
We are exposed to a range of legal risks in relation to our normal business activities.
These risks may arise from:
• defective contracts
• claims and litigation against us
• failure or inability to take appropriate measures to protect intellectual property
• failure to comply with specific legislation (e.g., Market Abuse).
Given the pervasive and fundamental nature of legal risk, rather than having a separate
framework, the methodology for the management of legal risk is set out in the Enterprise
Risk Management Framework with reporting to ERC and ROC.
Response
We minimise legal risk via a range of mitigants, including:
• in-house legal expertise, maintained via appropriate training and development and
specialist recruitment
• selective use of expert external legal advice via an approved panel of lawyers
• appropriate policy documentation and training related to specific legal requirements
• monthly reporting of metrics to measure compliance with our legal risk appetite.
Monitoring and reporting
A range of key risk indicators are used to measure our exposure to legal risk, including the
risk of defective contracts and claims made against us. Details of our material legal and
regulatory matters can be found in note 32 to the financial statements on page 190.
Future focus
We will continue to ensure that we work within legal parameters for all aspects of
our activities and measure performance against risk appetite. Legal risk exposures
and response will continue to be reported to ERC and ROC on a regular basis.
136
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Model risk
Risk definition
The risk of potential loss and regulatory non-compliance resulting from decisions that
could be principally based on the output of models, due to errors in the development,
implementation, or use of such models.
Risk appetite statement
We adopt a cautious appetite for risk due to errors in the development, implementation
or use of models, which we mitigate via effective governance over the specification and
design, implementation and running of our models and over model input data.
Exposure and assessment
We use models to support a broad range of business and risk management activities,
including informing business decisions and strategies, measuring and mitigating risk,
valuing exposures (including the calculation of impairment), conducting stress testing,
and assessing capital adequacy.
Model risk is assessed via our Model Risk Index and underlying key risk indicators, which
include monitoring of the materiality and complexity of our models.
Model risk remains stable, whilst closely managed, with ongoing enhancements to risk
governance, risk appetite metrics and scope having been implemented. This has, in turn,
helped to mitigate potential increased risk from the impacts and uncertainties arising from
macroeconomic challenges.
Response
The main mitigant to model risk is the robust governance process, including the Model
Risk Committee (MRC). Internal SME panels may also be convened to opine on contentious
issues. MRC monitors the effectiveness of the Model Risk Management Framework. This
includes a review of findings in relation to specific modelling processes, escalating to ERC
and ROC as appropriate.
We have in place a well-qualified independent model validation function that performs
model validations prior to model implementation, when a model is changed and on
a periodic basis.
Monitoring and reporting
Our Model Risk Management Framework sets out the roles and responsibilities of the
various stakeholders, underpinned by governance of model risk supported by model
development, monitoring, validation, implementation and risk appetite standards.
Exposure against the key risk indicators is reported to MRC, ERC and ROC on a monthly
basis and periodic, more detailed assessments are also reported through the risk
governance structure.
Future focus
We continue to enhance and evolve governance of model risk. Whilst we are a
standardised bank and do not need to comply by the regulatory deadline, we are working
towards complying with the principles of the Bank of England Supervisory Statement
SS1/23 ‘Model risk management principles for banks’.
Non-financial risks continued
137
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Non-financial risks continued
Strategic risk
Risk definition
The risk of having an insufficiently defined, flawed or poorly implemented strategy, a strategy
that does not adapt to political, environmental, business and other developments and/or
a strategy that does not meet the requirements and expectations of our stakeholders.
Risk appetite statement
We have not set a separate risk appetite for strategic risk and instead monitor it via
the full range of reporting under our governance structure and direct risk input into
the formulation of our strategy and Long Term Plan, including conducting a risk review
to support Board approval.
Exposure and assessment
2025 has been a year of growth and delivery. We are executing our strategy and delivering
for our customers and shareholders whilst building a Bank set up for sustained growth. As
detailed on pages 5 and 6 – Operating environment, the external environment in which we
operate remains complex, requiring agility, resilience and disciplined risk management.
Response
Strategic risk is considered in everything we do, as having a clear and successful strategy is key
to the Bank achieving its goals. The Board completes an annual review of the strategy and Long
Term Plan, supported by a risk assessment reviewed at ROC. Further detail on our responses to
key operating environment themes is set out on page 5 and 6 – Operating environment.
Monitoring and reporting
The Executive team and Board monitor strategic, including execution, risks, across all
business lines and transformation initiatives. We consider strategic risk when applying
the risk management framework, with ExCo oversight, challenge by the second line and
independent review by our Internal Audit function.
Strategic risk is also considered through the lens of our other principal risks, including
our most material risk exposures of credit, capital, financial crime, fraud and cyber, which
receive heightened oversight and reporting at ERC and ROC. In addition, the emerging,
including strategic, risks the Bank faces are assessed on at least a six-monthly basis. This
includes the governance of ESG-related matters, ongoing assessment of the geopolitical
and macroeconomic landscape in which we operate and our success in relation to
our competitors.
Future focus
Our established Enterprise Risk Management Framework is applied to oversee the Bank’s
evolving risk profile and we will act to ensure we operate inside our agreed risk appetite.
The Bank also continues to conduct horizon scanning against emerging risks with the
potential for a severe impact and will adjust its approach accordingly.
138
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Relationship Story – The Bridewell pub
The Bridewell, an award-winning pub in Liverpool, faced a huge challenge
when COVID forced them to close their doors but Liverpool Local
Business Manager Lisa called regularly to check if they needed anything.
“ The support we got from Metro Bank was fantastic and helped
us get through.” - Fiona Hornsby, The Bridewell pub owner.
Scan and click to view our case study
on The Bridewell Pub online at:
www.metrobankonline.co.uk/
business/customer-stories/metro-
bank-is-boss-for-women-in-business/
Financial statements
140 Independent auditors’ report to the members
of Metro Bank Holdings PLC
147 Consolidated income statement
148 Consolidated statement of
comprehensive income
149 Consolidated balance sheet
150 Consolidated statement of changes in equity
151 Consolidated cash flow statement
152 Notes to the consolidated financial statements
194 Company balance sheet
195 Company statement of changes in equity
196 Company cash flow statement
197 Notes to the company financial statements
139
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Independent auditors’ report to the members of Metro Bank Holdings PLC
Report on the audit of the financial statements
Opinion
In our opinion, Metro Bank Holdings PLC’s group financial statements and company financial
statements (the “financial statements”):
• give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December
2025 and of the group’s profit and the group’s and company’s cash flows for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards as
applied in accordance with the provisions of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts (the
“Annual Report”), which comprise:
• the Consolidated and Company balance sheets as at 31 December 2025;
• the Consolidated income statement; the Consolidated statement of comprehensive income; the
Consolidated and Company statements of changes in equity; the Consolidated and Company cash
flow statements for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information and other
explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’
responsibilities for the audit of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as
applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s
Ethical Standard were not provided.
Other than those disclosed in note 8, we have provided no non-audit services to the company or its
controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
• The scope of our audit and the nature, timing and extent of audit procedures performed were
determined by our risk assessment, the size and risk profile of reporting units, and other qualitative
factors (including history of misstatement through fraud or error).
• We performed audit procedures over components considered to be significant due to risk or size in
the context of the group (full scope audit) or in the context of individual primary statement account
balances (audit of specific account balances).
• We formed other procedures including analytical review procedures to mitigate the risk of material
misstatement in the balances not subject to our other audit procedures.
Key audit matters
• Determination of allowance for ECL on loans and advances to customers (group)
Materiality
• Overall group materiality: £14.5m (2024: £11.4m) based on approximately 1% of Total Equity.
• Overall company materiality: £14.1m (2024: £10m) based on approximately 1% of Total Equity
(2024: 0.9%).
• Performance materiality: £10.9m (2024: £8.5m) (group) and £10.6m (2024: £7.5m) (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most
significance in the audit of the financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including
those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team. These matters, and any comments we make on the
results of our procedures thereon, were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The recognition of a deferred tax asset (group), the carrying value of investment in subsidiary (parent)
and the carrying values of non-financial assets (group), which were key audit matters last year, are no
longer included because of the improved financial performance, healthy capital position, including
confirmation that the bank has been reclassified as a Transfer firm under the MREL regime effective
from 1 January 2026, and profitability of the group have reduced the level of estimation uncertainty and
audit effort required in these areas. Otherwise, the key audit matters below are consistent with last year.
140
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Key audit matter How our audit addressed the key audit matter
Determination of allowance for ECL on loans and advances to customers
(group)
Refer to page 108 (Risk report), Note 12: Loans and advances to customers and
Note 30: Expected credit losses.
The determination of the allowance for expected credit losses (ECL) involves
management judgement and is subject to a high degree of estimation uncertainty.
We performed a risk assessment to identify those assumptions with significant
levels of management judgement and for which variations had the most material
impact on ECL.
ECL provisions by their nature are uncertain, and plausible fluctuations in the
economy may impact the credit performance of the lending book. Assumptions
were made by management in determining economic scenarios and their
probability weightings based on information provided by a third party expert.
Management determines the amount of ECL through a number of complex
models. In addition, several post model adjustments are applied to address known
model limitations. These post model adjustments may incorporate significant
management judgement and may rely heavily on expert assessment. As at 31
December 2025, the largest and most judgemental post model adjustment is
Macro Correlation Uncertainty booked for commercial portfolio in response to
risk that commercial models may understate losses due to macro-relationships
and the growth in group’s commercial portfolio. Across the in-scope portfolios,
we identified heightened audit risk in determining the ECL for the following: Retail
Mortgages and Commercial (excluding government backed loans).
Our work focused on the following key assumptions and judgements:
• Forward-looking economic assumptions used in the models, and the weightings
selected by management;
• Judgements involved in calculating Macro Correlation Uncertainty post model
adjustment; and
• Judgements applied by management in estimating credit-impaired stage 3
individual impairment allowances, specifically in relation to the recoverability
of exposures.
We evaluated the design and implementation of key controls but did not test the operating effectiveness of controls
as we did not plan to rely on them. We performed a fully substantive audit.
We engaged the support of our credit modelling specialists and performed the following substantive audit
procedures in order to assess the performance, methodology and accuracy of the ECL models. We also assessed
the appropriateness of management’s key judgements and assumptions in the context of the current economic
environment and our wider industry experience.
Forward looking information and multiple economic scenarios
We used our economic analysis tool developed by our economic and modelling experts, supplemented by additional
analysis performed by our economic experts, utilising data from the Bank of England and independent consensus
forecasts. This tool, together with the additional expert analysis, assessed the reasonableness of management’s
economic scenarios and associated weightings, giving specific consideration to the current economic environment
and severity of forward-looking information. We also evaluated the competence, capabilities and objectivity of, and
the work performed by, management’s third-party expert.
Model methodology and post model adjustments
We critically assessed the methodology used in the in-scope impairment models and evaluated compliance with
IFRS 9 requirements. We also tested the key assumptions and judgements which comprise the PDs/LGDs/EADs
used in the calculation of provisions.
We tested the input of certain data elements into impairment models and management judgemental adjustments,
including credit reviews that determine credit risk ratings for commercial customers. Our credit modelling
specialists independently rebuilt the commercial loans and retail mortgages ECL models. This was performed using
management’s methodology and we compared the output to management’s modelled ECL output. For the other
in-scope portfolios our modelling specialists performed an independent code review to validate that the models
were implemented in line with the group’s methodology. Our credit modelling specialists also assessed the results of
model monitoring performed by management and independently re-performed the key tests.
We critically assessed and tested the judgemental Macro Correlation Uncertainty post model adjustment applied
by management to address the credit risk in the portfolio that was not reflected in modelled outputs. We evaluated
and challenged the methodology applied and the accuracy of application. We ran a series of independent scenarios
based on alternative assumptions and compared the results to the ECL results produced by management. We also
evaluated the results of model monitoring and benchmarking against industry data in assessing the reasonableness
of management’s assumptions.
Individually assessed credit-impaired stage 3 loans
For a sample of stage 3 credit-impaired loans, we critically evaluated the basis on which the allowance was
determined, and the evidence supporting the analysis performed by management. We also independently
challenged whether the key assumptions used, such as the recovery strategies and collateral valuations, and ranges
of potential outcomes, were appropriate given the borrowers’ circumstances.
Independent auditors’ report continued
141
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually
and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
Financial statements – group Financial statements – company
Overall materiality
£14.5m (2024: £11.4m). £14.1m (2024: £10m).
How we determined it
Approximately 1% of Total Equity
(2024: 1%)
Approximately 1% of Total Equity
(2024: 0.9%)
Rationale for benchmark applied
The group’s total equity is the
most appropriate benchmark as it
is linked to the level of regulatory
capital which is a key metric
for management and users of
the financial statements. It also
provides a stable benchmark.
The company’s total equity
has been used as the most
appropriate benchmark given
its primary purpose is to act
as a holding company, not to
generate operating profits and
therefore a profit-based measure
is not relevant.
For each component in the scope of our group audit, we allocated a materiality that is less than our
overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our audit and the nature and extent of
our testing of account balances, classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to
£10.9m (2024: £8.5m) for the group financial statements and £10.6m (2024: £7.5m) for the company
financial statements.
In determining the performance materiality, we considered a number of factors - the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded
that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during
our audit above £0.7m (group audit) (2024: £0.6m) and £0.7m (company audit) (2024: £0.5m) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial statements as a whole, taking into account the structure of the group and the
company, the accounting processes and controls, and the industry in which they operate.
We performed a risk assessment, giving consideration to relevant external and internal factors,
including climate change, economic risks, relevant accounting and regulatory developments, as well as
the group’s strategy. We also considered our knowledge and experience obtained in prior year audits
of the group. We continually assessed the risks and changed the scope of our audit where necessary.
As part of considering the impact of climate change in our risk assessment, we evaluated
management’s assessment of the impact of climate risk, which is set out on page 31 to 41, including
their conclusion that there is no material impact on the financial statements. In particular, we
considered management’s assessment of the impact on ECL on loans and advances to customers
within Metro Bank PLC, which we determined to be most likely to be impacted by climate risk.
Management’s assessment gave consideration to a number of matters, including the Biennial
Exploratory Scenario climate stress testing performed in 2021. As a result of their assessment, an
immaterial model overlay was recognised in 2021, and continues to be held as at 31 December 2025.
The group consists of four components. Components that were deemed significant due to their
financial reporting risk and/or relative financial significance in the context of the group’s consolidated
financial statements were designated as full scope components. We assessed the significance of
other components based on their impact on primary financial statement line items, the presence
of significant risks of material misstatement, and other qualitative factors, such as a history of
misstatements whether due to fraud or error.
In the context of our group audit, we conducted full scope audit procedures for Metro Bank Holdings
PLC (the company) and Metro Bank PLC. Additionally, we performed targeted audit procedures
on loans and advances to customers, as well as on the expected credit loss (ECL) on loans and
advances, for SME Asset Finance Limited and SME Invoice Finance Limited. The remaining balances
in our professional judgement did not present a reasonable risk of material misstatement, whether
individually or in aggregate, and were therefore excluded from further specific audit procedures. We
performed other audit procedures, including tests of information technology controls and group-level
analytical review procedures.
Independent auditors’ report continued
142
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Independent auditors’ report continued
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to
adopt the going concern basis of accounting included:
• Understanding the directors’ going concern assessment process, including the preparation
and approval of the budget. We obtained management’s Board approved forecast covering
the going concern period of assessment of 15 months from the date of authorisation of these
financial statements. We evaluated the forecasting method adopted by the directors in assessing
going concern;
• Evaluation of management’s financial and regulatory capital forecasts. We checked the
mathematical accuracy of the model and evaluated the key assumptions using our understanding
of the group and external evidence where appropriate. We used our Prudential Regulatory experts
to review the bank’s risk weighted assets and forecast capital requirement assumptions. We also
performed a comparison of the 2025 budget and the actual results to assess the accuracy of the
budgeting process;
• Evaluation of the appropriateness of management’s severe but plausible scenarios using our
understanding of the group and the external environment. We considered the mitigating actions that
management identified, including the reduction of costs and slowing down the origination of new loans
and advances, and assessed whether these were in the control of management and possible in the
going concern period of assessment;
• Reviewing management’s stress testing of liquidity and evaluation of the impact on liquidity of past
stress events. We substantiated the liquid resources held, and liquidity facilities available to the
group, for example, with the Bank of England;
• Reviewing correspondence between the bank and its regulators. We met with the PRA during the
audit and understood the PRA’s perspectives on the bank’s risks and its capital and liquidity position;
and
• Assessing the adequacy of disclosures in the Going Concern statement in note 1 of the
Consolidated and Company Financial Statements and within the Viability statement and going
concern section on pages 46 to 47 and found that these appropriately reflect the key areas of
uncertainty identified.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group’s and the
company’s ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a
guarantee as to the group’s and the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’ statement in
the financial statements about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial
statements and our auditors’ report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If
we identify an apparent material inconsistency or material misstatement, we are required to perform
procedures to conclude whether there is a material misstatement of the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the disclosures
required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to
report certain opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit, the information given in the
Strategic report and Directors’ report for the year ended 31 December 2025 is consistent with the
financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the Strategic
report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Annual Report on remuneration to be audited has been properly
prepared in accordance with the Companies Act 2006.
143
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-
term viability and that part of the corporate governance statement relating to the company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review. Our
additional responsibilities with respect to the corporate governance statement as other information
are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial statements
and our knowledge obtained during the audit, and we have nothing material to add or draw attention
to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in
place to identify emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate
to adopt the going concern basis of accounting in preparing them, and their identification of any
material uncertainties to the group’s and company’s ability to continue to do so over a period of at
least twelve months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the group’s and company’s prospects, the
period this assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the company
will be able to continue in operation and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention to any necessary qualifications
or assumptions.
Independent auditors’ report continued
Our review of the directors’ statement regarding the longer-term viability of the group and company
was substantially less in scope than an audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that the statement is in alignment with the
relevant provisions of the UK Corporate Governance Code; and considering whether the statement
is consistent with the financial statements and our knowledge and understanding of the group and
company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the group’s and
company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management
and internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
• We have nothing to report in respect of our responsibility to report when the directors’ statement
relating to the company’s compliance with the Code does not properly disclose a departure from a
relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors’ responsibilities in respect of the financial statements, the
directors are responsible for the preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a true and fair view. The directors are
also responsible for such internal control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and
the company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
144
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-
compliance with laws and regulations related to the Financial Conduct Authority (FCA) and Prudential
Regulatory Authority (PRA), and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those laws and regulations that have
a direct impact on the financial statements such as UK tax legislation and the Companies Act 2006.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were
related to posting manual journal entries to manipulate financial performance and management bias in
accounting estimates. Audit procedures performed by the engagement team included:
• Enquiries of the Audit Committee, management, internal audit and the group’s legal counsel,
including consideration of known or suspected instances of non-compliance with laws and
regulation and fraud;
• Evaluation of the design and implementation of controls designed to prevent and detect
irregularities relevant to financial reporting;
• Reviewing key correspondence and holding discussions with the FCA and the PRA, in relation to the
group’s compliance with banking regulations;
• Incorporating unpredictability into the nature, timing and extent of our testing;
• Challenging assumptions and judgements made by management in respect of the determination
of the allowance for expected credit losses on loans and advances to customers and the carrying
value of the investment in subsidiary (see related key audit matters);
• Identifying and testing journal entries including those posted by infrequent or unexpected users,
posted to certain account combinations and those posted late in the financial reporting process;
and
• Identifying and testing significant and unusual transactions and material non-recurring items such
as impairments and write-offs.
Independent auditors’ report continued
There are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances of non-compliance with laws and regulations that are not closely related to
events and transactions reflected in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
Our audit testing might include testing complete populations of certain transactions and balances,
possibly using data auditing techniques. However, it typically involves selecting a limited number of
items for testing, rather than testing complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to
enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a
body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose.
We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns adequate for our audit
have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements and the part of the Annual Report on remuneration to be audited
are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
145
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Appointment
Following the recommendation of the Audit Committee, we were appointed by the directors on 25
April 2023 to audit the financial statements for the year ended 31 December 2023 and subsequent
financial periods. The period of total uninterrupted engagement is 3 years, covering the years ended
31 December 2023 to 31 December 2025 .
Metro Bank Holdings PLC is the parent of Metro Bank PLC which we have audited since the year
ended 31 December 2010 with the period of total uninterrupted engagement being 16 years, covering
the years ended 31 December 2010 to 31 December 2025.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency
Rules to include these financial statements in an annual financial report prepared under the structured
digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the
Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured
digital format annual financial report has been prepared in accordance with those requirements.
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
15 April 2026
Independent auditors’ report continued
146
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Consolidated income statement
For the year ended 31 December 2025
| Years ended 31 December | |||
| 2025 | 2024 | ||
| Notes | £’million | £’million | |
Interest income | 2 | ||
Interest expense | 2 | ( | ( |
Net interest income | |||
Fee and commission income | 3 | ||
Fee and commission expense | 3 | ( | ( |
Net fee and commission income | |||
Net gain/(loss) on sale of assets | 4 | ( | |
Other income | 5 | ||
Total income | |||
General operating expenses | 6 | ( | ( |
Depreciation and amortisation | 14,15 | ( | ( |
Impairment and write-offs of property, plant, equipment and intangible assets | 14,15 | ( | ( |
Total operating expenses | ( | ( | |
Expected credit loss expense | 30 | ( | ( |
Profit/(loss) before tax | ( | ||
Taxation | 9 | ( | |
Profit for the year | |||
Profit attributable to ordinary shareholders | |||
Profit attributable to other equity holders | |||
Profit for the year |
The accompanying notes on pages 152 to 193 form an integral part of these financial statements.
147
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Consolidated statement of comprehensive income
For the year ended 31 December 2025
| Years ended 31 December | |||
| 2025 | 2024 | ||
| Notes | £’million | £’million | |
Profit for the year | |||
| Other comprehensive income for the year | |||
| Items which will be reclassified subsequently to profit or loss: | |||
| Movement in respect of investment securities held at FVOCI (net of tax): | |||
- changes in fair value | 28 | ||
Total other comprehensive income | |||
Total comprehensive income for the year | |||
Total comprehensive income attributable to ordinary shareholders | |||
Total comprehensive income attributable to other equity holders | |||
Total comprehensive income for the year | |||
| Earnings per share | |||
Basic (pence) | 36 | ||
Diluted (pence) | 36 |
The accompanying notes on pages 152 to 193 form an integral part of these financial statements.
148
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Consolidated balance sheet
As at 31 December 2025
| Years ended 31 December | |||
| 2025 | 2024 | ||
| Notes | £’million | £’million | |
| Assets | |||
Cash and balances with other banks | 11 | ||
Loans and advances to customers | 12 | ||
Investment securities held at FVOCI | 13 | ||
Investment securities held at amortised cost | 13 | ||
Derivative financial assets (net) | 21 | ||
Property, plant and equipment | 14 | ||
Intangible assets | 15 | ||
Prepayments and accrued income | 16 | ||
Deferred tax assets (net) | 9 | ||
Other assets | 17 | ||
Total assets | |||
| Liabilities | |||
Deposits from customers | 18 | ||
Deposits from central banks | 19 | ||
Debt securities | 20 | ||
Repurchase agreements | 33 | ||
Derivative financial liabilities | 21 | ||
Lease liabilities | 22 | ||
Deferred grants | 23 | ||
Provisions | 24 | ||
Other liabilities | 25 | ||
Total liabilities | |||
| Equity | |||
Called up share capital and share premium | 26 | ||
Retained earnings | 27 | ||
Other equity instruments | 26 | ||
Other reserves | 28 | ||
Total equity | |||
Total equity and liabilities |
149
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Consolidated statement of changes in equity
For the year ended 31 December 2025
| Called-up share | Share | ||||||
| capital and | Merger | Retained | FVOCI | option | Other equity | Total | |
| share premium | reserve | earnings | reserve | reserve | instruments | equity | |
| £’million | £’million | £’million | £’million | £’million | £’million | £’million | |
Balance as at 1 January 2025 | ( | ||||||
Profit for the year | |||||||
Other comprehensive income (net of tax) relating to investment securities designated at fair value through other comprehensive income | |||||||
Total comprehensive income | |||||||
Issuance of shares under existing employee schemes | ( | ||||||
Issuance of other equity instruments (net of costs) | |||||||
Equity-settled share-based payment charges | |||||||
Distributions on other equity instruments | ( | ( | |||||
Other movements in share option charges 1 | ( | ||||||
Balance as at 31 December 2025 | ( | ||||||
Balance as at 1 January 2024 | ( | ||||||
Profit for the year | |||||||
Other comprehensive income (net of tax) relating to investment securities designated at fair value through other comprehensive income | |||||||
Total comprehensive income | |||||||
Issuance of shares under existing employee schemes | |||||||
Issuance of other equity instruments | |||||||
Equity-settled share-based payment charges | |||||||
Distributions on other equity instruments | |||||||
Other movements in share option charges 1 | ( | ||||||
Balance as at 31 December 2024 | ( |
Notes 26 27 28 28 26
1. Includes lapsed and expired share options.
The accompanying notes on pages 152 to 193 form an integral part of these financial statements.
150
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Consolidated cash flow statement
For the year ended 31 December 2025
| Years ended 31 December | |||
| 2025 | 2024 | ||
| Notes | £’million | £’million | |
| Reconciliation of profit/(loss) before tax to net cash flows from operating activities: | |||
Profit/(loss) before tax | ( | ||
Non-cash items | 37 | ( | ( |
Interest received | |||
Interest paid | ( | ( | |
Changes in other operating assets | |||
Changes in other operating liabilities | ( | ( | |
Net cash (outflows) from operating activities | ( | ( | |
| Cash flows from investing activities | |||
Sales, redemptions and maturities of investment securities | |||
Purchase of investment securities | ( | ( | |
Purchase of property, plant and equipment | 14 | ( | ( |
Purchase and development of intangible assets | 15 | ( | ( |
Net cash inflows from investing activities | |||
| Cash flows from financing activities | |||
Repayment of capital elements of leases | 22 | ( | ( |
Issuance of shares and other equity instruments (net of costs) | 26 | ||
Distributions on other equity instruments | 26 | ( | |
Net cash inflows/(outflows) from financing activities | ( | ||
Net (decrease) in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at start of year | 11 | ||
Cash and cash equivalents at end of year | 11 |
The accompanying notes on pages 152 to 193 form an integral part of these financial statements.
151
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements
1. Basis of preparation and material accounting policies
This section sets out the Group’s (‘our’ or ‘we’) accounting policies which relate to the
financial statements as a whole. Where an accounting policy relates specifically to a
note then the related accounting policy is set out within that note. All policies have been
consistently applied to all the years presented unless stated otherwise.
152
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
1. Basis of preparation and material accounting policies continued
Area | Estimates | Judgements | Further details |
Measurement of ECL | Multiple forward- | Significant increase in credit risk | Note 30 |
| looking scenarios | |||
| Use of MOs and PMAs |
153
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
2. Net interest income continued
| 2025 | 2024 | |
| £’million | £’million | |
Cash and balances held with other banks | 93.8 | 193.1 |
Loans and advances to customers | 507.9 | 586.2 |
Investment securities held at amortised cost | 113.4 | 126.1 |
Investment securities held at FVOCI | 3.9 | 18.3 |
Interest expense calculated using the effective interest rate method | 719.0 | 923.7 |
Derivatives in a hedging relationship | 6.4 | 11.7 |
Total interest income | 725.4 | 935.4 |
| 2025 | 2024 | |
| £’million | £’million | |
Deposits from customers | 143.2 | 303.6 |
Deposits from central banks | 17.0 | 124.2 |
Debt securities | 85.0 | 84.8 |
Lease liabilities | 10.5 | 12.4 |
Repurchase agreements | 7.6 | 26.5 |
Interest expense calculated using the effective interest rate method | 263.3 | 551.5 |
Derivatives in a hedging relationship | 1.8 | 6.0 |
Total interest expense | 265.1 | 557.5 |
Product and service | Nature, timing and satisfaction of performance obligations and payment terms |
| Service charges and other | We levy a range of standard charges and fees for account |
| fee income | maintenance or specific account services. Where the fee is earned |
| upon the execution of a significant act at a point in time, for example | |
| CHAPS payment charges, these are recognised as revenue when the | |
| act is completed for the customer. Where the income is earned from | |
| the provision of services, for example an account maintenance fee, | |
| this is recognised as revenue when the service is delivered. | |
| Safe deposit box | Revenue is recognised over the period the customer has access to |
| the box from the date income possession is taken. Safe deposit box | |
| fees are billed on either a monthly or annual basis with a standard | |
| set price payable dependent on the size of box. | |
| ATM and interchange fees | Where we earn fees from our ATMs or from interchange this is |
| recognised at the point the service is delivered. |
| 2025 | 2024 | |
| £’million | £’million | |
Service charges and other fee income | 38.3 | 38.6 |
Safe deposit box income | 20.1 | 19.0 |
ATM and interchange fees | 38.3 | 40.4 |
Fee and commission income | 96.7 | 98.0 |
Fee and commission expense | (5.6) | (4.8) |
Total net fee and commission income | 91.1 | 93.2 |
154
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
4. Net gain/(loss) on sale of assets
| 2025 | 2024 | |
| £’million | £’million | |
Loan portfolios | 5.2 | (101.4) |
Total gain/(loss) on sale of assets | 5.2 | (101.4) |
Loan portfolio sales
The gain on sale relates to the sale of the £584 million unsecured personal loan portfolio. Metro
Bank completed the sale on 31 March 2025. We will continue to the service the loans under the
existing contractual obligation.
Product or service | Nature, timing and satisfaction of performance obligations and payment terms |
| Foreign currency | Gains on foreign currency transactions is the spread earned on |
| transactions | foreign currency transactions performed for our customers along |
| with any associated fees. It is recognised at the point in time that | |
| the exchange is executed. | |
Rental income | Rental income is primarily earned from the letting out of surplus |
| space in some of our properties. The revenue is recognised on | |
| a straight-line basis over the life of the lease. | |
Deferred grant income | Deferred grant income relates to amounts recognised in relation |
| to the amounts drawn down against the Capability and Innovation | |
| Fund award (further details of which can be found in note 23). | |
| Income is recognised in line with the delivery of the commitments | |
| we agreed to as part of the bid. | |
Gains on lease modification | A gain on lease modification occurs under IFRS 16 when a lease |
| is modified, resulting in a decrease in the lease liability that | |
| exceeds the reduction in the right-of-use (ROU) asset. This gain | |
| is recognised immediately in the profit or loss statement. | |
Other income | Other income primarily consists of hedge ineffectiveness, foreign |
| currency differences arising on translation of movements in | |
| financial assets held at fair value through profit and loss. |
| 2025 | 2024 | |
| £’million | £’million | |
Foreign currency transactions | 27.0 | 29.7 |
Rental income | 0.8 | 1.3 |
Deferred grant income | 2.8 | 3.4 |
Gain on lease modification | 5.0 | – |
Other income | 1.1 | 1.2 |
Total other income | 36.7 | 35.6 |
| 2025 | 2024 | |
| £’million | £’million | |
People costs (note 7) | 197.8 | 209.6 |
Information technology costs | 56.4 | 60.1 |
Occupancy costs | 30.2 | 30.9 |
Money transmission and other banking-related costs | 43.2 | 49.3 |
Transformation costs | 14.4 | 31.1 |
Remediation costs | 1.2 | 21.3 |
Capability and Innovation Fund (C&I) costs 1 | 2.7 | 3.4 |
Legal and regulatory fees | 9.2 | 9.0 |
Professional fees 2 | 35.4 | 27.7 |
Printing, postage and stationery costs | 5.5 | 7.5 |
Travel costs | 1.5 | 1.4 |
Marketing costs | 6.7 | 9.4 |
Other | 25.2 | 28.3 |
Total general operating expenses | 429.4 | 489.0 |
155
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
6. General operating expenses continued
7. People costs
| 2025 | 2024 | |
| £’million | £’million | |
Wages and salaries 1 | 162.2 | 174.0 |
Social security costs 1 | 22.0 | 20.7 |
Pension costs 1 | 10.9 | 12.9 |
Equity-settled share-based payments | 2.7 | 2.0 |
Total people costs | 197.8 | 209.6 |
1. Amounts are net of people costs which are capitalised as well as those relating to C&I (see note 23) as these costs
will be offset against the C&I grant income in note 5. Amounts are also net of people cost relating to restructure.
Most of the cost was provided for in 2024, and details of provision and drawdown can be found in note 24.
The average monthly number of persons employed during the year was 2,859 (2024: 3,455).
2025 | 2024 | |
Customer-facing | 1,222 | 1,437 |
Non-customer-facing | 1,637 | 2,018 |
Total number of persons employed | 2,859 | 3,455 |
Pension costs
We operate a defined contribution pension scheme for our colleagues. Contributions to
colleagues’ individual personal pension plans are made on a contractual basis, with no
further payment obligations once the contributions have been paid. These contributions
are recognised as an expense when they fall due.
Payments were made amounting to £11.5 million (2024: £13.7 million) to colleagues’ individual
personal pension plans during the year. This includes pension contributions that were
capitalised as well as those relating to colleagues working on C&I which are not included
in the figures above.
| 2025 | 2024 | |
| Group | £’thousand | £’thousand |
Audit of the Consolidated and Company financial statements | 108 | 105 |
Audit of the financial statements of the Company’s subsidiaries | 2,451 | 2,783 |
Audit-related assurance services | 151 | 162 |
Other assurance services | 160 | – |
Total fees payable to the Group’s auditors | 2,870 | 3,050 |
156
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
| 2025 | 2024 | |
| Group | £’million | £’million |
| Current tax | ||
Current tax | (9.2) | – |
Adjustment in respect of prior years | – | – |
Total current tax (expense) | (9.2) | – |
| Deferred tax | ||
Origination and reversal of temporary differences | (12.4) | 254.1 |
Effect of changes in tax rates | – | – |
Adjustment in respect of prior years | 4.1 | 0.5 |
Total deferred tax (expense)/credit | (8.3) | 254.6 |
Total tax (expense)/credit | (17.5) | 254.6 |
157
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
9. Taxation continued
| Effective | Effective | |||
| 2025 | tax rate | 2024 | tax rate | |
| Group | £’million | % | £’million | % |
Accounting profit/(loss) before tax | 87.2 | – | (212.1) | – |
Tax (expense)/credit at statutory corporation tax rate of 25% | (21.8) | 25.0% | 53.0 | 25.0% |
| Tax effects of: | ||||
Non-deductible expenses – depreciation on non-qualifying fixed assets | (3.0) | 3.4% | (3.0) | (1.4%) |
Non-deductible expenses – other | (0.1) | 0.1% | (7.7) | (3.6%) |
AT1 interest | 4.3 | (4.9%) | – | – |
Share-based payments | (1.0) | 1.1% | (0.2) | (0.1%) |
Adjustment in respect of prior years | 4.1 | (4.7%) | 0.6 | 0.3% |
Movement in recognised DTA for unused tax losses | – | – | 211.9 | 99.9% |
Tax (expense)/credit reported in the consolidated income statement | (17.5) | 20.2% | 254.6 | 120.0% |
158
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
9. Taxation continued
31 December 2025 | 31 December 2024 | |||||||||||
| Investment | Investment | |||||||||||
| securities | Share- | Property, | securities | Share- | Property, | |||||||
| Unused | and | based | plant and | Intangible | Unused | and | based | plant and | Intangible | |||
| tax losses | impairments | payments | equipment | assets | Total | tax losses | impairments | payments | equipment | assets | Total | |
| £’million | £’million | £’million | £’million | £’million | £’million | £’million | £’million | £’million | £’million | £’million | £’million | |
Deferred tax assets | 259 | 1 | – | – | – | 260 | 269 | 1 | 1 | – | – | 271 |
Deferred tax liabilities | – | 1 | – | (30) | (1) | (30) | – | 3 | – | (31) | (3) | (31) |
Deferred tax assets (net) | 259 | 2 | – | (30) | (1) | 230 | 269 | 4 | 1 | (31) | (3) | 240 |
At 1 January | 269 | 4 | 1 | (31) | (3) | 240 | 14 | 6 | 1 | (29) | (5) | (13) |
Prior year movement | – | – | – | 2 | 2 | 4 | (1) | (1) | – | – | 1 | (1) |
Income statement | (10) | (1) | (1) | (1) | – | (13) | 256 | – | – | (2) | 1 | 255 |
Other comprehensive income | – | (1) | – | – | – | (1) | – | (1) | – | – | – | (1) |
Equity | – | – | – | – | – | – | – | – | – | – | – | – |
At 31 December | 259 | 2 | – | (30) | (1) | 230 | 269 | 4 | 1 | (31) | (3) | 240 |
159
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
| 31 December 2025 | ||||
| Fair value | Fair value | |||
| through | through other | |||
| profit and | comprehensive | Amortised | ||
| loss | income | cost | Total | |
| £’million | £’million | £’million | £’million | |
| Assets | ||||
Loans and advances to customers | – | – | 8,823 | 8,823 |
Investment securities | – | 218 | 3,942 | 4,160 |
Derivative financial assets | 23 | – | – | 23 |
| Liabilities | ||||
Deposits from customers | – | – | 13,445 | 13,445 |
Deposits from central banks | – | – | 400 | 400 |
Debt securities | – | – | 684 | 684 |
Derivative financial liabilities | – | – | – | – |
Repurchase agreements | – | – | 73 | 73 |
| 31 December 2024 | ||||
| Fair value | Fair value | |||
| through | through other | |||
| profit and | comprehensive | Amortised | ||
| loss | income | cost | Total | |
| £’million | £’million | £’million | £’million | |
| Assets | ||||
Loans and advances to customers | – | – | 9,013 | 9,013 |
Investment securities | – | 377 | 4,113 | 4,490 |
Derivative financial assets | 16 | – | – | 16 |
| Liabilities | ||||
Deposits from customers | – | – | 14,458 | 14,458 |
Deposits from central banks | – | – | 400 | 400 |
Debt securities | – | – | 675 | 675 |
Derivative financial liabilities | 1 | – | – | 1 |
Repurchase agreements | – | – | 391 | 391 |
160
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
10. Financial instruments continued
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Unrestricted balances with the Bank of England | 1,979 | 2,585 |
Cash and unrestricted balances with other banks | 107 | 111 |
Money market placements | 99 | 115 |
Total cash and balances with other banks | 2,185 | 2,811 |
12. Loans and advances to customers
31 December 2025 | 31 December 2024 | |||||
| Gross | Net | Gross | Net | |||
| carrying | ECL | carrying | carrying | ECL | carrying | |
| amount | allowance | amount | amount | allowance | amount | |
| £’million | £’million | £’million | £’million | £’million | £’million | |
Consumer lending | 114 | (67) | 47 | 745 | (108) | 637 |
Retail mortgages | 4,940 | (16) | 4,924 | 5,145 | (15) | 5,130 |
| Corporate and commercial | ||||||
lending | 3,939 | (87) | 3,852 | 3,314 | (68) | 3,246 |
| Total loans and advances | ||||||
to customers | 8,993 | (170) | 8,823 | 9,204 | (191) | 9,013 |
Further information on the movements in gross carrying amounts and ECL can be found
in note 30.
161
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
12. Loans and advances to customers continued
An analysis of the gross loans and advances by product category is set out below:
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Overdrafts | 33 | 39 |
Credit cards | 13 | 20 |
Term loans | 63 | 679 |
Consumer auto finance | 5 | 7 |
Total consumer lending | 114 | 745 |
Residential owner occupied | 3,500 | 3,692 |
Retail buy-to-let | 1,440 | 1,453 |
Total retail mortgages | 4,940 | 5,145 |
Total retail lending | 5,054 | 5,890 |
Professional buy-to-let | 177 | 283 |
Bounce back loans | 185 | 346 |
Coronavirus business interruption loans | 18 | 47 |
Recovery Loan Scheme 1 | 166 | 260 |
Core corporate and commercial lending | 2,363 | 1,599 |
Corporate and commercial term loans | 2,909 | 2,535 |
Overdrafts and revolving credit facilities | 221 | 220 |
Credit cards | 10 | 7 |
SME Asset Finance Ltd and SME Invoice Finance Ltd | 799 | 552 |
Total corporate and commercial lending | 3,939 | 3,314 |
Gross loans and advances to customers | 8,993 | 9,204 |
1. Recovery Loan Scheme (RLS) includes £28 million acquired from third parties under forward flow arrangements
(31 December 2024: £45 million). The loans are held in a trust arrangement in which we hold 99% of the beneficial
interest, with the issuer retaining the remaining 1% (the trust retains the legal title loans).
| 2025 | 2024 | |
| £’million | £’million | |
Fair value through other comprehensive income | 218 | 377 |
Amortised cost | 3,942 | 4,113 |
Total investment securities | 4,160 | 4,490 |
162
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
13. Investment securities continued
Fair value through other comprehensive income
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Sovereign bonds | 62 | 149 |
Covered bonds | 31 | 83 |
Multi-lateral development bank bonds | 125 | 145 |
Total investment securities held at FVOCI | 218 | 377 |
Amortised cost
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Sovereign bonds | 982 | 875 |
Residential mortgage-backed securities | 935 | 876 |
Covered bonds | 438 | 478 |
Multi-lateral development bank bonds | 1,273 | 1,576 |
Asset backed securities | 314 | 308 |
Total investment securities held at amortised cost | 3,942 | 4,113 |
Leasehold improvements | Lower of the remaining life of the lease or the useful life of the asset |
Freehold land | Not depreciated |
Buildings | Up to 50 years |
Fixtures, fittings and equipment | 5 years |
IT hardware | 3 to 5 years |
163
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
14. Property, plant and equipment continued
| 2025 | |||||||
| Freehold | Fixtures, | ||||||
| Investment | Leasehold | land and | fittings and | IT | |||
| property | improvements | buildings | equipment | hardware | RoU assets | Total | |
| £’million | £’million | £’million | £’million | £’million | £’million | £’million | |
| Cost | |||||||
1 January 2025 | 12 | 244 | 436 | 23 | 12 | 255 | 982 |
Additions | – | 3 | 27 | – | 3 | 1 | 34 |
Disposals | (2) | (4) | – | – | – | (39) | (45) |
Write-offs | (1) | – | – | – | – | – | (1) |
Transfers | – | (6) | 6 | – | – | – | – |
31 December 2025 | 9 | 237 | 469 | 23 | 15 | 217 | 970 |
| Accumulated | |||||||
| depreciation | |||||||
1 January 2025 | 8 | 81 | 57 | 22 | 8 | 95 | 271 |
Charge for the year | – | 16 | 2 | – | 3 | 10 | 31 |
Disposals | (2) | – | – | – | – | (35) | (37) |
Transfers | – | (2) | 2 | – | – | – | – |
31 December 2025 | 6 | 95 | 61 | 22 | 11 | 70 | 265 |
Net book value | 3 | 142 | 408 | 1 | 4 | 147 | 705 |
| 2024 | |||||||
| Freehold | Fixtures, | ||||||
| Investment | Leasehold | land and | fittings and | IT | |||
| property | improvements | buildings | equipment | hardware | RoU assets | Total | |
| £’million | £’million | £’million | £’million | £’million | £’million | £’million | |
| Cost | |||||||
1 January 2024 | 12 | 256 | 386 | 23 | 10 | 279 | 966 |
Additions | – | 1 | 37 | – | 2 | 1 | 41 |
Disposals | – | – | – | – | – | (25) | (25) |
Transfers | – | (13) | 13 | – | – | – | – |
31 December 2024 | 12 | 244 | 436 | 23 | 12 | 255 | 982 |
| Accumulated | |||||||
| depreciation | |||||||
1 January 2024 | 8 | 79 | 42 | 21 | 4 | 89 | 243 |
Charge for the year | – | 5 | 12 | 1 | 4 | 12 | 34 |
Impairments | – | – | – | – | – | 1 | 1 |
Disposals | – | – | – | – | – | (7) | (7) |
Transfers | – | (3) | 3 | – | – | – | – |
31 December 2024 | 8 | 81 | 57 | 22 | 8 | 95 | 271 |
Net book value | 4 | 163 | 379 | 1 | 4 | 160 | 711 |
164
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
Core banking software 1 | up to 20 years |
Other banking software | 3 to 10 years |
Software licences | licence period |
Brands | 5 years |
Customer contracts | 10 years |
| 2025 | ||||
| Goodwill | Brands | Software | Total | |
| £’million | £’million | £’million | £’million | |
| Cost | ||||
1 January 2025 | 10 | 2 | 289 | 301 |
Additions | – | – | 48 | 48 |
Write-offs | – | – | – | – |
Deferred grant (see note 23) | – | – | – | – |
31 December 2025 | 10 | 2 | 337 | 349 |
| Accumulated amortisation | ||||
1 January 2025 | – | 1 | 174 | 175 |
Charge for the year | – | – | 31 | 31 |
Impairments | – | – | – | – |
Write-offs | – | – | – | – |
31 December 2025 | – | 1 | 205 | 206 |
Net book value | 10 | 1 | 132 | 143 |
165
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
15. Intangible assets continued
| 2024 | ||||
| Goodwill | Brands | Software | Total | |
| £’million | £’million | £’million | £’million | |
| Cost | ||||
1 January 2024 | 10 | 2 | 355 | 367 |
Additions | – | – | 19 | 19 |
Write-offs | – | – | (85) | (85) |
31 December 2024 | 10 | 2 | 289 | 301 |
| Accumulated amortisation | ||||
1 January 2024 | – | 1 | 173 | 174 |
Charge for the year | – | – | 43 | 43 |
| Impairments | ||||
Write-offs | – | – | (42) | (42) |
31 December 2024 | – | 1 | 174 | 175 |
Net book value | 10 | 1 | 115 | 126 |
| 2025 | |
| £’million | |
Asset and invoice financing | 4 |
Retail bank | 6 |
Tota l | 10 |
166
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
16. Prepayments and accrued income
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Prepayments | 33 | 36 |
Accrued income 1 | 48 | 56 |
VAT receivable | – | 1 |
Total prepayments and accrued income | 81 | 93 |
Current portion | 81 | 93 |
Non-current portion | – | – |
1. Includes accrued interest receivable.
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Cash pledged as collateral | 84 | 53 |
Amounts owed by Group undertaking | – | 1 |
Other 1 | 41 | 28 |
Total other assets | 125 | 82 |
Current portion | 59 | 27 |
Non-current portion | 66 | 55 |
18. Deposits from customers
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Deposits from retail customers | 6,597 | 7,753 |
Deposits from corporate and commercial customers | 6,848 | 6,705 |
Total deposits from customers | 13,445 | 14,458 |
The total deposits from customers as at 31 December 2025 consisted of 49% from retail
customers (31 December 2024: 54%) and 51% from corporate and commercial customers
(31 December 2024: 46%).
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Demand: current accounts | 5,862 | 5,791 |
Demand: savings accounts | 6,901 | 7,534 |
Fixed-term savings accounts | 682 | 1,133 |
Total deposits from customers | 13,445 | 14,458 |
As at 31 December 2025, 44% of deposits from customer consisted of instant access
current accounts (31 December 2024: 40%). Fixed-term saving accounts made up 5%
of balances (31 December 2024: 8%).
19. Deposits from central banks
Deposits from central banks consist solely of amounts drawn down under the Bank
of England’s Term Funding Scheme with additional incentives for SMEs (TFSME).
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Amounts drawn down under TFSME | 400 | 400 |
Deposits from central banks | 400 | 400 |
The remaining drawdowns of £400 million will mature in 2031.
167
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
| Amount | ||||||
| issued | Coupon | Maturity | ||||
Name | Issue date | Currency | £’million | rate | Call date | date |
| Fixed Rate Reset Callable | ||||||
Subordinated Notes | 30/11/2023 | GBP | 525 | 12.00% | 30/04/28 | 30/04/29 |
| Fixed Rate Reset Senior | ||||||
Non-Preferred Notes | 30/11/2023 | GBP | 150 | 14.00% | 30/04/29 | 30/04/34 |
| 2025 | 2024 | |
| £’million | £’million | |
1 January | 675 | 694 |
Issuances | – | – |
Costs associated with issuance | – | – |
Movements in micro hedging | 8 | (20) |
Unwind of issuance costs | 1 | 1 |
31 December | 684 | 675 |
168
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
21. Derivatives continued
31 December 2025 | 31 December 2024 | |||||
| Fair Value | Fair Value | |||||
| Notional | Asset | Liability | Notional | Asset | Liability | |
| Group and Company | £’million | £’million | £’million | £’million | £’million | £’million |
Interest rate swaps – Designated as hedging instruments | 3,227 | 23 | – | 1,253 | 16 | – |
Interest rate swaps – Designated as held at fair value through profit and loss | 500 | 8 | (8) | 502 | 7 | (7) |
Foreign currency swaps – Designated as held at fair value through profit and loss | 58 | – | – | 50 | – | (1) |
Tota l | 3,785 | 31 | (8) | 1,805 | 23 | (8) |
Offsetting derivative | (500) | (8) | 8 | (502) | (7) | 7 |
Grand total | 3,285 | 23 | – | 1,303 | 16 | (1) |
169
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
21. Derivatives continued
31 December 2025 | 31 December 2024 | |||||
| Carrying amount | Carrying amount | |||||
| Notional | Asset | Liability | Notional | Asset | Liability | |
| Group and Company | £’million | £’million | £’million | £’million | £’million | £’million |
Interest rate swaps | 3,227 | 23 | – | 1,253 | 16 | – |
Total derivatives designated as fair value hedges | 3,227 | 23 | – | 1,253 | 16 | – |
31 December 2025 | 31 December 2024 | |||||
| Accumulated | Accumulated | |||||
| amount of fair value | amount of fair value | |||||
| hedge adjustments | hedge adjustments | |||||
| included in the | included in the | |||||
| carrying amount of | carrying amount of | |||||
| Carrying amount | the hedged item | Carrying amount | the hedged item | |||
| Assets | Liabilities | Assets | Liabilities | |||
| Group and Company | £’million | £’million | £’million | £’million | £’million | £’million |
| Interest rate risk | ||||||
Fixed rate mortgages 1 | 450 | – | – | – | – | – |
Fixed rate debt securities 2 | – | 688 | (13) | – | 675 | 4 |
Fixed rate investment securities held at FVOCI 3 | 189 | – | (4) | 293 | – | 8 |
Fixed rate investment securities held at AC 4 | 310 | – | 15 | 271 | – | – |
Non-interest bearing liabilities 5 | – | 1607 | (6) | – | – | – |
Fixed rate loans 1 | – | – | – | 1 | – | – |
Total items designated as fair value hedges | 949 | 2,295 | (8) | 565 | 675 | 12 |
170
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
Lease liabilities
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
1 January | 205 | 234 |
Additions and modifications | 1 | 1 |
Disposals | (13) | (20) |
Lease payments made | (19) | (22) |
Interest on lease liabilities | 11 | 12 |
31 December | 185 | 205 |
Current | 18 | 19 |
Non-current | 167 | 186 |
Disposals
The disposals during the year relate to the two (2024: two) stores where we purchased
the freehold or long-lease during the year. Following the purchase both the lease
liabilities and right-of-use assets relating to these stores were derecognised. Additionally
we derecognised one of the leases relating to the three stores we closed during 2025
following the surrendering of this lease back to the landlord.
Low value and short leases
During the year ended 31 December 2025, £0.01 million (year ended 31 December 2024:
£0.04 million) was recognised in the income statement with respect to assets of low value or
a lease of less than 12 months.
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Within one year | 1 | 1 |
Due in one to five years | 2 | 2 |
Due in more than five years | 3 | 3 |
Tota l | 6 | 6 |
171
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
22. Leases continued
Due in more than five years
Through our asset finance business we lease a variety of assets to third parties, which
typically consist of plant, machinery and vehicles. These rentals typically cover the assets’
useful economic life and as such any residual value is minimal. Amounts receivable are
classified as loans and advances to customers and are categorised within our asset and
invoice finance lending per the breakdown provided in note 12.
31 December 2025 | 31 December 2024 | |||||
| Total future | Unearned | Total future | Unearned | |||
| minimum | finance | Present | minimum | finance | Present | |
| payments | income | value | payments | income | value | |
| £’million | £’million | £’million | £’million | £’million | £’million | |
Within one year | 7 | (2) | 5 | 6 | (1) | 5 |
Due in one to five years | 12 | (3) | 9 | 11 | (1) | 10 |
Due in more than five years | – | – | – | – | – | – |
Tota l | 19 | (5) | 14 | 17 | (2) | 15 |
| 2025 | 2024 | |
| £’million | £’million | |
Within one year | 19 | 20 |
Due in one to five years | 68 | 74 |
Due in more than five years | 80 | 101 |
Tota l | 167 | 195 |
| 2025 | 2024 | |
| £’million | £’million | |
1 January | 13 | 16 |
Released to the income statement | (3) | (3) |
31 December | 10 | 13 |
172
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
Provision | Description |
Restructuring | Restructuring provisions are recognised at the point we have developed a |
| detailed formal plan and we have raised a valid expectation that it will be | |
| implemented. This is typically at the point the plan is announced to affected | |
| colleagues. | |
| Customer | We are committed to doing the right thing but occasionally we identify issues |
| remediation | that have caused detriment as a result of our actions. |
| Where we have to refund costs to customers we provide for this at the | |
| point the obligation arises. The amounts recognised include any associated | |
| interest due. | |
Dilapidations | Dilapidations provisions are recognised in regard to certain properties |
| we lease. | |
| The majority of our stores and offices have an automatic right to renewal at | |
| the end of the lease under the provisions of the Landlord and Tenant Act 1954 | |
| (‘the act’). Where this is the case we do not provide for restorations on these site | |
| since we have no intention of vacating at the end of the lease term. For sites that | |
| that are outside the act or sites within the act where we think there is a chance | |
| we will vacate a site at the end of its lease a provision is made for dilapidations. | |
| The provision is made in line with the underlying obligations contained within | |
| the lease. | |
| Onerous | Onerous contract provisions are recognised when the unavoidable costs of |
| contracts | meeting the obligations under the contract exceed the economic benefits we |
| expect to be received under it. The provision is recognised as the net cost of | |
| exiting from the contract, which is the lower of the cost of fulfilling it and any | |
| compensation or penalties arising from failure to fulfil it. | |
| Legal and | Provisions are made relating to the outcome of legal cases and regulatory |
| regulatory | investigations based on our best estimate of settlement following |
| consultation with our lawyers and advisors. The inclusion of a provision | |
| does not constitute any admission of wrongdoing or legal liability. Details | |
| of individual cases are provided where these are material to our financial | |
| statements and disclosure would not be prejudicial to the outcome of | |
| the case. | |
Other provisions | Other provisions consist of other immaterial amounts that are provided for in |
| the ordinary course of our business. |
| 2025 | |||||||
| Customer | Onerous | Legal and | Other | ||||
| Restructuring | remediation | Dilapidations | contracts | regulatory | provisions | Total | |
| £’million | £’million | £’million | £’million | £’million | £’million | £’million | |
1 January | 2 | 1 | 1 | 5 | – | 2 | 11 |
Additions | – | – | – | – | – | – | – |
Released | – | (1) | – | – | – | – | (1) |
Utilised | (2) | – | – | (2) | – | – | (4) |
31 December | – | – | 1 | 3 | – | 2 | 6 |
| 2024 | |||||||
| Customer | Onerous | Legal and | Other | ||||
| Restructuring | remediation | Dilapidations | contracts | regulatory | provisions | Total | |
| £’million | £’million | £’million | £’million | £’million | £’million | £’million | |
1 January | 15 | 3 | 1 | 2 | – | 2 | 23 |
Additions | 8 | – | – | 3 | – | – | 11 |
Released | (1) | (2) | – | – | – | – | (3) |
Utilised | (20) | – | – | – | – | – | (20) |
31 December | 2 | 1 | 1 | 5 | – | 2 | 11 |
173
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
24. Provisions continued
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
Trade creditors | – | 1 |
Other taxation and social security costs | 6 | 8 |
Accruals 1 | 105 | 107 |
Deferred income | 22 | 24 |
Other liabilities | 55 | 105 |
Total other liabilities | 188 | 245 |
Current portion | 163 | 211 |
Non-current portion | 25 | 34 |
| 2025 | |||||
| Total share | |||||
| capital | |||||
| Number | Share | and share | Other equity | ||
| of shares | Share capital | premium | premium | instruments | |
| £’million | £’million | £’million | £’million | £’million | |
At 1 January | 673.0 | – | 144.4 | 144.4 | – |
| Issued to staff under existing employee | |||||
share schemes | 0.3 | 0.2 | 1.4 | 1.6 | – |
AT1 securities issuance | – | – | – | – | 241.8 |
At 31 December | 673.3 | 0.2 | 145.8 | 146.0 | 241.8 |
| 2024 | |||||
| Total share | |||||
| capital | |||||
| Number | Share | and share | Other equity | ||
| of shares | Share capital | premium | premium | instruments | |
| £’million | £’million | £’million | £’million | £’million | |
At 1 January | 672.7 | – | 144.4 | 144.4 | – |
| Issued to staff under existing employee | |||||
share schemes | 0.3 | – | – | – | – |
At 31 December | 673.0 | – | 144.4 | 144.4 | – |
174
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
26. Share capital, share premium and other equity instruments continued
| 2025 | ||
| Initial call date | £’million | |
| At 1 January | ||
| Issued during the year: | ||
| 13.875% Fixed Rate Resetting Perpetual Subordinated Contingent | ||
Convertible Securities | 26-Mar-30 | 250 |
Cost of issuance | (8) | |
Profit for the year attributable to other equity holders | 17 | |
Distributions on other equity instruments | (17) | |
At 31 December | 242 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
1 January | 1,022 | 978 |
Profit for the year | 69 | 43 |
Distributions on other equity instruments | (17) | – |
Other movements in share option charges 1 | 1 | 1 |
31 December | 1,075 | 1,022 |
175
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
1 January | 24 | 23 |
Equity-settled share-based payment charges | 3 | 2 |
Other movements in share option charges 1 | (3) | (1) |
31 December | 24 | 24 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’million | £’million | |
1 January | (7) | (11) |
Changes in fair value | 5 | 5 |
Deferred tax movements (note 9) | (1) | (1) |
31 December | (3) | (7) |
176
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
29. Share options continued
Long Term Incentive Plan (LTIP)
The LTIP is the primary long-term incentive plan awarded to senior colleagues. It was first
approved by shareholders at the 2021 AGM with subsequent iterations since. Under the plan,
annual awards, based on a percentage of salary, may be offered. The extent to which an
award vests is measured against financial targets over the agreed performance period and
continued employment within the Group. Under the 2025 plan these financial targets consist
of return on tangible equity, relative total shareholder return and cost: income ratio, and the
performance period is three years from date of grant.
Deferred Variable Reward Plan (DVRP)
The DVRP was first introduced in 2010 and the latest plan was approved by shareholders
at the 2021 AGM. Although originally designed for all colleagues, the changes approved
in 2021 mean it is now operated primarily for senior managers (in 2021 this only consisted
of the Executive Committee). Under the current rules participants are required to defer
a proportion of any bonus paid into nominal price awards, a proportion of which vest
immediately and the remainder of which vest over seven years. There are no further
performance conditions on these shares, other than continued employment within the
Group. All awards under the DVRP are subject to a one-year holding period once exercised
and all awards have a life of 10 years from the date of grant.
More information in relation to both the DVRP and LTIP is available within the
Remuneration report.
Shareholder Value Alignment Plan (SVAP)
During the year, the Group introduced the SVAP for Executive Directors, an arrangement
under which participants are granted nil-cost share options entitling them to share in 5%
of the growth in value of the Company above the baseline. Awards vest subject to the
achievement of specified market-based performance conditions, including share price and
market capitalisation hurdles, and continued employment over the vesting period. Awards
will vest in tranches between three and seven years from the grant of the SVAP, with
each tranche subject to a one-year holding period. Vested awards may be paid as a cash
equivalent of the market value of shares instead of shares.
Awards outstanding
The table below summarises the movements in the number of options outstanding and
their weighted average exercise price:
2025 | 2024 | |||
| Weighted | Weighted | |||
| average | average | |||
| Number | exercise | Number | exercise | |
| of options | price | of options | price | |
| Group | ‘000 | £ | ‘000 | £ |
Outstanding at 1 January | 15,011 | 5.06 | 16,235 | 5.24 |
Granted | 4,007 | 0.00 | 613 | 0.00 |
Exercised | (592) | 0.23 | (559) | 0.00 |
Lapsed | (4,092) | 3.19 | (1,278) | 7.54 |
Outstanding at 31 December | 14,334 | 4.02 | 15,011 | 5.03 |
Exercisable at 31 December | 6,881 | 8.35 | 7,608 | 9.92 |
The average share price during 2025 was 111p (2024: 52p). For share options exercised during
the period, the weighted average share price at the date of exercise was 119p (2024: 67p).
All our options are equity-settled and we have no legal or constructive obligation to
repurchase the shares or settle the options in cash. Exercises of awards granted are
satisfied via the issuance of new shares or market repurchase.
Total share-based compensation charges totalled £2.7 million in the year ended 2025
(2024: £2.0 million).
SVAP grants a percentage entitlement rather than a fixed number of options and is a nil
cost award. The number of options to be issued will be determined only when the market
conditions are satisfied and the SVAP value is known. No awards had vested during the
year and there were no leavers and forfeitures.
177
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
29. Share options continued
Fair value of options granted
The number of options outstanding at year end was as follows:
2025 | 2024 | |||
| Weighted | Weighted | |||
| average | average | |||
| Number | remaining | Number | remaining | |
| of options | contractual life | of options | contractual life | |
| Exercise price | ‘000 | years | ‘000 | years |
£0.00 1 | 5,411 | 6.7 | 9,174 | 7.7 |
£0.00 2 | 4,578 | 9.3 | 570 | 9.6 |
£0.93 | 1,817 | 4.3 | 1,972 | 5.3 |
£7.94 | 651 | 3.2 | 651 | 4.2 |
£12.00 | – | – | – | – |
£13.00 | 4 | – | – | – |
£13.50 | 9 | n/a | – | n/a |
£14.00 | 7 | n/a | 194 | n/a |
£16.00 | 22 | n/a | 615 | n/a |
£20.00 | 445 | 0.2 | 445 | 1.2 |
£32.73 | 633 | 1.2 | 633 | 2.2 |
£35.36 | 757 | 2.2 | 757 | 3.2 |
Tota l | 14,334 | 6.4 | 15,011 | 6.2 |
1. Nominal price awards with exercise price of 0.0001p.
2. Nominal price awards with exercise price of 0.01p.
The total fair value of options granted in 2025 was £3.1 million (2024: £0.4 million), based
on the following assumptions:
2025 | LTIP | DVRP |
Risk-free interest rate | 4.03% | 3.62% to 4.50% |
Expected life | – | – |
Expected volatility | 54% | 187% |
Expected dividend yield | – | – |
Share price at grant date | £0.89 | £1.17 |
Exercise price | £0.00 | £0.00 |
2025 | SVAP |
Share price at grant date | 119p |
Baseline market capitalisation | £538.4 million |
Volatility | 0.35 |
Risk-free interest rate | 0.04 |
Dividend yield | £0.00 |
Performance period | to 31 December 2029 |
Discount for post-vesting holding period | 0.081 |
Exercise price | £0.00 |
Volatility for CSOP and DVRP schemes has been estimated by taking the historical volatility
in the Group’s share price since we listed in 2016. Volatility on the SVAP and LTIP schemes has
considered a shorter term, more reflective of the expected future volatility and adjusted for
additional considerations including the volatility of similar FTSE 250 companies.
An assumption is also made in respect of how many shares will lapse due to the vesting
criteria not being met. For awards granted since 2022, the lapse assumption has been set
to 0% on the basis these have only been made to members of the Executive Committee.
The fair value charges recognised in the income statement for these schemes are adjusted
annually to reflect actual lapses. For all other schemes the assumption is updated annually.
178
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
Stage | Description | ECL recognised |
Stage 1 | Financial assets that have had no significant increase in credit risk since initial | 12-month ECL |
| recognition or that have low credit risk (high-quality investment securities only) at the | Total losses expected on defaults which may occur within the next 12 months. Losses | |
| reporting date. | are adjusted for probability-weighted macroeconomic scenarios. | |
Stage 2 | Financial assets that have had a significant increase in credit risk since initial recognition | Lifetime ECL |
| but that do not have objective evidence of impairment. | Losses expected on defaults which may occur at any point in a loan’s lifetime. Losses are | |
| In addition, for corporate and commercial counterparties, the Early Warning List is used | adjusted for probability-weighted macroeconomic scenarios. | |
| to inform qualitative triggers for SICR. | ||
| SICR includes the rebuttable presumption that financial instruments falling 30 DPD | ||
| due on contractually defined payments are to be considered as having deteriorated | ||
| significantly since origination and should trigger Stage 2. | ||
Stage 3 | Financial assets that are credit impaired at the reporting date. A financial asset is | Lifetime ECL |
| credit impaired when it has met the definition of default. We define default to have | Losses calculated based on default parameters. Losses are adjusted for probability- | |
| occurred when a loan is greater than 90 days past due (non-performing loan) or where | weighted macroeconomic scenarios. | |
| the borrower is considered unlikely to pay. This includes customers in corporate and | ||
| commercial who are categorised as Early Warning List 3 (EWL3) or forbearance. | Interest income is calculated on the carrying amount of the loan net of credit allowance. | |
| Purchased or originated | Financial assets that have been purchased and had objective evidence of being ‘non- | Lifetime ECL |
| credit-impaired | performing’ or ‘credit impaired’ at the point of purchase. | At initial recognition, POCI assets do not carry an impairment allowance. Lifetime ECL |
| (POCI) assets | are incorporated into the calculation of the asset’s effective interest rate. Subsequent | |
| changes to the estimate of lifetime ECL are recognised as a loss allowance. |
179
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
180
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
181
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
31 December 2025 | 31 December 2024 | ||||||||||
Macroeconomic variable | Scenario | 2026 | 2027 | 2028 | 2029 | 2030 | 2025 | 2026 | 2027 | 2028 | 2029 |
Five-year mortgage rate (%) | Baseline | 4.16% | 4.14% | 4.11% | 4.07% | 4.05% | 4.51% | 4.24% | 3.95% | 3.96% | 4.00% |
Upside | 4.37% | 4.23% | 4.10% | 4.07% | 4.05% | 4.74% | 4.25% | 3.95% | 3.95% | 4.00% | |
Downside | 2.61% | 2.13% | 2.63% | 3.30% | 3.84% | 3.51% | 2.41% | 2.44% | 3.09% | 3.71% | |
Severe downside | 2.19% | 1.67% | 2.03% | 2.54% | 3.31% | 2.81% | 2.08% | 1.96% | 2.43% | 3.29% | |
BoE interest rate (%) | Baseline | 3.25% | 2.75% | 2.75% | 2.50% | 2.50% | 4.10% | 2.75% | 2.50% | 2.50% | 2.50% |
Upside | 3.46% | 3.16% | 2.87% | 2.50% | 2.50% | 4.28% | 2.97% | 2.56% | 2.50% | 2.50% | |
Downside | 1.94% | 1.04% | 1.25% | 1.60% | 1.95% | 2.71% | 1.11% | 1.38% | 1.72% | 1.95% | |
Severe downside | 1.36% | 0.70% | 0.70% | 0.83% | 1.04% | 2.13% | 0.76% | 0.75% | 0.94% | 1.04% | |
Unemployment (%) | Baseline | 5.11% | 5.00% | 4.93% | 4.89% | 4.89% | 4.41% | 4.50% | 4.59% | 4.67% | 4.76% |
Upside | 4.47% | 4.14% | 4.12% | 4.28% | 4.49% | 3.78% | 3.64% | 3.78% | 4.07% | 4.36% | |
Downside | 7.01% | 7.72% | 7.60% | 7.10% | 6.40% | 6.32% | 7.22% | 7.25% | 6.89% | 6.27% | |
Severe downside | 8.24% | 8.82% | 8.54% | 8.20% | 7.46% | 7.55% | 8.32% | 8.19% | 7.99% | 7.33% | |
House price index (YoY%) | Baseline | 2.13% | 2.32% | 1.57% | 1.93% | 2.45% | 2.24% | 3.89% | 2.62% | 1.47% | 2.07% |
Upside | 16.49% | 5.41% | (0.97% ) | (2.13% ) | 0.11% | 16.62% | 7.03% | 0.06% | (2.57% ) | (0.26% ) | |
Downside | (9.11% ) | (7.05% ) | 0.83% | 4.69% | 5.76% | (9.01% ) | (5.62% ) | 1.88% | 4.22% | 5.37% | |
Severe downside | (15.29% ) | (10.96% ) | 1.24% | 3.37% | 5.03% | (15.20% ) | (9.60% ) | 2.29% | 2.91% | 4.64% | |
UK GDP (YoY%) | Baseline | 1.35% | 1.52% | 1.65% | 1.73% | 1.73% | 2.08% | 1.18% | 2.07% | 1.43% | 1.87% |
Upside | 4.89% | 1.77% | 1.60% | 1.76% | 1.94% | 5.65% | 1.42% | 2.02% | 1.46% | 2.08% | |
Downside | (3.95% ) | 1.82% | 2.80% | 1.79% | 1.65% | (3.50% ) | 1.49% | 3.28% | 1.43% | 1.79% | |
Severe downside | (4.85% ) | 0.56% | 3.96% | 2.45% | 1.61% | (4.61% ) | 0.15% | 4.56% | 2.26% | 1.85% | |
Commercial real estate (YoY%) | Baseline | (1.12% ) | (0.22% ) | (0.35% ) | (0.25% ) | (0.16% ) | (0.86% ) | 0.45% | (0.31% ) | (1.34% ) | (1.04% ) |
Upside | 13.82% | 1.57% | (3.16% ) | (4.11% ) | (2.20% ) | 14.42% | 2.33% | (3.27% ) | (5.24% ) | (3.08% ) | |
Downside | (15.91% ) | (6.47% ) | 0.64% | 3.17% | 3.66% | (16.02% ) | (5.62% ) | 0.83% | 1.97% | 2.75% | |
Severe downside | (25.20% ) | (8.51% ) | 2.48% | 2.37% | 3.97% | (25.06% ) | (8.49% ) | 2.57% | 1.24% | 3.06% |
182
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
183
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
| Full year | Full year | |
| 31 December | 31 December | |
| 2025 | 2024 | |
| Scenarios | % | % |
Baseline | 50% | 50% |
Upside | 20% | 20% |
Downside | 25% | 25% |
Severe downside | 5% | 5% |
| 31 December 2025 | ||||
Scenario | Stage 1 | Stage 2 | Stage 3 | ECL £’million |
Weighted | 32 | 18 | 120 | 170 |
Baseline | 29 | 15 | 118 | 162 |
Upside | 25 | 13 | 116 | 154 |
Downside | 40 | 24 | 126 | 190 |
Severe downside | 45 | 32 | 129 | 206 |
| 31 December 2024 | ||||
Scenario | Stage 1 | Stage 2 | Stage 3 | ECL £’million |
Weighted | 39 | 29 | 123 | 191 |
Baseline | 36 | 26 | 121 | 183 |
Upside | 33 | 23 | 120 | 176 |
Downside | 44 | 37 | 129 | 210 |
Severe downside | 48 | 50 | 132 | 230 |
| 2025 | 2024 | |
| Group | £’million | £’million |
Retail mortgages | 1 | (4) |
Consumer lending 1 | (9) | – |
Commercial lending | 19 | (4) |
Write-offs and other movements | 3 | 15 |
Tota l | 14 | 7 |
184
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
Gross carrying amount | Loss allowance | Net carrying amount | |||||||||||||
£’million | Stage 1 | Stage 2 | Stage 3 | POCI | To tal | Stage 1 | Stage 2 | Stage 3 | POCI | To t a l | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
1 January 2025 | 7,723 | 978 | 504 | (1) | 9,204 | (39) | (29) | (124) | 1 | (191) | 7,684 | 949 | 380 | – | 9,013 |
Transfers to/(from) Stage 1 1 | 301 | (288) | (13) | – | – | (8) | 7 | 1 | – | – | 293 | (281) | (12) | – | – |
Transfers to/(from) Stage 2 | (281) | 285 | (3) | – | 1 | 2 | (2) | – | – | – | (279) | 283 | (3) | – | 1 |
Transfers to/(from) Stage 3 | (111) | (37) | 148 | – | – | – | 3 | (4) | – | (1) | (111) | (34) | 144 | – | (1) |
Net remeasurement due to transfers 2 | – | – | – | – | – | 7 | (8) | (23) | – | (24) | 7 | (8) | (23) | – | (24) |
New lending 3 | 2,228 | 94 | 2 | – | 2,324 | (14) | (1) | (1) | – | (16) | 2,214 | 93 | 1 | – | 2,308 |
| Repayments, additional drawdowns | |||||||||||||||
and interest accrued | (384) | (36) | (20) | – | (440) | – | – | – | – | – | (384) | (36) | (20) | – | (440) |
Derecognitions 4 | (1,657) | (283) | (156) | – | (2,096) | 15 | 10 | 33 | – | 58 | (1,642) | (273) | (123) | – | (2,038) |
Changes to model assumptions 5 | – | – | – | – | – | 5 | 2 | (3) | – | 4 | 5 | 2 | (3) | – | 4 |
31 December 2025 | 7,819 | 713 | 462 | (1) | 8,993 | (32) | (18) | (121) | 1 | (170) | 7,787 | 695 | 341 | – | 8,823 |
| Off-balance sheet items | |||||||||||||||
Commitments and guarantees 6 | 1,041 | – | 1,041 |
Gross carrying amount | Loss allowance | Net carrying amount | |||||||||||||
£’million | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
1 January 2024 | 10,596 | 1,511 | 389 | – | 12,496 | (63) | (43) | (93) | – | (199) | 10,533 | 1,468 | 296 | – | 12,297 |
Transfers to/(from) Stage 1 1 | 385 | (368) | (17) | – | – | (11) | 10 | 1 | – | – | 374 | (358) | (16) | – | – |
Transfers to/(from) Stage 2 | (409) | 416 | (7) | – | – | 2 | (2) | – | – | – | (407) | 414 | (7) | – | – |
Transfers to/(from) Stage 3 | (192) | (100) | 292 | – | – | 4 | 7 | (11) | – | – | (188) | (93) | 281 | – | – |
Net remeasurement due to transfers 2 | – | – | – | – | – | 9 | (14) | (40) | – | (45) | 9 | (14) | (40) | – | (45) |
New lending 3 | 1,716 | 147 | 1 | – | 1,864 | (11) | (3) | (1) | – | (15) | 1,704 | 144 | – | – | 1,849 |
| Repayments, additional drawdowns | |||||||||||||||
and interest accrued | (618) | (121) | (33) | (1) | (773) | – | – | – | – | – | (618) | (121) | (33) | (1) | (773) |
Derecognitions 4 | (3,755) | (507) | (121) | – | (4,383) | 11 | 11 | 20 | – | 42 | (3,744) | (496) | (101) | – | (4,341) |
Changes to model assumptions 5 | – | – | – | – | – | 20 | 5 | (1) | 1 | 25 | 20 | 5 | (1) | 1 | 25 |
31 December 2024 | 7,723 | 978 | 504 | (1) | 9,204 | (39) | (29) | (124) | 1 | (191) | 7,684 | 949 | 380 | – | 9,013 |
| Off-balance sheet items | |||||||||||||||
Commitments and guarantees 6 | 718 | – | 718 |
185
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
Gross carrying amount | Loss allowance | Net carrying amount | |||||||||||||
£’million | Stage 1 | Stage 2 | Stage 3 | POCI | To tal | Stage 1 | Stage 2 | Stage 3 | POCI | To t a l | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
1 January 2025 | 496 | 153 | 97 | (1) | 745 | (12) | (9) | (88) | 1 | (108) | 484 | 144 | 9 | – | 637 |
Transfers to/(from) Stage 1 1 | 7 | (6) | (1) | – | – | (2) | 1 | 1 | – | – | 5 | (5) | – | – | – |
Transfers to/(from) Stage 2 | (1) | 1 | – | – | – | – | – | – | – | – | (1) | 1 | – | – | – |
Transfers to/(from) Stage 3 | (1) | (4) | 5 | – | – | – | 1 | (1) | – | – | (1) | (3) | 4 | – | – |
Net remeasurement due to transfers 2 | – | – | – | – | – | 2 | – | (3) | – | (1) | 2 | – | (3) | – | (1) |
New lending 3 | 4 | – | – | – | 4 | – | – | – | – | – | 4 | – | – | – | 4 |
| Repayments, additional drawdowns and interest | |||||||||||||||
accrued | (12) | – | (5) | – | (17) | – | – | – | – | – | (12) | – | (5) | – | (17) |
Derecognitions 4 | (456) | (140) | (22) | – | (618) | 11 | 6 | 20 | – | 37 | (445) | (134) | (2) | – | (581) |
Changes to model assumptions 5 | – | – | – | – | – | 1 | – | 4 | – | 5 | 1 | – | 4 | – | 5 |
31 December 2025 | 37 | 4 | 74 | (1) | 114 | – | (1) | (67) | 1 | (67) | 37 | 3 | 7 | – | 47 |
Gross carrying amount | Loss allowance | Net carrying amount | |||||||||||||
£’million | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
1 January 2025 | 906 | 314 | 77 | – | 1,297 | (26) | (16) | (66) | – | (108) | 880 | 298 | 11 | – | 1,189 |
Transfers to/(from) Stage 1 1 | 80 | (79) | (1) | – | – | (3) | 3 | – | – | – | 77 | (76) | (1) | – | – |
Transfers to/(from) Stage 2 | (74) | 74 | – | – | – | 1 | (1) | – | – | – | (73) | 73 | – | – | – |
Transfers to/(from) Stage 3 | (27) | (14) | 41 | – | – | 1 | 4 | (5) | – | – | (26) | (10) | 36 | – | – |
Net remeasurement due to transfers 2 | – | – | – | – | – | 2 | (4) | (25) | – | (27) | 2 | (4) | (25) | – | (27) |
New lending 3 | 4 | – | – | – | 4 | – | – | – | – | – | 4 | – | – | – | 4 |
| Repayments, additional drawdowns and interest | |||||||||||||||
accrued | (226) | (83) | (10) | (1) | (320) | – | – | – | – | – | (226) | (83) | (10) | (1) | (320) |
Derecognitions 4 | (167) | (59) | (10) | – | (236) | 4 | 2 | 9 | – | 15 | (163) | (57) | (1) | – | (221) |
Changes to model assumptions 5 | – | – | – | – | – | 9 | 3 | (1) | 1 | 12 | 9 | 3 | (1) | 1 | 12 |
31 December 2024 | 496 | 153 | 97 | (1) | 745 | (12) | (9) | (88) | 1 | (108) | 484 | 144 | 9 | – | 637 |
186
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
Gross carrying amount | Loss allowance | Net carrying amount | |||||||||||||
£’million | Stage 1 | Stage 2 | Stage 3 | POCI | To tal | Stage 1 | Stage 2 | Stage 3 | POCI | To t a l | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
1 January 2025 | 2,869 | 241 | 204 | – | 3,314 | (23) | (16) | (29) | – | (68) | 2,846 | 225 | 175 | – | 3,246 |
Transfers to/(from) Stage 1 1 | 82 | (80) | (2) | – | – | (5) | 5 | – | – | – | 77 | (75) | (2) | – | – |
Transfers to/(from) Stage 2 | (138) | 139 | – | – | 1 | 2 | (2) | – | – | – | (136) | 137 | – | – | 1 |
Transfers to/(from) Stage 3 | (62) | (9) | 71 | – | – | – | 1 | (2) | – | (1) | (62) | (8) | 69 | – | (1) |
Net remeasurement due to transfers 2 | – | – | – | – | – | 4 | (7) | (18) | – | (21) | 4 | (7) | (18) | – | (21) |
New lending 3 | 1,619 | 28 | 1 | – | 1,648 | (13) | (1) | (1) | – | (15) | 1,606 | 27 | – | – | 1,633 |
| Repayments, additional drawdowns and interest | |||||||||||||||
accrued | (265) | (27) | (16) | – | (308) | – | – | – | – | – | (265) | (27) | (16) | – | (308) |
Derecognitions 4 | (547) | (79) | (90) | – | (716) | 4 | 4 | 11 | – | 19 | (543) | (75) | (79) | – | (697) |
Changes to model assumptions 5 | – | – | – | – | – | 4 | 2 | (7) | – | (1) | 4 | 2 | (7) | – | (1) |
31 December 2025 | 3,558 | 213 | 168 | – | 3,939 | (27) | (14) | (46) | – | (87) | 3,531 | 199 | 122 | – | 3,852 |
Gross carrying amount | Loss allowance | Net carrying amount | |||||||||||||
£’million | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
1 January 2025 | 2,803 | 413 | 166 | – | 3,382 | (30) | (21) | (21) | – | (72) | 2,773 | 392 | 145 | – | 3,310 |
Transfers to/(from) Stage 1 1 | 159 | (151) | (8) | – | – | (7) | 6 | 1 | – | – | 152 | (145) | (7) | – | – |
Transfers to/(from) Stage 2 | (164) | 169 | (5) | – | – | 1 | (1) | – | – | – | (163) | 168 | (5) | – | – |
Transfers to/(from) Stage 3 | (112) | (40) | 152 | – | – | 3 | 2 | (5) | – | – | (109) | (38) | 147 | – | – |
Net remeasurement due to transfers 2 | – | – | – | – | – | 6 | (9) | (13) | – | (16) | 6 | (9) | (13) | – | (16) |
New lending 3 | 985 | 21 | 1 | – | 1,007 | (10) | (1) | (1) | – | (12) | 975 | 20 | – | – | 994 |
| Repayments, additional drawdowns and interest | |||||||||||||||
accrued | (279) | (26) | (24) | – | (329) | – | – | – | – | – | (279) | (26) | (24) | – | (329) |
Derecognitions 4 | (522) | (145) | (78) | – | (745) | 4 | 7 | 9 | – | 20 | (518) | (138) | (69) | – | (725) |
Changes to model assumptions 5 | – | – | – | – | – | 10 | 1 | 1 | – | 12 | 10 | 1 | 1 | – | 12 |
31 December 2024 | 2,869 | 241 | 204 | – | 3,314 | (23) | (16) | (29) | – | (68) | 2,846 | 225 | 175 | – | 3,246 |
187
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
Gross carrying amount | Loss allowance | Net carrying amount | |||||||||||||
£’million | Stage 1 | Stage 2 | Stage 3 | POCI | To tal | Stage 1 | Stage 2 | Stage 3 | POCI | To t a l | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
1 January 2025 | 4,358 | 584 | 203 | – | 5,145 | (4) | (4) | (7) | – | (15) | 4,354 | 580 | 196 | – | 5,130 |
Transfers to/(from) Stage 1 1 | 212 | (202) | (10) | – | – | (1) | 1 | – | – | – | 211 | (201) | (10) | – | – |
Transfers to/(from) Stage 2 | (142) | 145 | (3) | – | – | – | – | – | – | – | (142) | 145 | (3) | – | – |
Transfers to/(from) Stage 3 | (48) | (24) | 72 | – | – | – | 1 | (1) | – | – | (48) | (23) | 71 | – | – |
Net remeasurement due to transfers 2 | – | – | – | – | – | 1 | (1) | (2) | – | (2) | 1 | (1) | (2) | – | (2) |
New lending 3 | 605 | 66 | 1 | – | 672 | (1) | – | – | – | (1) | 604 | 66 | 1 | – | 671 |
| Repayments, additional drawdowns and interest | |||||||||||||||
accrued | (107) | (9) | 1 | – | (115) | – | – | – | – | – | (107) | (9) | 1 | – | (115) |
Derecognitions 4 | (654) | (64) | (44) | – | (762) | – | – | 2 | – | 2 | (654) | (64) | (42) | – | (760) |
Changes to model assumptions 5 | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – |
31 December 2025 | 4,224 | 496 | 220 | – | 4,940 | (5) | (3) | (8) | – | (16) | 4,219 | 493 | 212 | – | 4,924 |
Gross carrying amount | Loss allowance | Net carrying amount | |||||||||||||
£’million | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
1 January 2024 | 6,887 | 784 | 146 | – | 7,817 | (7) | (6) | (6) | – | (19) | 6,880 | 778 | 140 | – | 7,798 |
Transfers to/(from) Stage 1 1 | 146 | (138) | (8) | – | – | (1) | 1 | – | – | – | 145 | (137) | (8) | – | – |
Transfers to/(from) Stage 2 | (171) | 173 | (2) | – | – | – | – | – | – | – | (171) | 173 | (2) | – | – |
Transfers to/(from) Stage 3 | (53) | (46) | 99 | – | – | – | 1 | (1) | – | – | (53) | (45) | 98 | – | – |
Net remeasurement due to transfers 2 | – | – | – | – | – | 1 | (1) | (2) | – | (2) | 1 | (1) | (2) | – | (2) |
New lending 3 | 728 | 126 | – | – | 854 | (1) | (2) | – | – | (3) | 726 | 124 | – | – | 851 |
| Repayments, additional drawdowns and interest | |||||||||||||||
accrued | (113) | (13) | 1 | – | (124) | – | – | – | – | – | (113) | (12) | 1 | – | (124) |
Derecognitions 4 | (3,066) | (303) | (33) | – | (3,402) | 3 | 2 | 2 | – | 7 | (3,063) | (301) | (31) | – | (3,395) |
Changes to model assumptions 5 | – | – | – | – | – | 1 | 1 | – | – | 2 | 1 | 1 | – | – | 2 |
31 December 2024 | 4,358 | 584 | 203 | – | 5,145 | (4) | (4) | (7) | – | (15) | 4,354 | 580 | 196 | – | 5,130 |
188
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
30. Expected credit loss continued
31 December 2025 | 31 December 2024 | |||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Stage 1 | Stage 2 | Stage 3 | POCI | |
| £’million | 12-month ECL | Lifetime ECL | Lifetime ECL | Lifetime ECL | 12-month ECL | Lifetime ECL | Lifetime ECL | Lifetime ECL |
Up to date | 4,221 | 450 | 59 | – | 4,356 | 504 | 57 | – |
1 to 29 days past due | 3 | 17 | 9 | – | 2 | 21 | 11 | – |
30 to 89 days past due | – | 29 | 31 | – | – | 59 | 21 | – |
90+ days past due | – | – | 121 | – | – | – | 114 | – |
Gross carrying amount | 4,224 | 496 | 220 | – | 4,358 | 584 | 203 | – |
31 December 2025 | 31 December 2024 | |||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Stage 1 | Stage 2 | Stage 3 | POCI | |
| £’million | 12-month ECL | Lifetime ECL | Lifetime ECL | Lifetime ECL | 12-month ECL | Lifetime ECL | Lifetime ECL | Lifetime ECL |
Up to date | 36 | 2 | 4 | – | 496 | 141 | 2 | (1) |
1 to 29 days past due | – | 1 | – | – | – | 2 | 1 | – |
30 to 89 days past due | 1 | 1 | 1 | – | – | 10 | 5 | – |
90+ days past due | – | – | 69 | (1) | – | – | 89 | – |
Gross carrying amount | 37 | 4 | 74 | (1) | 496 | 153 | 97 | (1) |
31 December 2025 | 31 December 2024 | |||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Stage 1 | Stage 2 | Stage 3 | POCI | |
| £’million | 12-month ECL | Lifetime ECL | Lifetime ECL | Lifetime ECL | 12-month ECL | Lifetime ECL | Lifetime ECL | Lifetime ECL |
Up to date | 3,544 | 176 | 78 | – | 2,842 | 203 | 86 | – |
1 to 29 days past due | 14 | 28 | 5 | – | 27 | 16 | 2 | – |
30 to 89 days past due | – | 9 | 5 | – | – | 21 | 60 | – |
90+ days past due | – | – | 80 | – | – | – | 56 | – |
Gross carrying amount | 3,558 | 213 | 168 | – | 2,869 | 241 | 204 | – |
31 December 2025 | 31 December 2024 | |||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Stage 1 | Stage 2 | Stage 3 | POCI | |
| £’million | 12-month ECL | Lifetime ECL | Lifetime ECL | Lifetime ECL | 12-month ECL | Lifetime ECL | Lifetime ECL | Lifetime ECL |
Up to date | 7,801 | 628 | 141 | – | 7,693 | 848 | 145 | (1) |
1 to 29 days past due | 17 | 46 | 14 | – | 29 | 40 | 13 | – |
30 to 89 days past due | 1 | 39 | 37 | – | – | 90 | 87 | – |
90+ days past due | – | – | 270 | (1) | – | – | 260 | – |
Gross carrying amount | 7,819 | 713 | 462 | (1) | 7,722 | 978 | 505 | (1) |
189
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
31 December 2025 | 31 December 2024 | |||||
| Effects of offsetting | Effects of offsetting | |||||
| on the balance sheet | on the balance sheet | |||||
| Net amounts | Net amounts | |||||
| Gross amounts | presented | Gross amounts | presented | |||
| Gross | offset in the | in the balance | Gross | offset in the | in the balance | |
| amount | balance sheet | sheet | amount | balance sheet | sheet | |
| Group | £’million | £’million | £’million | £’million | £’million | £’million |
| Assets | ||||||
Loans and advances to customers | 8,823 | – | 8,823 | 9,013 | – | 9,013 |
| Investment | ||||||
securities 1 | 4,160 | – | 4,160 | 4,490 | – | 4,490 |
| Derivative | ||||||
financial assets | 31 | (8) | 23 | 23 | (7) | 16 |
| Deferred | ||||||
tax assets | 260 | (30) | 230 | 271 | (31) | 240 |
Other assets 2 | 125 | – | 125 | 82 | – | 82 |
| Liabilities | ||||||
| Derivative | ||||||
financial liabilities | 8 | (8) | – | 8 | (7) | 1 |
| Repurchase | ||||||
agreements 1 | 73 | – | 73 | 391 | – | 391 |
Deposits from central banks 1 | 400 | – | 400 | 400 | – | 400 |
| Deferred | ||||||
tax liabilities | 30 | (30) | – | 31 | (31) | – |
190
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
31 December 2025 | 31 December 2024 | |||||||||
| With | With | |||||||||
| Quoted | Using | significant | Quoted | Using | significant | |||||
| market | observable | unobservable | market | observable | unobservable | |||||
| Carrying | price | inputs | inputs | Total fair | Carrying | price | inputs | inputs | Total fair | |
| value | Level 1 | Level 2 | Level 3 | value | value | Level 1 | Level 2 | Level 3 | value | |
| Group | £’million | £’million | £’million | £’million | £’million | £’million | £’million | £’million | £’million | £’million |
| Assets | ||||||||||
Loans and advances to customers | 8,823 | – | – | 8,867 | 8,867 | 9,013 | – | – | 8,981 | 8,981 |
Investment securities held at fair value through other comprehensive income | 218 | 218 | – | – | 218 | 377 | 377 | – | – | 377 |
Investment securities held at amortised cost | 3,942 | 2,641 | 1,250 | – | 3,891 | 4,113 | 2,857 | 1,122 | – | 3,979 |
Derivative financial assets | 23 | – | 23 | – | 23 | 16 | – | 16 | – | 16 |
Financial assets held at fair value through profit and loss | – | – | – | – | – | – | – | – | – | – |
| Liabilities | ||||||||||
Deposits from customers | 13,445 | – | – | 13,444 | 13,444 | 14,458 | – | – | 14,458 | 14,458 |
Deposits from central bank | 400 | – | – | 400 | 400 | 400 | – | – | 400 | 400 |
Debt securities | 684 | – | 780 | – | 780 | 675 | – | 711 | – | 711 |
Derivative financial liabilities | – | – | – | – | – | 1 | – | 1 | – | 1 |
Repurchase agreements | 73 | – | – | 73 | 73 | 391 | – | – | 391 | 391 |
191
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
34. Fair value of financial instruments continued
| 2025 | 2024 | |
| Group | £’million | £’million |
Short-term benefits | 6.9 | 5.5 |
Post-employment benefits | 0.1 | 0.1 |
Share-based payment costs | 3.6 | 1.1 |
Termination benefits | 0.1 | 0.4 |
Total compensation for key management personnel | 10.7 | 7.1 |
| 2025 | 2024 | |
| £’million | £’million | |
Loans outstanding at 1 January | 2.6 | 2.0 |
| Loans relating to persons and companies newly considered | ||
related parties | – | 0.4 |
| Loans relating to persons and companies no longer considered | ||
related parties | – | – |
Loans issued during the year | – | 0.2 |
Net loan repayments during the year | – | – |
Loans outstanding as at 31 December | 2.6 | 2.6 |
Interest expense on loans payable to the Group (£’000) | 63 | 62 |
192
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the consolidated financial statements continued
35. Related parties continued
| 2025 | 2024 | |
| Group | £’million | £’million |
Credit cards outstanding as at 31 December | – | – |
| 2025 | 2024 | |
| £’million | £’million | |
Deposits held at 1 January | 0.8 | 1.0 |
| Deposits relating to persons and companies newly considered | ||
related parties | – | 0.1 |
| Deposits relating to persons and companies no longer considered | ||
related parties | (0.6) | (0.3) |
Net amounts (withdrawn)/deposited | 0.1 | – |
Deposits outstanding as at 31 December | 0.3 | 0.8 |
36. Earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit/(loss) attributable to
ordinary shareholders of Metro Bank by the weighted average number of ordinary shares
in issue during the period.
Diluted EPS has been calculated by dividing the profit attributable to our ordinary
shareholders by the weighted average number of ordinary shares in issue during the
year plus the weighted average number of ordinary shares that would be issued on the
conversion to shares of options granted to colleagues.
2025 | 2024 | |
Profit attributable to ordinary shareholders (£’million) | 52.4 | 42.5 |
| Weighted average number of ordinary shares in issue (thousands) | ||
Basic | 673,151 | 672,784 |
Adjustment for share awards | 7,979 | 2,466 |
Diluted | 681,130 | 675,250 |
| Earnings per share (pence) | ||
Basic | 7.8 | 6.3 |
Diluted | 7.7 | 6.3 |
37. Non-cash items
The table below sets out the non-cash items included in profit/(loss) before tax. These have
been adjusted for in the cash flow statements on page 151.
| 2025 | 2024 | |
| £’million | £’million | |
Interest receivable | (725) | (935) |
Interest payable | 265 | 558 |
Depreciation and amortisation | 62 | 77 |
| Impairment and write-offs of property, plant, equipment | ||
and intangible assets | 1 | 44 |
Expected credit loss expense | 14 | 7 |
Share option charge | 3 | 2 |
Grant income recognised in the income statement | (3) | (3) |
Amounts provided for (net of amounts released) | (4) | (8) |
Gain/(loss) on sale of assets | (5) | (101) |
Total adjustments for non-cash items | (392) | (359) |
38. Post balance sheet events
There are no post balance sheet events to note.
193
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Company balance sheet
As at 31 December 2025
Years ended 31 December
Notes
2025
£’million
2024
£’million
Assets
Cash and balances with other banks 1 –
Financial assets held at fair value through profit and loss 780 711
Investment in subsidiaries 3 1,363 1,112
Prepayments and accrued income 15 15
Deferred tax asset 1 1
Total assets 2,160 1,839
Liabilities
Debt securities 4 672 671
Other liabilities 52 43
Total liabilities 724 714
Equity
Called up share capital and share premium 5 146 144
Retained earnings 1,024 957
Other equity instruments 242 –
Other reserves 24 24
Total equity 1,436 1,125
Total equity and liabilities 2,160 1,839
The accounting policies, notes and information on pages 197 to 199 form part of the financial statements. The financial statements on pages 194 to 196 were approved by the Board of
Directors on 15 April 2026 and signed on its behalf by:
Robert Sharpe Daniel Frumkin
Chair Chief Executive Officer
194
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Company statement of changes in equity
For the year ended 31 December 2025
Called-up share
capital and share
premium
£’million
Merger
reserve
£’million
Retained
earnings
£’million
FVOCI
reserve
£’million
Share
option
reserve
£’million
Other equity
instruments
£’million
Total
equity
£’million
Balance as at 1 January 2025 144 – 957 – 24 – 1,125
Profit for the year – – 67 – – 17 84
Total comprehensive income – – 67 – – 17 84
Issuance of shares under existing employee schemes 2 – – – (2) – –
Issuance of other equity instruments – – – – – 242 242
Equity-settled share-based payment charges – – – – 3 – 3
Distributions on other equity instruments – – – – – (17) (17)
Other movements in share option charges
1
– – – – (1) – (1)
Balance as at 31 December 2025 146 – 1,024 – 24 242 1,436
Notes 5 – – – – – –
Share
premium
£’million
Merger
reserve
£’million
Retained
earnings
£’million
FVOCI
reserve
£’million
Share
option
reserve
£’million
Other equity
instruments
£’million
Total
equity
£’million
Balance as at 1 January 2024 144 – 406 – 23 – 573
Profit for the year – – 550 – – – 550
Total comprehensive income – – 550 – – – 550
Issuance of shares under existing employee schemes – – – – – – –
Issuance of other equity instruments – – – – – – –
Equity-settled share-based payment charges – – – – 2 – 2
Distributions on other equity instruments – – – – – – –
Other movements in share option charges
1
– – 1 – (1) – –
Balance as at 31 December 2024 144 – 957 – 24 – 1,125
Notes 5 – – – – – –
1. Includes lapsed and expired shares not meeting performance conditions.
The accompanying notes on pages 197 to 199 form an integral part of these financial statements.
195
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Company cash flow statement
For the year ended 31 December 2025
Years ended 31 December
Notes
2025
£’million
2024
£’million
Reconciliation of profit before tax to net cash flows from operating activities:
Profit before tax 84 549
Non-cash items
Interest receivable (84) (84)
Interest payable 85 85
Fair value movements (69) (126)
Dividend income (17) –
Interest received 98 70
Interest paid (99) (70)
Impairment loss on investment in subsidiary 3 – (428)
Changes in other operating assets (1) (10)
Changes in other operating liabilities 10 12
Net cash inflows from operating activities 7 (2)
Cash flows from investing activities
Investment in equity instruments of subsidiaries (250) –
Distributions on equity instruments received from subsidiaries 17 –
Net cash (outflows)/inflows from investing activities (233) –
Cash flows from financing activities
Issuance of shares and other equity instruments (net of costs) 244 –
Distributions on other equity instruments (17) –
Net cash inflows from financing activities 227 –
Net increase/(decrease) in cash and cash equivalents 1 (2)
Cash and cash equivalents at start of year – 2
Cash and cash equivalents at end of year 1 –
The accompanying notes on pages 197 to 199 form an integral part of these financial statements.
196
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the company financial statements
1. Basis of preparation and material accounting policies
1.1 General information
The separate financial statements of the Company are presented as required by the
Companies Act 2006. The basis of preparation and principal accounting policies adopted
are the same as those set out in within the Group’s consolidated financial statements,
aside from the accounting policy in relation to share-based payments. For the Company,
the cost of the awards are recognised on a straight-line basis to investment in subsidiaries
(with a corresponding increase in the share-based payment reserve within equity) over the
vesting period in which the employees become unconditionally entitled to the awards.
1.2 Basis of preparation
Incorporation of Metro Bank Holdings PLC
The Company was incorporated on 29 September 2022 as MB Group TopCo PLC
with £50,000 of redeemable preference shares and £2 of ordinary shares, which
were issued to Robert Sharpe (Chair) and Daniel Frumkin (Chief Executive Officer). On
12 December 2022, the Company changed its name to Metro Bank Holdings PLC. The
Company remained a dormant company with no trading activities until the 19 May 2023,
when it was inserted as the new ultimate holding company and listed entity of the Group.
The redeemable shares were redeemed on 31 March 2025.
The Company’s main activity consists of holding the Group’s external regulatory debt
and share capital which is then downstreamed to Metro Bank PLC to meet the Bank of
England’s resolution requirements.
The Company adopted the predecessor value method with an investment in subsidiary of
Metro Bank PLC being the book value of the balance sheet in Metro Bank PLC at the date
of insertion. As part of this the share option reserve was transferred from Metro Bank PLC
to the Company at its carrying amount on the same day.
1.3 Critical accounting judgements and estimates
The preparation of financial statements in conformity with IFRS requires us to make
both material judgements as well as estimates which, although based on our best
assessment, by definition will seldom equal the actual results. Management believes
that the underlying assumptions applied at 31 December 2025 are appropriate and
that these financial statements therefore present our financial position and results
fairly. Management has assessed the Company’s accounting policies and underlying
assumptions and concluded that no critical accounting judgements or key sources
of estimation uncertainty were required in preparing these financial statements.
2. Financial assets held at fair value through profit and loss
The financial assets held at fair value through profit and loss consist solely of intercompany
loans used for downstreaming regulatory debt issued by the Company to Metro Bank PLC.
In line with resolution requirements, these internal agreements incorporate the Bank of
England’s Statement of Policy giving the Bank of England power to write down the par
value of the loans or convert the loans into equity. As such, the intercompany loans fail
the ‘solely payments of principal and interest’ test under IFRS 9 and have a mandatory
classification of fair value through profit and loss. Key terms of the loans are identical to
the debt securities issued (see note 20 to the consolidated financial statements).
The measurement of these assets is consistent with the measurement approach used
to determine the fair value of the debt securities as set out in note 34 to the Group’s
consolidated financial statements.
3. Investment in subsidiary undertakings
Accounting policy
At the end of each reporting period, an impairment review is undertaken in respect of
investment in the ordinary shares of subsidiaries. Where impairment may be indicated,
a test of the carrying value against the recoverable value is performed; impairment
being indicated where the investment exceeds the recoverable amount. The recoverable
amount is calculated as a value in use (VIU) which is derived from the present value of
future cash flows expected to be received from the investment. The VIU calculations
use forecast profits based on financial forecasts approved by management, covering
a five-year period as an approximation of future cash flows discounted using a pre-tax
discount rate appropriate to the subsidiary being tested.
Impairment of investment in subsidiary
The 2025 review did not identify any impairment in Metro Bank PLC, the Company’s
only directly held subsidiary.
197
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the company financial statements continued
3. Investment in subsidiary undertakings continued
Key assumptions used for VIU calculations
The rate used to discount the cash flows is based on the cost of capital related to the
investment, which is derived using a capital asset pricing model and market implied
cost of equity. A pre-tax discount rate of 16.0% (31 December 2024: 22.4%) has been
used in the VIU. In determining the discount rate, management has used judgement
and applied the Group’s cost of equity, as this represents a proxy for the subsidiary’s
cost of equity given it represents substantially all of the Group.
The profitability and growth rates applied are consistent with those used in the Group’s
impairment assessment as set out in note 15 to the Group’s consolidated financial
statements.
The company had the following subsidiaries at 31 December 2025:
Name
Country of
incorporation
and place of
business Nature of business
Proportion
of ordinary
shares directly
held by the
Parent (%)
Proportion
of ordinary
shares directly
held by the
Group (%)
Metro Bank PLC
1
UK Retail and commercial
banking services
100% –
SME Invoice Finance Ltd
1
UK Invoice financing – 100%
SME Asset Finance Ltd
1
UK Asset financing – 100%
1. All of the Company’s subsidiaries have their registered address at One Southampton Row, London, WC1B 5HA.
The proportion of the voting rights in the subsidiary undertakings held directly by the
Company do not differ from the proportion of ordinary shares held.
Investment in subsidiaries
Company
2025
£’million
Company
2024
£’million
1 January 1,112 682
Deemed capital contribution
1
251 2
Reversal of impairment in subsidiary – 428
31 December 1,363 1,112
1. Includes £250 million AT1 securities issued in 2025.
The investment in subsidiaries predominantly relates to the investment in the ordinary shares
of Metro Bank PLC of £1,109 million (2024: £1,109 million) and the issuance of AT1 securities
of £250 million (2024: £nil).
Transactions between the Company and Group subsidiaries
2025
£’million
2024
£’million
Amounts outstanding as at 31 December owed to Metro Bank PLC 38 29
Amounts outstanding as at 31 December owed by Metro Bank PLC 14 14
4. Debt securities
Details of the Company’s debt securities in issue can be found in note 20 to the Group’s
consolidated financial statements.
Hedge accounting is not applicable to the debt securities in issue at the Company level.
2025
£’million
2024
£’million
1 January 671 670
Issuances – –
Redemption – –
Costs associated with issuance – –
Unwind of issuance costs 1 1
31 December 672 671
As a result of the insertion of the holding company in May 2023, the £350 million MREL
was transferred to Metro Bank Holdings PLC. This has subsequently been reissued
internally by the holding company to Metro Bank PLC.
198
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes to the company financial statements continued
5. Share capital, share premium and other equity instruments
As set out in note 1 the Company was incorporated on 29 September 2022 with £50,000
of redeemable preference shares and £2 of ordinary shares. The redeemable preference
shares were redeemed on 31 March 2025.
As at 31 December 2025, the Company had 673.3 million ordinary shares of 0.0001p
authorised and in issue. Further details on the Company’s called-up share capital can be
found in note 26 to the Group’s consolidated financial statements.
Other equity instruments of £242 million (31 December 2024: Nil) include AT1 securities
issued by Metro Bank Holdings PLC. The AT1 securities are perpetual securities with no
fixed maturity or redemption date and are structured to qualify as AT1 instruments under
prevailing capital rules applicable as at the relevant issue date. Further details can be found
in note 26 to the Group’s consolidated financial statements.
6. Directors and employees
The Company has no employees. Metro Bank PLC provides the Company with employee
services and bears the costs, along with other subsidiaries in the Group, associated with
the Directors of the Company. These costs are not recharged to the Company.
7. Controlling party
As at 31 December 2025, the controlling party of Metro Bank Holdings PLC was Jaime
Gilinski Bacal, through Spaldy Investments Limited, a company registered in the British
Virgin Islands and of which he is the sole director and shareholder.
The registered office of Spaldy Investments Limited is at the offices of Aleman, Cordero,
Galindo & Lee Trust (BVI) Limited, 3rd Floor, Yamraj Building, Market Square, P.O. Box 3175,
Road Town, Tortola, British Virgin Islands.
199
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Additional
information
201 Country-by-country report
202 Independent auditors’ report to the Directors of
Metro Bank Holdings PLC
204 Alternative performance measures
209 Abbreviations
210 Shareholder information
Relationship Story – Twycross Zoo
Twycross Zoo, an internationally recognised conservation charity and
award-winning visitor attraction.
“ Metro Bank helped us get through the challenging times and have
supported us ever since, so we can carry on doing our critical work as a
global conservation charity.” - Craig Dunkerley, CEO of Twycross Zoo.
Scan and click to view our case study
on Twycross Zoo online at:
www.metrobankonline.co.uk/
business/customer-stories/twycross-
zoo-case-study/
200
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Country-by-country report
The reporting obligations set out in the Capital Requirements Directive IV (CRD IV) have
been implemented in the UK by the Capital Requirements (Country-by-Country Reporting)
Regulations. The purpose of the regulations is to provide clarity on the source of the
Group’s income and the locations of its operations.
The Group is a credit institution for the purposes of CRD IV and is therefore within the
scope of Country-by-Country Reporting. Our activities are disclosed within note 1 to the
financial statements.
For the purposes of Country-by-Country Reporting, the appropriate disclosures required
are summarised below:
UK
Number of employees (average full-time equivalent) 2,859
Turnover (£’million) 593
Profit before tax (£’million) 87
Tax expense (£’million) (18)
Corporation tax paid (£’million) –
No public subsidies were received during the year.
Note 1. Basis of preparation
Country
Metro Bank Holdings PLC and its subsidiaries only operate within the UK and are all UK
registered entities.
Full-time equivalent employees
FTE employees are allocated to the country in which they are primarily based for the
performance of their employment duties. The figures disclosed represent the average
number of FTE employees, all of which were employed in the UK.
Turnover and loss before tax
Turnover and loss before tax are compiled from the Metro Bank Holdings PLC consolidated
financial statements for the year ended 31 December 2025, which are prepared in
accordance with IFRS. Turnover represents the sum of the Group’s net interest income, net
fee and commission income, net gains on sale of assets and other income.
Tax credit and corporation tax paid
Corporation tax paid represents the net cash taxes paid to the tax authority, HMRC, during
2025. Corporation tax paid is reported on a cash basis and will normally differ from the tax
expense recorded for accounting purposes due to:
• timing differences in the accrual of the tax charge
• brought forward losses from previous years that were used to extinguish a portion of the
Company’s taxable profits
• other differences between when income and expenses are accounted for under IFRS
and when they become taxable.
201
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Independent auditors’ report to the Directors of Metro Bank Holdings PLC
Report on the audit of the country-by-country information
Opinion
In our opinion, Metro Bank Holdings plc group country-by-country information for the year ended
31 December 2025 has been properly prepared, in all material respects, in accordance with the
requirements of the Capital Requirements (Country-by-Country Reporting) Regulations 2013.
We have audited the country-by-country information for the year ended 31 December 2025 in the
Country-by-Country Report.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”),
including ISA (UK) 800 and ISA (UK) 805, and applicable law. Our responsibilities under ISAs (UK) are
further described in the Auditors’ responsibilities for the audit of the country-by-country information
section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the country-by-country information in the UK, which includes the FRC’s
Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Emphasis of matter – Basis of preparation
In forming our opinion on the country-by-country information, which is not modified, we draw
attention to note 1 of the country-by-country information which describes the basis of preparation.
The country-by-country information is prepared for the directors for the purpose of complying with
the requirements of the Capital Requirements (Country-by-Country Reporting) Regulations 2013. The
country-by-country information has therefore been prepared in accordance with a special purpose
framework and, as a result, the country-by-country information may not be suitable for another
purpose.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s ability to continue to adopt the going
concern basis of accounting included:
• Understanding the directors’ going concern assessment process, including the preparation
and approval of the budget. We obtained management’s Board approved forecast covering
the going concern period of assessment of 15 months from the date of authorisation of these
financial statements. We evaluated the forecasting method adopted by the directors in assessing
going concern;
• Evaluation of management’s financial and regulatory capital forecasts. We checked the
mathematical accuracy of the model and evaluated the key assumptions using our understanding
of the group and external evidence where appropriate. We used our Prudential Regulatory experts
to review the bank’s risk weighted assets and forecast capital requirement assumptions. We also
performed a comparison of the 2025 budget and the actual results to assess the accuracy of the
budgeting process;
• Evaluation of the appropriateness of management’s severe but plausible scenarios using our
understanding of the group and the external environment. We considered the mitigating actions that
management identified, including the reduction of costs and slowing down the origination of new loans
and advances, and assessed whether these were in the control of management and possible in the
going concern period of assessment;
• Reviewing management’s stress testing of liquidity and evaluation of the impact on liquidity of past
stress events. We substantiated the liquid resources held, and liquidity facilities available to the
group, for example, with the Bank of England;
• Reviewing correspondence between the bank and its regulators. We met with the PRA during the
audit and understood the PRA’s perspectives on the bank’s risks and its capital and liquidity position;
and
• Assessing the adequacy of disclosures in the Going Concern statement in note 1 of the
Consolidated and Company Financial Statements and within the Viability statement and going
concern section on pages 46 to 47 and found that these appropriately reflect the key areas of
uncertainty identified.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group’s ability
to continue as a going concern for a period of at least twelve months from the date on which the
country-by-country information is authorised for issue.
In auditing the country-by-country information, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the country-by-country information is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee
as to the group’s ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Responsibilities for the country-by-country information and the audit
Responsibilities of the directors for the country-by-country information
The directors are responsible for the preparation of the country-by-country information in accordance
with the requirements of the Capital Requirements (Country-by-Country Reporting) Regulations 2013
as explained in the basis of preparation in note 1 of the Country-by-Country Report and accounting
policies in the Consolidated and Company financial statements, and for determining that the basis
of preparation and accounting policies are acceptable in the circumstances. The directors are also
responsible for such internal control as they determine is necessary to enable the preparation of
country-by-country information that is free from material misstatement, whether due to fraud or error.
In preparing the country-by-country information, the directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
202
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Independent auditors’ report to the Directors of Metro Bank Holdings PLC continued
Auditors’ responsibilities for the audit of the country-by-country information
It is our responsibility to report on whether the country-by-country information has been properly
prepared in accordance with the relevant requirements of the Capital Requirements (Country-by-
Country Reporting) Regulations 2013.
Our objectives are to obtain reasonable assurance about whether the country-by-country information
as a whole is free from material misstatement, whether due to fraud or error, and to issue an
auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this country-by-country information.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of
non-compliance with laws and regulations related to breaches of the rules of the Financial Conduct
Authority (FCA) and Prudential Regulatory Authority (PRA), and we considered the extent to which non-
compliance might have a material effect on the country-by-country information. We also considered
those laws and regulations that have a direct impact on the country-by-country information such as
UK tax legislation and the Capital Requirements (Country-by-Country Reporting) Regulations 2013. We
evaluated management’s incentives and opportunities for fraudulent manipulation of the country-by-
country information (including the risk of override of controls), and determined that the principal risks
were related to posting manual journal entries to manipulate financial performance and management
bias in accounting estimates. Audit procedures performed included:
• Enquiries of the Audit Committee, management, internal audit and the group’s legal counsel,
including consideration of known or suspected instances of non-compliance with laws and
regulation and fraud;
• Evaluation of the design and implementation of controls designed to prevent and detect
irregularities relevant to financial reporting;
• Reviewing key correspondence and holding discussions with the FCA and the PRA, in relation to the
group’s compliance with banking regulations;
• Incorporating unpredictability into the nature, timing and extent of our testing;
• Challenging assumptions and judgements made by management in respect of the determination
of the allowance for expected credit losses on loans and advances to customers and the carrying
value of the investment in subsidiary (see related key audit matters);
• Identifying and testing journal entries including those posted by infrequent or unexpected users,
posted to certain account combinations and those posted late in the financial reporting process;
and
• Identifying and testing significant and unusual transactions and material non-recurring items such
as impairments and write-offs.
There are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances of non-compliance with laws and regulations that are not closely related to events
and transactions reflected in the country-by-country information. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
A further description of our responsibilities for the audit of the country-by-country information is
located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of
our auditors’ report.
Use of this report
This report, including the opinion, has been prepared for and only for the Group’s directors in
accordance with the Capital Requirements (Country-by-Country Reporting) Regulations 2013 and
for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come, save
where expressly agreed by our prior consent in writing.
The engagement partner responsible for this audit is Daniel Brydon.
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
15 April 2026
203
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Alternative performance measures (unaudited)
In the reporting of financial information, we use certain measures that are not required under IFRS, the Generally Accepted Accounting Principles (GAAP) under which we report. These
measures are consistent with those used by management to assess underlying performance. In addition, a number of non-IFRS metrics are calculated which are commonly used within
the banking industry.
These alternative performance measures have been defined below:
Metric KPI
Scorecard
measure LTIP Definition
Cost of deposits
1
Interest expense on customer deposits divided
by the average deposits from customers for
the year.
Yes No No
2025
£’million
2024
£’million
Interest on customer deposits 143.2 303.6
Average deposits from customer 13,487 15,530
Cost of deposits 1.06% 1.95%
Cost of risk
1
Impairment charges net of debt recoveries
divided by simple average gross loans for
the year.
Yes Yes No
2025
£’million
2024
£’million
Expected credit loss expense 14.3 7.1
Average gross lending 8,954 11,223
Cost of risk 0.16% 0.06%
Coverage ratio
1
Expected credit losses as a percentage
of gross loans.
No No No
2025
£’million
2024
£’million
Expected credit losses 170 191
Gross loans and advances to customers 8,993 9,204
Coverage ratio 1.89% 2.07%
Retail mortgages
2025
£’million
2024
£’million
Expected credit losses 16 15
Gross retail mortgage lending 4,940 5,145
Coverage ratio 0.32% 0.29%
Consumer
2025
£’million
2024
£’million
Expected credit losses 67 108
Gross consumer lending 114 745
Coverage ratio 58.77% 14.50%
Corporate and commercial
2025
£’million
2024
£’million
Expected credit losses 87 68
Gross commercial lending 3,939 3,314
Coverage ratio 2.21% 2.05%
1. Ratios are calculated using underlying figures.
204
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Alternative performance measures (unaudited) continued
Metric KPI
Scorecard
measure LTIP Definition
Loan-to-deposit ratio
1
Loans and advances to customers expressed as
a percentage of total deposits. It is a commonly
used ratio within the banking industry to
assess liquidity.
Yes No No
2025
£’million
2024
£’million
Net loans and advances to customers 8,823 9,013
Deposits from customers 13,445 14,458
Loan-to-deposit ratio 66% 62%
Net interest margin
Net interest income as a percentage of
average interest-earning assets.
No No No
2025
£’million
2024
£’million
Net interest income 460.3 377.9
Average interest-earning assets 15,458 19,800
Net interest margin 2.98% 1.91%
Non-performing loan ratio
1
Gross balance of loans in stage three
(non-performing loans) as a percentage
of gross loans as at year end.
No No No
2025
£’million
2024
£’million
Stage three loans 462 504
Loans and advances to customers 8,993 9,204
Non-performing loan ratio 5.14% 5.48%
Retail mortgages
2025
£’million
2024
£’million
Stage three loans 220 203
Loans and advances to customers 4,940 5,145
Non-performing loan ratio 4.45% 3.95%
Consumer
2025
£’million
2024
£’million
Stage three loans 74 97
Gross consumer lending 114 745
Non-performing loan ratio 64.91% 13.02%
Corporate and commercial
2025
£’million
2024
£’million
Stage three loans 168 204
Gross commercial lending 3,939 3,314
Non-performing loan ratio 4.27% 6.16%
1. Ratios calculated using underlying figures.
205
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Alternative performance measures (unaudited) continued
Metric KPI
Scorecard
measure LTIP Definition
Return on tangible equity
Profit after tax, distributable to ordinary
shareholders, divided by average tangible
equity (equity excluding other equity
instruments adjusted for the deduction
of intangible assets).
Yes No Ye s
2025
£’million
2024
£’million
Profit/(loss) after tax 52 (211)
Average tangible equity 818 901
Return on tangible equity 6% (23%)
Statutory cost:income ratio
1
Statutory total operating expenses as
a percentage of statutory total income.
Yes Yes No
2025
£’million
2024
£’million
Total operating expenses 491.8 610.3
Total income 593.3 405.3
Statutory cost:income ratio 83% 151%
Total shareholder return
Total capital gains and dividends returned
to investors over a three-year rolling period.
Yes No Ye s
2025
£
2024
£
Share price at the start of the period 0.94 0.37
Share price at the end of the period 1.21 0.94
Total shareholder return 28% 155%
Tangible net asset value per share
Calculated by dividing shareholders’ equity
(excluding other equity instruments less
intangible assets) by the number of issued
ordinary shares.
Yes No No
2025
£’million
2024
£’million
Shares in issue 673 673
Total equity (excluding other equity instruments) 1,242 1,183
Intangible assets 143 126
Tangible net asset value per share £1.63 £1.57
Underlying cost:income ratio
Underlying total operating expenses as
a percentage of underlying total income.
No No No
2025
£’million
2024
£’million
Total underlying operating expenses 472.7 510.4
Total underlying income 585.1 503.5
Underlying cost:income ratio 81% 101%
Underlying profit/(loss) represents an adjusted measure, excluding the effect of certain items that are considered
to distort year-on-year comparisons in order to provide readers with a better and more relevant understanding
of the underlying trends in the business.
Details of the calculation of underlying profit/(loss) can be found on page 208.
1. Ratios calculated using underlying figures.
206
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Alternative performance measures (unaudited) continued
The following items are considered to be non-underlying:
Non-underlying item Description Reason for exclusion
Impairment and
write-offs of property,
plant, equipment and
intangible assets
The costs associated with non-current assets that are no longer being used
by and/or generate future economic benefit for the business.
The impairments and write-offs relating to property, plant, equipment and
intangible assets are removed as they distort comparison between years. This is on
the basis that the write-offs and impairments relate to specific events and triggers
which are not consistent between years.
Net C&I costs
These costs and income relate to the delivery of commitments associated with the
Capability and Innovation Fund (awarded by BCR). Further details on this grant can
be found in note 23.
The commitments under the Capability and Innovation Fund continue through
to 2025. The costs associated with fulfilling the commitments and associated
income are felt to distort year-on-year comparison. Given the offsetting nature of
the income and expenditure, there is no net impact on our profitability from this
adjustment.
Remediation costs
Remediation costs comprise of money spent in relation to legal and regulatory
investigations, reviews and other such remediation costs. Significant spend in
2024 related to the conclusion of the FCA enquiry into legacy issues relating to
transaction monitoring systems and controls.
Remediation costs are felt to be time limited and disappear once investigations
have concluded. As such, we remove to allow greater comparability between
periods.
Transformation costs
Transformation costs primarily consist of the costs associated with redundancy
programmes during the current and prior year as part of our approach to right-
sizing teams as well as the costs of work undertaken to embed and enhance our
cost improvement programme.
The transformation costs are seen as a non-recurring cost stream aimed at
addressing the challenges the business faces. These are therefore removed in order
to prevent year-on-year distortion.
Portfolio sales
In the current and prior year, we made two significant portfolio sales, a prime
residential mortgage portfolio in 2024, and an unsecured personal loan portfolio
in 2025.
During 2024, we took proactive steps to strengthen the balance sheet and enable
positive asset rotation. The sale of certain portfolios was a part of these steps to
prime the Bank for growth and align to our revised strategy. Given the infrequency
of sales and the quantum of gains and losses, they have been removed in order to
prevent year-on-year distortion.
Costs associated with
capital raise
In November 2023, shareholders approved a £925 million capital package which
consisted of £150 million of new equity, £175 million of new MREL-eligible debt
and £600 million of debt refinancing. Costs associated with the refinancing were
expensed to the income statement, including the impact of discontinuing the
previous hedge relationships. Alongside this a £100 million gain was recognised
on the haircut agreed by Tier 2 bondholders.
The nature of the capital package meant it was both significant and one-off. The
expense recognised in 2024 was near zero and as such the item is not relevant
from 2025 onwards.
207
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Alternative performance measures (unaudited) continued
A reconciliation from statutory loss before tax to underlying profit before tax is set out below.
Year ended 31 December 2025
Statutory
basis
£’million
Impairment
and write-off of
property, plant,
equipment
and intangible
assets
£’million
Net C&I
costs
£’million
Transformation
costs
£’million
Remediation
costs
£’million
Portfolio sales
£’million
Cost associated
with capital raise
1
£’million
Underlying
basis
£’million
Net interest income 460.3 – – – – – – 460.3
Net fee and commission income 91.1 – – – – – – 91.1
Net gains on sale of assets 5.2 – – – – (5.2) – –
Other income 36.7 – (2.8) – – (0.2) – 33.7
Total income 593.3 – (2.8) – – (5.4) – 585.1
General operating expenses (429.4) – 2.8 14.4 1.2 – – (411.0)
Depreciation and amortisation (61.7) – – – – – – (61.7)
Impairment and write-offs of PPE and intangible assets (0.7) 0.7 – – – – – –
Total operating expenses (491.8) 0.7 2.8 14.4 1.2 – – (472.7)
Expected credit loss expense (14.3) – – – – – – (14.3)
Profit before tax 87.2 0.7 – 14.4 1.2 (5.4) – 98.1
Year ended 31 December 2024
Statutory
basis
£’million
Impairment
and write-off of
property, plant,
equipment
and intangible
assets
£’million
Net C&I
costs
£’million
Transformation
costs
£’million
Remediation
costs
£’million
Portfolio sales
£’million
Cost associated
with capital raise
1
£’million
Underlying
basis
£’million
Net interest income 377.9 – – – – – – 377.9
Net fee and commission income 93.2 – – – – – – 93.2
Net losses on sale of assets (101.4) – – – – 101.4 – –
Other income 35.6 – (3.4) – – 0.2 – 32.4
Total income 405.3 – (3.4) – – 101.6 – 503.5
General operating expenses (489.0) – 3.4 31.1 21.3 – 0.1 (433.1)
Depreciation and amortisation (77.3) – – – – – – (77.3)
Impairment and write-offs of PPE and intangible assets (44.0) 44.0 – – – – – –
Total operating expenses (610.3) 44.0 3.4 31.1 21.3 – 0.1 (510.4)
Expected credit loss expense (7.1) – – – – – – (7.1)
Loss before tax (212.1) 44.0 – 31.1 21.3 101.6 0.1 (14.0)
1. Relates to the capital raise in Q4 2023.
208
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Abbreviations
AGM Annual General Meeting
ALCO Asset and Liability Committee
ATM Automated teller machine
BAME Black, Asian and Minority Ethnic
BBLS Bounce Back Loan Scheme
BEIS Department of Business, Energy and Industrial Strategy
bps Basis points
C&I Capability and Innovation Fund
CEO Chief Executive Officer
CET1 Common Equity Tier 1 Capital
CFO Chief Financial Officer
CMA Competition and Markets Authority
CoF Cost of Funds
CRD Capital Requirements Directive
CRO Chief Risk Officer
D&I Diversity and inclusion
DNED Designated Non-Executive Director for Colleague Engagement
DTR Disclosure Guidance and Transparency Rules
DTV Debt-to-value
DVRP Deferred Variable Reward Plan
EAD Exposure at default
ECL Expected credit losses
EPC Energy Performance Certificate
ERC Executive Risk Committee
ESG Environmental, social, and governance
ExCo Executive Committee
FCA Financial Conduct Authority
FRC Financial Reporting Council
FSQS Financial Services Qualification System
FTE Full -ime equivalent
FVOCI Fair value through other comprehensive income
GDP Gross domestic product
GHG Greenhouse gases
HMO House in multiple occupation
HMRC His Majesty’s Revenue and Customs
HPI House price index
IAS International Accounting Standard
ICAAP Internal Capital Adequacy Assessment Process
IFRS International Financial Reporting Standards
ILAAP Internal Liquidity Adequacy Assessment Process
IRB Internal ratings based
KPI Key performance indicator
LGBTQ+ Lesbian, gay, bisexual, transgender, queer plus
LGD Loss given default
LIBOR London Inter-Bank Offered Rate
LTIP Long Term Incentive Plan
LTV Loan-to-value
MOs Model Overlays
MPs Members of Parliament
MREL Minimum requirement for own funds and eligible liabilities
MSc Master of Science
NED Non-Executive Director
NICs National Insurance contributions
NIM Net interest margin
NPL Non-performing loan
OFAC Office of Foreign Assets Control
PAYE Pay as you earn
PCAF Partnership for Carbon Accounting Financials
PD Probability of default
PMA Post model adjustments
POCI Purchased or originated credit impaired
PRA Prudential Regulation Authority
PwC PricewaterhouseCoopers LLP
REGO Renewable Energy Guarantee of Origin
RLS Recovery Loan Scheme
ROC Risk Oversight Committee
RoTE Return on Tangible Equity
RWAs Risk-weighted assets
SICR Significant increase in credit risk
SME Small or medium-sized enterprise
SONIA Sterling Overnight Index Average.
SVAP Shareholder Value Alignment Plan
TCFD Task Force on Climate-related Financial Disclosures
TFSME Term Funding Scheme with additional incentives for SMEs
UK United Kingdom
VAT Value added tax
VIU Value in use
209
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Shareholder information
Registrars
We have appointed Equiniti Limited to maintain our register of members. Shareholders
should contact Equiniti using the details below in relation to all general enquiries
concerning their shareholding:
Equiniti Limited
1, 2
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Telephone: 0371 384 2311
International callers: +44 (0) 371 384 2311
1. Equiniti Limited and Equiniti Financial Services Limited are part of the Equiniti group of companies. Company share
registration, employee scheme and pension administration services are provided through Equiniti Limited, which
is registered in England and Wales with No. 6226088. Investment and general insurance services are provided
through Equiniti Financial Services Limited, which is registered in England and Wales with No. 6208699 and is
authorised and regulated by the UK Financial Conduct Authority.
2. Lines are open from 8.30am to 5.30pm (UK time) Monday to Friday, excluding public holidays in England and Wales.
Registered and other offices
Our registered office and head office is:
One Southampton Row
London
WC1B 5HA
Telephone: 0345 08 08 500/0345 08 08 508
Website: metrobankonline.co.uk
Unsolicited mail
We are required by law to make our share register available on request to unconnected
organisations. As a consequence, shareholders may receive unsolicited mail, including
mail from unauthorised investment firms. If you wish to limit the amount of unsolicited
mail received, please contact the Mailing Preference Service, an independent organisation
whose services are free for consumers.
Further details can be obtained from:
Mailing Preference Service
MPS Freepost LON 20771
London
W1E 0ZT
Website: mpsonline.org.uk
Annual General Meeting
Our 2026 AGM will be held on 2 June 2026. Full details for the arrangements for the AGM
and details of the resolutions to be proposed, together with explanatory notes, will be set
out in the Notice of AGM to be published on our website.
Shareholder profile
Shareholder profile by size of holding as at 31 December 2025
Range
Total
number of
holdings
Percentage
of holders
Total number
of shares held
at 31 December
2025
Percentage
of total
0—100 235 25.24% 9,256 0.00%
101—500 135 14.50% 34,780 0.01%
501—5,000 229 24.60% 422,314 0.06%
5,001—100,000 169 18.15% 5,217,444 0.77%
100,001—500,000 85 9.13% 19,732,224 2.93%
500,000+ 78 8.38% 647,876,470 96.23%
Tota l 931 100% 673,292,488 100%
Shareholder profile by category as at 31 December 2025
Category
Number of
holdings
Percentage
of holders
within type
Shares held at
31 December
2025
Percentage
of issued
share capital
Private shareholders 583 62.62% 1,188,647 0.18%
Banks 3 0.32% 11,904 0.00%
Nominees and other institutional investors 345 37.06% 672,091,937 99.82%
Tota l 931 100% 673,292,488 100%
210
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Shareholder information continued
Forward-looking statements
This Annual Report and Accounts contains statements that are, or may be deemed to
be, forward-looking statements. Forward-looking statements typically use terms such
as ‘believes’, ‘projects’, ‘anticipates’, ‘expects’, ‘intends’, ‘plans’, ‘may’, ‘will’, ‘would’, ‘could’ or
‘should’ or similar terminology. Any forward-looking statements in this Annual Report and
Accounts are based on our current expectations and, by their nature, forward-looking
statements are subject to a number of risks and uncertainties, many of which are beyond
our control, which could cause our actual results and performance to differ materially from
any expected future results or performance expressed or implied by any forward-looking
statements. As a result, you are cautioned not to place undue reliance on such forward-
looking statements. Past performance should not be taken as an indication or guarantee of
future results, and no representation or warranty, expressed or implied, is made regarding
future performance. No assurances can be given that the forward-looking statements in
this Annual Report and Accounts will be realised. We undertake no obligation to release
the results of any revisions to any forward-looking statements in this Annual Report and
Accounts that may occur due to any change in its expectations or to reflect events or
circumstances after the date of this announcement and we disclaim any such obligation.
211
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Notes
212
Metro Bank Holdings PLC
Annual Report and Accounts 2025
Strategic
report
Governance
Risk report
Financial
statements
Additional
information
Metro Bank Holdings PLC’s commitment to environmental issues
is reflected in this Annual Report, which has been printed on Arena
Smooth Extra White, an FSC
®
certified material. This document
was printed by Park Communications using its environmental
print technology, which minimises the impact of printing on the
environment, with 99% of dry waste diverted from landfill.
Both the printer and the paper mill are registered to ISO 14001.
Produced by Design Portfolio
www.design-portfolio.co.uk
Metro Bank Holdings PLC
metrobankonline.co.uk
Metro Bank Holdings PLC Annual Report and Accounts 2025
Metro Bank Holdings PLC Annual Report and Accounts 2025