NGG National Grid Plc New

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

National Grid plc

(Exact Name of Registrant as Specified in Its Charter)

1-3 Strand, London WC2N 5EH,

England

+44 (0) 207 004 3000

(Address of Principal Executive Offices, including Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-256888

Securities to be registered pursuant to Section 12(g) of the Act:

None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The Registrant has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, the prospectus supplement dated January 8, 2024 (the “Prospectus Supplement”) to a base prospectus dated June 8, 2021 (the “Prospectus”) contained in the registration statement of the Registrant on Form F-3ASR (File No. 333-256888) filed with the Commission on June 8, 2021, as amended by Post-Effective Amendment No.1 on Form F-3 filed with the Commission on June 5, 2023, relating to the securities to be registered hereunder. The Registrant incorporates by reference the Prospectus and Prospectus Supplement to the extent set forth below.

Item 1. Description of Registrant’s Securities to be Registered.

The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of the Debt Securities” and “Material Tax Considerations” of the Prospectus, and “Description of the Notes” of the Prospectus Supplement.

Item 2. Exhibits.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: January 17, 2024