巴克莱美股招股说明书(2025-02-18版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell, nor a solicitation of an offer to buy, securities in anyjurisdiction where the offer or sale is not permitted. Prospectus Supplement to Prospectus dated March1, 2024 % Fixed Rate Resetting Perpetual SubordinatedContingent Convertible Securities Barclays PLC We, Barclays PLC (the “Issuer”), are issuing $aggregate principal amount of% Fixed Rate Resetting Perpetual SubordinatedContingent Convertible Securities (the “Securities”). From (andincluding) the Issue Date (as defined herein) to (but excluding), 20(such date and each fifth (5th) anniversary thereafter being a “Reset Date”), the interest rate on the Securities will be% per annum. From (andincluding) each Reset Date to (but excluding) the next following Reset Date, the applicable per annum interest rate will be equal to the sum, asdetermined by the Calculation Agent (as defined herein), of the applicableMid-MarketSwap Rate (as defined herein) on the relevant ResetDetermination Date (as defined herein) and%, converted to a quarterly rate in accordance with market convention as instructed by the Issuer(rounded to three decimal places, with 0.0005 rounded down). The interest rate following any Reset Date may be less than the initial interest rate and/orthe interest rate that applies immediately prior to such Reset Date. Subject to the conditions described herein, interest, if any, will be payable quarterly inarrear on March15, June15, September15 and December15 of each year (each, an “Interest Payment Date”), commencing on June15, 2025. We will apply to the London Stock Exchange plc (the “LSE”) for the Securities to be admitted to trading on the LSE’s International SecuritiesMarket (the “ISM”). The ISM is not a regulated market for the purposes of MiFID II or U.K. MiFIR (each as defined herein).The ISM is a market designated forprofessional investors. Securities admitted to trading on the ISM are not admitted to the Official List of the U.K. Financial Conduct Authority(the “FCA”). The LSE has not approved or verified the contents of either this prospectus supplement or the accompanying prospectus.Neitherthis prospectus supplement nor the accompanying prospectus comprises (i)a prospectus or listing particulars for the purposes of Part VI of the FinancialServices and Markets Act 2000, as amended (the “FSMA”) or (ii)a prospectus for the purposes of Regulation (EU) 2017/1129 or Regulation (EU)2017/1129 as it forms part of domestic law of the United Kingdom (“U.K.”) by virtue of the European Union (Withdrawal) Act 2018 (the “WithdrawalAct”). As described in this prospectus supplement, the terms of the Securities provide that interest on the Securities will be due and payable onlyat the sole discretion of the Issuer, and the Issuer shall have sole and absolute discretion at all times and for any reason to cancel (in whole or inpart) any interest payment that would otherwise be payable on any Interest Payment Date. As described herein, the terms of the Securities alsoprovide for circumstances under which the Issuer shall be restricted from making an interest payment (in whole or in part) on the Securities onan Interest Payment Date, and the interest payable in respect of any such Interest Payment Date shall be deemed cancelled (in whole or in part)and therefore not due and payable. Interest will only be due and payable on an Interest Payment Date to the extent it is not cancelled or deemedcancelled in accordance with the terms of the Securities and as further described herein. Any interest cancelled or deemed cancelled (in eachcase, in whole or in part) in accordance with the terms of the Securities and as further described herein shall not be due and shall notaccumulate or be payable at any time thereafter, and holders of the Securities shall have no rights thereto or to receive any additional interestor compensation as a result of such cancellation or deemed cancellation. Table of Contents The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result of the fact that the Securities are perpetual securitiesand that interest on the Securities will be due and payable only at our sole discretion and that we may cancel (in whole or in part) any interest payment atany time, we are not required to make any payment of the principal amount of the Securities at any time prior to ourwinding-upor administration andyou may not receive interest on any Interest Payment Date. The Securities will constitute our direct, unsecured and subordinated obligations, rankingpari passuwithout any preference among themselves, asdescribed herein. The Securities will be in registered form in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof. As described herein, we may, at our option, redeem the Securities, in whole but not