巴克莱美股招股说明书(2025-08-06版)

$1,500,000,000 4.476%Fixed-to-FloatingRate Senior Callable Notes due 2029 $1,250,000,000 5.860%Fixed-to-FloatingRate Senior Callable Notes due 2046 $500,000,000 Floating Rate Senior Callable Notes due 2029 Barclays PLC We, Barclays PLC (the “Issuer”), are issuing $1,500,000,000 aggregate principal amount of 4.476%Fixed-to-FloatingRate Senior Callable Notesdue 2029 (the “2029 notes”), $1,250,000,000 aggregate principal amount of 5.860%Fixed-to-FloatingRate Senior Callable Notes due 2046 (the “2046notes” and, together with the 2029 notes, the“fixed-to-floatingrate notes”), and $500,000,000 aggregate principal amount of Floating Rate SeniorCallable Notes due 2029 (the “floating rate notes”, and the floating rate notes together with thefixed-to-floatingrate notes, the “notes”). From (and including) the Issue Date (as defined below) to (but excluding) November 11, 2028 (the “2029 Notes Par Redemption Date”) (the“2029 Notes Fixed Rate Period”), the 2029 notes will bear interest at a rate of 4.476% per annum. During the 2029 Notes Fixed Rate Period, interestwill be payable semi-annually in arrear on May 11 and November 11 in each year, commencing on May 11, 2026 (long first interest period). From (andincluding) the 2029 Notes Par Redemption Date to (but excluding) the 2029 Notes Maturity Date (as defined below) (the “2029 Notes Floating RatePeriod”), interest will accrue on the 2029 notes at a floating rate equal to a benchmark rate based on Compounded Daily SOFR (as defined below),calculated in arrear as described herein and compounding daily over each 2029 Notes Floating Rate Interest Period (as defined below), plus 1.08% perannum. During the 2029 Notes Floating Rate Period, interest will be payable quarterly in arrear on February 11, 2029, May 11, 2029, August 11, 2029and the 2029 Notes Maturity Date. From (and including) the Issue Date to (but excluding) August 11, 2045 (the “2046 Notes Par Redemption Date”, and each of the 2029 Notes ParRedemption Date and the 2046 Notes Par Redemption Date, a“Fixed-to-FloatingRate Notes Par Redemption Date”) (the “2046 Notes Fixed RatePeriod”), the 2046 notes will bear interest at a rate of 5.860% per annum. During the 2046 Notes Fixed Rate Period, interest will be payable semi-annually in arrear on February 11 and August 11 in each year, commencing on February 11, 2026. From (and including) the 2046 Notes Par RedemptionDate to (but excluding) the 2046 Notes Maturity Date (as defined below) (the “2046 Notes Floating Rate Period”), interest will accrue on the 2046 notesat a floating rate equal to a benchmark rate based on Compounded Daily SOFR, calculated in arrear as described herein and compounding daily overeach 2046 Notes Floating Rate Interest Period (as defined below), plus 1.83% per annum. During the 2046 Notes Floating Rate Period, interest will bepayable quarterly in arrear on November 11, 2045, February 11, 2046, May 11, 2046 and the 2046 Notes Maturity Date. From (and including) the Issue Date, interest will accrue on the floating rate notes at a floating rate equal to a benchmark rate based onCompounded Daily SOFR, calculated in arrear as described herein and compounding daily over each Floating Rate Notes Interest Period (as definedbelow), plus 1.08% per annum. Interest on the floating rate notes will be payable quarterly in arrear on February 11, May 11, August 11 and November11 of each year, commencing on November 11, 2025 and ending on theFloating Rate Notes Maturity Date (as defined below). The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations rankingpari passuwithout any preference amongthemselves. In the event of ourwinding-upor administration, the notes will rankpari passuwith all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by We may, at our option, redeem (i)the 2029 notes, in whole or in part, pursuant to the 2029 Notes Make-Whole Redemption (as defined below) atany time on or after February 11, 2026 (six months following the Issue Date and, if any additional 2029 notes are issued after the Issue Date, except forthe period of six months beginning on the issue date for any such additional 2029 notes) to (but excluding) the 2029 Notes Par Redemption Date; and/ or(ii)the 2029 notes then outstanding, in whole but not in part, on the 2029 Notes Par Redemption Date, at an amount equal to 100% of their principalamount together with accrued but unpaid interest, if any, on the principal amount of the 2029 notes to be redeemed to (but excluding) the redemptiondate, on the terms and subject to the provisions set forth in this prospectus supplement under “Description of Senior Notes—Optional Redemption.” We may, at our option, redeem (i)the 2046 notes, in whole or in part, pursuant to the 2046 Notes Make-Whole Redemption (as defined below) atany time on or after February 11, 2026 (six months following the Issue Date and, if any addition