劳埃德银行(US ADR)美股招股说明书(2025-10-27版)

Registration No. 333-287829 PRELIMINARY PROSPECTUS SUPPLEMENT(to prospectus dated June 6, 2025) Lloyds Banking Group plcFixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities(Callable September, 2035 and every five years thereafter) The $fixed rate reset additional tier 1 perpetual subordinated contingent convertible securities (callable September, 2035and every five years thereafter) (the “Additional Tier 1 Securities”) are perpetual securities with no maturity date.From andincluding November, 2025 (the “Issue Date”) to but excluding September, 2035 (the “First Reset Date”), interest will accrueon the Additional Tier 1 Securities at an initial rate equal to% per annum. The First Reset Date and every fifth anniversarythereafter shall be a “Reset Date”. From and including each Reset Date to but excluding the next succeeding Reset Date, interest willaccrue on the Additional Tier 1 Securities at a rate per annum calculated by the Calculation Agent on the relevant Reset DeterminationDate as being equal to the sum of the applicable U.S. Treasury Rate and%, such sum being converted to a quarterly rate inaccordance with market convention (rounded to three decimal places, with 0.0005 rounded down). Subject to the conditions asdescribed further below, we will pay interest, if any, quarterly in arrear on March, June, Septemberand Decemberof eachyear, commencing on March, 2026 (long first interest period) (each, an “Interest Payment Date”). The regular record dates for theAdditional Tier 1 Securities will be the fifteenth calendar day preceding each Interest Payment Date, whether or not such day is aBusiness Day (the “Record Date”). We may redeem the Additional Tier 1 Securities in whole, but not in part, at 100% of their principal amount, together with anyaccrued and unpaid interest on the Additional Tier 1 Securities, excluding any interest which has been canceled or deemed to becanceled in accordance with the terms of the Additional Tier 1 Securities, to, but excluding, the date fixed for redemption, (i) upon theoccurrence of certain tax events or (ii) upon the occurrence of certain regulatory events, subject, in each case, to the conditionsdescribed in this prospectus supplement. The Additional Tier 1 Securities will also be redeemable in whole, but not in part, at ouroption and in our sole discretion on the First Reset Date or on any Reset Date thereafter at 100% of their principal amount, togetherwith any accrued and unpaid interest on the Additional Tier 1 Securities, excluding any interest which has been canceled or deemed tobe canceled in accordance with the terms of the Additional Tier 1 Securities, to, but excluding, the date fixed for redemption. Any suchredemption shall, among other requirements, be subject to the receipt of permission from the Relevant Regulator, as described in thisprospectus supplement. The Additional Tier 1 Securities will constitute our direct, unsecured, unguaranteed and subordinated obligations, rankingparipassuwithout any preference among themselves. The rights and claims of the holders and beneficial owners against LBG in respect of,or arising from, the Additional Tier 1 Securities (including any damages, if payable) will be subordinated to the claims of our SeniorCreditors (as defined herein, and includes certain claims in respect of subordinated liabilities). As described in this prospectus supplement, upon the occurrence of a Trigger Event (as defined herein), an AutomaticConversion (as defined herein) will occur and all of our obligations under the Additional Tier 1 Securities shall be irrevocablyand automatically released in consideration of our issuance and delivery of the Settlement Shares (as defined herein). The Additional Tier 1 Securities are not intended to be sold and should not be sold to retail clients as defined in the U.K.Financial Conduct Authority Conduct of Business Sourcebook (“COBS”) rule 3.4, as amended or replaced from time to time.Prospective investors are referred to the section headed “Important Information—Prohibition on marketing and sales to retailinvestors” commencing on page S-4 of this prospectus supplement. Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant toSections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified or amended from time totime (the “SFA”), we have determined, and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA) thatthe Additional Tier 1 Securities are “prescribed capital markets products” (as defined in the Securities and Futures (CapitalMarkets Products of Singapore) Regulations 2018 of Singapore) and “Excluded Investment Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations onInvestment Products). Notwithstanding any other agreements, arrangements, or understandings b