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PRS - LSEG US Fin Corp;London Stock Exchange Group PLC;LSEGA Financing plc;LSEG Netherlands B.V. - Supplementary Prospectus

Company: London Stock Exchange Group PLC Date: 2025-08-12 Language: English Register to download

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## SUPPLEMENT DATED 8 AUGUST 2025 TO THE OFFERING CIRCULAR DATED 28 MARCH 2025

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# London Stock Exchange Group plc

(incorporated with limited liability in England and Wales under registered number 05369106)

## LSEGA Financing plc

(incorporated with limited liability in England and Wales under registered number 13091751)

## LSEG Netherlands B.V.

(incorporated with limited liability in The Netherlands with registered number 81019548)

## LSEG US Fin Corp.

(incorporated as a corporation in the State of Delaware with registered number 6812192)

# £10,000,000,000 Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed, in the case of Notes issued by LSEGA Financing plc, LSEG Netherlands B.V. or LSEG US Fin Corp., by London Stock Exchange Group plc

This Supplement (the "Supplement") to the Offering Circular (the "Offering Circular") dated 28 March 2025 which comprises a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), constitutes a supplement to the prospectus for the purposes of Article 23 of the UK Prospectus Regulation and is prepared in connection with the £10,000,000,000 Euro Medium Term Note Programme established by London Stock Exchange Group plc ("LSEG plc"), LSEGA Financing plc ("LSEGA"), LSEG Netherlands B.V. ("LSEGN") and LSEG US Fin Corp. ("LUFC", and together with LSEG plc, LSEGA and LSEGN, the "Issuers" and each an "Issuer"). Notes issued by LSEGA, LSEGN or LUFC will be unconditionally and irrevocably guaranteed by LSEG plc (LSEG plc, in such capacity, the "Guarantor").

Terms defined in the Offering Circular have the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Offering Circular and any other supplements to the Offering Circular issued by the Issuers and the Guarantor.

The Issuers and the Guarantor each accept responsibility for the information contained in this Supplement. To the best of the knowledge and belief of each of the Issuers and the Guarantor, the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

### Purpose of the Supplement

The purpose of this Supplement is to (a) update certain information in the "Documents incorporated by reference" section of the Offering Circular, (b) incorporate by reference the unaudited but reviewed condensed consolidated financial statements of LSEG plc for the six months ended 30 June 2025, and the auditor's independent review report thereon (set out on page 50 of LSEG plc's interim report for the six months ended

30 June 2025) (the "LSEG plc H1 2025 Financial Statements") and (c) include a new "Significant or Material Change" statement.

### Documents incorporated by reference

By virtue of this Supplement, the section "Documents incorporated by reference" on pages 54 to 57 of the Offering Circular shall be updated as follows:

- 1. the page references in subsection (e) of the audited financial statements of LSEGN and the related independent auditor's report shall be updated to refer to pages 1 to 33;
- 2. the words "and the authoritative statements in the Dutch Accounting standards for Annual Reporting in the Netherlands as issued by the Dutch Accounting Standards Board" in the penultimate paragraph on page 55 that begins "The audited financial statements of LSEGN…" shall be deleted; and
- 3. the words "prepared by management of LSEGN" shall be included in the last paragraph on page 55 that begins "The following is a narrative description…", after the words "narrative description".

### LSEG plc H1 2025 Financial Statements

On 31 July 2025 LSEG plc published the LSEG plc H1 2025 Financial Statements (available at https://www.lseg.com/content/dam/lseg/en\_us/documents/investor-relations/financial-results/interimreport/lseg-interim-report-h1-2025-31july2025.pdf). By virtue of this Supplement, those LSEG plc H1 2025 Financial Statements are incorporated in, and form part of, the Offering Circular.

If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the UK Prospectus Regulation except where such information or other documents are specifically incorporated by reference or attached to this Supplement.

Any non-incorporated parts of a document referred to in this Supplement are either deemed not relevant for an investor or are otherwise covered elsewhere in the Offering Circular.

### General Information

The paragraph "Significant or Material Change" on page 170 of the Offering Circular shall be deemed deleted and replaced with the following paragraph:

"There has been no significant change in the financial position or financial performance of LSEG plc or the Group since 30 June 2025.

There has been no significant change in the financial position or financial performance of LSEGN, LSEGA and LUFC since 31 December 2024.

There has been no material adverse change in the financial position or prospects of any Issuer, the Guarantor or the Group since 31 December 2024."

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Offering Circular by this Supplement and (b) any other statement in or incorporated by reference in the Offering Circular, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Offering Circular since the publication of the Offering Circular.