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Barclays PLC Capital/Financing Update 2026
5250_rns_2026-04-29_522b36e5-bccd-47f7-9083-5b449dfe3e01.pdf
Capital/Financing Update
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Supplemental Information Memorandum
AUD Debt Issuance Programme
Issuer
Barclays PLC
(incorporated in England and Wales with limited liability and registered number 48839)
Arranger and Dealer
Barclays Bank PLC
The date of this Supplemental Information Memorandum is 29 April 2026
Important Notice
Introduction
This Supplemental Information Memorandum supplements the Information Memorandum dated 10 March 2026 (the "2026 Information Memorandum") issued by Barclays PLC (the "Issuer").
The 2026 Information Memorandum and this Supplemental Information Memorandum each relate to the Issuer's AUD debt issuance programme ("Programme"), as described therein, under which medium term notes and other debt instruments (together, "Debt Instruments") may be issued from time to time.
This Supplemental Information Memorandum constitutes supplementary admission particulars in respect of the 2026 Information Memorandum for the purposes of the Rulebook of International Securities Market (the "ISM") of the London Stock Exchange plc (the "LSE"). This Supplemental Information Memorandum has not been approved by and will not be submitted for approval to the Financial Conduct Authority of the United Kingdom.
Terms used in this Supplemental Information Memorandum but not otherwise defined have the meaning given to them in the 2026 Information Memorandum.
Issuer's Responsibility
This Supplemental Information Memorandum has been prepared by, and issued with, the authority of the Issuer. The Issuer accepts responsibility for the information contained in this Supplemental Information Memorandum.
Responsibility for this Information Memorandum for purposes of the ISM
For the purpose of Debt Instruments admitted to trading on the ISM, the Issuer accepts responsibility for the information contained in the 2026 Information Memorandum, this Supplemental Information Memorandum and the relevant Supplement for each Tranche of such Debt Instruments issued under the Programme and declares that, having taken all reasonable care to ensure that such is the case, the information contained in the 2026 Information Memorandum and this Supplemental Information Memorandum and the relevant Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
International Securities Market
The ISM is not a regulated market for the purposes of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the United Kingdom (the "UK") Financial Conduct Authority (the "FCA") Handbook (the "PRM") made in accordance with the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs").
The ISM is a market designated for qualified investors (as prescribed in Regulation 16 of the POATRs). The LSE, as a Recognised Investment Exchange does not make assessments of investor eligibility. Given that under Regulation 16 of the POATRs, only qualified investors are permitted to trade on the ISM and no qualified investor is permitted to trade on behalf of persons who are not themselves qualified investors, financial intermediaries acting for investors are responsible for ensuring that only investors who are qualified investors as prescribed by Regulation 16 of the POATRs are permitted to trade on the ISM. Debt Instruments admitted to trading on the ISM are not admitted to the Official List of the FCA. The LSE has not approved or verified the contents of the 2026 Information Memorandum or this Supplemental Information Memorandum. Neither the 2026 Information Memorandum nor this Supplemental Information Memorandum comprises a prospectus for the purposes of the PRM.
Australian Banking Act
The Issuer is not a bank or an authorised deposit-taking institution which is authorised under the Banking Act 1959 (Commonwealth of Australia) ("Australian Banking Act") and nor is it supervised by the Australian Prudential Regulation Authority ("APRA").
No Debt Instruments shall be obligations of the Australian Government or any other government and, in particular, are not guaranteed by the Commonwealth of Australia.
The depositor protection provisions in Division 2 of Part II of the Australian Banking Act do not apply to the Issuer.
No Debt Instruments shall be "protected accounts" or "deposit liabilities" within the meaning of the Australian Banking Act and an investment in Debt Instruments will not be covered by the depositor protection provisions in section 13A of the Australian Banking Act and will not be covered by the Australian Government's bank deposit guarantee (also commonly referred to as the Financial Claims Scheme).
Supplements to Information Memorandum
This Supplemental Information Memorandum should be read and construed together with, and will be incorporated by reference in, the 2026 Information Memorandum. References in this Supplemental Information Memorandum and the 2026 Information Memorandum to 'this Information Memorandum' are to be construed as references to the 2026 Information Memorandum as supplemented by this Supplemental Information Memorandum. Without limiting the foregoing, this Supplemental Information Memorandum should be read and construed together with the statements appearing under the heading 'Important Notice' in the 2026 Information Memorandum which are incorporated by reference in this Supplemental Information Memorandum to the extent not replaced as described below.
Save as disclosed in this Supplemental Information Memorandum, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the 2026 Information Memorandum since the publication of the 2026 Information Memorandum.
Part 1 – Information Incorporated by Reference
The section entitled “Information incorporated by reference” commencing on page 3 of the 2026 Information Memorandum shall be superseded and replaced by the following.
Information incorporated by reference
This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated into it by reference as set out below. This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the basis that such documents are so incorporated and form part of this Information Memorandum. References to “Information Memorandum” are to this Information Memorandum and any other document incorporated by reference and to any of them individually.
The following information (certain of which has been filed, or may be filed from time to time after the date of this Information Memorandum with the FCA) shall be deemed to be incorporated in, and to form part of, this Information Memorandum:
(a) the unaudited Interim Results Announcement of the Issuer, as filed with the US Securities and Exchange Commission (the “SEC”) on Form 6-K (including exhibits thereto) on 28 April 2026 in respect of the three months ended 31 March 2026 (the “2026 Q1 Interim Results Announcement”);
(b) the sections set out below from the Annual Report of the Issuer, as filed with the SEC on Form 20-F on 10 February 2026 containing the audited consolidated financial statements of the Issuer and the independent auditor’s report thereon, in respect of the financial year ended 31 December 2025 (the “2025 Annual Report”):
| Notes; Non-IFRS performance measures | i |
|---|---|
| Market and other data; Uses of Internet addresses; References to Strategic Report and Pillar 3 Report | ii |
| Strategy | 10-29 |
| Climate and Sustainability report | 30-69 |
| Governance: Directors’ report | 72-115 |
| Governance: Remuneration report | 116-156 |
| Governance: Other Governance | 158-179 |
| Risk Review: Risk management | 182-183 |
| Risk Review: Material existing and emerging risks | 184-201 |
| Risk Review: Principal risk management | 202-213 |
| Risk Review: Risk performance | 214-299 |
| Risk Review: Supervision and regulation | 300-313 |
| Financial Review: Key performance indicators | 315-316 |
| Financial Review: Consolidated summary income statement | 317-318 |
| Financial Review: Consolidated summary balance sheet | 319 |
| Financial Review: Balance sheet commentary | 320 |
| Financial Review: Analysis of results by business | 321-329 |
| Financial Review: Non-IFRS performance measures | 330-334 |
| Financial Statements: Independent Auditor’s Report | 339-341 |
| Financial Statements: Consolidated financial statements | 342-350 |
| Financial Statements: Notes to the financial statements | 351-437 |
| Additional unaudited information | 438-478 |
| Glossary of terms | 479-500 |
(c) the sections set out below from the Annual Report of the Issuer, as filed with the SEC on Form 20-F on 13 February 2025 containing the audited consolidated financial statements of the Issuer and the independent auditor’s report thereon, in respect of the financial year ended 31 December 2024 (the “2024 Annual Report”):
Financial Statements: Independent Auditor's Report 353-355
Financial Statements: Consolidated financial statements 356-364
Financial Statements: Notes to the financial statements 365-449
(d) the Debt Instrument Conditions set out on pages 28 to 71 of the information memorandum dated 31 October 2023 (the "2023 Conditions") as supplemented by the supplemental information memorandum dated 26 April 2024 (together with the 2023 Conditions, the "2024 Conditions") and the Debt Instrument Conditions set out in pages 31 to 76 of the information memorandum dated 11 March 2025 (the "2025 Conditions"); and
(e) all supplements or amendments to this Information Memorandum (including any Supplements and documents stated therein to be incorporated by reference) and any other documents issued by the Issuer and stated to be incorporated by reference in this Information Memorandum.
The documents listed above under (a) to (c) have been (or will be) filed with the SEC and are (or will be) available on the SEC's website at:
https://www.sec.gov/edgar/browse/?CIK=312069&owner=excludehttps://www.sec.gov/cgi-bin/browse-edgar?company=barclays+plc&owner=exclude&action=getcompany
The documents listed above under (d) and (e) are (or will be) available at:
https://home.barclays/investor-relations
No other information, including any information in any document incorporated by reference in any of the documents specified above or document or information that is publicly filed, forms part of this Information Memorandum unless otherwise expressly stated. Any information contained in any of the documents specified above which is not incorporated by reference in this Information Memorandum is either not relevant for prospective investors for the purposes of the relevant laws or is covered elsewhere in this Information Memorandum.
The financial statements incorporated by reference from the 2025 Annual Report and 2024 Annual Report have been prepared by the Issuer in accordance with UK-adopted international accounting standards and also in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), including interpretations issued by the IFRS Interpretations Committee. A summary of the significant accounting policies for the Issuer is included in the 2025 Annual Report and 2024 Annual Report.
Any statement contained in this Information Memorandum or in any documents incorporated by reference in, and forming part of, this Information Memorandum (including any statement contained in those sections of the 2025 Annual Report referred to above), shall be modified, replaced or superseded to the extent that a statement contained in any document subsequently incorporated by reference (including any subsequently filed Form which is incorporated by reference into this Information Memorandum) modifies, replaces or supersedes such statement (including whether in whole or in part or expressly or by implication). Any statement so modified, replaced or superseded shall not be deemed, except as so modified, replaced or superseded, to constitute a part of this Information Memorandum.
In addition, the Issuer, and certain of its affiliates, may make filings with regulatory authorities from time to time and such filings may include information material to investors. Copies of such filings are available from the Issuer.
Copies of documents incorporated by reference in this Information Memorandum may also be obtained from the offices of the Issuer.
Part 2 – Significant Change
The section entitled "Significant Change" commencing on page 5 of the 2026 Information Memorandum shall be superseded and replaced by the following.
Significant Change
There has been no significant change in the financial or trading position of the Issuer or the Group since 31 March 2026.
Part 3 – Prohibition of Sales to UK Retail Investors
The paragraph beginning “PROHIBITION OF SALES TO UK RETAIL INVESTORS -” commencing on page 10 of the 2026 Information Memorandum shall be superseded and replaced by the following.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Debt Instruments are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Debt Instruments or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Debt Instruments or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
Part 4 – Forward-looking Statements
The section entitled "Forward-looking Statements" commencing on page 13 of the 2026 Information Memorandum shall be superseded and replaced by the following.
Forward-looking statements
This Information Memorandum and certain documents incorporated by reference herein contain certain forward-looking statements within the meaning of Section 21E of the United States ("US") Securities Exchange Act of 1934, as amended and Section 27A of the US Securities Act of 1933, as amended, with respect to the Issuer and its consolidated subsidiaries (the "Group" or "Barclays"). The Issuer cautions readers that no forward-looking statement is a guarantee of future performance and that actual results or other financial condition or performance measures could differ materially from those contained in the forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words of similar meaning. Examples of forward-looking statements include, among others, statements or guidance regarding or relating to the Group's future financial position, business strategy, income levels, costs, assets and liabilities, impairment charges, provisions, capital leverage and other regulatory ratios, capital distributions (including policy on dividends and share buybacks), return on tangible equity, projected levels of growth in banking and financial markets, industry trends, any commitments and targets (including sustainability-related commitments and targets), plans and objectives for future operations, International Financial Reporting Standards ("IFRS") and other statements that are not historical or current facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements speak only as at the date on which they are made.
Forward-looking statements may be affected by a number of factors, including, without limitation: changes in legislation, regulations, governmental and regulatory policies, expectations and actions, voluntary codes of practices, and the interpretation thereof, changes in IFRS and other accounting standards, including practices with regard to the interpretation and application thereof and emerging and developing sustainability reporting standards (including emissions accounting methodologies); changes in tax laws and practice; the outcome of current and future legal proceedings and regulatory investigations; the Group's ability along with governments and other stakeholders to measure, manage and mitigate the impacts of climate change effectively or navigate inconsistencies and conflicts in the manner in which climate policy is implemented in the regions where the Group operates, including as a result of the adoption of rules and regulations taking a different or opposing position on sustainability matters, or other forms of governmental and regulatory action against sustainability policies; environmental, social and geopolitical risks and incidents and similar events beyond the Group's control; financial crime; the impact of competition in the banking and financial services industry; capital, liquidity, leverage and other regulatory rules and requirements applicable to past, current and future periods; UK, US, Eurozone and global macroeconomic and business conditions, including inflation; volatility in credit and capital markets; market related risks such as changes in interest rates and foreign exchange rates; reforms to benchmark interest rates and indices; higher or lower asset valuations; changes in credit ratings of any entity within the Group or any securities issued by it; changes in counterparty risk; changes in consumer behaviour; changes in trade policy, including the imposition of tariffs or other protectionist measures; the direct and indirect consequences of the conflicts in the Middle East and Ukraine on European and global macroeconomic conditions, political stability and financial markets; changes in US legislation and policy; developments in the UK's relationship with the European Union (the "EU"); the risk of cyberattacks, information or security breaches, technology failures or operational disruptions and any subsequent impact on the Group's reputation, business or operations; the use of new technology, including artificial intelligence; the Group's ability to access funding; and the success of acquisitions, disposals, joint ventures and other strategic transactions. A number of these factors are beyond the Group's control. As a result, the Group's actual financial position, results, financial and non-financial metrics or performance measures or its ability to meet commitments and targets may differ materially from the statements or guidance set forth in the Group's forward-looking statements. In setting its targets and outlook for the period 2026-2028, the Group has made certain assumptions about the macroeconomic environment, including, without limitation, inflation, interest and unemployment rates, the different markets and competitive conditions in which the Group operates, and its ability to grow
certain businesses and achieve costs savings and other structural actions. Additional risks and factors which may impact the Group's future financial condition and performance are identified in the Issuer's filings with the SEC (including, without limitation, in the 2025 Annual Report (as defined in the "Information Incorporated by Reference" section above)) which are available on the SEC's website at http://www.sec.gov.
Subject to the Issuer's obligations under the applicable laws and regulations of any relevant jurisdiction (including, without limitation, the UK and the US) in relation to disclosure and ongoing information, the Issuer undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Part 5 – Form of Supplement for Debt Instruments
The paragraph beginning “PROHIBITION OF SALES TO UK RETAIL INVESTORS -” in the form of Supplement for Debt Instruments commencing on page 76 of the 2026 Information Memorandum be superseded and replaced by the following.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Debt Instruments are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Debt Instruments or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Debt Instruments or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
Part 6 - Selling Restrictions
The sub-section entitled "4 The United Kingdom" under the section entitled "Selling Restrictions" commencing on page 88 of the 2026 Information Memorandum shall be superseded and replaced by the following.
4 The United Kingdom
The Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
(a) it has not offered, sold, distributed or otherwise made available and will not offer, sell, distribute or otherwise make available any Debt Instruments which are the subject of the Information Memorandum, as supplemented, amended or completed by the Supplement in relation thereto, to any retail investor in the UK.
For the purposes of this provision, the expression "retail investor" means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;
(b) in relation to any Debt Instruments issued by the Issuer having a maturity of less than one year:
(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and
(ii) it has not offered or sold and will not offer or sell any Debt Instruments other than to persons:
(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
where the issue of the Debt Instruments would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;
(c) it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to any Debt Instruments in, from or otherwise involving the United Kingdom; and
(d) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Debt Instruments in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.
BARCLAYS