Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Barclays PLC Capital/Financing Update 2026

Apr 29, 2026

5250_rns_2026-04-29_af68aca0-5fd8-46c4-8d77-7d10e647c69a.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

Supplement Number 1 dated 29 April 2026 to the Base Prospectus dated 24 February 2026

BARCLAYS

BARCLAYS PLC

(incorporated with limited liability in England and Wales)
as Issuer

Debt Issuance Programme

This base prospectus supplement (the "Supplement") is supplemental to, forms part of and must be read in conjunction with, the base prospectus dated 24 February 2026 (the "Base Prospectus") prepared by Barclays PLC (the "Issuer") with respect to its Debt Issuance Programme (the "Programme"). This Supplement constitutes a supplementary prospectus in respect of the Base Prospectus for the Issuer in compliance with PRM 10 of the Financial Conduct Authority (the "FCA") Handbook Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (the "PRM") made in accordance with the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs", together with the PRM, the "UK Prospectus Regime").

Terms defined in the Base Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement.

This Supplement has been approved by the FCA. The FCA only approves this Supplement as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in the PRM. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Supplement. With effect from the date of this Supplement the information appearing in, or incorporated by reference into, the Base Prospectus shall be supplemented in the manner described below.

This Supplement constitutes supplementary admission particulars in respect of the Base Prospectus for the purposes of the Rulebook of International Securities Market of the London Stock Exchange.

The purpose of this Supplement is to:

(a) supplement the section entitled "Information Incorporated by Reference" commencing on page 29 of the Base Prospectus and incorporate by reference into the Base Prospectus the unaudited Q1 2026 Results Announcement of the Issuer, as filed with the SEC on Form 6-K (including exhibits thereto) on 28 April 2026 in respect of the three months ended 31 March 2026 (the "Q1 2026 Results Announcement"). The Q1 2026 Results Announcement has been filed with the FCA and shall be deemed to be incorporated in, and form part of, the Base Prospectus as supplemented by this Supplement. The Q1 2026 Results Announcement may be inspected during normal business hours at Barclays Treasury, 1 Churchill Place, London, E14 5HP, United Kingdom and at the specified office of the Principal Paying Agent, at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom during the life of the Notes issued pursuant to the Base Prospectus. It has also been filed with the SEC and is available in electronic form on the SEC's website at https://www.sec.gov/cgi-bin/browse-edgar?company=barclays+plc&owner=exclude&action=getcompany;

(b) amend the second paragraph of the section entitled "Forward-Looking Statements" commencing on page viii of the Base Prospectus by replacing it with the following:


"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, the United States ("U.S."), 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 U.S. 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 below)) which are available on the SEC's website at www.sec.gov."

(c) amend the sub-section entitled "Directors" under the section entitled "The Issuer and the Group" commencing on page 146 of the Base Prospectus by replacing the table contained therein with the following updated table:

"Name Function(s) within the Issuer Principal outside activities
Nigel Higgins Group Chairman Chairman and Non-Executive Director, BBPLC; Non-Executive Director, Oxford Quantum Circuits Limited; Chairman, Sadler's Wells; Non-Executive Director, Tetra Laval Group

  • 3 -
C.S. Venkatakrishnan Group Chief Executive and Executive Director Chief Executive and Executive Director, BBPLC; Board Member, Institute of International Finance; Board Member, Massachusetts Institute of Technology CEO Advisory Board; Chair, Sustainable Markets Initiative – Financial Services Task Force; Member – Sustainable Markets Initiative – Accelerator Initiative Steering Committee; Director and Vice Chair, FCLT Global (Focusing Capital on the Long Term)
Anna Cross Group Finance Director and Executive Director Executive Director, BBPLC; Chair, The 100 Group of the FTSE Finance Director
Robert Berry Non-Executive Director Non-Executive Director, BBPLC; Non-Executive Director, Barclays Capital Securities Limited; Board President, Alina Lodge; Trustee, High Watch Recovery Center
Dawn Fitzpatrick Non-Executive Director Non-Executive Director, BBPLC; Non-Executive Director, Barclays Capital Securities Limited; Chief Executive Officer and Chief Investment Officer, Soros Fund Management LLC; Member of Advisory Council, The Bretton Woods Committee; Chair, Financial Sector Advisory Council, Federal Reserve Bank of Dallas; Non-Executive Director, Under Armour, Inc.
Mary Francis* Non-Executive Director Non-Executive Director, BBPLC; Senior Independent Director, PensionBee Group PLC; Member, UK Takeover Appeal Board
Brian Gilvary Senior Independent Director and Non-Executive Director Non-Executive Chair, INEOS Energy, an INEOS group company; Non-Executive Director, Defence Board, MoD
John Kingman Non-Executive Director Chair, BBUKPLC; Chair, Legal and General Group PLC (L&G)**
Diony Lebot Non-Executive Director Non-Executive Director, Alpha Bank; Non-Executive Director, EQT AB; Chair, Barclays Bank Ireland PLC
Mary Mack Non-Executive Director Non-Executive Director, BBPLC; Non-Executive Director, Habitat for Humanity International; Non-Executive Director, Martin Marietta Materials, Inc.; Non-Executive Director, The Belk Foundation
Marc Moses Non-Executive Director Non-Executive Director, BBPLC; Non-Executive Director, Barclays Capital Securities Limited;

  • 4 -
Non-Executive Director, Orenda FS B.V.
Brian Shea Non-Executive Director Non-Executive Director, BBPLC; Chair, Barclays Execution Services Limited; Non-Executive Director, Ameriprise Financial, Inc.; Non-Executive Director, RBB Funds, Inc.
Julia Wilson Non-Executive Director Non-Executive Director, BBPLC; Non-Executive Director, Bunzl PLC

*On 6 February 2026, the Issuer announced that Mary Francis will step down from the Board (as defined below) as a Non-Executive Director with effect from 6 May 2026.

**John Kingman will formally step down from his role as Chair, Legal and General Group PLC (L&G) with effect from 21 May 2026.

"; and

(d) replace the sub-section entitled "Significant/Material Change" under the section entitled "General Information" commencing on page 179 of the Base Prospectus with the following:

"There has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2025, nor any significant change in the financial position or financial performance of the Issuer or the Group since 31 March 2026.".


IMPORTANT NOTICES

The Issuer accepts responsibility for the information contained in this Supplement and declares that, to the best of its knowledge, the information contained in this Supplement is in accordance with the facts and this Supplement makes no omission likely to affect its import.

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

Save as disclosed in this Supplement, no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes issued under the Programme has arisen or been noted, as the case may be, since the publication of the Base Prospectus.

Any information contained in the documents specified above which is not incorporated by reference in the Base Prospectus is either not relevant for prospective investors for the purposes of the UK Prospectus Regime or is covered elsewhere in the Base Prospectus.

If documents which are incorporated by reference into this Supplement 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 Regime except where such information or other documents are specifically incorporated by reference into this Supplement. For the avoidance of doubt, unless specifically incorporated by reference into the base prospectus, information contained on the above websites does not form part of this Supplement or the Base Prospectus.

This Supplement shall be available on or around the date hereof in electronic form at https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

29 April 2026