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.

Standard Chartered PLC Capital/Financing Update 2026

Jan 7, 2026

4648_rns_2026-01-07_49d9d930-7d0c-429c-ac3d-c79cf5d763b8.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

Final Terms

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

U.S.$77,500,000,000

Debt Issuance Programme

U.S.$500,000,000 Floating Rate Notes due 2030 (the “Notes”)

Issued by

Standard Chartered PLC

Joint Lead Managers

Barclays Capital Inc.

Goldman Sachs International

J.P. Morgan Securities LLC

Scotia Capital (USA) Inc.

Standard Chartered Bank

UBS Securities LLC

Co-Managers

Abu Dhabi Commercial Bank PJSC

Bank of China Limited, London Branch

Bank of Communications Co., Ltd. Hong Kong Branch, a joint stock company incorporated in the

People's Republic of China with limited liability

Desjardins Securities Inc.

Emirates NBD Bank PJSC

Fifth Third Securities, Inc.

First Abu Dhabi Bank PJSC

National Bank of Canada Financial Inc.

Natixis Securities Americas LLC

QNB Capital LLC

The date of the Final Terms is 6 January 2026.


PART A – CONTRACTUAL TERMS

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

THE NOTES ARE ISSUED IN REGISTERED FORM (“REGISTERED NOTES”) AND MAY BE OFFERED AND SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) ONLY TO QUALIFIED INSTITUTIONAL BUYERS (“QIBS”), AS DEFINED IN RULE 144A AND (II) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the “IDD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as amended (the “EU Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA (“UK MiFIR”); or (iii) not a qualified investor as defined in Article 2 of the EU Prospectus Regulation as it forms part of the domestic law of the UK by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by the EU PRIIPs Regulation as it forms part of the domestic law of the UK by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in UK MiFIR; and (ii) all channels for

3216841346


distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 23 April 2025 which, together with the supplementary prospectuses dated 2 May 2025, 31 July 2025, 30 October 2025 and 2 January 2026, constitutes (with the exception of certain sections) a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus is available for viewing at 1 Basinghall Avenue, London EC2V 5DD, United Kingdom and https://www.sc.com/en/investors/ and copies may be obtained from 1 Basinghall Avenue, London EC2V 5DD, United Kingdom.

  1. (i) Issuer: Standard Chartered PLC
    (ii) Guarantor (only for Section 3(a)(2) Notes issued by Standard Chartered Bank, acting through its head office): Not Applicable

  2. (i) Series Number: 312
    (ii) Tranche Number: 1
    (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable

  3. Currency or Currencies: United States Dollars ("U.S.$")

  4. Aggregate Nominal Amount:
    (i) Series: U.S.$500,000,000
    (ii) Tranche: U.S.$500,000,000

  5. Issue Price: 100.000 per cent. of the Aggregate Nominal Amount

  6. Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof

  7. Calculation Amount: U.S.$1,000

  8. (i) Issue Date: 13 January 2026
    (ii) Interest Commencement Date: Issue Date

  9. Maturity Date: The Interest Payment Date falling on or nearest to 13 January 2030

  10. Interest Basis: SOFR Compound +0.92 per cent. Floating Rate (see paragraph 16 below)

  11. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.000 per cent. of their nominal amount

  12. Change of Interest: Not Applicable

3216841346


3216841346

13 Put/Call Options:
Issuer Call
Loss Absorption Disqualification Event Call
Clean-up Call

14
(i) Status of the Notes: Senior
(ii) Section 3(a)(2) Notes: Not Applicable
(iii) Date of Board approval for issuance of Notes obtained: Not Applicable
(iv) Events of Default: Restrictive Events of Default

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15 Fixed Rate Note Provisions: Not Applicable

16 Floating Rate Note Provisions: Applicable

(i) Interest Period(s): The period beginning on (and including) the Issue Date and ending on (but excluding) the First Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date

(ii) Interest Payment Dates: 13 January, 13 April, 13 July and 13 October in each year, subject to adjustment in accordance with the Business Day Convention below

(iii) First Interest Payment Date: 13 April 2026

(iv) Business Day Convention (Condition 4(b)): Modified Following Business Day Convention

(v) Relevant Financial Centre(s) (Condition 4(k)): New York

(vi) Interest Period Date(s): As per Conditions

(vii) Calculation Agent: The Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286, U.S.

(viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): Not Applicable

(ix) Page (Condition 4(c)):
- Relevant Time: 3:00 p.m. (New York time)
- Interest Determination Date: The date which is two U.S. Government Securities Business Days prior to each Interest Payment Date
- Primary Source for Floating Rate: As per Condition 4(c)(ii)(B)b.
- Relevant Financial Centre: New York
- Benchmark: SOFR
- Effective Date: Not Applicable
- Specified Duration: Not Applicable

4


3216841346

  • SOFR Rate Cut-Off Date: Not Applicable
  • Lookback Days: Not Applicable
  • SOFR Benchmark: SOFR Compound
  • SOFR Compound: SOFR Compound with SOFR Observation Period Shift
  • SOFR Observation Shift Two U.S. Government Securities Business Days
  • Days:
  • Interest Accrual Period End Dates: Not Applicable
  • Interest Payment Delay: Not Applicable
  • SOFR Index Start: Not Applicable
  • SOFR Index End: Not Applicable
  • SONIA Benchmark: Not Applicable
  • SONIA Observation Method: Not Applicable
  • SONIA Observation Look-Back Period: Not Applicable
  • SONIA Observation Shift Period: Not Applicable
  • Fallback Page: Not Applicable
  • €STR Benchmark: Not Applicable
  • €STR Observation Method: Not Applicable
  • €STR Observation Look-Back Period: Not Applicable
  • €STR Observation Shift Period: Not Applicable
  • Relevant Number: Not Applicable
  • D: Not Applicable
  • SORA Observation Method: Not Applicable
  • SORA Observation Look-Back Period: Not Applicable
  • SORA Observation Shift Period: Not Applicable

(x) Representative Amount: Not Applicable
(xi) Linear Interpolation: Not Applicable
(xii) Margin(s): +0.92 per cent. per annum
(xiii) Minimum Interest Rate: Not Applicable
(xiv) Maximum Interest Rate: Not Applicable
(xv) Day Count Fraction (Condition Actual/360 4(k)):


(xvi) Rate Multiplier: Not Applicable
(xvii) Benchmark Discontinuation: Benchmark Discontinuation (SOFR)
(xviii) Business Day Financial Centre(s) (Condition 4(k)): London and New York
(xix) Relevant Currency: United States Dollars

17 Reset Note Provisions: Not Applicable
18 Zero Coupon Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

19 Issuer Call: Applicable
(i) Optional Redemption Date(s): 13 January 2029
(ii) Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s): U.S.$1,000 per Calculation Amount
(iii) Make Whole Redemption Amount: Not Applicable
(iv) If redeemable in part:
(a) Minimum Call Option Redemption Amount: Not Applicable
(b) Maximum Call Option Redemption Amount: Not Applicable
(v) Notice period: As per Condition 5(d)

20 Regulatory Capital Call: Not Applicable

21 Loss Absorption Disqualification Event Call: Applicable
Redeemable on days other than Interest Payment Dates (Condition 5(f)): No

22 Clean-up Call: Applicable
(i) Clean-up Call Threshold: 75 per cent.
(ii) Clean-up Call Optional Redemption Date(s): On any Interest Payment Date in the period from (and including) the Issue Date to (but excluding) the Maturity Date
(iii) Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s): U.S.$1,000 per Calculation Amount
(iv) Notice period: As per Condition 5(h)

23 Put Option: Not Applicable

24 Final Redemption Amount of each Note: U.S.$1,000 per Calculation Amount

25 Early Redemption Amount
(i) Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons, due to Regulatory Capital Event or: U.S.$1,000 per Calculation Amount

3216841346


due to Loss Absorption
Disqualification Event or on event
of default:

(ii) Redeemable on days other than
Interest Payment Dates (Condition
5(c)):

(iii) Unmatured Coupons to become
void upon early redemption
(Bearer Notes only) (Condition
6(f)):

Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

26 Form of Notes:
Registered Notes
One or more Unrestricted Global Certificate(s)
registered in the name of a nominee for DTC
exchangeable for Definitive Certificates in the limited
circumstances specified in the Unrestricted Global
Certificate(s)
One or more Restricted Global Certificate(s) registered
in the name of a nominee for DTC exchangeable for
Definitive Certificates in the limited circumstances
specified in the Restricted Global Certificate(s)

27 New Global Note:
No

28 Business Day Jurisdiction(s)
(Condition 6(h)) or other special
provisions relating to Payment Dates:
London and New York

29 Talons for future Coupons to be
attached to Definitive Notes (and
dates on which such Talons mature):
No

THIRD PARTY INFORMATION

The rating definitions provided in Part B, Item 2 of these Final Terms have been extracted from the websites of S&P Singapore, Fitch UK and Moody's Singapore and/or their affiliates, as the case may be. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by S&P Singapore, Fitch UK and Moody's Singapore and/or their affiliates, as the case may be, no facts have been omitted which would render the reproduced information inaccurate or misleading.

3216841346


Signed on behalf of the Issuer:

By: img-0.jpeg

By: img-1.jpeg

Signature Page to the Final Terms


3216841346

PART B – OTHER INFORMATION

1 LISTING:

(i) Listing:
Official List of the FCA and trading on the London Stock Exchange.

(ii) Admission to trading:
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange’s main market with effect from on or around 13 January 2026.

(iii) Estimated total expenses of £6,500 admission to trading:

2 RATINGS

Ratings:

The Notes to be issued are expected to be assigned the following ratings:

S&P Singapore: BBB+

An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. The plus (+) sign shows relative standing within the rating categories.

(Source: S&P,
https://www.standardandpoors.com/en_US/web/guest/article/-/view/sourceId/504352)

Moody’s Singapore: A3

An obligation rated ‘A’ is considered to be upper-medium grade and are subject to low credit risk. The modifier ‘3’ indicates a ranking in the lower end of that rating category.

(Source: Moody’s, https://www.moodys.com/ratings-process/Ratings-Definitions/002002)

Fitch UK: A

An obligation rated ‘A’ denotes an expectation of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

(Source, Fitch Ratings,
https://www.fitchratings.com/products/rating-definitions)


3216841346

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4 HISTORIC INTEREST RATES

Details of historic SOFR rates can be obtained from the NY Federal Reserve's Website.

5 ESTIMATED NET PROCEEDS

Estimated net proceeds: U.S.$498,625,000

6 OPERATIONAL INFORMATION

(i) ISIN:

(a) Unrestricted Global Registered Certificate: US85325D2C32
(b) Restricted Global Registered Certificate: US85325C2M32

(ii) Common Code:

(a) Unrestricted Global Registered Certificate: 325993553
(b) Restricted Global Registered Certificate: 325993472

(iii) CUSIP Number:

(a) Unrestricted Global Registered Certificate: 85325D2C3
(b) Restricted Global Registered Certificate: 85325C2M3

(iv) FISN:

(a) Unrestricted Global Registered Certificate: The FISN for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.
(b) Restricted Global Registered Certificate: The FISN for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.

(v) CFI Code:

(a) Unrestricted Global Registered Certificate: The CFI Code for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.

10


(b) Restricted Global Registered Certificate:

The CFI Code for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.

(vi) Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking, SA, the CMU, DTC and the relevant identification number(s):

Not Applicable

(vii) Delivery:

Delivery free of payment

(viii) Names and addresses of initial Paying Agent(s):

The Bank of New York Mellon, London Branch 160 Queen Victoria Street, London EC4V 4LA, United Kingdom

(ix) Names and addresses of additional Paying Agent(s) (if any):

Not Applicable

(x) LEI:

U4LOSYZ7YG4W3S5F2G91

(xi) Intended to be held in a manner which would allow Eurosystem eligibility:

No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

(xii) Relevant Benchmark:

Amounts payable under the Notes will be calculated by reference to SOFR which is provided by the NY Federal Reserve. As at the date of these Final Terms, the NY Federal Reserve does not appear on the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of the domestic law of the UK by virtue of the EUWA.

7 DISTRIBUTION

(i) Method of distribution:

Syndicated

(ii) If syndicated:

(a) Names of Managers:

Joint Lead Managers

Barclays Capital Inc.

Goldman Sachs International

J.P. Morgan Securities LLC

Scotia Capital (USA) Inc.

3216841346


Standard Chartered Bank
UBS Securities LLC

Co-Managers

Abu Dhabi Commercial Bank PJSC
Bank of China Limited, London Branch
Bank of Communications Co., Ltd. Hong Kong Branch, a joint stock company incorporated in the People's Republic of China with limited liability
Desjardins Securities Inc.
Emirates NBD Bank PJSC
Fifth Third Securities, Inc.
First Abu Dhabi Bank PJSC
National Bank of Canada Financial Inc.
Natixis Securities Americas LLC
QNB Capital LLC

(b) Stabilisation Manager(s) (if any):
Standard Chartered Bank

(iii) If non-syndicated, name of Dealer:
Not Applicable

(iv) U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA not applicable
Rule 144A: Qualified Institutional Buyers only

3216841346
12