Commentary & Deal Flow

Launched: PerpNC7: £750m @ 8.625% - Books above £2.7bn
Guidance: PerpNC7: 8.75%a (+/- 0.125% WPIR) - Books above £3bn
IPTs: PerpNC7: 9%a

• Issuer: Barclays PLC
• Ticker: BACR
• LEI: 213800LBQA1Y9L22JB70
• Issuer Ratings: Baa1/BBB+/A (Moody's/S&P/Fitch)
• Expected Issue Ratings: Ba1/BB+/BBB- (Moody's/S&P/Fitch)
• Rating Split: Issuer: Baa1/BBB+/A (Moody's/S&P/Fitch), Issue: Ba1/BB+/BBB- (Moody's/S&P/Fitch)
• Size: £750m
• Format: SEC Registered, Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities
• Tenor: Perpetual NC 15-Sep-33
• Ranking: AT1
• Subordination: Senior to ordinary shareholders and subordinated to any Senior Creditors, including Tier 2 creditors of Barclays PLC
• Reset Dates: 15-Mar-34 (the First Reset Date) and each fifth anniversary date thereafter
• Issuer Call: Callable at 100% of principal amount, in whole but not in part, together with accrued but unpaid interest (excluding any cancelled or deemed cancelled interest), during the six-month period prior to each Reset Date (including the First Reset Date), subject to the conditions set out in the Preliminary Prospectus Supplement dated 02-Nov-26
• Interest Payment Dates: Quarterly in arrear on 15 March, 15 June, 15 September and 15 December of each year, commencing on 15-Mar-27 (long first interest period)
• Interest: Payable quarterly in arrear on each Interest Payment Date. The per annum interest rate will be reset on the First Reset Date and every 5 years thereafter, to be the sum of the applicable Mid-Market Swap Rate and [bps]% (the Margin), converted to a quarterly rate in accordance with market convention as instructed by the Issuer (rounded to three decimal places, with 0.0005 rounded down). Interest payments are fully discretionary, may be cancelled in whole or in part, and are non-cumulative. The Issuer shall not make an interest payment if the Issuer has insufficient Distributable Items or the Solvency Condition (each as defined in the Preliminary Prospectus Supplement dated 02-Nov-26) is not satisfied.
• Capital Adequacy Trigger: A Capital Adequacy Trigger Event shall occur if at any time the fully loaded CET1 Ratio (as defined in the Preliminary Prospectus Supplement dated 02-Nov-26) is less than 7.00%. Whether a Capital Adequacy Trigger Event has occurred at any time shall be determined by the Issuer and such determination shall be binding on the Trustee and the holders of the Securities.
• Automatic Conversion Upon Trigger Event: If a Capital Adequacy Trigger Event occurs, an Automatic Conversion of the Securities will occur on the Conversion Date, at which point all of the Issuers obligations under the Securities (other than certain Issuer obligations in connection with the conversion shares offer (CSO), if any) shall be irrevocably and automatically released in consideration of the Issuers issuance of the Conversion Shares to the Conversion Shares Depository at a conversion price of £1.65 per Conversion Share, subject to certain anti-dilution adjustments (as defined in the Preliminary Prospectus Supplement dated 02-Nov-26).
• Conversion Shares Offer: Not later than 10 business days following the Conversion Date, the Issuer may elect, in its sole and absolute discretion, that a CSO be made by the Conversion Shares Depository to all or some of the ordinary shareholders of the Issuer, at a cash price of £1.65 per Conversion Share (subject to certain anti-dilution adjustments). Thereafter, AT1 holders will receive Conversion Shares, cash or a combination of both.
• Tax Redemption: At a price of 100% of principal amount, in whole but not in part, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled), if (1) Issuer is or would be required to pay additional amounts or (2) interest payments would no longer be deductible for U.K. tax purposes or the value of the deduction would be materially reduced or (3) Issuer would not able to benefit from intra-group loss-relief provisions for U.K. tax purposes or (4) Issuer would have to bring into account a taxable credit if the principal amount of the Securities was written down or converted into Conversion Shares or (5) the Securities or any part thereof would become treated as a derivative or an embedded derivative for U.K. tax purposes, in each case, as a result of a change in, or amendment to the laws or regulations of a Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the issue date of the Securities (or which becomes effective on or after the date of a successor entitys assumption of the Issuers obligations).
• Regulatory Event Redemption Call: At a price of 100% of principal amount, in whole but not in part, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled), if there is a change in the regulatory classification of the Securities that occurs on or after the issue date of the Securities, that does, or would be likely to, result in the whole or any part of the outstanding aggregate principal amount of the Securities at any time being excluded from, or ceasing to count towards, the Groups Tier 1 Capital.
• Clean-Up Call: At a price of 100% of principal amount, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled), the Issuer may redeem all (but not some only) of the outstanding Securities if, at any time from the fifth anniversary of the issue date of the Securities (unless otherwise permitted by the PRA), the outstanding aggregate principal amount of the Securities is 25% or less of the aggregate principal amount of the Securities originally issued.
• Substitution or Variation: Following the occurrence of certain tax events or a change in certain U.K. regulatory capital requirements, the Issuer may, at its option, either substitute all (but not some only) of the Securities for, or vary the terms of the Securities so that they remain or, as appropriate, become, Compliant Securities (as defined in the Preliminary Prospectus Supplement dated 02-Nov-26).
• No Set-off: Subject to the waiver of set-off provisions (as further described in the Preliminary Prospectus Supplement dated 02-Nov-26).
• Denoms: £200k x £1k
• Listing: International Securities Markets of the London Stock Exchange plc
• Governing Law: New York law, except for subordination provisions and waiver of set-off provisions which will be governed by English law
• Agreement with respect to UK Bail-in Power: Applicable
• Use of Proceeds: General corporate purposes of the Issuer and its subsidiaries and/or the Group and to strengthen further the capital base of the Issuer and its subsidiaries and/or the Group.
• ISIN / Common Code: XS3555712119 / 355571211
• Bookrunner: Barclays (Sole)
• Sales into Canada and Italy: Yes - Exemption
• Settlement: 09-Nov-26 (T+5)
• Timing: Today 02-Nov-26
• Final Terms: £750m @ 8.625% (cpn, quarterly)
• Books Subject: 13h00 UKT / 14h00 CET