£1bn Barclays (NYSE: BCS) share buy-back to cut share count

Rhea-AI Filing Summary

Barclays PLC is starting a new share buy-back of up to £1,000m of ordinary shares. The programme begins on 11 February 2026 and will end no later than 10 August 2026, with repurchased shares cancelled to reduce the company’s share capital.

J.P. Morgan Securities plc will conduct on-market purchases as riskless principal under preset parameters and the existing 2025 shareholder authority. The maximum number of shares that may be repurchased is 1,067,372,569, and no repurchases will be made in the United States or in respect of American Depositary Receipts.

Positive

• Up to £1,000m share buy-back with share cancellation indicates significant capital being returned to shareholders and a potential increase in earnings per share, depending on how much of the authorised amount is ultimately executed.

Negative

• None.

Insights

Equity capital management analyst

Barclays plans up to £1,000m in share buy-backs, cancelling shares to cut equity.

Barclays is launching a new share buy-back of up to £1,000m, with all repurchased ordinary shares to be cancelled. This follows earlier programmes of £1,000m and £500m, signalling continued use of excess capital for shareholder returns.

The bank sets a maximum of 1,067,372,569 ordinary shares for repurchase under its existing 2025 authority, executed by J.P. Morgan Securities plc within regulatory limits. Actual impact will depend on how much of the authorised monetary and share capacity is ultimately used by 10 August 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

February 11, 2026

Barclays PLC

(Name of Registrant)

1 Churchill Place

London E14 5HP

England

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports

under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F

This Report on Form 6-K is filed by Barclays PLC.

This Report comprises:

Information given to The London Stock Exchange and furnished pursuant to

General Instruction B to the General Instructions to Form 6-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BARCLAYS PLC

(Registrant)

Date: February 11, 2026

By: /s/ Garth Wright

--------------------------------

Garth Wright

Assistant Secretary

11 February 2026

Barclays PLC

Commencement of Buy-back

Barclays PLC (the "Company") announces that, as disclosed in its announcement on 10 February 2026, it will commence a share buy-back programme to purchase ordinary shares of 25 pence each in the Company ("Ordinary Shares") for up to a maximum consideration of £1,000m (the "Buy-back"). The Buy-back will commence on 11 February 2026 and end no later than 10 August 2026 (subject to regulatory approval remaining in place). The purpose of the Buy-back is to reduce the share capital of the Company and therefore Ordinary Shares purchased under the Buy-back will be cancelled.

The Company has entered into an agreement with J.P. Morgan Securities plc ("JPM") to conduct the Buy-back on its behalf and carry out on-market purchases of Ordinary Shares, acting as riskless principal, and to on-sell such Ordinary Shares to the Company.

JPM will make trading decisions in relation to the Buy-back independently of, and without further instruction from, the Company.  Any purchases of Ordinary Shares under the Buy-back will be carried out on the London Stock Exchange in accordance with certain pre-set parameters set out in the agreement with JPM and in accordance with (and subject to the limits prescribed by) the Company's general authority to repurchase Ordinary Shares granted by its shareholders at the annual general meeting on 7 May 2025 (the "2025 Authority"), Chapter 9 of the Financial Conduct Authority's UK Listing Rules, Article 5(1) of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended), the Commission Delegated Regulation (EU) No 2016/1052 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended), and other applicable laws.

No repurchases will be made in the United States or in respect of the Company's American Depositary Receipts.

The maximum number of Ordinary Shares that may be repurchased under the Buy-back will be 1,067,372,569, being the number of Ordinary Shares the Company is authorised to repurchase under the 2025 Authority (1,436,786,392) less the aggregate number of Ordinary Shares purchased as part of (i) the £1,000m share buy-back programme which commenced on 30 July 2025 and completed on 26 November 2025 (262,093,958), and (ii) the £500m share buy-back programme which commenced on 27 November 2025 and completed on 30 January 2026 (107,319,865).

- ENDS -

For further information, please contact:

Investor Relations Media Relations

Marina Shchukina +44 (0) 20 7116 2526                       Tom Hoskin +44 (0) 20 7116 4755

About Barclays

Our vision is to be the UK-centred leader in global finance.  We are a diversified bank with comprehensive UK consumer, corporate and wealth and private banking franchises, a leading investment bank and a strong, specialist US consumer bank.  Through these five divisions, we are working together for a better financial future for our customers, clients and communities.

For further information about Barclays, please visit our website home.barclays.

FAQ

What is the size of Barclays (BCS) new share buy-back programme?

Barclays has authorised a new share buy-back of up to £1,000m of ordinary shares. This represents a substantial capital return, following earlier £1,000m and £500m programmes completed in 2025 and 2026, respectively.

When will Barclays (BCS) share buy-back start and end?

The new Barclays buy-back starts on 11 February 2026 and will end no later than 10 August 2026. The purchases must remain within existing shareholder authority and regulatory approvals throughout this period.

What is the purpose of the Barclays (BCS) 2026 share buy-back?

Barclays states the purpose of the buy-back is to reduce the share capital of the company. All ordinary shares repurchased will be cancelled, which can increase remaining shareholders’ proportional ownership and may support earnings per share.

How many Barclays (BCS) shares can be repurchased under this buy-back?

The maximum number of ordinary shares that may be repurchased is 1,067,372,569. This figure is based on the company’s 2025 shareholder authority, adjusted for shares already bought in two earlier buy-back programmes.

Who will execute the Barclays (BCS) buy-back transactions?

J.P. Morgan Securities plc will execute the buy-back, acting as riskless principal and making trading decisions independently. It will conduct on-market purchases on the London Stock Exchange within preset parameters and regulatory limits.

Will Barclays (BCS) buy back American Depositary Receipts in this programme?

No. The company explicitly states that no repurchases will be made in the United States or in respect of Barclays’ American Depositary Receipts. The buy-back focuses on ordinary shares traded on the London Stock Exchange.