Barclays (NYSE: BCS) files senior callable notes and indenture exhibits

Rhea-AI Filing Summary

Barclays PLC is filing a Form 6-K that is incorporated by reference into its existing Form F-3 shelf registration. The report mainly provides documentation for several senior callable notes, including 4.219% Fixed-to-Floating Rate Senior Callable Notes due 2030, 4.521% Fixed-to-Floating Rate Senior Callable Notes due 2032, 5.207% Fixed-to-Floating Rate Senior Callable Notes due 2037 and Floating Rate Senior Callable Notes due 2030.

The filing lists a February 17, 2026 pricing agreement with Barclays Capital Inc., a February 24, 2026 Twenty-First Supplemental Indenture under the existing senior debt securities indenture, and the related forms of global securities. It also includes U.S. and English legal opinions confirming the validity of these notes.

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

For the month of February, 2026

Commission File Number: 001-09246

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 ☒    Form 40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-277578) OF BARCLAYS PLC AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

The Report comprises the following:

Exhibit No.				Description
1.1		—		Underwriting Agreement—Standard Provisions, dated as of March  3, 2021 (incorporated by reference to Exhibit 1.1 of the registrant’s Report of Foreign Private Issuer on Form 6-K (Film No.  21729168) filed with the Securities and Exchange Commission on March 10, 2021).
1.2		—		Pricing Agreement between Barclays PLC and Barclays Capital Inc., dated February  17, 2026 for the 4.219% Fixed-to-Floating Rate Senior Callable Notes due 2030, the 4.521% Fixed-to-Floating Rate Senior Callable Notes due 2032, the 5.207% Fixed-to-Floating Rate Senior Callable Notes due 2037 and the Floating Rate Senior Callable Notes due 2030.
4.1		—		Senior Debt Securities Indenture, dated as of January  17, 2018, between Barclays PLC and The Bank of New York Mellon, London Branch, as Trustee (incorporated by reference to Exhibit 4.1 of the registrant’s Report of Foreign Private Issuer on Form 6-K (Film No.  18530382) filed with the Securities and Exchange Commission on January 17, 2018).
4.2		—		Sixth Supplemental Indenture to the Senior Debt Securities Indenture, dated as of May  7, 2020, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar (incorporated by reference to Exhibit 4.2 of the registrant’s Report of Foreign Private Issuer on Form 6-K (Film No. 20855734), filed with the Securities and Exchange Commission on May 7, 2020).
4.3		—		Ninth Supplemental Indenture to the Senior Debt Securities Indenture, dated as of March  1, 2021, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar (incorporated by reference to Exhibit 4.3 of the registrant’s Form F-3 (Film No. 21697198), filed with the Securities and Exchange Commission on March 1, 2021).
4.4		—		Thirteenth Supplemental Indenture to the Senior Debt Securities Indenture, dated as of November  2, 2022, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar (incorporated by reference to Exhibit 4.4 of the registrant’s Report of Foreign Private Issuer on Form 6-K (Film No. 221353237) filed with the Securities and Exchange Commission on November 2, 2022).
4.5		—		Fourteenth Supplemental Indenture to the Senior Debt Securities Indenture, dated as of May  9, 2023, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar (incorporated by reference to Exhibit 4.5 of the registrant’s Report of Foreign Private Issuer on Form 6-K (Film No. 23901719), filed with the Securities and Exchange Commission on May 9, 2023).
4.6		—		Sixteenth Supplemental Indenture to the Senior Debt Securities Indenture, dated as of March  12, 2024, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar (incorporated by reference to Exhibit 4.6 of the registrant’s Report of Foreign Private Issuer on Form 6-K (Film No. 24742369), filed with the Securities and Exchange Commission on March 12, 2024).
4.7		—		Twenty-First Supplemental Indenture to the Senior Debt Securities Indenture, dated as of February  24, 2026, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar.
4.8		—		The form of Global Security for the 4.219% Fixed-to-Floating Rate Senior Callable Notes due 2030 (incorporated by reference to Exhibit A to Exhibit 4.7 above).

4.9		—		The form of Global Security for the 4.521% Fixed-to-Floating Rate Senior Callable Notes due 2032 (incorporated by reference to Exhibit B to Exhibit 4.7 above).
4.10		—		The form of Global Security for the 5.207% Fixed-to-Floating Rate Senior Callable Notes due 2037 (incorporated by reference to Exhibit C to Exhibit 4.7 above).
4.11		—		The form of Global Security for the Floating Rate Senior Callable Notes due 2030 (incorporated by reference to Exhibit D to Exhibit 4.7 above).
5.1		—		Opinion of Cleary Gottlieb Steen  & Hamilton LLP, U.S. counsel to Barclays PLC, as to the validity of the 4.219% Fixed-to-Floating Rate Senior Callable Notes due 2030, the 4.521% Fixed-to-Floating Rate Senior Callable Notes due 2032, the 5.207% Fixed-to-Floating Rate Senior Callable Notes due 2037 and the Floating Rate Senior Callable Notes due 2030.
5.2		—		Opinion of Clifford Chance LLP, English counsel to Barclays PLC, as to the validity of the 4.219% Fixed-to-Floating Rate Senior Callable Notes due 2030, the 4.521% Fixed-to-Floating Rate Senior Callable Notes due 2032, the 5.207% Fixed-to-Floating Rate Senior Callable Notes due 2037 and the Floating Rate Senior Callable Notes due 2030.

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 24, 2026				By:		/s/ Gemma Tremlett
						Name: Gemma Tremlett
						Title: Assistant Secretary

FAQ

What does Barclays PLC (BCS) disclose in this Form 6-K?

Barclays PLC uses this Form 6-K to supply documentation for several senior callable notes. It incorporates the report into its Form F-3 shelf, adding a pricing agreement, a supplemental indenture, forms of global securities, and legal opinions on the validity of the notes.

Which Barclays PLC notes are covered in this February 2026 filing?

The filing covers 4.219% Fixed-to-Floating Rate Senior Callable Notes due 2030, 4.521% Fixed-to-Floating Rate Senior Callable Notes due 2032, 5.207% Fixed-to-Floating Rate Senior Callable Notes due 2037, and Floating Rate Senior Callable Notes due 2030. These series are documented through a pricing agreement and related indenture exhibits.

How is this Barclays PLC Form 6-K linked to its Form F-3 shelf?

The report is expressly deemed incorporated by reference into Barclays PLC’s Form F-3 registration statement No. 333-277578. This means the exhibits and legal opinions in this Form 6-K become part of the shelf registration’s disclosure package for future securities offerings.

What agreements and indentures are included in Barclays PLC’s 6-K?

The filing includes a February 17, 2026 pricing agreement with Barclays Capital Inc. and a Twenty-First Supplemental Indenture dated February 24, 2026. It also references the main senior debt securities indenture and several earlier supplemental indentures incorporated by reference from prior filings.

What legal opinions accompany Barclays PLC’s senior callable notes?

Two legal opinions are included: Cleary Gottlieb Steen & Hamilton LLP, as U.S. counsel, and Clifford Chance LLP, as English counsel. Both opine on the validity of the four series of senior callable notes, supporting their issuance under U.S. and English legal frameworks.

Why are forms of global securities included in Barclays PLC’s filing?

Forms of global securities specify the standardized terms and structure for each note series when held through clearing systems. Barclays includes separate global security forms for each of the four senior callable note series, tying them to the supplemental indenture governing these instruments.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.2 EX-1.2 200.7 KB
• EX-4.7 EX-4.7 338.9 KB
• EX-5.1 EX-5.1 12.4 KB
• EX-5.2 EX-5.2 70.1 KB