Barclays files supplemental indenture and pricing agreement for senior callable notes

Rhea-AI Filing Summary

Barclays PLC furnished a Form 6-K listing documentation related to a set of senior callable notes and the related indentures. The report attaches an Amended and Restated Pricing Agreement dated August 6, 2025 covering the 4.476% fixed-to-floating senior callable notes due 2029, the 5.860% fixed-to-floating senior callable notes due 2046 and the floating rate senior callable notes due 2029. It also includes a Twentieth Supplemental Indenture dated August 11, 2025 and the forms of global securities for those series. Legal opinions from Cleary Gottlieb Steen & Hamilton LLP and Clifford Chance LLP as to the validity of the notes are attached. The filing is incorporated by reference into Barclays' Form F-3 registration statement. The filing does not disclose aggregate principal amounts, offering size or use of proceeds.

Positive

• Amended and Restated Pricing Agreement for the three note series is attached, specifying pricing framework
• Twentieth Supplemental Indenture and forms of global securities for the series are included, establishing the legal instrument set
• Legal opinions from Cleary Gottlieb and Clifford Chance as to the validity of the notes are provided

Negative

• The filing does not disclose aggregate principal amounts or overall offering size for any series
• No information is provided on use of proceeds, allocation across tranches, or expected closing/settlement amounts
• The filing contains limited financial detail—coupons and maturities are shown but economic scale and investor impact are not provided

Insights

Debt Capital Markets Analyst

TL;DR: Documentation for new senior callable note series is filed; coupons and maturities are stated, but offering size is not disclosed.

The Form 6-K provides the core legal and pricing documents needed to support issuance of three series of senior callable notes: a 4.476% fixed-to-floating series due 2029, a 5.860% fixed-to-floating series due 2046, and a floating-rate series due 2029. The Amended and Restated Pricing Agreement (dated August 6, 2025) and the Twentieth Supplemental Indenture (dated August 11, 2025) establish the contractual framework. The inclusion of U.S. and English counsel opinions addresses legal validity. Materially absent are aggregate principal amounts, allocation among series, and use-of-proceeds detail, which limits assessment of funding size or market impact.

Corporate Governance Expert

TL;DR: Filing is procedural and compliance-focused, incorporating required indentures, global security forms and legal opinions into the public record.

The report is structured as an exhibit-led disclosure: supplemental indenture, forms of global securities and counsel opinions are incorporated or attached and the report is incorporated into the registrant's Form F-3. This reflects customary corporate practice to furnish offering-related documents to investors and regulators. The documents on their face address legal and operational readiness for issuance but do not provide quantitative transaction details, so oversight and governance reviewers will note completeness of legal documentation but lack of transaction economics in this filing.

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 August, 2025

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		—		Amended and Restated Pricing Agreement between Barclays PLC and Barclays Capital Inc., dated August  6, 2025 for the 4.476% Fixed-to-Floating Rate Senior Callable Notes due 2029, the 5.860% Fixed-to-Floating Rate Senior Callable Notes due 2046 and the Floating Rate Senior Callable Notes due 2029.
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		—		Twentieth Supplemental Indenture to the Senior Debt Securities Indenture, dated as of August  11, 2025, 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 4.476% Fixed-to-Floating Rate Senior Callable Notes due 2029 (incorporated by reference to Exhibit A to Exhibit 4.7 above).
4.9		—		The form of Global Security for the 5.860% Fixed-to-Floating Rate Senior Callable Notes due 2046 (incorporated by reference to Exhibit B to Exhibit 4.7 above).

4.10		—		The form of Global Security for the Floating Rate Senior Callable Notes due 2029 (incorporated by reference to Exhibit C 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 4.476% Fixed-to-Floating Rate Senior Callable Notes due 2029, the 5.860% Fixed-to-Floating Rate Senior Callable Notes due 2046 and the Floating Rate Senior Callable Notes due 2029.
5.2		—		Opinion of Clifford Chance LLP, English counsel to Barclays PLC, as to the validity of the 4.476% Fixed-to-Floating Rate Senior Callable Notes due 2029, the 5.860% Fixed-to-Floating Rate Senior Callable Notes due 2046 and the Floating Rate Senior Callable Notes due 2029.

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: August 11, 2025				By:		/s/ Lisa Tat
						Name: Lisa Tat
						Title: Assistant Secretary

FAQ

What securities does Barclays (BCS) describe in this Form 6-K?

The filing covers the 4.476% fixed-to-floating senior callable notes due 2029, the 5.860% fixed-to-floating senior callable notes due 2046, and floating rate senior callable notes due 2029.

What dated documents are attached to the 6-K for these notes?

An Amended and Restated Pricing Agreement dated August 6, 2025 and a Twentieth Supplemental Indenture dated August 11, 2025 are included, along with forms of global securities.

Does the filing state the aggregate principal amount or offering size for the notes?

No. The Form 6-K does not disclose aggregate principal amounts or total offering size for any series.

Are there legal opinions attached to the filing?

Yes. The filing includes opinions from Cleary Gottlieb Steen & Hamilton LLP (U.S. counsel) and Clifford Chance LLP (English counsel) as to the validity of the notes.

Is this filing incorporated into Barclays' registration statement?

Yes. The report is stated to be incorporated by reference into Barclays' Form F-3 registration statement (No. 333-277578).