Barclays registers 1B American Depositary Shares

ADR holders' deposit terms address voting, dividend distributions, notices, rights, holder fees, and transfers or withdrawals of the underlying securities.

Accepted by SEC EDGAR 11/20/2025 - 01:16 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Barclays PLC registered 1,000,000,000 American Depositary Shares, each representing four ordinary shares and evidenced by American Depositary Receipts. The fee table lists a proposed maximum aggregate offering price of $50,000,000. The ADR terms address voting, dividends, notices, rights, holder fees, and transfers or withdrawals of the underlying securities. JPMorgan Chase Bank, N.A. is the depositary.

Filing Explained

The F-6 registration statement is marked effective immediately upon filing and covers up to 1 billion ADSs, each representing four ordinary shares. That registers securities rather than reporting an issuance, so the filing alone does not establish an increase in outstanding common shares or dilution.

Key Figures

American Depositary Shares registered: 1,000,000,000 American Depositary Shares Ordinary shares per American Depositary Share: 4 ordinary shares Proposed maximum aggregate price per unit: $0.05 per unit +2 more

5 metrics

American Depositary Shares registered 1,000,000,000 American Depositary Shares Each American Depositary Share represents four ordinary shares

Ordinary shares per American Depositary Share 4 ordinary shares Representation ratio stated in the registration fee table

Proposed maximum aggregate price per unit $0.05 per unit Registration fee table

Proposed maximum aggregate offering price $50,000,000 Registration fee table

Registration fee $6,905.00 Registration fee table

Key Terms

American Depositary Shares, American Depositary Receipts, deposited securities, Deposit Agreement

4 terms

American Depositary Shares financial

"each American Depositary Share representing four (4) ordinary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

American Depositary Receipts financial

"depositary shares evidenced by American Depositary Receipts"

A certificate traded on U.S. markets that represents ownership of shares in a foreign company, letting U.S. investors buy and sell that company as if it were listed domestically. Think of it as a local voucher for a foreign product: it makes price quotes in dollars, trades on familiar exchanges, and brings differences in liquidity, fees and legal protections that can affect returns and risk compared with buying the underlying foreign shares directly.

deposited securities financial

"Title of the American Depositary Receipts and identity of the deposited securities"

Deposit Agreement financial

"Second Amended and Restated Deposit Agreement"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many American Depositary Shares did BCLYF register?

Barclays PLC registered 1,000,000,000 American Depositary Shares, evidenced by American Depositary Receipts.

How many ordinary shares does each BCLYF American Depositary Share represent?

Each American Depositary Share represents four ordinary shares of Barclays PLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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As filed with the U.S. Securities and Exchange Commission on November 20, 2025.

Registration No.  333    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

BARCLAYS PLC

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer’s name into English)

England

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

270 Park Avenue, Floor 8

New York, New York 10017

Telephone: +1-800- 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

United States of America

Telephone: +1-212-526-7000

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

  JPMorgan Chase Bank, N.A.
270 Park Avenue, Floor 8 New York, New York 10017 Telephone: +1-800-990-1135     Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151

It is proposed that this filing become effective under Rule 466

x  immediately upon filing

¨  on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing four (4) ordinary shares of Barclays PLC.	1,000,000,000 American Depositary Shares	$0.05	$50,000,000	$6,905.00

(1) Each unit represents one American Depositary Share.

(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to Amendment No. 4 to the Second Amended and Restated Deposit Agreement filed as Exhibit (a)(5) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
1.       Name of the depositary and the address of its principal executive office		Introductory Article
2.       Title of the American Depositary Receipts and identity of the deposited securities		Face of American Depositary Receipt, top center
Terms of Deposit:
(a)      Amount of deposited securities represented by one unit of American Depositary Receipts		Face of American Depositary Receipt, upper left corner
(b)     Procedure for voting the deposited securities		Articles 15, 16 and 18
(c)     Procedure for collecting and distributing dividends		Articles 4, 12, 13, 15 and 18
(d)     Procedures for transmitting notices, reports and proxy soliciting material		Articles 11, 15, 16 and 18
(e)     Sale or exercise of rights		Articles 13, 14, 15 and 18

Item Number and Caption   Location in Form of American Depositary Receipt Filed Herewith as Prospectus

(f)      Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Articles 12, 13, 15, 17 and 18
(g)     Amendment, extension or termination of the deposit agreement		Articles 20 and 21
(h)     Rights that holders of American Depositary Receipts have to inspect the books of the depositary and the list of receipt holders		Article 11
(i)      Restrictions on the right to transfer or withdraw the underlying securities		Articles 2, 3, 4, 5, 6 and 22
(j)      Limitation on the depositary’s liability		Articles 14, 18, 19 and 21
3.       Fees and charges that a holder of ADRs may have to pay, either directly or indirectly		Article 7
4.       Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities		Article 7
Item 2. AVAILABLE INFORMATION		Article 11
Barclays PLC is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission.  These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(1) Deposit Agreement. Second Amended and Restated Deposit Agreement, dated as of August 11, 2008 (as from time to time amended, the “Deposit Agreement”), among Barclays PLC (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder. Filed as Exhibit (a)(1) to the Registration Statement on Form F-6 (File No. 333-261527) and incorporated herein by this reference.

(a)(2) Amendment No. 1 to the Deposit Agreement. Amendment No. 1 to the Deposit Agreement, dated as of August 14, 2013, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. Filed as Exhibit (a)(2) to the Registration Statement on Form F-6 (File No. 333-261527) and incorporated herein by this reference.

(a)(3) Amendment No. 2 to the Deposit Agreement. Amendment No. 2 to the Deposit Agreement, dated as of April 7, 2014, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. Filed as Exhibit (a)(3) to the Registration Statement on Form F-6 (File No. 333-261527) and incorporated herein by this reference.

(a)(4) Amendment No. 3 to the Deposit Agreement. Amendment No. 3 to the Deposit Agreement, dated as of March 13, 2018, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. Filed as Exhibit (a)(4) to the Registration Statement on Form F-6 (File No. 333-261527) and incorporated herein by this reference.

(a)(5) Amendment No. 4 to the Deposit Agreement. Amendment No. 4 to the Deposit Agreement, dated as of December 10, 2021, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(5).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

(d) Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

(e) Certification under Rule 466. Filed herewith as Exhibit (e).

(f)(1) Power of Attorney of certain officers and directors of the Company. Filed herewith as Exhibit (f)(1).

(f)(2) Power of Attorney of Authorized U.S. Representative of the Company. Filed herewith as Exhibit (f)(2).

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”) on behalf of the legal entity created by the Second Amended and Restated Deposit Agreement (as amended from time to time, the “Deposit Agreement”) among Barclays PLC, the Depositary and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on November 20, 2025.

	Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
	By:	JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary
		By:	/s/ Timothy E. Green
			Name: Timothy E. Green
			Title: Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Barclays PLC certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on November 20, 2025.

	BARCLAYS PLC
	By:	/s/ Garth Wright
		Name: Garth Wright
		Title: Assistant Secretary

SIGNATURES

Signature		Title
*
		Group Chief Executive
C.S. Venkatakrishnan		(Principal Executive Officer) and Director
*
		Group Finance Director
Anna Cross		(Principal Financial Officer and Principal Accounting Officer) and Director
*
		Group Chairman
Nigel Higgins
*
		Director
Robert Berry
*
		Director
Dawn Fitzpatrick

*

Director

Mary Francis CBE

*

Director

Brian Gilvary

*

Director

Sir John Kingman

*

Director

Dioni-Catherine Lebot

*

Director

Mary Mack

*

Director

Marc Moses

*

Director

Brian Shea

*

Director

Julia Wilson

*

Authorized Representative in the United States; Deputy Treasurer – Barclays Americas

Sandeep Singh

	* By:	/s/ Garth Wright
		Name: Garth Wright
		Title: Attorney-in-Fact

INDEX TO EXHIBITS

Exhibit Number
(a)(5)		Amendment No. 4, dated as of December 10, 2021, to the Second Amended and Restated Deposit Agreement, dated as of August 11, 2008 (as from time to time amended, the “Deposit Agreement”), among Barclays PLC (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto.
(d)		Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.
(e)		Rule 466 Certification.
(f)(1)		Power of Attorney of Certain Officers and Directors of the Company.
(f)(2)		Power of Attorney of Authorized U.S. Representative of the Company.