GSK updates legal opinions on shelf registration

GSK plc updates its Form F-3 shelf registration by adding U.S. and English legal opinions via a Form 6-K filing.

Rhea-AI Filing Summary

GSK plc furnished a Form 6-K to incorporate additional legal opinion exhibits into its existing Form F-3 shelf registration, together with GlaxoSmithKline Capital Inc. as co-registrant. The filing adds opinions from Cleary Gottlieb Steen & Hamilton LLP as special U.S. and English counsel to those registration statements.

Filing Explained

GSK incorporated two legal opinions into its F-3 registration statement; the filing reports no offering, sale, share issuance, or proceeds.

Form 6-K is a foreign private issuer’s interim report; here, GSK plc and GlaxoSmithKline Capital Inc. furnished a report dated September 15, 2026.

The report incorporates two legal opinions into the companies’ existing Form F-3 registration statement, updating its filed materials without reporting an offering, sale, issuance, or proceeds received.

Key Terms

Form F-3, incorporated by reference, special U.S. counsel

3 terms

Form F-3 regulatory

"the Registration Statement on Form F-3 (File Nos. 333-278205 and 333-278205-02)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

incorporated by reference regulatory

"shall be deemed to be incorporated by reference in the prospectus included"

special U.S. counsel regulatory

"Opinion of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel"

FAQ

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

What is GSK (GSK) doing in this Form 6-K filing?

GSK plc is furnishing a Form 6-K to incorporate by reference two Cleary Gottlieb Steen & Hamilton LLP legal opinion letters into its existing Form F-3 shelf registration, together with GlaxoSmithKline Capital Inc. as co-registrant.

Which registration statements are affected for GSK (GSK)?

The Form 6-K states it is incorporated by reference into the prospectus included in the Registration Statement on Form F-3, File Nos. 333-278205 and 333-278205-02 of GSK plc and GlaxoSmithKline Capital Inc.

What exhibits are incorporated by reference in this GSK (GSK) Form 6-K?

The filing incorporates Exhibit 5.1, the opinion of Cleary Gottlieb Steen & Hamilton LLP as special U.S. counsel, and Exhibit 5.2, the opinion of Cleary Gottlieb Steen & Hamilton LLP as special English counsel, for GSK plc and GlaxoSmithKline Capital Inc.

Does this GSK (GSK) Form 6-K announce any new securities offering terms?

No. The Form 6-K describes incorporation by reference of legal opinion exhibits into existing Form F-3 registration statements; it does not state specific new securities amounts, pricing, or offering terms.

Who signed this GSK (GSK) Form 6-K on behalf of the companies?

Julie Brown, Chief Financial Officer and Executive Director, signed for GSK plc, and Richard John Latchford, Vice President, signed for GlaxoSmithKline Capital Inc., as stated in the signature block.

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

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Available on EDGAR 09/15/2026 - 12:13 PM Accepted by SEC EDGAR 09/15/2026 - 12:12 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 September, 2026

Commission File Numbers: 001-15170; 001-34068

GSK plc		GlaxoSmithKline Capital Inc.
(Name of registrant)		(Name of registrant)
79 New Oxford Street London WC1A 1DG United Kingdom		1100 North Market Street, Suite 4056 Wilmington, Delaware 19890 United States
(Address of principal executive offices)		(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover 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 PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NOS. 333-278205 AND 333-278205-02) OF GSK PLC AND GLAXOSMITHKLINE CAPITAL INC. 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.

GSK plc and GlaxoSmithKline Capital Inc. hereby incorporate by reference the following exhibits to this report on Form 6-K into their Registration Statement on Form F-3 (File Nos. 333-278205 and 333-278205-02).

Exhibit No.		Description of Document
5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel to GSK plc and GlaxoSmithKline Capital Inc.
5.2		Opinion of Cleary Gottlieb Steen & Hamilton LLP, special English counsel to GSK plc and GlaxoSmithKline Capital Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

GSK PLC
By:		/s/ Julie Brown
Name:		Julie Brown
Title:		Chief Financial Officer and Executive Director
GLAXOSMITHKLINE CAPITAL INC.
By:		/s/ Richard John Latchford
Name:		Richard John Latchford
Title:		Vice President

Date: September 15, 2026

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-5.1 EX-5.1 15.4 KB
• EX-5.2 EX-5.2 43.5 KB