Lloyds Banking Group plc SEC Filings

Lloyds Banking Group plc is removing two debt securities from listing and registration on the New York Stock Exchange. The affected securities are its 5.985% Fixed Rate Notes due 2027 and its Floating Rate Notes due 2027. The New York Stock Exchange LLC certifies that it has complied with its own rules under 17 CFR 240.12d2-2(b) to strike these classes from listing, and that the issuer has complied with exchange rules and 17 CFR 240.12d2-2(c) governing voluntary withdrawal from listing and registration under Section 12(b) of the Securities Exchange Act of 1934.

Lloyds Banking Group plc issued 6,657,090 ordinary shares of 10p each between 1 and 31 July 2026 to satisfy awards under its share plans. These shares were admitted to trading on the Main Market of the London Stock Exchange under existing block admissions.

Following this issuance, 58,146,487,315 ordinary shares were admitted to trading as at close of business on 31 July 2026, fully fungible with the company’s existing ordinary shares.

Lloyds Banking Group plc repurchased 500,000 ordinary shares on 31 July 2026 from Goldman Sachs International under its ongoing share buyback programme. The highest price paid was 116.5500 pence per share, the lowest was 113.9000 pence, and the volume weighted average price was 115.5592 pence. The company intends to cancel these shares.

Since the start of the buyback programme to repurchase up to £1.75 billion of ordinary shares, Lloyds has bought 1,313,502,808 shares for total consideration of £1,306,727,163.43. From the week commencing 3 August 2026, it plans to report daily buyback activity on a weekly basis.

Lloyds Banking Group plc reports that as at 31 July 2026, the total number of issued shares with voting rights is 58,146,487,315 ordinary shares of 10p each, including shares represented by American Depositary Receipts. No shares are held in treasury, so this figure is the denominator for shareholders’ disclosure obligations under the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

Lloyds Banking Group plc is launching a share buyback programme to repurchase up to £1 billion of ordinary shares. Goldman Sachs International will act as broker, purchasing shares as principal and selling them on to Lloyds, which intends to cancel all shares bought. The programme, whose sole purpose is to reduce the company's ordinary share capital, will run until no later than 27 January 2027 and remains subject to the continuing approval of the Prudential Regulatory Authority. No repurchases will be made in the United States or in respect of the company's American Depositary Receipts.

Repurchases will follow pre-set parameters and fall within the general authority granted by shareholders at the 14 May 2026 annual general meeting, which permits the purchase of up to 5,883,850,928 ordinary shares. Transactions will comply with the EU Market Abuse Regulation, Commission Delegated Regulation 2016/1052 and Chapter 9 of the FCA's UK Listing Rules. From the week commencing 3 August 2026, Lloyds plans to report at the end of each week on daily share buyback activity under programmes announced on 30 January 2026 and 31 July 2026.

Lloyds Banking Group plc reported that on 30 July 2026 it repurchased 2,162,722 ordinary shares from Goldman Sachs International under its existing share buyback programme. The shares were bought at prices between 110.5000p and 115.8500p, with a volume weighted average price of 112.4390p.

The company intends to cancel the repurchased shares. The trades were carried out under instructions issued to the broker on 29 January 2026, announced on 30 January 2026, and are reported in line with Article 5(1)(b) of the Market Abuse Regulation, with a detailed trade schedule available via a linked London Stock Exchange PDF.

Lloyds Banking Group plc has exercised a contractual push-down election affecting all outstanding Additional Tier 1 (AT1) securities, including multiple £750,000,000 sterling issues and $1,250,000,000 and $1,000,000,000 dollar issues of perpetual subordinated contingent convertible bonds.

With effect from 30 July 2026, the group has elected to treat its outstanding preference shares as Tier 2 Capital for regulatory purposes. As a result, the push-down mechanism in each AT1 series is activated: holders of the existing preference shares (and any pari passu securities) become Senior Creditors to the AT1 securities in a winding-up before any conversion trigger, while AT1 holders continue to rank ahead of ordinary shareholders. The relative ranking among the AT1 series themselves is unchanged and remains pari passu.

Lloyds Banking Group delivered a strong first half of 2026, with statutory profit before tax of £4.3 billion, up 23% year-on-year, and profit after tax of £3.1 billion. Underlying profit rose 18% to £4.2 billion and return on tangible equity reached 17.1%.

Net income increased 9% to £9.7 billion, driven by underlying net interest income of £7.3 billion and 11% growth in underlying other income. The banking net interest margin improved to 3.19%. Underlying loans grew 2% to £491.5 billion and customer deposits 1% to £500.9 billion, with an asset quality ratio of 0.25% from a £617 million impairment charge.

Capital generation was 108 basis points, leaving a CET1 ratio of 13.6%, or 13.1% pro forma after the new buyback and the Curve acquisition. The Board declared an interim ordinary dividend of 1.58p per share (£918 million), up 30%, and announced an additional ordinary share buyback of up to £1.0 billion, while launching the Accelerate 2030 strategy targeting mid-single-digit net income growth and around 20% return on tangible equity by 2030.

Lloyds Banking Group plc reports consolidated capitalisation and indebtedness of £151,563m as at 30 June 2026. Total equity was £47,237m, including ordinary shareholders’ equity of £41,461m, other equity instruments of £5,551m and non-controlling interests of £225m.

Total indebtedness was £104,326m, comprising subordinated liabilities of £9,235m and total debt securities of £95,091m. Under IFRS, certain preference shares are classified as debt within subordinated liabilities. As of 30 June 2026, all indebtedness was unsecured except for £19.8 billion of securitisation notes and covered bonds and £1.4 billion of debt securities issued by the Group’s asset-backed conduits.

The company states there have been no issuances or redemptions of subordinated liabilities, debt securities or other equity instruments, and no material change in this capitalisation profile, since 30 June 2026. The information is incorporated by reference into its existing Form F-3 registration statement.