Lloyds Banking Group (NYSE: LYG) details 2025 capital structure

Rhea-AI Filing Summary

Lloyds Banking Group plc filed a Form 6-K to update investors on its capitalisation, which is incorporated by reference into its existing Form F-3 registration statement. As of 31 December 2025, total equity was £47,867 million and total indebtedness was £92,408 million, giving total capitalisation and indebtedness of £140,275 million.

Indebtedness included £9,894 million of subordinated liabilities and £82,514 million of debt securities. Most borrowings were unsecured, apart from £17.6 billion of securitisation notes and covered bonds and £0.7 billion of asset-backed conduit debt securities.

The group redeemed CHF 215 million of debt securities on 2 February 2026 and issued USD 1,250 million, USD 1,000 million and USD 500 million of debt on 10 February 2026, plus two tranches of EUR 750 million on 12 February 2026. The company reports no issuances or redemptions of subordinated liabilities or other equity instruments since 31 December 2025 and states there has been no material change in the capitalisation table since that date.

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

13 February 2026

Commission File number 001-15246

LLOYDS BANKING GROUP plc

(Translation of registrant’s name into English)

33 Old Broad Street

London

EC2N 1HZ

United Kingdom

(Address of principal executive offices)

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1) ________.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7) ________.

This report on Form 6-K shall be deemed incorporated by reference into the company’s Registration Statement on Form F-3
(File No. 333-287829) and to be a part thereof from the date on which this report is filed to the extent not superseded by
documents or reports subsequently filed or furnished.

EXPLANATORY NOTE

Lloyds Banking Group plc hereby incorporates by reference the following exhibit to this report on Form 6-K into its Registration Statement on Form F-3 (File No. 333-287829):

Exhibit						Document
99.1						Capitalisation table as at 31 December 2025

SIGNATURE

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 authorised.

			LLOYDS BANKING GROUP plc
			By:			/s/ William Chalmers
			Name:			William Chalmers
			Title:			Chief Financial Officer
			Dated:			13 February 2026

EXHIBIT 99.1

CAPITALISATION

The following table shows the capitalisation and indebtedness of Lloyds Banking Group plc together with its subsidiaries (the Group) on a consolidated basis as at 31 December 2025. In accordance with IFRS, certain preference shares are classified as debt and are included in subordinated liabilities in the table below.

Capitalisation			At 31 Dec 2025 £m
Equity
Ordinary shareholders’ equity			41,721
Other equity instruments			5,947
Non-controlling interests			199
Total equity			47,867
Indebtedness
Subordinated liabilities			9,894
Debt securities
Debt securities in issue at amortised cost			78,271
Liabilities designated at fair value through profit or loss			4,243
Total debt securities			82,514
Total indebtedness			92,408
Total capitalisation and indebtedness			140,275

Excluding indebtedness issued under government-guaranteed funding programmes, none of the indebtedness set forth above is guaranteed by persons other than members of the Group. As of 31 December 2025, all indebtedness was unsecured except for £17.6 billion of securitisation notes and covered bonds and £0.7 billion of debt securities issued by the Group’s asset-backed conduits.

On 2 February 2026, the Group redeemed CHF 215 million of debt securities. On 10 February 2026, the Group issued USD 1,250 million, USD 1,000 million and USD 500 million of debt securities. On 12 February 2026, the Group issued EUR 750 million and a further EUR 750 million of debt securities.

There have been no issuances or redemptions of subordinated liabilities since 31 December 2025.

There have been no issuances or redemptions of other equity instruments since 31 December 2025.

There has been no material change in the information set forth in the table above since 31 December 2025.

FAQ

What does Lloyds Banking Group plc (LYG) disclose in this February 2026 6-K?

Lloyds Banking Group plc provides an updated capitalisation and indebtedness table as of 31 December 2025, incorporated into its Form F-3. It details total equity, subordinated liabilities, debt securities, and recent bond redemptions and issuances, plus confirms no material change since that date.

What is Lloyds Banking Group plc's total capitalisation as of 31 December 2025?

As of 31 December 2025, Lloyds Banking Group plc reports total capitalisation and indebtedness of £140,275 million. This figure combines total equity of £47,867 million with total indebtedness of £92,408 million, giving investors a consolidated view of the group’s funding and capital structure.

How much debt and equity does Lloyds Banking Group plc report in this 6-K?

The group reports total equity of £47,867 million, including £41,721 million of ordinary shareholders’ equity and £5,947 million of other equity instruments. Total indebtedness is £92,408 million, comprising £9,894 million of subordinated liabilities and £82,514 million of debt securities on a consolidated basis.

What recent bond issuances and redemptions does Lloyds Banking Group plc describe?

Lloyds Banking Group plc redeemed CHF 215 million of debt securities on 2 February 2026. It then issued USD 1,250 million, USD 1,000 million and USD 500 million of debt on 10 February 2026, and two EUR 750 million tranches on 12 February 2026.

How much of Lloyds Banking Group plc's debt is secured versus unsecured?

The group states all indebtedness was unsecured as of 31 December 2025, except for £17.6 billion of securitisation notes and covered bonds and £0.7 billion of debt securities issued by its asset-backed conduits. These specific instruments are secured, while the remainder is unsecured.

Have Lloyds Banking Group plc's subordinated liabilities or other equity instruments changed since 31 December 2025?

Lloyds Banking Group plc reports no issuances or redemptions of subordinated liabilities since 31 December 2025. It also states there have been no issuances or redemptions of other equity instruments, indicating stability in these layers of its capital structure over the period described.

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