Lloyds Banking Group alters AT1 capital ranking
Accepted by SEC EDGAR
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Sentiment and the balance of points
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Form Type
6-K
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- Activation of the push-down mechanism makes AT1 Securityholders rank behind the Issuer’s preference shares (and any pari passu securities) in a winding‑up prior to a conversion trigger.
Key Figures
Sterling AT1 issue: £750,009,000 7.875% AT1 Callable 2029
Sterling AT1 issues: £750,000,000 AT1 Callable 2027 and 2028
Dollar AT1 issue: $1,250,000,000 AT1 Callable 2029
+3 more
6 metrics
Sterling AT1 issue
£750,009,000 7.875% AT1 Callable 2029
One series of Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities affected by the push-down
Sterling AT1 issues
£750,000,000 AT1 Callable 2027 and 2028
Two additional sterling AT1 series subject to the push-down election
Dollar AT1 issue
$1,250,000,000 AT1 Callable 2029
US dollar AT1 series included in the affected securities
Additional dollar AT1 issues
$1,000,000,000 AT1 Callable 2031 and 2035
Two $1,000,000,000 AT1 series impacted by the ranking change
Push-Down Date
30 July 2026
Effective date for reclassifying preference shares as Tier 2 Capital and activating the push-down
Preference share coupon
9.25%, 6.413%, 6.657%, 9.75%
Coupon rates on the Existing Preference Shares reclassified as Tier 2 Capital
Key Terms
Additional Tier 1 Securities, Perpetual Subordinated Contingent Convertible Securities, Tier 2 Capital, push-down mechanism, +1 more
5 terms
Additional Tier 1 Securities financial
"in respect of all outstanding Additional Tier 1 Securities of the Issuer"
Perpetual Subordinated Contingent Convertible Securities financial
"Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities"
Tier 2 Capital financial
"elected to reclassify the Existing Preference Shares as Tier 2 Capital"
Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.
push-down mechanism financial
"the push-down mechanism contained in the terms and conditions of each Series"
Pari Passu Securities financial
"any securities of the Issuer ranking or expressed to rank pari passu"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Lloyds Banking Group (LYG) change regarding its AT1 securities?
Lloyds Banking Group activated a contractual push-down election on all its Additional Tier 1 (AT1) securities. This follows its decision to treat existing preference shares as Tier 2 Capital, changing the priority of claims in a winding‑up scenario.
Which specific AT1 bonds of Lloyds (LYG) are affected by the push-down election?
The election applies to all outstanding AT1 series, including £750,009,000 7.875% callable 2029 bonds, two further £750,000,000 sterling issues callable 2027 and 2028, and dollar issues of $1,250,000,000, $1,000,000,000, and another $1,000,000,000 callable 2035.
How does the ranking of Lloyds (LYG) AT1 holders change after this notice?
After the push-down, holders of existing preference shares and any pari passu securities become Senior Creditors to the AT1 securities. AT1 holders now rank behind these instruments but still rank ahead of ordinary shareholders in a winding‑up before any conversion trigger.
When does Lloyds Banking Group’s (LYG) push-down election take effect?
The election takes effect from 30 July 2026, defined as the Push-Down Date. From this date, the preference shares are treated as Tier 2 Capital for regulatory purposes and the push-down mechanism in each AT1 series’ terms and conditions is activated.
Are all Lloyds (LYG) AT1 series still equal to each other after the push-down?
Yes. The notice states that activating the push-down mechanism does not affect the ranking of AT1 securities relative to one another. Each series continues to rank pari passu with every other series of Lloyds’ AT1 securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16a
of the Securities Exchange Act of 1934
30
July 2026
LLOYDS BANKING GROUP plc
(Translation
of registrant's name into English)
5th Floor
25 Gresham Street
London
EC2V 7HN
United Kingdom
(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..X.. Form 40-F
Index
to Exhibits
Item
No.
1 Regulatory News Service Announcement, 30 July 2026
re: Notice
of Push Down Election
30 July 2026
LLOYDS BANKING GROUP PLC
(incorporated in Scotland with limited liability with registered
number 95000)
Legal Entity Identifier (LEI): 549300PPXHEU2JF0AM85
(the "Issuer")
NOTICE OF PUSH-DOWN ELECTION
in respect of all outstanding Additional Tier 1 Securities of the
Issuer, being:
(i)
the £750,009,000 7.875 per cent. Fixed Rate Reset Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities
Callable 2029 (ISIN: XS1043552261);
(ii)
the £750,000,000 Fixed Rate Reset Additional Tier 1 Perpetual
Subordinated Contingent Convertible Securities Callable 2027 (ISIN:
XS2529511722);
(iii)
the £750,000,000 Fixed Rate Reset Additional Tier 1 Perpetual
Subordinated Contingent Convertible Securities Callable 2028 (ISIN:
XS2575900977);
(iv)
the $1,250,000,000 Fixed Rate Reset Additional Tier 1 Perpetual
Subordinated Contingent Convertible Securities Callable 2029 (ISIN:
US53944YAV56);
(v)
the $1,000,000,000 Fixed Rate Reset Additional Tier 1 Perpetual
Subordinated Contingent Convertible Securities Callable 2031 (ISIN:
US53944YBB83);
(vi)
the £750,000,000 Fixed Rate Reset Additional Tier 1 Perpetual
Subordinated Contingent Convertible Securities Callable 2030 (ISIN:
XS3013997666); and
(vii)
$1,000,000,000 Fixed Rate Reset Additional Tier 1 Perpetual
Subordinated Contingent Convertible Securities Callable 2035 (ISIN:
US539439BF59).
(each a "Series" and together, the "AT1
Securities", and the holders
thereof, the "Securityholders").
BACKGROUND
Pursuant to the terms and conditions of each Series of the AT1
Securities, the Issuer is permitted, in its sole discretion, to
subordinate the AT1 Securities to (i) the Existing Preference
Shares (as
defined below) of
the Issuer and (ii) any
securities of the Issuer ranking or expressed to
rank pari passu with any of the Existing Preference Shares
in a winding-up of the Issuer (the "Pari Passu
Securities"). This
is contingent upon the Issuer determining that the AT1 Securities
would not be included in the Additional Tier 1 Capital (as defined
below) of the Group (as defined below) unless the holders of some
or all of the Existing Preference Shares and any Pari Passu
Securities are ranked senior to such AT1 Securities, including as a
result of the Issuer electing to treat the Existing Preference
Shares as Tier 2 Capital.
"Additional
Tier 1 Capital" has the meaning
given to it by the Relevant Regulator from time to
time.
"Existing
Preference Shares" means the
9.25% preference shares (ISIN GB00B3KS9W93), the 6.413% preference
shares (ISIN USG5533WAA56/US539439AC38), the 6.657% preference
shares (ISIN US539439AE93/US539439AF68) and the 9.75% preference
shares (ISIN GB00B3KSB238), each issued by the
Issuer.
"Group" means the Issuer and its subsidiary and
associated undertakings.
"Relevant
Regulator" means the UK
Prudential Regulation Authority, or the then relevant regulatory
body with primary responsibility for the prudential supervision of
the Issuer and the Group.
"Tier 2
Capital" has
the meaning given to it by the Relevant Regulator from time to
time.
NOTICE IS HEREBY GIVEN that:
(a)
the Issuer has determined that the AT1
Securities would not be included in the Additional Tier 1 Capital
of the Group as a result of the Issuer's election to reclassify the
Existing Preference Shares as Tier 2 Capital as described
below;
(b) the Issuer has, with
effect from 30 July 2026 (the "Push-Down
Date"), elected to reclassify
the Existing Preference Shares as Tier 2 Capital for regulatory
capital purposes; and
(c)
accordingly, with effect from the Push-Down Date, the
push-down mechanism contained in the terms and conditions of each
Series of AT1 Securities is activated. The holders of the Existing
Preference Shares (and any Pari Passu Securities) shall be Senior
Creditors to the AT1 Securities and, in the event of a winding-up
of the Issuer prior to a
Conversion Trigger, Securityholders
will rank behind holders of the Existing Preference Shares
(including where such Existing Preference Shares are treated as
Tier 2 Capital) but ahead of the holders of ordinary shares in the
capital of the Issuer.
For the avoidance of doubt, the activation of the push-down
mechanism does not affect the ranking of the AT1 Securities
relative to one another; each Series continues to
rank pari passu with each other Series of AT1
Securities.
This notice is given by Lloyds Banking Group plc.
30 July 2026
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.
LLOYDS
BANKING GROUP plc
(Registrant)
By: Douglas
Radcliffe
Name: Douglas
Radcliffe
Title: Group
Investor Relations Director
Date: 30
July 2026