under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No ..X..
If "Yes" is marked, indicate below the
file number assigned to the registrant in connection with Rule
On March 25, 2026, Lloyds Banking Group plc issued a press release
titled “Redemption of 1.627% Senior Callable Fixed-to-Fixed Rate Notes due 2027”.
A copy of the press release is attached hereto
as Exhibit 99.1.
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.
Exhibit 99.1
Redemption of 1.627% Senior Callable Fixed-to-Fixed
Rate Notes due 2027
Lloyds Banking Group plc
$1,000,000,000
1.627% Senior Callable Fixed-to-Fixed Rate Notes due 2027 (CUSIP: 53944YAP8*, ISIN: US53944YAP88, Common Code:
231480943)
March 25, 2026. Lloyds Banking
Group plc (the “Group”) announces that it has issued a notice of redemption for the entire outstanding principal amount
of its 1.627% Senior Callable Fixed-to-Fixed Rate Notes due 2027 (the “Notes”). A notice of redemption pursuant to
the terms of the Senior Debt Securities Indenture dated July 6, 2010 as amended and supplemented by the Thirteenth Supplemental Indenture
dated March 11, 2021 governing the Notes (the “Indenture) has been distributed to The Bank of New York Mellon, acting through
its London Branch, as Trustee (the “Trustee”).
The outstanding Notes will be redeemed
on May 11, 2026 (the “Redemption Date”) at an amount equal to 100% of their principal amount, together with any accrued
but unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”). Accordingly, the listing of the
Notes on the New York Stock Exchange will be cancelled on, or shortly after, May 11, 2026.
The location where Holders may surrender
the Notes and obtain payment of the Redemption Price is The Bank of New York Mellon, London Branch, 160 Queen Victoria Street, London
EC4V 4LA, United Kingdom, Attn: Corporate Trust Administration, Email: corpsov4@bnymellon.com
On the Redemption Date, the Redemption
Price will become due and payable and interest on the Notes will cease to accrue. Before the Redemption Date, the Group will irrevocably
deposit with the Trustee or with a Paying Agent an amount of money sufficient to pay the total Redemption Price of each of the Notes.
When the Group makes such a deposit, all rights of holders of the Notes will cease, except the holders’ rights to receive the Redemption
Price, but without interest, and the Notes will no longer be outstanding.
For further information in relation to the redemption of the Notes,
please contact:
Group Corporate Treasury:
Kris Middleton
Head of Term Issuance and Capital Structuring
Telephone: +44 (0)207 356 1122
Niamh O’Connor
Head of Debt Investor Relations
Telephone: +44 (0)7350 418011
*This CUSIP number has been assigned to this issue
by a third-party, and is included solely for the convenience of the Holders of the Notes. Neither Lloyds Banking Group plc nor the Trustee
shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to its correctness on the Notes
or as indicated in any redemption notice.
FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking
statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and section 27A of the US Securities
Act of 1933, as amended, with respect to the business, strategy, plans and/or results of Lloyds Banking Group plc together with its subsidiaries
(the Group) and its current goals and expectations. Statements that are not historical or current facts, including statements about the
Group’s or its directors’ and/or management’s beliefs and expectations, are forward-looking statements. Words such as,
without limitation, ‘believes’, ‘achieves’, ‘anticipates’, ‘estimates’, ‘expects’,
‘targets’, ‘should’, ‘intends’, ‘aims’, ‘projects’, ‘plans’, ‘potential’,
‘will’, ‘would’, ‘could’, ‘considered’, ‘likely’, ‘may’, ‘seek’,
‘estimate’, ‘probability’, ‘goal’, ‘objective’, ‘deliver’, ‘endeavour’,
‘prospects’, ‘optimistic’ and similar expressions or variations on these expressions are intended to identify
forward-looking statements. These statements concern or may affect future matters, including but not limited to: projections or expectations
of the Group’s future financial position, including profit attributable to shareholders, provisions, economic profit, dividends,
capital structure, portfolios, net interest margin, capital ratios, liquidity, risk-weighted assets (RWAs), expenditures or any other
financial items or ratios; litigation, regulatory and governmental investigations; the Group’s future financial performance; the
level and extent of future impairments and write-downs; the Group’s ESG targets and/or commitments; statements of plans, objectives
or goals of the Group or its management and other statements that are not historical fact and statements of assumptions underlying such
statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon circumstances
that will or may occur in the future. Factors that could cause actual business, strategy, targets, plans and/or results (including but
not limited to the payment of dividends) to differ materially from forward-looking statements include, but are not limited to: general
economic and business conditions in the UK and internationally (including in relation to tariffs); imposed and threatened tariffs and
changes to global trade policies; acts of hostility or terrorism and responses to those acts, or other such events; geopolitical unpredictability;
the war between Russia and Ukraine; the escalation of conflicts in the Middle East; the tensions between China and Taiwan; political instability
including as a result of any UK general election; market related risks, trends and developments; changes in client and consumer behaviour
and demand; exposure to counterparty risk; the ability to access sufficient sources of capital, liquidity and funding when required; changes
to the Group’s credit ratings; fluctuations in interest rates, inflation, exchange rates, stock markets and currencies; volatility
in credit markets; volatility in the price of the Group’s securities; natural pandemic and other disasters; risks concerning borrower
and counterparty credit quality; risks affecting insurance business and defined benefit pension schemes; changes in laws, regulations,
practices and accounting standards or taxation; changes to regulatory capital or liquidity requirements and similar contingencies; the
policies and actions of governmental or regulatory authorities or courts together with any resulting impact on the future structure of
the Group; risks associated with the Group’s compliance with a wide range of laws and regulations; assessment related to resolution
planning requirements; risks related to regulatory actions which may be taken in the event of a bank or Group failure; exposure to legal,
regulatory or competition proceedings, investigations or complaints; failure to comply with anti-money laundering, counter terrorist financing,
anti-bribery and sanctions regulations; failure to prevent or detect any illegal or improper activities; operational risks including risks
as a result of the failure of third party suppliers; conduct risk; risks related to new and emerging technologies, including artificial
intelligence; technological changes and risks to the security of IT and operational infrastructure, systems, data and information resulting
from increased threat of cyber and other attacks; technological failure; inadequate or failed internal or external processes or systems;
risks relating to ESG matters, such as climate change (and achieving climate change ambitions) and decarbonisation, including the Group’s
ability along with the government and other stakeholders to measure, manage and mitigate the impacts of climate change effectively, and
human rights issues; the impact of competitive conditions; failure to attract, retain and develop high calibre talent; the ability to
achieve strategic objectives; the ability to derive cost savings and other benefits including, but without limitation, as a result of
any acquisitions, disposals and other strategic transactions; inability to capture accurately the expected value from acquisitions; assumptions
and estimates that form the basis of the Group’s financial statements; and potential changes in dividend policy. A number of these
influences and factors are beyond the Group’s control. Please refer to the latest Annual Report on Form 20-F filed by Lloyds Banking
Group plc with the US Securities and Exchange Commission (the SEC), which is available on the SEC’s website at www.sec.gov, for
a discussion of certain factors and risks. Lloyds Banking Group plc may also make or disclose written and/or oral forward-looking statements
in other written materials and in oral statements made by the directors, officers or employees of Lloyds Banking Group plc to third parties,
including financial analysts. Except as required by any applicable law or regulation, the forward-looking statements contained in this
document are made as of today’s date, and the Group expressly disclaims any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements contained in this document whether as a result of new information, future events or otherwise.
The information, statements and opinions contained in this document do not constitute a public offer under any applicable law or an offer
to sell any securities or financial instruments or any advice or recommendation with respect to such securities or financial instruments.
