SEC Form FWP filed by Barclays PLC

Free Writing Prospectus

Filed pursuant to Rule 433

Registration Statement No. 333-277578

Issuer:

Barclays PLC (the “Issuer”)

Notes:

$500,000,000 Floating Rate Senior Callable Notes due 2029 (the “floating rate notes”)

Expected Issue Ratings¹:

Baa1 (Moody’s) / BBB+ (S&P) / A (Fitch)

Status:

Senior Debt / Unsecured

Legal Format:

SEC registered

Principal Amount:

$500,000,000

Trade Date:

August 4, 2025

Settlement Date:

August 11, 2025 (T+5) (the “Issue Date”)

Maturity Date:

November 11, 2029 (the “Floating Rate Notes Maturity Date”)

Interest Rate:

From (and including) the Issue Date, the applicable per annum interest rate will be equal to the Benchmark (as defined below, such term subject to the provisions described under “Description of Senior Notes” in the Preliminary Prospectus Supplement) as determined on the applicable Interest Determination Date (as defined below), plus the Floating Rate Notes Margin (as defined below) (the “Floating Rate Notes Interest Rate”). The Floating Rate Notes Interest Rate will be calculated quarterly on each Interest Determination Date.

Interest Periods:

Each interest period on the floating rate notes will begin on (and include) a Floating Rate Notes Interest Payment Date (as defined below) and end on (but exclude) the next succeeding Floating Rate Notes Interest Payment Date (each, a “Floating Rate Notes Interest Period”); provided that the first Floating Rate Notes Interest Period will begin on (and include) the Issue Date and will end on (but exclude) the first Floating Rate Notes Interest Payment Date.

Par Redemption Date:

November 11, 2028 (the “Floating Rate Notes Par Redemption Date”)

Interest Payment Dates:

Interest will be payable quarterly in arrear on February 11, May 11, August 11 and November 11 each year (each, a “Floating Rate Notes Interest Payment Date”), commencing on November 11, 2025 and ending on the Floating Rate Notes Maturity Date.

Interest Determination Dates:

The second USGS Business Day preceding the applicable Floating Rate Notes Interest Payment Date (each, an “Interest Determination Date”).

Benchmark:

Compounded Daily SOFR (calculated as described under “Description of Senior Notes—Calculation of the Benchmark” in the Preliminary Prospectus Supplement), subject to the Benchmark Transition Provisions.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Day Count:

Actual/360, Modified Following, Adjusted.

Business Days:

Any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, England or in the City of New York, United States.

Preliminary Prospectus Supplement:

Preliminary Prospectus Supplement dated August 4, 2025 (the “Preliminary Prospectus Supplement,” incorporating the Prospectus dated March 1, 2024 relating to the floating rate notes (the “Base Prospectus”)). If there is any discrepancy or contradiction between this Pricing Term Sheet and the Preliminary Prospectus Supplement, this Pricing Term Sheet shall prevail.

U.K. Bail-in Power Acknowledgement:

Yes. See the section entitled “Description of Senior Notes—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the Preliminary Prospectus Supplement and “Description of Debt Securities—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the Base Prospectus.

Ranking:

The ranking of the floating rate notes is described under “Description of Senior Notes—Ranking” in the Preliminary Prospectus Supplement.

Optional Redemption:

The Issuer may, at its option, redeem the floating rate notes then outstanding, in whole but not in part, on the Floating Rate Notes Par Redemption Date, at an amount equal to 100% of their principal amount together with accrued but unpaid interest, if any, on the principal amount of the floating rate notes to be redeemed to (but excluding) the redemption date, on the terms and subject to the provisions set forth in the Preliminary Prospectus Supplement under “Description of Senior Notes—Optional Redemption.”

Tax Redemption:

The floating rate notes are also redeemable as described under “Description of Senior Notes—Tax Redemption” in the Preliminary Prospectus Supplement.

Loss Absorption Disqualification Event Redemption:

The floating rate notes are also redeemable as described under “Description of Senior Notes—Loss Absorption Disqualification Event Redemption” in the Preliminary Prospectus Supplement.

Margin:

108 bps (the “Floating Rate Notes Margin”)

Price to Public:

100.000%

Underwriting Discount:

0.250%

Net Proceeds:

$498,750,000

Sole Bookrunner:

Barclays Capital Inc.

Senior Co-Managers:

Capital One Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc., UBS Securities LLC, U.S. Bancorp Investments, Inc.

Co-Managers:

AmeriVet Securities, Inc., Australia and New Zealand Banking Group Limited, Banco de Sabadell, S.A., Bancroft Capital LLC, CastleOak Securities, L.P., DZ Financial Markets LLC, MFR Securities, Inc., Rabo Securities USA, Inc., SEB Securities, Inc.

Risk Factors:

An investment in the floating rate notes involves risks. See “Risk Factors” section beginning on page S-25 of the Preliminary Prospectus Supplement.

Denominations:

$200,000 and integral multiples of $1,000 in excess thereof.

ISIN/CUSIP:

US06738EDF97/06738E DF9

Legal Entity Identifier (“LEI”) Code:

213800LBQA1Y9L22JB70

Settlement:

The Depository Trust Company; Book-entry; Transferable

Documentation:

To be documented under the Issuer’s shelf registration statement on Form F-3 (No. 333-277578) and to be issued pursuant to the Senior Debt Securities Indenture dated January 17, 2018 (as heretofore supplemented and amended), between the Issuer and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as amended and supplemented by the Twentieth Supplemental Indenture, to be entered into on or about the Issue Date, between the Issuer, the Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as senior debt security registrar.

Listing:

We will apply to list the floating rate notes on the New York Stock Exchange.

Calculation Agent:

The Bank of New York Mellon, New York, or its successor appointed by the Issuer.

Governing Law:

New York law, except for the waiver of set-off provisions which will be governed by English law.

Definitions:

Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus Supplement.