BCS Barclays PLC

Issuer:

Barclays PLC (the “Issuer”)

Notes:

$1,450,000,000 6.496% Fixed-to-Floating Rate Senior Callable Notes due 2027 (the “2027 notes”)

Expected Issue Ratings¹:

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

Status:

Senior Debt / Unsecured

Legal Format:

SEC registered

Principal Amount:

$1,450,000,000

Trade Date:

September 6, 2023

Settlement Date:

September 13, 2023 (T+5) (the “Issue Date”)

Maturity Date:

September 13, 2027 (the “2027 Notes Maturity Date”)

Fixed Rate Period Coupon:

From (and including) the Issue Date to (but excluding) the 2027 Notes Par Redemption Date (as defined below) (the “2027 Notes Fixed Rate Period”), the 2027 notes will bear interest at a rate of 6.496% per annum.

Floating Rate Period Coupon:

From (and including) the 2027 Notes Par Redemption Date to (but excluding) the 2027 Notes Maturity Date (the “2027 Notes Floating Rate Period”), 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 2027 Notes Margin (as defined below) (the “2027 Notes Floating Interest Rate”). The 2027 Notes Floating Interest Rate will be calculated quarterly on each Interest Determination Date.

During the 2027 Notes Floating Rate Period, each interest period on the 2027 notes will begin on (and include) a 2027 Notes Floating Rate Period Interest Payment Date (as defined below) and end on (but exclude) the next succeeding 2027 Notes Floating Rate Period Interest Payment Date (each, a “2027 Notes Floating Rate Interest Period”); provided that the first 2027 Notes Floating Rate Interest Period will begin on (and include) the 2027 Notes Par Redemption Date and will end on (but exclude) the first 2027 Notes Floating Rate Period Interest Payment Date.

Par Redemption Date:

September 13, 2026 (the “2027 Notes Par Redemption Date”)

Fixed Rate Period Interest Payment Dates:

During the 2027 Notes Fixed Rate Period, interest will be payable semi-annually in arrear on March 13 and September 13 in each year, from (and including) March 13, 2024 up to (and including) the 2027 Notes Par Redemption Date.

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.

Floating Rate Period Interest Payment Dates:

During the 2027 Notes Floating Rate Period, interest will be payable quarterly in arrear on December 13, 2026, March 13, 2027, June 13, 2027, and the 2027 Notes Maturity Date (each, a “2027 Notes Floating Rate Period Interest Payment Date”).

Interest Determination Dates:

The second USGS Business Day preceding the applicable Floating Rate Period 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.

Day Count:

30/360, Following, Unadjusted, for the 2027 Notes Fixed Rate Period.

Actual/360, Modified Following, Adjusted, for the 2027 Notes Floating Rate Period.

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 September 6, 2023 (the “Preliminary Prospectus Supplement,” incorporating the Prospectus dated March 1, 2021 relating to the 2027 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 2027 notes is described under “Description of Senior Notes—Ranking” in the Preliminary Prospectus Supplement.

Optional Redemption:

The Issuer may, at its option, redeem (i) the 2027 notes in whole or in part, pursuant to the 2027 Notes Make-Whole Redemption at any time on or after March 13, 2024 to (but excluding) September 13, 2026 (the “2027 Notes Par Redemption Date”); and/or (ii) the 2027 notes then outstanding, in whole but not in part, on the 2027 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 2027 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.”

For purposes of the 2027 Notes Make-Whole Redemption, the 2027 Notes Discount Factor is 30 bps.

Tax Redemption:

The 2027 notes are also redeemable as described under “Description of Senior Notes—Tax Redemption” in the Preliminary Prospectus Supplement.

Loss Absorption Disqualification Event Redemption:

The 2027 notes are also redeemable as described under “Description of Senior Notes—Loss Absorption Disqualification Event Redemption” in the Preliminary Prospectus Supplement.

Margin:

188 bps (the “2027 Notes Margin”)

Benchmark Treasury:

UST 4.375% due August 15, 2026

Spread to Benchmark Treasury:

175 bps

Reoffer Yield:

6.496%

Price to Public:

100.000%

Underwriting Discount:

0.250%

Net Proceeds:

$1,446,375,000

Sole Bookrunner:

Barclays Capital Inc.

Senior Co-Managers:

BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., DZ Financial Markets LLC, Intesa Sanpaolo IMI Securities Corp., J.P. Morgan Securities LLC, Rabo Securities USA, Inc., Scotia Capital (USA) Inc., UBS Securities LLC

Co-Managers:

American Veterans Group, PBC, Bank of China Limited, London Branch, Cabrera Capital Markets LLC, Drexel Hamilton, LLC, Mischler Financial Group, Inc., Roberts & Ryan, Inc., Swedbank AB (publ), Truist Securities, Inc.

Risk Factors:

An investment in the 2027 notes involves risks. See “Risk Factors” section beginning on page S-26 of the Preliminary Prospectus Supplement.

Denominations:

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

ISIN/CUSIP:

US06738ECJ29/06738E CJ2

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. 333-253693) and to be issued pursuant to the Senior Debt Securities Indenture dated January 17, 2018 (as heretofore amended and supplemented), between the Issuer and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as amended and supplemented by the Fifteenth 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 2027 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.