Form 6-K Lloyds Banking Group For: Jul 30
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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
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