As filed with the Securities and Exchange Commission on 13 February 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 31 December 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-15246
Lloyds Banking Group plc
(previously Lloyds TSB Group plc)
(Exact name of Registrant as specified in its charter)
Scotland
(Jurisdiction of incorporation or organization)
33 Old Broad Street
London EC2N 1HZ
United Kingdom
(Address of principal executive offices)
Kate Cheetham, Company Secretary
Tel +44 (0) 20 7356 2104, Fax +44 (0) 20 7356 1808
33 Old Broad Street
London EC2N 1HZ
United Kingdom
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class | Trading symbol(s) | Name of each exchange on which registered
Ordinary shares of nominal value 10 pence each, represented by American Depositary Shares ............. |  | The New York Stock Exchange
$1,500,000,000 4.344% Subordinated Securities due in 2048 ...................................................................... | LYG48A | The New York Stock Exchange
$1,175,176,000 3.369% Subordinated Notes due 2046 ...................................................................................... | LYG46 | The New York Stock Exchange
$824,033,000 5.300% Subordinated Securities due 2045 .............................................................................. | LYG45 | The New York Stock Exchange
$1,250,000,000 4.943% Senior Callable Fixed-to-Fixed Rate Notes due 2036 .......................................... | LYG36A | The New York Stock Exchange
$1,250,000,000 6.068% Fixed Rate Reset Dated Subordinated Tier 2 Notes due 2036 .......................... | LYG36 | The New York Stock Exchange
$1,000,000,000 5.590% Senior Callable Fixed-to-Fixed Rate Notes due 2035 ......................................... | LYG35A | The New York Stock Exchange
$2,000,000,000 5.679% Senior Callable Fixed-to-Fixed Rate Notes due 2035 ......................................... | LYG35 | The New York Stock Exchange
$1,000,000.000 7.953% Fixed Rate Reset Subordinated Debt Securities due 2033 ................................. | LYG33A | The New York Stock Exchange
$1,250,000,000 4.976% Senior Callable Fixed-to-Fixed Rate Notes due 2033 .......................................... | LYG33 | The New York Stock Exchange
$300,000,000 Senior Callable Floating Rate Notes due 2031 ........................................................................ | LYG31B | The New York Stock Exchange
$1,500,000,000 4.425% Senior Callable Fixed-to-Fixed Rate Notes due 2031 ........................................... | LYG31A | The New York Stock Exchange
£500,000,000 1.985% Subordinated Notes due 2031 ....................................................................................... | LYG31 | The New York Stock Exchange
$1,500,000,000 5.721% Senior Callable Fixed-to-Fixed Rate Notes due 2030 ........................................... | LYG30 | The New York Stock Exchange
$500,000,000 Senior Callable Floating Rate Notes due 2029 ........................................................................ | LYG29B | The New York Stock Exchange
$1,250,000,000 4.818% Senior Callable Fixed-to-Fixed Rate Notes due 2029 ........................................... | LYG29A | The New York Stock Exchange
$1,250,000,000 5.871% Senior Callable Fixed-to-Fixed Rate Notes due 2029 ........................................... | LYG29 | The New York Stock Exchange
$750,000,000 Senior Callable Floating Rate Notes due 2028 ........................................................................ | LYG28H | The New York Stock Exchange
$1,250,000,000 5.087% Senior Callable Fixed-to-Fixed Rate Notes due 2028 .......................................... | LYG28G | The New York Stock Exchange
$300,000,000 Senior Callable Floating Rate Notes due 2028 ....................................................................... | LYG28F | The New York Stock Exchange
$1,500,000,000 5.462% Senior Callable Fixed-to-Fixed Rate Notes due 2028 .......................................... | LYG28E | The New York Stock Exchange
$1,000,000,000 3.750% Senior Callable Fixed-to-Fixed Rate Notes due 2028 .......................................... | LYG28D | The New York Stock Exchange
$1,250,000,000 4.550% Senior Notes due 2028 ................................................................................................ | LYG28C | The New York Stock Exchange
$1,500,000,000 4.375% Senior Notes due 2028 ................................................................................................ | LYG28B | The New York Stock Exchange
$1,750,000,000 3.574% Senior Notes due in 2028 (callable in 2027) ............................................................ | LYG28A | The New York Stock Exchange
$500,000,000 Senior Callable Floating Rate Notes due 2027 ........................................................................ | LYB27C | The New York Stock Exchange
$1,500,000,000 5.985% Senior Callable Fixed-to-Fixed Rate Notes due 2027 .......................................... | LYG27B | The New York Stock Exchange
$1,000,000,000 1.627% Senior Notes due 2027 .................................................................................................. | LYG27A | The New York Stock Exchange
$1,250,000,000 3.750% Senior Notes due 2027 ................................................................................................. | LYG27 | The New York Stock Exchange
$1,500,000,000 4.650% Subordinated Securities due 2026 ........................................................................... | LYG26 | The New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
6.625% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (Callable September 27, 2035 and every
five years thereafter)
7.500% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (Callable June 27, 2030 and every five
years thereafter)
6.750% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (Callable September 27, 2031 and every
five years thereafter)
8.000% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (Callable September 27, 2029 and on any
day until the First Reset Date on March 27, 2030 and on any day in the period six months before any subsequent Reset Date)
8.500% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (Callable March 27, 2028 and on any day
until the First Reset Date on September 27, 2028 and on any day in the period six months before any subsequent Reset Date)
8.500% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (Callable September 27, 2027 and on any
day until the First Reset Date on March 27, 2028 and on any day in the period six months before any subsequent Reset Date)
7.500% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities
6.750% Callable Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities
The number of outstanding shares of each of Lloyds Banking Group plc’s classes of capital or common stock as of 31 December 2025 was:

Ordinary shares, nominal value 10 pence each ......................................................................................................................................................................... | 58,885,743,602
Preference shares, nominal value 25 pence each ..................................................................................................................................................................... | 296,140,832
Preference shares, nominal value 25 cents each ...................................................................................................................................................................... | 86,617

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See the definitions of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer ☒ Accelerated filer ☐ Non-Accelerated filer ☐ Emerging Growth Company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ U.S. GAAP
☒ International Financial Reporting Standards as issued by the International Accounting Standards Board
☐ Other
If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐

Table of contents

Introduction ........................................................................................................................................................................................................................................... | 1
Forward-looking statements ............................................................................................................................................................................................................. | 2
Enforceability of civil liabilities ......................................................................................................................................................................................................... | 2
Part I ......................................................................................................................................................................................................................................................... | 3
| Item 1. | Identity of Directors, Senior Management and Advisers ............................................................................................................................. | 3
| Item 2. | Offer Statistics and Expected Timetable ......................................................................................................................................................... | 3
| Item 3. | Key Information ....................................................................................................................................................................................................... | 3
| Item 4. | Information on the Company .............................................................................................................................................................................. | 4
| Item 4A. | Unresolved Staff Comments ................................................................................................................................................................................ | 10
| Item 5. | Operating and Financial Review and Prospects ............................................................................................................................................. | 11
| Item 6. | Directors, Senior Management and Employees .............................................................................................................................................. | 23
| Item 7. | Major Shareholders and Related Party Transactions .................................................................................................................................... | 25
| Item 8. | Financial Information ............................................................................................................................................................................................. | 25
| Item 9. | The Offer and Listing ............................................................................................................................................................................................. | 26
| Item 10. | Additional Information .......................................................................................................................................................................................... | 26
| Item 11. | Qualitative and Quantitative Disclosures About Market Risk ................................................................................................................... | 28
| Item 12. | Description of Securities Other than Equity Securities ................................................................................................................................ | 29
Part II ....................................................................................................................................................................................................................................................... | 29
| Item 13. | Defaults, Dividend Arrearages and Delinquencies ......................................................................................................................................... | 29
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds .................................................................................... | 29
| Item 15. | Controls and Procedures ....................................................................................................................................................................................... | 30
| Item 16. | [Reserved] .................................................................................................................................................................................................................. | 32
| Item 16A. | Audit Committee Financial Expert .................................................................................................................................................................... | 32
| Item 16B. | Code of Ethics .......................................................................................................................................................................................................... | 32
| Item 16C. | Principal Accountant Fees and Services ........................................................................................................................................................... | 32
| Item 16D. | Exemptions from the Listing Standards for Audit Committees ................................................................................................................. | 32
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers ................................................................................................... | 32
| Item 16F. | Change in Registrant’s Certifying Accountant ................................................................................................................................................ | 32
| Item 16G. | Corporate Governance .......................................................................................................................................................................................... | 32
| Item 16H. | Mine Safety Disclosure ........................................................................................................................................................................................... | 32
| Item 16I. | Disclosures Regarding Foreign Jurisdictions that Prevent Inspections ..................................................................................................... | 32
| Item 16J. | Insider Trading Policies .......................................................................................................................................................................................... | 33
| Item 16K. | Cybersecurity ............................................................................................................................................................................................................ | 33
Part III ...................................................................................................................................................................................................................................................... | 33
| Item 17. | Financial Statements ............................................................................................................................................................................................. | 33
| Item 18. | Financial Statements ............................................................................................................................................................................................. | 33
| Item 19. | Exhibits ...................................................................................................................................................................................................................... | 41

1 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Introduction
In this annual report on Form 20-F (the “Annual Report on Form 20-F”), references to the “Company” are to Lloyds Banking Group plc;
references to “Lloyds Banking Group”, “Lloyds” or the “Group” are to Lloyds Banking Group plc and its subsidiary and associated undertakings;
and references to “Lloyds Bank” are to Lloyds Bank plc. References to the “Financial Conduct Authority” or “FCA” and to the “Prudential
Regulation Authority” or “PRA” are to the United Kingdom (the UK) Financial Conduct Authority and the UK Prudential Regulation Authority.
Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, certain information required to be included in this Annual
Report on Form 20-F is being incorporated by reference from the Company’s statutory annual report for the year ended 31 December 2025,
including the consolidated financial statements of the Group included therein (the “Annual Report 2025”) as specified in this Annual Report on
Form 20-F. References to the “consolidated financial statements” or “financial statements” are to Lloyds Banking Group’s consolidated financial
statements incorporated by reference in this Annual Report on Form 20-F. Therefore, the information in this Annual Report on Form 20-F
should be read in conjunction with the Annual Report 2025, to the extent specified (see Exhibit 15.1). Any cross-references contained within
pages or sections that are incorporated by reference from the Annual Report 2025 are not also deemed incorporated by reference unless
indicated otherwise. With the exception of the items and pages so specified, the Annual Report 2025 is not being, and shall not be deemed to
be, filed as part of this Annual Report on Form 20-F.
The Group’s consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the
International Accounting Standards Board (IASB). Certain disclosures required by IFRS Accounting Standards have been included in sections
highlighted as “Audited” within Item 5 “Operating and Financial Review and Prospects” of this Annual Report on Form 20-F on pages 11 to 23.
Disclosures marked as audited indicate that they are within the scope of the audit of the financial statements taken as a whole; these
disclosures are not subject to a separate opinion.
The Group publishes its consolidated financial statements expressed in British pounds (“pounds Sterling”, “Sterling” or “£”), the lawful currency
of the UK. In this Annual Report on Form 20-F, references to “pence” and “p” are to one-hundredth of one pound Sterling; references to “US
Dollars”, “US$” or “$” are to the lawful currency of the United States; references to “cent” or “c” are to one-hundredth of one US Dollar;
references to “Euro” or “€” are to the lawful currency of the member states of the European Union (the “EU”) that have adopted a single
currency in accordance with the Treaty establishing the European Communities, as amended by the Treaty of European Union; references to
“Euro cent” are to one-hundredth of one Euro; references to “Australian Dollar”, “Australian $” or “A$” are to the lawful currency of Australia;
references to “Singapore Dollar”, “Singapore $” or “S$” are to the lawful currency of Singapore; and references to “Japanese Yen”, “Japanese ¥”
or “¥” are to the lawful currency of Japan. Solely for the convenience of the reader, this Annual Report on Form 20-F contains translations of
certain pounds Sterling amounts into US Dollars at specified rates. These translations should not be construed as representations by the Group
that the pounds Sterling amounts actually represent such US Dollar amounts or could be converted into US Dollars at the rate indicated or at
any other rate. Unless otherwise stated, the translations of pounds Sterling into US Dollars have been made at the Noon Buying Rate in New
York City for cable transfers in pounds Sterling as certified for customs purposes by the Federal Reserve Bank of New York (the Noon Buying
Rate) in effect on 31 December 2025. The Noon Buying Rate on 31 December 2025 differs from certain of the actual rates used in the
preparation of the consolidated financial statements, which are expressed in pounds Sterling, and therefore US Dollar amounts appearing in this
Annual Report on Form 20-F may differ significantly from actual US Dollar amounts which were translated into pounds Sterling in the
preparation of the consolidated financial statements in accordance with IFRS Accounting Standards.

2 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

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.
For additional information about factors that could cause Group’s results to differ materially from those described in the forward-looking
statements, please see the Risk Factors for 2025 filed by the Company with the SEC on Form 6-K on 29 January 2026 (the “6-K Risk Factors”)
incorporated by reference in this Annual Report on Form 20-F (see Exhibit 15.2).
Enforceability of civil liabilities
The Company is a public limited company incorporated under the laws of Scotland. Most of the Company’s directors and executive officers and
certain of the experts named herein are residents of the UK. A substantial portion of the assets of the Company, its subsidiaries and such
persons, are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United
States upon all such persons or to enforce against them in US courts judgments obtained in such courts, including those predicated upon the
civil liability provisions of the federal securities laws of the United States. Furthermore, the Company has been advised by its solicitors that
there is doubt as to the enforceability in the UK, in original actions or in actions for enforcement of judgments of US courts, of certain civil
liabilities, including those predicated solely upon the federal securities laws of the United States.

3 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A.[Reserved]
B.Capitalization and indebtedness
Not applicable.
C.Reason for the offer and use of proceeds
Not applicable.
D.Risk factors
Set out below is a summary of certain risk factors which could affect the Company’s and the Group’s future results and prospects and may
cause them to differ from expected results materially. The factors listed below should not be regarded as a complete and comprehensive
statement of all potential risks and uncertainties that the Group’s businesses face.
Economic and financial risks
1.The Group’s businesses are subject to inherent and indirect risks arising from general macroeconomic conditions in the UK in particular,
but also in the Eurozone, the US, Asia and globally
2.The Group’s businesses are subject to inherent and perceived risks concerning liquidity and funding, particularly if the availability of
traditional sources of funding such as retail deposits or access to wholesale funding markets becomes more limited
3.A reduction in the Group’s credit rating(s) could materially adversely affect the Group’s results of operations, financial condition or
prospects
4.The Group’s businesses are inherently subject to the risk of market fluctuations, which could have a material adverse effect on the results
of operations, financial condition or prospects of the Group
5.Market conditions have resulted, and are expected to result in the future, in material changes to the estimated fair values of financial
assets of the Group, including negative fair value adjustments
6.The Group’s businesses are subject to inherent risks concerning borrower and counterparty credit quality which have affected and may
adversely impact the recoverability and value of assets on the Group’s balance sheet
7.The Group’s insurance business and defined benefit pension schemes are subject to insurance and market risks
8.The Group may be required to record Credit Value Adjustments, Funding Value Adjustments and Debit Value Adjustments on its
derivative portfolio, which could have a material adverse effect on its results of operations, financial condition or prospects
Regulatory and legal risks
1.The Group and its businesses are subject to substantial regulation and oversight. Adverse legal or regulatory developments could have a
material adverse effect on the Group’s business, results of operations, financial condition or prospects
2.The financial impact of legal or other proceedings and regulatory risks may be material and is difficult to quantify. Amounts eventually
paid may materially exceed the amount of provisions set aside to cover such risks, or existing provisions may need to be materially
increased in response to changing circumstances
3.The Group faces risks associated with its compliance with a wide range of laws and regulations
4.The Group is subject to the risk of having insufficient capital resources and/or not meeting liquidity requirements
5.The Group must comply with anti-money laundering, counter terrorist financing, anti-bribery, fraud and sanctions regulations
6.The Group is subject to resolution planning requirements
7.The Group is subject to regulatory actions which may be taken in the event of a bank or Group failure
8.Failure to manage the risks associated with changes in taxation rates or applicable tax laws, or misinterpretation of such tax laws, could
materially adversely affect the Group’s results of operations, financial condition or prospects

4 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Business and operational risks
1.The Group is exposed to operational risks, including the failure to build sufficient resilience into business operations, and underlying
infrastructure and controls, as well as risks which may arise as a result of the failure of third party services
2.The Group is exposed to conduct risk
3.The Group’s business is subject to risks related to new and emerging technologies
4.The Group’s business is subject to risks related to cybercrime and technological failure
5.The Group is subject to the financial and non-financial risks related with ESG matters, for example, climate change and human rights
issues
6.The Group’s businesses are conducted in competitive environments, which are subject to ongoing regulatory scrutiny, and the Group’s
financial performance depends upon management’s ability to respond effectively to competitive pressures and any regulatory
developments
7.The Group could fail to attract, retain and develop high calibre talent
8.The Group may fail to execute its ongoing strategic change initiatives, and the expected benefits of such initiatives may not be achieved
on time or as planned
9.The Group may be unable to fully capture the expected value from acquisitions, which could materially and adversely affect its results of
operations, financial condition or prospects
10.The Group’s financial statements are based, in part, on assumptions and estimates
11.The Company may not have sufficient liquidity to meet its obligations, including its payment obligations with respect to its external debt
securities
12.The Company may not pay a dividend on its ordinary shares in any given financial/calendar year
13.Volatility in the price of the Company’s ordinary shares may affect the value of any investment in the Company
Reference is made to the 6-K Risk Factors for a description of the above risk factors which could affect the Group’s future results and may
cause them to differ from expected results materially. The factors discussed therein should not be regarded as a complete and comprehensive
statement of all potential risks and uncertainties that the Group’s businesses face. The 6-K Risk Factors should be read in conjunction with the
more detailed information contained in this Annual Report on Form 20-F, including as set forth in Item 4 - “Information on the Company” and
Item 5 - “Operating and Financial Review and Prospects”. For information on the Group’s risk management policies and procedures, see the
section titled “Risk Management” under Item 5 - “Operating and Financial Review and Prospects”.
Item 4. Information on the Company
A.History and development of the company
Lloyds Banking Group plc was incorporated as a public limited company and registered in Scotland under the UK Companies Act 1985 on
21 October 1985 with the registered number SC095000. Lloyds Banking Group plc’s registered office is Lloyds Banking Group plc, The Mound,
Edinburgh EH1 1YZ, Scotland, and its principal executive offices in the UK are located at Lloyds Banking Group plc, 33 Old Broad Street, London
EC2N 1HZ, telephone number +44 (0)20 7626 1500. Lloyds Banking Group maintains a website at www.lloydsbankinggroup.com.
The Group's origins date back to the 18th century with Taylors and Lloyds in Birmingham. Lloyds Bank plc was incorporated in 1865 and grew
through a number of mergers and acquisitions. In 1995, it acquired the Cheltenham and Gloucester Building Society.
TSB Group plc was formed in 1986 from the operations of four Trustee Savings Banks. By 1995, TSB had expanded into insurance, investment
management, and vehicle leasing. In 1995, TSB merged with Lloyds Bank plc to form Lloyds TSB Group plc.
In 2000, Lloyds TSB acquired Scottish Widows, enhancing its position in long-term savings and protection products. HBOS Group was created
in 2001 by merging Halifax plc and Bank of Scotland. On 18 September 2008, Lloyds TSB Group plc agreed to acquire HBOS plc, completing the
acquisition on 16 January 2009 and renaming itself Lloyds Banking Group plc.
Where you can find more information
The SEC maintains a website at www.sec.gov which contains, in electronic form, each of the reports and other information that the Group has
filed electronically with the SEC.
References herein to Lloyds Banking Group websites are textual references only and information on or accessible through such websites does
not form part of and is not incorporated into this Form 20-F.
B.Business overview
Lloyds Banking Group is a leading provider of financial services to individual and business customers in the UK. At 31 December 2025, Lloyds
Banking Group’s total assets were £944,072 million and Lloyds Banking Group had 60,061 employees (on a full-time equivalent basis). Lloyds
Banking Group’s market capitalisation at that date was £57,849 million. The Group reported a profit before tax for the year ended 31 December
2025 of £6,661 million, and its capital ratios at that date were 14.0% for common equity tier 1 capital, 16.2% for tier 1 capital and 18.9% for total
capital.
Lloyds Banking Group’s main business activities are retail and commercial banking and long-term savings, protection and investment and it
operates primarily in the UK. Services are offered through a number of well recognised brands including Lloyds Bank, Halifax, Bank of Scotland
and Scottish Widows, and through a range of distribution channels including the largest branch network and digital bank in the UK.
Reference is made to the “Consolidated income statement” on page 211 of the Annual Report 2025 for the Group’s income statement for each
of the last two years.
Reference is made to the section titled “Results of operations - 2023” under Item 5.A - “Operating results” on page 12.
Divisional information
The Group’s financial reporting segments are differentiated by the type of products provided and by whether the customers are individuals or
corporate entities. At 31 December 2025, the Group’s three primary operating divisions, which are also its financial reporting segments, were:
Retail; Commercial Banking; and Insurance, Pensions and Investments.
The Group Executive Committee, which is the chief operating decision maker for the Group (as defined by IFRS 8 Operating Segments), reviews
the Group’s internal reporting based around these segments (which reflect the Group’s organisational and management structures) in order to
assess performance and allocate resources; this reporting is on an underlying basis.

5 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
The aggregate total of the underlying basis segmental results constitutes a non-GAAP measure as defined in the SEC’s Regulation G.
Management uses aggregate underlying profit, a non-GAAP measure, as a measure of performance and believes that it provides important
information for investors because it is a comparable representation of the Group’s performance. Profit before tax is the comparable GAAP
measure to aggregate underlying profit. The results of the primary operating divisions are set out on the underlying basis in “Note 4: Segmental
analysis” on pages 228 to 232 of the Annual Report 2025, along with a reconciliation of this non-GAAP measure to its comparable GAAP
measure.
Reference is mad e to “Restructuring, volatility and other items” on page 56 of the Annual Report 2025 for performance commentary on
restructuring costs and market volatility and asset sales.
Reference is also made t o “Volatility arising in the Insurance business” on page 59 of the Annual Report 2025 for information on insurance and
policyholder interests volatility.
Competitive environment
Reference is made to the “Our external environment” section on pages 10 to 13 of the Annual Report 2025 for information on the economy and
competitive environment.
Group structure and ring-fencing governance arrangements
Reference is made to the section titled “Group structure and ring-fencing governance arrangements” on page 73 of the Annual Report 2025.
Average balance sheet and interest income and expense

| 2025 |  | 2024 |  | 2023
| Average balance sheet amount £m | Interest earned £m | Average yield % |  | Average balance sheet amount £m | Interest earned £m | Average yield % |  | Average balance sheet amount £m | Interest earned £m | Average yield %
Assets 1 |  |  |  |  |  |  |  |  |  |  |
Financial assets at amortised cost: |  |  |  |  |  |  |  |  |  |  |
Loans and advances to banks | 70,780 | 2,657 | 3.75 |  | 75,135 | 3,508 | 4.67 |  | 100,631 | 4,172 | 4.15
Loans and advances to customers | 473,647 | 23,756 | 5.02 |  | 456,763 | 23,242 | 5.09 |  | 452,222 | 20,419 | 4.52
Reverse repurchase agreements | 49,058 | 2,336 | 4.76 |  | 48,343 | 2,685 | 5.55 |  | 40,004 | 2,044 | 5.11
Debt securities | 13,712 | 658 | 4.80 |  | 15,251 | 779 | 5.11 |  | 12,433 | 559 | 4.50
Financial assets at fair value through other comprehensive income | 34,522 | 1,342 | 3.89 |  | 29,522 | 1,074 | 3.64 |  | 23,993 | 857 | 3.57
Total average interest-earning assets of banking book | 641,719 | 30,749 | 4.79 |  | 625,014 | 31,288 | 5.01 |  | 629,283 | 28,051 | 4.46
Total average interest-earning financial assets at fair value through profit or loss | 88,475 | 3,685 | 4.17 |  | 84,043 | 3,667 | 4.36 |  | 80,201 | 3,388 | 4.22
Total average interest-earning assets | 730,194 | 34,434 | 4.72 |  | 709,057 | 34,955 | 4.93 |  | 709,484 | 31,439 | 4.43
Allowance for impairment losses on financial assets held at amortised cost | (3,182) |  |  |  | (3,461) |  |  |  | (4,732) |  |
Non-interest earning assets | 202,622 |  |  |  | 190,269 |  |  |  | 174,725 |  |
Total average assets and interest earned | 929,634 | 34,434 | 3.70 |  | 895,865 | 34,955 | 3.90 |  | 879,477 | 31,439 | 3.57
Liabilities and shareholders’ funds 1 |  |  |  |  |  |  |  |  |  |  |
Deposits by banks | 7,355 | 244 | 3.32 |  | 5,833 | 225 | 3.86 |  | 6,376 | 213 | 3.34
Customer deposits | 376,795 | 9,257 | 2.46 |  | 356,294 | 10,132 | 2.84 |  | 342,305 | 7,148 | 2.09
Repurchase agreements at amortised cost | 37,492 | 1,984 | 5.29 |  | 39,391 | 2,392 | 6.07 |  | 43,480 | 2,397 | 5.51
Debt securities in issue at amortised cost 2 | 72,671 | 5,299 | 7.29 |  | 74,171 | 5,493 | 7.41 |  | 79,038 | 4,253 | 5.38
Lease liabilities | 1,136 | 28 | 2.46 |  | 1,490 | 31 | 2.08 |  | 1,486 | 30 | 2.02
Subordinated liabilities | 10,344 | 707 | 6.83 |  | 10,541 | 738 | 7.00 |  | 10,549 | 712 | 6.75
Total average interest-bearing liabilities of banking book | 505,793 | 17,519 | 3.46 |  | 487,720 | 19,011 | 3.90 |  | 483,234 | 14,753 | 3.05
Total average interest-bearing liabilities of trading book | 29,413 | 1,690 | 5.75 |  | 27,232 | 1,700 | 6.24 |  | 23,513 | 1,445 | 6.15
Total average interest-bearing liabilities | 535,206 | 19,209 | 3.59 |  | 514,952 | 20,711 | 4.02 |  | 506,747 | 16,198 | 3.20
Non-interest-bearing customer accounts | 115,585 |  |  |  | 117,139 |  |  |  | 127,683 |  |
Other non-interest-bearing liabilities | 231,633 |  |  |  | 216,300 |  |  |  | 197,431 |  |
Total average non-interest-bearing liabilities | 347,218 |  |  |  | 333,439 |  |  |  | 325,114 |  |
Non-controlling interests, other equity instruments and shareholders’ funds | 47,210 |  |  |  | 47,474 |  |  |  | 47,616 |  |
Total average liabilities, average shareholders’ funds and interest expense | 929,634 | 19,209 | 2.07 |  | 895,865 | 20,711 | 2.31 |  | 879,477 | 16,198 | 1.84

1 The line items below are based on IFRS Accounting Standards terminology and include all major categories of average interest-earning assets and average interest-bearing liabilities.
2 The impact of the Group’s hedging arrangements is included on this line.

6 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued

| 2025 |  | 2024 |  | 2023
Average interest-earning assets and net interest income | Average interest- earning assets £m | Net interest income £m | Net interest yield on interest- earning assets % |  | Average interest- earning assets £m | Net interest income £m | Net interest yield on interest- earning assets % |  | Average interest- earning assets £m | Net interest income £m | Net interest yield on interest- earning assets %
Banking business | 641,719 | 13,230 | 2.06 |  | 625,014 | 12,277 | 1.96 |  | 629,283 | 13,298 | 2.11
Trading securities and other financial assets at fair value through profit or loss | 88,475 | 1,995 | 2.25 |  | 84,043 | 1,967 | 2.34 |  | 80,201 | 1,943 | 2.42
| 730,194 | 15,225 | 2.09 |  | 709,057 | 14,244 | 2.01 |  | 709,484 | 15,241 | 2.15

Average balances are based on monthly averages.
The Group’s operations are predominantly UK-based and as a result an analysis between domestic and foreign operations is not provided.
Changes in net interest income – volume and rate analysis
The following table allocates changes in net interest income between volume, rate and their combined impact for 2025 compared with 2024
and for 2024 compared with 2023.

| 2025 compared with 2024 increase/(decrease) |  | 2024 compared with 2023 increase/(decrease)
| Total change £m | Change in volume £m | Change in rates £m | Change in rates and volume £m |  | Total change £m | Change in volume £m | Change in rates £m | Change in rates and volume £m
Interest income |  |  |  |  |  |  |  |  |
Financial assets at amortised cost: |  |  |  |  |  |  |  |  |
Loans and advances to banks | (851) | (203) | (688) | 40 |  | (664) | (1,057) | 526 | (133)
Loans and advances to customers | 514 | 859 | (333) | (12) |  | 2,823 | 205 | 2,592 | 26
Reverse repurchase agreements | (349) | 40 | (383) | (6) |  | 641 | 426 | 178 | 37
Debt securities | (121) | (79) | (47) | 5 |  | 220 | 127 | 76 | 17
Financial assets at fair value through other comprehensive income | 268 | 182 | 74 | 12 |  | 217 | 197 | 16 | 4
Total banking book interest income | (539) | 799 | (1,377) | 39 |  | 3,237 | (102) | 3,388 | (49)
Total interest income on financial assets at fair value through profit or loss | 18 | 194 | (167) | (9) |  | 279 | 163 | 111 | 5
Total interest income | (521) | 993 | (1,544) | 30 |  | 3,516 | 61 | 3,499 | (44)
Interest expense |  |  |  |  |  |  |  |  |
Deposits by banks | 19 | 59 | (32) | (8) |  | 12 | (18) | 33 | (3)
Customer deposits | (875) | 583 | (1,379) | (79) |  | 2,984 | 292 | 2,586 | 106
Repurchase agreements at amortised cost | (408) | (115) | (308) | 15 |  | (5) | (225) | 243 | (23)
Debt securities in issue at amortised cost | (194) | (111) | (85) | 2 |  | 1,240 | (262) | 1,600 | (98)
Lease liabilities | (3) | (8) | 6 | (1) |  | 1 | – | 1 | –
Subordinated liabilities | (31) | (13) | (18) | – |  | 26 | (1) | 27 | –
Total banking book interest expense | (1,492) | 395 | (1,816) | (71) |  | 4,258 | (214) | 4,490 | (18)
Total interest expense on trading and other liabilities at fair value through profit or loss | (10) | 136 | (135) | (11) |  | 255 | 229 | 22 | 4
Total interest expense | (1,502) | 531 | (1,951) | (82) |  | 4,513 | 15 | 4,512 | (14)

Loan portfolio
Summary of loan loss experience

| 2025 £m | 2024 £m | 2023 £m
Gross loans and advances to banks and customers and reverse repurchase agreements | 542,697 | 520,425 | 503,005
Allowance for impairment losses | 3,012 | 3,192 | 3,725
Ratio of allowance for credit losses to total lending (%) | 0.6 | 0.6 | 0.7

7 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued

| Advances written off, net of recoveries |  | As a percentage of average lending
| 2025 £m |  | 2024 £m |  | 2023 £m |  | 2025 % |  | 2024 % |  | 2023 %
Loans and advances to banks | – |  | – |  | – |  | – |  | – |  | –
Loans and advances to customers | (1,096) |  | (1,029) |  | (1,115) |  | 0.2 |  | 0.2 |  | 0.2
Reverse repurchase agreements | – |  | – |  | – |  | – |  | – |  | –
Total net advances written off | (1,096) |  | (1,029) |  | (1,115) |  | 0.2 |  | 0.2 |  | 0.2

| Allowance for expected credit losses |  | As a percentage of closing lending
| 2025 £m |  | 2024 £m |  | 2023 £m |  | 2025 % |  | 2024 % |  | 2023 %
Loans and advances to banks | 1 |  | 1 |  | 8 |  | – |  | – |  | 0.1
Loans and advances to customers | 3,011 |  | 3,191 |  | 3,717 |  | 0.6 |  | 0.7 |  | 0.8
Reverse repurchase agreements | – |  | – |  | – |  | – |  | – |  | –
At 31 December | 3,012 |  | 3,192 |  | 3,725 |  | 0.6 |  | 0.6 |  | 0.7

Investment portfolio, maturities, deposits
Maturities and weighted average yields of interest-bearing securities
Financial assets at fair value through other comprehensive income and debt securities held at amortised cost
The weighted average yield for each range of maturities is calculated by dividing the annualised interest income prevailing at 31 December 2025
by the book value of securities held at that date.

| Maturing within one year |  | Maturing after one but within five years |  | Maturing after five but within ten years |  | Maturing after ten years
| Amount £m | Average yield % |  | Amount £m | Average yield % |  | Amount £m | Average yield % |  | Amount £m | Average yield %
Financial assets at fair value through other comprehensive income | 2,281 | 4.7 |  | 16,984 | 3.3 |  | 14,053 | 2.7 |  | 2,951 | 2.6
Debt securities held at amortised cost | 2,962 | 3.3 |  | 3,956 | 4.1 |  | 4,383 | 4.1 |  | 2,691 | 2.3

Maturity analysis and interest rate sensitivity of loans and advances to banks and customers and reverse repurchase agreements
The following table analyses the maturity profile and interest rate sensitivity of loans by type on a contractual repayment basis at 31 December
2025. All amounts are before deduction of impairment allowances. Demand loans and overdrafts are included in the ‘maturing in one year or
less’ category.

| Maturing in one year or less £m |  | Maturing after one but within five years £m |  | Maturing after five but within fifteen years £m |  | Maturing after fifteen years £m |  | Total £m
Loans and advances to banks | 5,521 |  | 1,709 |  | 7 |  | – |  | 7,237
Loans and advances to customers | 74,703 |  | 107,718 |  | 141,523 |  | 160,530 |  | 484,474
Reverse repurchase agreements | 40,608 |  | 10,378 |  | – |  | – |  | 50,986
Total loans | 120,832 |  | 119,805 |  | 141,530 |  | 160,530 |  | 542,697
Of which: |  |  |  |  |  |  |  |  |
Fixed interest rate | 67,696 |  | 72,964 |  | 121,304 |  | 135,006 |  | 396,970
Variable interest rate | 53,136 |  | 46,841 |  | 20,226 |  | 25,524 |  | 145,727
| 120,832 |  | 119,805 |  | 141,530 |  | 160,530 |  | 542,697

Deposits
The following tables show the details of the Group’s average customer deposits in each of the past three years.

| 2025 |  | 2024 |  | 2023
| Closing balance £m | Average balance £m | Average rate % |  | Closing balance £m | Average balance £m | Average rate % |  | Closing balance £m | Average balance £m | Average rate %
Non-interest bearing demand deposits | 115,301 | 115,585 | – |  | 115,580 | 117,139 | – |  | 120,990 | 127,683 | –
Interest-bearing demand deposits | 260,408 | 257,144 | 2.04 |  | 250,967 | 253,033 | 2.83 |  | 251,411 | 254,426 | 2.14
Other deposits | 120,748 | 119,651 | 3.35 |  | 116,198 | 103,261 | 2.89 |  | 98,995 | 87,879 | 1.95
Total customer deposits | 496,457 | 492,380 | 1.88 |  | 482,745 | 473,433 | 2.14 |  | 471,396 | 469,988 | 1.52

8 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Uninsured deposits
The following table gives details of Lloyds Banking Group’s customer deposits which were not covered by any deposit protection scheme by
time remaining to maturity.

| 3 months or less £m | Over 3 months but within 6 months £m | Over 6 months but within 12 months £m | Over 12 months £m | Total £m
At 31 December 2025 | 182,289 | 7,921 | 8,273 | 4,825 | 203,308
At 31 December 2024 | 181,196 | 8,490 | 17,119 | 4,607 | 211,412

Total uninsured customer deposits have been calculated as the aggregate carrying value of the Group’s customer deposits less the insured
deposit amounts as determined for regulatory purposes by the Group’s licensed deposit-takers, being those deposits eligible for immediate
protection under deposit protection schemes (principally the Financial Services Compensation Scheme in the UK).
The maturity analysis for uninsured deposits has been estimated using the weighted-average maturity profile of the total customer deposits of
each of the Group’s licensed deposit-takers.
Recent developments
Share buyback
On 30 January 2026, the Group announced the launch of an ordinary share buyback of up to £1.75 billion, which is expected to be completed,
subject to continued authority from the PRA, by 31 December 2026.
Regulation
The below sets out a brief description of the Group’s primary regulators but does not include a description of all the regulations the Group may
be subject to.
Approach of the Financial Conduct Authority (“FCA”)
Under the Financial Services and Markets Act 2000, as amended by the Financial Services Act 2012 (“FSMA”), the FCA has a strategic objective
to ensure that the relevant markets function well. In support of this, the FCA has three operational objectives: to secure an appropriate degree
of protection for consumers; to safeguard the stability and reputation of the UK financial system and foster a competitive financial services
market that benefits consumers, alongside its secondary objective to facilitate the international competitiveness and growth of the UK
economy in the medium to long term.
The FCA Handbook sets out rules and guidance across a range of conduct issues with which financial institutions are required to comply
including high level principles of business and detailed conduct of business standards and reporting standards.
Approach of the Prudential Regulation Authority (“PRA”)
The PRA is part of the BoE (as defined below), with responsibility for prudential regulation and supervision. In 2025, the PRA revised its strategic
priorities to reflect the maturity of its policy and supervisory approaches, as well as to demonstrate its continued commitment to facilitate
innovation in key areas of its work. The PRA will continue to enhance its regulatory framework to maintain and ensure the safety and soundness
of the banking and insurance sectors and ensure continuing resilience. This strategy supports its statutory objectives: to promote the safety and
soundness of these firms and to contribute to the securing of an appropriate degree of protection for policyholders (for insurers). The PRA also
has two secondary objectives: to facilitate effective competition in the markets for services provided by PRA-authorised persons in carrying on
regulated activities; and to facilitate, subject to alignment with relevant international standards, the UK’s international competitiveness and
growth.
The PRA Rulebook sets out rules and guidance across a range of prudential matters which firms are required to comply with including areas such
as fundamental rules; ring-fencing requirements; reporting and prudential treatments. The PRA will change a firm’s business model if it judges
that mitigating risk measures are insufficient. Further to the UK implementation of CRD V a legal requirement has been established in the FSMA
that requires the PRA to authorise UK parent financial holding companies (“FHC”) or mixed financial holding companies (“MFHC”) that have at
least one bank or designated relevant investment firm as a subsidiary. As a result, Lloyds Banking Group plc (“the Company”) has received
authorisation to be recognised as the UK parent MFHC of the Group and is therefore responsible for ensuring prudential capital requirements
are applied on a consolidated basis.
Other bodies impacting the regulatory regime
The Bank of England (“BoE”)
The BoE has specific responsibilities in relation to financial stability, including: (i) ensuring the stability of the monetary system; (ii) oversight of
the financial system infrastructure, in particular payments systems in the UK and abroad; and (iii) maintaining a broad overview of the financial
system through its monetary stability role. The Financial Policy Committee (“FPC”) leads the BoE’s work on financial stability through the
identification and monitoring of risks that threaten the resilience of the UK financial system as a whole. It also has power to take action to
counter those risks, an example of such is unsustainable levels of debt and credit growth.
HM Treasury
HM Treasury is the government’s economic and finance ministry, setting the direction of the UK’s economic policy and working to achieve
strong and sustainable economic growth. Its responsibilities include financial services policy such as banking and financial services regulation,
financial stability, and ensuring competitiveness in the City of London financial markets; strategic oversight of the UK tax system; delivery of
infrastructure projects across the public sector; and ensuring the economy is growing sustainably.

9 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
UK Financial Ombudsman Service (“FOS”)
The FOS provides consumers with a free and independent service designed to resolve disputes where the customer is not satisfied with the
response received from the regulated firm. The FOS resolves disputes for eligible persons that cover most financial products and services
provided in (or from) the UK. The jurisdiction of the FOS extends to include firms conducting activities under the Consumer Credit Act 1974.
Although the FOS takes account of relevant regulation and legislation, its guiding principle is to resolve cases individually on merit on the basis
of what is fair and reasonable; in this regard, the FOS is not bound by law or even its own precedent. The final decisions made by the FOS are
legally binding on regulated firms who also have a requirement under the FCA rules to ensure that lessons learned as a result of determinations
by the FOS are effectively applied in future complaint handling.
British Bankers Resolution Service (“BBRS”)
The Company is also a member of the BBRS. BBRS is a non-profit organisation set up to resolve disputes between eligible larger small and
medium-sized enterprises and participating banks.
The Financial Services Compensation Scheme (“FSCS”)
The FSCS was established under the FSMA and is the UK’s statutory fund of last resort for customers of authorised financial services firms.
Companies within the Group are responsible for contributing to compensation schemes in respect of banks and other authorised financial
services firms that are unable to meet their obligations to customers. The FSCS can pay compensation to customers if a firm is unable, or likely
to be unable, to pay claims against it. The FSCS is funded by levies on firms authorised by the PRA and the FCA, including companies within the
Group.
The Payment System Regulator (“PSR”)
The PSR is an economic regulator for the payment systems industry, which was launched in April 2015. Payment systems form a vital part of the
UK’s financial system – they underpin the services that enable funds to be transferred between people and institutions. The purpose of PSR is to
make payment systems work well for those that use them. In December 2024, HM Treasury and the boards of both the FCA and PSR confirmed
the joining up of the managing director of the PSR with the executive director for payments and digital assets of the FCA role to ensure both
regulators collectively deliver HM Treasury’s new National Payments Vision in advancing an innovative, safe and competitive UK payments
sector. In September 2025, the Government consulted on its proposals to consolidate the functions of the PSR primarily into the FCA. This will
help streamline the regulatory environment and improve coordination and clarity on regulatory responsibilities.
UK Information Commissioner’s Office (“ICO”)
The ICO is the UK’s independent authority set up to uphold information rights in the public interest, promoting openness by public bodies and
data privacy for individuals. The ICO is responsible for overseeing implementation of the Data Protection Act 2018 which enshrines the General
Data Protection Regulation. This Act regulates, among other things, the lawful use of data relating to individual customers.
Competition regulation
UK Competition and Markets Authority (“CMA”)
The objective of the CMA is to promote competition to ensure that markets work well for consumers, businesses and the economy. Through its
five strategic objectives (promoting effective competition; championing consumers; helping government deploy tailored pro-competition
interventions to support growth, innovation and investment-related policies; fostering a regulatory landscape that attracts investment and
instils business confidence; and, prioritising UK interests) the CMA impacts the banking sector in a number of ways, including with its powers to
investigate and prosecute a number of criminal offences under competition law. In addition, the CMA is the lead enforcer for unfair contract
terms under the Consumer Rights Act 2015, which replaced the Unfair Terms in Consumer Contracts Regulations 1999.
The CMA has competition law powers which apply across the whole economy. Sectoral regulators such as the FCA may exercise the
competition law powers to enforce the prohibitions on anti-competitive agreements and on abuse of a dominant position, and to make market
investigation references, concurrently with the CMA in those sectors for which they have responsibility. In July 2019, the CMA signed a
memorandum of understanding with the FCA and the PSR, which sets out the arrangements for allocating cases, sharing information, dealing
with confidentiality constraints, and pooling resources in relation to their concurrent objectives to promote competition.
The CMA has launched a consultation to review existing market remedies to assess whether they remain necessary or proportionate. The scale
of the review represents a material consolidation of legacy obligations. If remedies are amended or removed, this could reduce ongoing
regulatory and operational burden.
The Digital Markets, Competition and Consumers Act 2024 introduced a new targeted and proportionate regulatory regime to address concerns
around competition in the digital industry.
EU regulation
The Group maintains a deposit-taking subsidiary in Berlin, Germany and an investment firm subsidiary in Frankfurt, Germany. The Berlin-based
subsidiary (Lloyds Bank GmbH) has a branch in the Netherlands. The Group also maintains a separate branch of Lloyds Bank plc in Berlin. All of
these entities are subject to EU and German regulations and are supervised by Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and
Deutsche Bundesbank. The Group maintains an additional entity for Scottish Widows Europe in Luxembourg, which is regulated by
Commissariat aux Assurances (CAA).
See also “Regulatory and Legal Risks – The Group faces risks associated with its compliance with a wide range of laws and regulations” and
“Regulatory and Legal Risks – The Group is subject to resolution planning requirements” on pages 10 and 13 respectively of the 6-K Risk Factors.
US regulation
Lloyds Bank Corporate Markets plc (“LBCM”) maintains a branch in the US and Lloyds Bank maintains a representative office in the US. As a
result, the Company and its subsidiaries doing business or conducting activities in the US are subject to oversight by the Federal Reserve Board.
The LBCM branch is also subject to regulation by the New York State Department of Financial Services.
Each of the Company and LBCM is treated as a bank holding company under the US Bank Holding Company Act of 1956 (“BHC Act”) and has
elected to be a financial holding company. Financial holding companies may engage in a broader range of financial and related activities than
are permitted to bank holding companies that do not maintain financial holding company status, including underwriting and dealing in all types
of securities. A financial holding company and its depository institution subsidiaries must meet certain capital ratios and be deemed to be “well
managed” for purposes of the Federal Reserve Board’s regulations. A financial holding company’s direct and indirect activities and investments
in the US are limited to those that are “financial in nature” or “incidental” or “complementary” to a financial activity, as defined in section
4(k)(4) of the BHC Act or determined by the Federal Reserve Board.
Bank holding companies and financial holding companies are also subject to approval requirements in connection with certain acquisitions or
investments. For example, the Group is required to obtain the prior approval of the Federal Reserve Board before acquiring, directly or
indirectly, the ownership or control of more than 5% of any class of the voting shares of any US bank or bank holding company.

10 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
The Group’s US broker dealer, Lloyds Securities Inc. (LSI), is subject to regulation and supervision in the US and is a member of the Financial
Industry Regulatory Authority (FINRA) and is thus subject to requirements and oversight related to areas including sales methods, trade
practices, use and safekeeping of customers’ funds and securities, capital structure, recordkeeping, conduct of directors, officers and employees
and other matters pertinent to its securities business.
LBCM is registered as a swap dealer and as such, is subject to regulation and supervision by the Commodity Futures Trading Commission
(“CFTC”) with respect to certain of its swap activities and registration with the National Futures Association (“NFA”), CFTC and NFA rules and
regulations include requirements related to risk management practices, trade documentation and reporting, business conduct and
recordkeeping, among others.
A major focus of US governmental policy relating to financial institutions in recent years has been combating money laundering and terrorist
financing and enforcing compliance with US economic sanctions, with serious legal and reputational consequences for any failures arising in
these areas. The Group engages, or has engaged, in a limited amount of business with counterparties in certain countries which the US State
Department designated during the reporting period as state sponsors of terrorism, including Iran, Syria and Cuba. At 31 December 2025, the
Group did not believe that the Group’s business activities relating to countries designated as state sponsors of terrorism in 2025 were material
to its overall business.
The Group estimates that the value of its business in respect of such states represented less than 0.01% of the Group’s total assets and, for the
year ended December 2025, the Group believes that the Group’s revenues from all activities relating to such states were less than 0.001% of its
total income, net of insurance claims and changes in insurance and investment contract liabilities. This information has been compiled from
various sources within the Group, including information manually collected from relevant business units, and this has necessarily involved some
degree of estimate and judgement.
Disclosure pursuant to Section 219 of The Iran Threat Reduction and Syria and Human Rights Act (“ITRA”)
Since the introduction of an enhanced financial sanctions policy, the Group has been proactive in reducing its dealings with Iran and Syria, and
individuals and entities associated with these countries. There remain a small number of historic business activities which the Group has not yet
been able to terminate for legal or contractual reasons.
Pursuant to ITRA Section 219, the Group notes that during 2025, its non-US affiliates, Lloyds Bank plc and Bank of Scotland plc, received or
made payments involving entities owned or controlled by the Government of Iran as defined under section 560.304 of title 31, Code of Federal
Regulations, and/or designated under Executive Order 13382 or 13224. In all cases, the payment was permitted under UK sanctions legislation,
specific authority was sought from and granted by HM Treasury, the UK’s Competent Authority to provide such authorisations or the
payment(s) were credited to a blocked account, held in the name of the entity, in accordance with UK sanctions legislation.
Gross revenues from these activities were approximately £7,600. Net profits from these activities were approximately £7,600.
The Group’s business activities, being reported below, are conducted in compliance with applicable laws in respect of Iran and Syria sanctions
and, except as noted below, the Group intends to continue these historic activities until it is able to legally terminate the contractual
relationships or to maintain/ manage them in accordance with prevailing sanctions obligations. The nature of these activities is as follows:
1.Limited and infrequent payments made to and received from entities directly or indirectly linked to the Government of Iran. Such payments
are only made if they comply with UK regulation and legislation and/or licence from the US Treasury Department’s Office of Foreign Assets
Control.
2.Payments made to a blocked account in the name of Commercial Bank of Syria related to historic guarantees, entered into by the Group
between 1997 and 2008, the majority of which relate to Bail Bonds for vessels. The Commercial Bank of Syria’s designation under Executive
Order 13382 ended on 30 June 2025.
3.Sums paid out from a pension trust fund to UK nationals resident in the UK who were employees of a company indirectly owned or
controlled by an entity designated under Executive Order 13382 that is also owned or controlled by the Government of Iran.
C.Organizational structure
The Company is the holding company of the Lloyds Banking Group, which consists of the Company and its subsidiaries. The following are the
Group’s principal subsidiaries; the list includes all significant subsidiaries, and certain other subsidiaries as noted below, of the Company at 31
December 2025.

Name of subsidiary undertaking | Country of registration/ incorporation | Percentage of equity share capital and voting rights held | Nature of business | Registered office
Lloyds Bank plc | England | 100% | Banking and financial services | 25 Gresham Street, London EC2V 7HN
Scottish Widows Limited | England | 100%* | Life assurance | 25 Gresham Street, London EC2V 7HN
HBOS plc | Scotland | 100%* | Holding company | The Mound, Edinburgh EH1 1YZ
Bank of Scotland plc | Scotland | 100%* | Banking and financial services | The Mound, Edinburgh EH1 1YZ
Lloyds Bank Corporate Markets plc 1 | England | 100% | Banking and financial services | 25 Gresham Street, London EC2V 7HN
LBG Equity Investments Limited 1 | England | 100% | Financial services | 25 Gresham Street, London EC2V 7HN

*Indirect interest
1 Subsidiary that does not meet the quantitative threshold for significance.
The principal area of operation for each of the above subsidiaries is the United Kingdom.
D.Property, plant and equipment
Not applicable.
Item 4A. Unresolved Staff Comments
Not applicable.

11 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Item 5. Operating and Financial Review and Prospects
A.Operating results
Reference is made to the sections titled:
•“Our external environment” on pages 10 to 13 of the Annual Report 2025;
•Future developments in relation to the Group’s IFRS Accounting Standard reporting are discussed in “Note 1: Basis of preparation” on page
218 of the Annual Report 2025;
•“Note 3: Critical accounting judgements and key sources of estimation uncertainty” on page 228 of the Annual Report 2025; and
•“Note 19: Derivative financial instruments” on pages 269 to 271 of th e Annual Report 2025.
Results of operations – 2025 and 2024
Income statement
Reference is made to the “Consolidated income statement” on page 211 of the Annual Report 2025 for the Group’s income statement for each
of the last two years.
Net interest income

| 2025 | 2024 | Change
Net interest income (£m) | 13,230 | 12,277 | 8
Average interest-earning assets (£m) | 641,719 | 625,014 | 3
Average rates: |  |  |
Gross yield on average interest-earning assets of the banking book 1 (%) | 4.79 | 5.01 | (22)bp
Interest spread 2 (%) | 1.33 | 1.11 | 22bp
Net interest margin 3 (%) | 2.06 | 1.96 | 10bp

1 Gross yield is the rate of interest earned on average interest-earning assets of the banking book.
2 Interest spread is the difference between the rate of interest earned on average interest-earning assets of the banking book and the rate of interest paid on average interest-bearing
liabilities of the banking book.
3 The net interest margin represents the interest spread together with the contribution of interest-free liabilities. It is calculated by expressing net interest income as a percentage of
average interest-earning assets of the banking book.
Net interest income in the year of £13,230 million was up 8%, compared to £12,277 million in 2024, reflecting higher average interest-earning
assets and a higher margin. The net interest margin was 10 basis points higher at 2.06% (2024: 1.96%).
Average interest-earning assets of the banking book were £16,705 million higher at £641,719 million (2024: £625,014 million) primarily reflecting
an increase in average loans and advances to customers partially offset by a decrease in average loans and advances to banks.
Other income
Other income includes net fee and commission income, net trading income, insurance service result, net investment return and finance result in
respect of insurance and investment contracts and other operating income. For further detail on each of these items, reference is made to
“Note 6: Net fee and commission income” on pages 233 to 234 of the Annual Report 2025, “Note 7: Net trading income” on page 234 of the
Annual Report 2025, “Note 8: Insurance business (A)” on page 235 of the Annual Report 2025, “Note 8: Insurance business (B)” on pages 235 to
236 of the Annual Report 2025 and “Note 9: Other operating income” on page 242 of the Annual Report 2025.
Reference is also made to the “Statutory results” section on page 53 of the Annual Report 2025 for a description of the Group’s other income
result.
Operating expenses
For further detail on operating expenses, reference is made to “Note 10: Operating expenses” on page 242 of the Annual Report 2025.
Reference is also made to the “Statutory results” section on page 53 of the Annual Report 2025 for a description of the Group’s operating
expenses result.
Impairment
For further detail on the impairment result, reference is made to “Note 14: Impairment” on pages 251 to 252 of the Annual Report 2025.
Reference is also made to the “Statutory results” section on page 53 of the Annual Report 2025 for a description of the Group’s impairment
result.
Tax
For further detail on the tax result, reference is made to “Note 15: Tax” on pages 252 to 254 of the Annual Report 2025.
Reference is also made to the “Statutory results” section on page 53 of the Annual Report 2025 for a description of the Group’s tax result.
Balance sheet
Reference is made to the “Consolidated balance sheet” on page 213 of the Annual Report 2025 for the Group’s balance sheet for each of the
last two years.
Reference is also made to the “Statutory results” section on page 53 of the Annual Report 2025 for a description of material movements within
the Group’s consolidated balance sheet.
Capital
For further detail on the capital position, reference is made to:
•“Capital risk” on pages 144 to 145 and pages 147 to 150 of the Annual Report 2025; and
•“Capital returns” and “Minimum requirement for own funds and eligible liabilities (MREL)” on pages 145 and 146 of the Annual Report 2025

12 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Off-balance sheet arrangements
A table setting out the amounts and maturities of Lloyds Banking Group’s other commercial commitments and guarantees at 31 December 2025
is included in the section titled “Maturities of contingent liabilities, commitments and financial guarantees (audited)” on page 186 of the Annual
Report 2025. These commitments and guarantees are not included in Lloyds Banking Group’s consolidated balance sheet.
Lending commitments are agreements to lend to customers in accordance with contractual provisions; these are either for a specified period or,
as in the case of credit cards and overdrafts, represent a revolving credit facility which can be drawn down at any time, provided that the
agreement has not been terminated. The total amounts of unused commitments do not necessarily represent future cash requirements, in that
commitments often expire without being drawn upon.
Lloyds Banking Group’s banking businesses are also exposed to liquidity risk through the provision of securitisation facilities to certain corporate
customers. At 31 December 2025, Lloyds Banking Group offered securitisation facilities to its corporate and financial institution client base
through its conduit securitisation programme, Cancara. This is funded in the global asset-backed commercial paper market. The assets and
obligations of the programme are included in Lloyds Banking Group’s consolidated balance sheet. Lloyds Banking Group provides short-term
asset-backed commercial paper liquidity support facilities on commercial terms to the programme, for use should the issuer be unable to roll
over maturing commercial paper or obtain alternative sources of funding.
Details of securitisations and other special purpose entity arrangements entered into by Lloyds Banking Group are provided in “Note 26: Debt
securities in issue” on page 283 of the Annual Report 2025 and “Note 37: Structured entities” on pages 292 to 293 of the Annual Report 2025.
The successful development of Lloyds Banking Group’s ability to securitise its own assets has provided a mechanism to tap a well established
market, thereby diversifying Lloyds Banking Group’s funding base.
Within Lloyds Banking Group’s insurance businesses, the principal sources of liquidity are premiums received from policyholders, charges levied
upon policyholders, investment income and the proceeds from the sale and maturity of investments. The investment policies followed by Lloyds
Banking Group’s life assurance companies take account of anticipated cash flow requirements including by matching the cash inflows with
projected liabilities where appropriate. Cash deposits and highly liquid government securities are available to provide liquidity to cover any
higher than expected cash outflows.
Contractual cash obligations
For detail on contractual cash obligations in respect of subordinated liabilities and their maturity profile, reference is made to “Note 29:
Subordinated liabilities” on pages 285 to 286 of the Annual Report 2025 and “Note 18: Maturities of assets and liabilities” on pages 267 to 268
of the Annual Report 2025.
For detail on outstanding debt securities in issue and their maturity profile, reference is made to “Note 18: Maturities of assets and liabilities” on
pages 267 to 268 of the Annual Report 2025.
For detail on the Group’s lease liabilities, reference is made to “Note 27: Other liabilities” on page 283 of the Annual Report 2025.
For detail on the Group’s capital commitments, reference is made to “Capital commitments” within “Note 36: Contingent liabilities,
commitments and financial guarantees” on pages 291 and 292 of the Annual Report 2025.
The Group also had other purchase obligations totalling £4,858 million.
At 31 December 2025, the principal sources of potential liquidity for Lloyds Banking Group plc were dividends received from its directly owned
subsidiary companies, particularly Lloyds Bank plc and Scottish Widows Group Limited, and loans from this and other Lloyds Banking Group
companies. The ability of Lloyds Bank to pay dividends going forward, or for Lloyds Bank or other Lloyds Banking Group companies to make
loans to the Company depends on a number of factors, including their own regulatory capital requirements, distributable reserves and financial
performance.
Results of operations – 2023
The Group’s results for the year ended 31 December 2023, and a discussion of the results for the year ended 31 December 2024 compared to
those for the year ended 31 December 2023, were included in the Annual Report on Form 20-F for the year ended 31 December 2024, filed with
the SEC on 20 February 2025, the discussion for which is hereby incorporated by reference into this document.

13 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Divisional information
Please refer to the “Divisional information” section under Item 4.B - “Business overview” on page 4.
Divisional results
Retail
Retail offers a broad range of financial services products to personal customers, including current accounts, savings, mortgages, credit cards,
unsecured loans, motor finance and leasing solutions. Its aim is to build enduring relationships meeting more of its customers’ financial needs
and improving financial resilience throughout their lifetime. Retail operates the largest digital bank in the UK and is improving digital experience
through a mobile-first strategy. Retail delivers market-leading products and meets consumer duty expectations, working within a prudent risk
appetite. Outside of the UK, Retail has a growing mortgages and savings focused European business. Through strategic investment and
increased use of data, Retail aims to deepen consumer relationships, deliver personalised propositions, broaden its intermediary offering,
improve customer experience and increase operational efficiency.
Reference is made to “Note 4: Segmental analysis” on pages 228 to 232 of the Annual Report 2025 for a summary of the Retail division’s
underlying profit before tax.
•Underlying profit increased by £164 million to £3,356 million in 2025 compared to £3,192 million in 2024, driven by higher underlying net
interest income and higher underlying other income, offset by increased operating lease depreciation, higher underlying operating costs,
higher remediation and a higher underlying impairment charge
•Underlying net interest income increased by £707 million to £9,637 million in 2025 compared to £8,930 million in 2024, driven by structural
hedge earnings and higher unsecured loans balances, partially offset by continued mortgage refinancing and deposit churn headwinds
•Underlying other income increased £282 million to £2,636 million in 2025 compared to £2,354 million in 2024, driven by fleet growth and
higher average rental values in UK Motor Finance alongside strength in current account and credit card income
•Operating lease depreciation increased £126 million to £1,445 million in 2025 compared to £1,319 million in 2024, reflecting fleet growth, the
depreciation of higher value vehicles and declines in used electric car prices. Used car price volatility continues to be partly mitigated
through lease extensions, used car leasing and remarketing agreements
•Underlying operating costs increased by £241 million to £5,807 million in 2025 compared to £5,566 million in 2024, from strategic investment
(including planned severance), business growth costs and inflationary pressures, partially offset by cost savings from investment and
continued cost discipline
•Remediation increased by £181 million to £931 million in 2025 compared to £750 million in 2024. Remediation costs in 2025 included
£800 million relating to the potential impact of motor finance commission arrangements taken in the third quarter
•Underlying impairment increased by £277 million to £734 million in 2025 compared to a charge of £457 million in 2024. 2024 included a
credit for improved economic outlook. 2025 benefits from model refinements and a debt sale write back. Strong credit performance with
ongoing improvement in UK mortgages and stability across unsecured products
Commercial Banking
Commercial Banking serves small and medium businesses and corporate and institutional clients, providing lending, transactional banking,
working capital management, debt financing and risk management services, whilst connecting the whole Group to clients. Through investment
in digitisation, product development and coverage capability, Commercial Banking is delivering an enhanced customer experience via a digital-
first model in Business and Commercial Banking and an expanded client proposition in Corporate and Institutional Banking. This is meeting
customer growth objectives, generating diversified capital efficient growth and supporting customers in their transition to net zero.
Reference is made to “Note 4: Segmental analysis” on pages 228 to 232 of the Annual Report 2025 for a summary of the Commercial Banking
division’s underlying profit.
•Underlying profit increased by £145 million to £2,546 million in 2025 compared to £2,401 million in 2024, driven by higher underlying net
interest income and higher underlying other income, offset by higher underlying operating costs and a higher underlying impairment charge
•Underlying net interest income increased by £236 million to £3,670 million in 2025 compared to £3,434 million in 2024, underpinned by
strength in the deposits franchise including structural hedge refinancing benefits
•Underlying other income increased by £10 million to £1,825 million in 2025 compared to £1,815 million in 2024 driven by higher transaction
banking and markets income more than offsetting lower loan markets activity, with 2024 benefitting from one-off gains
•Underlying operating costs increased by £101 million to £2,853 million in 2025 compared to £2,752 million in 2024, reflecting strategic
investment (including planned high severance), business growth costs and inflationary pressures, partially offset by cost savings from
investment and continued cost discipline
•Remediation decreased by £77 million to £27 million in 2025 compared to £104 million in 2024, relating to a small number of rectification
programmes
•Underlying impairment charge of £60 million in 2025 compared to a credit of £14 million in 2024 which benefitted from the improved
economic outlook. 2025 included model calibration benefits alongside strong credit performance particularly in the second half of the year
which more than offset higher Stage 3 charges observed in the first half of the year
Insurance, Pensions and Investments
Insurance, Pensions and Investments (IP&I) serves over 10 million customers, holds a top three market share across Home, Workplace and
Individual Annuities businesses. The Group continues to invest significantly in the business. This includes enhancing investment propositions,
supporting the Group’s Wealth and Mass Affluent strategy, driving digitisation in customer facing and operational platforms, innovating
intermediary propositions and contributing to the transition to a low carbon economy.
Reference is made to “Note 4: Segmental analysis” on pages 228 to 232 of the Annual Report 2025 for a summary of the Insurance, Pensions
and Investments division’s underlying profit.
•Underlying profit from Insurance, Pensions and Investments was £110 million higher at £330 million compared to an underlying profit of
£220 million in 2024 primarily as a result of an increase of £124 million in underlying income
•Underlying net interest income was stable at a loss of £151 million (2024: a loss of £136 million. Underlying other income increased by £139
million, or 11% to £1,431 million from £1,292 million in 2024, driven by higher net general insurance and workplace pension business income,
alongside the integration of Schroders Personal Wealth in the fourth quarter
•Underlying operating costs were £9 million higher at £933 million (2024: £924 million) reflecting strategic investment, inflationary pressures
and the impact of the full acquisition of Schroders Personal Wealth in the fourth quarter, partially offset by cost savings from investment
and continued cost discipline
•Remediation decreased by £4 million to £15 million in 2025 compared to £19 million in 2024

14 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Other
Other includes the Group’s equity investment businesses, including LDC, Lloyds Living, the Housing Growth Partnership (HGP), the Group’s
share of the Business Growth Fund (BGF) and the MADE Partnership joint venture. LDC is a leading private equity investor, supporting more
than 90 growing SMEs that span all regions and sectors of the UK economy and employ over 25,000 people. LDC has almost £2.3 billion assets
under management. Lloyds Living is the Group’s residential landlord business with 7,750 homes in operation or contracted as at 31 December
2025. Equity Investments and Central Items also includes income and expenses not attributed to the divisions, including residual underlying net
interest income after transfer pricing.
Reference is made to “Note 4: Segmental analysis” on pages 228 to 232 of the Annual Report 2025 for a summary of the remaining items of the
Company’s underlying profit.
Underlying profit in 2025 was higher compared to 2024, primarily as a result of an increase in underlying other income of £92 million, partly
offset by a reduction of £63 million in underlying total costs. Underlying net interest income decreased in 2025 given increased funding costs to
support volume growth in the Group’s equity and direct investment business, alongside lower divisional recharges from a reduction in structured
medium-term note and AT1 distribution costs. Underlying other income includes £579 million (2024: £502 million) generated by the Group’s
equity and direct investment businesses, incre asing versus 2024 as a resul t of strong income growth from Lloyds Living, partially offset by lower
income from LDC. U nderlying total costs of £163 million in 2025 decreased by 28% on the prior year, including the effects of lower remediation
costs.
Environmental matters
Reference is made to the sections titled:
•“Sustainability review” on pages 35 to 49 of the Annual Report 2025;
•“Climate risk” on pages 150 to 152 of the Annual Report 2025; and
•“Sustainability governance” on pages 80 to 81 o f the Annual Report 2025
Governmental policies
For information regarding the effects of governmental policies and factors on the Group's operating results, please see the section titled
"Regulatory and Legal Risks" in the 6-K Risk Factors and the section titled "Regulation" under Item 4.B - "Business Overview".
Risk management
Included in the sections incorporated by reference below are disclosures marked as audited. Such disclosures marked as audited form part of
the audited consolidated financial statements included in Item 18. Reference is made to:
•“Risk management” on pages 138 to 143 of the Annual Report 2025;
•“Capital risk” on pages 144 to 145 and pages 147 to 150 of the Annual Report 2025; and
•“Capital returns” and “Minimum requirement for own funds and eligible liabilities (MREL)” on pages 145 and 146 of the Annual Report 2025
•“Climate risk” on pages 150 to 152 of the Annual Report 2025;
•“Compliance risk” on page 152 of the Annual Report 2025;
•“Conduct risk” on page 153 of the Annual Report 2025;
•“Economic crime risk” on page 179 of the Annual Report 2025;
•“Insurance underwriting risk” on page 180 of the Annual Report 2025;
•“Liquidity risk” on pages 181 to 186 of the Annual Report 2025;
•“Market risk” on pages 187 to 193 of the Annual Report 2025;
•“Model risk” on page 194 of the Annual Report 2025; and
•“Operational risk” on pages 195 to 197 of the Annual Report 2025

15 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Credit risk
Definition
Credit risk is defined as the risk that parties with whom the Group has contracted fail to meet their financial obligations (both on and off-
balance sheet).
Level two risks
Retail credit (page 19), Commercial credit (page 21)
Included in the sections incorporated by reference below are disclosures marked as audited. Such disclosures marked as audited form part of
the audited consolidated financial statements included in Item 18. Reference is made to:
•“Risk appetite” on page 154 of the Annual Report 2025;
•“Identification and assessment” on page 154 of the Annual Report 2025;
•“Management and mitigation” on pages 154 to 157 of the Annual Report 2025;
•“Monitoring” on page 157 of the Annual Report 2025; and
•“Reporting” on page 157 of the Annual Report 2025.
The Group credit risk portfolio in 2025
Overview
Credit performance has remained strong and stable in 2025. The Group maintains a measured approach to credit risk appetite and risk
management with strong credit origination criteria embedded, including affordability tests and robust LTVs in the secured portfolios.
In UK mortgages, reductions in new to arrears and flows to default have been observed, whilst unsecured portfolios continue to exhibit low and
stable arrears trends. Credit performance also remains strong in Commercial Banking. The Group continues to assess the impacts of the
economic and geopolitical environment carefully through a suite of early warning indicators and governance arrangements that ensure risk
mitigating action plans are in place to support customers and protect the Group’s positions.
The impairment charge in 2025 was £795 million, up from £431 million in 2024, and includes a net charge from updates to the Group’s
macroeconomic outlook. Excluding macroeconomic updates, the Group’s impairment charge remains low and similar to 2024. The total
probability-weighted expected credit loss (ECL) allowance was lower in 2025 at £3,228 million (31 December 2024: £3,481 million) following
strong credit performance and additional benefits from model refinements.
Stage 2 loans and advances to customers are lower at £42,679 million versus the prior year (31 December 2024: £44,765 million) following
strong credit performance particularly within UK mortgages. Additionally, growth in lending from new business inflows dilute the proportion of
Stage 2 loans and advances to 8.8% of total lending (31 December 2024: 9.7% with Stage 2 coverage reducing slightly at 2.7% (31 December
2024: 2.9%).
Stage 3 loans and advances to customers are lower at £6,526 million versus the prior year (31 December 2024: £6,716 million), and as a
percentage of total lending at 1.3% (31 December 2024: 1.5%). Migrations into Stage 3 from a small number of cases within Commercial Banking
were offset by continued strong performance, especially following improving default rates within UK mortgages. Growth in house prices
combined with strong credit performance across Retail also reduced the total Group Stage 3 coverage to 15.9% (31 December 2024: 16.5%).
Total Group assets
Impairment charge (credit) by division

| Loans and advances to customers £m |  | Loans and advances to banks £m |  | Debt securities £m | Financial assets at fair value through other comprehensive income £m |  | Other £m |  | Undrawn balances £m |  | 2025 £m |  | 2024 £m
UK mortgages | (59) |  | – |  | – |  | – |  | – |  | (1) |  | (60) |  | (194)
Credit cards | 327 |  | – |  | – |  | – |  | – |  | (6) |  | 321 |  | 270
UK unsecured loans and overdrafts | 269 |  | – |  | – |  | – |  | – |  | (12) |  | 257 |  | 272
UK Motor Finance | 214 |  | – |  | – |  | – |  | – |  | (2) |  | 212 |  | 116
Other | 3 |  | – |  | – |  | – |  | – |  | 1 |  | 4 |  | (7)
Retail | 754 |  | – |  | – |  | – |  | – |  | (20) |  | 734 |  | 457
Business and Commercial Banking | (53) |  | – |  | – |  | – |  | – |  | – |  | (53) |  | 47
Corporate and Institutional Banking | 166 |  | – |  | – |  | – |  | – |  | (53) |  | 113 |  | (61)
Commercial Banking | 113 |  | – |  | – |  | – |  | – |  | (53) |  | 60 |  | (14)
Insurance, Pensions and Investments | – |  | – |  | – |  | – |  | 2 |  | – |  | 2 |  | (9)
Other | – |  | – |  | – |  | (1) |  | – |  | – |  | (1) |  | (3)
Total impairment charge (credit) | 867 |  | – |  | – |  | (1) |  | 2 |  | (73) |  | 795 |  | 431

16 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Total expected credit loss allowance

| At 31 Dec 2025 £m |  | At 31 Dec 2024 £m
Customer related balances |  |  |
Drawn | 3,011 |  | 3,191
Undrawn | 197 |  | 270
| 3,208 |  | 3,461
Loans and advances to banks | 1 |  | 1
Debt securities | 5 |  | 4
Other assets | 14 |  | 15
Total expected credit loss allowance | 3,228 |  | 3,481

Movements in total expected credit loss allowance

| Opening ECL at 31 Dec 2024 £m |  |  | Write-offs and other 1 £m |  | Income statement charge (credit) £m |  |  | Net ECL increase (decrease) £m |  | Closing ECL at 31 Dec 2025 £m
UK mortgages | 852 |  |  | (61) |  | (60) |  |  | (121) |  | 731
Credit cards | 674 |  |  | (392) |  | 321 |  |  | (71) |  | 603
UK unsecured loans and overdrafts | 523 |  |  | (282) |  | 257 |  |  | (25) |  | 498
UK Motor Finance | 360 |  |  | (142) |  | 212 |  |  | 70 |  | 430
Other | 67 |  |  | (8) |  | 4 |  |  | (4) |  | 63
Retail | 2,476 |  |  | (885) |  | 734 |  |  | (151) |  | 2,325
Business and Commercial Banking | 485 |  |  | (55) |  | (53) |  |  | (108) |  | 377
Corporate and Institutional Banking | 504 |  |  | (106) |  | 113 |  |  | 7 |  | 511
Commercial Banking | 989 |  |  | (161) |  | 60 |  |  | (101) |  | 888
Insurance, Pensions and Investments | 15 |  |  | (3) |  | 2 |  |  | (1) |  | 14
Other | 1 |  |  | 1 |  | (1) |  |  | – |  | 1
Total 2 | 3,481 |  |  | (1,048) |  | 795 |  |  | (253) |  | 3,228

1 Contains adjustments in respect of purchased or originated credit-impaired financial assets.
2 Total ECL includes £20 million relating to other non-customer-related assets (31 December 2024: £20 million).
Total expected credit loss allowance sensitivity to economic assumptions
The measurement of ECL reflects an unbiased probability-weighted range of possible future economic outcomes. The Group achieves this by
generating four economic scenarios to reflect the range of outcomes; the central scenario reflects the Group’s base case assumptions used for
medium-term planning purposes, an upside and a downside scenario are also selected together with a severe downside scenario. If the base
case moves adversely, it generates a new, more adverse downside and severe downside which are then incorporated into the ECL. Consistent
with prior years, the base case, upside and downside scenarios carry a 30% weighting; the severe downside is weighted at 10%.
The following table shows the Group’s ECL for the probability-weighted, upside, base case, downside and severe downside scenarios. The stage
allocation for an asset is based on the overall probability-weighted probability of default and hence the staging of assets is constant across all
the scenarios. In each economic scenario the ECL for individual assessments is held constant reflecting the basis on which they are evaluated.
Judgemental adjustments applied through changes to model inputs or parameters, or more qualitative post model adjustments, are apportioned
across the scenarios in proportion to modelled ECL where this better reflects the sensitivity of these adjustments to each scenario. The
probability-weighted view shows the extent to which a higher ECL allowance has been recognised to take account of multiple economic
scenarios relative to the base case; the uplift on a statutory basis being £366 million compared to £445 million at 31 December 2024.

| Probability- weighted £m | Upside £m | Base case £m | Downside £m | Severe downside £m
UK mortgages | 731 | 341 | 510 | 937 | 1,943
Credit cards | 603 | 498 | 579 | 674 | 777
Other Retail | 991 | 922 | 969 | 1,036 | 1,126
Commercial Banking | 888 | 690 | 789 | 1,010 | 1,414
Other | 15 | 15 | 15 | 15 | 15
At 31 December 2025 | 3,228 | 2,466 | 2,862 | 3,672 | 5,275
UK mortgages | 852 | 345 | 567 | 1,064 | 2,596
Credit cards | 674 | 518 | 641 | 773 | 945
Other Retail | 950 | 843 | 923 | 1,010 | 1,172
Commercial Banking | 989 | 745 | 889 | 1,125 | 1,608
Other | 16 | 16 | 16 | 16 | 17
At 31 December 2024 | 3,481 | 2,467 | 3,036 | 3,988 | 6,338

17 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Group loans and advances to customers
The following pages contain analysis of the Group’s loans and advances to customers by sub-portfolio. Loans and advances to customers are
categorised into the following stages:
•Stage 1 assets comprise of newly originated assets (unless purchased or originated credit-impaired), as well as those which have not
experienced a significant increase in credit risk. These assets carry an expected credit loss allowance equivalent to the expected credit losses
that result from those default events that are possible within 12 months of the reporting date (12 month expected credit losses)
•Stage 2 assets are those which have experienced a significant increase in credit risk since origination. These assets carry an expected credit
loss allowance equivalent to the expected credit losses arising over the lifetime of the asset (lifetime expected credit losses)
•Stage 3 assets have either defaulted or are otherwise considered to be credit-impaired. These assets carry a lifetime expected credit loss
•Purchased or originated credit-impaired assets (POCI) are those that have been originated or acquired in a credit-impaired state. This
includes within the definition of credit-impaired the purchase of a financial asset at a deep discount that reflects impaired credit losses
Loans and advances to customers and expected credit loss allowance

At 31 December 2025 | Stage 1 £m |  | Stage 2 £m |  | Stage 3 £m |  | POCI £m |  | Total £m |  | Stage 2 as % of total % |  | Stage 3 as % of total %
Loans and advances to customers |  |  |  |  |  |  |  |  |  |  |  |  |
UK mortgages | 284,307 |  | 30,414 |  | 4,016 |  | 5,076 |  | 323,813 |  | 9.4 |  | 1.2
Credit cards | 15,258 |  | 2,326 |  | 274 |  | – |  | 17,858 |  | 13.0 |  | 1.5
UK unsecured loans and overdrafts | 10,601 |  | 1,397 |  | 193 |  | – |  | 12,191 |  | 11.5 |  | 1.6
UK Motor Finance | 14,222 |  | 2,786 |  | 141 |  | – |  | 17,149 |  | 16.2 |  | 0.8
Other | 21,245 |  | 392 |  | 145 |  | – |  | 21,782 |  | 1.8 |  | 0.7
Retail | 345,633 |  | 37,315 |  | 4,769 |  | 5,076 |  | 392,793 |  | 9.5 |  | 1.2
Business and Commercial Banking | 24,362 |  | 3,329 |  | 979 |  | – |  | 28,670 |  | 11.6 |  | 3.4
Corporate and Institutional Banking | 59,658 |  | 2,035 |  | 778 |  | – |  | 62,471 |  | 3.3 |  | 1.2
Commercial Banking | 84,020 |  | 5,364 |  | 1,757 |  | – |  | 91,141 |  | 5.9 |  | 1.9
Other 1 | 540 |  | – |  | – |  | – |  | 540 |  | – |  | –
Total gross lending | 430,193 |  | 42,679 |  | 6,526 |  | 5,076 |  | 484,474 |  | 8.8 |  | 1.3
Customer related ECL allowance (drawn and undrawn)
UK mortgages | 55 |  | 208 |  | 309 |  | 159 |  | 731 |  |  |  |
Credit cards | 205 |  | 277 |  | 121 |  | – |  | 603 |  |  |  |
UK unsecured loans and overdrafts | 172 |  | 214 |  | 112 |  | – |  | 498 |  |  |  |
UK Motor Finance 2 | 202 |  | 149 |  | 79 |  | – |  | 430 |  |  |  |
Other | 17 |  | 11 |  | 35 |  | – |  | 63 |  |  |  |
Retail | 651 |  | 859 |  | 656 |  | 159 |  | 2,325 |  |  |  |
Business and Commercial Banking | 92 |  | 165 |  | 120 |  | – |  | 377 |  |  |  |
Corporate and Institutional Banking | 107 |  | 136 |  | 263 |  | – |  | 506 |  |  |  |
Commercial Banking | 199 |  | 301 |  | 383 |  | – |  | 883 |  |  |  |
Other | – |  | – |  | – |  | – |  | – |  |  |  |
Total | 850 |  | 1,160 |  | 1,039 |  | 159 |  | 3,208 |  |  |  |
Customer related ECL allowance (drawn and undrawn) as a percentage of loans and advances to customers
| Stage 1 % |  | Stage 2 % |  | Stage 3 % |  | POCI % |  | Total % |  |  |  |
UK mortgages | – |  | 0.7 |  | 7.7 |  | 3.1 |  | 0.2 |  |  |  |
Credit cards | 1.3 |  | 11.9 |  | 44.2 |  | – |  | 3.4 |  |  |  |
UK unsecured loans and overdrafts | 1.6 |  | 15.3 |  | 58.0 |  | – |  | 4.1 |  |  |  |
UK Motor Finance | 1.4 |  | 5.3 |  | 56.0 |  | – |  | 2.5 |  |  |  |
Other | 0.1 |  | 2.8 |  | 24.1 |  | – |  | 0.3 |  |  |  |
Retail | 0.2 |  | 2.3 |  | 13.8 |  | 3.1 |  | 0.6 |  |  |  |
Business and Commercial Banking | 0.4 |  | 5.0 |  | 12.3 |  | – |  | 1.3 |  |  |  |
Corporate and Institutional Banking | 0.2 |  | 6.7 |  | 33.8 |  | – |  | 0.8 |  |  |  |
Commercial Banking | 0.2 |  | 5.6 |  | 21.8 |  | – |  | 1.0 |  |  |  |
Other | – |  | – |  | – |  | – |  | – |  |  |  |
Total | 0.2 |  | 2.7 |  | 15.9 |  | 3.1 |  | 0.7 |  |  |  |

1 Contains central fair value hedge accounting adjustments.
2 UK Motor Finance includes £243 million relating to provisions against residual values of vehicles subject to finance leases.

18 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued

At 31 December 2024 | Stage 1 £m |  | Stage 2 £m |  | Stage 3 £m |  | POCI £m |  | Total £m |  | Stage 2 as % of total % |  | Stage 3 as % of total %
Loans and advances to customers |  |  |  |  |  |  |  |  |  |  |  |  |
UK mortgages | 269,760 |  | 32,995 |  | 4,166 |  | 6,207 |  | 313,128 |  | 10.5 |  | 1.3
Credit cards | 13,534 |  | 2,441 |  | 265 |  | – |  | 16,240 |  | 15.0 |  | 1.6
UK unsecured loans and overdrafts | 9,314 |  | 1,247 |  | 175 |  | – |  | 10,736 |  | 11.6 |  | 1.6
UK Motor Finance | 13,897 |  | 2,398 |  | 124 |  | – |  | 16,419 |  | 14.6 |  | 0.8
Other | 17,373 |  | 516 |  | 147 |  | – |  | 18,036 |  | 2.9 |  | 0.8
Retail | 323,878 |  | 39,597 |  | 4,877 |  | 6,207 |  | 374,559 |  | 10.6 |  | 1.3
Business and Commercial Banking | 25,785 |  | 3,172 |  | 1,197 |  | – |  | 30,154 |  | 10.5 |  | 4.0
Corporate and Institutional Banking | 55,692 |  | 1,996 |  | 642 |  | – |  | 58,330 |  | 3.4 |  | 1.1
Commercial Banking | 81,477 |  | 5,168 |  | 1,839 |  | – |  | 88,484 |  | 5.8 |  | 2.1
Other 1 | 5 |  | – |  | – |  | – |  | 5 |  | – |  | –
Total gross lending | 405,360 |  | 44,765 |  | 6,716 |  | 6,207 |  | 463,048 |  | 9.7 |  | 1.5
Customer related ECL allowance (drawn and undrawn)
UK mortgages | 55 |  | 275 |  | 335 |  | 187 |  | 852 |  |  |  |
Credit cards | 210 |  | 331 |  | 133 |  | – |  | 674 |  |  |  |
UK unsecured loans and overdrafts | 170 |  | 235 |  | 118 |  | – |  | 523 |  |  |  |
UK Motor Finance 2 | 173 |  | 115 |  | 72 |  | – |  | 360 |  |  |  |
Other | 16 |  | 14 |  | 37 |  | – |  | 67 |  |  |  |
Retail | 624 |  | 970 |  | 695 |  | 187 |  | 2,476 |  |  |  |
Business and Commercial Banking | 132 |  | 187 |  | 166 |  | – |  | 485 |  |  |  |
Corporate and Institutional Banking | 122 |  | 129 |  | 249 |  | – |  | 500 |  |  |  |
Commercial Banking | 254 |  | 316 |  | 415 |  | – |  | 985 |  |  |  |
Other | – |  | – |  | – |  | – |  | – |  |  |  |
Total | 878 |  | 1,286 |  | 1,110 |  | 187 |  | 3,461 |  |  |  |
Customer related ECL allowance (drawn and undrawn) as a percentage of loans and advances to customers
| Stage 1 % |  | Stage 2 % |  | Stage 3 % |  | POCI % |  | Total % |  |  |  |
UK mortgages | – |  | 0.8 |  | 8.0 |  | 3.0 |  | 0.3 |  |  |  |
Credit cards | 1.6 |  | 13.6 |  | 50.2 |  | – |  | 4.2 |  |  |  |
UK unsecured loans and overdrafts | 1.8 |  | 18.8 |  | 67.4 |  | – |  | 4.9 |  |  |  |
UK Motor Finance | 1.2 |  | 4.8 |  | 58.1 |  | – |  | 2.2 |  |  |  |
Other | 0.1 |  | 2.7 |  | 25.2 |  | – |  | 0.4 |  |  |  |
Retail | 0.2 |  | 2.4 |  | 14.3 |  | 3.0 |  | 0.7 |  |  |  |
Business and Commercial Banking | 0.5 |  | 5.9 |  | 13.9 |  | – |  | 1.6 |  |  |  |
Corporate and Institutional Banking | 0.2 |  | 6.5 |  | 38.8 |  | – |  | 0.9 |  |  |  |
Commercial Banking | 0.3 |  | 6.1 |  | 22.6 |  | – |  | 1.1 |  |  |  |
Other | – |  | – |  | – |  | – |  | – |  |  |  |
Total | 0.2 |  | 2.9 |  | 16.5 |  | 3.0 |  | 0.7 |  |  |  |

1 Contains central fair value hedge accounting adjustments.
2 UK Motor Finance includes £178 million relating to provisions against residual values of vehicles subject to finance leases.

19 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Stage 2 loans and advances to customers and expected credit loss allowance

| Up-to-date |  | 1-30 days past due 2 |  | Over 30 days past due
| PD movements |  | Other 1 |  |
Gross lending £m |  | ECL 3 £m | As % of gross lending % | Gross lending £m |  | ECL 3 £m | As % of gross lending % | Gross lending £m |  | ECL 3 £m | As % of gross lending % | Gross lending £m |  | ECL 3 £m | As % of gross lending %
At 31 December 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
UK mortgages | 26,298 |  | 155 |  | 0.6 |  | 2,032 |  | 13 |  | 0.6 |  | 1,130 |  | 18 |  | 1.6 |  | 954 |  | 22 |  | 2.3
Credit cards | 2,048 |  | 202 |  | 9.9 |  | 144 |  | 36 |  | 25.0 |  | 94 |  | 23 |  | 24.5 |  | 40 |  | 16 |  | 40.0
UK unsecured loans and overdrafts | 666 |  | 116 |  | 17.4 |  | 559 |  | 53 |  | 9.5 |  | 129 |  | 31 |  | 24.0 |  | 43 |  | 14 |  | 32.6
UK Motor Finance | 1,325 |  | 69 |  | 5.2 |  | 1,293 |  | 40 |  | 3.1 |  | 136 |  | 29 |  | 21.3 |  | 32 |  | 11 |  | 34.4
Other | 62 |  | 2 |  | 3.2 |  | 305 |  | 6 |  | 2.0 |  | 11 |  | 1 |  | 9.1 |  | 14 |  | 2 |  | 14.3
Retail | 30,399 |  | 544 |  | 1.8 |  | 4,333 |  | 148 |  | 3.4 |  | 1,500 |  | 102 |  | 6.8 |  | 1,083 |  | 65 |  | 6.0
Business and Commercial Banking | 2,767 |  | 133 |  | 4.8 |  | 258 |  | 15 |  | 5.8 |  | 213 |  | 12 |  | 5.6 |  | 91 |  | 5 |  | 5.5
Corporate and Institutional Banking | 1,888 |  | 135 |  | 7.2 |  | 21 |  | – |  | – |  | 7 |  | 1 |  | 14.3 |  | 119 |  | – |  | 0.0
Commercial Banking | 4,655 |  | 268 |  | 5.8 |  | 279 |  | 15 |  | 5.4 |  | 220 |  | 13 |  | 5.9 |  | 210 |  | 5 |  | 2.4
Total | 35,054 |  | 812 |  | 2.3 |  | 4,612 |  | 163 |  | 3.5 |  | 1,720 |  | 115 |  | 6.7 |  | 1,293 |  | 70 |  | 5.4
At 31 December 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
UK mortgages | 28,909 |  | 191 |  | 0.7 |  | 1,869 |  | 38 |  | 2.0 |  | 1,240 |  | 22 |  | 1.8 |  | 977 |  | 24 |  | 2.5
Credit cards | 2,174 |  | 248 |  | 11.4 |  | 149 |  | 43 |  | 28.9 |  | 83 |  | 24 |  | 28.9 |  | 35 |  | 16 |  | 45.7
UK unsecured loans and overdrafts | 630 |  | 129 |  | 20.5 |  | 439 |  | 52 |  | 11.8 |  | 131 |  | 36 |  | 27.5 |  | 47 |  | 18 |  | 38.3
UK Motor Finance | 1,192 |  | 49 |  | 4.1 |  | 1,029 |  | 30 |  | 2.9 |  | 141 |  | 25 |  | 17.7 |  | 36 |  | 11 |  | 30.6
Other | 103 |  | 3 |  | 2.9 |  | 321 |  | 7 |  | 2.2 |  | 37 |  | 2 |  | 5.4 |  | 55 |  | 2 |  | 3.6
Retail | 33,008 |  | 620 |  | 1.9 |  | 3,807 |  | 170 |  | 4.5 |  | 1,632 |  | 109 |  | 6.7 |  | 1,150 |  | 71 |  | 6.2
Business and Commercial Banking | 2,445 |  | 154 |  | 6.3 |  | 426 |  | 18 |  | 4.2 |  | 176 |  | 10 |  | 5.7 |  | 125 |  | 5 |  | 4.0
Corporate and Institutional Banking | 1,903 |  | 125 |  | 6.6 |  | 45 |  | 1 |  | 2.2 |  | 6 |  | – |  | – |  | 42 |  | 3 |  | 7.1
Commercial Banking | 4,348 |  | 279 |  | 6.4 |  | 471 |  | 19 |  | 4.0 |  | 182 |  | 10 |  | 5.5 |  | 167 |  | 8 |  | 4.8
Total | 37,356 |  | 899 |  | 2.4 |  | 4,278 |  | 189 |  | 4.4 |  | 1,814 |  | 119 |  | 6.6 |  | 1,317 |  | 79 |  | 6.0

1 Includes forbearance, client and product-specific indicators not reflected within quantitative PD assessments.
2 Includes assets that have triggered PD movements, or other rules, given that being 1 to 29 days in arrears in and of itself is not a Stage 2 trigger.
3 Expected credit loss allowance on loans and advances to customers (drawn and undrawn).
The Group’s assessment of a significant increase in credit risk, and resulting categorisation of Stage 2, includes customers moving into early
arrears as well as a broader assessment that an up-to-date customer has experienced a level of deterioration in credit risk since origination. A
more sophisticated assessment is required for up-to-date customers, which varies across divisions and product type. This assessment
incorporates specific triggers such as a significant proportionate increase in probability of default relative to that at origination, recent arrears,
forbearance activity, internal watch lists and external bureau flags. Up to date exposures in Stage 2 are likely to show lower levels of expected
credit loss (ECL) allowance relative to those that have already moved into arrears given that an arrears status typically reflects a stronger
indication of future default and greater likelihood of credit losses.
Retail credit performance
Portfolio overview
•The Retail portfolio has continued to deliver strong credit performance in 2025 and remains well positioned despite macroeconomic
headwinds. Consumers continue to show strength in the context of inflationary pressures
•Robust risk management remains firmly embedded, underpinned by strong affordability and indebtedness controls for lending and a prudent
risk appetite approach. Lending strategies are assessed regularly and are calibrated to reflect the latest macroeconomic conditions
•In UK mortgages, new to arrears and flow to default rates have improved during 2025, while in the unsecured portfolios and UK Motor
Finance, new to arrears and flows to default have remained low and stable
•The Retail impairment charge in 2025 was £734 million, higher than the £457 million charge for 2024 which benefitted from improvements in
the Group’s macroeconomic outlook. Excluding macroeconomic updates, the impairment charge is slightly lower than 2024 due to continued
stability in flows to default with additional write-backs from model refinements
•Retail customer related ECL allowance as a percentage of drawn loans and advances (coverage) has reduced to 0.6% (31 December 2024:
0.7%)
•Strong credit performance and higher portfolio balances have reduced Stage 2 loans and advances to 9.5% of the Retail portfolio (31
December 2024: 10.6%). Stage 2 ECL coverage reduced to 2.3% (31 D ecember 2024: 2.4%)
•Stable and low flows to default and higher portfolio balances have also resulted in a reduction in Retail Stage 3 loans and advances to 1.2%
of total loans and advances (31 December 2024: 1.3%)
•Stage 3 ECL coverage reduced to 13.8% (31 December 2024: 14.3%), largely due to continued house price increases

20 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
UK mortgages
•The UK mortgages portfolio increased to £323.8 billion (31 December 2024: £313.1 billion), driven by sustained customer demand
•New to arrears in the UK mortgages portfolio improved during 2025. The portfolio remains well positioned with a strong loan to value (LTV)
profile. Portfolio quality improved during the year, supported by robust affordability and credit controls with higher risk legacy vintage
balances continuing to reduce
•The impairment credit of £60 million for 2025 is lower than the credit of £194 million in 2024. Both years included favourable updates to the
macroeconomic outlook, predominantly via continued growth in house prices, however this benefit was more material in 2024. Excluding
macroeconomic updates, the impairment charge is favourable year-on-year due to improving flow to default rates
•Stage 2 loans and advances have reduced to 9.4 of total UK mortgages balances (31 December 2024: 10.5%) following the removal of non-
modelled adjustments previously applied to UK Bank Rate and CPI inflation in the severe downside scenario, combined with strong credit
performance and higher portfolio balances
•Continued strong credit performance and higher portfolio balances also resulted in a reduction in Stage 3 loans and advances to 1.2% (31
December 2024: 1.3%), with continued growth in house prices resulting in a reduction in Stage 3 ECL coverage to 7.7% (31 December 2024:
8.0%)
Credit cards
•Credit card balances increased to £17.9 billion (2024: £16.2 billion), driven by higher demand for new cards and increased customer spending
•The credit card portfolio is a prime book. New to arrears continue to be low and repayment rates remain strong
•The impairment charge of £321 million for 2025 is higher than the charge of £270 million in 2024, due to updates to the Group’s
macroeconomic outlook, notably upwards revisions to the unemployment forecast, compared to favourable updates in 2024. Portfolio
performance remained stable with additional write-backs from model refinements related to loss rates, and an unsecured debt sale
completed in the fourth quarter. Total ECL coverage is lower at 3.4% (31 December 2024: 4.2%)
•Stable credit performance and higher portfolio balances resulted in a reduction in Stage 2 loans and advances to 13.0% of total credit card
balances (31 December 2024: 15.0%), with lower Stage 2 ECL coverage at 11.9% (31 December 2024: 13.6%)
•Similarly, Stage 3 loans and advances reduced slightly to 1.5% (31 December 2024: 1.6%) with model refinements also contributing to reduce
Stage 3 ECL coverage to 44.2% (31 December 2024: 50.2%)
UK unsecured loans and overdrafts
•UK unsecured loans and overdraft balances increased to £12.2 billion (2024: £10.7 billion) driven by organic balance growth and lower
repayments
•The impairment charge of £257 million for 2025 is lower than the charge of £272 million for 2024, largely due to loss rate model refinements.
ECL and coverage are both lower at a total level and across all stages
•Strong credit performance and higher portfolio balances within unsecured loans resulted in a slight reduction in Stage 2 loans and advances
to 11.5% of total balances (31 December 2024: 11.6%), with Stage 2 ECL coverage lower at 15.3% (31 December 2024: 18.8%)
•Similarly, Stage 3 loans and advances remained stable at 1.6% (31 December 2024: 1.6%), with model refinements also contributing to reduce
Stage 3 ECL coverage to 58.0% (31 December 2024: 67.4%)
UK Motor Finance
•UK Motor Finance balances (which exclude operating leases) increased to £17.1 billion (2024: £16.4 billion), driven by retail demand,
alongside increased stocking
•Updates to Residual Value (RV) and Voluntary Termination (VT) provisions held against Personal Contract Purchase (PCP) and Hire Purchase
(HP) lending are included within ECL and the impairment charge. Volatility in used vehicle values have primarily driven an ECL increase to
£243 mi llion as at 31 December 2025 (31 December 2024: £178 million)
•The impairment charge of £212 million for 2025 is higher than the charge of £116 million for 2024, reflecting increased RV and VT charges
year-on-year. Increased RV and VT provisions drove increases to Stage 2 ECL coverage to 5.3% (31 December 2024: 4.8%), with Stage 2 loans
and advances increasing slightly to 16.2% (31 December 2024: 14.6%)
•Stage 3 loans and advances remained stable at 0.8% (31 December 2024: 0.8%), with Stage 3 ECL coverage reducing slightly to 56.0% (31
December 2024: 58.1%)
Other
•Other Retail loans and advances increased to £21.8 billion (31 December 2024: £18.0 billion), largely driven by growth in the European
business
•Stage 2 loans and advances reduced to 1.8% (31 December 2024: 2.9%), due to higher portfolio balances, with coverage across stages broadly
stable. Stage 3 loans and advances remained stable at 0.7% of total loans and advances (31 December 2024: 0.8%)
•There was a £4 million impairment charge in 2025, compared to a £7 million credit in 2024

21 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Commercial Banking credit performance
Portfolio overview
•Portfolio credit performance remained strong. The Group continues to monitor external developments and their impact upon the
macroeconomic climate generally and also on specific sectors within the portfolio
•Credit strategies and policy remain robust, and within risk appetite tolerances. The Group remains focused on credit underwriting and
monitoring standards, and proactively managing higher risk and cyclical sector exposures
•The Group continues to review segments of portfolios as appropriate, ensuring credit strategies, appetite, sensitivities and mitigation action
plans are up-to-date and suitable for rapid action in response to both risks and opportunities, whilst supporting clients in the right way and
ensuring the Group is protected
•Credit playbooks, covering a range of potential credit downside scenarios, are maintained and refreshed as conditions evolve. Early warning
indicators and risk appetite metrics are tracked and provide timely insight to enable proactive action where appropriate
•The Group continues to provide early support to customers in difficulty through focused risk management via its Watchlist and Business
Support framework. The approach balances prudent risk appetite with ensuring support for financially viable clients, reinforcing the Group’s
commitment to resilience and responsible client management
•Commercial Banking UK Real Estate committed drawn lending grew by £0.7 billion to £10.0 billion in 2025 (net of £2.6 billion exposures
subject to protection through significant risk transfer (SRT) securitisations). Performance has remained strong and stable within this sector,
with a decrease in cases in its Watchlist category and limited flow into Business Support
•The net impairment charge in 2025 was £60 million, versus a credit of £14 million in 2024 and includes a charge from the updated
macroeconomic outlook, including a judgemental adjustment in respect of global tariff and geo-political disruption risks. Excluding
macroeconomic updates, a small number of single name charges were observed in the first half of the year, largely isolated to a single sector
and not representative of trends across the portfolio. This has been offset by releases from Stage 1 and Stage 2 provisions capturing strong
credit performance and reducing interest rates throughout the year
•ECL allowances decreased in the year to £883 million in 2025 (31 December 2024: £985 million), also as a result of favourable model updates
partially offset by single name cases
•Stage 2 loans and advances increased to £5,364 million (31 December 2024: £5,168 million). Stage 2 as a proportion of total loans and
advances to customers is stable at 5.9% (31 December 2024: 5.8%) with stable credit performance and model updates resulting in lower
Stage 2 ECL coverage at 5.6% (31 December 2024: 6.1%)
•Stage 3 loans and advances decreased to £1,757 million (31 December 2024: £ 1,839 million) and as a proportion of total loans and advances
to customers to 1.9% (31 December 2024: 2.1%), given movements in the first half of 2025. Stage 3 ECL coverage is lower at 21.8%
(31 December 2024: 22.6%)
Business and Commercial Banking
•Business and Commercial Banking lending reduced to £28.7 billion (31 December 2024: £30.2 billion), driven by government-backed lending
repayments. Excluding these, the lending portfolio grew in the year
•A net impairment credit of £53 million in 2025 compares to a charge of £47 million in 2024, driven by improved expectations for accounts in
recoveries alongside continued strong credit performance
•Stage 2 loans and advances increased to £3,329 million (31 December 2024: £3,172 million). Stage 2 as a proportion of total loans and
advances to customers increased to 11.6% (31 December 2024: 10.5%), while Stage 2 ECL coverage decreased to 5.0% (31 December 2024:
5.9%) following model updates
•Stage 3 loans and advances decreased to £979 million (31 December 2024: £1,197 million), primarily driven by repayments and reduced to
3.4% (31 December 2024: 4.0%) as a proportion of total loans and advances. Stage 3 ECL coverage reduced to 12.3% (31 December 2024:
13.9%)
Corporate and Institutional Banking
•Corporate and Institutional lending grew to £62.5 billion (31 December 2024: £58.3 billion), reflecting growth in Institutional balances
including securitised products, alongside corporate infrastructure growth
•A net impairment charge of £113 million in 2025 compares to an impairment credit of £61 million in 2024, driven by a small number of single
name charges, primarily in the first half of the year
•Stage 2 loans and advances increased to £2,035 million (31 December 2024: £1,996 million). Stage 2 as a proportion of total loans and
advances to customers is stable at 3.3% (31 December 2024: 3.4%), with Stage 2 ECL coverage at 6.7% (31 December 2024: 6.5%)
•Stage 3 loans and advances increased to £778 million (31 December 2024: £642 million) and as a proportion of total loans and advances to
customers to 1.2% (31 December 2024: 1.1%), driven by a small number of single name transfers to Stage 3, mainly in the first half of the year.
Stage 3 ECL coverage decreased to 33.8% (31 December 2024: 38.8%) following the write-off of a large longstanding case that was fully
provided for
Included in the sections incorporated by reference below are disclosures marked as audited. Such disclosures marked as audited form part of
the audited consolidated financial statements included in Item 18. Reference is made to:
•“Movements in balances for the year ended 31 December 2025 (audited)” on page 164 of the Annual Report 2025;
•“Movements in balances for the year ended 31 December 2024 (audited)” on page 165 of the Annual Report 2025;
•“Concentrations of exposure (audited)” on page 165 of the Annual Report 2025;
•“Forbearance” on page 166 of the Annual Report 2025;
•“Credit quality of loans and advances to customers (audited)” on pages 166 to 168 of the Annual Report 2025;
•“Retail UK mortgage balance movements (audited)” on page 170 of the Annual Report 2025;
•“UK mortgages product analysis (statutory basis)” on page 171 of the Annual Report 2025;
•“Interest-only UK mortgages” on page 171 of the Annual Report 2025;
•“Collateral held as security for Retail loans and advances to customers (audited)” on page 172 of the Annual Report 2025;
•“Other Retail lending” and “Retail credit card balance movements (audited)” on page 173 of the Annual Report 2025;
•“Commercial Banking balance movements (audited)” on page 175 of the Annual Report 2025;
•“Collateral held as security for Commercial Banking loans and advances to customers (audited)” on page 176 of the Annual Report 2025;
•“Commercial Banking UK Real Estate” on page 176 of the Annual Report 2025;
•“Credit quality of other financial assets (audited)” on page 177 of the Annual Report 2025; and
•“Collateral held as security for other financial assets (audited)” on page 178 of the Annual Report 2025

22 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Glossary

Term used | US equivalent or brief description
Accounts | Financial statements.
Articles of association | Articles and bylaws.
Associates | Long-term equity investments accounted for by the equity method.
Balance sheet | Statement of financial position.
Broking | Brokerage.
Building society | A building society is a mutual institution set up to lend money to its members for house purchases.
Buy-to-let mortgages | Buy-to-let mortgages are those mortgages offered to customers purchasing residential property as a rental investment.
Called-up share capital | Ordinary shares, issued and fully paid.
Contract hire | Leasing.
Creditors | Payables.
Debtors | Receivables.
Deferred tax | Deferred income tax.
Finance lease | Capital lease.
Freehold | Ownership with absolute rights in perpetuity.
Leasehold | Land or property which is rented from the owner for a specified term under a lease. At the expiry of the term the land or property reverts back to the owner.
Life assurance | Life insurance.
Net income | Profit before tax, excluding total costs and underlying impairment
Nominal value | Par value.
Open Ended Investment Company (OEIC) | Mutual fund.
Ordinary shares | Common stock.
Overdraft | A line of credit, contractually repayable on demand unless a fixed-term has been agreed, established through a customer’s current account.
Preference shares | Preferred stock.
Premises | Real estate.
Profit attributable to equity shareholders | Net income.
Provisions | Reserves.
Regular premium | Premiums which are payable throughout the duration of a policy or for some shorter fixed period.
Reinsurance | The insuring again by an insurer of the whole or part of a risk that it has already insured with another insurer called a reinsurer.
Retained profits | Retained earnings.
Share capital | Capital stock.
Shareholders’ equity | Stockholders’ equity.
Share premium account | Additional paid-in capital.
Shares in issue | Shares outstanding.
Specialist mortgages | Specialist mortgages include those mortgage loans provided to customers who have self-certified their income. New mortgage lending of this type has not been offered by the Group since early 2009.
Undistributable reserves | Restricted surplus.
Write-offs | Charge-offs.

Reference is made to the sections titled:
•“Regulation” under Item 4.B - “Business overview” on page 8;
•“Group structure and ring-fencing governance arrangements” under Item 4.B - “Business overview” on page 5; and
•“Legal actions and regulatory matters” under Item 8 - “Financial Information” on page 26.
B.Liquidity and capital resources
Reference is made to the sections titled:
•“Capital risk” on pages 144 to 145 and pages 147 to 150 of the Annual Report 2025; and
•“Capital returns” and “Minimum requirement for own funds and eligible liabilities (MREL)” on pages 145 and 146 of the Annual Report 2025
•“Liquidity risk” on pages 181 to 186 of the Annual Report 2025;
•“Market risk” on pages 187 to 193 of the Annual Report 2025;
•"Note 16: Measurement basis of financial assets and liabilities" on pages 255 to 256 of the Annual Report 2025;
•"Note 19: Derivative financial instruments" on pages 269 to 271 Annual Report 2025; and
•“Note 36: Contingent liabilities, commitments and financial guarantees - Capital commitments” on pages 291 to 292 of the Annual Report
2025
for information on the liquidity and capital resources.

23 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Investment portfolio, maturities, deposits
Reference is made to the sections titled:
•“Investment portfolio, maturities, deposits” section under Item 4.B - “Business overview” on page 7; and
•“Liquidity risk - Analysis of 2025 term issuance (audited)” on page 183 of the Annual Report 2025
The majority of the Group cash and cash equivalents are held in sterling.
C.Research and development, patents and licenses etc.
Reference is made to the section titled “Other statutory and regulatory information - Research and development activities” on page 135 of the
Annual Report 2025.
D.Trend information
Reference is made to the “Our external environment” section on pages 10 to 13 of the Annual Report 2025 for information on trend
information.
E.Critical accounting estimates
Reference is made to “Note 3: Critical accounting judgements and key sources of estimation uncertainty” on page 228 of the Annual Report
2025 for information on critical accounting estimates.
Item 6. Directors, Senior Management and Employees
A.Directors and senior management
The Group is led by the Board comprising a Chair (who was independent on appointment), independent non-executive directors and executive
directors with a wide range of experience. The appointment of directors is considered by the Nomination and Governance Committee and
approved by the Board. Following the provisions in the articles of association, directors must stand for election by the shareholders at the first
annual general meeting following their appointment. In line with UK Corporate Governance best practice, all directors are subject to annual re-
election by shareholders at each annual general meeting thereafter. The service contracts of all current executive directors are terminable on 12
months’ notice from the Group and six months’ notice from the individual. The Chair also has a letter of appointment. The Chair’s engagement
may be terminated on six months’ notice by either party. The Chair and the independent non-executive directors are not entitled to receive any
payment for loss of office (other than in the case of the Chair’s fees for the six month notice period). Independent non-executive directors are
appointed for an initial term of three years after which their appointment may continue subject to an annual review. Their appointment may be
terminated, in accordance with statute, regulation and the articles of association, at any time with immediate effect and without
compensation.
The Board meets regularly. In 2025, a total of 10 meetings were held.
The roles of the Chair, the Group Chief Executive and the Board and its governance arrangements, including the schedule of matters specifically
reserved to the Board for decision, are periodically reviewed. The matters reserved to the Board for decision include the approval of the annual
report and accounts and any other financial statements; the payment of dividends; the long-term objectives of the Group; the strategies
necessary to achieve these objectives; the Group’s medium-term plan and annual budget; significant investments and disposals; the basis of
allocation of capital within the Group; the organisational structure of the Group; the arrangements for ensuring that the Group manages risks
effectively; any significant change in accounting policies or practices; the appointment of the Company’s main professional advisers and their
fees (where material) other than the external auditors, whose fees are (subject to shareholder approval) approved by a Committee of the
Board; and the determination of Board and Committee structures, together with their size and composition.
According to the articles of association, the business and affairs of the Company are managed by the directors, who have delegated to
management the power to make decisions on operational matters, including those relating to credit, liquidity and market risk, within an agreed
framework.
All directors have access to the services of the Company Secretary and independent professional advice is available to the directors at the
Group’s expense, where they judge it necessary to discharge their duties as directors.
The Chair has a private discussion at least once a year with each director on a wide range of issues affecting the Group, including any matters
which the directors, individually, wish to raise.
There is an induction programme for all directors, which is tailored to their specific requirements having regard to their specific role on the
Board and their skills and experience to date.
Reference is made to the sections titled:
•“Our Board” on pages 68 to 69 of the Annual Report 2025;
•“Our Group Executive Committee” on page 71 of the Annual Report 2025;
•“Our governance structure and responsibilities” on pages 72 to 73 of the Annual Report 2025;
•“Board activities” on pages 74 to 75 of the Annual Report 2025;
•“Engaging with our stakeholders” on pages 76 to 78 of the Annual Report 2025;
•“Our culture in action” on page 79 of the Annual Report 2025;
•“Sustainability governance” on pages 80 to 81 of the Annual Report 2025; and
•“Board performance” on pages 82 to 83 of the Annual Report 2025.

24 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
B.Compensation
For information on compensation, reference is made to the sections titled:
•“Directors’ remuneration report” on page s 98 to 110, pages 112 to 116 and pages 118 to 133 of the A nnual Report 2025 (note the Director’s
remuneration report has not been audited under PCAOB standards);
•“Note 10: Operating expenses” on pa ge 242 of the Annu al Report 2025;
•“Note 11: Share-based payments” on page s 243 to 245 o f the Annual Report 2025; and
•“Note 12: Retirement benefit obligations” on pages 245 to 250 of the Annual Report 2025.
C.Board practices
Please see “Item 19.C - Exhibits” for information on directors' service contracts.
For information on board practices, reference is made to the sections titled:
•“Our Board” on pages 68 to 69 of the Annual Report 2025;
•“Board performance” on pages 82 to 83 of the Annual Report 2025;
•“Nomination and Governance Committee report” on pages 85 to 86 of the Annual Report 2025;
•“Audit Committee report” on pages 88 to 91 of the Annual Report 2025 (except for the section titled “Viability statement” on page 90 of
the Annual Report 2025, which is not incorporated by reference in this Annual Report on Form 20-F);
•“Board Risk Committee report” on pages 92 to 96 of the Annual Report 2025;
•“Responsible Business Committee report” on page 97 of the Annual Report 2025;
•“Remuneration Committee Chair’s statement” on page s 98 to 102 of t he Annual Report 2025;
•“Remuneration Committee” on page 105 of t he Annual Report 2025;
•“2023 Directors’ Remuneration Policy summary and 2025 implementation” on pag es 106 to 107 of t he Annual Report 2025; and
•“Service agreements” and “Letters of appointment” on pages 130 to 131 of the Annual Report 2025.
D.Employees
As at 31 December 2025, the Group employed 60,061 people (on a full-time equivalent basis), compared with 61,228 at 31 December 2024 and
62,569 at 31 December 2023. At 31 December 2025, 55,266 employees were located in the UK, 760 in continental Europe, 185 in the Americas,
and 3,851 in the rest of the world. At the same date, 27,574 people were employed in Retail, 7,955 in Commercial Banking, 6,025 in Insurance,
Pensions and Investments, and 18,507 in other functions. Within Retail, Commercial Banking, Insurance, Pensions and Investments and other
functions there were 659 agency staff. During 2025, the Group’s non-permanent worker population increased by 2.6% to 24,005 at 31
December 2025, with an average of 23,879 during the year.
The Group has the Code of Ethics and Responsibility which applies to all employees. The Code of Ethics and Responsibility can be found at:
https://www.lloydsbankinggroup.com/sustainability/esg-policies-downloads.html.
An evolved approach to colleague engagement and collective representation was implemented during 2025. This new approach introduced
three forums to better represent colleagues at grades where trade union membership is low. The forums include the People Forum, the People
Consultation Forum, and the Management Advisory Forum. The Group also recognises two Trade Unions for collective bargaining purposes at
the three most junior grades. The Group also continues its engagement with Works Councils.
E.Share ownership
Reference is made to the section titled “Note 2(K): Accounting Policies (Employee benefits)” on pa ge 223 of th e Annual Report 2025 and “Note
11: Share-based payments” on page s 243 to 245 o f the Annual Report 2025 for information on share ownership.
Reference is made to the tables titled “Directors’ share interests and share awards (audited)”, “Outstanding share plan interests (audited)” and
“Outstanding cash awards (audited)” on page s 114 to 115 of the Annual Report 2025.
F.Disclosure of a registrant's action to recover erroneously awarded compensation
There was no erroneously awarded compensation to management.
In 2023, the Group introduced a separate Performance Adjustment Policy which is specifically designed to comply with SEC rules which require
listed firms in the US (including foreign issuers such as Lloyds Banking Group) to be able to recover certain variable awards in the event of a
restatement of the company’s financial statements. This applies to awards made to the Group Executive Committee Members from 2 October
2023.

25 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Item 7. Major Shareholders and Related Party Transactions
A.Major shareholders
All shareholders within a class of the Company’s shares have the same voting rights. As at 5 February 2026 the Company had received
notification under the FCA Disclosure Guidance and Transparency Rules (‘DTR’) of the following holdings in the Company’s issued ordinary share
capital.

| Interest in shares 1 | % of issued share capital /voting rights 2
BlackRock, Inc.3 | 3,668,756,765 | 5.14%
Norges Bank 4 | 1,935,747,756 | 3.02%

1 On 31 October 2018, Harris Associates L.P. made a disclosure under the DTR of a decrease in its indirect holding, to 3,551,514,571 ordinary shares, representing 4.99% of that share
class.On 19 May 2020, Harris Associates L.P. made a disclosure under the DTR of an increase in its holding to 3,523,149,161 ordinary shares, representing 5.00% of that share class. On
8 July 2021, Harris Associates L.P. made a disclosure under the DTR of a decrease in its holding to 3,545,505,426 ordinary shares, representing 4.99% of that share class. On 14 July
2021, Harris Associates L.P. made a disclosure under the DTR of an increase in its holding to 3,560,036,794 ordinary shares, representing 5.01% of that share class. On 19 July 2021,
Harris Associates L.P. made a further disclosure under the DTR of a decrease in its holding to 3,546,216,787 ordinary shares, representing 4.99% of that share class. It is understood
that Harris Associates L.P. disposed of their holding during the course of 2025.
2 Percentage correct as at the date of notification. All holdings are direct unless stated to the contrary.
3 The notification of 13 May 2015 provided by BlackRock, Inc. under Rule 5 of the DTR identifies (i) an indirect holding of 3,599,451,380 shares in the Company representing 5.04% of
the voting rights in the Company as at 12 May 2015, and (ii) a holding of 69,305,385 in other financial instruments in respect of the Company representing 0.09% of the voting rights
of the Company as at 12 May 2015. BlackRock, Inc.’s holding most recently notified to the Company under Rule 5 of the DTR varies from the holding disclosed in BlackRock, Inc.’s
Schedule 13-G filing with the SEC dated 8 February 2024, which identifies beneficial ownership of 5,352,886,800 shares in the Company representing 8.4% of the issued share
capital in the Company. This variance is attributable to different notification and disclosure requirements between these regulatory regimes. The notifiable holding by BlackRock,
Inc. received by the Company has not changed since 31 December 2015. Prior to 31 December 2015, BlackRock, Inc.’s holding in the Company was not required to be disclosed under
the SEC rules.
4 Holding is composed of 1,927,747,756 ordinary shares, and 8,000,000 American Depositary Receipts.
As at 5 February 2026, the Company had 2,044,799 registered ordinary shareholders. The majority of the Company’s ordinary shareholders are
registered in the United Kingdom. 2,400,874,341 ordinary shares, representing 4.07% of the Company’s issued share capital, were held by BNY
Mellon as depositary for the ordinary share American Depositary Share Programme through which there were 188 record holders.
Additionally, the majority of the Company’s preference shareholders are registered in the United Kingdom, with a further one record holder with
an address in the United States registered through the Company’s preference share American Depositary Share Programme.
B.Related party transactions
Reference is made to the section titled “Note 35: Related party transactions” on pages 290 to 291 of the Annual Report 2025 for information
on related party transactions.
C.Interests of experts and counsel
Not applicable.
Item 8. Financial Information
A.Consolidated statements and other financial information
The “Consolidated Financial Statements” and “Notes to the Consolidated Financial Statements”, on pages 211 to 296 of the Annual Report
2025 are incorporated herein by reference.
See also Item 18 - “Financial Statements” on page 33. The audit opinion of Deloitte LLP (PCAOB ID No. 1147) is also included in Item 18.
Dividends and share buybacks
The Company’s ability to pay dividends is restricted under UK company law. Dividends may only be paid if distributable profits are available for
that purpose. In the case of a public limited company, a dividend may only be paid if the amount of net assets is not less than the aggregate of
the called-up share capital and undistributable reserves and if the payment of the dividend will not reduce the amount of the net assets to less
than that aggregate. In addition, a company cannot pay a dividend if any of its UK insurance subsidiaries is insolvent on a regulatory valuation
basis or, in the case of regulated entities, if the payment of a dividend results in regulatory capital requirements not being met. Similar
restrictions exist over the ability of the Company’s subsidiary companies to pay dividends to their immediate parent companies. Furthermore, in
the case of the Company, dividends may only be paid if sufficient distributable profits are available for distributions due in the financial year on
certain preferred securities. The Board has the discretion to decide whether to pay a dividend and the amount of any dividend. In making this
decision, the board is mindful of the level of dividend cover and, consequently, profit growth may not necessarily result in increases in the
dividend. In the case of American Depositary Shares, dividends are paid through The Bank of New York Mellon which acts as paying and transfer
agent.
The Group has a progressive and sustainable ordinary dividend policy whilst maintaining the flexibility to return further surplus capital through
buybacks or special dividends.
In February 2025, the Board approved an ordinary share buyback programme of up to £1.7 billion to return surplus capital in respect of 2024.
This commenced in February 2025 and completed in December 2025, with c.2.2 billion ordinary shares repurchased.
In respect of 2025, the Board has recommended a final ordinary dividend of 2.43 pence per share, which, together with the interim ordinary
dividend of 1.22 pence per share totals 3.65 pence per share, an increase of 15% compared to 2024, in line with the Board’s commitment to a
progressive and sustainable ordinary dividend. On 30 January 2026, the Group announced the launch of an ordinary share buyback of up to
£1.75 billion, which is expected to be completed, subject to continued authority from the PRA, by 31 December 2026.
Based on the total ordinary dividend and the announced ordinary share buyback the total capital return in respect of 2025 will be up to
£3.9 billion, equivalent to c.6% (as at 26 January 2026) of the Group’s market capitalisation value.
The table below sets out the interim and final dividends declared in respect of the ordinary shares for fiscal years 2021 through 2025. The
Sterling amounts have been converted into US Dollars at the Noon Buying Rate in effect on each payment date with the exception of the
recommended final dividend for 2025, for which the Sterling amount has been converted into US Dollars at the Noon Buying Rate on 5 February
2026.

26 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued

| Interim ordinary dividend per share (pence) | Interim ordinary dividend per share (cents) | Final ordinary dividend per share (pence) | Final ordinary dividend per share (cents)
2021 | 0.67 | 0.93 | 1.33 | 1.66
2022 | 0.80 | 0.94 | 1.60 | 1.99
2023 | 0.92 | 1.15 | 1.84 | 2.32
2024 | 1.06 | 1.38 | 2.11 | 2.66
2025 | 1.22 | 1.65 | 2.43 | 3.29

Legal actions and regulatory matters
During the ordinary course of business the Group is subject to threatened or actual legal proceedings and regulatory reviews and investigations
both in the UK and overseas. Further discussion on the Group’s regulatory and legal provisions is set out in “Note 28: Provisions” on pages 283 to
285 of the Annual Report 2025 and its contingent liabilities relating to other legal actions and regulatory matters is set out in “Note 36:
Contingent liabilities, commitments and financial guarantees” on pages 291 to 292 of the Annual Report 2025.
B. Significant changes
No significant change has occurred since the date of the annual financial statements.
Item 9. The Offer and Listing
A.Offer and listing details
The ordinary shares of the Company are listed and traded on the London Stock Exchange under the symbol ‘LLOY’. The prices for shares as
quoted in the official list of the London Stock Exchange are in pounds Sterling.
The Company’s American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE) under the symbol ‘LYG’. Each ADS
represents four ordinary shares.
B.Plan of distribution
Not applicable.
C.Markets
Please refer to Item 9.A - “Offer and listing details” on page 26. In addition, as shown in the cover of this Annual Report on Form 20-F, certain
debt securities issued by the Company are listed and traded on the NYSE, and the Company’s Additional Tier 1 Securities also listed in the cover
of this Annual Report on Form 20-F are listed and traded on Euronext Dublin.
D.Selling shareholders
Not applicable.
E.Dilution
Not applicable.
F.Expenses of the issue
Not applicable.
Item 10. Additional Information
A.Share capital
Not applicable.
B.Memorandum of articles of association
For information regarding the Articles of Association, please refer to the discussion under the corresponding section of the Annual Report on
Form 20-F for the year ended 31 December 2021, filed with the SEC on 28 February 2022, which discussion is hereby incorporated by reference
into this Annual Report on Form 20-F.
C.Material contracts
The Company and its subsidiaries are party to various contracts in the ordinary course of business. There have been no material contracts, other
than contracts entered into in the ordinary course of business, to which Lloyds Banking Group plc or any member of the Group became a party
in 2025.
D.Exchange controls
There are no UK laws, decrees or regulations that restrict the Company’s import or export of capital, including the availability of cash and cash
equivalents for use by Lloyds Banking Group, or that affect the remittance of dividends, interest or other shareholders’ payments to non-UK
holders of the Company’s shares, except as set out in Taxation.

27 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
E.Taxation
The following discussion is intended only as a general guide to current UK and US federal income tax considerations relevant to US holders (as
defined below in the section on US federal income tax considerations) of Lloyds Banking Group ordinary shares or ADSs who are not resident in
the UK for UK tax purposes. It is based on current law and tax authority practice and the terms of the current UK/US income tax treaty (the
Treaty), all of which are subject to change at any time, possibly with retroactive effect.
This summary does not consider your personal circumstances, and it is not a substitute for tax advice. Any person who is in any doubt as to their
tax position should consult their own professional adviser.
UK taxation of chargeable gains
Subject to the provisions set out in the next paragraph in relation to temporary non-residents, US holders generally will not be liable for UK tax
on chargeable gains unless they carry on a trade, profession or vocation in the UK through a branch or agency and the ordinary shares or ADSs
are or have been used or held by or for the purposes of the branch or agency, in which case such US holders might, depending on individual
circumstances, be liable to UK tax on chargeable gains on any disposition of ordinary shares or ADSs.
An individual US holder who is only temporarily not resident in the UK may, under anti-avoidance legislation, still be liable for UK tax on
chargeable gains realised, subject to any available exemption, relief and/or foreign tax credit.
UK taxation of dividends
The Company will not be required to withhold tax at source when paying a dividend on the ordinary shares or ADSs to a US holder.
Stamp duty and stamp duty reserve tax
Any conveyance or transfer on sale of ordinary shares (whether effected using the CREST settlement system or not) will be subject to UK stamp
duty or stamp duty reserve tax (SDRT). The transfer on sale of ordinary shares will be liable to ad valorem UK stamp duty or SDRT, generally at
the rate of 0.5% of the consideration paid (rounded up to the next multiple of £5 in the case of stamp duty). Stamp duty is usually the liability
of the purchaser or transferee of the ordinary shares. An unconditional agreement to transfer such ordinary shares will be liable to SDRT,
generally at the rate of 0.5% of the consideration paid, but such liability will be cancelled, or, if already paid, refunded, if the agreement is
completed by a duly stamped transfer within six years of the agreement having become unconditional. SDRT is normally the liability of the
purchaser or transferee of the ordinary shares.
UK tax law provides that when a holder of ordinary shares transfers such shares to the custodian or nominee for the depositary to facilitate the
issue of ADSs to a person representing the ordinary shares or to a person providing clearance services (or their nominee or agent), a liability to
UK stamp duty or SDRT at the rate of 1.5% (rounded up to the next multiple of £5 in the case of stamp duty) of the listed price of the ordinary
shares, calculated in sterling, will arise. Where a holder of ordinary shares transfers such shares to the custodian or nominee for the depositary
or clearance services this charge will generally apply, and generally be payable by the person receiving the ADSs or transferring the ordinary
shares into the clearance service. However, such transfers of ordinary shares will not attract a liability to stamp duty or SDRT where they satisfy
the conditions of an exemption or relief, including exemptions which can apply to certain transfers made in the course of capital raising or
qualifying listing arrangements.
Specific professional advice should be sought before paying a 1.5% stamp duty or SDRT charge in any circumstances. No liability to stamp duty
or SDRT will arise as a result of the cancellation of any ADSs with the ordinary shares that they represent being transferred to the ADS holder.
No liability to UK stamp duty or SDRT will arise on a transfer of ADSs provided that any document that gives effect to such transfer is not
executed in the UK and remains at all subsequent times outside the UK. An agreement to transfer ADSs will not give rise to a liability to SDRT.
US federal income tax considerations
The following summary describes material US federal income tax consequences of the ownership and disposition of ADSs or ordinary shares to
the US holders described below, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant
to a decision to own such securities. The summary applies only to US holders that hold ADSs or ordinary shares as capital assets for US federal
income tax purposes.
This discussion does not address any minimum or Medicare Contribution tax consequences, nor does it address US federal tax consequences to
US holders that are subject to special rules, such as:
•certain financial institutions;
•dealers or electing traders in securities that use a mark-to-market method of tax accounting;
•persons holding ADSs or ordinary shares as part of a hedge, straddle, wash sale, conversion or other integrated transaction or holders
entering into a constructive sale with respect to ADSs or ordinary shares;
•persons whose functional currency for US federal income tax purposes is not the US Dollar;
•persons who acquired ADSs or ordinary shares pursuant to the exercise of any employee stock option or otherwise as compensation;
•tax-exempt entities, ‘individual retirement accounts’ or ‘Roth IRAs’;
•persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the United States;
•partnerships or other entities classified as partnerships for US federal income tax purposes; or
•persons that own or are deemed to own 10% or more (by vote or value) of the stock of the Company.
If an entity that is classified as a partnership for US federal income tax purposes owns ADSs or ordinary shares, the US federal income tax
treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning ADSs or
ordinary shares and partners in such partnerships should consult their tax advisers as to the particular US federal income tax consequences of
owning and disposing of the ADSs or ordinary shares.
This summary is based on the US Internal Revenue Code of 1986, as amended (the Code), administrative pronouncements, judicial decisions and
final, temporary and proposed Treasury Regulations, as well as the Treaty, all as of the date hereof, changes to any of which may affect the tax
consequences described herein, possibly with retroactive effect. It assumes that each obligation provided for in or otherwise contemplated by
the Deposit Agreement will be performed in accordance with its terms.
As used herein, a ‘US holder’ is a person that is, for US federal income tax purposes, a beneficial owner of ADSs or ordinary shares and:
•a citizen or individual resident of the United States;
•a corporation, or other entity taxable as a corporation, created or organised in or under the laws of the United States, any state therein or
the District of Columbia; or
•an estate or trust the income of which is subject to US federal income taxation regardless of its source.
In general, a US holder who owns ADSs should be treated as the owner of the underlying shares represented by those ADSs for US federal
income tax purposes. Accordingly, no gain or loss should be recognised if a US holder exchanges ADSs for the underlying shares represented by
those ADSs.

28 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Owners of ADSs or ordinary shares should consult their tax advisers as to the US, UK or other tax consequences of the ownership and
disposition of such securities in their particular circumstances, including the effect of any US state or local tax laws.
Taxation of distributions
Distributions paid on ADSs or ordinary shares, other than certain pro rata distributions of ordinary shares, will generally be treated as dividends
to the extent paid out of the Company’s current or accumulated earnings and profits (as determined in accordance with US federal income tax
principles). Because the Company does not maintain calculations of its earnings and profits under US federal income tax principles, it is
expected that distributions generally will be reported to US holders as dividends. The dividends will generally be foreign-source income to US
holders and will not be eligible for the dividends-received deduction generally allowed to US corporations under the Code.
Subject to applicable limitations, dividends paid to certain non-corporate US holders may be taxable at favourable rates. Non-corporate US
holders should consult their tax advisers to determine whether the favourable rates will apply to dividends they receive and whether they are
subject to any special rules that limit their ability to be taxed at these favourable rates.
Dividends will be included in a US holder’s income on the date of the US holder’s or, in the case of ADSs, the depositary’s receipt of the
dividend. The amount of any dividend income will equal the US Dollar value of the pounds Sterling received, calculated by reference to the
exchange rate in effect on the date of receipt regardless of whether the payment is converted into US Dollars on the date of receipt. If the
pounds Sterling received as a dividend are not converted into US Dollars on the date of receipt, then the US holder’s tax basis in the pounds
Sterling received will equal their US Dollar value on the date of receipt and the US holder may realise a foreign exchange gain or loss on the
subsequent conversion into US Dollars. Generally, any gains or losses resulting from the conversion of pounds Sterling into US Dollars will be
treated as US-source ordinary income or loss.
Taxation of capital gains
Gain or loss realised by a US holder on a sale or other disposition of ADSs or ordinary shares will generally be subject to US federal income tax as
capital gain or loss in an amount equal to the difference between the US holder’s tax basis in the ADSs or ordinary shares disposed of and the
amount realised on the disposition, in each case as determined in US Dollars. Gains or losses, if any, will generally be US-source and will be long-
term if the US holder held the ADSs or ordinary shares for more than one year. The deductibility of losses is subject to limitations.
Any UK stamp duty or SDRT imposed upon transfers of ADSs or ordinary shares will not be treated as a creditable foreign tax for US federal
income tax purposes. US holders should consult their tax advisers regarding whether any such UK stamp duty or SDRT may be deductible or
reduce the amount of gain (or increase the amount of loss) recognised upon a sale or other disposition of the ADSs or ordinary shares.
Information reporting and backup withholding
Dividends paid on, and the sale proceeds from, ADSs or ordinary shares that are made within the US or through certain US-related financial
intermediaries may be subject to information reporting and backup withholding requirements unless the US holder:
•is a corporation or other exempt recipient, or
•in the case of backup withholding, provides a correct taxpayer identification number and certifies that it is not subject to backup
withholding.
The amount of any backup withholding from a payment to a US holder will be allowed as a credit against the US holder’s US federal income tax
liability and may entitle it to a refund, provided that the required information is furnished on a timely basis to the Internal Revenue Service.
F.Dividends and paying agents
Not applicable.
G.Statements by experts
Not applicable.
H.Documents on display
Documents referred to and filed with the SEC together with this Annual Report on Form 20-F can be read and copied at the SEC’s public
reference room located at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms.
Copies of this Annual Report on Form 20-F as well as the Annual Report 2025 can be downloaded from the Financial Downloads page at
www.lloydsbankinggroup.com. The contents of this website are not incorporated by reference into this Annual Report on Form 20-F. This
Annual Report on Form 20-F is also filed and can be viewed via EDGAR on www.sec.gov.
I.Subsidiary information
Reference is made to the Item 4.C - “Organisational structure” on page 10.
J.Annual Report to Security Holders
The Company intends to submit any annual report provided to security holders in electronic format as an exhibit to a current report on Form 6-
K.
Item 11. Qualitative and Quantitative Disclosures About Market Risk
Reference is made to the sections titled:
•“Credit Risk” on pages 15 to 21;
•“Market Risk” on pages 187 to 193 of the Annual Report 2025; and
•“Note 39: Financial risk management” on page 294 of the Annual Report 2025
for information on market risk.
Reference is made to the “Loan portfolio” section under Item 4.B - “Business overview” on page 6.

29 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part I continued
Item 12. Description of Securities Other than Equity Securities
A.Debt securities
Not applicable.
B.Warrants and rights
Not applicable.
C.Other securities
Not applicable.
D.American Depositary Shares
ADR fees
The Company's American Depositary Shares (ADSs) are listed on the NYSE under the symbol “LYG”. Each ADS represents four ordinary shares.
The Group’s depositary, The Bank of New York Mellon (240 Greenwich Street, New York, New York 10286), collects its fees for delivery and
surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for
them. The depositary collects fees for making cash distributions to investors (including dividends) by deducting those fees from the amounts
distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by
deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them.
The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

Persons depositing or withdrawing shares must pay: | For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property. Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.
$.02 (or less) per ADS | Any cash distribution to ADS registered holders (including dividends).
A fee equivalent to the fee that would be payable if securities distributed had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders.
$.02 (or less) per ADSs per calendar year | Depositary services.
Registration or transfer fees | Transfer and registration of shares on the share register to or from the name of the depositary or its agent when you deposit or withdraw shares.
Expenses of the depositary | Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement). Converting foreign currency to US Dollars.
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | As necessary.
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary.

Fees received to date
In 2025, the Company received from the depositary $1,841,816 for continuing annual stock exchange listing fees, standard out-of-pocket
maintenance costs for the ADSs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing
and distributing dividend checks, electronic filing of US Federal tax information, mailing required tax forms, stationery, postage, facsimile, and
telephone calls), any applicable performance indicators relating to the ADS facility, underwriting fees and legal fees. It also includes
reimbursements for certain investor relations programs or special investor relations promotional activities.
Fees to be paid in the future
The Bank of New York Mellon, as depositary, has agreed to reimburse the Company for maintenance expenses that they incur for the ADS
program. The depositary has agreed to pay the standard out-of-pocket maintenance costs for the ADSs, which consist of the expenses of
postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of US Federal
tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company
annually for certain investor relationship programs or special investor relations promotional activities. The depositary has agreed to provide
payments to the Company based on the level of issuance, cancellation and dividend fees.
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.

30 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part II continued
Item 15. Controls and Procedures
Reference is made to the section titled “Board responsibility”, “Control effectiveness review” and “Reviews by the Board” on page 84 of the
Annual Report 2025 for information on controls and procedures.
Statement on US Corporate Governance Standards
The Board is committed to the delivery of the Group’s strategy which is underpinned by high standards of corporate governance designed to
ensure consistency and rigour in its decision making. This report explains how those standards, in particular, those laid down in the Financial
Reporting Council’s UK Corporate Governance Code 2024 (the “UK Code”), apply in practice to ensure that the Board and management work
together for the long-term benefit of the Company and its shareholders. The UK Code can be accessed at www.frc.org.uk.
To assist the Board in carrying out its functions and to provide independent oversight of internal control and risk management, certain
responsibilities are delegated to the Board’s Committees. The Board is kept up to date on the activities of the Committees through reports from
each of the Committee Chairs. Terms of Reference for each of the Committees are available on the website at www.lloydsbankinggroup.com.
Information on the role and activities of the Nomination and Governance Committee, the Audit Committee, the Board Risk Committee and the
Responsible Business Committee can be found on pages 85 to 86 and 88 to 97 of the Annual Report 2025 (except “Viability statement” o n
page 90 of the Annual Report 2025), which are incorporated by reference in this Annual Report on Form 20-F. For additional information about
the Group's internal and external audit functions, reference is made to the sections “Internal control” on page 84 of the Annual Report 2025
and the “Audit Committee report” on pages 88 to 91 of the Annual Report 2025, except for the “Viability statement” on pag e 90 of th e Annual
Report 2025. Further information about the work of the Remuneration Committee is included on page 105 of the Annual Report 2025.
As a non-US company listed on the NYSE the Company is required to disclose any significant ways in which its corporate governance practices
differ from those followed by domestic US companies listed on the NYSE, key differences are set out in the paragraphs below. As the Company’s
main listing is on the London Stock Exchange, it follows the principles contained in the UK Code. The Group confirms that it applied the
principles and complied with all the relevant provisions of the Code throughout 2025. Compliance with the UK Code is discussed further on
page 67 of the Annual Report 2025.
The NYSE corporate governance listing standards require domestic US companies to adopt and disclose corporate governance policies. For the
Company, consistent with the principles of the UK Code, the Nomination and Governance Committee sets the corporate governance principles
applicable to the Company and oversees the annual evaluation of the performance of the Board, its Committees and its individual members.
Under the NYSE corporate governance listing standards, the remuneration, nomination and governance committees of domestic US companies
must be comprised of entirely independent directors. However for the Company, again consistent with the principles of the UK Code, the
Remuneration Committee and the Nomination and Governance Committee include the Chair, with all other members being independent non-
executive directors.
Disclosure controls and procedures
As of 31 December 2025, Lloyds Banking Group, under the supervision and with the participation of the Group’s management, including the
Group Chief Executive and the Chief Financial Officer, performed an evaluation of the effectiveness of the Group’s disclosure controls and
procedures. Based on this evaluation, the Group Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls
and procedures, at 31 December 2025, were effective for gathering, analysing and disclosing with reasonable assurance the information that
Lloyds Banking Group is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in
the SEC’s rules and forms. Lloyds Banking Group’s management necessarily applied its judgement in assessing the costs and benefits of such
controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives.
Changes in internal control over financial reporting
There have been no changes in the Lloyds Banking Group’s internal control over financial reporting during the year ended 31 December 2025
that have materially affected, or are reasonably likely to materially affect, the Lloyds Banking Group’s internal control over financial reporting.
Management report on internal control over financial reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The
Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.
The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards and that
receipts and expenditures are being made only in accordance with authorisations of management and directors of the Company; and (iii)
provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets
that could have a material effect on the financial statements.
The management of the Company assessed the effectiveness of the Company’s internal control over financial reporting at 31 December 2025
based on the criteria established in Internal Control – Integrated Framework 2013 issued by the Committee of Sponsoring Organisations of the
Treadway Commission (COSO). Based on this assessment, management concluded that, at 31 December 2025, the Company’s internal control
over financial reporting was effective.
Internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Deloitte LLP, an independent registered public accounting firm, has issued opinions on the Company’s consolidated financial statements and on
its internal controls over financial reporting. These opinions appear on pages 37 to 40 and on page 31 respectively.

31 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part II continued
Report of independent registered public accounting firm
To the shareholders and the Board of Directors of Lloyds Banking Group plc
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Lloyds Banking Group plc and subsidiaries (the "Group") as at 31 December
2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). In our opinion, the Group maintained, in all material respects, effective internal control over financial
reporting as at 31 December 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated financial statements as at and for the year ended 31 December 2025, of the Group and our report dated 13 February 2026,
expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte LLP
London, United Kingdom
13 February 2026

32 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part II continued
Item 16. [Reserved]
[Reserved]
Item 16A. Audit Committee Financial Expert
Reference is made to the section titled “Our Board” on pages 68 to 69 of the Annual Report 2025 for information on the name, position and
experience of the members of the Audit Committee.
Sarah Legg is designated as the Audit Committee financial expert as defined by the SEC. All members of the Audit Committee qualify as
independent as defined by the US Exchange Act and the NYSE Corporate Governance Standards applicable to listed companies as described in
Section 303A of the NYSE Listed Company Manual.
Audit Committee report
Reference is made to the section titled “Audit Committee Report” on pages 88 to 91 of the Annual Report 2025, except for the “Viability
statement” on page 90 of the Annual Report 2025.
Item 16B. Code of Ethics
Please refer to the “Employees” section under Item 6.D - “Employees” on page 24.
Item 16C. Principal Accountant Fees and Services
Reference is made to the sections titled:
•“Note 13: Auditors’ Remuneration” on page 251 of the Annual Report 2025; and
•“Auditor independence and remuneration”, “External auditor” and “Statutory Audit Services compliance” on p age 91 of the Annual Report
2025
for information on principal accountant fees and services.
Item 16D. Exemptions from the Listing Standards for Audit Committees
None.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
For additional information about the Group's corporate governance practices, reference is made to the sections titled:
•“I tem 15 - Controls and Procedures” on page 30;
•“Chair's statement” on pag es 66 to 67 of the Annual Report 2025;
•“UK Corporate Governance Code” on pag e 67 of t he Annual Report 2025;
•“Our governance structure and responsibilities” on pages 72 to 73 of the Annual Report 2025;
•“Board activities” on pages 74 to 75 of the Annual Report 2025;
•“Engaging with our stakeholders” on pages 76 to 78 of the Annual Report 2025;
•“Our culture in action” on page 79 of the Annual Report 2025; and
•“Sustainability governance” on pages 80 to 81 of the Annual Report 2025.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

33 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part II continued
Item 16J. Insider Trading Policies
The Company has adopted dealing policies setting out requirements in relation to dealings in the Company’s securities by the Company’s
Directors, its executive committee members and attendees (in each case through the Dealing Policy for Directors, GEC Members and GEC
Attendees) and other employees (through the Code of Ethics and Responsibility). The Company believes these policies to be reasonably
designed to promote compliance with applicable insider trading and market abuse regulations, in particular the UK Market Abuse Regulation,
insider trading laws, rules and regulations, and the exchange listing standards. The Board recognises that it is the individual responsibility of
each director and employee to ensure he or she complies with the policies and applicable insider trading laws.
The Dealing Policy for Directors, GEC Members and GEC Attendees is filed as Exhibit 11.1 to this Annual Report on Form 20-F. The Code of Ethics
and Responsibility can be found at www.lloydsbankinggroup.com/sustainability/esg-policies-downloads.html and is filed as Exhibit 11.2 to this
Annual Report on Form 20-F.
Item 16K. Cybersecurity
The Group adopts a risk-based approach to mitigate cyber threats it faces. The effective operation of the Group’s estate is supported by an IT
and Cyber Security Governance framework, guided by a threat-based strategy which underpins investment decisions. The ongoing protection of
the estate and confidentiality of material information is ensured through adherence to the Group Security Policy and supporting third-party
supplier security schedule, which have been aligned to industry good practice including the NIST Cyber Security Framework; and material laws
and regulations. The Group’s IT systems and information security risk management processes, which includes assessment, documentation and
treatment have been integrated into its overall enterprise risk management framework. The Group engages a specialist third party consultancy
on a periodic basis, to assess the maturity of its cyber security programme, in assessing, identifying and managing material risks from
cybersecurity threats. During the handling of an incident, the Cyber Security team will continuously monitor and assess the impact to the
Group.
Whilst the Group did not identify any cyber threats that materially affected its business strategy, results of operations or financial condition in
2025, the Group remains exposed to the risk of cyber threats and future interruptions that could potentially disrupt business operations and
materially adversely affect the Group’s performance. The Board continues to invest heavily to protect the Group from cyber-attacks.
Investment continues to focus on improving the Group’s approach to identity and access management, data loss prevention, improving
capability to detect, respond and recover from cyber-attacks and improved ability to manage vulnerabilities across the estate.
The Board has overall oversight responsibility for the Group’s IT systems and information security risk management and delegates this oversight
to the Group Risk Committee (“GRC”). GRC is responsible for ensuring that management has processes in place designed to identify and
evaluate information, cyber and security risks that the Group is exposed to, implementing processes and programmes to manage these risks and
mitigate related incidents within appetite. The Board Risk Committee (“BRC”) continues to be supported by the IT and Cyber Advisory Forum
(“ITCAF”), which is attended by the BRC chair and other Board members. ITCAF dedicates time and attention to reviewing and challenging risks
associated with IT infrastructure, IT strategy, IT resilience and cyber risks. Senior management is responsible for identifying, considering and
assessing material IT systems and security risks on an ongoing basis, establishing processes to ensure that such potential risk exposures are
monitored, putting in place appropriate mitigation measures and maintaining control improvement programmes.
To deal with cybersecurity threats, the Group has a dedicated Cyber Security function led by a certified CSO with over 14 years of security
experience at the UK Government, Bank of England and major financial services institutions at a leadership level. The CSO actively participates
in Audit Committee and Board meetings and is responsible for offering updates on information security risks and mitigation strategies to the
Board and its subcommittees. Additionally, the CSO chairs a subcommittee comprised of stakeholders including, but not limited to security
representatives, risk management, compliance and Group Internal Audit. This subcommittee is focused on information security, to review major
policy changes, strategies and key risk mitigations to enhance the governance of the information security strategies and policies.
Part III
Item 17. Financial Statements
See response to Item 18 - “Financial Statements”.
Item 18. Financial Statements
The Consolidated Financial Statements and Notes to the Consolidated Financial Statements, on pages 211 to 296 of the Annual Report 2025
are incorporated herein by reference.

34 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued
Schedule: Parent company disclosures
(A)Company income statement

|  | 2025 £m |  | 2024 £m |  | 2023 £m
Interest income |  | 804 |  | 800 |  | 632
Interest expense |  | (1,031) |  | (1,096) |  | (1,129)
Net interest expense |  | (227) |  | (296) |  | (497)
Net trading (losses) income |  | (129) |  | 61 |  | 71
Dividends from subsidiaries |  | 2,990 |  | 5,187 |  | 5,024
Other operating income |  | 893 |  | 701 |  | 672
Other income |  | 3,754 |  | 5,949 |  | 5,767
Total income |  | 3,527 |  | 5,653 |  | 5,270
Operating expenses |  | (164) |  | (216) |  | (225)
Impairment credit |  | 3 |  | 3 |  | 10
Profit before tax |  | 3,366 |  | 5,440 |  | 5,055
Tax credit |  | 23 |  | 48 |  | 84
Profit for the year |  | 3,389 |  | 5,488 |  | 5,139
Profit attributable to ordinary shareholders |  | 2,926 |  | 4,990 |  | 4,612
Profit attributable to other equity holders |  | 463 |  | 498 |  | 527
Profit for the year |  | 3,389 |  | 5,488 |  | 5,139

(B)Company balance sheet

| 2025 £m |  | 2024 £m
Assets |  |  |
Cash and cash equivalents | 8 |  | 22
Financial assets at fair value through profit or loss | 19,703 |  | 23,370
Derivative financial instruments | 298 |  | 519
Debt securities | 1,623 |  | 2,354
Loans to subsidiaries | 16,949 |  | 17,068
Investment in subsidiaries | 54,567 |  | 51,334
Current tax recoverable | 6 |  | 75
Deferred tax assets | 85 |  | 23
Other assets | 7 |  | 14
Total assets | 93,246 |  | 94,779
Liabilities |  |  |
Due to subsidiaries | 150 |  | 3
Financial liabilities at fair value through profit or loss | 22,433 |  | 24,896
Derivative financial instruments | 579 |  | 939
Debt securities in issue at amortised cost | 9,941 |  | 8,310
Other liabilities | 80 |  | 142
Subordinated liabilities | 9,970 |  | 9,720
Total liabilities | 43,153 |  | 44,010
Equity |  |  |
Share capital | 5,889 |  | 6,062
Share premium account | 18,797 |  | 18,720
Merger reserve | 6,759 |  | 6,759
Capital redemption reserve | 5,971 |  | 5,751
Retained profits | 6,730 |  | 7,282
Shareholders’ equity | 44,146 |  | 44,574
Other equity instruments | 5,947 |  | 6,195
Total equity | 50,093 |  | 50,769
Total equity and liabilities | 93,246 |  | 94,779

35 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued
Schedule: Parent company disclosures continued
(C)Company statement of changes in equity

|  | Attributable to ordinary shareholders |  |  |  |
|  | Share capital 1 £m |  | Share premium 1 £m |  | Merger reserve 2 £m |  | Capital redemption reserve 3 £m |  | Retained profits £m |  | Total £m |  | Other equity instruments £m |  | Total £m
At 1 January 2023 |  | 6,729 |  | 18,504 |  | 6,806 |  | 4,932 |  | 5,222 |  | 42,193 |  | 5,297 |  | 47,490
Total comprehensive income |  | – |  | – |  | – |  | – |  | 4,612 |  | 4,612 |  | 527 |  | 5,139
Transactions with owners |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividends |  | – |  | – |  | – |  | – |  | (1,651) |  | (1,651) |  | – |  | (1,651)
Distributions on other equity instruments |  | – |  | – |  | – |  | – |  | – |  | – |  | (527) |  | (527)
Issue of ordinary shares |  | 67 |  | 64 |  | – |  | – |  | – |  | 131 |  | – |  | 131
Share buyback |  | (438) |  | – |  | – |  | 438 |  | (1,993) |  | (1,993) |  | – |  | (1,993)
Issue of other equity instruments |  | – |  | – |  | – |  | – |  | (13) |  | (13) |  | 1,778 |  | 1,765
Repurchase and redemptions of other equity instruments |  | – |  | – |  | – |  | – |  | – |  | – |  | (135) |  | (135)
Movement in treasury shares |  | – |  | – |  | – |  | – |  | 103 |  | 103 |  | – |  | 103
Value of employee services |  | – |  | – |  | – |  | – |  | 227 |  | 227 |  | – |  | 227
Total transactions with owners |  | (371) |  | 64 |  | – |  | 438 |  | (3,327) |  | (3,196) |  | 1,116 |  | (2,080)
At 31 December 2023 |  | 6,358 |  | 18,568 |  | 6,806 |  | 5,370 |  | 6,507 |  | 43,609 |  | 6,940 |  | 50,549
Total comprehensive income |  | – |  | – |  | – |  | – |  | 4,990 |  | 4,990 |  | 498 |  | 5,488
Transactions with owners |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividends |  | – |  | – |  | – |  | – |  | (1,828) |  | (1,828) |  | – |  | (1,828)
Distributions on other equity instruments |  | – |  | – |  | – |  | – |  | – |  | – |  | (498) |  | (498)
Issue of ordinary shares |  | 73 |  | 117 |  | – |  | – |  | – |  | 190 |  | – |  | 190
Share buyback |  | (369) |  | – |  | – |  | 369 |  | (2,011) |  | (2,011) |  | – |  | (2,011)
Redemption of preference shares |  | – |  | 35 |  | (47) |  | 12 |  | – |  | – |  | – |  | –
Issue of other equity instruments |  | – |  | – |  | – |  | – |  | (6) |  | (6) |  | 763 |  | 757
Repurchase and redemptions of other equity instruments |  | – |  | – |  | – |  | – |  | (316) |  | (316) |  | (1,508) |  | (1,824)
Movement in treasury shares |  | – |  | – |  | – |  | – |  | (173) |  | (173) |  | – |  | (173)
Value of employee services |  | – |  | – |  | – |  | – |  | 119 |  | 119 |  | – |  | 119
Total transactions with owners |  | (296) |  | 152 |  | (47) |  | 381 |  | (4,215) |  | (4,025) |  | (1,243) |  | (5,268)
At 31 December 2024 |  | 6,062 |  | 18,720 |  | 6,759 |  | 5,751 |  | 7,282 |  | 44,574 |  | 6,195 |  | 50,769
Total comprehensive income |  | – |  | – |  | – |  | – |  | 2,926 |  | 2,926 |  | 463 |  | 3,389
Transactions with owners |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividends |  | – |  | – |  | – |  | – |  | (2,000) |  | (2,000) |  | – |  | (2,000)
Distributions on other equity instruments |  | – |  | – |  | – |  | – |  | – |  | – |  | (463) |  | (463)
Issue of ordinary shares |  | 47 |  | 77 |  | – |  | – |  | – |  | 124 |  | – |  | 124
Share buyback |  | (220) |  | – |  | – |  | 220 |  | (1,710) |  | (1,710) |  | – |  | (1,710)
Issue of other equity instruments |  | – |  | – |  | – |  | – |  | (10) |  | (10) |  | 1,511 |  | 1,501
Repurchase and redemptions of other equity instruments |  | – |  | – |  | – |  | – |  | – |  | – |  | (1,759) |  | (1,759)
Movement in treasury shares |  | – |  | – |  | – |  | – |  | 38 |  | 38 |  | – |  | 38
Value of employee services |  | – |  | – |  | – |  | – |  | 204 |  | 204 |  | – |  | 204
Total transactions with owners |  | (173) |  | 77 |  | – |  | 220 |  | (3,478) |  | (3,354) |  | (711) |  | (4,065)
At 31 December 2025 |  | 5,889 |  | 18,797 |  | 6,759 |  | 5,971 |  | 6,730 |  | 44,146 |  | 5,947 |  | 50,093

1 Share capital and share premium, previously presented in aggregate, are shown separately. Comparatives have been represented on a consistent basis.
2 The merger reserve comprises the premium on shares issued on 13 January 2009 under the placing and open offer and shares issued on 16 January 2009 on the acquisition of HBOS
plc, offset by adjustments on the redemption of preference shares. Substantially all of the Company’s merger reserve is available for distribution.
3 The capital redemption reserve represents transfers from the merger reserve in accordance with companies’ legislation and amounts transferred from share capital following the
cancellation of shares

36 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued
Schedule: Parent company disclosures continued
(D)Company cash flow statement

| 2025 £m | 2024 £m | 2023 £m
Cash flows from operating activities |  |  |
Profit before tax | 3,366 | 5,440 | 5,055
Adjustments for: |  |  |
Fair value and exchange adjustments and other non-cash items | 311 | (83) | 744
Change in other assets | 4,405 | (1,850) | (1,317)
Change in other liabilities and other items | (747) | 4,523 | (555)
Dividends received | (2,990) | (5,187) | (5,024)
Distributions on other equity instruments received | (680) | (541) | (505)
Tax refunded | 84 | 115 | 4
Net cash provided by (used in) operating activities | 3,749 | 2,417 | (1,598)
Cash flows from investing activities |  |  |
Return of capital contribution | 1 | 1 | 1
Dividends received | 2,990 | 5,187 | 5,024
Distributions on other equity instruments received | 680 | 541 | 505
Acquisitions of and capital injections to subsidiaries | (5,288) | (1,309) | (1,496)
Return of capital by subsidiaries | 2,054 | 800 | 278
Amounts advanced to subsidiaries | (6,118) | (4,340) | (4,563)
Repayment of loans to subsidiaries | 5,796 | 2,055 | 3,556
Interest received on loans to subsidiaries | 610 | 386 | 410
Net cash provided by investing activities | 725 | 3,321 | 3,715
Cash flows from financing activities |  |  |
Dividends paid to ordinary shareholders | (2,000) | (1,828) | (1,651)
Distributions on other equity instruments | (463) | (498) | (527)
Interest paid on subordinated liabilities | (638) | (509) | (466)
Proceeds from issue of subordinated liabilities | 1,757 | 812 | 1,416
Proceeds from issue of other equity instruments | 1,501 | 757 | 1,765
Proceeds from issue of ordinary shares | 99 | 187 | 86
Share buyback | (1,710) | (2,011) | (1,993)
Repayment of subordinated liabilities | (1,275) | (819) | (643)
Repurchase and redemptions of other equity instruments | (1,759) | (1,824) | (135)
Net cash used in financing activities | (4,488) | (5,733) | (2,148)
Change in cash and cash equivalents | (14) | 5 | (31)
Cash and cash equivalents at beginning of year | 22 | 17 | 48
Cash and cash equivalents at end of year | 8 | 22 | 17

(E)Interests in subsidiaries
The principal subsidiaries, all of which have prepared accounts to 31 December 2024 and whose results are included in the consolidated
accounts of Lloyds Banking Group plc, are:

Name of subsidiary undertaking | Country of registration/ incorporation | Percentage of equity share capital and voting rights held | Nature of business | Registered office
Lloyds Bank plc | England | 100% | Banking and financial services | 25 Gresham Street, London EC2V 7HN
Scottish Widows Limited | England | 100%* | Life assurance | 25 Gresham Street, London EC2V 7HN
HBOS plc | Scotland | 100%* | Holding company | The Mound, Edinburgh EH1 1YZ
Bank of Scotland plc | Scotland | 100%* | Banking and financial services | The Mound, Edinburgh EH1 1YZ
Lloyds Bank Corporate Markets plc 1 | England | 100% | Banking and financial services | 25 Gresham Street, London EC2V 7HN
LBG Equity Investments Limited 1 | England | 100% | Financial services | 25 Gresham Street, London EC2V 7HN

*Indirect interest
1 Subsidiary that does not meet quantitative threshold for significance. Included for consistency with the consolidated financial statements.
The principal area of operation for each of the above subsidiaries is the United Kingdom.

37 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued
Report of independent registered public accounting firm
To the shareholders and the Board of Directors of Lloyds Banking Group plc
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Lloyds Banking Group plc and subsidiaries (the ‘Group’) as at 31 December
2025 and 2024, the related consolidated income statements, consolidated statements of comprehensive income, statements of changes in
equity, and cash flow statements, for each of the three years in the period ended 31 December 2025, and the related notes, the disclosures
marked as ‘Audited’ within Item 5 in the Operating and Financial Review and Prospects section on pages 11 to 23 and the schedule included in
Item 18, all included in the Annual Report on Form 20-F (collectively referred to as the ‘financial statements’). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Group as at 31 December 2025 and 2024, and the results of its
operations and its cash flows for each of the three years in the period ended 31 December 2025, in conformity with IFRS Accounting Standards
as issued by the International Accounting Standards Board (‘IASB’).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Group's internal control over financial reporting as at 31 December 2025, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated 13 February 2026,
expressed an unqualified opinion on the Group's internal control over financial reporting.
Basis for opinion
These financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on the Group's financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to
the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Expected credit losses
Impairment of loans and advances
Refer to notes 2, 14, 20, 21 and 39 in the financial statements
Critical Audit Matter description
The Group has recognised £3.2 billion of expected credit losses (‘ECL’) as at 31 December 2025. The valuation and allocation of ECL consists of a
number of assumptions that are inherently uncertain and require a high degree of complex and subjective auditor judgement, specialised skills
and knowledge, and complex impairment modelling. The increasing economic uncertainty resulting from geopolitical risks and the impact of
changes in the US trade tariff rates has further heightened the levels of judgement required, especially in the development of the base case
economic scenario and alternative economic scenarios.
The key areas we identified as having the most significant level of management judgement were in respect of:
•Multiple economic scenarios;
•Collectively assessed ECL;
•Individually assessed ECL; and
•ECL model adjustments.
Multiple economic scenarios
The Group’s economics team develops the future economic scenarios by developing a base case forecast based on a set of conditioning
assumptions, with the three outer economic scenarios (upside, downside and severe downside) derived using a Monte Carlo simulation around
the base case. The modelled severe downside scenario is then adjusted to capture supply-side risks not contemplated by the Monte Carlo
model. The upside, the base case and the downside scenarios are weighted at a 30% probability and the severe downside at a 10% probability.
The development of the base case scenario, including the conditioning assumptions, is inherently highly complex and requires significant
judgement.
Collectively assessed ECL
The ECL for the Retail and Commercial Banking divisions, except for individually assessed stage 3 commercial loans, is determined on a
collective basis using impairment models. These models use a number of significant judgements to calculate a probability weighted estimate by
applying a probability of default, exposure at default and a loss given default, taking account of collateral held or other loss mitigants,
discounted using the effective interest rate.
The key judgements and estimates in determining the collectively assessed ECL include:
•modelling approach, model assumptions and judgements, and selection of modelling data;
•credit risk ratings for the Commercial Banking division, which are performed on a counterparty basis for larger exposures by a credit officer;
and
•the appropriate allocation of assets into the correct staging taking into account any significant deterioration in credit risk since inception of
the loan.

38 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued
Individually assessed ECL
For individual provision assessments of larger exposures in stage 3 in the Commercial Banking division, complex and subjective auditor
judgement including specialised knowledge is required in evaluating the methodology, models and inputs that are inherently uncertain in
determining the ECL. The significant judgements in estimating provisions are the:
•completeness and appropriateness of the potential workout scenarios identified;
•probability of default assigned to each identified potential workout scenario; and
•valuation assumptions used in determining the expected recovery strategies.
ECL model adjustments
Where impairment models do not incorporate all factors relevant to estimating the ECL, adjustments are made to address known model
limitations and data limitations, emerging or non-modelled risks and the impact of economic uncertainty on different industry sectors. The
identification of model limitations is highly judgemental and inherently uncertain. The adjustments made to address these limitations require
specialist auditor judgement when evaluating the:
•completeness of adjustments; and
•methodology, assumptions, models and inputs.
How the Critical Audit Matter was addressed in the audit
Multiple economic scenarios
We performed the following procedures:
•tested the controls over the generation of the multiple economic scenarios including those over the Group’s governance processes to
approve the base case, different scenarios and the weightings applied to each scenario;
•working with our internal economic specialists:
◦challenged and evaluated economic forecasts in the base scenario such as the unemployment rate, House Price Index, Commercial Real
Estate prices, inflation and forecasted interest rates, and Gross Domestic Product through comparison to independent economic
outlooks, other external analyses and market data;
◦challenged and evaluated the appropriateness of changes in assumptions and/or the model including changes to the non-modelled
severe downside approach;
◦challenged and evaluated the appropriateness of the methodology applied to generate alternative macroeconomic scenarios, including
associated weightings and assumptions within the model; and
◦independently replicated the multiple economic scenario model and compared the outputs of our independent model to the Group’s
output to test scenario generation;
•tested the completeness and accuracy of the data used by the model;
•performed a stand back assessment of the appropriateness of the weightings applied to each of the scenarios based on publicly available
data; and
•evaluated the appropriateness of disclosures in respect of significant judgements and sources of estimation uncertainty including
macroeconomic scenarios.
Collectively assessed ECL
We tested controls across the process to estimate the ECL provisions including:
•model governance, including model validation and monitoring;
•model assumptions;
•allocation of assets into stages, including those to determine the credit risk rating in the Commercial Banking division; and
•completeness and accuracy of the data used by the model
Working with our internal modelling specialists our audit procedures over the key areas of estimation in the valuation and allocation of the ECL
covered the following:
•Model estimations; where we:
–evaluated the appropriateness of the modelling approach and assumptions used;
–independently replicated a sample of the models for all in-scope portfolios and compared the outputs of our independent models to the
Group’s outputs;
–assessed model performance by evaluating variations between observed data and model predictions;
–developed an understanding of model limitations and assessed these and remedial actions; and
–tested the completeness and accuracy of the data used in model execution and calibration.
•Allocation of assets into stages, where we:
–evaluated the appropriateness of quantitative and qualitative criteria used for allocation into IFRS 9 stages, including independently
assessing the credit rating of a sample of loans in the Commercial Banking division;
–tested the appropriateness of the stage allocation for a sample of exposures; and
–tested the data used by models in assigning IFRS 9 stages and evaluated the appropriateness of the model logic used.
Individually assessed ECL
For expected credit losses assessed individually we have:
•selected senior team members with extensive IFRS 9 knowledge and expertise to design and lead the execution of the audit of ECL;
•tested the controls over individually assessed provisions including assumptions and inputs into workout and recovery scenarios, as well as
valuation assumptions used; and
•evaluated the appropriateness of workout and recovery scenarios identified including the judgements to determine the timing and value of
associated cash flows as well as consideration of climate risk.
ECL model adjustments
In respect of the adjustments to models, we performed the following procedures in conjunction with our specialists:
•tested the controls over the valuation of in-model and post-model adjustments, including methodology, calculation, assumptions and the
completeness and accuracy of data used;
•evaluated the methodology, rationale and assumptions in developing the adjustments, and evaluated the Group’s selection of approaches;
•tested the completeness and accuracy of the data used in formulating the judgements;
•performed a recalculation of adjustments;
•evaluated the completeness of adjustments based on our understanding of both model and data limitations; and
•assessed the appropriateness of the disclosures and whether the disclosures appropriately address the uncertainty which exists in
determining the ECL.

39 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued
Regulatory and legal provisions
Provisions
Refer to notes 2 and 28 in the financial statements
Critical Audit Matter description
The Group operates in an environment where it is subject to regulatory investigations, litigation and customer remediation including allegations
of fraud and misconduct. The Group recognised an additional £800 million provision in the year following the FCA’s announcement in October
2025 that it intends to implement a motor finance commission redress scheme. As at 31 December 2025, the total motor commission review
provision is £1,950 million.
Significant judgement and estimation is required by the Group to assess the best estimate to settle the obligation in respect of motor finance
commission arrangements based on the information available to the Group, under IAS 37 Provisions, Contingent Liabilities and Contingent
Assets as:
•the final redress scheme is not expected to be published by the Financial Conduct Authority (‘FCA’) until March 2026;
•there are uncertainties over the likely response rate and cost of delivery; and
•the related disclosures must accurately reflect this.
How the Critical Audit Matter was addressed in the audit
We performed the following audit procedures:
•tested the Group’s controls over the completeness of provisions, the review of the assessment of the provision and contingent liability
disclosures against the requirements of IAS 37, the review of the appropriateness of judgements used to determine a best estimate and the
completeness and accuracy of data used in the process;
•tested the governance control operating over the assumptions used in the motor finance commission provision model including agreement to
previous redress experience where applicable;
•inspected information, both supportive and contradictory, including the decision made by the Supreme Court in August 2025, the FCA’s
redress proposal in CP25/27 and the view of independent analysts, to determine whether management’s approach was reasonable;
•worked with our internal modelling specialists to independently recalculate the likely cost of redress under the FCA’s proposal;
•tested the methodology and assumptions applied to determine the provision;
•evaluated the mathematical accuracy of the model including the completeness and accuracy of data used in the model;
•inspected correspondence and, where appropriate, made direct inquiry with the Group’s regulators and internal and external legal counsel;
•verified and evaluated whether the methodology, data, significant judgements and assumptions and calculations used in the valuation of the
provisions are appropriate in the context of the applicable financial reporting framework; and
•evaluated the assessment of the provision and that the contingent liability disclosures appropriately reflect the facts and key sources of
estimation uncertainty, the associated probabilities and potential outcomes in accordance with IAS 37.
Defined benefit obligations
Retirement benefit obligations
Refer to notes 2 and 12 in the financial statements
Critical Audit Matter description
The Group operates a number of defined benefit retirement schemes, the obligations for which totalled £26.6 billion as at 31 December 2025.
Their valuation is determined with reference to key actuarial assumptions including mortality assumptions, discount rates and inflation rates.
Due to the size of these schemes, small changes in these assumptions can have a material impact on the value of the defined benefit obligation
and therefore, the determination of these assumptions requires significant auditor judgement.
How the Critical Audit Matter was addressed in the audit
We performed the following audit procedures:
•tested the Group’s controls over the valuation of the defined benefit obligations, including controls over the assumptions setting process;
and
•challenged and evaluated the key actuarial assumptions against the compiled expected ranges, determined by our internal actuarial experts,
based on observable market indices and market experience.
Valuation of certain complex and illiquid financial instruments held at fair value
Financial assets at fair value through profit or loss
Refer to notes 2, 16, 17 and 39 in the financial statements
Critical Audit Matter description
Financial instruments are classified as level 1, 2 or 3 in accordance with IFRS 13 ‘Fair value measurement’.
The fair value of complex and illiquid financial instruments, involves significant judgement. The extent of judgement applied by the Group in
valuing the Group’s financial investments varies with the nature of assets held, the markets in which they are traded, and the valuation
methodology applied.
The Group holds several portfolios of level 3 illiquid investments totalling £6.1 billion, the largest of which is held within the Insurance, Pensions
and Investments division, and includes loans in the commercial real estate, social housing, infrastructure, and education sectors. The valuation
of these loans uses complex valuation models as they are without readily determinable market values and were valued using significant
unobservable inputs, such as loan to bond premium and calibration spread that involved considerable judgement by management.
How the Critical Audit Matter was addressed in the audit
We tested the controls over the valuation of financial instruments, including controls over significant assumptions used in the valuation of these
financial assets, and model review controls.

40 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued
We worked with our valuation specialists in our audit of the valuation of the level 3 portfolio loans and we performed the following procedures:
•evaluated the appropriateness of loan valuation methodologies;
•calculated a range of comparable values for a sample of modelled illiquid financial instruments using an independent valuation model and
considered reasonable alternative key assumptions based on comparable securities and compared results;
•evaluated the appropriateness of the internal credit ratings methodology and tested the appropriateness of the ratings for a sample of loan
counterparties;
•evaluated the consistency and appropriateness of inputs and assumptions over time, challenging both significant movements and non-
movements where we expected change; and
•assessed the appropriateness of disclosures and sensitivity analysis.
/s/ Deloitte LLP
London, United Kingdom
13 February 2026
We have served as the Group’s auditor since 2021.

41 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued
Item 19. Exhibits
A.Annual Report
The following pages from the Annual Report 2025 (see Exhibits 15.1) are incorporated by reference into this Annual Report on Form 20-F, listed
in order of appearance. The content of websites and other sources, reports and materials referenced on these pages are not incorporated by
reference into this Annual Report on Form 20-F.

|  |  | Pages in the Annual Report 2025
Annual Report on Form 20-F section | Section in the Annual Report 2025 | From | To
Part 1 | Item 4. | Consolidated income statement | 211 |
|  | Note 4: Segmental analysis | 228 | 232
|  | Restructuring, volatility and other items | 56 |
|  | Volatility arising in the Insurance business | 59 |
|  | Our external environment | 10 | 13
|  | Group structure and ring-fencing governance arrangements | 73 |
Part 1 | Item 5. | Our external environment | 10 | 13
|  | Note 1: Basis of preparation | 218 |
|  | Note 3: Critical accounting judgements and key sources of estimation uncertainty | 228 |
|  | Note 19: Derivative financial instruments | 269 | 271
|  | Consolidated income statement | 211 |
|  | Note 6: Net fee and commission income | 233 | 234
|  | Note 7: Net trading income | 234 |
|  | Note 8: Insurance business (A) | 235 |
|  | Note 8: Insurance business (B) | 235 | 236
|  | Note 9: Other operating income | 242 |
|  | Statutory results | 53 |
|  | Note 10: Operating expenses | 242 |
|  | Note 14: Impairment | 251 | 252
|  | Note 15: Tax | 252 | 254
|  | Consolidated balance sheet | 213 |
|  | Capital risk | 144 | 145
|  | Capital returns and Minimum requirement for own funds and eligible liabilities (MREL) | 145 | 146
|  | Capital risk | 147 | 150
|  | Maturities of contingent liabilities, commitments and financial guarantees (audited) | 186 |
|  | Note 26: Debt securities in issue | 283 |
|  | Note 37: Structured entities | 292 | 293
|  | Note 29: Subordinated liabilities | 285 | 286
|  | Note 18: Maturities of assets and liabilities | 267 | 268
|  | Note 27: Other liabilities | 283 |
|  | Note 36: Contingent liabilities, commitments and financial guarantees | 291 | 292
|  | Note 4: Segmental analysis | 228 | 232
|  | Sustainability review | 35 | 49
|  | Climate risk | 150 | 152
|  | Sustainability governance | 80 | 81
|  | Risk management | 138 | 143
|  | Compliance risk | 152 |
|  | Conduct risk | 153 |
|  | Economic crime risk | 179 |
|  | Insurance underwriting risk | 180 |
|  | Liquidity risk | 181 | 186
|  | Market risk | 187 | 193
|  | Model risk | 194 |
|  | Operational risk | 195 | 197
|  | Credit risk: Risk appetite | 154 |
|  | Credit risk: Identification and assessment | 154 |
|  | Credit risk: Management and mitigation | 154 | 157
|  | Credit risk: Monitoring | 157 |
|  | Credit risk: Reporting | 157 |
|  | Movements in balances for the year ended 31 December 2025 (audited) | 164 |
|  | Movements in balances for the year ended 31 December 2024 (audited) | 165 |
|  | Concentrations of exposure (audited) | 165 |
|  | Forbearance | 166 |
|  | Credit quality of loans and advances to customers (audited) | 166 | 168
|  | Retail UK mortgage balance movements (audited) | 170 |
|  | UK mortgages product analysis (statutory basis) | 171 |
|  | Interest-only UK mortgages | 171 |

42 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued

|  |  | Pages in the Annual Report 2025
Annual Report on Form 20-F section | Section in the Annual Report 2025 | From | To
|  | Collateral held as security for Retail loans and advances to customers (audited) | 172 |
|  | Other Retail lending | 173 |
|  | Retail credit card balance movements (audited) | 173 |
|  | Commercial Banking balance movements (audited) | 175 |
|  | Collateral held as security for Commercial Banking loans and advances to customers (audited) | 176 |
|  | Commercial Banking UK Real Estate | 176 |
|  | Credit quality of other financial assets (audited) | 177 |
|  | Collateral held as security for other financial assets (audited) | 178 |
|  | Note 16: Measurement basis of financial assets and liabilities | 255 | 256
|  | Liquidity risk - Analysis of 2025 term issuance (audited) | 183 |
|  | Other statutory and regulatory information - Research and development activities | 135 |
Part 1 | Item 6. | Our Board | 68 | 69
|  | Our Group Executive Committee | 71 |
|  | Our governance structure and responsibilities | 72 | 73
|  | Board activities | 74 | 75
|  | Engaging with our stakeholders | 76 | 78
|  | Our culture in action | 79 |
|  | Sustainability governance | 80 | 81
|  | Board performance | 82 | 83
|  | Directors' remuneration report | 98 | 110
|  | Directors' remuneration report | 112 | 116
|  | Directors' remuneration report | 118 | 133
|  | Note 10: Operating expenses | 242 |
|  | Note 11: Share-based payments | 243 | 245
|  | Note 12: Retirement benefit obligations | 245 | 250
|  | Nomination and Governance Committee report | 85 | 86
|  | Audit Committee report (except “Viability statement” on page 90) | 88 | 91
|  | Board Risk Committee report | 92 | 96
|  | Responsible Business Committee report | 97 |
|  | Remuneration Committee Chair’s statement | 98 | 102
|  | Remuneration Committee | 105 |
|  | 2023 Directors’ Remuneration Policy summary and 2025 implementation | 106 | 107
|  | Service agreement and Letters of appointment | 130 | 131
|  | Note 2(K): Accounting policies (Employee benefits) | 223 |
|  | Directors’ share interests and share awards (audited) | 114 | 115
|  | Outstanding share plan interests (audited) | 114 | 115
|  | Outstanding cash awards (audited) | 114 | 115
Part 1 | Item 7. | Note 35: Related party transactions | 290 | 291
Part 1 | Item 8. | The Consolidated Financial Statements and Notes to the Consolidated Financial Statements | 211 | 296
|  | Note 28: Provisions | 283 | 285
|  | Note 36: Contingent liabilities, commitments and financial guarantees | 291 | 292
Part 1 | Item 11. | Market risk | 187 | 193
|  | Note 39: Financial risk management | 294 |
Part 2 | Item 15. | Board responsibility, Control effectiveness review, Reviews by the Board | 84 |
|  | Committees' membership role and activities | 85 | 86
|  | Committees’ membership role and activities (except “Viability statement” on page 90) | 88 | 97
|  | Internal control | 84 |
|  | Audit Committee report (except “Viability statement” on page 90) | 88 | 91
|  | Remuneration Committee | 105 |
|  | UK Corporate Governance Code | 67 |
Part 2 | Item 16A. | Our Board | 68 | 69
|  | Audit Committee report (except “Viability statement” on page 90) | 88 | 91
Part 2 | Item 16C. | Note 13: Auditors’ remuneration | 251 |
|  | Auditor independence and remuneration, External auditor and Statutory Audit Services compliance | 91 |
Part 2 | Item 16G. | Chair's statement | 66 | 67
|  | UK Corporate Governance Code | 67 |
|  | Our governance structure and responsibilities | 72 | 73
|  | Board activities | 74 | 75
|  | Engaging with our stakeholders | 76 | 78

43 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued

|  |  | Pages in the Annual Report 2025
Annual Report on Form 20-F section | Section in the Annual Report 2025 | From | To
|  | Our culture in action | 79 |
|  | Sustainability governance | 80 | 81
Part 3 | Item 18. | The Consolidated Financial Statements and Notes to the Consolidated Financial Statements | 211 | 296

B.The 6-K Risk Factors
The following pages from the Form 6-K filed 29 January 2026 (see Exhibit 15.2) are incorporated by reference into this Annual Report on Form
20-F. The content of websites and other sources, reports and materials referenced on these pages are not incorporated by reference into this
Annual Report on Form 20-F.

|  |  | Pages in the Form 6-K filed 29 January 2026
Annual Report on Form 20-F section | Section in the Form 6-K filed 29 January 2026 | From | To
Part 1 | Item 3. | Risk Factors | 1 | 23
Part 1 | Item 4. | Regulatory and Legal Risks – The Group faces risks associated with its compliance with a wide range of laws and regulations | 10 |
|  | Regulatory and Legal Risks – The Group is subject to resolution planning requirements | 13 |

44 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Part III continued
C.Exhibits

1 | Articles of association of the Company 4
2 | Neither the Company nor any subsidiary is party to any single long-term debt instrument pursuant to which a total amount of securities exceeding 10% of the Group’s total assets (on a consolidated basis) is authorised to be issued. The Company hereby agrees to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the long-term debt issued by it or any subsidiary for which consolidated or unconsolidated financial statements are required to be filed with the SEC.
2 | (d) | Description of securities registered under Section 12 of the Exchange Act.
4 | (b) | (i) | Letter of appointment dated 17 April 2018 between the Company and Amanda Mackenzie 1
|  | (ii) | Supplementary letter dated 3 September 2018 to the letter of appointment dated 17 April 2018 between the Company and Amanda Mackenzie 1
|  | (iii) | Service agreement dated 15 March 2019 between Lloyds Bank plc and William Chalmers 2
|  | (iv) | Addendum to the service agreement dated 15 March 2019 between Lloyds Bank plc and William Chalmers 3
|  | (v) | Deed of variation of contract dated 22 June 2020 to the service agreement dated 15 March 2019 between Lloyds Bank plc and William Chalmers 3
|  | (vi) | Letter to William Chalmers regarding his deputisation allowance and increased fixed share award for the period he assumed the acting Group Chief Executive role 4
|  | (vii) | Letter of appointment dated 21 October 2019 between the Company and Sarah Legg 2
|  | (viii) | Supplementary letter dated 31 October 2019 to the letter of appointment dated 21 October 2019 between the Company and Sarah Legg 2
|  | (ix) | Letter of appointment dated 22 October 2019 between the Company and Catherine Woods 3
|  | (x) | Supplementary letter dated 31 October 2019 to the letter of appointment dated 22 October 2019 between the Company and Catherine Woods 3
|  | (xi) | Letter of appointment dated 4 July 2020 between the Company and Robin Budenberg 3
|  | (xii) | Service agreement dated 29 November 2020 between Lloyds Bank plc and Charlie Nunn 4
|  | (xiii) | Addendum to the service agreement dated 29 November 2020 between Lloyds Bank plc and Charlie Nunn 4
|  | (xiv) | Letter of appointment dated 5 October 2021 between the Company and Harmeen Mehta 4
|  | (xv) | Letter of appointment dated 26 July 2022 between the Company and Scott Wheway 5
|  | (xvi) | Supplementary letter dated 13 September 2022 to the letter of appointment dated 26 July 2022 between the Company and Scott Wheway 5
|  | (xvii) | Letter of appointment dated 11 October 2022 between the Company and Cathy Turner 5
|  | (xviii) | Letter of appointment dated 29 July 2024 between the Company and Nathan Bostock 6
|  | (xix) | Letter of appointment dated 11 June 2025 between the Company and Chris Vogelzang
8.1 |  | List of subsidiaries, their jurisdiction of incorporation and the names under which they conduct business
11.1 |  | Dealing Policy for Directors, GEC Members and GEC Attendees
11.2 |  | Code of Ethics and Responsibility 6
12.1 |  | Certification of Charlie Nunn filed pursuant to 17 CFR 240.13a-14(a) and 15 U.S.C. 7241
12.2 |  | Certification of William Chalmers filed pursuant to 17 CFR 240.13a-14(a) and 15 U.S.C. 7241
13.1 |  | Certification of Charlie Nunn and William Chalmers furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. 1350
15.1 |  | The Annual Report 2025 7
15.2 |  | The 6-K Risk Factors 8
15.3 |  | Consent of Deloitte LLP
97 |  | Lloyds Banking Group plc’s Performance Adjustment Policy 9
101 |  | Interactive Data File
104 |  | Cover Page Interactive Data File
1 | Previously filed with the SEC on the Company’s Form 20-F filed 25 February 2019.
2 | Previously filed with the SEC on the Company’s Form 20-F filed 25 February 2020.
3 | Previously filed with the SEC on the Company’s Form 20-F filed 26 February 2021.
4 | Previously filed with the SEC on the Company’s Form 20-F filed 28 February 2022.
5 | Previously filed with the SEC on the Company’s Form 20-F filed 24 February 2023.
6 | Previously filed with the SEC on the Company’s Form 20-F filed 20 February 2025.
7 | Filed together with this Annual Report on Form 20-F. Certain of the information included within Exhibit 15.1, which is provided pursuant to Rule 12b-23(a)(3) of the Exchange Act, is incorporated by reference in this Annual Report on Form 20-F, as specified elsewhere in this Annual Report on Form 20-F. With the exception of the items and pages so specified, Exhibit 15.1 is not deemed to be filed as part of this Annual Report on Form 20-F.
8 | Previously filed with the SEC on the Company’s Form 6-K filed 29 January 2026.
9 | Previously filed with the SEC on the Company’s Form 20-F filed 22 February 2024.

45 | Lloyds Banking Group plc Annual Report on Form 20-F 2025 |

Signature
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the
undersigned to sign this annual report on its behalf.

| Lloyds Banking Group plc
| By: | /s/ William Chalmers
| Name: | William Chalmers
| Title: | Chief Financial Officer
| Dated: | 13 February 2026