Amendment to Registration for Depository Shares (Form F-6/A)

As filed with the Securities and Exchange Commission on October 24, 2025

Registration No. 333-290260

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

AMENDMENT NO. 1

TO

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

_____________

LONDON STOCK EXCHANGE GROUP PLC

(Exact name of issuer of deposited securities as specified in its charter)

_____________

N/A

(Translation of issuer's name into English)

_____________

England and Wales

(Jurisdiction of incorporation or organization of issuer)

____________________________________

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

_____________

388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_____________

United Agent Group, Inc.
600 Mamaroneck Avenue #400
Harrison, NY 10528
(561) 694-8107

(Address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copies to:

Michael Levitt, Esq. Jeremy Barr, Esq. Freshfields US LLP 3 World Trade Center 175 Greenwich Street New York, New York 10007 (212) 277-4000

Herman H. Raspé, Esq. Jean-Claude Lanza, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 (212) 336-2000

It is proposed that this filing become effective under Rule 466:	☐ immediately upon filing.
	☐ on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐

____________________________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares (ADS(s)), each ADS representing the right to receive one-fourth (1/4) of one ordinary share of London Stock Exchange Group plc (the "Company")	300,000,000 ADSs	$5.00	$15,000,000.00	$2,296.50***
* Each unit represents 100 ADSs. ** Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs. *** Previously paid.
This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 or such earlier time as declared effective by the Securities and Exchange Commission.

EXPLANATORY NOTE

This Amendment No. 1 to the registration statement on Form F-6 (File No.: 333-290260) (the "Registration Statement") is being filed solely for the purpose of amending the cover page hereto to replace the delaying amendment language pursuant to Section 8(a) of the Securities Act of 1933, as amended. No changes have been made to the Registration Statement other than this explanatory note and the revised version of the cover page of the Registration Statement.

This Amendment No. 1 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption				Location in Form of American Depositary Receipt ("Receipt") Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office			Face of Receipt - Introductory Article.
2.	Title of Receipts and identity of deposited securities			Face of Receipt - Top Center.
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share ("ADSs")		Face of Receipt - Upper right corner.
	(ii)	The procedure for voting, if any, the deposited securities		Reverse of Receipt - Paragraphs (17) and (18).
	(iii)	The collection and distribution of dividends		Reverse of Receipt - Paragraph (15).
	(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraph (18).
	(v)	The sale or exercise of rights		Reverse of Receipt - Paragraphs (15) and (17).
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (17).
	(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
	(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs		Face of Receipt - Paragraph (14).

Item Number and Caption				Location in Form of American Depositary Receipt ("Receipt") Filed Herewith as Prospectus

	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt - Paragraphs (2), (3), (4), (6), (7), (9) and (10).
	(x)	Limitation upon the liability of the Depositary		Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs			Face of Receipt - Paragraph (11).
Item 2.		AVAILABLE INFORMATION		Face of Receipt - Paragraph (14).

The Company publishes the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") on its internet website. As of the date hereof the Company's internet website is https://www.lseg.com/en. The information so published by the Company may not be in English, except that the Company is required, in order to maintain its exemption from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to the extent contemplated in Rule 12g3-2(b). The information so published by the Company cannot be retrieved from the internet website of the United States Securities and Exchange Commission (the "Commission"), and cannot be inspected or copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.

EXHIBITS

(a)

Form of Deposit Agreement, by and among London Stock Exchange Group plc (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder ("Deposit Agreement"). ___ Filed herewith as Exhibit (a).

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ___ None.

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ___ None.

(d)

Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Previously filed with the Commission on September 15, 2025 (Reg. No. 333-290260) and incorporated herein by reference.

(e)

Certificate under Rule 466. ___ None.

(f)

Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Previously filed with the Commission on September 15, 2025 (Reg. No. 333-290260) and incorporated herein by reference.

Item 4.

UNDERTAKINGS

(a)

The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among London Stock Exchange Group plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 24th day of October 2025.

	Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one fourth (1/4) of one ordinary share of London Stock Exchange Group plc. CITIBANK, N.A., solely in its capacity as Depositary
	By:	/s/ Leslie DeLuca
		Name: Leslie DeLuca
		Title: Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, London Stock Exchange Group plc, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in London, England, on October 24, 2025.

	LONDON STOCK EXCHANGE GROUP PLC
	By:	/s/ Michel-Alain Proch
		Name: Michel-Alain Proch
		Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on October 24, 2025.

Signature			Title
* Donald Robert			Chairman
* David Schwimmer			Chief Executive Officer and Director (Principal Executive Officer)
* Michel-Alain Proch			Chief Financial Officer and Director (Principal Financial and Accounting Officer)
* Cressida Hogg			Senior Independent Director
* Dominic Blakemore			Non-Executive Director
* Kathleen DeRose			Non-Executive Director
* William Vereker			Non-Executive Director
* By:	/s/ Lisa Condron
	Attorney-in-Fact

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Amendment No. 1 to Registration Statement on Form F-6 in New York, United States, on October 24, 2025.

	Authorized Representative in the United States
	By:	/s/ Katie Holmes
		Name: Katie Holmes
		Title: Legal Director, Corporate - Americas

Index to Exhibits

Exhibit	Document	Sequentially Numbered Page
(a)	Form of Deposit Agreement

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