Five Premier League clubs have qualified for the Champions League last-16 automatically and avoided the play-offs.
Going into the final round of league phase, Arsenal had already qualified. And the Gunners have been joined by Chelsea, Liverpool, Manchester City and Tottenham Hotspur inside the top eight
Newcastle United will have to tackle the play-offs after finishing 12th in the 36-team table.
Arsenal made it eight-straight wins after beating bottom side Kairat 3-2 at the Emirates Stadium – with Kai Havertz on target in his first start in nearly a year. The win sees them finish top of the league phase.
Mohamed Salah scored his first goal for Liverpool since November and Alexis Mac Allister fired a brace as the Premier Legaue side thrashed Qarabag 6-0 at Anfield to finish third, behind Bayern Munich, who beat PSV Eindhoven 2-1 thanks to Harry Kane’s 35th goal of the season in all competitions.
Randal Kolo Muani and Dominic Solanke scored for Premier League strugglers Tottenham as they won 2-0 at Eintracht Frankfurt to secure fourth spot and lift some of the pressure off manager Thomas Frank.
Joao Pedro’s second-half double saw Chelsea come back from behind to beat former boss Antonio Conte’s Napoli 3-2 on the road, which lifted them up to sixth and eliminated the Italian champions.
Erling Haaland and Rayan Cherki were on target as City claimed the final automatic qualification place with a 2-0 home win against Galatasaray.
Bayern Munich, Barcelona and Sporting, for whom Alisson Santos scored a stoppage-time winner, rounded out the top eight spots in a dramatic night of action in the final round of league-phase matches.
Newcastle United bound for Champions League play-offs
Newcastle missed out after a 1-1 draw at Parc des Princes against holders Paris Saint-Germain, who were also consigned to the play-offs, as Joe Willock’s header cancelled out Vitinha’s early opener.
Among the 16 teams joining Newcastle and PSG in the play-offs are Italian clubs Inter Milan and Juventus, Borussia Dortmund, Atletico Madrid and Atalanta.
Inter were 2-0 winners at Dortmund, but that was only enough to secure them a 10th-placed finish, Juventus were held to a goalless draw at Monaco to finish 13th and Atletico slipped to a shock 2-1 home defeat to Bodo/Glimt, who secured a play-off place.
Last gasp goalkeeper goal sees Benfica qualify for play-offs
However, the biggest bit of drama was in Lisbon as Benfica qualified in the most unlikeliest of fashions against Real Madrid.
Goalkeeper Anatoliy Trubin’s stunning stoppage-time header snatched Benfica a place in the Champions League play-offs as Jose Mourinho’s side beat his former club Real Madrid 4-2 in Lisbon.
Benfica were leading 3-2 deep into second-half stoppage-time and although that scoreline was already denying the Spanish giants an automatic qualification place, it was not enough to secure the Portuguese club a place in the top 24.
But Ukraine goalkeeper Trubin ran forward for a Benfica free-kick in the eighth minute of added time and headed home Fredrik Aursnes’ cross to lift his side into the final play-off place on goal difference.
Real, consigned to a two-legged play-off after finishing ninth, ended the game with nine men after Raul Asencio and Rodrygo both received second yellow cards in added time.
Champions League state of play
Automatically into the last 16: Arsenal, Bayern Munich, Liverpool, Tottenham Hotspur, Barcelona, Chelsea, Sporting, Manchester City.
Play-offs: Real Madrid, Inter Milan, Paris Saint-Germain, Newcastle United, Juventus, Atletico Madrid, Atalanta, Bayer Leverkusen, Borussia Dortmund, Olympiacos, Club Brugge, Galatasaray, Monaco, Qarabag, Bodo/Glimt, Benfica.
Eliminated after league phase: Marseille, Pafos, Union Saint-Gilloise, PSV Eindhoven, Athletic Bilbao, Napoli, Copenhagen, Ajax, Eintracht Frankfurt, Slavia Prague, Villarreal, Kairat.