The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus, prospectus supplement and underlying
supplement do not constitute an offer to sell these securities, and we are not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-265158
Subject to Completion. Dated November
27, 2024.
Pricing Supplement to the Prospectus dated May 23,
2022, to the Prospectus Supplement dated June 27, 2022
and to the Underlying Supplement dated June 27, 2022.
Barclays Bank
PLC
$
Digital S&P 500® Index-Linked Global Medium-Term Notes, Series A, due
The notes will not bear interest. The amount that you will be
paid on your notes on the stated maturity date (expected to be the second scheduled business day after the determination date) is based
on the performance of the S&P 500® Index (which we refer to as the underlier) as measured from and including the trade
date to and including the determination date (expected to be between 15 and 17 months after the trade date). If the final underlier level
on the determination date is greater than or equal to 90.00% of the initial underlier level (set on the trade date and is expected to
be the closing level of the underlier on the trade date), you will receive the maximum settlement amount, which is expected to be the
threshold settlement amount (expected to be between $1,088.00 and $1,103.50 for each $1,000 face amount of your notes). If the final
underlier level is less than 90.00% of the initial underlier level, the return on your notes will be negative.
You could lose your entire investment in the notes. Any payment on
the notes, including any repayment of principal, is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays
Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power (as described on page PS-3 of this pricing supplement) by the relevant
U.K. resolution authority.
To determine your payment at maturity, we will calculate the underlier
return, which is the percentage increase or decrease in the final underlier level from the initial underlier level. On the stated maturity
date, for each $1,000 face amount of your notes, you will receive an amount in cash equal to:
| · | if the underlier return is greater than or equal to -10.00% (the final underlier level is greater than or equal
to 90.00% of the initial underlier level), the maximum settlement amount; or |
| · | if the underlier return is negative and is below -10.00% (the final underlier level is less than the initial
underlier level by more than 10.00%), the sum of (i) $1,000 plus (ii) the product of (a) approximately
1.1111 times (b) the sum of the underlier return plus 10.00% times (c) $1,000 (in which case you
will receive less than $1,000). |
Because we have provided only a brief summary of the terms of your notes
above, you should read the detailed description of the terms of the notes found in “Summary Information” on page PS-2 in this
pricing supplement.
Your investment in the notes involves certain risks, including
among other things, our credit risk and the risk of exercise of any U.K. Bail-in Power. See “Risk Factors” beginning on page
S-9 of the accompanying prospectus supplement and “Additional Risk Factors Specific to Your Notes” beginning on page PS-13
of this pricing supplement so that you may better understand those risks.
Notwithstanding and to the exclusion of any other term of the notes
or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the notes (or
the trustee on behalf of the holders of the notes), by acquiring the notes, each holder and beneficial owner of the notes acknowledges,
accepts, agrees to be bound by and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See
“Consent to U.K. Bail-in Power” in this pricing supplement and “Risk Factors” in the accompanying prospectus supplement.
| |
Initial Issue Price† |
Price to Public† |
Agent’s Commission‡ |
Proceeds to Barclays Bank PLC |
| Per Note |
$1,000 (face amount) |
100% of face amount |
0.00% of face amount |
100.00% of face amount |
| Total |
$ |
$ |
$ |
$ |
| † | Our estimated value of the notes on the trade date, based on our internal pricing models, is expected to be between $977.70 and $997.70
per note. The estimated value is expected to be less than the initial issue price of the notes. See “Additional Information Regarding
Our Estimated Value of the Notes” on page PS-2 of this pricing supplement. |
| ‡ | Investors that hold their notes in fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of
such account based on the amount of assets held in those accounts, including the notes. |
The notes will not be listed on any U.S. securities exchange or quotation
system. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or
disapproved of the notes or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
The notes constitute our unsecured and unsubordinated obligations.
The notes are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured
by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of the United States, the
United Kingdom or any other jurisdiction.
Barclays Bank PLC may use this pricing supplement in the initial sale
of the notes. In addition, Barclays Capital Inc. or any other affiliate of Barclays Bank PLC may use this pricing supplement in a market-making
transaction in a note after its initial sale. Unless Barclays Bank PLC or its agent informs the purchaser otherwise in the confirmation
of sale, this pricing supplement is being used in a market-making transaction.
Pricing Supplement dated November , 2024
SUMMARY INFORMATION
You should read this pricing supplement together with the prospectus
dated May 23, 2022, as supplemented by the prospectus supplement dated June 27, 2022 relating to our Global Medium-Term Notes, Series
A, of which the notes are a part, and the underlying supplement dated June 27, 2022. This pricing supplement, together with the documents
listed below, contains the terms of the notes and supersedes all prior or contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures,
brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth under “Risk
Factors” in the prospectus supplement and “Additional Risk Factors Specific to Your Notes” on page PS-13 of this pricing
supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisors before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as
follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our SEC file number is 1-10257 and our Central Index Key, or CIK, on
the SEC website is 0000312070. As used in this pricing supplement, “we,” “us” and “our” refer to
Barclays Bank PLC.
ADDITIONAL INFORMATION REGARDING OUR ESTIMATED
VALUE OF THE NOTES
The final terms for the notes will be determined on the date the notes
are initially priced for sale to the public (the “trade date”) based on prevailing market conditions on or prior to the trade
date, and will be communicated to investors either orally or in a final pricing supplement.
Our internal pricing models take into account a number of variables
and are based on a number of subjective assumptions, which may or may not materialize, typically including volatility, interest rates
and our internal funding rates. Our internal funding rates (which are our internally published borrowing rates based on variables, such
as market benchmarks, our appetite for borrowing and our existing obligations coming to maturity) may vary from the levels at which our
benchmark debt securities trade in the secondary market. Our estimated value on the trade date is based on our internal funding rates.
Our estimated value of the notes might be lower if such valuation were based on the levels at which our benchmark debt securities trade
in the secondary market.
Our estimated value of the notes on the trade date is expected to be
less than the initial issue price of the notes. The difference between the initial issue price of the notes and our estimated value of
the notes is expected to result from several factors, including any sales commissions expected to be paid to Barclays Capital Inc. or
another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed or paid to non-affiliated intermediaries,
the estimated profit that we or any of our affiliates expect to earn in connection with structuring the notes, the estimated cost that
we may incur in hedging our obligations under the notes, and estimated development and other costs that we may incur in connection with
the notes. These other costs will include a fee paid to iCapital Markets LLC, an electronic platform in which an affiliate of Goldman
Sachs & Co. LLC, who is acting as a dealer in connection with the distribution of the notes, holds an indirect minority equity interest,
for services it is providing in connection with this offering.
Our estimated value on the trade date is not a prediction of the price
at which the notes may trade in the secondary market, nor will it be the price at which Barclays Capital Inc. may buy or sell the notes
in the secondary market. Subject to normal market and funding conditions, Barclays Capital Inc. or another affiliate of ours intends to
offer to purchase the notes in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the trade date,
the price at which Barclays Capital Inc. may initially buy or sell the notes in the secondary market, if any, and the value that we may
initially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated value on
the trade date for a temporary period expected to be approximately three months after the initial issue date of the notes because, in
our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the
notes and other costs in connection with the notes that we will no longer expect to incur over the term of the notes. We made such discretionary
election and determined this temporary reimbursement period on the basis of a number of factors, which may include the tenor of the notes
and/or any agreement we may have with the distributors of the notes. The amount of our estimated costs that we effectively reimburse to
investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any
time or revise the duration of the reimbursement period after the initial issue date of the notes based on changes in market conditions
and other factors that cannot be predicted.
We urge you to read “Additional Risk Factors Specific to Your
Notes” on page PS-13 of this pricing supplement.
You may revoke your offer to purchase the notes at any time prior
to the trade date. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their trade date.
In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with
your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.
CONSENT TO U.K. BAIL-IN POWER
Notwithstanding and to the
exclusion of any other term of the notes or any other agreements, arrangements or understandings between us and any holder or beneficial
owner of the notes (or the trustee on behalf of the holders of the notes), by acquiring the notes, each holder and beneficial owner of
the notes acknowledges, accepts, agrees to be bound by and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution
authority.
Under the U.K. Banking Act 2009,
as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in which the relevant U.K. resolution
authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or investment firm is failing
or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the “FSMA”) threshold conditions for authorization
to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company that
is a European Economic Area (“EEA”) or third country institution or investment firm, that the relevant EEA or third country
relevant authority is satisfied that the resolution conditions are met in respect of that entity.
The U.K. Bail-in Power includes
any write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction or cancellation of all,
or a portion, of the principal amount of, interest on, or any other amounts payable on, the notes; (ii) the conversion of all, or a portion,
of the principal amount of, interest on, or any other amounts payable on, the notes into shares or other securities or other obligations
of Barclays Bank PLC or another person (and the issue to, or conferral on, the holder or beneficial owner of the notes such shares, securities
or obligations); (iii) the cancellation of the notes and/or (iv) the amendment or alteration of the maturity of the notes, or amendment
of the amount of interest or any other amounts due on the notes, or the dates on which interest or any other amounts become payable, including
by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the notes
solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder and beneficial
owner of the notes further acknowledges and agrees that the rights of the holders or beneficial owners of the notes are subject
to, and will be varied, if necessary,
solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the avoidance of doubt,
this consent and acknowledgment is not a waiver of any rights holders or beneficial owners of the notes may have at law if and to the
extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in England.
For more information, please see
“Additional Risk Factors Specific to Your Notes—Risks Relating to the Issuer—You May Lose Some or All of Your Investment
If Any U.K. Bail-in Power Is Exercised by the Relevant U.K. Resolution Authority” in this pricing supplement as well as “U.K.
Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory action in the event a bank
or investment firm in the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution authority of a variety
of statutory resolution powers, could materially adversely affect the value of any securities” and “Risk Factors—Risks
Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K.
Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement.
KEY TERMS
Issuer: Barclays Bank PLC
Underlier: the S&P 500® Index (Bloomberg ticker
symbol, “SPX <Index>”), as published by S&P Dow Jones Indices LLC
Specified currency: U.S. dollars (“$”)
Face amount: each note will have a face amount of $1,000; $
in the aggregate for all the notes
Purchase at amount other than face amount: the amount we will
pay you at the stated maturity date for your notes will not be adjusted based on the issue price you pay for your notes, so if you acquire
notes at a premium (or discount) to face amount and hold them to the stated maturity date, it could affect your investment in a number
of ways. The return on your investment in such notes will be lower (or higher) than it would have been had you purchased the notes at
face amount. Also, the stated threshold level would not offer the same measure of protection to your investment as would be the case if
you had purchased the notes at face amount. See “Additional Risk Factors Specific to Your Notes—Risks Relating to the Notes
Generally—If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on
Notes Purchased at Face Amount or a Discount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected” on page
PS-13 of this pricing supplement.
Cash settlement amount (on the stated maturity date): for each
$1,000 face amount of your notes, we will pay you on the stated maturity date an amount in cash equal to:
| · | if the final underlier level is greater than or equal to the threshold level, the threshold settlement amount; or |
| · | if the final underlier level is less than the threshold level, the sum of (1) $1,000 plus (2) the product
of (i) $1,000 times (ii) the buffer rate times (iii) the sum of the underlier return plus the
threshold amount (in which case you will receive less than $1,000). |
Any payment on the notes, including any repayment of principal,
is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays Bank PLC, and (b) the risk of exercise of
any U.K. Bail-in Power by the relevant U.K. resolution authority.
Initial underlier level (to be set on the trade date): ,
the closing level of the underlier on the trade date
Final underlier level: the closing level of the underlier on
the determination date, subject to adjustment in limited circumstances as provided under “Reference Assets—Indices—Adjustments
Relating to Securities with an Index as a Reference Asset” on page S-82 of the accompanying prospectus supplement; and subject to
market disruption events and non-trading days as described under “Reference Assets—
Indices—Market Disruption Events for Securities with an Index
of Equity Securities as a Reference Asset” on page S-79 of the accompanying prospectus supplement
Underlier return: the quotient of (1) the final underlier
level minus the initial underlier level divided by (2) the initial underlier level, expressed as a percentage
Threshold level: 90.00% of the initial underlier level
Threshold amount: 10.00%
Threshold settlement amount (to be set on the trade date): expected
to be between $1,088.00 and $1,103.50
Cap level (to be set on the trade date): expected to be between
108.80% and 110.35% of the initial underlier level
Maximum settlement amount (to be set on the trade date): expected
to be the threshold settlement amount
Buffer rate: the quotient of the initial underlier level divided
by the threshold level, which equals approximately 111.11%
Trade date:
Original issue date (settlement date): expected to be five scheduled
business days following the trade date
Determination date (to be set on the trade date): a specified
date that is expected to be between 15 and 17 months after the trade date, subject to postponement in the event of a market disruption
event or non-trading day as described under “Reference Assets—Indices—Market Disruption Events for Securities with an
Index of Equity Securities as a Reference Asset” on page S-79 of the accompanying prospectus supplement. For the avoidance of doubt,
in no event will the determination date be postponed by more than five trading days.
Stated maturity date (to be set on the trade date): a specified
date that is expected to be the second scheduled business day after the determination date. The maturity date will be postponed if the
determination date is postponed due to the occurrence or continuance of a market disruption event or a non-trading day on the determination
date. In such a case, the maturity date will be postponed by the same number of business days from but excluding the originally scheduled
determination date to and including the actual determination date. The maturity date will also be postponed if that date is not a business
day. See “Terms of the Notes—Payment Dates” on page S-44 of the accompanying prospectus supplement and “Reference
Assets—Indices—Market Disruption Events for Securities with an Index of Equity Securities as a Reference Asset” on page
S-79 of the accompanying prospectus supplement.
No interest: the notes will not bear interest
No listing: the notes will not be listed on any securities exchange
or interdealer quotation system
No redemption: the notes will not be subject to redemption right
or price dependent redemption right
Closing level: as provided on page S-79 of the accompanying prospectus
supplement. The closing level of the underlier reported on the Bloomberg Professional® service (“Bloomberg”)
page may be lower or higher than the official closing level of the underlier published by the underlier sponsor. In certain circumstances,
the closing level of the underlier will be based on the alternate calculation of the underlier described under “Reference Assets—Indices—Adjustments
Relating to Securities with an Index as a Reference Asset” on page S-82 of the accompanying prospectus supplement.
Business day: as defined under “Terms of the Notes—Business
Day” on page S-45 of the accompanying prospectus supplement
Trading day: notwithstanding anything to the contrary in the
accompanying prospectus supplement, with respect to the underlier, a day, as determined by the calculation agent in its sole discretion,
on which (i) each of the relevant exchanges on which each underlier stock is traded is scheduled to be open for trading and trading is
generally conducted on each such relevant exchange; and (ii) the underlier is calculated and published by the underlier sponsor
Use of proceeds and hedging: as described under “Use of
Proceeds and Hedging” on page S-106 of the accompanying prospectus supplement
Tax consequences: you should review carefully
the sections in the accompanying prospectus supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences
to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts” and, if you are a non-U.S. holder, “—Tax
Consequences to Non-U.S. Holders.” The following discussion, when read in combination with those sections, constitutes the full
opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning
and disposing of the notes. The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent
it is inconsistent therewith.
Based on current market conditions, in the opinion
of our special tax counsel, it is reasonable to treat the notes for U.S. federal income tax purposes as prepaid forward contracts with
respect to the underlier. Assuming this treatment is respected, upon a sale or exchange of the notes (including redemption at maturity),
you should recognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and your tax basis
in the notes, which should equal the amount you paid to acquire the notes. This gain or loss on your notes should be treated as long-term
capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the original
issue price. However, the Internal Revenue Service (the “IRS”) or a court may not respect this treatment, in which case the
timing and character of any income or loss on the notes could be materially and adversely affected. In addition, in 2007 the U.S. Treasury
Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the
term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect
to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the
degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax;
and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate
to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments
on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these
issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You
should consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative
treatments and the issues presented by this notice.
Treasury regulations under Section 871(m) generally impose a withholding
tax on certain “dividend equivalents” under certain “equity linked instruments.” A recent IRS notice excludes
from the scope of Section 871(m) instruments issued prior to January 1, 2027 that do not have a “delta of one” with respect
to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”).
Based on our determination that the notes do not have a “delta of one” within the meaning of the regulations, we expect that
these regulations will not apply to the notes with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS
may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including
whether you enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential
application of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax advisor regarding
the potential application of Section 871(m) to the notes.
ERISA: as described under “Benefit Plan Investor Considerations”
on page S-92 of the accompanying prospectus supplement
Supplemental plan of distribution: we will agree to sell to Barclays
Capital Inc. (the “agent”), and the agent will agree to purchase from us, the face amount of the notes at the price specified
on the cover of this pricing supplement. The agent will commit to take and pay for all of the notes, if any are taken. The agent proposes
initially to offer the notes to the public at the initial issue price set forth on the cover page of this pricing supplement.
We expect that delivery of the notes will be made against payment for
the notes on the original issue date, which is more than one business day following the trade date. Notwithstanding anything to the contrary
in the accompanying prospectus supplement, under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, effective May 28, 2024,
trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to one business day before delivery will be required
to specify alternative settlement arrangements to prevent a failed settlement and should consult their own advisor.
We have been advised by Barclays Capital Inc. that it intends to make
a market in the notes. However, neither Barclays Capital Inc. nor any of our affiliates that makes a market is obligated to do so and
any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the notes.
Calculation agent: Barclays Bank PLC
CUSIP no.: 06745YQT2
ISIN no.: US06745YQT28
Conflicts of interest: Barclays Capital Inc. is an affiliate
of Barclays Bank PLC and, as such, has a “conflict of interest” in this offering within the meaning of Rule 5121 of the Financial
Industry Regulatory Authority, Inc. Consequently, the offering is being conducted in compliance with the provisions of Rule 5121. Barclays
Capital Inc. is not permitted to sell notes in this offering to an account over which it exercises discretionary authority without the
prior specific written approval of the account holder.
FDIC: the notes are not bank deposits and are not insured by
the U.S. Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency, nor are they obligations of,
or guaranteed by, a bank.
SUPPLEMENTAL TERMS OF THE NOTES
For purposes of the notes offered by this pricing supplement, all references
to each of the following terms used in the accompanying prospectus supplement will be deemed to refer to the corresponding term used in
this pricing supplement as set forth in the table below:
| Prospectus Supplement Term |
Pricing Supplement Term |
| Reference asset |
underlier |
| Payment at maturity |
cash settlement amount |
| Maturity date |
stated maturity date |
| Principal amount |
face amount |
| Initial level |
initial underlier level |
| Final level |
final underlier level |
| Initial valuation date |
trade date |
| Scheduled trading day |
trading day |
| Reference asset sponsor |
underlier sponsor |
In addition, the following terms used in this pricing supplement are
not used with respect to the notes in the accompanying prospectus, prospectus supplement and underlying supplement: underlier return,
cap level, maximum settlement amount, threshold level, threshold amount, threshold settlement amount and buffer rate. Accordingly, please
refer to “Key Terms” on PS-4 of this pricing supplement for the definitions of these terms. Additionally, if information in
this pricing supplement is inconsistent with the accompanying
prospectus, prospectus supplement or underlying supplement, this pricing
supplement will supersede those documents.
Notwithstanding anything to the contrary under “Reference Assets—Indices—Adjustments
Relating to Securities with an Index as a Reference Asset” on page S-82 of the accompanying prospectus supplement, if a successor
index is selected by the calculation agent as described in that section, the calculation agent may in its sole discretion adjust the initial
underlier level, any level derived from the initial underlier level and/or any closing level of that successor index with a view toward
offsetting, to the extent practicable, any difference in the relative levels of the original underlier and the successor index at the
time the original underlier is replaced by the successor index, but the calculation agent may not adjust any other term of the notes.
SELECTED PURCHASE CONSIDERATIONS
The notes are not appropriate for all investors. The notes may
be an appropriate investment for you if all of the following statements are true:
| · | You do not seek an investment that produces periodic interest or coupon payments or other sources of current income. |
| · | You seek a fixed return if the final underlier level is greater than or equal to the threshold level. |
| · | You do not anticipate that the final underlier level will be less than the threshold level, and you are willing and able to accept
the risk that, if it is, you will lose some, and possibly all, of the face amount of your notes. |
| · | You understand and accept that any positive return on the notes will be limited by the threshold settlement amount, and you will not
participate in any positive performance of the underlier above the cap level, which may be significant. |
| · | You are willing and able to accept the risks associated with an investment linked to the performance of the underlier, as explained
in more detail in the “Additional Risk Factors Specific to Your Notes” section of this pricing supplement. |
| · | You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the underlier
stocks, nor will you have any voting rights with respect to the underlier stocks. |
| · | You do not seek an investment for which there will be an active secondary market, and you are willing and able to hold the notes to
maturity. |
| · | You are willing and able to assume our credit risk for all payments on the notes. |
| · | You are willing and able to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority. |
The notes may not be an appropriate investment for you
if any of the following statements are true:
| · | You seek an investment that produces periodic interest or coupon payments or other sources of current income. |
| · | You seek an investment that provides for the full repayment of the face amount of your notes at maturity. |
| · | You anticipate that the final underlier level will be less than the threshold level, or you are unwilling or unable to accept the
risk that, if it is, you will lose some, and possibly all, of the face amount of your notes. |
| · | You seek an investment with uncapped exposure to any positive performance of the underlier. |
| · | You are unwilling or unable to accept the risks associated with an investment linked to the performance of the underlier, as explained
in more detail in the “Additional Risk Factors Specific to Your Notes” section of this pricing supplement. |
| · | You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the underlier stocks. |
| · | You seek an investment for which there will be an active secondary market and/or you are unwilling or unable to hold the notes to
maturity. |
| · | You are unwilling or unable to assume our credit risk for all payments on the notes. |
| · | You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority. |
You must rely on your own evaluation of the merits of an investment
in the notes. You should reach a decision whether to invest in the notes after carefully considering, with your advisors, the
appropriateness of the notes in light of your investment objectives and the specific information set forth in this pricing supplement,
the prospectus, the prospectus supplement and the underlying supplement. Neither the issuer nor Barclays Capital Inc. makes any recommendation
as to the appropriateness of the notes for investment.
HYPOTHETICAL EXAMPLES
The following table and chart are provided for purposes of illustration
only. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact
that the various hypothetical closing levels on the determination date could have on the cash settlement amount at maturity assuming all
other variables remain constant.
The examples below are based on a range of final underlier levels that
are entirely hypothetical; no one can predict what the closing level will be on any day throughout the term of your notes, and no one
can predict what the final underlier level will be on the determination date. The underlier has been highly volatile in the past—meaning
that the closing level has changed considerably in relatively short periods—and its performance cannot be predicted for any future
period.
The information in the following examples reflects hypothetical rates
of return on the notes assuming that they are purchased on the original issue date at the face amount and held to the stated maturity
date. If you sell your notes in a secondary market prior to the stated maturity date, your return will depend upon the market value of
your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below, such as interest
rates, the volatility of the underlier and our creditworthiness. In addition, assuming no changes in market conditions or our creditworthiness
and any other relevant factors, the value of your notes on the trade date will, and the price you may receive for your notes may, be significantly
less than the initial issue price. For more information on the value of your notes in the secondary market, see “Risk Factors”
on page S-9 of the accompanying prospectus supplement and “Additional Risk Factors Specific to Your Notes—Risks Relating to
the Estimated Value of the Notes and the Secondary Market—The Estimated Value of Your Notes Is Not a Prediction of the Prices at
Which You May Sell Your Notes in the Secondary Market, if Any, and Such Secondary Market Prices, if Any, Will Likely Be Lower Than the
Initial Issue Price of Your Notes and May Be Lower Than the Estimated Value of Your Notes” on page PS-17 of this pricing supplement.
The information in the table also reflects the key hypothetical terms and assumptions in the following box.
| Key Hypothetical Terms and Assumptions |
| Face amount |
$1,000 |
| Cap level |
108.80% of the initial underlier level |
| Threshold settlement amount |
$1,088.00 |
| Threshold level |
90.00% of the initial underlier level |
| Buffer rate |
approximately 111.11% |
| Threshold amount |
10.00% |
| Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination date |
| No change in or affecting any of the underlier stocks or the method by which the underlier sponsor calculates the underlier |
| Notes purchased on original issue date for the initial issue price noted on the cover page of this pricing supplement and held to the stated maturity date |
Moreover, we have not yet set the initial underlier level that will
serve as the baseline for determining the underlier return and the amount that we will pay on your notes, if any, at maturity. We will
not do so until the trade date. As a result, the actual initial underlier level may differ substantially from the closing level of the
underlier prior to the trade date.
For these reasons, the actual performance of the underlier over the
term of your notes, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples shown below
or to the historical closing levels of the underlier shown elsewhere in this pricing supplement. For information about the historical
closing levels of the underlier during recent periods, see “The Underlier—Historical Closing Levels of the Underlier”
below. Before investing in the notes, you should consult publicly available information to determine the levels of the underlier between
the date of this pricing supplement and the date of your purchase of the notes.
Also, the hypothetical examples shown below do not take into account
the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the after-tax
rate of return on your notes to a comparatively greater extent than the after-tax return on the underlier stocks.
The levels in the left column of the table below represent hypothetical
final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent the
hypothetical cash settlement amounts, each based on the corresponding hypothetical final underlier level (expressed as a percentage of
the initial underlier level), and are expressed as percentages of the face amount of a note (rounded to the nearest one-thousandth of
a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver for
each $1,000 of the outstanding face amount of the notes on the stated maturity date would equal 100.000% of the face amount of a note,
based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level) and the assumptions
noted above.
Hypothetical Final Underlier Level
(as Percentage of Initial Underlier Level) |
Hypothetical Cash Settlement Amount
(as Percentage of Face Amount) |
| 150.000% |
108.800% |
| 140.000% |
108.800% |
| 130.000% |
108.800% |
| 120.000% |
108.800% |
| 110.000% |
108.800% |
| 108.800% |
108.800% |
| 105.000% |
108.800% |
| 102.500% |
108.800% |
| 100.000% |
108.800% |
| 95.000% |
108.800% |
| 90.000% |
108.800% |
| 89.999% |
99.999% |
| 80.000% |
88.889% |
| 75.000% |
83.333% |
| 50.000% |
55.556% |
| 25.000% |
27.778% |
| 0.000% |
0.000% |
If, for example, the final underlier level were determined to be 25.000%
of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be approximately 27.778%
of the face amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at
the face amount and held them to the stated maturity date, you would lose approximately 72.222% of your investment (if you purchased your
notes at a premium to face amount, you would lose a correspondingly higher percentage of your investment). In addition, if the final underlier
level were determined to be 90.000% or more of the initial underlier level, the cash settlement amount that we would deliver on your notes
at maturity would be limited to the threshold settlement amount, or 108.800% of each $1,000 face amount of your notes, as shown in the
table above. As a result, if you purchased your notes on the original issue date and held them to the stated maturity date, you would
not receive more than the threshold settlement amount for each $1,000 face amount of your notes, regardless of the extent to which the
final underlier level may be greater than 90.000% of the initial underlier level.
The following chart also shows a graphical illustration of the hypothetical
cash settlement amounts (expressed as a percentage of the face amount of your notes) that we would pay on your notes on the stated maturity
date, if the final underlier level (expressed as a percentage of the initial underlier level) were any of the hypothetical levels shown
on the horizontal axis. The chart shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier
level) of less than 90.000% (the section left of the 90.000% marker on the horizontal axis) would result in a hypothetical cash settlement
amount of less than 100.000% of the face amount of your notes (the section below the 100.000% marker on the vertical axis) and, accordingly,
in a loss of principal to the holder of the notes. The chart also shows that any hypothetical final underlier level (expressed as a percentage
of the initial underlier level)
of greater than or equal to 90.000% (the section right of the 90.000%
marker on the horizontal axis) would result in a capped return on your investment.
The cash settlement amounts shown above are entirely hypothetical; they
are based on closing levels for the underlier that may not be achieved on the determination date and on assumptions that may prove to
be erroneous. The actual market value of your notes on the stated maturity date or at any other time, including any time you may wish
to sell your notes, may bear little relation to the hypothetical cash settlement amounts shown above, and these amounts should not be
viewed as an indication of the financial return on an investment in the notes. The hypothetical cash settlement amounts on notes held
to the stated maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect
the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be affected
by the amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on your investment
will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples.
Please read “Additional Risk Factors Specific to Your Notes—Risks
Relating to the Estimated Value of the Notes and the Secondary Market—Many Economic and Market Factors Will Impact the Value of
Your Notes” on page PS-16 of this pricing supplement.
We cannot predict the actual final underlier
level or what the market value of your notes will be on any particular trading day, nor can we predict the relationship between the closing
level of the underlier and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will
receive, if any, at maturity and the rate of return on the notes will depend on the actual initial underlier level, cap level and threshold
settlement amount that we will set on the trade date and the actual final underlier level determined by the calculation agent as described
above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount
of cash to be paid in respect of your notes, if any, on the stated maturity date may be very different from the information reflected
in the table and chart above.
Additional Risk
Factors Specific to Your Notes
An investment in the notes involves significant
risks. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the notes. Investing in
the notes is not equivalent to investing directly in the underlier or any of the underlier stocks, i.e. the stocks composing the underlier.
Some of the risks that apply to an investment in the notes are summarized below, but we urge you to read the more detailed explanation
of risks relating to the notes generally in the “Risk Factors” section of the prospectus supplement. You should not purchase
the notes unless you understand and can bear the risks of investing in the notes.
Risks Relating to the Notes Generally
You May Lose Your Entire Investment in the
Notes
You can lose your entire investment in the notes. The cash payment on
your notes, if any, on the stated maturity date will be based on the performance of the underlier as measured from the initial underlier
level set on the trade date to the closing level of the underlier on the determination date (also referred to as the “final underlier
level”). If the final underlier level is less than the threshold level, you will lose approximately 1.1111% of the face amount of
your notes for every 1% that the final underlier level is less than the threshold level. Thus, you may lose your entire investment in
the notes, which would include any premium to face amount you paid when you purchased the notes.
Also, the market price of your notes prior to the stated maturity date
may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the stated maturity
date, you may receive far less than the amount of your investment in the notes.
Your Maximum Payment on the Notes Is Limited
to the Threshold Settlement Amount
Your ability to participate in any change in the value of the underlier
over the term of your notes will be limited because of the maximum settlement amount (which is equal to the threshold settlement amount),
which will be set on the trade date. The maximum settlement amount will limit the cash settlement amount you may receive for each of your
notes at maturity, no matter how much the level of the underlier may rise beyond the initial underlier level over the term of your notes.
Accordingly, the amount payable for each of your notes may be significantly less than it would have been had you invested directly in
the underlier.
If You Purchase Your Notes at a Premium to
Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount or a Discount and the Impact
of Certain Key Terms of the Notes Will Be Negatively Affected
The cash settlement amount will not be adjusted based on the issue price
you pay for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your investment
in such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at
face amount or a discount to face amount. If you purchase your notes at a premium to face amount and hold them to the stated maturity
date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at face amount or a
discount to face amount. In addition, the impact of the threshold level and the cap level on the return on your investment will depend
upon the price you pay for your notes relative to face amount. For example, while the threshold level will still provide for an increase
in the return on the notes if the final underlier level is greater than or equal to the threshold level but less than the cap level, if
the final underlier level is less than the threshold level you will incur a greater percentage decrease in your investment in the notes
than would have been the case for notes purchased at face amount or a discount to face amount. Similarly, if you purchase your notes at
a premium to face amount, the cap level will only permit a lower return on your investment in the notes than would have been the case
for notes purchased at face amount or a discount to face amount.
The Stated Maturity Date of the Notes Is a Pricing
Term and Will Be Determined By Us on the Trade Date
We will not fix the stated maturity date until the trade date. The term
of the notes could be as short as the low end of the range and as long as the high end of the range set forth on the cover page of this
pricing supplement. You should be willing and able to hold your notes for up to the high end of the range set forth on the cover page
of this pricing supplement. The stated maturity date selected by us could have an impact on the value of the notes.
Any Payment on the Notes Will Be Determined Based
on the Closing Levels of the Underlier on the Dates Specified
Any payment on the notes will be determined based on the closing levels
of the underlier on the dates specified. You will not benefit from any more favorable value of the underlier determined at any other time.
No Interest or Dividend Payments or Voting Rights
or Rights to Receive Any Underlier Stock
As a holder of the notes, you will not receive interest payments. As
a result, even if the amount payable on the stated maturity date exceeds the face amount of your notes, the overall return you earn on
your notes may be less than you would have earned by investing in a non-index-linked debt security of comparable maturity that bears interest
at a prevailing market rate. In addition, as a holder of the notes, you will not have voting rights or rights to receive cash dividends
or other distributions or other rights that holders of the underlier stocks would have. Furthermore, investing in the notes will not make
you a holder of any of the underlier stocks. Your notes will be paid in cash and you will have no right to receive delivery of any underlier
stocks.
The U.S. Federal Income Tax Consequences of an
Investment in the Notes Are Uncertain
There is no direct legal authority regarding the proper
U.S. federal income tax treatment of the notes, and we do not plan to request a ruling from the IRS. Consequently, significant aspects
of the tax treatment of the notes are uncertain, and the IRS or a court might not agree with the treatment of the notes as prepaid forward
contracts, as described above under “Key Terms—Tax consequences.” If the IRS were successful in asserting an alternative
treatment for the notes, the tax consequences of the ownership and disposition of the notes could be materially and adversely affected.
In addition, in 2007 the Treasury Department and the IRS released a
notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You should review carefully the
sections of the accompanying prospectus supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences
to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts” and, if you are a non-U.S. holder, “—Tax
Consequences to Non-U.S. Holders,” and consult your tax advisor regarding the U.S. federal tax consequences of an investment in
the notes (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.
Risks Relating to the Issuer
Credit of Issuer
The notes are unsecured and unsubordinated debt obligations of the issuer,
Barclays Bank PLC, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the notes,
including any repayment of principal, is subject to the ability of Barclays Bank PLC to satisfy its obligations as they come due and is
not guaranteed by any third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the market value
of the notes and, in the event Barclays Bank PLC were to default on its obligations, you might not receive any amount owed to you under
the terms of the notes.
You May
Lose Some or All of Your Investment If Any U.K. Bail-in Power Is Exercised by the Relevant U.K. Resolution Authority
Notwithstanding and to the exclusion
of any other term of the notes or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial
owner of the notes (or the trustee on behalf of the holders of the notes), by acquiring the notes, each holder and beneficial owner of
the notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution
authority as set forth under “Consent to U.K. Bail-in Power” in this pricing supplement. Accordingly, any U.K. Bail-in Power
may be exercised in such a manner as to result in you and other holders and beneficial owners of the notes losing all or a part of the
value of your investment in the notes or receiving a different security from the notes, which may be worth significantly less than the
notes and which may have significantly fewer protections than those typically afforded to debt securities. Moreover, the relevant U.K.
resolution authority may exercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent of, the holders
and beneficial owners of the notes. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the
notes will not be a default or an Event of Default (as each term is defined in the senior debt securities indenture) and the trustee will
not be liable for any action that the trustee takes, or abstains from taking, in either case, in accordance with the exercise of the U.K.
Bail-in Power by the relevant U.K. resolution authority with respect to the notes. See “Consent to U.K. Bail-in Power” in
this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory
action in the event a bank or investment firm in the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution
authority of a variety of statutory resolution powers, could materially adversely affect the value of any securities” and “Risk
Factors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exercise
of any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement.
Risks Relating to the Underlier
Adjustments to the Underlier Could Adversely
Affect the Value of the Notes
The underlier sponsor may add,
delete, substitute or adjust the underlier stocks or make other methodological changes to the underlier that could affect its performance.
The calculation agent will calculate the value to be used as the closing level of the underlier in the event of certain material changes
in or modifications to the underlier. In addition, the underlier sponsor may also discontinue
or suspend calculation or publication of the underlier at any time. Under these circumstances, the calculation agent may select a successor
index that the calculation agent determines to be comparable to the underlier or, if no successor index is available, the calculation
agent will determine the value to be used as the closing level of the underlier. Any of these actions could adversely affect the value
of the underlier and, consequently, the value of the notes. See “Reference Assets—Indices—Adjustments Relating to Securities
with an Index as a Reference Asset” on page S-82 of the accompanying prospectus supplement, as modified by “Supplemental Terms
of the Notes” above.
Risks Relating to Conflicts of Interest
We and Our Affiliates, and Any Dealer Participating
in the Distribution of the Notes, May Engage in Various Activities or Make Determinations That Could Materially Affect Your Notes in Various
Ways and Create Conflicts of Interest
We and our affiliates play a variety of roles in connection with the
issuance of the notes, as described below. In performing these roles, our and our affiliates’ economic interests are potentially
adverse to your interests as an investor in the notes.
In connection with our normal business activities and in connection
with hedging our obligations under the notes, we and our affiliates make markets in and trade various financial instruments or products
for our accounts and for the account of our clients and otherwise provide investment banking and other financial services with respect
to these financial instruments and products. These financial instruments and products may include securities, derivative instruments or
assets that may relate to the underlier or its components. In any such market making, trading and hedging activity, investment banking
and other
financial services, we or our affiliates may take positions or take
actions that are inconsistent with, or adverse to, the investment objectives of the holders of the notes. We and our affiliates have no
obligation to take the needs of any buyer, seller or holder of the notes into account in conducting these activities. Such market making,
trading and hedging activity, investment banking and other financial services may negatively impact the value of the notes.
In addition, the role played by Barclays Capital Inc., as the agent
for the notes, could present significant conflicts of interest with the role of Barclays Bank PLC, as issuer of the notes. For example,
Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the distribution of the notes and such
compensation or financial benefit may serve as an incentive to sell the notes instead of other investments. Furthermore, we and our affiliates
establish the offering price of the notes for initial sale to the public, and the offering price is not based upon any independent verification
or valuation.
Furthermore, if any dealer participating in the distribution of the
notes or any of its affiliates conducts hedging activities for us in connection with the notes, that participating dealer or its affiliates
will expect to realize a projected profit from such hedging activities, and this projected profit will be in addition to any selling concession
that the participating dealer realizes for the sale of the notes to you. This additional projected profit may create a further incentive
for the participating dealer to sell the notes to you.
In addition to the activities described above, we will also act as the
calculation agent for the notes. As calculation agent, we will determine any values of the underlier and make any other determinations
necessary to calculate any payments on the notes. In making these determinations, we may be required to make discretionary judgments,
including determining whether a market disruption event has occurred on any date that the value of the underlier is to be determined;
if the underlier is discontinued or if the sponsor of the underlier fails to publish the underlier, selecting a successor index or, if
no successor index is available, determining any value necessary to calculate any payments on the notes; and calculating the value of
the underlier on any date of determination in the event of certain changes in or modifications to the underlier. In making these discretionary
judgments, our economic interests are potentially adverse to your interests as an investor in the notes, and any of these determinations
may adversely affect any payments on the notes.
Risks Relating to the Estimated Value of the Notes and the Secondary
Market
Lack of Liquidity
The notes will not be listed on any securities exchange. Barclays Capital
Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the notes but are not required to do so, and may
discontinue any such secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory,
which may inhibit the development of a secondary market for the notes. Even if there is a secondary market, it may not provide enough
liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes,
the price at which you may be able to trade your notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other
affiliates of Barclays Bank PLC are willing to buy the notes. The notes are not designed to be short-term trading instruments. Accordingly,
you should be willing and able to hold your notes to maturity.
Many Economic and Market Factors Will Impact
the Value of Your Notes
In addition to the level of the underlier, the value of the notes will
be affected by a number of economic and market factors that may either offset or magnify each other, including: the expected volatility
of the underlier; the time to maturity of the notes; the dividend rates on the underlier stocks; interest and yield rates in the market
generally; supply and demand for the notes; a variety of economic, financial, political, regulatory or judicial events; and our creditworthiness,
including actual or anticipated downgrades in our credit ratings.
The Estimated Value of Your Notes Is Expected
to Be Lower Than the Initial Issue Price of Your Notes
The estimated value of your notes on the trade date is expected to be
lower, and may be significantly lower, than the initial issue price of your notes. The difference between the initial issue price of your
notes and the estimated value of the notes is expected as a result of certain factors, such as any sales commissions expected to be paid
to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed
or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring
the notes, the estimated cost that we may incur in hedging our obligations under the notes, and estimated development and other costs
that we may incur in connection with the notes. These other costs will include a fee paid to iCapital Markets LLC, an electronic platform
in which an affiliate of Goldman Sachs & Co. LLC, who is acting as a dealer in connection with the distribution of the notes, holds
an indirect minority equity interest, for services it is providing in connection with this offering.
The Estimated Value of Your Notes Might Be Lower
If Such Estimated Value Were Based on the Levels at Which Our Debt Securities Trade in the Secondary Market
The estimated value of your notes on the trade date is based on a number
of variables, including our internal funding rates. Our internal funding rates may vary from the levels at which our benchmark debt securities
trade in the secondary market. As a result of this difference, the estimated values referenced above might be lower if such estimated
values were based on the levels at which our benchmark debt securities trade in the secondary market.
The Estimated Value of Your Notes Is Based on
Our Internal Pricing Models, Which May Prove to Be Inaccurate and May Be Different from the Pricing Models of Other Financial Institutions
The estimated value of your notes on the trade date is based on our
internal pricing models, which take into account a number of variables and are based on a number of subjective assumptions, which may
or may not materialize. These variables and assumptions are not evaluated or verified on an independent basis. Further, our pricing models
may be different from other financial institutions’ pricing models and the methodologies used by us to estimate the value of the
notes may not be consistent with those of other financial institutions that may be purchasers or sellers of notes in the secondary market.
As a result, the secondary market price of your notes may be materially different from the estimated value of the notes determined by
reference to our internal pricing models.
The Estimated Value of Your Notes Is Not a Prediction
of the Prices at Which You May Sell Your Notes in the Secondary Market, If Any, and Such Secondary Market Prices, If Any, Will Likely
Be Lower Than the Initial Issue Price of Your Notes and May Be Lower Than the Estimated Value of Your Notes
The estimated value of the notes will not be a prediction of the prices
at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the notes from you in secondary market
transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell your notes
in the secondary market at any time will be influenced by many factors that cannot be predicted, such as market conditions (described
above under “Many Economic and Market Factors Will Impact the Value of Your Notes”), and any bid and ask spread for similar
sized trades, and may be substantially less than our estimated value of the notes. Further, as secondary market prices of your notes take
into account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs related
to the notes such as fees, commissions, discounts, and the costs of hedging our obligations under the notes, secondary market prices of
your notes will likely be lower than the initial issue price of your notes. As a result, the price at which Barclays Capital Inc., other
affiliates of ours or third parties may be willing to purchase the notes from you in secondary market transactions, if any, will likely
be lower than the price you paid for your notes, and any sale prior to the maturity date could result in a substantial loss to you.
The Temporary Price at Which We May Initially
Buy the Notes in the Secondary Market and the Value We May Initially Use for Customer Account Statements, If We Provide Any Customer Account
Statements at All, May Not Be Indicative of Future Prices of Your Notes
Assuming that all relevant factors remain constant after the trade date,
the price at which Barclays Capital Inc. may initially buy or sell the notes in the secondary market (if Barclays Capital Inc. makes a
market in the notes, which it is not obligated to do) and the value that we may initially use for customer account statements, if we provide
any customer account statements at all, may exceed our estimated value of the notes on the trade date, as well as the secondary market
value of the notes, for a temporary period after the initial issue date of the notes. The price at which Barclays Capital Inc. may initially
buy or sell the notes in the secondary market and the value that we may initially use for customer account statements may not be indicative
of future prices of your notes.
The Underlier
The underlier consists of stocks of 500 companies selected to provide
a performance benchmark for the U.S. equity markets. For more information about the underlier, see “Indices—The S&P U.S.
Indices” in the accompanying underlying supplement.
In addition, information about the underlier may be obtained from other
sources, including, but not limited to, the underlier sponsor’s website (including information regarding the underlier’s sector
weightings). We are not incorporating by reference into this pricing supplement the website or any material it includes. Neither we nor
any agent or dealer for this offering makes any representation that this publicly available information regarding the underlier is accurate
or complete.
Historical Closing Levels of the Underlier
You should not take the historical levels of the underlier as an
indication of the future performance of the underlier. The closing level of the underlier has fluctuated in the past and may, in the
future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier during any
period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the term
of your notes. We cannot give you any assurance that the future performance of the underlier or the underlier stocks will not result in
a loss on your initial investment on the stated maturity date.
Neither we nor any of our affiliates make any representation to you
as to the performance of the underlier. The actual performance of the underlier over the term of the notes, as well as the cash settlement
amount, may bear little relation to the historical levels shown below.
The following graph sets forth the historical performance of the underlier
based on the daily closing levels from January 2, 2019 through November 25, 2024. The closing level of the underlier on November 25, 2024
was 5,987.37. The dotted line indicates a hypothetical buffer level of 90.00% of the closing level of the underlier on November 25, 2024.
The actual buffer level will be equal to 90.00% of the initial underlier level.
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