The information in this preliminary
pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus, prospectus
supplement, product supplement and underlying supplement do not constitute an offer to sell the notes and we are not soliciting an offer
to buy the notes in any state where the offer or sale is not permitted.
Subject to Completion. Dated July
30, 2024
PRICING SUPPLEMENT dated August , 2024
(To the Prospectus dated May 23, 2022,
the Prospectus Supplement dated June 27, 2022,
the Product Supplement No. WF-2 dated November 1, 2022
and
the Underlying Supplement dated June 27, 2022) |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-265158
![barclays PLC logo](https://www.sec.gov/Archives/edgar/data/312070/000095010324011169/image_004.jpg)
|
Barclays Bank PLC
Global Medium-Term Notes, Series A |
Market Linked Notes—Upside Participation to a
Cap and Principal Return at Maturity
Notes Linked to the S&P 500®
Index due June 4, 2027 |
n Linked
to the S&P 500® Index (the “Index”)
n Unlike
ordinary debt securities, the notes do not pay interest. Instead, the notes provide for a maturity payment amount that may be greater
than or equal to the principal amount of the notes, depending on the performance of the Index from the starting level to the ending level.
The maturity payment amount will reflect the following terms:
n If
the level of the Index increases, you will receive the principal amount plus a positive return equal to 100% of the percentage increase
in the level of the Index from the starting level to the ending level, subject to a maximum return at maturity of at least 18.00% (to
be determined on the pricing date) of the principal amount. As a result of the maximum return, the maximum maturity payment amount will
be at least $1,180.00 per note.
n If
the level of the Index remains flat or decreases, you will receive the principal amount, but you will not receive any positive return
on your investment.
n Repayment
of principal at maturity regardless of Index performance (subject to issuer credit risk)
n Any
payment on the notes, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed
by any third party. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in
Power (as described on page PPS-6 of this pricing supplement) by the relevant U.K. resolution authority, you might not receive any amounts
owed to you under the notes. See “Selected Risk Considerations” and “Consent to U.K. Bail-in Power” in this pricing
supplement and “Risk Factors” in the accompanying prospectus supplement.
n No
periodic interest payments or dividends
n No
exchange listing; designed to be held to maturity |
See “Additional Information about the Issuer
and the Notes” on page PPS-4 of this pricing supplement. The notes will have the terms specified in the prospectus dated May 23,
2022, the prospectus supplement dated June 27, 2022, the product supplement no. WF-2 dated November 1, 2022 and the underlying supplement
dated June 27, 2022, as supplemented or superseded by this pricing supplement.
The notes have complex features and investing
in the notes involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations”
on page PPS-9 herein, “Risk Factors” beginning on page PS-3 of the product supplement and “Risk Factors” beginning
on page S-9 of the prospectus supplement.
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.
Neither the U.S. Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of these notes or determined that this
pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
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” on page PPS-6 of this pricing supplement.
|
Original Offering Price(1) |
Agent Discount(2), (3) |
Proceeds to Barclays Bank PLC |
Per Note |
$1,000.00 |
$30.75 |
$969.25 |
Total |
|
|
|
| (1) | Our
estimated value of the notes on the pricing date, based on our internal pricing models, is
expected to be between $944.40 and $964.40 per note. The estimated value is expected to be
less than the original offering price of the notes. See “Additional Information Regarding
Our Estimated Value of the Notes” on page PPS-5 of this pricing supplement. |
| (2) | Wells
Fargo Securities, LLC (“WFS”) and Barclays Capital Inc. are the agents
for the distribution of the notes and are acting as principal. The agent will receive an
underwriting discount of up to $30.75 per note. Barclays Capital Inc. will sell the notes
to WFS at the original offering price of the notes less a concession not in excess of $30.75
per note. WFS may provide dealers, which may include Wells Fargo Advisors (“WFA”)
(the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing
Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a selling concession
of $20.00 per note. In addition to the concession allowed to WFA, WFS may pay $0.75 per note
of the agent’s discount to WFA as a distribution expense fee for each note sold by
WFA. See “Terms of the Notes—Supplemental Plan of Distribution” in this
pricing supplement for further information. |
| (3) | In
respect of certain notes sold in this offering, Barclays Capital Inc. may pay a fee of up
to $2.50 per note to selected securities dealers in consideration for marketing and other
services in connection with the distribution of the notes to other securities dealers. |
Wells Fargo
Securities |
Barclays Capital
Inc. |
Market Linked Notes—Upside Participation to
a Cap and Principal Return at Maturity
Notes Linked to the S&P 500®
Index due June 4, 2027
Terms
of the Notes
Issuer: |
Barclays Bank PLC |
Market Measure1: |
S&P 500® Index (Bloomberg ticker symbol “SPX<Index>”) (the “Index”) |
Pricing Date: |
August 29, 2024 |
Issue Date: |
September 4, 2024 |
Calculation Day2: |
June 1, 2027 |
Stated Maturity Date2: |
June 4, 2027 |
Principal Amount: |
$1,000 per note. References in this pricing supplement to a “note” are to a note with a principal amount of $1,000. |
Maturity Payment Amount: |
On the stated maturity date, you will be entitled
to receive a cash payment per note in U.S. dollars equal to the maturity payment amount. The “maturity payment amount”
per note will equal:
· if
the ending level is greater than the starting level: $1,000 plus the lesser of:
(i) $1,000
× index return × upside participation rate; and
(ii) the
maximum return; or
· if
the ending level is less than or equal to the starting level: $1,000
Any payment on the notes, including any
repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If Barclays
Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power by the relevant U.K.
resolution authority, you might not receive any amounts owed to you under the notes. |
Maximum Return: |
The “maximum return” will be determined on the pricing date and will be at least 18.00% of the principal amount (at least $180.00 per note). As a result of the maximum return, the maximum maturity payment amount will be at least $1,180.00 per note. |
Upside Participation Rate: |
100% |
Index Return: |
The “index return” is the percentage
change from the starting level to the ending level, measured as follows:
ending level – starting level
starting level |
Starting Level: |
, which is the closing level of the Index on the pricing date |
Ending Level: |
The “ending level” will be the closing level of the Index on the calculation day. |
Closing Level: |
“Closing level” has the meaning set forth under “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Certain Definitions” in the product supplement. |
Additional Terms: |
Terms used in this pricing supplement, but not defined herein, will have the meanings ascribed to them in the product supplement, provided that terms used in this pricing supplement, but not defined herein or in the product supplement, will have the meanings ascribed to them in the prospectus supplement. |
Calculation Agent: |
Barclays Bank PLC |
Tax Considerations: |
For a discussion of the tax considerations relating to ownership and disposition of the notes, see “Tax Considerations.” |
Denominations: |
$1,000 and any integral multiple of $1,000 |
CUSIP / ISIN: |
06745UMC1 / US06745UMC17 |
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
Supplemental Plan of Distribution: |
Wells Fargo Securities, LLC (“WFS”)
and Barclays Capital Inc. will act as agents for the notes. The agent will receive an underwriting discount of up to $30.75 per note.
Barclays Capital Inc. will sell the notes to WFS at the original offering price of the notes less a concession not in excess of $30.75
per note. WFS may provide dealers, which may include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage
business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a selling
concession of $20.00 per note. In addition to the concession allowed to WFA, WFS may pay $0.75 per note of the agent’s discount
to WFA as a distribution expense fee for each note sold by WFA.
In addition, in respect of certain notes sold
in this offering, Barclays may pay a fee of up to $2.50 per note to selected securities dealers in consideration for marketing and other
services in connection with the distribution of the notes to other securities dealers.
Barclays Bank PLC or its affiliate will enter
into swap agreements or related hedge transactions with one of its other affiliates or unaffiliated counterparties in connection with
the sale of the notes. If WFS, Barclays Capital Inc. or an affiliate of either agent participating as a dealer in the distribution of
the notes conducts hedging activities for Barclays Bank PLC in connection with the notes, such agent or participating dealer will expect
to realize a projected profit from such hedging activities, and this projected profit will be in addition to any discount, concession
or fee received in connection with the sale of the notes to you. This additional projected profit may create a further incentive for the
agents or participating dealers to sell the notes to you.
We expect that delivery of the notes will
be made against payment for the notes on the issue date, which is more than one business day following the pricing 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. |
______________________
1 If
the Index is discontinued or if the sponsor of the Index fails to publish the Index, the calculation agent may select a successor index
or, if no successor index is available, will calculate the value to be used as the closing level of the Index. In addition, the calculation
agent will calculate the value to be used as the closing level of the Index in the event of certain changes in or modifications to the
Index. For more information, see “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Adjustments
to an Index” and “—Discontinuance of an Index” in the accompanying product supplement.
2 If
the calculation day is not a trading day, the calculation day will be postponed to the next succeeding trading day. The calculation day
will also be postponed if a market disruption event occurs on the calculation day as described under “General Terms of the Notes—Consequences
of a Market Disruption Event; Postponement of a Calculation Day—Notes Linked to a Single Market Measure” in the accompanying
product supplement. In addition, the stated maturity date will be postponed if that day is not a business day or if the calculation day
is postponed as described under “General Terms of the Notes—Payment Dates” in the accompanying product supplement.
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
Additional
Information about the Issuer and the Notes
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 these notes are a part, the product supplement no. WF-2 dated November 1, 2022 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 “Selected
Risk Considerations” in 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.
To the extent the information or terms in this
pricing supplement are different from or inconsistent with the information or terms in the prospectus, prospectus supplement, product
supplement or underlying supplement, the information and terms in this pricing supplement will control. To the extent the information
or terms in the product supplement are different from or inconsistent with the information or terms in the prospectus or prospectus supplement,
the information and terms in the product supplement will control.
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. As used in this
pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC.
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
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 “pricing date”) based on prevailing market conditions
on or prior to the pricing date and will be communicated to investors orally and/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 pricing 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 pricing
date is expected to be less than the original offering price of the notes. The difference between the original offering 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.
Our estimated value on the pricing 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 pricing 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 pricing 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 the “Selected Risk
Considerations” beginning on page PPS-9 of this pricing supplement.
You may revoke your offer to purchase the notes
at any time prior to the pricing date. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to
their pricing 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.
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
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 “Selected
Risk Considerations—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.
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
Investor
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 anticipate that the ending level will be
greater than the starting level, and you are willing and able to accept the risk that, if it is not, you will receive only the principal
amount of your notes at maturity. |
| § | You are willing and able to accept that any potential
return on the notes is limited to the maximum return. |
| § | You are willing and able to accept the risks
associated with an investment linked to the performance of the Index, as explained in more detail in the “Selected Risk Considerations”
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 securities composing the Index, nor will you have any
voting rights with respect to the securities composing the Index. |
| § | 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 anticipate that the ending level will be
less than or equal to the starting level, or you are unwilling or unable to accept the risk that, if it is, you will receive only the
principal amount of your notes at maturity. |
| § | You seek an investment with uncapped exposure
to any positive performance of the Index. |
| § | You are unwilling or unable to accept the risks
associated with an investment linked to the performance of the Index, as explained in more detail in the “Selected Risk Considerations”
section of this pricing supplement. |
| § | You seek an investment that entitles you to dividends
or distributions on, or voting rights related to, the securities composing the Index. |
| § | 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. |
The considerations identified above are not
exhaustive. Whether or not the notes are an appropriate investment for you will depend on your individual circumstances, and you should
reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the
appropriateness of an investment in the notes in light of your particular circumstances. You should also review carefully the “Selected
Risk Considerations” beginning on page PPS-9 of this pricing supplement and the “Risk Factors” beginning on page PS-3
of the accompanying product supplement and the “Risk Factors” beginning on page S-9 of the accompanying prospectus supplement
for risks related to an investment in the notes. For more information about the Index, please see the section titled “The S&P
500® Index” below.
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
Determining
the Maturity Payment Amount
On the stated maturity date, you will receive
a cash payment per note (the maturity payment amount) calculated as follows:
![](https://www.sec.gov/Archives/edgar/data/312070/000095010324011169/image_005.jpg)
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
Selected
Risk Considerations
An investment in the notes involves significant
risks. Investing in the notes is not equivalent to investing directly in the Index or its components. 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” sections of the product supplement and 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 Not Receive Any Positive Return On
Your Investment In The Notes — Any amount you receive on the notes at stated maturity in excess of the principal amount will
depend on the percentage increase, if any, in the ending level of the Index relative to the starting level. Because the level of the Index
will be subject to market fluctuations, the ending level may be less than the starting level, in which case you will receive only the
principal amount of your notes at stated maturity. Even if the ending level is greater than the starting level, the amount you receive
at stated maturity may be only slightly greater than the principal amount, and your yield on the notes may be less than the yield you
would earn if you bought a traditional interest-bearing debt security of Barclays or another issuer with a similar credit rating with
the same stated maturity date. |
| · | Your Return Will Be Limited To The Maximum
Return And May Be Lower Than The Return On A Direct Investment In The Securities Composing The Index — The opportunity to participate
in the possible increases in the level of the Index through an investment in the notes will be limited because any positive return on
the notes will not exceed the maximum return, regardless of any increase in the level of the Index, which may be significant. Therefore,
your return on the notes may be lower than the return on a direct investment in the Index. Furthermore, the effect of the upside participation
rate will be progressively reduced for all ending levels exceeding the ending level at which the maximum return is reached. |
| · | No Periodic Interest Will Be Paid On The Notes
— No periodic payments of interest will be made on the notes. |
| · | Any Payment On The Notes Will Be Determined
Based On The Closing Levels Of The Index On The Dates Specified — Any payment on the notes will be determined based on the closing
levels of the Index on the dates specified. You will not benefit from any more favorable level of the Index determined at any other time. |
| · | Owning The Notes Is Not The Same As Owning
The Securities Composing The Index — The return on your notes may not reflect the return you would realize if you actually owned
the securities composing the Index. For instance, as a holder of the notes, you will not have voting rights or rights to receive cash
dividends or other distributions or any other rights that holders of the securities composing the Index would have. |
| · | No Assurance That The Investment View Implicit
In The Notes Will Be Successful — It is impossible to predict whether and the extent to which the level of the Index will rise
or fall. There can be no assurance that the ending level will be greater than the starting level. The level of the Index will be influenced
by complex and interrelated political, economic, financial and other factors that affect the Index and the securities composing the Index.
You should be willing to accept the downside risks associated with equities in general and the Index in particular. |
| · | You Will Be Required To Recognize Taxable
Income On The Notes Prior To Maturity — If you are a U.S. holder of a note, under our intended treatment of the notes, you will
be required to recognize taxable interest income in each year that you hold the note, even though you will not receive any payment in
respect of the note prior to maturity (or earlier sale, exchange or retirement). In addition, any gain you recognize will be treated as
ordinary interest income rather than capital gain. You should review the section of this pricing supplement entitled “Tax Considerations.” |
Risks Relating to the Issuer
| · | The Notes Are Subject To The Credit Risk Of
Barclays Bank PLC — 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 |
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
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 Index
| · | The Index Reflects The Price Return Of The
Securities Composing The Index, Not The Total Return — The return on the notes is based on the performance of the Index, which
reflects changes in the market prices of the securities composing the Index. The Index is not a “total return” index that,
in addition to reflecting those price returns, would also reflect dividends paid on the securities composing the Index. Accordingly, the
return on the notes will not include such a total return feature. |
| · | We Cannot Control Actions Of Any Of The Unaffiliated
Companies Whose Securities Are Included As Components Of The Index — Actions by any company whose securities are components
of the Index may have an adverse effect on the price of its security, the closing level of the Index on the calculation day and the value
of the notes. These unaffiliated companies will not be involved in the offering of the notes and will have no obligations with respect
to the notes, including any obligation to take our or your interests into consideration for any reason. These companies will not receive
any of the proceeds of the offering of the notes and will not be responsible for, and will not have participated in, the determination
of the timing of, prices for, or quantities of, the notes to be issued. These companies will not be involved with the administration,
marketing or trading of the notes and will have no obligations with respect to any amounts to be paid to you on the notes. |
| · | We And Our Affiliates Have No Affiliation
With The Index Sponsor And Have Not Independently Verified Its Public Disclosure Of Information — We, our affiliates and WFS
and its affiliates are not affiliated in any way with the index sponsor and have no ability to control or predict its actions, including
any errors in or discontinuation of disclosure regarding its methods or policies relating to the calculation of the Index. We have derived
the information about the Index contained in this pricing supplement and the accompanying underlying supplement from publicly available
information, without independent verification. You, as an investor in the notes, should make your own investigation into the Index and
the index sponsor. The index sponsor will not be involved in the offering of the notes made hereby in any way, and the index sponsor does
not have any obligation to consider your interests as an owner of the notes in taking any actions that might affect the value of the notes. |
| · | Adjustments To The Index Could Adversely Affect
The Value Of The Notes And The Amount You Will Receive At Maturity — The sponsor of the Index (the “index sponsor”)
may add, delete, substitute or adjust the securities composing the Index or make other methodological changes to the Index that could
affect its performance. The calculation agent will calculate the value to be used as the closing level of the Index in the event of certain
material changes in or modifications to the Index. In addition, the index sponsor may also discontinue or suspend calculation or publication
of the Index at any time. Under these circumstances, the calculation agent may select a successor index that the calculation agent determines
to be comparable to the discontinued index or, if no successor index is available, the calculation agent will determine the value to be
used as the closing level of the Index. Any of these actions could adversely affect the level of the Index and, consequently, the value
of the notes. See “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Adjustments to an Index”
and “—Discontinuance of an Index” in the accompanying product supplement. |
| · | The Historical Performance Of The Index Is
Not An Indication Of Its Future Performance — The historical performance of the Index should not be taken as an indication of
the future performance of the Index. It is impossible to predict whether the closing level of the Index will fall or rise during the term
of the notes, in particular in the environment in the last several years, which has been characterized by volatility across a wide range
of asset classes. Past fluctuations and trends in the level of the Index are not necessarily indicative of fluctuations or trends that
may occur in the future. |
Risks Relating to Conflicts
of Interest
| · | Potentially Inconsistent Research, Opinions
Or Recommendations By Barclays Capital Inc., WFS Or Their Respective Affiliates — Barclays Capital Inc., WFS or their respective
affiliates may publish research from time to time on financial markets and other matters that may influence the value of the notes or
express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any research, opinions or recommendations
expressed by Barclays Capital Inc., WFA or their respective affiliates may not be consistent with each other and may be modified from
time to time without notice. You should make your own independent investigation of the Index and the merits of investing in the notes. |
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
| · | We, Our Affiliates And Any Other Agent And/Or
Participating Dealer May Engage In Various Activities Or Make Determinations That Could Materially Affect Your Notes In Various Ways And
Create Conflicts Of Interest — We, our affiliates, WFS and any dealer participating in the distribution of the notes (a “participating
dealer”) may play a variety of roles in connection with the issuance of the notes, as described below. In performing these roles,
our economic interests and the economic interests of our affiliates, WFS and any participating dealer 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 Index 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. Participating dealers may also engage in
such activities that 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 and/or any fee 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, Barclays Bank PLC will also act as the calculation agent for the notes. As calculation agent, we will determine
any levels of the Index 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 level of the Index is to be determined; if the Index is discontinued or if the sponsor of the Index fails to publish the Index, 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 level of the Index on any date of determination in the event of certain changes in or modifications to the Index. 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. Absent manifest error, all determinations of the calculation agent
will be final and binding, without any liability on the part of the calculation agent. You will not be entitled to any compensation from
Barclays Bank PLC for any loss suffered as a result of any determinations made by the calculation agent with respect to the notes.
Risks Relating to the Estimated
Value of the Notes and the Secondary Market
| · | The Notes Will Not Be Listed On Any Securities
Exchange And We Do Not Expect A Trading Market For The Notes To Develop — 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. 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. |
| · | The Value Of The Notes Prior To Maturity Will
Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways — Structured notes, including the notes, can be thought
of as securities that combine a debt instrument with one or more options or other derivative instruments. As a result, the factors that
influence the values of debt instruments and options or other derivative instruments will also influence the terms and features of the
notes at issuance and their value in the secondary market. Accordingly, in addition to the level of the Index on any day, 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 Index and the
securities composing the Index; |
| · | the time to maturity of the notes; |
| · | the market prices of, and dividend rates on,
the securities composing the Index; |
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
| · | interest and yield rates in the market generally; |
| · | supply and demand for the notes; |
| · | a variety of economic, financial, political,
regulatory and 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 Original Offering Price Of Your Notes — The estimated value of your notes on the pricing date is expected
to be lower, and may be significantly lower, than the original offering price of your notes. The difference between the original offering
price of your notes and the estimated value of the notes is expected as a result of certain factors, such as any sales commissions, selling
concessions, discounts, commissions or fees expected to be allowed or paid to Barclays Capital Inc., another affiliate of ours, WFS or
its affiliates or other 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. |
| · | 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 pricing 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 The 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 pricing 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 Original Offering 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, 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
original offering 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 stated 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 pricing 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 pricing 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. |
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
Hypothetical
Examples and Returns
The payout profile, return table and examples
below illustrate the maturity payment amount for a $1,000 principal amount note on a hypothetical offering of notes under various scenarios,
with the assumptions set forth in the table below. Terms used for purposes of these hypothetical examples do not represent the actual
starting level or ending level applicable to the notes. The actual maturity payment amount and resulting pre-tax total rate of return
will depend on the actual terms of the notes. You should not take these examples as an indication or assurance of the expected performance
of the notes. These examples are for purposes of illustration only. The values used in the examples may have been rounded for ease of
analysis. The examples below do not take into account any tax consequences from investing in the notes.
Upside Participation Rate: |
100% |
Hypothetical Maximum Return: |
18.00% of the principal amount or $180.00 per note (the lowest possible maximum return that may be determined on the pricing date) |
Hypothetical Starting Level: |
100.00 |
The hypothetical starting level of 100.00 has
been chosen for illustrative purposes only and does not represent the actual starting level. The actual starting level will be the closing
level of the Index on the pricing date and the actual ending level will be the closing level of the Index on the calculation day. For
historical closing levels of the Index, see the historical information set forth under the section titled “The S&P 500®
Index” below. We cannot predict the closing level of the Index on any day during the term of the notes, including on the calculation
day.
Hypothetical Payout Profile
![](https://www.sec.gov/Archives/edgar/data/312070/000095010324011169/image_002.jpg)
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
Hypothetical Returns
Hypothetical
ending level |
Hypothetical
index return |
Hypothetical maturity payment amount per note |
Hypothetical pre-tax total rate of return |
175.00 |
75.00% |
$1,180.00 |
18.00% |
150.00 |
50.00% |
$1,180.00 |
18.00% |
140.00 |
40.00% |
$1,180.00 |
18.00% |
130.00 |
30.00% |
$1,180.00 |
18.00% |
120.00 |
20.00% |
$1,180.00 |
18.00% |
118.00 |
18.00% |
$1,180.00 |
18.00% |
110.00 |
10.00% |
$1,100.00 |
10.00% |
105.00 |
5.00% |
$1,050.00 |
5.00% |
102.50 |
2.50% |
$1,025.00 |
2.50% |
100.00 |
0.00% |
$1,000.00 |
0.00% |
97.50 |
-2.50% |
$1,000.00 |
0.00% |
95.00 |
-5.00% |
$1,000.00 |
0.00% |
90.00 |
-10.00% |
$1,000.00 |
0.00% |
75.00 |
-25.00% |
$1,000.00 |
0.00% |
50.00 |
-50.00% |
$1,000.00 |
0.00% |
25.00 |
-75.00% |
$1,000.00 |
0.00% |
0.00 |
-100.00% |
$1,000.00 |
0.00% |
Hypothetical Examples
Example 1. Maturity payment amount is greater
than the principal amount and reflects a return that is less than the maximum return:
Hypothetical starting level: 100.00
Hypothetical ending level: 110.00
Hypothetical index return: 10.00%
Because the hypothetical ending level is greater
than the hypothetical starting level, the maturity payment amount per note would be equal to the principal amount of $1,000 plus
a positive return equal to the lesser of:
(i) $1,000 × index return × upside
participation rate
= $1,000 × 10.00% × 100%
= $100.00; and
(ii) the maximum return of $180.00
On the stated maturity date, you would receive
$1,100.00 per note.
Example 2. Maturity payment amount is greater
than the principal amount and reflects a return equal to the maximum return:
Hypothetical starting level: 100.00
Hypothetical ending level: 130.00
Hypothetical index return: 30.00%
Because the hypothetical ending level is greater
than the hypothetical starting level, the maturity payment amount per note would be equal to the principal amount of $1,000 plus
a positive return equal to the lesser of:
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
(i) $1,000 × index return × upside
participation rate
= $1,000 × 30.00% × 100%
= $300.00; and
(ii) the maximum return of $180.00
On the stated maturity date, you would receive
$1,180.00 per note, which is the maximum maturity payment amount.
Example 3. Maturity payment amount is equal
to the principal amount:
Hypothetical starting level: 100.00
Hypothetical ending level: 50.00
Hypothetical index return: -50.00%
Because the hypothetical ending level is less
than the hypothetical starting level, the maturity payment amount per note would equal the principal amount.
On the stated maturity date, you would receive
$1,000.00 per note.
This example illustrates that the notes provide
for the repayment of the principal amount at maturity even in scenarios in which the level of the Index declines significantly from the
starting level (subject to issuer credit risk).
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
The
S&P 500® Index
The Index consists of stocks of 500 companies
selected to provide a performance benchmark for the U.S. equity markets. For more information about the Index, see “Indices—The
S&P U.S. Indices” in the accompanying underlying supplement.
Historical Information
We obtained the closing levels displayed in the
graph below from Bloomberg Professional® service without independent verification. The historical performance of the Index
should not be taken as an indication of the future performance of the Index. Future performance of the Index may differ significantly
from historical performance, and no assurance can be given as to the closing levels of the Index during the term of the notes, including
on the calculation day. We cannot give you assurance that the performance of the Index will result in a payment at maturity in excess
of the principal amount.
The following graph sets forth daily closing levels
of the Index for the period from January 1, 2019 to July 26, 2024. The closing level on July 26, 2024 was 5,459.10.
PAST PERFORMANCE IS NOT
INDICATIVE OF FUTURE RESULTS.
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
Tax
Considerations
There is
uncertainty regarding the U.S. federal income tax consequences of an investment in the notes due to the lack of governing authority. You
should review carefully the sections entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes
Treated as Indebtedness for U.S. Federal Income Tax Purposes” and, if you are a non-U.S. holder, “—Tax Consequences
to Non-U.S. Holders,” in the accompanying prospectus supplement. The discussion below applies to you only if you are an initial
purchaser of the notes; if you are a secondary purchaser of the notes, the tax consequences to you may be different. In the opinion of
our special tax counsel, Davis Polk & Wardwell LLP, the notes should be treated as debt instruments for U.S. federal income tax purposes.
The remainder of this discussion assumes that this treatment is correct. The following discussion supersedes the discussion in the accompanying
prospectus supplement to the extent it is inconsistent therewith.
Based on
current market conditions, we intend to treat the notes as “contingent payment debt instruments” for U.S. federal income tax
purposes, as described under “—Contingent Payment Debt Instruments” in the accompanying prospectus supplement. The remainder
of this discussion assumes that this treatment is correct.
Assuming
that our treatment of the notes as contingent payment debt instruments is correct, regardless of your method of accounting for U.S. federal
income tax purposes, you generally will be required to accrue taxable interest income in each year on a constant yield to maturity basis
at the “comparable yield,” as determined by us, even though we will not be required to make any payment with respect to the
notes prior to maturity. Upon a sale or exchange (including redemption at maturity), you generally will recognize taxable income or loss
equal to the difference between the amount received from the sale or exchange and your adjusted tax basis in the notes. You generally
must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance
as capital loss. The deductibility of capital losses is subject to limitations. Special rules may apply if the amount payable at maturity
is treated as becoming fixed prior to maturity. You should consult your tax advisor concerning the application of these rules.
Because
our intended treatment of the notes as CPDIs is based on current market conditions, we may determine an alternative treatment is more
appropriate based on circumstances at the time of pricing. Our ultimate determination will be binding on you, unless you properly disclose
to the Internal Revenue Service (the “IRS”) an alternative treatment. Also, the IRS may challenge the treatment of the notes
as CPDIs. If we determine not to treat the notes as CPDIs, or if the IRS successfully challenges the treatment of the notes as CPDIs,
then the notes should be treated as debt instruments that are not CPDIs and, unless treated as issued with less than a specified de
minimis amount of original issue discount, could (depending on the facts at the time of pricing) require the accrual of original issue
discount as ordinary interest income based on a yield to maturity different from (and possibly higher than) the comparable yield. Accordingly,
under this treatment, your annual taxable income from (and adjusted tax basis in) the notes could be higher or lower than if the notes
were treated as CPDIs, and any loss recognized upon a disposition of the notes (including upon maturity) might be capital loss, the deductibility
of which is subject to limitations. Accordingly, this alternative treatment could result in adverse tax consequences to you. The discussions
herein and in the accompanying prospectus supplement do not address the consequences to taxpayers subject to special tax accounting rules
under Section 451(b).
You should
consult your tax advisor regarding the U.S. federal tax consequences of an investment in the notes, as well as tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.
Non-U.S.
holders. We do not believe that non-U.S. holders should be required to provide a Form W-8 in order to avoid 30% U.S. withholding tax
with respect to the excess (if any) of the payment at maturity over the face amount of the notes, although the IRS could challenge this
position. However, non-U.S. holders should in any event expect to be required to provide appropriate Forms W-8 or other documentation
in order to establish an exemption from backup withholding, as described under the heading “—Information Reporting and Backup
Withholding” in the accompanying prospectus supplement. If any withholding is required, we will not be required to pay any additional
amounts with respect to amounts withheld.
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 representation that the notes do not have a “delta of one”
within the meaning of the regulations, our special tax counsel believes that these regulations should not apply to the notes with regard
to non-U.S. holders, and we have determined to treat the notes as not being subject to Section 871(m). 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.
Non-U.S.
holders should also discuss with their tax advisors the estate tax consequences of investing in the notes.
The discussions
in the preceding paragraphs, when read in combination with the sections entitled “Material U.S. Federal Income Tax Consequences—Tax
Consequences to U.S. Holders—Notes Treated as Indebtedness for U.S. Federal Income Tax Purposes” and, if you are a non-U.S.
holder, “—Tax Consequences to Non-U.S. Holders,” in the accompanying prospectus supplement, constitute the full opinion
of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of the notes.
Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Index due June 4, 2027
Comparable
Yield and Projected Payment Schedule
We will provide the “comparable yield”
and “projected payment schedule” for the notes in the final pricing supplement. The projected payment schedule for a note
will consist of a single projected amount due at maturity.
In the final pricing supplement, the following
table will state the amount of taxable interest income (without taking into account any adjustment to reflect the difference, if any,
between the actual and the projected amount of the contingent payment on a note) that will be deemed to have accrued with respect to a
note for each accrual period based upon the comparable yield and projected payment schedule.
Accrual Period |
Interest Deemed to Accrue During Accrual Period
(per note) |
Total Interest Deemed to Have Accrued from Original Issue Date (per note) |
September 4, 2024 through December 31, 2024 |
$ |
$ |
January 1, 2025 through December 31, 2025 |
$ |
$ |
January 1, 2026 through December 31, 2026 |
$ |
$ |
January 1, 2027 through June 4, 2027 |
$ |
$ |
Neither the comparable yield nor the projected
payment schedule constitutes a representation by us regarding the actual cash settlement amount that we will pay on the notes.
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