The
information in this preliminary pricing supplement is not complete and may be changed. This
preliminary pricing supplement and the accompanying prospectus and prospectus 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 November 13, 2024 |
Pricing Supplement dated November
, 2024
(To the Prospectus dated May 23,
2022 and
the Prospectus Supplement dated June
27, 2022) |
Filed Pursuant
to Rule 424(b)(2)
Registration No.
333-265158 |
|
|
$
Barrier
Digital Notes Due December 3, 2025
Linked Inversely to the 10-Year U.S. Dollar SOFR ICE Swap Rate
Global Medium-Term
Notes, Series A |
General
| · | Unlike ordinary debt securities, the Notes do not pay interest and do not guarantee the return of the full principal amount at maturity.
Instead, the Notes provide for a payment at maturity based inversely on the performance of the 10-Year U.S. Dollar SOFR ICE Swap Rate,
which we refer to as the Swap Rate. As described below, the Notes offer a fixed positive return at maturity of 10.85% if the Final Swap
Rate is less than or equal to 125.00% of the Initial Swap Rate, which we refer to as the Barrier Swap Rate. However, if the Final Swap
Rate is greater than the Barrier Swap Rate, you will be fully exposed to the increase in the Swap Rate and will lose a significant portion
or all of your investment at maturity. If the Final Swap Rate is greater than or equal to 200.00% of the Initial Swap Rate, you will
lose your entire investment in the Notes at maturity. |
| · | The Swap Rate, at any given time, generally indicates the fixed rate of interest (paid annually) that a counterparty in the swaps
market would have to pay for a fixed-for-floating U.S. dollar interest rate swap transaction with a 10-year maturity in order to receive
a floating rate (paid annually) equal to the Secured Overnight Financing Rate (“SOFR”) (compounded in arrears for twelve months
using standard market conventions). |
| · | An investment in the Notes is highly risky. Because the payment at maturity is based on the percentage change of the Swap Rate
from the Initial Swap Rate to the Final Swap Rate, a very small absolute change in the Swap Rate can result in a significant loss on the
Notes. For example, assuming a hypothetical Initial Swap Rate of 4.0000%, if the Swap Rate were to increase by 2.8000 percentage points
to a Final Swap Rate of 6.800%, while the absolute change in the Swap Rate is only 2.800%, that movement actually represents a 70% increase
from the Initial Swap Rate to the Final Swap Rate, and you would lose 70% of your investment at maturity. The actual Initial Swap
Rate is set forth under Key Terms below. |
| · | Unsecured and unsubordinated obligations of Barclays Bank PLC |
| · | Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof |
| · | The Notes are expected to price on or about November 15, 2024 (the “Pricing Date”) and are expected to issue on or about
November 20, 2024 (the “Issue Date”). The Initial Swap Rate is 3.9355% and is not the Swap Rate on the Pricing Date. |
| Key Terms |
Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement. |
| Issuer: |
Barclays Bank PLC |
| Reference Asset: |
10-Year U.S. Dollar SOFR ICE Swap Rate (the “Swap Rate”). The Swap Rate is a “U.S. Dollar SOFR ICE Swap Rate,” as defined in the accompanying prospectus supplement, with a maturity of 10 years. See “The Swap Rate” herein and “Reference Assets—Floating Interest Rate—U.S. Dollar SOFR ICE Swap Rate” in the accompanying prospectus supplement for information about the manner in which the Swap Rate will be determined. |
| Payment at Maturity: |
If the Final Swap Rate is less than or equal to the Barrier
Swap Rate, you will receive a fixed cash payment on the Maturity Date per $1,000 principal amount Note that will provide a return
equal to the Digital Return, calculated as follows:
$1,000 + ($1,000 × Digital Return)
If the Final Swap Rate is less than or equal to the Barrier
Swap Rate, you will receive the maximum payment at maturity of $1,108.50 per $1,000 principal amount of Notes regardless of any decrease
in the Swap Rate, which may be significant, and your return on the Notes will be less than the Inverse Swap Rate Return if the Inverse
Swap Rate Return is greater than the Digital Return.
If the Final Swap Rate is greater than the Barrier Swap Rate,
you will lose 1% of the principal amount of your Notes for every 1% that the Final Swap Rate is greater than the Initial Swap Rate.
Under these circumstances, you will receive a cash payment on the Maturity Date per $1,000 principal amount Note calculated as follows:
$1,000 + ($1,000 × Inverse Swap Rate
Return)
In no event, however, will the Payment at Maturity be less $0.00.
If the Final Swap Rate is greater than the Barrier Swap
Rate, the Notes will be fully exposed to the increase in the Swap Rate and you will lose a significant portion or all of your investment
at maturity. If the Final Swap Rate is greater than or equal to 200.00% of the Initial Swap Rate, you will lose your entire investment
in the Notes at maturity. 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-4 of this pricing supplement) by the relevant U.K. resolution authority. See “Selected Risk Considerations” and “Consent
to U.K. Bail-in Power” in this pricing supplement and “Risk Factors” in the accompanying prospectus supplement. |
| U.K. Bail-in Power Acknowledgment: |
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 PS-4 of this pricing supplement. |
| Digital Return: |
10.85%. Accordingly, if the Final Swap Rate is less than or equal to the Barrier Swap Rate, you will receive the Digital Return of 10.85%, which entitles you to the maximum payment at maturity of $1,108.50 per $1,000 principal amount Note. |
| Inverse Swap Rate Return: |
Initial Swap Rate – Final Swap Rate
Initial Swap Rate |
| Initial Swap Rate: |
3.9355%. The Initial Swap Rate is not the Swap Rate on the Pricing Date. |
| Barrier Swap Rate: |
4.9194%, which is 125.00% of the Initial Swap Rate (rounded to four decimal places) |
| (Key Terms continued on the next page) |
| |
Initial
Issue Price1,2 |
Price
to Public |
Agent’s
Commission2 |
Proceeds
to Barclays Bank PLC |
| Per Note |
$1,000 |
100% |
1% |
99% |
| Total |
$● |
$● |
$● |
$● |
| 1 | Our
estimated value of the Notes on the Pricing Date, based on our internal pricing models, is
expected to be between $960.00 and $974.00 per $1,000 principal amount 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-15 of this pricing
supplement. |
| 2 | J.P.
Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the
Notes. The placement agents will forgo fees for sales to fiduciary accounts. The total fees
represent the amount that the placement agents receive from sales to accounts other than
such fiduciary accounts. The placement agents will receive a fee from the Issuer or one of
its affiliates that will not exceed $10.00 per $1,000 principal amount Note. |
Investing in the Notes involves a number of risks.
See “Risk Factors” beginning on page S-9 of the prospectus supplement and “Selected Risk Considerations” beginning
on page PS-9 of this pricing supplement.
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 these 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.
| JPMorgan
Placement Agent |
| (Key Terms continued from previous page) |
| Final Swap Rate: |
The Swap Rate on the Final Valuation Date |
| Final Valuation Date†: |
December 1, 2025 |
| Maturity Date†: |
December 3, 2025 |
| Calculation Agent: |
Barclays Bank PLC |
| CUSIP/ISIN: |
06745YMX7 / US06745YMX75 |
† The Final Valuation Date may be postponed if the
Final Valuation Date is not a U.S. government securities business day as described under “Supplemental Terms of the Notes”
in this pricing supplement. In addition, the Maturity Date will be postponed if that day is not a business day or if the Final Valuation
Date is postponed as described under “Terms of the Notes—Payment Dates” in the accompanying prospectus supplement.
Additional Terms Specific to 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. 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, 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. As used in this pricing
supplement, “we,” “us” and “our” refer to Barclays Bank PLC.
Supplemental Terms of the Notes
The following provisions apply to the Notes, notwithstanding anything
to the contrary in the accompanying prospectus supplement:
Postponement of the Final Valuation Date: The Final Valuation
Date will be postponed if that day is not a U.S. government securities business day, in which case the Final Valuation Date will be the
first following day that is a U.S. government securities business day. In no event, however, will the Final Valuation Date be postponed
by more than five business days. If the last possible Final Valuation Date is not a U.S. government securities business day, that day
will nevertheless be the Final Valuation Date, in which case the Swap Rate will be determined as described under “Reference Assets—Floating
Interest Rate—U.S. Dollar SOFR ICE Swap Rate” in the accompanying prospectus supplement.
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.
What Is the Total Return on the Notes at Maturity, Assuming a
Range of Performances for the Swap Rate?
The following table and examples illustrate the hypothetical payment
at maturity and the hypothetical total return on the Notes. The “total return” as used in this pricing supplement is the number,
expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount Note to $1,000. The table and
examples set forth below assume a hypothetical Initial Swap Rate of 4.0000%, a hypothetical Barrier Swap Rate of 5.0000% and the Final
Swap Rates set forth below. The actual Initial Swap Rate and Barrier Swap Rate are set forth under “Key Terms” above. A
very small absolute change in the Swap Rate can result in a significant loss on the Notes, and an investment in the Notes is highly risky.
The actual Final Swap Rate will be the Swap Rate on the Final Valuation Date. Each hypothetical payment at maturity or total return set
forth below is for illustrative purposes only and may not be the actual payment at maturity or total return applicable to a purchaser
of the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The table and examples
below do not take into account any tax consequences from investing in the Notes.
| Final Swap Rate |
Percentage Increase/Decrease of Swap Rate |
Inverse Swap Rate Return |
Payment at Maturity(1) |
Total Return on Notes |
| 8.800% |
120.00% |
-120.00% |
$0.00 |
-100.00% |
| 8.400% |
110.00% |
-110.00% |
$0.00 |
-100.00% |
| 8.000% |
100.00% |
-100.00% |
$0.00 |
-100.00% |
| 7.600% |
90.00% |
-90.00% |
$100.00 |
-90.00% |
| 7.200% |
80.00% |
-80.00% |
$200.00 |
-80.00% |
| 6.800% |
70.00% |
-70.00% |
$300.00 |
-70.00% |
| 6.400% |
60.00% |
-60.00% |
$400.00 |
-60.00% |
| 6.000% |
50.00% |
-50.00% |
$500.00 |
-50.00% |
| 5.600% |
40.00% |
-40.00% |
$600.00 |
-40.00% |
| 5.200% |
30.00% |
-30.00% |
$700.00 |
-30.00% |
| 5.010% |
25.25% |
-25.25% |
$747.50 |
-25.25% |
| 5.000% |
25.00% |
-25.00% |
$1,108.50 |
10.85% |
| 4.800% |
20.00% |
-20.00% |
$1,108.50 |
10.85% |
| 4.400% |
10.00% |
-10.00% |
$1,108.50 |
10.85% |
| 4.000% |
0.00% |
0.00% |
$1,108.50 |
10.85% |
| 3.600% |
-10.00% |
10.00% |
$1,108.50 |
10.85% |
| 3.566% |
-10.85% |
10.85% |
$1,108.50 |
10.85% |
| 3.200% |
-20.00% |
20.00% |
$1,108.50 |
10.85% |
| 2.800% |
-30.00% |
30.00% |
$1,108.50 |
10.85% |
| 2.400% |
-40.00% |
40.00% |
$1,108.50 |
10.85% |
| 2.000% |
-50.00% |
50.00% |
$1,108.50 |
10.85% |
| 1.600% |
-60.00% |
60.00% |
$1,108.50 |
10.85% |
| 1.200% |
-70.00% |
70.00% |
$1,108.50 |
10.85% |
| 0.800% |
-80.00% |
80.00% |
$1,108.50 |
10.85% |
| 0.400% |
-90.00% |
90.00% |
$1,108.50 |
10.85% |
| 0.000% |
-100.00% |
100.00% |
$1,108.50 |
10.85% |
| -0.400% |
-110.00% |
110.00% |
$1,108.50 |
10.85% |
(1) The Payment at Maturity will not be less
than $0.00, even if the Final Swap Rate is greater than or equal to 200.00% of the Initial Swap Rate.
Hypothetical Examples of Amount Payable at Maturity
The following examples illustrate how the payment at maturity and total
return in different hypothetical scenarios are calculated.
Example 1: The Swap Rate decreases by 0.8000 percentage points from
the Initial Swap Rate of 4.0000% to a Final Swap Rate of 3.200%, resulting in an Inverse Swap Rate Return of 20.00%.
Because the Final Swap Rate is less than or equal to the Barrier Swap
Rate, the investor receives a payment at maturity of $1,108.50 per $1,000 principal amount Note, calculated as follows:
$1,000 + ($1,000 × Digital Return)
$1,000 + ($1,000 × 10.85%) = $1,108.50
Even though the Inverse Swap Rate Return is 20.00%, the total return
on the Notes is limited to the Digital Return of 10.85%.
Example 2: The Swap Rate increases by 0.4000 percentage points from
the Initial Swap Rate of 4.0000% to a Final Swap Rate of 4.400%, resulting in an Inverse Swap Rate Return of -10.00%.
Because the Final Swap Rate is less than or equal to the Barrier Swap
Rate, the investor receives a payment at maturity of $1,108.50 per $1,000 principal amount Note, calculated as follows:
$1,000 + ($1,000 × Digital Return)
$1,000 + ($1,000 × 10.85%) = $1,108.50
Even though the Inverse Swap Rate Return is -10.00%, because the Final
Swap Rate is less than or equal to the Barrier Swap Rate, the total return on the Notes is equal to the Digital Return of 10.85%.
Example 3: The Swap Rate increases by 3.2000 percentage points from
the Initial Swap Rate of 4.0000% to a Final Swap Rate of 7.200%, resulting in an Inverse Swap Rate Return of -80.00%.
Because the Final Swap Rate is greater than the Barrier Swap Rate and
the Inverse Swap Rate Return is -80.00%, the investor receives a payment at maturity of $200.00 per $1,000 principal amount Note, calculated
as follows:
$1,000 + ($1,000 × Inverse Swap Rate Return)
$1,000 + ($1,000 × -80.00%) = $200.00
The total return on the Notes is -80.00%. Example 3 demonstrates that,
if the Final Swap Rate is greater than the Barrier Swap Rate, your investment in the Notes will be fully exposed to the increase in the
Swap Rate. In no event, however, will the Payment at Maturity be less than $0.00.
As this example illustrates, because the payment at maturity is
based on the percentage change of the Swap Rate from the Initial Swap Rate to the Final Swap Rate, a very small absolute change in the
Swap Rate can result in a significant loss on the Notes. In this example, while the absolute change in the Swap Rate is only 3.2000 percentage
points, that movement actually represents an increase of 80% from the Initial Swap Rate to the Final Swap Rate, and investors would lose
80% of their principal amount at maturity.
If the Final Swap Rate is greater than or equal to 200.00% of the
Initial Swap Rate, you will lose your entire investment in the Notes at maturity.
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 return equal to the Digital Return if the Final Swap Rate is less than or equal to the Barrier Swap Rate, which is equal
to 125.00% of the Initial Swap Rate. |
| · | You do not anticipate that the Final Swap Rate will be greater than the Barrier Swap Rate, and you are willing and able to accept
the risk that, if it is, you will lose a significant portion or all of your investment at maturity. |
| · | You understand that a very small percentage point increase in the Swap Rate from the Initial Swap Rate to the Final Swap Rate can
result in a significant loss on the Notes and that an investment in the Notes is highly risky. |
| · | You understand and accept that any positive return on the Notes will be limited to the Digital Return, and you will not participate
positively in any percentage decrease of the Swap Rate greater than the Digital Return, which may be significant. |
| · | You are willing and able to accept the risks associated with an investment linked inversely to the performance of the Swap Rate, as
explained in more detail in the “Selected Risk Considerations” and “The Swap Rate” sections of this pricing supplement. |
| · | You are familiar with the Swap Rate and understand the factors that influence the Swap Rate and interest rates generally. |
| · | 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 principal at maturity. |
| · | You anticipate that the Final Swap Rate will be greater than the Barrier Swap Rate, or you are unwilling or unable to accept the risk
that, if it is, you will lose a significant portion or all of your investment at maturity. |
| · | You do not seek an investment on which a very small percentage point increase in the Swap Rate can result in a significant loss or
an investment that is highly risky. |
| · | You seek an investment that provides for positive participation in any percentage decrease of the Swap Rate greater than the Digital
Return. |
| · | You are unwilling or unable to accept the risks associated with an investment linked inversely to the performance of the Swap Rate,
as explained in more detail in the “Selected Risk Considerations” and “The Swap Rate” sections of this pricing
supplement. |
| · | You are not familiar with the Swap Rate or you do not understand the factors that influence the Swap Rate or interest rates generally. |
| · | 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 and the prospectus supplement. Neither
the Issuer nor Barclays Capital Inc. makes any recommendation as to the appropriateness of the Notes for investment.
Tax Consequences
You should review carefully the sections 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,” in the accompanying prospectus supplement.
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, the Notes should be treated for U.S. federal income tax purposes as prepaid financial contracts with respect to the Swap Rate.
Assuming this treatment is respected, upon a sale or exchange of the Notes (including redemption at maturity), you should recognize 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. Although not free from doubt, this gain or loss should be treated as capital gain or loss and
should be 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.
Selected Risk Considerations
An investment in the Notes involves significant risks. Investing in
the Notes is not equivalent to investing directly in the Swap Rate. 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 Some or All of Your Principal — The Notes differ from ordinary debt securities in that the Issuer will not
necessarily pay the full principal amount at maturity. If the Final Swap Rate is greater than the Barrier Swap Rate, you will lose 1%
of the principal amount of your Notes for every 1% that the Final Swap Rate is greater than the Initial Swap Rate. Accordingly, if the
Final Swap Rate is greater than the Barrier Swap Rate, the Notes will be fully exposed to the increase in the Swap Rate and you will lose
a significant portion or all of your investment at maturity. Furthermore, because the payment at maturity is based on the percentage
change of the Swap Rate from the Initial Swap Rate to the Final Swap Rate, a very small absolute change in the Swap Rate can result in
a significant loss on the Notes and an investment in the Notes is highly risky. For example, assuming a hypothetical Initial Swap
Rate of 4.0000%, if the Final Swap Rate were to increase by 2.8000 percentage points to 6.800%, while the absolute change in the Swap
Rate is only 2.800%, that movement actually represents a 70% increase from the Initial Swap Rate to the Final Swap Rate, and you would
lose 70% of your principal amount at maturity. |
| · | Your Maximum Gain on the Notes Is Limited to the Digital Return — If the Final Swap Rate is less than or equal to the
Barrier Swap Rate, for each $1,000 principal amount Note, you will receive at maturity $1,000 plus a predetermined percentage of
the principal amount. We refer to this percentage as the Digital Return, which is equal to 10.85%. If the Final Swap Rate is less than
or equal to the Barrier Swap Rate, you will receive the maximum payment at maturity of $1,108.50 per $1,000 principal amount of Notes
regardless of any depreciation of the Swap Rate, which may be significant, and your return on the Notes will be less than the Inverse
Swap Rate Return if the Inverse Swap Rate Return is greater than the Digital Return. |
| · | No Interest Payments — As a holder of the Notes, you will not receive interest payments based on the Swap Rate or otherwise. |
| · | Any Payment on the Notes Will Be Determined Based on the Swap Rate on the Dates Specified — Any payment on the Notes
will be determined based on the Swap Rate on the dates specified. You will not benefit from any more favorable value of the Swap Rate
determined at any other time. |
| · | Contingent Repayment of Principal Applies Only at Maturity — You
should be willing to hold your Notes to maturity. If you sell your Notes prior to maturity in the secondary market, if any, you may have
to sell your Notes at a loss relative to your initial investment even if at that time the Swap Rate is less than or equal to the Barrier
Swap Rate. See “—Risks Relating to the Estimated Value of the Notes and the Secondary Market—Many Economic and Market
Factors Will Impact the Value of the Notes” below. |
| · | 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 financial contracts, as described above under “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 Swap Rate
| · | Your Return on the Notes Is Based Inversely on the Performance of the Swap Rate, Which May Increase Significantly During the Term
of the Notes — The Swap Rate may increase significantly during the term of the Notes, as a result of the factors described under
“—The Swap Rate Will Be Affected by a Number of Factors and May Be Volatile” below. An investment in the Notes is
highly risky. You should not invest in the Notes if you do not understand the Swap Rate or interest rates generally. |
| · | The Swap Rate Will Be Affected by a Number of Factors and May Be Volatile — Many factors may affect the Swap Rate including,
but not limited to: |
| o | supply and demand for overnight U.S. Treasury repurchase agreements; |
| o | changes in, or perceptions about, the future Swap Rate; |
| o | sentiment regarding underlying strength in the U.S. and global economies; |
| o | expectations regarding the level of price inflation; |
| o | sentiment regarding credit quality in the U.S. and global credit markets; |
| o | central bank policy regarding interest rates; |
| o | inflation and expectations concerning inflation; |
| o | performance of capital markets; and |
| o | any statements from public government officials regarding the cessation of the Swap Rate. |
These and other factors may have a negative
impact on the payment at maturity and on the value of the Notes in the secondary market. Additionally, these factors may cause volatility
of the Swap Rate, and even a very small absolute change in the Swap Rate can result in a significant loss on the Notes. Accordingly, volatility
of the Swap Rate may adversely affect your return on the Notes.
| · | The Swap Rate and SOFR Have Limited Histories and Future Performance Cannot Be Predicted Based on Historical Performance —
The publication of U.S. Dollar SOFR ICE Swap Rates began in November 2021, and, therefore, has a limited history. ICE Benchmark Administration
(“IBA”) launched the U.S. Dollar SOFR ICE Swap Rates for use as reference rates for financial instruments in order to aid
the market’s transition to SOFR and away from the U.S. dollar London Interbank Offered Rate (“LIBOR”). However, the
composition and characteristics of SOFR differ from those of LIBOR in material respects, and the historical performance of LIBOR and swap
rates published by IBA that reference LIBOR will have no bearing on the performance of the Swap Rate or SOFR. |
In addition, the publication of SOFR began
in April 2018, and, therefore, it has a limited history. The future performance of the Swap Rate and SOFR cannot be predicted based on
the limited historical performance. The levels of the Swap Rate and SOFR during the term of the Notes may bear little or no relation to
the historical data.
| · | The Administrator of the Swap Rate May Make Changes That Could Adversely Affect the Level of the Swap Rate or Discontinue the Swap
Rate and Has No Obligation to Consider Your Interest in Doing So — IBA, as administrator of the Swap Rate, may make methodological
or other changes that could change the value of the Swap Rate, including changes related to the method by which the Swap Rate is calculated,
eligibility criteria applicable to the transactions used to calculate the Swap Rate, or the averages or periods used to report the Swap
Rate. If the manner in which the Swap Rate is calculated is changed, that change may have a negative impact on any payment on the Notes,
which may adversely affect the trading prices and marketability of the Notes. The administrator of the Swap Rate may withdraw, modify,
amend, suspend or discontinue the calculation or dissemination of the Swap Rate in its sole discretion and without notice and has no obligation
to consider the interests of holders of the Notes in calculating, withdrawing, modifying, amending, suspending or discontinuing the Swap
Rate. |
| · | The Swap Rate May Be Determined by the Calculation Agent in Its Sole Discretion — If the Swap Rate is not displayed by
approximately 11:00 a.m. New York City time on its Designated Swap Rate Page on any day on which the Swap Rate is to be determined and
there has been no Benchmark Transition Event, then the Swap Rate on that day will be determined by the Calculation Agent, after consulting
such sources as it deems comparable to the Designated Swap Rate Page, or any source it deems reasonable from which to estimate the Swap
Rate, in its sole discretion. In addition, if a Benchmark Transition Event occurs with respect to the Swap Rate and the Calculation Agent
determines that there is no such Alternative Swap Rate for the Swap Rate as of the Final Valuation Date, then the Calculation Agent, after
consulting such sources as it deems comparable to the Designated Swap Rate Page, or any source it deems reasonable from which to estimate
the Swap Rate, will determine the Swap Rate for that day in its sole discretion. Any value of the Swap Rate determined in this manner
and used in the determination of the payment at maturity may be different from the value of the Swap Rate that would have been published
on the Designated Swap Rate Page and may be different from other published rates, or other estimated rates, of the Swap Rate, and the
Calculation Agent will have no obligation to consider your interests as an investor in the Notes in making any such determination. |
| · | The Swap Rate May Be Replaced by a Successor or Substitute Rate and/or Be Modified by an Adjustment Formula — If the
Calculation Agent determines that a Benchmark Transition Event has occurred with respect to the Swap Rate on or prior to the Final Valuation
Date, then the Swap Rate will be determined by reference to an alternative base rate (modified by an Adjustment Formula), which we refer
to as an “Alternative Swap Rate,” as further described under “Reference Assets—Floating Interest Rate—U.S.
Dollar SOFR ICE Swap Rate” in the accompanying prospectus supplement. An “Adjustment Formula” is a formula or methodology
(including but not limited to a multiplier and/or a spread or formula or methodology for calculating a multiplier and/or spread) that
the Calculation Agent determines is required to be applied in order to reduce or eliminate, to the extent reasonably practicable in the
circumstances, any economic prejudice or benefit (as applicable) to holders of the Notes as a result of the Benchmark Transition Event.
Under such circumstances, the Calculation Agent may also specify changes to the terms of the Notes as further described under “Reference
Assets—Floating Interest Rate—U.S. Dollar SOFR ICE Swap Rate” in the accompanying prospectus supplement. The selection
of an Alternative Swap Rate for the Swap Rate, and any decisions, determinations or elections made by us or the Calculation Agent in accordance
with the relevant Swap Rate fallback provisions could result in adverse consequences to the Swap Rate on the Final Valuation Date, which
could adversely affect the return on and the market value of the Notes. Further, there is no assurance that the characteristics of any
Alternative Swap Rate will be similar to the Swap Rate it replaces, or that any Alternative Swap Rate will produce the economic equivalent
of the Swap Rate it replaces. No assurance can be provided that the occurrence of a Benchmark Transition Event will not result in economic
prejudice to holders of the Notes. |
Risks Relating to Conflicts of Interest
| · | We and Our Affiliates 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 Swap Rate. 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.
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 Swap Rate 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, such as determining the Swap Rate when the Swap Rate is otherwise unavailable, as described under the risk
factor titled “—The Calculation Agent Will Determine the Swap Rate If the Swap Rate Is Not Published” above. 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 able and willing to hold your Notes to maturity. |
| · | Many Economic and Market Factors Will Impact the Value of the Notes —
In addition to the Swap Rate 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: |
| o | the expected volatility of the Swap Rate; |
| o | the time to maturity of the Notes; |
| o | interest and yield rates in the market generally; |
| o | supply and demand for the Notes; |
| o | a variety of economic, financial, political, regulatory and judicial events; and |
| o | 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 Pricing 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. |
| · | 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 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, 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 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. |
The Swap Rate
The Swap Rate is the 10-Year U.S. Dollar SOFR ICE Swap Rate, which
is, on any U.S. government securities business day, the fixed rate of interest payable on a U.S. dollar interest rate swap with a 10-year
maturity that references the Secured Overnight Financing Rate (“SOFR”) (compounded in arrears for twelve months using standard
market conventions), as reported on Bloomberg Screen USISSO10 Page (or such other page as may replace that page on such service) as of
approximately 11:00 a.m. New York City time on that day, as determined by the Calculation Agent.
The 10-Year U.S. Dollar SOFR ICE Swap Rate is a “constant maturity
swap rate” that measures the annual fixed rate of interest payable on a hypothetical fixed-for-floating U.S. dollar interest rate
swap transaction with a maturity of 10 years. In such a hypothetical swap transaction, the fixed rate of interest, payable annually on
an actual / 360 basis (i.e., interest accrues based on the actual number of days elapsed, with a year assumed to comprise 360 days), is
exchangeable for a floating payment stream based on SOFR (compounded in arrears for twelve months using standard market conventions),
also payable annually on an actual / 360 basis. For additional information about SOFR, see “Reference Assets—Floating Interest
Rate—Compounded SOFR” in the accompanying prospectus supplement.
Please see “Reference Assets—Floating Interest Rate—U.S.
Dollar SOFR ICE Swap Rate” in the accompanying prospectus supplement for information regarding the procedures that will be applied
by the Calculation Agent if the Swap Rate cannot be determined in the manner described above on the Final Valuation Date.
Historical Information
The graph below sets forth the performance of the Swap Rate from November
18, 2021 to November 12, 2024. The Swap Rate on November 12, 2024 was 3.895%. The Initial Swap Rate is 3.9355% and is not the Swap
Rate on the Pricing Date.
We obtained the Swap Rates in this section from Bloomberg Professional®
service (“Bloomberg”), without independent verification. November 18, 2021 is the first day on which U.S. Dollar SOFR ICE
Swap Rates were reported by Bloomberg. Historical performance of the Swap Rate should not be taken as an indication of future performance.
Future performance of the Swap Rate may differ significantly from historical performance, and no assurance can be given as to the Swap
Rate during the term of the Notes, including on the Final Valuation Date. We cannot give you assurance that the performance of the Swap
Rate will not result in a loss on your initial investment.
When reviewing the historical performance of the Swap Rate in the below
graph, it is important to understand that a very small absolute change in the Swap Rate can result in a significant loss on the Notes.
Based on the Initial Swap Rate of 3.9355%, you will lose a significant portion or all of your investment if the Final Swap Rate is
greater than the Barrier Swap Rate of 4.9194% (125.00% of the Initial Swap Rate), which represents an increase of only 0.9839 percentage
points from the Initial Swap Rate. If the Final Swap Rate is greater than or equal to 200.00% of the Initial Swap Rate, you will lose
your entire investment in the Notes at maturity.
* The dotted line indicates the Barrier Swap Rate of 125.00% of the
Initial Swap Rate.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Certain Employee Retirement Income Security Act Considerations
Your purchase of a Note in an Individual
Retirement Account (an “IRA”), will be deemed to be a representation and warranty by you, as a fiduciary of the IRA and also
on behalf of the IRA, that (i) neither the Issuer, the placement agent nor any of their respective affiliates has or exercises any discretionary
authority or control or acts in a fiduciary capacity with respect to the IRA assets used to purchase the Note or renders investment advice
(within the meaning of Section 3(21)(A)(ii) of the Employee Retirement Income Security Act (“ERISA”)) with respect to any
such IRA assets and (ii) in connection with the purchase of the Note, the IRA will pay no more than “adequate consideration”
(within the meaning of Section 408(b)(17) of ERISA) and in connection with any redemption of the Note pursuant to its terms will receive
at least adequate consideration, and, in making the foregoing representations and warranties, you have (x) applied sound business principles
in determining whether fair market value will be paid, and (y) made such determination acting in good faith.
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 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 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 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.
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 PS-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.
Supplemental Plan of Distribution
J.P. Morgan Securities LLC and JPMorgan
Chase Bank, N.A. will act as placement agents for the Notes pursuant to separate placement agency agreements with the Issuer. The placement
agents will forgo fees for sales to fiduciary accounts. The placement agents will receive a fee from the Issuer or one of its affiliates
per Note as specified on the cover of this pricing supplement.
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.
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