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
Preliminary Pricing Supplement dated
November 21, 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 26, 2025
Linked
to the Common Stock of Intel Corporation
Global
Medium-Term Notes, Series A
|
Unlike ordinary debt securities, the Notes do not pay interest and
do not guarantee the return of the full principal amount at maturity. Instead, as described below, the Notes offer a fixed return at maturity
if, from the Initial Underlier Value to the Final Underlier Value, the Underlier appreciates, remains flat or does not decline below the
Barrier Value. Investors should be willing to forgo dividend payments and, if the Final Underlier Value is less than the Barrier Value,
be willing to receive shares of the Underlier at maturity that will likely be worth significantly less than their investment and could
be worth nothing.
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 |
| Denominations: |
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof |
| Initial Valuation Date: |
November 22, 2024 |
Final Valuation Date:† |
December 22, 2025 |
| Issue Date: |
November 27, 2024 |
Maturity Date:*† |
December 26, 2025 |
| Reference Asset:* |
The common stock of Intel Corporation (Bloomberg ticker symbol “INTC UW<Equity>”) (the “Underlier”) |
| Payment at Maturity: |
You will receive on the Maturity Date a cash payment or delivery per
$1,000 principal amount Note determined as follows:
§ If
the Final Underlier Value is greater than or equal to the Barrier Value, you will receive a cash payment per $1,000 principal
amount Note calculated as follows:
$1,000 + ($1,000 × Digital Percentage)
§ If
the Final Underlier Value is less than the Barrier Value, you will receive per $1,000 principal amount Note a number of shares of the
Underlier equal to the Physical Delivery Amount or, at our option, the cash value thereof (calculated as the Physical Delivery Amount
times the Final Underlier Value). Fractional shares will be paid in cash.
If the Final Underlier Value is less than the Barrier Value,
you will receive shares of the Underlier (or the cash value thereof) at maturity that will likely be worth significantly less than your
investment and could be worth nothing. 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.
|
| 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 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 Percentage: |
11.05% |
| Physical Delivery Amount:* |
, which is a number of shares of the Underlier equal to $1,000 divided by the Initial Underlier Value (rounded to five decimal places) |
| Barrier Value:* |
$ , which is 50.00% of the Initial Underlier Value (rounded to two decimal places) |
| Initial Underlier Value:* |
$ , which is the Closing Value of the Underlier on the Initial Valuation Date |
| Final Underlier Value:* |
The Closing Value of the Underlier on the Final Valuation Date |
| Closing Value:* |
Closing Value has the meaning assigned to “closing price” set forth under “Reference Assets—Equity Securities—Special Calculation Provisions” in the prospectus supplement. |
(Terms of the Notes continue on the next page)
| |
Initial Issue
Price(1)
|
Price to Public
|
Agent’s
Commission(2)
|
Proceeds to
Barclays Bank PLC
|
| Per Note |
$1,000 |
100% |
1.10% |
98.90% |
| Total |
$● |
$● |
$● |
$● |
| (1) | Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is expected to be between $959.50
and $979.50 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-5 of this pricing supplement. |
| (2) | Barclays Capital Inc. will receive commissions from the Issuer of up to $11.00 per $1,000 principal amount Note. Barclays Capital
Inc. will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to other dealers. The
actual commission received by Barclays Capital Inc. will be equal to the selling concession paid to such dealers. Barclays Capital Inc.
will pay from these commissions a selling concession of up to $10.00 per $1,000 principal amount Note and a structuring fee of up to $1.00
per $1,000 principal amount Note. In no case will the total amount of selling concessions or structuring fees exceed $11.00 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.
(Terms of the Notes continued from previous page)
| Calculation Agent: |
Barclays Bank PLC |
| CUSIP / ISIN: |
06744EMW4 / US06744EMW48 |
| * | In the case of certain corporate events related to the Underlier, the Calculation Agent may adjust any variable, including but not
limited to, the Underlier and the Initial Underlier Value, Final Underlier Value, Physical Delivery Amount, Barrier Value and Closing
Value of the Underlier if the Calculation Agent determines that the event has a diluting or concentrative effect on the theoretical value
of the shares of the Underlier. If you receive shares of the Underlier at maturity, we will pay cash in lieu of delivering any fractional
shares of the Underlier in an amount equal to that fraction times the Final Underlier Value. The Calculation Agent may accelerate
the Maturity Date upon the occurrence of certain reorganization events and additional adjustment events. For more information, see “Reference
Assets—Equity Securities—Share Adjustments Relating to Securities with an Equity Security as a Reference Asset” in the
accompanying prospectus supplement. |
| † | The Final Valuation Date may be postponed if the Final Valuation Date is not a scheduled trading day or if a market disruption event
occurs on the Final Valuation Date as described under “Reference Assets—Equity Securities—Market Disruption Events for
Securities with an Equity Security as a Reference Asset” in the accompanying prospectus 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 DOCUMENTS RELATED TO THE OFFERING OF 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
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.
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):
| · | Prospectus dated May 23, 2022: |
http://www.sec.gov/Archives/edgar/data/312070/000119312522157585/d337542df3asr.htm
| · | Prospectus Supplement dated June 27, 2022: |
http://www.sec.gov/Archives/edgar/data/0000312070/000095010322011301/dp169388_424b2-prosupp.htm
Our SEC file number is 1–10257.
As used in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC.
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.
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, which we refer to as the Initial Valuation Date, based on prevailing market conditions on
or prior to the Initial Valuation 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 Initial Valuation 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 Initial Valuation 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 and any structuring 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 Initial Valuation 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 Initial
Valuation 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 Initial Valuation Date for a temporary period expected to be approximately three months after the Issue Date 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 Initial Valuation Date. We reserve the right to change the terms of, or reject any offer to purchase, the
Notes prior to the Initial Valuation 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.
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 understand and accept that you will not participate in any appreciation of the Underlier, which may be significant, and that your
potential return on the Notes is limited to the Digital Percentage. |
| · | You can tolerate a loss of a significant portion or all of your principal amount, and you are willing and able to make an investment
that may have the full downside market risk of an investment in the Underlier. |
| · | You do not anticipate that the Final Underlier Value will fall below the Barrier Value, and you are willing and able to accept the
risk that, if it does, you will receive a number of shares of the Underlier (or the cash value thereof) at maturity that will likely be
worth significantly less than your investment and could be worth nothing. |
| · | You understand and are willing and able to accept the risks associated with an investment linked to the performance of the Underlier. |
| · | You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the Underlier,
nor will you have any voting rights with respect to the Underlier. |
| · | You can tolerate fluctuations in the price of the Notes that may be similar to or exceed the downside fluctuations in the value of
the Underlier. |
| · | 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 participates in the full appreciation of the Underlier rather than an investment with a return that is
limited to the Digital Percentage. |
| · | You seek an investment that provides for the full repayment of principal at maturity, and/or you are unwilling or unable to accept
the risk that you may lose a significant portion or all of the principal amount of your Notes in the event that the Final Underlier Value
falls below the Barrier Value. |
| · | You anticipate that the Final Underlier Value will fall below the Barrier Value, or you are unwilling or unable to accept the risk
that, if it does, you will receive a number of shares of the Underlier (or the cash value thereof) at maturity that will likely be worth
significantly less than your investment and could be worth nothing. |
| · | You do not understand and/or are unwilling or unable to accept the risks associated with an investment linked to the performance of
the Underlier. |
| · | You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the Underlier. |
| · | You cannot tolerate fluctuations in the price of the Notes that may be similar to or exceed the downside fluctuations in the value
of the Underlier. |
| · | 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 prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities
and credit ratings. |
| · | 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 out 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.
Hypothetical EXAMPLES OF
AMOUNTS PAYABLE at Maturity
The following table illustrates the
hypothetical payment at maturity under various circumstances. The examples set forth below are purely hypothetical and are provided for
illustrative purposes only. The numbers appearing in the following table and examples have been rounded for ease of analysis. The hypothetical
examples below do not take into account any tax consequences from investing in the Notes and make the following key assumptions:
| § | Hypothetical Initial Underlier Value: $100.00* |
| § | Hypothetical Barrier Value: $50.00 (50.00% of the hypothetical Initial Underlier Value set forth above)* |
| § | Hypothetical Physical Delivery Amount: 10.00000 ($1,000 divided by the hypothetical Initial Underlier Value set forth
above)* |
| * | The hypothetical Initial Underlier Value of $100.00,
the hypothetical Barrier Value of $50.00 and the hypothetical Physical
Delivery Amount of 10.00000 have been chosen for illustrative purposes only and may not represent a likely actual Initial Underlier Value,
Barrier Value or Physical Delivery Amount. The actual Initial Underlier Value will be equal to the Closing Value of the Underlier on the
Initial Valuation Date, the actual Barrier Value will be equal to 50.00% of the Initial Underlier Value and the actual Physical Delivery
Amount will be equal to $1,000 divided by the Initial Underlier Value. |
For information regarding recent values of the Underlier, please see
“Information Regarding the Underlier” in this pricing supplement.
| Final Underlier Value |
Percent Change from Initial Underlier Value |
Value of Payment Received at Maturity **/*** |
| $200.00 |
100.00% |
$1,110.50 |
| $190.00 |
90.00% |
$1,110.50 |
| $180.00 |
80.00% |
$1,110.50 |
| $170.00 |
70.00% |
$1,110.50 |
| $160.00 |
60.00% |
$1,110.50 |
| $150.00 |
50.00% |
$1,110.50 |
| $140.00 |
40.00% |
$1,110.50 |
| $130.00 |
30.00% |
$1,110.50 |
| $120.00 |
20.00% |
$1,110.50 |
| $111.05 |
11.05% |
$1,110.50 |
| $110.00 |
10.00% |
$1,110.50 |
| $105.00 |
5.00% |
$1,110.50 |
| $100.00 |
0.00% |
$1,110.50 |
| $95.00 |
-5.00% |
$1,110.50 |
| $90.00 |
-10.00% |
$1,110.50 |
| $80.00 |
-20.00% |
$1,110.50 |
| $70.00 |
-30.00% |
$1,110.50 |
| $60.00 |
-40.00% |
$1,110.50 |
| $50.00 |
-50.00% |
$1,110.50 |
| $49.99 |
-50.01% |
$499.90 |
| $40.00 |
-60.00% |
$400.00 |
| $30.00 |
-70.00% |
$300.00 |
| $20.00 |
-80.00% |
$200.00 |
| $10.00 |
-90.00% |
$100.00 |
| $0.00 |
-100.00% |
$0.00 |
** per $1,000 principal amount Note
*** If the Final Underlier Value is less than the Barrier Value, you
will receive on the Maturity Date per $1,000 principal amount Note a number of shares of the Underlier equal to the Physical Delivery
Amount or, at our option, the cash value thereof (calculated as the Physical Delivery Amount times the Final Underlier Value).
Fractional shares will be paid in cash. For purposes of the table above and the examples below, the cash value of any shares received
is calculated as the Physical Delivery Amount times the Final Underlier Value. The actual value of any shares received may be less
than the amounts shown above.
The following examples illustrate how the payments at maturity set
forth in the table above are calculated:
Example 1: The value of the Underlier increases from an Initial
Underlier Value of $100.00 to a Final Underlier Value of $130.00.
Because the Final Underlier Value is greater than or equal to the Barrier
Value, you will receive a payment at maturity of $1,110.50 per $1,000 principal amount Note that you hold, calculated as follows:
$1,000 + ($1,000 × Digital Percentage)
$1,000 + ($1,000 × 11.05%) = $1,110.50
Example 1 demonstrates that you will not participate in any appreciation
in the value of the Underlier. Even though the Underlier appreciated significantly, the payment at maturity is limited to $1,110.50 per
$1,000 principal amount Note that you hold.
Example 2: The value of the Underlier decreases from an Initial
Underlier Value of $100.00 to a Final Underlier Value of $95.00.
Because the Final Underlier Value is greater than or equal to the Barrier
Value, you will receive a payment at maturity of $1,110.50 per $1,000 principal amount Note that you hold, calculated as follows:
$1,000 + ($1,000 × Digital Percentage)
$1,000 + ($1,000 × 11.05%) = $1,110.50
Example 3: The value of the Underlier decreases from an Initial
Underlier Value of $100.00 to a Final Underlier Value of $40.00.
Because the Final Underlier Value is less than the Barrier Value, you
will receive at maturity per $1,000 principal amount Note that you hold the Physical Delivery Amount of 10.00000 shares of the Underlier
or, at our option, the cash value thereof (calculated as the Physical Delivery Amount times the Final Underlier Value). Fractional
shares will be paid in cash.
The cash value of the Physical Delivery Amount
is $400.00.
Example 3 demonstrates that, if the Final Underlier Value is less than
the Barrier Value, you will receive shares of the Underlier (or the cash value thereof) at maturity that will likely be worth significantly
less than your investment and could be worth nothing.
You may lose up to 100.00% of the principal amount of your Notes.
Any payment on the Notes, including the repayment of principal, is subject to the credit risk of Barclays Bank PLC.
Selected
Risk Considerations
An investment in the Notes involves significant risks. Investing in
the Notes is not equivalent to investing directly in the Underlier. Some of the risks that apply to an investment in the Notes are summarized
below, but we urge you to read the more detailed explanation of risks relating to the Notes generally in the “Risk Factors”
section of the prospectus supplement. You should not purchase the Notes unless you understand and can bear the risks of investing in the
Notes.
Risks Relating to the Notes Generally
| · | Your Investment in the Notes May Result in a Significant Loss—The Notes differ from ordinary debt securities in that
the Issuer will not necessarily repay the full principal amount of the Notes at maturity. If the Final Underlier Value is less than the
Barrier Value, you will receive a number of shares of the Underlier (or the cash value thereof) at maturity that will likely be worth
significantly less than your investment and could be worth nothing. You may lose up to 100.00% of the principal amount of your Notes. |
| · | Your Potential Return on the Notes Is Limited to the Digital Percentage—If the Final Underlier Value is greater than
or equal to the Barrier Value, 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 Percentage, which is equal to 11.05%. If the Final Underlier Value
is greater than or equal to the Barrier Value, you will receive the maximum payment at maturity of $1,110.50 per $1,000 principal amount
Note regardless of any appreciation of the Underlier, which may be significant. Your return on the Notes will be less than the percentage
change in the Underlier from the Initial Underlier Value to the Final Underlier Value if such percentage is greater than the Digital Percentage. |
| · | No Interest Payments—As a holder of the Notes, you will not receive interest payments. |
| · | If You Receive Shares of the Underlier at Maturity, Those Shares May Be Worth Less on the Maturity Date Than Their Value Based
on the Final Underlier Value—If the Final Underlier Value is less than the Barrier Value, we may determine, at our option, whether
to deliver a number of shares of the Underlier equal to the Physical Delivery Amount or to pay the cash value thereof. If you receive
shares of the Underlier at maturity, the value of those shares on the Maturity Date depends on the value of the Underlier on the Maturity
Date rather than the Final Underlier Value. The value of those shares may have declined further below the Final Underlier Value as of
the Maturity Date and, as a result, the value of the payment at maturity may be less than if you had received on the Maturity Date the
cash value of those shares, calculated based on the Final Underlier Value. We will not make any adjustment to the Physical Delivery Amount
to account for any fluctuations in the value of the Underlier and you will bear the risk of any decline in the value of the shares of
the Underlier you receive at maturity below the Final Underlier Value. |
| · | Any Payment or Delivery on the Notes Will Be Determined Based on the Closing Values of the Underlier on the Dates Specified—Any
payment or delivery on the Notes will be determined based on the Closing Values of the Underlier on the dates specified. You will not
benefit from any more favorable value of the Underlier determined at any other time. |
| · | Contingent Repayment of the Principal Amount Applies Only at Maturity—You should be willing to hold your Notes to maturity.
If you sell your Notes prior to such time in the secondary market, if any, you may have to sell your Notes at a price that is less than
the principal amount even if at that time the value of the Underlier has increased from the Initial Underlier Value. 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. |
| · | Owning the Notes Is Not the Same as Owning the Underlier—The return on the Notes may not reflect the return you would
realize if you actually owned the Underlier. As a holder of the Notes, you will not have voting rights or rights to receive dividends
or other distributions or other rights that holders of the Underlier would have. |
| · | 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 Internal Revenue
Service (the “IRS”). Consequently, significant aspects of the tax treatment of the Notes are uncertain, and the IRS or a court
might not agree with the treatment of the Notes as prepaid forward contracts, as described below under “Tax Considerations.”
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 may not receive any amounts owed to you under the terms of the Notes.
| · | You May Lose Some or All of Your Investment If Any U.K. Bail-in Power Is Exercised by the Relevant U.K.
Resolution Authority—Notwithstanding and to the exclusion of any other term of the Notes or any other agreements, arrangements
or understandings between Barclays Bank PLC and any holder or beneficial owner of the Notes (or the trustee on behalf of the holders of
the Notes), by acquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts, agrees to be bound by, and consents
to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority as set forth under “Consent to U.K. Bail-in
Power” in this pricing supplement. Accordingly, any U.K. Bail-in Power may be exercised in such a manner as to result in you and
other holders and beneficial owners of the Notes losing all or a part of the value of your investment in the Notes or receiving a different
security from the Notes, which may be worth significantly less than the Notes and which may have significantly fewer protections than
those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may exercise the U.K. Bail-in Power without
providing any advance notice to, or requiring the consent of, the holders and beneficial owners of the Notes. The exercise of any U.K.
Bail-in Power by the relevant U.K. resolution authority with respect to the Notes will not be a default or an Event of Default (as each
term is defined in the senior debt securities indenture) and the trustee will not be liable for any action that the trustee takes, or
abstains from taking, in either case, in accordance with the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority
with respect to the Notes. See “Consent to U.K. Bail-in Power” in this pricing supplement as well as “U.K. Bail-in Power,”
“Risk Factors—Risks Relating to the Securities Generally—Regulatory action in the event a bank or investment firm in
the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution
powers, could materially adversely affect the value of any securities” and “Risk Factors—Risks Relating to the Securities
Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant
U.K. resolution authority” in the accompanying prospectus supplement. |
Risks Relating to the Underlier
| · | There Are Risks Associated with a Single Equity—The price of the Underlier can
rise or fall sharply due to factors specific to the Underlier and its issuer, such as stock price volatility, earnings, financial conditions,
corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors,
such as general stock market volatility and levels, interest rates and economic and political
conditions. We urge you to review financial and other information filed periodically with the SEC by the issuer of the Underlier. |
| · | Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution
Adjustments—The Calculation Agent may in its sole discretion make adjustments affecting the amounts payable on the Notes upon
the occurrence of certain corporate events (such as stock splits or extraordinary or special dividends) that the Calculation Agent determines
have a diluting or concentrative effect on the theoretical value of the Underlier. However, the Calculation Agent might not make such
adjustments in response to all events that could affect the Underlier. The occurrence of any such event and any adjustment made by the
Calculation Agent (or a determination by the Calculation Agent not to make any adjustment)
may adversely affect the market price of, and any amounts payable on, the Notes. See “Reference Assets—Equity Securities—Share
Adjustments Relating to Securities with an Equity Security as a Reference Asset” in the accompanying prospectus supplement. |
| · | Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in
the Notes Being Accelerated—Upon the occurrence of certain reorganization events or a nationalization, expropriation, liquidation,
bankruptcy, insolvency or de-listing of the Underlier, the Calculation Agent will make adjustments to the Underlier that may result in
payments on the Notes being based on the performance of shares, cash or other assets distributed to holders of the Underlier upon the
occurrence of such event or, in some cases, the Calculation Agent may accelerate the Maturity Date for a payment determined by the Calculation
Agent. Any of these actions could adversely affect the value of the Underlier and, consequently,
the value of the Notes. Any amount payable upon acceleration could be significantly less than the amount(s) that would be due on the Notes
if they were not accelerated. However, if we elect not to accelerate the Notes, the value of, and any amount payable on, the Notes could
be adversely affected, perhaps significantly. See “Reference Assets—Equity Securities—Share Adjustments Relating to
Securities with an Equity Security as a Reference Asset” in the accompanying prospectus supplement. |
| · | Historical Performance of the Underlier Should Not Be Taken as Any Indication of the Future Performance of the Underlier Over the
Term of the Notes—The value of the Underlier has fluctuated in the past and may, in the future, experience significant fluctuations.
The historical performance of the Underlier is not an indication of the future performance of the Underlier over the term of the Notes.
Therefore, the performance of the Underlier over the term of the Notes may bear no relation or resemblance to the historical performance
of the Underlier. |
Risks Relating to Conflicts of Interest
| · | We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect the Notes in Various
Ways and Create Conflicts of Interest—We and our affiliates play a variety of roles in connection with the issuance of the Notes,
as described below. In performing these roles, our and our affiliates’ economic interests are potentially adverse to your interests
as an investor in the Notes. |
In connection with our normal business
activities and in connection with hedging our obligations under the Notes, we and our affiliates make markets in and trade various financial
instruments or products for our accounts and for the account of our clients and otherwise provide investment banking and other financial
services with respect to these financial instruments and products. These financial instruments and products may include securities, derivative
instruments or assets that may relate to the Underlier. In any such market making, trading and hedging activity, 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 Underlier
and make any other determinations necessary to calculate any payments on the Notes. In making these determinations, we may be required
to make discretionary judgments, including determining whether a market disruption event has occurred on any date that the value of the
Underlier is to be determined; determining whether to adjust any variable described herein in the
case of certain corporate events related to the Underlier that the Calculation Agent determines have a diluting or concentrative effect
on the theoretical value of the shares of the Underlier; determining the cash equivalent of the Physical Delivery Amount; and determining
whether to accelerate the Maturity Date upon the occurrence of certain reorganization events and additional adjustment events.
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—The value of the Notes will be affected by a number
of economic and market factors that interact in complex and unpredictable ways and that may either offset or magnify each other, including: |
| o | the market prices of, dividend rate on and expected volatility of the Underlier; |
| o | the time to maturity of the Notes; |
| o | interest and yield rates in the market generally; |
| o | a variety of economic, financial, political, regulatory or judicial events; |
| o | supply and demand for the Notes; 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 Initial Valuation 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 and any structuring 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 which we may incur
in hedging our obligations under the Notes, and estimated development and other costs which 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 Initial Valuation 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 Initial |
Valuation 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 which 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 Initial Valuation 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 Initial Valuation 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. |
Information Regarding
the UNDERLIER
We urge you to read the following section in the accompanying prospectus
supplement: “Reference Assets—Equity Securities—Reference Asset Issuer and Reference Asset Information.” Companies
with securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are required to file
financial and other information specified by the SEC periodically. Information provided to or filed with the SEC by the issuer of the
Underlier can be located on a website maintained by the SEC at http://www.sec.gov by reference to the issuer’s SEC file number provided
below.
Included below is a brief description of the issuer of the Underlier.
This information has been obtained from publicly available sources. Information from outside sources is not incorporated by reference
in, and should not be considered part of, this pricing supplement or the accompanying prospectus or prospectus supplement. We have not
independently verified the accuracy or completeness of the information contained in outside sources.
Intel Corporation
According to publicly available information, Intel Corporation is an
integrated device manufacturer of computer processing units and related products that it designs, develops, manufactures, markets, sells,
supports and services. Information filed by Intel Corporation with the SEC under the Exchange Act can be located by reference to its SEC
file number: 000-06217. The common stock of Intel Corporation is listed on The Nasdaq Stock Market under the ticker symbol “INTC.”
Historical Performance of the Underlier
The graph below sets forth the historical performance of the Underlier
based on the daily Closing Values from January 2, 2019 through November 19, 2024. We obtained the Closing Values shown in the graph below
from Bloomberg Professional® service (“Bloomberg”). We have not independently verified the accuracy or completeness
of the information obtained from Bloomberg. The Closing Values below may have been adjusted to reflect certain corporate actions, such
as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings and bankruptcy.
Historical Performance of the Underlier
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS
Tax Considerations
You should review carefully the sections in the accompanying prospectus
supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as
Prepaid Forward or Derivative Contracts” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders.”
The following discussion, when read in combination with those sections, constitutes the full opinion of our special tax counsel, Davis
Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the Notes. The following
discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith. This discussion
does not address the U.S. federal income tax consequences of the ownership or disposition of any shares of the Reference Asset that you
may receive at maturity. You should consult your tax advisor regarding the potential U.S. federal tax consequences of the ownership and
disposition of shares of the Reference Asset.
Based on current market conditions, in the opinion of our special tax
counsel, it is reasonable to treat the Notes for U.S. federal income tax purposes as prepaid forward contracts with respect to the Underlier.
Assuming this treatment is respected, and except as described below, upon a sale or exchange of the Notes (including redemption for cash
upon an automatic call or at maturity), you should recognize capital gain or loss equal to the difference between the amount realized
on the sale or exchange and your tax basis in the Notes, which should equal the amount you paid to acquire the Notes. This gain or loss
on your Notes should be treated as long-term capital gain or loss if you hold your Notes for more than a year, whether or not you are
an initial purchaser of Notes at the original issue price. However, the 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.
If you receive shares of the Reference Asset upon the maturity of your
Notes, you should be deemed to have applied the purchase price of your Notes toward the purchase of the shares of the Reference Asset
you receive. You should not recognize gain or loss with respect to the shares of the Reference Asset you receive. Instead, consistent
with the position described above, your basis in the shares (including any fractional share) should equal the price you paid to acquire
your Notes, and that basis should be allocated proportionately among the shares. Your holding period for the shares of the Reference Asset
should begin on the day after receipt. With respect to any cash received in lieu of a fractional share of the Reference Asset, you should
recognize capital gain or loss in an amount equal to the difference between the amount of the cash received and the tax basis allocable
to the fractional share.
Treasury regulations under Section 871(m) generally impose a withholding
tax on certain “dividend equivalents” under certain “equity linked instruments.” A recent IRS notice excludes
from the scope of Section 871(m) instruments issued prior to January 1, 2027 that do not have a “delta of one” with respect
to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”).
Based on our determination that the Notes do not have a “delta of one” within the meaning of the regulations, we expect that
these regulations will not apply to the Notes with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS
may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including
whether you enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential
application of Section 871(m) will be provided in the pricing supplement for the Notes. You should consult your tax advisor regarding
the potential application of Section 871(m) to the Notes.
SUPPLEMENTAL PLAN OF DISTRIBUTION
We will agree to sell to Barclays Capital Inc. (the “agent”),
and the agent will agree to purchase from us, the principal amount of the Notes, and at the price, specified on the cover of this pricing
supplement. The agent will commit to take and pay for all of the Notes, if any are taken.
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 Initial Valuation 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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