|
Preliminary Term Sheet
(To the Prospectus dated May 15, 2025, the Prospectus Supplement
dated May 15, 2025 and Product Supplement EQUITY ARN-1 dated October 29, 2025) |
Subject to Completion
Dated October 31, 2025 |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-287303 |
|
Units
$10 principal amount per unit
CUSIP No. |
Pricing Date*
Settlement Date*
Maturity Date* |
November ,
2025
December ,
2025
January ,
2027 |
 |
*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”) |
| Accelerated Return Notes® Linked to the EURO STOXX 50® Index |
| § |
Maturity of approximately 14 months |
| § |
3-to-1 upside exposure to increases in the EURO STOXX 50® Index (the “Market Measure”), subject to a capped return of [14.00% to 18.00%] |
| § |
1-to-1 downside exposure to decreases in the Market Measure, with 100% of your principal at risk |
| § |
All payments occur at maturity and are subject to the credit risk of Barclays Bank PLC. |
| § |
No periodic interest payments |
| § |
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes.” |
| § |
Limited secondary market liquidity, with no exchange listing |
| § |
The notes are our unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC. The notes 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. |
The notes are being issued by Barclays Bank PLC (“Barclays”).
There are important differences between the notes and a conventional debt security, including different investment risks and certain
additional costs. See “Risk Factors” beginning on page TS-7 of this term sheet and “Risk Factors” beginning on
page PS-7 of product supplement EQUITY ARN-1 and beginning on page S-9 of the prospectus supplement.
Our initial estimated value of the notes, based on our internal
pricing models, is expected to be between $9.218 and $9.718 per unit on the pricing date, which
is less than the public offering price listed below. See “Summary” on the following page, “Risk Factors”
beginning on page TS-7 of this term sheet and “Structuring the Notes” below for additional information. The actual value
of your notes at any time will reflect many factors and cannot be predicted with accuracy.
Notwithstanding and to the exclusion of any other term of the
notes or any other agreements, arrangements or understandings between Barclays 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 or 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. All payments
are subject to the risk of 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 TS-3 and “Risk Factors” beginning on page TS-7 of this term sheet.
None of the Securities and Exchange Commission (the “SEC”),
any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note
Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
| |
Per Unit |
Total |
| Public offering price(1) |
$ 10.000 |
$ |
| Underwriting discount(1) |
$ 0.175 |
$ |
| Proceeds, before expenses, to Barclays |
$ 9.825 |
$ |
| (1) | For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactions with the investor’s
household in this offering, the public offering price and the underwriting discount will be $9.950 per unit and $0.125 per unit, respectively.
See “Supplement to the Plan of Distribution” below. |
The notes:
| Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
BofA Securities
November , 2025
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
Summary
The Accelerated Return Notes® Linked to the EURO STOXX
50® Index, due January , 2027 (the “notes”) are our unsecured and unsubordinated obligations
and are not deposit liabilities of Barclays. The notes 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. The notes will rank equally with all of our other unsecured and unsubordinated debt. Any
payments due on the notes, including any repayment of principal, will be subject to the credit risk of Barclays and to the risk of exercise
of any U.K. Bail-in Power (as described herein) or any other resolution measure by any relevant U.K. resolution authority.
The notes provide you a leveraged return, subject to a cap, if the Ending
Value of the Market Measure, which is the EURO STOXX 50® Index (the “Market Measure”), is greater than the
Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes.
Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Market
Measure, subject to our credit risk. See “Terms of the Notes” below.
On the cover page of this term sheet, we have provided the estimated
value range for the notes. This range of estimated values was determined based on our internal pricing models, which take into account
a number of variables, including volatility, interest rates and our internal funding rates, which are our internally published borrowing
rates and the economic terms of certain related hedging arrangements. This range of estimated values may not correlate on a linear basis
with the range of Capped Value for the notes. The estimated value of the notes calculated on the pricing date is expected to be less than
the public offering price and will be set forth in the final term sheet made available to investors in the notes.
The economic terms of the notes (including the Capped Value) are based
on our internal funding rates, which may vary from the levels at which our benchmark debt securities trade in the secondary market, and
the economic terms of certain related hedging arrangements. The difference between these rates, as well as the underwriting discount,
the hedging-related charge and other amounts described below, will reduce the economic terms of the notes. For more information about
the estimated value and the structuring of the notes, see “Structuring the Notes” below.
Terms of the Notes
| Issuer: |
Barclays Bank PLC (“Barclays”) |
| Principal Amount: |
$10.00 per unit |
| Term: |
Approximately 14 months |
| Market Measure: |
The EURO STOXX 50® Index (Bloomberg symbol: “SX5E”), a price return index |
| Starting Value: |
The closing level of the Market Measure on the pricing date |
| Ending Value: |
The average of the closing levels of the Market Measure on each calculation day occurring during the Maturity Valuation Period. The scheduled calculation days are subject to postponement in the event of Market Disruption Events, as described beginning on page PS-27 of product supplement EQUITY ARN-1. |
| Participation Rate: |
300% |
| Capped Value: |
[$11.40 to $11.80] per unit, which represents a return of [14.00% to 18.00%] over the principal amount. The actual Capped Value will be determined on the pricing date. |
| Maturity Valuation Period: |
Five scheduled calculation days shortly before the maturity date |
| Fees and Charges: |
The public offering price of the notes includes the underwriting discount of $0.175 per unit listed on the cover page and a hedging-related charge of $0.05 per unit described in “Structuring the Notes” below. |
| Calculation Agents: |
Barclays and BofA Securities, Inc. (“BofAS”) |
Redemption Amount Determination
On the maturity date, you will receive a cash payment per unit determined
as follows:

| Accelerated Return Notes® | TS-2 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
The terms and risks of the notes are contained in this term sheet and
in the following:
| § | Product supplement EQUITY ARN-1 dated October 29, 2025:
http://www.sec.gov/Archives/edgar/data/312070/000095010325013808/dp236328_424b2-equityarn1.htm |
| § | Series A MTN prospectus supplement dated May 15, 2025:
http://www.sec.gov/Archives/edgar/data/312070/000095010325006051/dp228678_424b2-prosupp.htm |
| § | Prospectus dated May 15, 2025:
http://www.sec.gov/Archives/edgar/data/312070/000119312525120720/d925982d424b2.htm |
These documents (together, the “Note Prospectus”) have been
filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated above or
obtained from us, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) or BofAS by calling 1-800-294-1322.
Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that we have filed with the
SEC for information about us and this offering. Any prior or contemporaneous oral statements and any other written materials you may have
received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth
in product supplement EQUITY ARN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this term sheet
to “we,” “us,” “our” or similar references are to Barclays.
“Accelerated Return Notes®” and “ARNs®”
are the registered service marks of Bank of America Corporation, the parent company of MLPF&S and BofAS.
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 or 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, or interest on, or any other amounts payable on, the notes; (ii) the conversion of all, or a portion, of the principal amount of,
or interest on, or any other amounts payable on, the notes into shares or other securities or other obligations of Barclays or another
person (and the issue to, or conferral on, the holder or beneficial owner of the notes of 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 the 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 “Risk Factors—Issuer-related
Risks—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 term sheet 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.
| Accelerated Return Notes® | TS-3 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
Investor Considerations
You may wish to consider an investment in the notes if:
| § | You anticipate that the Market Measure will increase moderately from the Starting Value to the Ending Value. |
| § | You are willing to risk a loss of principal and return if the Market Measure decreases from the Starting Value to the Ending Value. |
| § | You accept that the return on the notes will be capped. |
| § | You are willing to forgo the interest payments that are paid on conventional interest-bearing debt securities. |
| § | You are willing to forgo dividends and other benefits of directly owning the securities included in the Market Measure. |
| § | You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes,
if any, will be affected by various factors, including our actual and perceived creditworthiness, the inclusion in the public offering
price of the underwriting discount, the hedging-related charge and other amounts, as described above. |
| § | You are willing and able to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption
Amount. |
| § | You are willing and able to consent to the exercise of any U.K. Bail-in Power by U.K. resolution authorities. |
The notes may not be an appropriate investment for you if:
| § | You believe that the Market Measure will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently
over the term of the notes to provide you with your desired return. |
| § | You seek principal repayment or preservation of capital. |
| § | You seek an uncapped return on your investment. |
| § | You seek interest payments or other current income on your investment. |
| § | You want to receive dividends or have other benefits of directly owning the securities included in the Market Measure. |
| § | You seek an investment for which there will be a liquid secondary market. |
| § | You are unwilling or unable to take market risk on the notes or to take our credit risk as issuer of the notes. |
| § | You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by U.K. resolution authorities. |
We urge you to consult your investment, legal, tax, accounting and other
advisors before you invest in the notes.
| Accelerated Return Notes® | TS-4 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
Hypothetical Payout Profile and Examples of Payments
at Maturity
The graph below is based on hypothetical numbers and values.
Accelerated Return Notes® |
This graph reflects the returns on the notes,
based on the Participation Rate of 300% and a hypothetical Capped Value of $11.60 per unit (the midpoint of the Capped Value range of
[$11.40 to $11.80]). The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment
in the securities included in the Market Measure, excluding dividends.
This graph has been prepared for purposes
of illustration only. |
The following table and examples are for purposes of illustration only.
They are based on hypothetical values and show hypothetical returns on the notes. They illustrate the calculation of the
Redemption Amount and total rate of return based on a hypothetical Starting Value of 100.00, the Participation Rate of 300%, a hypothetical
Capped Value of $11.60 per unit and a range of hypothetical Ending Values. The actual amount you receive and the resulting total rate
of return will depend on the actual Starting Value, Ending Value and Capped Value, and whether you hold the notes to maturity. The
following examples do not take into account any tax consequences from investing in the notes.
For recent actual levels of the Market Measure, see “The Market
Measure” section below. The Market Measure is a price return index and as such the Ending Value will not include any income generated
by dividends paid on the securities included in the Market Measure, which you would otherwise be entitled to receive if you invested in
those securities directly. In addition, all payments on the notes are subject to issuer credit risk.
| Ending Value |
|
Percentage Change from the Starting Value to the Ending Value |
|
Redemption Amount per Unit |
|
Total Rate of Return on the Notes |
| 0.00 |
|
-100.00% |
|
$0.00 |
|
-100.00% |
| 50.00 |
|
-50.00% |
|
$5.00 |
|
-50.00% |
| 80.00 |
|
-20.00% |
|
$8.00 |
|
-20.00% |
| 90.00 |
|
-10.00% |
|
$9.00 |
|
-10.00% |
| 94.00 |
|
-6.00% |
|
$9.40 |
|
-6.00% |
| 97.00 |
|
-3.00% |
|
$9.70 |
|
-3.00% |
| 100.00(1) |
|
0.00% |
|
$10.00 |
|
0.00% |
| 102.00 |
|
2.00% |
|
$10.60 |
|
6.00% |
| 103.00 |
|
3.00% |
|
$10.90 |
|
9.00% |
| 105.00 |
|
5.00% |
|
$11.50 |
|
15.00% |
| 105.34 |
|
5.34% |
|
$11.60(2) |
|
16.00% |
| 110.00 |
|
10.00% |
|
$11.60 |
|
16.00% |
| 120.00 |
|
20.00% |
|
$11.60 |
|
16.00% |
| 150.00 |
|
50.00% |
|
$11.60 |
|
16.00% |
| 200.00 |
|
100.00% |
|
$11.60 |
|
16.00% |
| (1) | The hypothetical Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only, and does not
represent a likely actual Starting Value for the Market Measure. |
| (2) | The Redemption Amount per unit cannot exceed the hypothetical Capped Value. |
| Accelerated Return Notes® | TS-5 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
Redemption Amount Calculation Examples:
| Example 1 |
|
| The Ending Value is 50.00, or 50.00% of the Starting Value: |
| Starting Value: 100.00 |
| Ending Value: 50.00 |
|

|
= $5.00 Redemption Amount per unit |
| Example 2 |
|
| The Ending Value is 102.00, or 102.00% of the Starting Value: |
| Starting Value: 100.00 |
|
| Ending Value: 102.00 |
|
|

|
= $10.60 Redemption Amount per unit |
| Example 3 |
|
| The Ending Value is 130.00, or 130.00% of the Starting Value: |
| Starting Value: 100.00 |
|
| Ending Value: 130.00 |
|
|

|
= $19.00, however, because the Redemption Amount for the notes cannot exceed the hypothetical Capped Value, the Redemption Amount will be $11.60 per unit |
| Accelerated Return Notes® | TS-6 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
Risk Factors
There are important differences between the notes and a conventional
debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more
detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-7 of product supplement
EQUITY ARN-1 and page S-9 of the Series A MTN prospectus supplement identified above. We also urge you to consult your investment, legal,
tax, accounting, and other advisors before you invest in the notes.
Structure-related Risks
| § | Depending on the performance of the Market Measure as measured shortly before the maturity date, your investment may result in a loss;
there is no guaranteed return of principal. |
| § | Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of
comparable maturity. |
| § | Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment directly
in the securities included in the Market Measure. |
Issuer-related Risks
| § | Payments on the notes are subject to our credit risk, and any actual or perceived changes in our creditworthiness are expected to
affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment. |
| § | 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 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 or 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 term sheet. 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 term sheet 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. |
Valuation- and Market-related Risks
| § | The estimated value of your notes is based on our internal pricing models. 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. These variables and assumptions are not evaluated or verified on an independent basis and may prove
to be inaccurate. Different pricing models and assumptions of different financial institutions could provide valuations for the notes
that are different from our estimated value. |
| § | The estimated value is based on a number of variables, including volatility, interest rates and 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 value referenced in this term sheet may be lower if such estimated value was based on the levels at which our benchmark
debt securities trade in the secondary market. |
| § | The estimated value of your notes is expected to be lower than the public offering price of your notes. This difference is expected
as a result of certain factors, such as the inclusion in the public offering price of the underwriting discount, the hedging-related charge,
the estimated profit, if any, that we or any of our affiliates expect to earn in connection with structuring the notes, and the estimated
cost which we may incur in hedging our obligations under the notes, as further described in “Structuring the Notes” below.
If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for the notes and lower than
the estimated value because the secondary market prices take into consideration the levels at which our debt securities trade in the secondary
market, but do not take into account such fees, charges and other amounts. |
| § | The estimated value of the notes will not be a prediction of the prices at which MLPF&S, BofAS or its affiliates, or any of our
affiliates or any other third parties may be willing to purchase the notes from you in secondary market transactions. 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 |
| Accelerated Return Notes® | TS-7 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
be predicted, such as market conditions,
and any bid and ask spread for similar size trades, and may be substantially less than our estimated value of the notes. Any sale prior
to the maturity date could result in a substantial loss to you.
| § | A trading market is not expected to develop for the notes. None of us, MLPF&S, BofAS or our respective affiliates is obligated
to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any
price in any secondary market. |
Conflict-related Risks
| § | Our business, hedging and trading activities, and those of MLPF&S, BofAS and our respective affiliates (including trades in the
securities included in the Market Measure), and any hedging and trading activities we, MLPF&S, BofAS or our respective affiliates
engage in for our clients’ accounts, may affect the market value and return of the notes and may create conflicts of interest with
you. |
| § | There may be potential conflicts of interest involving the calculation agents, which are Barclays and BofAS. We have the right to
appoint and remove the calculation agents. |
Market Measure-related Risks
| § | The Market Measure sponsor may adjust the Market Measure in a way that affects its level, and has no obligation to consider your interests. |
| § | You will have no rights of a holder of the securities included in the Market Measure, and you will not be entitled to receive securities
or dividends or other distributions by the issuers of those securities. |
| § | While we, MLPF&S, BofAS or our respective affiliates may from time to time own the securities included in the Market Measure,
we, MLPF&S, BofAS and our respective affiliates do not control the issuers of those securities, and have not verified any disclosure
made by any other company. |
| § | Your return on the notes and the value of the notes may be affected by exchange rate movements and factors affecting the international
securities markets, specifically changes within the Eurozone. The Eurozone is and has been undergoing severe financial stress, and the
political, legal and regulatory ramifications are impossible to predict. Changes within the Eurozone could adversely affect the performance
of the Market Measure and, consequently, the value of the notes. In addition, you will not obtain the benefit of any increase in the value
of the euro against the U.S. dollar, which you would have received if you had owned the securities included in the Market Measure during
the term of your notes, although the level of the Market Measure may be adversely affected by general exchange rate movements in the market. |
Tax-related Risks
| § | 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 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 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.
| Accelerated Return Notes® | TS-8 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
Other Terms of the Notes
Market Measure Business Day
The following definition supersedes and replaces
the definition of “Market Measure Business Day” set forth in product supplement EQUITY ARN-1.
A “Market Measure Business Day”
means a day on which:
| (A) | the Eurex (or any successor) is open for trading; and |
| (B) | the Market Measure or any successor thereto is calculated and published. |
| Accelerated Return Notes® | TS-9 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
The Market Measure
All information contained in this term sheet regarding the Market Measure,
including, without limitation, its make-up, method of calculation and changes in its components, has been derived from publicly available
information, without independent verification. This information reflects the policies of, and is subject to change by, STOXX Limited (the
“Market Measure sponsor”), which is a wholly owned subsidiary of Deutsche Börse AG. The Market Measure is calculated,
maintained and published by STOXX Limited. The Market Measure sponsor has no obligation to continue to publish the Market Measure and
may discontinue publication of the Market Measure at any time. The consequences of the Market Measure sponsor discontinuing publication
of the Market Measure are discussed in the section entitled “Description of the ARNs—Discontinuance of an Index” in
product supplement EQUITY ARN-1. None of us, the calculation agents, MLPF&S or BofAS accepts any responsibility for the calculation,
maintenance or publication of the Market Measure or any successor. Neither we nor any agent has independently verified the accuracy or
completeness of any information with respect to the Market Measure in connection with the offer and sale of the notes.
The Market Measure is a free float market capitalization-weighted index
composed of 50 of the largest stocks in terms of free float market capitalization traded on the major exchanges of 9 Eurozone countries:
Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands and Spain. At any given time, some eligible countries may
not be represented in the Market Measure. The euro price return version of the Market Measure is reported by Bloomberg L.P. under the
ticker symbol “SX5E.”
The selection list for the Market Measure is composed of the components
of the EURO STOXX® Index. For each of the 20 EURO STOXX® Supersector indices, the stocks are ranked in terms
of free float market capitalization. The largest stocks are added to the selection list until the coverage is close to, but less than,
60% of the free float market capitalization of each of the 20 EURO STOXX® Supersector indices . If the next highest-ranked
brings the coverage closer to 60% in absolute terms, then it is also added to the selection list. All current Market Measure stocks are
then added to the selection list. All the stocks on the selection list are ranked in terms of free float market capitalization. The largest
40 stocks on the selection list are selected for inclusion in the Market Measure; the remaining 10 stocks are selected from the largest
remaining current stocks ranked between 41 and 60. If the number of stocks selected is still below 50, then the largest remaining stocks
are selected until there are 50 stocks.
The weighting cap factor (see “— Market Measure Calculation”
below) limits the weight of each component stock within the Market Measure to a maximum of 10% at the time of each review.
Market Measure Maintenance
The composition of the Market Measure is reviewed annually in September.
The review cut-off date is the last trading day of August. The composition of the Market Measure is also reviewed monthly and components
that rank 75 or below of the current review month and previous review month are replaced and non-component stocks that rank 25 or above
are added.
In addition, changes to country classification are effective as of the
next quarterly review. At that time, the Market Measure is adjusted accordingly to remain consistent with its country membership rules
by deleting the company where necessary.
The Market Measure is also reviewed on an ongoing basis. Corporate actions
(including initial public offerings, mergers and takeovers, spin-offs, delistings, bankruptcy, and price and share adjustments) that affect
the Market Measure composition are immediately reviewed. Any changes are announced, implemented and effective in line with the type of
corporate action and the magnitude of the effect.
To maintain the number of components constant, a removed company is
replaced by the highest-ranked non-component on the relevant selection list. The selection list is updated on a monthly basis according
to the review component selection process.
The free float factor for each component stock used to calculate the
Market Measure is reviewed, calculated and implemented on a quarterly basis and is fixed until the next quarterly review.
Market Measure Calculation
The Market Measure is calculated with the “Laspeyres
formula,” which measures the aggregate price changes in the component stocks against a fixed base quantity weight. The formula
for calculating the value of the Market Measure can be expressed as follows:
| Market Measure = |
Free float
market capitalization of the Market Measure |
| divisor |
The “free float market capitalization of
the Market Measure” is equal to the sum of the products, for each component stock, of the price, number of shares, free float
factor, weighting cap factor and, if applicable, the exchange rate from the local currency
into the index currency of the Market Measure as of the time the Market Measure is being calculated.
The free float factor of each component stock is intended
to reduce the number of shares to the actual amount available on the market. All fractions of the total number of shares that are larger
than or equal to 5% and whose holding is of a long-term nature are excluded
| Accelerated Return Notes® | TS-10 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
from the calculation of the Market Measure, including:
cross-ownership (stock owned either by the company itself, in the form of treasury shares,
or owned by other companies); government ownership (stock owned by either governments or their agencies); private ownership (stock owned
by either individuals or families); and restricted shares that cannot be traded during a certain period or have a foreign ownership restriction.
Block ownership is not applied for holdings of custodian nominees, trustee companies, mutual funds, investment companies with short-term
investment strategies, pension funds and similar entities.
The Market Measure is also subject to a divisor, which
is adjusted to maintain the continuity of the values of the Market Measure despite changes due to corporate actions. Changes in weights
due to corporate actions are distributed proportionally across all stock components of the Market Measure. The following is a summary
of the adjustments to any component stock of the Market Measure made for corporate actions and the effect of such adjustment on the divisor
of the Market Measure, where shareholders of the component stock will receive “B” number of shares for every “A”
share held (where applicable). All corporate actions and dividends are implemented at the effective date (ex-date).
|
(1) Special cash dividend:
Cash distributions that are outside the scope of the regular dividend
policy or that the company defines as an extraordinary distribution
New adjusted price = closing price on the day before the effective date
– dividend announced by the company × (1 – withholding tax if applicable)
Divisor: decreases
|
|
(2) Split and reverse split:
New adjusted price = closing price on the day before the effective date
× A / B
New adjusted number of shares = number of shares on the day before the
effective date × B / A
Divisor: unchanged
|
|
(3) Rights offering (standard rights issue):
If the subscription price is not available or if the subscription price
is equal to or greater than the closing price on the day before the effective date, then no adjustment is made.
If the subscription price is available as a price range and not as a
fixed price, the price and share adjustment is performed only if both lower and upper range are in the money. The average value between
lower and upper range will be used as a subscription price.
New adjusted price = (closing price on the day before the effective
date × A + subscription price × B) / (A + B)
New adjusted number of shares = number of shares on the day before the
effective date × (A + B) / A
Divisor: increases
|
|
(4) Rights offerings (highly dilutive rights issue):
If the share ratio is greater than or equal to 200% (B / A ≥ 2),
a rights offering is considered to be a highly dilutive rights issue (“HDRI”).
|
|
Scenario 1: If a HDRI is fully underwritten:
it will be implemented as a stand rights issue as described above.
Divisor: increases
|
Scenario 2: Where a HDRI is not fully underwritten and the rights
are tradable on the effective date on the same eligible stock exchange as the parent company:
(a) the rights will be included into the indices with a theoretical
price on the effective date with the same parameters as the parent company;
Divisor: unchanged on effective date.
(b) the rights will be removed at the close of the day they start to
trade based on its closing price;
Divisor: decreases after deletion of rights
(c) if the rights issue results into listing of new shares and satisfy
the two days notice period criteria relating to free float factors and share adjustments under STOXX methodology, then the number of shares
will be increased after the new shares have been listed.
|
| Accelerated Return Notes® | TS-11 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
| |
Divisor: increases on the day of share increase |
|
Scenario 3: Where a HDRI is not fully underwritten and the rights
are not tradable on the effective date or not tradeable on the effective date on the same eligible stock exchange as the parent company:
(a) the rights will be included into the indices with a theoretical
price on the effective date with the same parameters as the parent company;
Divisor: unchanged on effective date
(b) the rights will be removed on the effective date at close, using
a price of 0.0000001 in local currency;
Divisor: unchanged
(c) if the rights issue results into listing of new shares and satisfy
the two days notice period criteria relating to free float factors and share adjustments under STOXX methodology, then the number of shares
will be increased after the new shares have been listed.
Divisor: increases on the day of the share increase
|
|
(5) Stock dividend (ordinary):
New adjusted price = closing price on the day before the effective date
× A / (A + B)
New adjusted number of shares = number on shares of the day before the
effective date × (A + B) / A
Divisor: unchanged
|
(6) Stock dividend from treasury stock:
Adjusted only if treated as special cash dividends.
New adjusted price = closing price on the day before the effective date
– closing price on the day before the effective date × B / (A + B)
Divisor: decreases
|
|
(7) Stock dividend from redeemable shares:
Adjusted only if treated as special cash dividend. In such a case, redeemable
shares are considered as a separated share line with a fixed price and ordinary shares that are self-tendered on the same effective date.
New adjusted price = closing price on the day before the effective date
– closing price on the day before the effective date × B / (A + B)
Divisor: decreases
|
(8) Stock dividend of another company:
New adjusted price = (closing price on the day before the effective
date × A – price of other company × B × (1 – withholding tax if applicable)) / A
Divisor: decreases
|
|
(9) Return of capital and share consolidation:
The event will be applied as a combination of cash/special dividend
together with a reverse split.
If the return of capital is considered as regular cash dividend, then
the treatment under “Split and Reverse Split” above applies.
If the return of capital is considered as special cash dividend, then
the treatment under “Special Cash Dividend” and “Split and Reverse Split” above apply accordingly.
New adjusted price = (closing price on the day before the effective
date – capital return announced by company × (1–withholding tax if applicable)) × A / B
New adjusted number of shares = number of shares on the day before the
effective date × B / A
Divisor: decreases
|
(10) Repurchase of shares / self-tender:
New adjusted price = ((closing price on the day before the effective
date × number of shares on the day before the effective date) – (tender price × number of tendered shares)) / New adjusted
number of shares
New adjusted number of shares = number of shares on the day before the
effective date – number of tendered shares
Divisor: decreases
|
|
(11) Spin-off:
Adjusted price of the parent company = (closing price on the day before
the effective date × A – price of spun-off shares × B) / A
|
| |
|
|
| Accelerated Return Notes® | TS-12 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
|
New number of shares for the spun-off company = number of shares on
the day before the effective date of the parent company × B / A
Divisor: unchanged on effective date
|
|
(12) Combination stock distribution (dividend or split) and rights
offering:
For this corporate action, the following additional assumptions apply:
Shareholders receive B new shares from the distribution and C new shares
from the rights offering for every A share held.
If A is not equal to one share, all the following “new adjusted
number of shares” formulae need to be divided by A:
|
|
Scenario 1: If rights are applicable after stock distribution (one
action applicable to other):
New adjusted price = (closing price on the day before the effective
date × A + subscription price × C × (1 + B / A)) / ((A + B) × ( 1 + C / A))
New adjusted number of shares = number of shares on the day before the
effective date × ((A + B) × (1 + C / A)) / A
Divisor: increases
|
Scenario 2: If stock distribution is applicable after rights (one
action applicable to other):
New adjusted price = (closing price on the day before the effective
date × A + subscription price × C) /((A + C) × (1 + B / A))
New adjusted number of shares = number of shares on the day before the
effective date × ((A + C) × (1 + B / A))
Divisor: increases
|
|
Scenario 3: Stock distribution and rights (neither action is applicable
to the other):
New adjusted price = (closing price on the day before the effective
date × A + subscription price × C) / (A + B + C)
New adjusted number of shares = number of shares on the day before the
effective date × (A + B + C) / A
Divisor: increases
|
|
(13) Addition / deletion of a company:
No price adjustments are made. The net change in market capitalization
determines the divisor adjustment.
If the change in market capitalization between added and deleted companies
of the Market Measure increases (decreases), then the divisor increases (decreases). If the change is null, then the divisor remains unchanged.
|
(14) Free float and shares changes:
No price adjustments are made. The net change in market capitalization
determines the divisor adjustment.
If the change in market capitalization of the Market Measure increases
(decreases), then the divisor increases (decreases). If the change is null, then the divisor remains unchanged.
|
| Accelerated Return Notes® | TS-13 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
The following graph shows the daily historical performance of
the Market Measure in the period from January 1, 2015 through October 28, 2025. We obtained this historical data from Bloomberg L.P. We
have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On October 28, 2025, the
closing level of the Market Measure was 5,704.35.
Historical Performance of the Market Measure

This historical data on the Market Measure is not necessarily
indicative of the future performance of the Market Measure or what the value of the notes may be. Any historical upward or downward trend
in the level of the Market Measure during any period set forth above is not an indication that the level of the Market Measure is more
or less likely to increase or decrease at any time over the term of the notes.
Before investing in the notes, you should consult
publicly available sources for the levels of the Market Measure.
License Agreement
We have entered into a non-exclusive license agreement
with STOXX Limited whereby we, in exchange for a fee, are permitted to use the Market Measure in connection with certain securities, including
the notes. STOXX Limited and its licensors (the “Licensors”) have no relationship to Barclays Bank PLC, other than the licensing
of indices and the related trademarks for use in connection with certain securities.
STOXX Limited and its Licensors do not:
| · | sponsor, endorse, sell or promote the notes; |
| · | recommend that any person invest in the notes or any other securities; |
| · | have any responsibility or liability for or make any decisions about the timing,
amount or pricing of the notes. |
| · | have any responsibility or liability for the administration, management or
marketing of the notes; or |
| · | consider the needs of the notes or the owners of the notes in determining,
composing or calculating the Market Measure or have any obligation to do so. |
| Accelerated Return Notes® | TS-14 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
STOXX Limited and its Licensors will not have
any liability in connection with the notes. Specifically,
| · | STOXX Limited and its Licensors do not make any warranty, express or implied
and disclaim any and all warranty about: |
| · | the results to be obtained by the notes, the owner of the notes or any
other person in connection with the use of the Market Measure and the data included in the Market Measure; |
| · | the accuracy or completeness of the Market Measure and its data; or |
| · | the merchantability and the fitness for a particular purpose or use of
the Market Measure and its data; |
| · | STOXX Limited and its Licensors will have no liability for any errors,
omissions or interruptions in the Market Measure or its data; and |
| · | Under no circumstances will STOXX Limited or its Licensors be liable for
any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX Limited or its Licensors knows that
they might occur. |
The licensing agreement between us and the Market
Measure sponsor is solely for their benefit and not for the benefit of the owners of the notes or any other third parties.
| Accelerated Return Notes® | TS-15 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
Supplement to the Plan of Distribution
Under our distribution agreement with BofAS, BofAS will purchase the
notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.
BofAS has advised us that MLPF&S will purchase the notes from BofAS
for resale, and will receive a selling concession in connection with the sale of the notes in an amount up to the full amount of underwriting
discount set forth on the cover of this term sheet.
We will pay a fee to LFT Securities, LLC for providing certain electronic
platform services with respect to this offering, which reduces the economic terms of the notes to you. An affiliate of BofAS has an ownership
interest in LFT Securities, LLC.
We may deliver the notes against payment therefor in New York, New York
on a date that is greater than one business day following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934,
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, if the initial settlement of the notes occurs more than one business day from the pricing date, purchasers who
wish to trade the notes more than one business day prior to the original issue date will be required to specify alternative settlement
arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original
offering of the notes, the notes will be sold in minimum investment amounts of 100 units. If you place an order to purchase the notes,
you are consenting to MLPF&S and/or one of its affiliates acting as a principal in effecting the transaction for your account.
MLPF&S and BofAS may repurchase and resell the notes, with repurchases
and resales being made at prices related to then-prevailing market prices or at negotiated prices, and these prices will include MLPF&S’s
and BofAS’s trading commissions and mark-ups or mark-downs. MLPF&S and BofAS may act as principal or agent in these market-making
transactions; however, neither is obligated to engage in any such transactions. BofAS has advised us that, at MLPF&S’s and BofAS’s
discretion, for a short, undetermined initial period after the issuance of the notes, MLPF&S and BofAS may offer to buy the notes
in the secondary market at a price that may exceed the initial estimated value of the notes. Any price offered by MLPF&S or BofAS
for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the Market Measure,
the remaining term of the notes and our creditworthiness. However, none of us, MLPF&S, BofAS or any of our respective affiliates is
obligated to purchase your notes at any price or at any time, and we cannot assure you that we, MLPF&S, BofAS or any of our respective
affiliates will purchase your notes at a price that equals or exceeds the initial estimated value of the notes.
The value of the notes shown on your account statement produced by MLPF&S will
be based on BofAS’s estimate of the value of the notes if BofAS or another of its affiliates were to make a market in the notes,
which it is not obligated to do. That estimate will be based upon the price that BofAS may pay for the notes in light of then-prevailing
market conditions and other considerations, as mentioned above, and will include transaction costs. At certain times, this price may be
higher than or lower than the initial estimated value of the notes.
The distribution of the Note Prospectus in connection with these offers
or sales will be solely for the purpose of providing investors with the description of the terms of the notes that was made available
to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on
the Note Prospectus for information regarding Barclays or for any purpose other than that described in the immediately preceding sentence.
An investor’s household, as referenced on the cover of this term
sheet, will generally include accounts held by any of the following, as determined by MLPF&S in its discretion and acting in good
faith based upon information then available to MLPF&S:
| · | the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and
grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not directly above
or below the individual investor; |
| · | a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial
owners of the vehicle consist solely of the investor or members of the investor’s household as described above; and |
| · | a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household
as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any purchases made by
a trustee’s personal account. |
Purchases in retirement accounts will not be considered part of the
same household as an individual investor’s personal or other non-retirement account, except for individual retirement accounts (“IRAs”),
simplified employee pension plans (“SEPs”), savings incentive match plan for employees (“SIMPLEs”) and single-participant
or owners only accounts (i.e., retirement accounts held by self-employed individuals, business owners or partners with no employees other
than their spouses).
Please contact your MLPF&S financial advisor if you have any questions
about the application of these provisions to your specific circumstances or think you are eligible.
| Accelerated Return Notes® | TS-16 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
Structuring the Notes
The notes are our debt securities, the return on which is linked to
the performance of the Market Measure. As is the case for all of our debt securities, including our market-linked notes, the economic
terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. The economic terms of the notes are based
on 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. Our internal funding rates may vary from the levels at which our benchmark
debt securities trade in the secondary market. Our estimated value on the pricing date will be based on our internal funding rates. Our
estimated value of the notes may be lower if such valuation were based on the levels at which our benchmark debt securities trade in the
secondary market.
At maturity, we are required to pay the Redemption Amount to holders
of the notes, which will be calculated based on the $10 per unit principal amount and will depend on the performance of the Market Measure.
In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which
may include call options, put options or other derivatives) with BofAS or one of its affiliates. The terms of these hedging arrangements
are determined by seeking bids from market participants, including MLPF&S, BofAS and their or our affiliates, and take into account
a number of factors, including our creditworthiness, interest rate movements, the volatility of the Market Measure, the tenor of the notes
and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms
of these hedging arrangements, any estimated profit that we or any of our affiliates expect to earn in connection with structuring the
notes and estimated costs which we may incur in hedging our obligations under the notes.
BofAS has advised us that the hedging arrangements will include a hedging-related
charge of approximately $0.05 per unit, reflecting an estimated profit to be credited to BofAS from these transactions. Since hedging
entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be
realized by us, BofAS or any third party hedge providers.
For further information, see “Risk Factors—Valuation- and
Market-related Risks” beginning on page PS-9 and “Use of Proceeds and Hedging” on page PS-23 of product supplement EQUITY
ARN-1.
| Accelerated Return Notes® | TS-17 |
| Accelerated Return Notes® |
| Linked to the EURO STOXX 50® Index, due January , 2027 |
Tax Consequences
You should review carefully the sections in the accompanying prospectus
supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as
Prepaid Forward 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.
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 Market
Measure. Assuming this treatment is respected, upon a sale or exchange of the notes (including redemption at maturity), you should recognize
capital gain or loss equal to the difference between the amount realized on the sale or exchange and your tax basis in the notes, which
should equal the amount you paid to acquire the notes. This gain or loss on your notes should be treated as long-term capital gain or
loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the original issue price. However,
the 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.
| Accelerated Return Notes® | TS-18 |