The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus, prospectus supplement and underlying
supplement do not constitute an offer to sell 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 October 30, 2025
  
    | Pricing Supplement dated October    , 2025 (To the Prospectus dated May 15, 2025, the Prospectus Supplement dated
    May 15, 2025 and the Underlying Supplement dated May 15, 2025) | Filed Pursuant to Rule 424(b)(2) Registration No. 333-287303 | 
  
  
    |  | $● Bearish
    Autocallable Notes due November 13, 2026 Linked
    to the Nasdaq-100 Index® 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 will be automatically redeemed
for a Redemption Premium if the Closing Value of the Underlier on any Observation Date is less than or equal to the Initial
Underlier Value. Investors should be willing to forgo dividend payments and, if the Notes are not automatically redeemed and the Final
Underlier Value is greater than the Barrier Value, be willing to lose a significant portion or all of their investment at maturity.
By purchasing the Notes, you are taking the bearish view that the value of the Underlier will remain flat or decline such that the
Closing Value of the Underlier will be less than or equal to the Initial Underlier Value on any Observation Date.
KEY TERMS*
  
    | Issuer: | Barclays Bank PLC | 
  
    | Denominations: | Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof | 
  
  
    | Initial Valuation Date:† | October 31, 2025 | Final Valuation Date:† | November 9, 2026 | 
  
    | Issue Date: | November 5, 2025 | Maturity Date:† | November 13, 2026 | 
  
  
    | Reference Asset: | The Nasdaq-100 Index® (Bloomberg ticker symbol “NDX <Index>”) (the “Underlier”) | 
  
    | Automatic Redemption: | The Notes will not be automatically redeemable for approximately the
    first three months after the Issue Date. If, on any Observation Date, the Closing Value of the Underlier is less than or equal
    to the Initial Underlier Value, the Notes will be automatically redeemed and you will receive on the relevant Redemption Settlement
    Date a cash payment per $1,000 principal amount Note that will provide a return equal to the applicable Redemption Premium, calculated
    as follows: $1,000 + ($1,000 × applicable Redemption
    Premium) No further amounts will be payable on the Notes after they have been
    automatically redeemed. | 
  
    | Redemption Premium: | The Redemption Premium applicable to each Observation Date is set forth in the table below. The Redemption Premiums will be determined on the Initial Valuation Date and will not be less than the Redemption Premiums set forth in the table below. | 
  
  
    |  | Observation Date | Redemption Premium | Observation Date | Redemption Premium | 
  
    |  | First | At least 5.575% | Sixth | At least 14.867% | 
  
    |  | Second | At least 7.433% | Seventh | At least 16.725% | 
  
    |  | Third | At least 9.292% | Eighth | At least 18.583% | 
  
    |  | Fourth | At least 11.150% | Ninth | At least 20.442% | 
  
    |  | Fifth | At least 13.008% | Final | At least 22.300% | 
  
  
    |  | Any positive return on the Notes will not exceed the Redemption Premium with respect to the applicable Observation Date, and your return will not be based on the amount of any depreciation in the value of the Underlier, which may be significant. | 
  
    | Payment at Maturity: | If the Notes are not automatically redeemed, you will receive
    on the Maturity Date a cash payment per $1,000 principal amount Note determined as follows: ·	 If
    the Final Underlier Value is greater than the Initial Underlier Value but less than or equal to the Barrier Value,
    you will receive a payment of $1,000 per $1,000 principal amount Note ·	 If
    the Final Underlier Value is greater than the Barrier Value, you will receive an amount per $1,000 principal amount Note calculated
    as follows: $1,000 – ($1,000 × Underlier Return) In no event, however, will the payment at maturity be less than $0. If the Notes are not automatically redeemed and the Final Underlier
    Value is greater than the Barrier Value, you will lose 1% of the principal amount of your Notes for every 1% that the Final Underlier
    Value is greater than the Initial Underlier Value and you will lose a significant portion or all of your investment at maturity. Any payment on the Notes, including any repayment of principal,
    is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays Bank PLC and (b) the risk of exercise of any
    U.K. Bail-in Power (as described on page PS-4 of this pricing supplement) by the relevant U.K. resolution authority. See “Selected
    Risk Considerations” and “Consent to U.K. Bail-in Power” in this pricing supplement and “Risk Factors” in
    the accompanying prospectus supplement. | 
  
    | 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 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. See “Consent to U.K. Bail-in Power” on page PS-4 of this pricing supplement. | 
  
    | Barrier Value: | , which is 110% 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 | 
  
    | Underlier Return: | Final Underlier Value – Initial Underlier Value Initial Underlier Value
 | 
  
(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% | 1.25% | 98.75% | 
  
    | Total | $● | $● | $● | $● | 
  
|  | (1) | Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is expected to be between $973.20
and $980.20 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 $12.50 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. | 
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-10 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)
  
    | Observation Dates:† | January 30, 2026, February 27, 2026, March 31, 2026, April 30, 2026, May 29, 2026, June 30, 2026, July 31, 2026, August 31, 2026, September 30, 2026 and the Final Valuation Date | 
  
    | Redemption Settlement Dates:† | February 6, 2026, March 6, 2026, April 7, 2026, May 7, 2026, June 5, 2026, July 7, 2026, August 7, 2026, September 8, 2026, October 7, 2026 and the Maturity Date | 
  
    | Closing Value: | Closing Value has the meaning assigned to “closing level” set forth under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement. | 
  
    | Calculation Agent: | Barclays Bank PLC | 
  
    | Additional Terms: | Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement. | 
  
    | CUSIP / ISIN: | 06746EKV6 / US06746EKV64 | 
  
    |  |  | 
  
|  | * | The Underlier and the terms of the Notes are subject to adjustment by the Calculation Agent and the Maturity Date may be accelerated,
in each case under certain circumstances as set forth in the accompanying prospectus supplement. See “Selected Risk Considerations—Risks
Relating to the Underlier” below. | 
 
|  | † | Subject to postponement in certain circumstances, as described under “Reference Assets—Indices—Market Disruption
Events for Securities with an Equity Index as a Reference Asset” and “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 15, 2025, as supplemented by the prospectus supplement dated May 15, 2025 relating to our Global Medium-Term Notes, Series A,
of which these Notes are a part, and the underlying supplement dated May 15, 2025. 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 15, 2025: | 
http://www.sec.gov/Archives/edgar/data/312070/000119312525120720/d925982d424b2.htm
 
|  | · | Prospectus Supplement dated May 15, 2025: | 
http://www.sec.gov/Archives/edgar/data/312070/000095010325006051/dp228678_424b2-prosupp.htm
 
|  | · | Underlying Supplement dated May 15, 2025: | 
http://www.sec.gov/Archives/edgar/data/312070/000095010325006053/dp228705_424b2-underl.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 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 Bank PLC 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 “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 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-10 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 depreciation in the value of the Underlier, which may be significant,
and that your potential return on the Notes is limited to the applicable Redemption Premium, if any, paid on the Notes. | 
 
|  | · | You can tolerate a loss of a significant portion or all of your principal amount if the Notes are not automatically redeemed and the
Final Underlier Value is greater than the Barrier Value, and you are willing and able to make an investment that may have the full bearish
upside market risk of an investment in the Underlier. | 
 
|  | · | You anticipate that the Closing Value of the Underlier will be less than or equal to the Initial Underlier Value on at least one Observation
Date, and you understand the risk that, if it is not, you will not receive any Redemption Premium. | 
 
|  | · | You understand and accept the risk that, if the Notes are not automatically redeemed, you will lose a significant portion or all of
your principal at maturity if the Final Underlier Value is greater than the Barrier Value. | 
 
|  | · | You understand and are willing and able to accept the risks associated with a bearish 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 securities
composing the Underlier, nor will you have any voting rights with respect to the securities composing the Underlier. | 
 
|  | · | You are willing and able to accept the risk that the Notes may be automatically redeemed and that you may not be able to reinvest
your money in an alternative investment with comparable risk and yield. | 
 
|  | · | You can tolerate fluctuations in the price of the Notes that may be similar to or exceed the 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 if the Notes are not automatically redeemed. | 
 
|  | · | 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 positively in the full depreciation of the Underlier rather than an investment with a return
that is limited to the applicable Redemption Premium, if any, paid on the Notes. | 
 
|  | · | 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 Notes are not automatically
redeemed and the Final Underlier Value is above the Barrier Value. | 
 
|  | · | You anticipate that the Closing Value of the Underlier will be greater than the Initial Underlier Value on each Observation Date,
or you are unwilling or unable to accept the risk that, if it is, you will not receive any Redemption Premium. | 
 
|  | · | You do not understand and/or are unwilling or unable to accept the risks associated with a bearish 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 securities composing the
Underlier. | 
 
|  | · | You are unwilling or unable to accept the risk that the Notes may be automatically redeemed. | 
 
|  | · | You cannot tolerate fluctuations in the price of the Notes that may be similar to or exceed the 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 if the Notes are not automatically redeemed. | 
 
|  | · | 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, the prospectus supplement and the underlying supplement. Neither the Issuer nor Barclays Capital Inc.
makes any recommendation as to the appropriateness of the Notes for investment.
 
    
    
    
HYPOTHETICAL EXAMPLES OF
AMOUNTS PAYABLE upon an automatic REDEMPTION
 
The following examples demonstrate the hypothetical
total return upon an automatic redemption under various circumstances. The examples set forth below are purely hypothetical and are provided
for illustrative purposes only. The numbers appearing in the following tables 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 Redemption Premiums equal to the minimum Redemption Premiums set forth on the cover of this pricing supplement* | 
 
|  | * | The hypothetical Initial Underlier Value of 100.00 has been chosen for illustrative purposes only and may not represent
a likely actual Initial Underlier Value. The actual Initial Underlier Value will be equal to the Closing Value of the Underlier on the
Initial Valuation Date. The actual Redemption Premiums will be determined on the Initial Valuation Date and will not be less than the
Redemption Premiums set forth in the table on the cover of this pricing supplement. | 
 
For information regarding recent values
of the Underlier, please see “Information Regarding the Underlier” in this pricing supplement.
 
Example 1: The Notes
are automatically redeemed on the first Observation Date.
 
  
    | Observation Date | Closing Value | Are the Notes Automatically Redeemed? | Redemption Premium | 
  
    | 1 | 90.00 | Yes | 5.575% | 
  
 
Because the Closing Value of the Underlier on the
first Observation Date is less than or equal to the Initial Underlier Value, the Notes are automatically redeemed on the related Redemption
Settlement Date. You will receive on the relevant Redemption Settlement Date a cash payment of $1,055.75 per $1,000 principal amount Note,
which is equal to your principal amount plus a return equal to the applicable Redemption Premium. No further amounts will be payable
on the Notes after they have been automatically redeemed.
 
Example 2: The Notes
are automatically redeemed on the Final Valuation Date.
 
  
    | Observation Date | Closing Value | Are the Notes Automatically Redeemed? | Redemption Premium | 
  
    | 1 | 110.00 | No | N/A | 
  
    | 2 | 115.00 | No | N/A | 
  
    | 3-9 | Various (above Initial Underlier Value) | No | N/A | 
  
    | Final | 80.00 | Yes | 22.300% | 
  
 
Because the Closing Value of the Underlier on the
Final Valuation Date is less than or equal to the Initial Underlier Value, the Notes are automatically redeemed on the related Redemption
Settlement Date, which is the Maturity Date. You will receive on the Maturity Date a cash payment of $1,223.00 per $1,000 principal amount
Note, which is equal to your principal amount plus a return equal to the applicable Redemption Premium.
 
If the Closing Value of the Underlier is greater
than the Initial Underlier Value on each Observation Date, the Notes will not be automatically redeemed and you may lose a significant
portion or all of your investment at maturity. See “Hypothetical Examples of Amounts Payable at Maturity” below.
 
    
    
    
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: 110.00 (110.00% of the hypothetical Initial Underlier Value set forth above)* | 
 
|  | § | You hold the Notes to maturity, and the Notes are NOT automatically redeemed. | 
 
|  | * | The hypothetical Initial Underlier Value of 100.00 and the hypothetical Barrier Value of 110.00 have been
chosen for illustrative purposes only and may not represent a likely actual Initial Underlier Value or Barrier Value. The actual Initial
Underlier Value will be equal to the Closing Value of the Underlier on the Initial Valuation Date, and the actual Barrier Value will be
equal to 110.00% of 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 | Underlier Return | Payment at Maturity per $1,000 Principal Amount Note** | Total Return on the Notes | 
  
    | 210.00 | 110.00% | $0.00 | -100.00% | 
  
    | 200.00 | 100.00% | $0.00 | -100.00% | 
  
    | 190.00 | 90.00% | $100.00 | -90.00% | 
  
    | 180.00 | 80.00% | $200.00 | -80.00% | 
  
    | 170.00 | 70.00% | $300.00 | -70.00% | 
  
    | 160.00 | 60.00% | $400.00 | -60.00% | 
  
    | 150.00 | 50.00% | $500.00 | -50.00% | 
  
    | 140.00 | 40.00% | $600.00 | -40.00% | 
  
    | 130.00 | 30.00% | $700.00 | -30.00% | 
  
    | 120.00 | 20.00% | $800.00 | -20.00% | 
  
    | 110.01 | 10.01% | $899.90 | -10.01% | 
  
    | 110.00 | 10.00% | $1,000.00 | 0.00% | 
  
    | 107.50 | 7.50% | $1,000.00 | 0.00% | 
  
    | 105.00 | 5.00% | $1,000.00 | 0.00% | 
  
    | 100.00 | 0.00% | N/A | N/A | 
  
    | 90.00 | -10.00% | N/A | N/A | 
  
    | 80.00 | -20.00% | N/A | N/A | 
  
    | 70.00 | -30.00% | N/A | N/A | 
  
    | 60.00 | -40.00% | N/A | N/A | 
  
    | 50.00 | -50.00% | N/A | N/A | 
  
    | 40.00 | -60.00% | N/A | N/A | 
  
    | 30.00 | -70.00% | N/A | N/A | 
  
    | 20.00 | -80.00% | N/A | N/A | 
  
    | 10.00 | -90.00% | N/A | N/A | 
  
    | 0.00 | -100.00% | N/A | N/A | 
  
 
** In no event will the payment at maturity be less than $0.00.
 
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 105.00.
 
Because the Notes are not automatically redeemed
on any Observation Date and the Final Underlier Value is greater than the Initial Underlier Value but less than or equal to the Barrier
Value, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you hold.
 
    
    
    
Example 2: The value of the Underlier increases
from an Initial Underlier Value of 100.00 to a Final Underlier Value of 160.00.
 
Because the Notes are not automatically redeemed
on any Observation Date and the Final Underlier Value is greater than the Barrier Value, you will receive a payment at maturity of $400.00
per $1,000 principal amount Note that you hold, calculated as follows:
 
$1,000 – ($1,000 × Underlier Return)
$1,000 – ($1,000 × 60.00%) = $400.00
 
The total return on investment of the Notes is -60.00%.
 
Example 2 demonstrates that, if the Notes are not
automatically redeemed, and if the Final Underlier Value is greater than the Barrier Value, your investment in the Notes will be fully
exposed to losses based on the appreciation of the Underlier from the Initial Underlier Value.
 
If the Notes are not automatically redeemed,
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 or its components. Some of the risks that apply to an investment in
the Notes are summarized below, but we urge you to read the more detailed explanation of risks relating to the Notes generally in the
“Risk Factors” 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 Notes are not automatically redeemed,
and if the Final Underlier Value is greater than the Barrier Value, you will lose 1% of the principal amount of your Notes for every 1%
that the Final Underlier Value is greater than the Initial Underlier Value. You may lose up to 100.00% of the principal amount of
your Notes. | 
 
|  | · | Your Potential Return on the Notes Is Limited to the Applicable Redemption Premium, If Any—You will receive a positive
return on the Notes only if the Notes are automatically redeemed. Any positive return on the Notes will be limited to the Redemption Premium
applicable to the relevant Observation Date and will not be based on the amount of any depreciation in the value of the Underlier, which
may be significant. | 
 
|  | · | The Notes Provide Inverse Exposure to the Underlier—Unlike a hypothetical direct investment in the Underlier, which would
be positively correlated to the return of the Underlier, the Notes reflect inverse (i.e., bearish) exposure to the Underlier. | 
 
|  | · | No Interest Payments—As a holder of the Notes, you will not receive interest payments. | 
 
|  | · | Automatic Redemption and Reinvestment Risk—While the original term of the Notes is as indicated on the cover of this
pricing supplement, the Notes may be automatically redeemed prior to maturity for a term that could be as short as approximately three
months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes in a comparable investment
with a similar level of risk in the event the Notes are automatically redeemed prior to the Maturity Date. No additional payments will
be due after an automatic redemption. The automatic redemption feature of the Notes may also adversely impact your ability to sell your
Notes and the price at which they may be sold. | 
 
|  | · | Any Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier on the Dates Specified—Any payment
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 or upon Any Automatic Redemption—You should be
willing to hold your Notes to maturity or any automatic redemption. 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 decreased 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. | 
 
|  | · | The Notes Are Subject to Volatility Risk—Volatility is a measure of the degree of variation in the price of an asset
(or level of an index) over a period of time. The Redemption Premiums are determined based on a number of factors, including the expected
volatility of the Underlier. The Redemption Premiums reflect a per annum rate that is higher than the fixed rate that we would pay on
a conventional debt security of the same tenor and is higher than it otherwise would be if the level of expected volatility of the Underlier
taken into account in determining the terms of the Notes were lower. As volatility of the Underlier increases, there will typically be
a greater likelihood that the Final Underlier Value will be greater than the Barrier Value. | 
 
Accordingly, you should understand that a higher Redemption
Premium reflects, among other things, an indication of a greater likelihood that you will incur a loss of principal at maturity than would
have been the case had the Redemption Premium been lower. In addition, actual volatility over the term of the Notes may be significantly
higher than expected volatility at the time the terms of the Notes were determined. If actual volatility is higher than expected, you
will face an even greater risk that you will lose a significant portion or all of your principal at maturity for the reasons described
above.
 
|  | · | Owning the Notes Is Not the Same as Owning (or Holding a Short Position in) the Underlier—The return on the Notes may
not reflect the return you would realize if you actually owned (or held a short position in) 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 financial contracts that are not debt instruments, 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 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 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 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
 
|  | · | The Underlier Reflects the Price Return of the Securities Composing the Underlier,
Not the Total Return—The return on the Notes is based on the performance of the Underlier, which reflects changes in the market
prices of the securities composing the Underlier. The Underlier is not a “total return” index that, in addition to reflecting
those price returns, would also reflect dividends paid on the securities composing the Underlier. Accordingly, the return on the Notes
will not include such a total return feature. | 
 
|  | · | Adjustments to the Underlier Could Adversely Affect the Value of the Notes—The
sponsor of the Underlier may add, delete, substitute or adjust the securities composing the
Underlier or make other methodological changes to the Underlier that
could affect its performance. The Calculation Agent will calculate the value to be used as the Closing Value of the Underlier in
the event of certain material changes in or modifications to the Underlier. In addition,
the sponsor of the Underlier may also discontinue or suspend calculation or publication of
the Underlier at any time. Under these circumstances,
the Calculation Agent may select a successor index that the Calculation Agent determines to be comparable to the Underlier or,
if no successor index is available, the Calculation Agent will determine the value to be used as the Closing Value of the Underlier.
Any of these actions could adversely affect the value of the Underlier and, consequently, the value of the Notes. See “Reference
Assets—Indices—Adjustments Relating to Securities with an Index as a Reference Asset” in the accompanying prospectus
supplement. | 
 
|  | · | There Are Risks Associated with Investments in Securities Linked to the Value of Non-U.S. Equity Securities—Some of the
equity securities composing the Underlier are issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S.
equity securities, such as the Notes, involve risks associated with the home countries of the issuers of those non-U.S. equity securities.
The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries,
or global regions, including changes in government, economic and fiscal policies and currency exchange laws. | 
 
|  | · | We May Accelerate the Notes If a Change-in-Law Event Occurs—Upon the occurrence of legal or regulatory changes that may,
among other things, prohibit or otherwise materially restrict persons from holding the Notes or the Underlier or its components, or engaging
in transactions in them, the Calculation Agent may determine that a change-in-law event has occurred and accelerate the Maturity Date
for a payment determined by the Calculation Agent in its sole discretion. Any amount payable upon acceleration could be significantly
less than any amount that would be due on the Notes if they were not accelerated. However, if the Calculation Agent elects not to accelerate
the Notes, the value of, and any amount payable on, the Notes could be adversely affected, perhaps significantly, by the occurrence of
those legal or regulatory changes. See “Terms of the Notes—Change-in-Law Events” 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 or its components. 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 those described in the accompanying prospectus supplement and under “—Risks Relating to the Underlier”
above. In making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the
Notes, and any of these determinations may adversely affect any payments on the Notes.
 
Risks Relating to the Estimated Value of the Notes and the Secondary
Market
 
|  | · | Lack of Liquidity—The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates
of Barclays Bank PLC intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary
market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development
of a secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or
sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able
to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC
are willing to buy the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing
to hold your Notes to maturity. | 
 
|  | · | Many Economic and Market Factors Will Impact the Value of the Notes—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 values and expected volatility of the Underlier; | 
 
|  | o | the time to maturity of the Notes; | 
 
|  | o | dividend rates on the components of the Underlier; | 
 
|  | 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 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
 
The Underlier is a modified market capitalization-weighted index that
is designed to measure the performance of 100 of the largest non-financial companies listed on The Nasdaq Stock Market. For more information
about the Underlier, see “Indices—The Nasdaq-100 Index®” in the accompanying underlying supplement.
 
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, 2020 through October 27, 2025. 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.
 
Historical Performance of the Nasdaq-100 Index®
 

 
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 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 financial contracts that are not debt instruments
with respect to the Underlier. Assuming this treatment is respected, upon a sale or exchange of the Notes (including redemption 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 short-term capital gain or loss unless you hold your Notes for more than a year, in which case the gain or loss should
be long-term capital gain or loss, 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.
 
Treasury regulations under Section 871(m) generally impose a withholding
tax (unless an income tax treaty applies) on certain “dividend equivalents” under certain “equity linked instruments.”
In light of the fact that the Notes have a bearish exposure to equities, payment on the Notes to Non-U.S. Holders will not be subject
to Section 871(m).
 
    
    
    
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.