STOCK TITAN

[424B2] BARCLAYS BANK PLC Prospectus Supplement

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
424B2

Barclays Bank PLC is offering $500,000 of unsecured, unsubordinated SPX-linked Knock-Out Notes (424B2). The Notes pay no interest and may be automatically redeemed at $1,000 per $1,000 if, on any scheduled trading day during the Monitoring Period, the S&P 500 Index closes below the Knock-Out Value of 5,725.05 (85.00% of the Initial Underlier Value of 6,735.35). Per-Note minimum denomination is $1,000; the agent’s commission is 0.675%, with total proceeds to Barclays of $496,625.

If no Knock-Out Event occurs, payment at maturity (April 26, 2027) is: (i) $1,056.00 per $1,000 if the Final Underlier Value is at or above the Initial (a fixed 5.60% Digital Percentage), or (ii) $1,000 plus the absolute value of the index return if the Final is below the Initial, capped at a 15.00% maximum total return. Key dates: Initial Valuation Oct 21, 2025; Issue Oct 24, 2025; Final Valuation Apr 21, 2027. The Notes are not listed, their value is subject to Barclays’ credit, and holders consent to potential exercise of U.K. Bail-in Power.

Barclays Bank PLC sta offrendo $500,000 di Note Knock-Out non garantite, non subordinate legate a SPX (424B2). Le Note non pagano interessi e possono essere rimborsate automaticamente a $1,000 per $1,000 se, in uno qualsiasi dei giorni di trading programmati durante il Periodo di Monitoraggio, l’indice S&P 500 chiude al di sotto del Valore Knock-Out di 5.725,05 (85,00% del Valore Iniziale dell’Underlier di 6.735,35). La denominazione minima per nota è $1,000; la commissione dell’agente è 0,675%, con proventi totali per Barclays di $496,625.

Se non si verifica alcun Knock-Out, il pagamento a scadenza (26 aprile 2027) è: (i) $1,056.00 per $1,000 se il Valore Finale dell’Underlier è pari o superiore all’Iniziale (un tasso digitale fisso del 5,60%), oppure (ii) $1,000 più il valore assoluto del rendimento dell’indice se il Finale è inferiore all’Iniziale, con un rendimento massimo totale del 15,00%. Date chiave: Valutazione Iniziale 21 ottobre 2025; Emissione 24 ottobre 2025; Valutazione Finale 21 aprile 2027. Le Note non sono quotate; il loro valore dipende dalla solvibilità di Barclays, e i possessori acconsentono all’eventuale esercizio del Potere di Bail-in del Regno Unito.

Barclays Bank PLC está ofreciendo $500,000 de Notas Knock-Out no garantizadas, no subordinadas vinculadas a SPX (424B2). Las Notas no pagan intereses y pueden ser canjeadas automáticamente a $1,000 por $1,000 si, en cualquiera de los días de negociación programados durante el Período de Monitoreo, el índice S&P 500 cierra por debajo del Valor Knock-Out de 5,725.05 (85,00% del Valor Inicial del Underlier de 6,735.35). La denominación mínima por nota es $1,000; la comisión del agente es 0,675%, con ingresos totales para Barclays de $496,625.

Si no ocurre ningún Knock-Out, el pago al vencimiento (26 de abril de 2027) es: (i) $1,056.00 por $1,000 si el Valor Final del Underlier es igual o superior al Inicial (un porcentaje Digital fijo del 5,60%), o (ii) $1,000 más el valor absoluto del rendimiento del índice si el Final está por debajo del Inicial, con un rendimiento total máximo del 15,00%. Fechas clave: Valoración Inicial 21 de octubre de 2025; Emisión 24 de octubre de 2025; Valoración Final 21 de abril de 2027. Las Notas no están listadas; su valor depende de la solvencia de Barclays, y los tenedores consienten el posible ejercicio del Poder de Bail-in del Reino Unido.

Barclays Bank PLC가 SPX 연계 Knock-Out 노트(424B2) $500,000를 무담보, 비우선순위로 제안합니다. 이 노트는 이자를 지급하지 않으며, 모니터링 기간 동안 예정된 거래일 중 어느 날이라도 S&P 500 지수가 Knock-Out 값 5,725.05 아래로 마감되면 $1,000당 $1,000으로 자동 상환될 수 있습니다(초기 기초자산 가치 6,735.35의 85.00%). 노트 1개당 최소 명목액은 $1,000; 중개 수수료는 0.675%이며 Barclays의 총 수익은 $496,625입니다.

Knock-Out 이벤트가 발생하지 않는 경우 만기 시(2027년 4월 26일) 지급은: (i) 기초자산 최종가가 초기값 이상일 경우 $1,056.00 per $1,000(고정 디지털 비율 5.60%), 또는 (ii) 최종가가 초기값보다 작을 경우 $1,000 + 지수 수익의 절대값으로 지급되며, 총 수익은 최대 15.00%로 제한됩니다. 주요 날짜: 초기 평가 2025년 10월 21일; 발행 2025년 10월 24일; 최종 평가 2027년 4월 21일. 이 노트는 상장되지 않으며, Barclays의 신용에 따라 가치가 결정되며, 보유자는 영국 Bail-in 권한의 행사에 동의합니다.

Barclays Bank PLC propose $500,000 de Notes Knock-Out non garanties, non subordonnées liées au SPX (424B2). Les Notes ne versent pas d’intérêts et peuvent être rémunérées automatiquement à $1,000 par $1,000 si, lors de l’un des jours de négoce prévus pendant la Période de Surveillance, l’indice S&P 500 clôture en dessous du Valeur Knock-Out de 5 725,05 (85,00% de la Valeur Initiale du Sous-Jacent de 6 735,35). La valeur nominale minimale par note est $1,000; la commission de l’intermédiaire est 0,675%, avec un produit total pour Barclays de $496,625.

Si aucun Knock-Out ne se produit, le paiement à l’échéance (26 avril 2027) est: (i) $1,056.00 par $1,000 si la Valeur Finale du Sous-Jacent est supérieure ou égale à l’Initiale (un pourcentage digital fixe de 5,60%), ou (ii) $1,000 plus la valeur absolue du rendement de l’indice si le Final est inférieur à l’Initial, avec un rendement total maximum de 15,00%. Dates clés: Évaluation Initiale 21 octobre 2025; Émission 24 octobre 2025; Évaluation Finale 21 avril 2027. Les Notes ne sont pas cotées; leur valeur dépend de la solvabilité de Barclays, et les détenteurs consentent à l’éventuelle exercise du Pouvoir de Bail-in du Royaume-Uni.

Barclays Bank PLC bietet $500,000 ungesicherte, nicht nachrangige SPX-verknüpfte Knock-Out Notes (424B2) an. Die Notes zahlen keinen Zins und können automatisch zu $1,000 pro $1,000 zurückgezahlt werden, falls an einem geplanten Handelstag während des Überwachungszeitraums der S&P 500-Index unter den Knock-Out-Wert von 5.725,05 schließt (85,00% des anfänglichen Underlier-Werts von 6.735,35). Die Nenndenomination pro Note beträgt $1,000; die Vermittlerprovision beträgt 0,675%, mit Gesamtprovisionen an Barclays von $496,625.

Sollte kein Knock-Out-Ereignis eintreten, erfolgt die Zahlung bei Fälligkeit am 26. April 2027: (i) $1,056.00 pro $1,000, wenn der Final Underlier-Wert gleich oder größer als der Initialwert ist (ein fester digitaler Prozentsatz von 5,60%), oder (ii) $1,000 плюс der absolute Wert der Indexrendite, falls der Final unter dem Initial liegt, begrenzt auf eine maximale Gesamtrendite von 15,00%. Wichtige Daten: Initialbewertung 21. Oktober 2025; Emission 24. Oktober 2025; Finalbewertung 21. April 2027. Die Notes sind nicht gelistet; ihr Wert hängt von der Kreditwürdigkeit von Barclays ab, und Inhaber willigen in eine mögliche Ausübung der britischen Bail-in-Kraft ein.

Barclays Bank PLC يعرض $500,000 من ملاحظات Knock-Out غير المضمونة وغير الممتازة المرتبطة بـ SPX (424B2). لا تدفع الملاحظات فائدة وقد يتم سدادها تلقائياً عند $1,000 لكل $1,000 إذا أغلق مؤشر S&P 500 دون قيمة Knock-Out البالغة 5,725.05 (85.00% من القيمة الأولية للمذكور الأساسي البالغ 6,735.35) في أي يوم تداول محدد خلال فترة المُراقبة. الحد الأدنى لافتة النقد لكل ملاحظة هو $1,000; عمولة الوكيل هي 0.675%، مع عوائد إجمالية لباركليز تبلغ $496,625.

إذا لم يحدث حدث Knock-Out، يكون الدفع عند الاستحقاق (26 أبريل 2027): (i) $1,056.00 لكل $1,000 إذا كانت القيمة النهائية للمذكور الأساسي مساوية أو أعلى من الأولية (نسبة رقمية ثابتة قدرها 5.60%)، أو (ii) $1,000 زائد القيمة المطلقة لعائد المؤشر إذا كانت القيمة النهائية أقل من الأولية، مع قيد عائد كلي أقصى قدره 15.00%. تواريخ رئيسية: التقييم الأولي 21 أكتوبر 2025؛ الإصدار 24 أكتوبر 2025؛ التقييم النهائي 21 أبريل 2027. لا يتم إدراج هذه الملاحظات؛ وقيمتها تعتمد على ائتمان Barclays، ويحصل حاملوها على موافقة ممكنة لممارسة سلطة Bail-in البريطانية.

Barclays Bank PLC 提供 $500,000 的 SPX 相关非担保、非次级的 Knock-Out 票据(424B2)。票据不支付利息,若在监控期的任一计划交易日,S&P 500 指数收盘低于 Knock-Out 值 5,725.05(初始标的价值 6,735.35 的 85.00%),则可能会 自动赎回,价格为 $1,000 每 $1,000。单票最小单位为 $1,000;代理佣金为 0.675%, Barclays 的总净收入为 $496,625

若未发生 Knock-Out 事件,到期日(2027 年 4 月 26 日)的付款为:(i) 若最终标的价值不低于初始值,则每 $1,000 获得 $1,056.00(固定数字百分比 5.60%);或 (ii) 若最终值低于初始值,则按 票面金额 + 指数回报的绝对值支付,但总回报最高为 15.00%。关键日期:初始估值 2025 年 10 月 21 日;发行日 2025 年 10 月 24 日;最终估值 2027 年 4 月 21 日。票据未上市,其价值取决于 Barclays 的信用情况,持有人同意在必要时行使 英国银行救助权(Bail-in)

Positive
  • None.
Negative
  • None.

Barclays Bank PLC sta offrendo $500,000 di Note Knock-Out non garantite, non subordinate legate a SPX (424B2). Le Note non pagano interessi e possono essere rimborsate automaticamente a $1,000 per $1,000 se, in uno qualsiasi dei giorni di trading programmati durante il Periodo di Monitoraggio, l’indice S&P 500 chiude al di sotto del Valore Knock-Out di 5.725,05 (85,00% del Valore Iniziale dell’Underlier di 6.735,35). La denominazione minima per nota è $1,000; la commissione dell’agente è 0,675%, con proventi totali per Barclays di $496,625.

Se non si verifica alcun Knock-Out, il pagamento a scadenza (26 aprile 2027) è: (i) $1,056.00 per $1,000 se il Valore Finale dell’Underlier è pari o superiore all’Iniziale (un tasso digitale fisso del 5,60%), oppure (ii) $1,000 più il valore assoluto del rendimento dell’indice se il Finale è inferiore all’Iniziale, con un rendimento massimo totale del 15,00%. Date chiave: Valutazione Iniziale 21 ottobre 2025; Emissione 24 ottobre 2025; Valutazione Finale 21 aprile 2027. Le Note non sono quotate; il loro valore dipende dalla solvibilità di Barclays, e i possessori acconsentono all’eventuale esercizio del Potere di Bail-in del Regno Unito.

Barclays Bank PLC está ofreciendo $500,000 de Notas Knock-Out no garantizadas, no subordinadas vinculadas a SPX (424B2). Las Notas no pagan intereses y pueden ser canjeadas automáticamente a $1,000 por $1,000 si, en cualquiera de los días de negociación programados durante el Período de Monitoreo, el índice S&P 500 cierra por debajo del Valor Knock-Out de 5,725.05 (85,00% del Valor Inicial del Underlier de 6,735.35). La denominación mínima por nota es $1,000; la comisión del agente es 0,675%, con ingresos totales para Barclays de $496,625.

Si no ocurre ningún Knock-Out, el pago al vencimiento (26 de abril de 2027) es: (i) $1,056.00 por $1,000 si el Valor Final del Underlier es igual o superior al Inicial (un porcentaje Digital fijo del 5,60%), o (ii) $1,000 más el valor absoluto del rendimiento del índice si el Final está por debajo del Inicial, con un rendimiento total máximo del 15,00%. Fechas clave: Valoración Inicial 21 de octubre de 2025; Emisión 24 de octubre de 2025; Valoración Final 21 de abril de 2027. Las Notas no están listadas; su valor depende de la solvencia de Barclays, y los tenedores consienten el posible ejercicio del Poder de Bail-in del Reino Unido.

Barclays Bank PLC가 SPX 연계 Knock-Out 노트(424B2) $500,000를 무담보, 비우선순위로 제안합니다. 이 노트는 이자를 지급하지 않으며, 모니터링 기간 동안 예정된 거래일 중 어느 날이라도 S&P 500 지수가 Knock-Out 값 5,725.05 아래로 마감되면 $1,000당 $1,000으로 자동 상환될 수 있습니다(초기 기초자산 가치 6,735.35의 85.00%). 노트 1개당 최소 명목액은 $1,000; 중개 수수료는 0.675%이며 Barclays의 총 수익은 $496,625입니다.

Knock-Out 이벤트가 발생하지 않는 경우 만기 시(2027년 4월 26일) 지급은: (i) 기초자산 최종가가 초기값 이상일 경우 $1,056.00 per $1,000(고정 디지털 비율 5.60%), 또는 (ii) 최종가가 초기값보다 작을 경우 $1,000 + 지수 수익의 절대값으로 지급되며, 총 수익은 최대 15.00%로 제한됩니다. 주요 날짜: 초기 평가 2025년 10월 21일; 발행 2025년 10월 24일; 최종 평가 2027년 4월 21일. 이 노트는 상장되지 않으며, Barclays의 신용에 따라 가치가 결정되며, 보유자는 영국 Bail-in 권한의 행사에 동의합니다.

Barclays Bank PLC propose $500,000 de Notes Knock-Out non garanties, non subordonnées liées au SPX (424B2). Les Notes ne versent pas d’intérêts et peuvent être rémunérées automatiquement à $1,000 par $1,000 si, lors de l’un des jours de négoce prévus pendant la Période de Surveillance, l’indice S&P 500 clôture en dessous du Valeur Knock-Out de 5 725,05 (85,00% de la Valeur Initiale du Sous-Jacent de 6 735,35). La valeur nominale minimale par note est $1,000; la commission de l’intermédiaire est 0,675%, avec un produit total pour Barclays de $496,625.

Si aucun Knock-Out ne se produit, le paiement à l’échéance (26 avril 2027) est: (i) $1,056.00 par $1,000 si la Valeur Finale du Sous-Jacent est supérieure ou égale à l’Initiale (un pourcentage digital fixe de 5,60%), ou (ii) $1,000 plus la valeur absolue du rendement de l’indice si le Final est inférieur à l’Initial, avec un rendement total maximum de 15,00%. Dates clés: Évaluation Initiale 21 octobre 2025; Émission 24 octobre 2025; Évaluation Finale 21 avril 2027. Les Notes ne sont pas cotées; leur valeur dépend de la solvabilité de Barclays, et les détenteurs consentent à l’éventuelle exercise du Pouvoir de Bail-in du Royaume-Uni.

Barclays Bank PLC bietet $500,000 ungesicherte, nicht nachrangige SPX-verknüpfte Knock-Out Notes (424B2) an. Die Notes zahlen keinen Zins und können automatisch zu $1,000 pro $1,000 zurückgezahlt werden, falls an einem geplanten Handelstag während des Überwachungszeitraums der S&P 500-Index unter den Knock-Out-Wert von 5.725,05 schließt (85,00% des anfänglichen Underlier-Werts von 6.735,35). Die Nenndenomination pro Note beträgt $1,000; die Vermittlerprovision beträgt 0,675%, mit Gesamtprovisionen an Barclays von $496,625.

Sollte kein Knock-Out-Ereignis eintreten, erfolgt die Zahlung bei Fälligkeit am 26. April 2027: (i) $1,056.00 pro $1,000, wenn der Final Underlier-Wert gleich oder größer als der Initialwert ist (ein fester digitaler Prozentsatz von 5,60%), oder (ii) $1,000 плюс der absolute Wert der Indexrendite, falls der Final unter dem Initial liegt, begrenzt auf eine maximale Gesamtrendite von 15,00%. Wichtige Daten: Initialbewertung 21. Oktober 2025; Emission 24. Oktober 2025; Finalbewertung 21. April 2027. Die Notes sind nicht gelistet; ihr Wert hängt von der Kreditwürdigkeit von Barclays ab, und Inhaber willigen in eine mögliche Ausübung der britischen Bail-in-Kraft ein.

Pricing Supplement dated October 21, 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

barclays PLC logo

$500,000

Autocallable Knock-Out Absolute Return Digital Notes due April 26, 2027

Linked to the S&P 500® Index

Global Medium-Term Notes, Series A

Unlike ordinary debt securities, the Notes do not pay interest. Instead, as described below, if the Notes are not automatically redeemed (because a Knock-Out Event has not occurred), the Notes offer (i) a fixed return at maturity if the Final Underlier Value is greater than or equal to the Initial Underlier Value and (ii) an unleveraged positive return based on any potential depreciation of the Underlier from the Initial Underlier Value to the Final Underlier Value, subject to a maximum return of 15.00%. A Knock-Out Event occurs if, on any scheduled trading day during the Monitoring Period, the Closing Value of the Underlier is less than the Knock-Out Value. Investors should be willing to forgo dividend payments and, if a Knock-Out Event occurs, be willing to receive no more than their investment upon automatic redemption.

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 21, 2025 Final Valuation Date: April 21, 2027
Issue Date: October 24, 2025 Maturity Date: April 26, 2027
Reference Asset: The S&P 500® Index (Bloomberg ticker symbol “SPX<Index>”) (the “Underlier”)
Automatic Redemption Following a Knock-Out Event: If a Knock-Out Event occurs, the Notes will be automatically redeemed on the related Redemption Settlement Date and you will receive a payment of $1,000 per $1,000 principal amount Note. No further amounts will be payable on the Notes after they have been automatically redeemed. If a Knock-Out Event occurs, you will receive only the principal amount of your Notes on the related Redemption Settlement Date and will not participate in any depreciation of the Underlier, which may be significant. A Knock-Out Event can occur on any scheduled trading day during the Monitoring Period, including on the Final Valuation Date.
Payment at Maturity:

If the Notes are not automatically redeemed (because a Knock-Out Event has not occurred), 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 or equal to the Initial Underlier Value, you will receive a payment per $1,000 principal amount Note calculated as follows:

$1,000 + ($1,000 × Digital Percentage)

§

If the Final Underlier Value is less than the Initial Underlier Value, you will receive a payment per $1,000 principal amount Note calculated as follows:

$1,000 + ($1,000 × Absolute Value Return)

If the Notes are not automatically redeemed (because a Knock-Out Event has not occurred) and the Final Underlier Value is less than the Initial Underlier Value, you will receive at maturity a positive 1% return on the Notes for each 1% that the Final Underlier Value is less than the Initial Underlier Value. Under these circumstances, the Knock-Out Value is effectively a cap on your investment and your return on the Notes will not exceed 15.00%. 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.

Knock-Out Event: A Knock-Out Event occurs if, on any scheduled trading day during the Monitoring Period, the Closing Value of the Underlier is less than the Knock-Out Value. Notwithstanding the foregoing, if a market disruption event occurs on any scheduled trading day (other than the Final Valuation Date), the Closing Value of the Underlier on that day will be disregarded for purposes of determining whether a Knock-Out Event has occurred.
Monitoring Period: The period from but excluding the Initial Valuation Date to and including the Final Valuation Date
Digital Percentage: 5.60%
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.

(Terms of the Notes continue on the next page)

 

Initial Issue Price(1)(2)

Price to Public

Agents Commission(3)

Proceeds to Barclays Bank PLC

Per Note $1,000 100% 0.675% 99.325%
Total $500,000 $500,000 $3,375 $496,625
(1)Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all selling concessions, fees or commissions, the public offering price for investors purchasing the Notes in such fee-based advisory accounts may be between $993.25 and $1,000 per $1,000 principal amount Note. Investors that hold their Notes in fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of such account based on the amount of assets held in those accounts, including the Notes.

(2)Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $991.90 per $1,000 principal amount Note. The estimated value is 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.

(3)Barclays Capital Inc. will receive commissions from the Issuer of $6.75 per $1,000 principal amount Note. Barclays Capital Inc. will use these commissions to pay selling concessions or fees (including custodial or clearing fees) to other dealers.

Investing in the Notes involves a number of risks. See Risk Factorsbeginning on page S-9 of the prospectus supplement and Selected Risk Considerationsbeginning on page PS-10 of this pricing supplement.

We may use this pricing supplement in the initial sale of the Notes. In addition, Barclays Capital Inc. or any other of our affiliates may use this pricing supplement in market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market resale transaction.

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.

 

PS-1

 

(Terms of the Notes continued from previous page)

Redemption Settlement Date: The third business day following the first scheduled trading day on which a Knock-Out Event occurs, provided that if the first scheduled trading day on which a Knock-Out Event occurs is the Final Valuation Date, the Redemption Settlement Date will be the Maturity Date
Absolute Value Return: The absolute value of the Underlier Return. For example, a -5% Underlier Return will result in a +5% Absolute Value Return.
Underlier Return: Final Underlier Value – Initial Underlier Value
Initial Underlier Value
Knock-Out Value: 5,725.05, which is 85.00% of the Initial Underlier Value (rounded to two decimal places)
Initial Underlier Value: 6,735.35, which is the Closing Value of the Underlier on the Initial Valuation Date
Final Underlier Value: The Closing Value of the Underlier on the Final Valuation Date
Closing Value: Closing Value has the meaning assigned to “closing 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: 06746EHA6 / US06746EHA64

 

*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

 

barclays PLC logo

 

PS-2

 

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.

 

PS-3

 

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.

 

PS-4

 

ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE NOTES

 

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 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 results from several factors, including any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees 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 six 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 Considerationsbeginning on page PS-10 of this pricing supplement.

 

PS-5

 

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, if a Knock-Out Event occurs, the Notes will be automatically redeemed and you will receive only the principal amount of your Notes, regardless of any depreciation of the Underlier, which may be significant.

 

·You understand and accept that, if the Notes are not automatically redeemed (because a Knock-Out Event has not occurred) and the Final Underlier Value is greater than or equal to the Initial Underlier Value, you will receive a return equal to the Digital Percentage of 5.60%, regardless of any appreciation of the Underlier, which may be significant.

 

·You understand and accept that the Absolute Value Return feature applies only if the Notes are not automatically redeemed (because a Knock-Out Event has not occurred) and the Underlier decreases from the Initial Underlier Value, and that any positive return in the event that a Knock-Out Event does not occur and the Final Underlier Value is less than the Initial Underlier Value is limited to 15.00%.

 

·You anticipate that the Closing Value of the Underlier will not fall below the Knock-Out Value on any scheduled trading day during the Monitoring Period.

 

·You understand and are willing and able to accept the risks associated with an investment linked to the performance of the Underlier.

 

·You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the 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 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 are unwilling or unable to accept that, if a Knock-Out Event occurs, the Notes will be automatically redeemed and you will receive only the principal amount of your Notes, regardless of any depreciation of the Underlier, which may be significant.

 

·You are unwilling or unable to accept that, if the Notes are not automatically redeemed (because a Knock-Out Event has not occurred) and the Final Underlier Value is greater than or equal to the Initial Underlier Value, you will receive a return equal to the Digital Percentage of 5.60%, regardless of any appreciation of the Underlier, which may be significant.

 

·You are unwilling or unable to accept that the Absolute Value Return feature applies only if the Notes are not automatically redeemed (because a Knock-Out Event has not occurred) and the Underlier decreases from the Initial Underlier Value, and that any positive return in the event that a Knock-Out Event does not occur and the Final Underlier Value is less than the Initial Underlier Value is limited to 15.00%.

 

·You anticipate that the Closing Value of the Underlier will fall below the Knock-Out Value on at least one scheduled trading day during the Monitoring Period.

 

·You do not understand and/or are unwilling or unable to accept the risks associated with an investment linked to the performance of the Underlier.

 

·You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the securities composing the Underlier.

 

·You are unwilling or unable to accept the risk that the Notes may be automatically redeemed.

 

·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.

 

PS-6

 

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE upon an automatic REDEMPTION Following a Knock-Out Event

 

The following examples demonstrate the hypothetical payment upon an automatic redemption following the occurrence of a Knock-Out Event. 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 Knock-Out Value: 85.00 (85.00% of the hypothetical Initial Underlier Value set forth above)*

*The hypothetical Initial Underlier Value of 100.00 and the hypothetical Knock-Out Value of 85.00 have been chosen for illustrative purposes only and do not represent the actual Initial Underlier Value or Knock-Out Value. The actual Initial Underlier Value and Knock-Out Value are set forth 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: A Knock-Out Event occurs and the Notes are automatically redeemed.

 

Closing Value of the Underlier on a Scheduled Trading Day during the Monitoring Period Are the Notes Automatically Redeemed?
80.00 Yes

 

Because the Closing Value of the Underlier on a scheduled trading day during the Monitoring Period is less than the Knock-Out Value, a Knock-Out Event occurs, and the Notes are automatically redeemed on the related Redemption Settlement Date. You will receive on the related Redemption Settlement Date a cash payment of $1,000 per $1,000 principal amount Note, which is equal to your principal amount. Under these circumstances, you will receive only the principal amount of your Notes, regardless of any depreciation of the Underlier, which may be significant. No further amounts will be payable on the Notes after they have been automatically redeemed.

 

Example 2: A Knock-Out Event does not occur and the Notes are not automatically redeemed.

 

Lowest Closing Value of the Underlier on any Scheduled Trading Day during the Monitoring Period Are the Notes Automatically Redeemed?
90.00 No

 

Because the Closing Value of the Underlier is greater than or equal to the Knock-Out Value on each scheduled trading day during the Monitoring Period, a Knock-Out Event does not occur, and the Notes are not automatically redeemed.

 

Any payment on the Notes, including the repayment of principal, is subject to the credit risk of Barclays Bank PLC.

 

PS-7

 

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 Knock-Out Value: 85.00 (85.00% 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 Knock-Out Value of 85.00 have been chosen for illustrative purposes only and do not represent the actual Initial Underlier Value or Knock-Out Value. The actual Initial Underlier Value and Knock-Out Value are set forth 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.

 

Final Underlier Value Underlier Return Absolute Value Return Payment at Maturity per $1,000 Principal Amount Note Total Return on Notes
150.00 50.00% N/A $1,056.00 5.60%
140.00 40.00% N/A $1,056.00 5.60%
130.00 30.00% N/A $1,056.00 5.60%
120.00 20.00% N/A $1,056.00 5.60%
110.00 10.00% N/A $1,056.00 5.60%
105.00 5.00% N/A $1,056.00 5.60%
100.00 0.00% N/A $1,056.00 5.60%
99.99 -0.01% 0.01% $1,000.10 0.01%
95.00 -5.00% 5.00% $1,050.00 5.00%
90.00 -10.00% 10.00% $1,100.00 10.00%
85.00 -15.00% 15.00% $1,150.00 15.00%
80.00 -20.00% N/A N/A N/A
70.00 -30.00% N/A N/A N/A
60.00 -40.00% N/A N/A N/A
50.00 -50.00% N/A N/A N/A
40.00 -60.00% N/A N/A N/A
30.00 -70.00% N/A N/A N/A
20.00 -80.00% N/A N/A N/A
10.00 -90.00% N/A N/A N/A
0.00 -100.00% N/A N/A N/A

 

The following examples illustrate how the payments at maturity set forth in the table above are calculated:

 

Example 1: The Notes are not automatically redeemed (because a Knock-Out Event has not occurred) and the value of the Underlier increases from an Initial Underlier Value of 100.00 to a Final Underlier Value of 120.00.

 

Because a Knock-Out Event has not occurred and the Final Underlier Value is greater than or equal to the Initial Underlier Value, you will receive a payment at maturity of $1,056.00 per $1,000 principal amount Note that you hold, calculated as follows:

 

$1,000 + ($1,000 × Digital Percentage)

 

$1,000 + ($1,000 × 5.60%) = $1,056.00

 

Example 1 demonstrates that you will not participate in any appreciation in the value of the Underlier. Even though the Underlier appreciated significantly, the payment at maturity is limited to $1,056.00 per $1,000 principal amount Note that you hold.

 

PS-8

 

Example 2: The Notes are not automatically redeemed (because a Knock-Out Event has not occurred) and the value of the Underlier increases from an Initial Underlier Value of 100.00 to a Final Underlier Value of 105.00.

 

Because a Knock-Out Event has not occurred and the Final Underlier Value is greater than or equal to the Initial Underlier Value, you will receive a payment at maturity of $1,056.00 per $1,000 principal amount Note that you hold, calculated as follows:

 

$1,000 + ($1,000 × Digital Percentage)

 

$1,000 + ($1,000 × 5.60%) = $1,056.00

 

Example 3: The Notes are not automatically redeemed (because a Knock-Out Event has not occurred) and the value of the Underlier decreases from an Initial Underlier Value of 100.00 to a Final Underlier Value of 90.00.

 

Because a Knock-Out Event has not occurred and the Final Underlier Value is less than the Initial Underlier Value, you will receive a payment at maturity of $1,100.00 per $1,000 principal amount Note that you hold, calculated as follows:

 

$1,000 + ($1,000 × Absolute Value Return)

 

Because the absolute value of the Underlier Return of -10.00% is +10.00%, the Absolute Value Return is +10.00% and the payment at maturity is calculated as follows:

 

$1,000 + ($1,000 × 10.00%) = $1,100.00

 

Example 3 demonstrates that, if a Knock-Out Event has not occurred and the Final Underlier Value is less than the Initial Underlier Value, you will receive a positive 1% return on the Notes for each 1% decrease of the Underlier.

 

The table and examples above assume that the Notes are not automatically redeemed (because a Knock-Out Event has not occurred). If a Knock-Out Event occurs, the Notes will be automatically redeemed on the related Redemption Settlement Date and you will receive a payment of $1,000 per $1,000 principal amount Note and will not receive any positive return on your investment. See “Hypothetical Examples of Amounts Payable upon an Automatic Redemption Following a Knock-Out Event” above.

 

Any payment on the Notes, including the repayment of principal, is subject to the credit risk of Barclays Bank PLC.

 

PS-9

 

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

 

·You May Receive No More Than the Principal Amount of Your Notes—If a Knock-Out Event occurs, the Notes will be automatically redeemed and you will receive only the principal amount of your Notes on the related Redemption Settlement Date. Even if a Knock-Out Event does not occur, the return on the Notes may be less than the amount that would be paid on a conventional debt security of the Issuer of comparable maturity.

 

·Your Potential Return on the Notes If a Knock-Out Event Does Not Occur and the Underlier Appreciates Is Limited to the Digital Percentage—If the Notes are not automatically redeemed (because a Knock-out Event has not occurred) and the Final Underlier Value is greater than or equal to the Initial Underlier Value, for each $1,000 principal amount Note, you will receive at maturity $1,000 plus a predetermined percentage of the principal amount. We refer to this percentage as the Digital Percentage, which is equal to 5.60%. If a Knock-Out Event does not occur and the Final Underlier Value is greater than or equal to the Initial Underlier Value, you will receive a payment at maturity of $1,056.00 per $1,000 principal amount Note regardless of any appreciation in the value of the Underlier, which may be significant. Your return on the Notes will be less than the percentage change from the Initial Underlier Value to the Final Underlier Value if such percentage is greater than the Digital Percentage.

 

·Your Potential for a Positive Return from Depreciation of the Underlier Is Limited—The Absolute Value Return feature applies only if the Notes are not automatically redeemed (because a Knock-Out Event has not occurred) and the Final Underlier Value is less than the Initial Underlier Value. Because a Knock-Out Event will occur if the Closing Value of the Underlier is less than the Knock-Out Value on any scheduled trading day during the Monitoring Period (including on the Final Valuation Date), the Knock-Out Value is effectively a cap on your investment. Any potential return on the Notes in the event that a Knock-Out Event does not occur and the Final Underlier Value is less than the Initial Underlier Value is limited to 15.00%.

 

·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 one day. 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.

 

·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. See “—Risks Relating to the Estimated Value of the Notes and the Secondary Market—Many Economic and Market Factors Will Impact the Value of the Notes” below.

 

·Owning the Notes Is Not the Same as Owning the Securities Composing the Underlier—The return on the Notes may not reflect the return you would realize if you actually owned the securities composing 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 securities composing the Underlier would have.

 

·Tax Treatment—As discussed further below under “Tax Considerations” and in the accompanying prospectus supplement, if you are a U.S. individual or taxable entity, you should be required to accrue interest on a current basis in respect of the Notes over their term based on the comparable yield for the Notes and pay tax accordingly, even though you will not receive any payments from us until early redemption or redemption at maturity. This comparable yield is determined solely to calculate the amount on which you will be taxed prior to early redemption or redemption at maturity and is neither a prediction nor a guarantee of what the actual yield will be.

 

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

 

PS-10

 

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.

 

·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

 

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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:

 

othe values and expected volatility of the Underlier;

 

othe time to maturity of the Notes;

 

odividend rates on the components of the Underlier;

 

ointerest and yield rates in the market generally;

 

oa variety of economic, financial, political, regulatory or judicial events;

 

osupply and demand for the Notes; and

 

oour creditworthiness, including actual or anticipated downgrades in our credit ratings.

 

·The Estimated Value of Your Notes Is Lower Than the Initial Issue Price of Your Notes—The estimated value of your Notes on the Initial Valuation Date is 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 a result of certain factors, such as any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees 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 value referenced above might be lower if such estimated value 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

 

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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.

 

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Information Regarding the UNDERLIER

 

The Underlier consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information about the Underlier, see “Indices—The S&P U.S. Indices” 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 21, 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 S&P 500® Index

 

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

 

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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 Indebtedness for U.S. Federal Income Tax Purposes” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders.” The discussion below applies to you only if you are an initial purchaser of the Notes; if you are a secondary purchaser of the Notes, the tax consequences to you may be different. In the opinion of our special tax counsel, Davis Polk & Wardwell LLP, the Notes should be treated as debt instruments for U.S. federal income tax purposes. The remainder of this discussion assumes that this treatment is correct.

 

Because the Notes will be offered to initial purchasers at varying prices, it is expected that the "issue price" of the Notes for U.S. federal income tax purposes will be uncertain. We currently intend to treat the issue price as $1,000 for each $1,000 principal amount Note, and the remainder of this discussion so assumes, unless otherwise indicated. Our intended treatment will affect the amounts you will be required to include in income for U.S. federal income tax purposes. You should consult your tax advisor regarding the uncertainty with respect to the Notes' issue price, including the tax consequences to you if the actual issue price of the Notes for U.S. federal income tax purposes is not $1,000 per Note.

 

Assuming the treatment described above is correct, in the opinion of our special tax counsel, the Notes should be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, as described under “—Contingent Payment Debt Instruments” in the accompanying prospectus supplement.

 

Regardless of your method of accounting for U.S. federal income tax purposes, you generally will be required to accrue taxable interest income in each year on a constant yield to maturity basis at the “comparable yield,” as determined by us, even though we will not be required to make any payment with respect to the Notes prior to early redemption or redemption at maturity. Although it is not entirely clear how the comparable yield should be determined when a debt instrument may be automatically called prior to maturity, we will determine the comparable yield based upon the term to maturity of the Notes assuming no automatic call occurs. Upon a sale or exchange (including early redemption or redemption at maturity), you generally will recognize taxable income or loss equal to the difference between the amount received from the sale or exchange and your adjusted tax basis in the Notes. You generally must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance as capital loss. The deductibility of capital losses is subject to limitations.

 

The discussions herein and in the accompanying prospectus supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b).

 

After the original issue date, you may obtain the comparable yield and the projected payment schedule by requesting them from Barclays Cross Asset Sales Americas, at (212) 528-7198. Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual amount that we will pay on the Notes.

 

If you purchase Notes at their original issuance for an amount that is different from their issue price, you will be required to account for this difference by making adjustments to your income when the payment at maturity (or early redemption) is made. You should consult your tax advisor regarding the treatment of the difference between your basis in your Notes and their issue price.

 

You should consult your tax advisor regarding the U.S. federal tax consequences of an investment in the Notes, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

Non-U.S. holders. We do not believe that non-U.S. holders should be required to provide a Form W-8 in order to avoid 30% U.S. withholding tax with respect to the excess (if any) of the payment on early redemption or the payment at maturity over the face amount of the Notes, although the Internal Revenue Service (the “IRS”) could challenge this position. However, non-U.S. holders should in any event expect to be required to provide appropriate Forms W-8 or other documentation in order to establish an exemption from backup withholding, as described under the heading “—Information Reporting and Backup Withholding” in the accompanying prospectus supplement. If any withholding is required, we will not be required to pay any additional amounts with respect to amounts withheld.

 

Treasury regulations under Section 871(m) generally impose a withholding tax on certain “dividend equivalents” under certain “equity linked instruments.” A recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January 1, 2027 that do not have a “delta of one” with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on our determination that the Notes do not have a “delta of one” within the meaning of the regulations, our special tax counsel is of the opinion that these regulations should not apply to the Notes with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax advisor regarding the potential application of Section 871(m) to the Notes.

 

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SUPPLEMENTAL PLAN OF DISTRIBUTION

 

We have agreed to sell to Barclays Capital Inc. (the “agent”), and the agent has agreed to purchase from us, the principal amount of the Notes, and at the price, specified on the cover of this pricing supplement. The agent commits to take and pay for all of the Notes, if any are taken.

 

VALIDITY OF THE NOTES

 

In the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to Barclays Bank PLC, when the Notes offered by this pricing supplement have been issued by Barclays Bank PLC pursuant to the indenture, the trustee has made, in accordance with instructions from Barclays Bank PLC, appropriate entries or notations in its records relating to the master global note that represents such Notes (the “master note”), and such Notes have been delivered against payment as contemplated herein, such Notes will be valid and binding obligations of Barclays Bank PLC, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions or application giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by English law, Davis Polk & Wardwell LLP has relied, with Barclays Bank PLC’s permission, on the opinion of Davis Polk & Wardwell London LLP, dated as of May 15, 2025, filed as an exhibit to the Registration Statement on Form F-3ASR by Barclays Bank PLC on May 15, 2025, and this opinion is subject to the same assumptions, qualifications and limitations as set forth in such opinion of Davis Polk & Wardwell London LLP. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP, dated May 15, 2025, which has been filed as an exhibit to the Registration Statement referred to above.

 

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