STOCK TITAN

[424B2] BARCLAYS BANK PLC Prospectus Supplement

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
424B2
Rhea-AI Filing Summary

Barclays Bank PLC is offering $1,090,000 of AutoCallable Contingent Coupon Notes due April 22, 2027, linked to Kenvue Inc. common stock. The notes pay a contingent coupon of $48.525 per $1,000 (19.41% per annum) on scheduled dates only if Kenvue’s closing price is at or above the coupon barrier of $10.70.

The notes may be automatically called if Kenvue closes at or above the call value of $15.29 on any call valuation date, returning $1,000 per note plus any due coupons. If not called, and at maturity Kenvue is below the barrier of $10.70, repayment is reduced one-for-one with the stock’s decline from the initial value of $15.29, up to a total loss of principal. Denominations are $1,000. Key dates: Initial Valuation October 17, 2025; Issue October 22, 2025; Maturity April 22, 2027.

Pricing: price to public 100.00%; agent’s commission 2.75%; proceeds to issuer 97.25%. Barclays’ estimated value is $927 per note on the initial valuation date. Payments depend on Barclays’ credit and are subject to the U.K. Bail-in Power. The notes will not be listed on a U.S. exchange.

Barclays Bank PLC propone $1,090,000 di AutoCallable Contingent Coupon Notes in scadenza il 22 aprile 2027, legate alle azioni ordinarie di Kenvue Inc. Le note pagano un coupon contingente di $48.525 per $1,000 (19,41% annuo) solo nelle date previste se la chiusura di Kenvue è pari o superiore al barriera del coupon di $10.70.

Le note possono essere automaticamente richiamate se la chiusura di Kenvue è pari o superiore al valore di richiamo di $15.29 in qualsiasi data di valutazione del richiamo, restituendo $1,000 per nota più eventuali coupon dovuti. Se non richiamate e a scadenza Kenvue è al di sotto della barriera di $10.70, il rimborso è ridotto uno-a-uno con il calo delle azioni rispetto al valore iniziale di $15.29, fino a una perdita totale del capitale. Le denominazioni sono di $1,000. Date chiave: Valutazione iniziale 17 ottobre 2025; emissione 22 ottobre 2025; scadenza 22 aprile 2027.

Prezzo: prezzo pubblico 100,00%; commissione dell’agente 2,75%; proventi per l’emittente 97,25%. Il valore stimato da Barclays è di $927 per nota alla data di valutazione iniziale. I pagamenti dipendono dalla solvibilità di Barclays e sono soggetti al Potere di Bail-in del Regno Unito. Le note non saranno quotate su una borsa statunitense.

Barclays Bank PLC ofrece $1,090,000 de Notas de Cupón Contingente AutoCallable vinculadas a las acciones comunes de Kenvue Inc. Las notas pagan un cupón contingente de $48.525 por $1,000 (19.41% anual) solo en las fechas programadas si el precio de cierre de Kenvue está igual o por encima de la barrera de cupón de $10.70.

Las notas pueden ser llamadas automáticamente si Kenvue cierra igual o por encima del valor de llamada de $15.29 en cualquier fecha de valoración de la llamada, devolviendo $1,000 por nota más cualquier cupón debido. Si no se llama y al vencimiento Kenvue está por debajo de la barrera de $10.70, el reembolso se reduce en una por una con la caída de las acciones respecto al valor inicial de $15.29, hasta una pérdida total del principal. Las denominaciones son de $1,000. Fechas clave: Valoración inicial 17 de octubre de 2025; Emisión 22 de octubre de 2025; Vencimiento 22 de abril de 2027.

Precio: precio al público 100,00%; comisión del agente 2.75%; productos para el emisor 97.25%. El valor estimado por Barclays es de $927 por nota en la fecha de valoración inicial. Los pagos dependen de la solvencia de Barclays y están sujetos al Poder de Bail-in del Reino Unido. Las notas no se cotizarán en una bolsa de EE. UU.

Barclays Bank PLC은 Kenvue Inc. 보통주에 연결된 만기 2027년 4월 22일인 AutoCallable Contingent Coupon Notes $1,090,000를 제안합니다. 이 노트는 공 contingent 쿠폰 $48.525(1,000당) (연 19.41%)를 Kenvue의 종가가 쿠폰 장벽 $10.70 이상일 때에만 일정 날짜에 지급합니다.

주식이 $15.29호출가(콜 값)에 도달하거나 이를 상회하는 경우 자동으로 상환(call)

Barclays Bank PLC propose $1 090 000 de Notes AutoCallable Contingent Coupon liées aux actions ordinaires de Kenvue Inc. Les notes versent un coupon contingent de $48.525 par $1 000 (19,41 % par an) uniquement à des dates prévues si le cours de clôture de Kenvue est égal ou supérieur à la barrière du coupon de $10,70.

Les notes peuvent être rémunérées automatiquement si Kenvue clôture égal ou supérieur au valeur de call de $15,29 à une date de valorisation de l’appel, en retournant $1 000 par note plus tout coupon dû. Si non appelé et à l’échéance Kenvue est en dessous de la barrière de $10,70, le remboursement est réduit en proportion du déclin du titre par rapport à la valeur initiale de $15,29, jusqu’à une perte complète du capital. Les dénominations sont de $1 000. Dates clés : Valorisation initiale 17 octobre 2025 ; émission 22 octobre 2025 ; maturité 22 avril 2027.

Prix : prix d’offre 100,00 %; commission de l’agent 2,75 %; produits pour l’émetteur 97,25 %. La valeur estimée par Barclays est de $927 par note à la date de valorisation initiale. Les paiements dépendent de la solvabilité de Barclays et sont soumis au Power Bail-in du Royaume-Uni. Les notes ne seront pas cotées sur une bourse américaine.

Barclays Bank PLC bietet $1.090.000 AutoCallable Contingent Coupon Notes mit Fälligkeit am 22.04.2027, die mit den Stammaktien von Kenvue Inc. verknüpft sind. Die Notes zahlen einen bedingten Coupon von $48.525 pro $1.000 (19,41% pro Jahr) nur an festgelegten Terminen, wenn der Schlusskurs von Kenvue gleich oder über der Coupon-Schwelle von $10,70 liegt.

Die Notes können automatisch zurückgerufen werden, wenn Kenvue an einem Rückruftermin gleich oder höher als der Rückrufwert von $15,29 schließt, womit $1.000 pro Note plus etwaige ausstehende Coupons zurückgezahlt werden. Falls sie nicht zurückgerufen werden und bei Fälligkeit Kenvue unter der Schwelle von $10,70 liegt, wird die Rückzahlung eins-zu-eins mit dem Rückgang der Aktie gegenüber dem Startwert von $15,29 reduziert, bis zu einem vollständigen Kapitalverlust. Die Nennwerte betragen $1.000. Schlüsseltermine: Erste Bewertung 17. Oktober 2025; Ausgabe 22. Oktober 2025; Fälligkeit 22. April 2027.

Preisgestaltung: öffentlich angebotener Preis 100,00%; Agenturprovision 2,75%; Erlöse für Emittent 97,25%. Der von Barclays geschätzte Wert beträgt $927 pro Note am Tag der ersten Bewertung. Zahlungen hängen von der Kreditwürdigkeit von Barclays ab und unterliegen der UK Bail-in Power. Die Notes werden nicht an einer US-Börse gelistet.

Barclays Bank PLC تعرض $1,090,000 من ملاحظات القسيمة المشروطة AutoCallable المرتبطة بأسهم Kenvue Inc. العادية. تدفع الملاحظات قسيمة شرطية قدرها $48.525 لكل $1,000 (19.41% سنوياً) فقط في التواريخ المحددة إذا كان سعر إغلاق Kenvue عند أو فوق عائق القسيمة البالغ $10.70.

قد يتم استدعاؤها تلقائياً إذا أغلقت Kenvue عند أو فوق قيمة الاستدعاء البالغة $15.29 في أي تاريخ تقييم للاستدعاء، حيث يتم إرجاع $1,000 لكل ملاحظة بالإضافة إلى أي كوبونات مستحقة. إذا لم يتم استدعاؤها، وعند الاستحقاق كانت Kenvue دون عائق $10.70، يُخصم الاسترداد واحداً بواحد مع انخفاض السهم عن القيمة الأولية البالغة $15.29، حتى خسارة رأس المال كاملة. الاسميات هي $1,000. تواريخ رئيسية: التقييم الأول 17 أكتوبر 2025؛ الإصدار 22 أكتوبر 2025؛ الاستحقاق 22 أبريل 2027.

التسعير: السعر للجمهور 100.00%; عمولة الوكيل 2.75%; العائد للمُصدِر 97.25%. القيمة المقدّرة من Barclays هي $927 لكل ملاحظة في تاريخ التقييم الأول. تعتمد المدفوعات علىاعتمادية Barclays وتخضع لـقوة Bail-in في المملكة المتحدة. لن تُدرج الملاحظات في بورصة أمريكية.

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Barclays Bank PLC propone $1,090,000 di AutoCallable Contingent Coupon Notes in scadenza il 22 aprile 2027, legate alle azioni ordinarie di Kenvue Inc. Le note pagano un coupon contingente di $48.525 per $1,000 (19,41% annuo) solo nelle date previste se la chiusura di Kenvue è pari o superiore al barriera del coupon di $10.70.

Le note possono essere automaticamente richiamate se la chiusura di Kenvue è pari o superiore al valore di richiamo di $15.29 in qualsiasi data di valutazione del richiamo, restituendo $1,000 per nota più eventuali coupon dovuti. Se non richiamate e a scadenza Kenvue è al di sotto della barriera di $10.70, il rimborso è ridotto uno-a-uno con il calo delle azioni rispetto al valore iniziale di $15.29, fino a una perdita totale del capitale. Le denominazioni sono di $1,000. Date chiave: Valutazione iniziale 17 ottobre 2025; emissione 22 ottobre 2025; scadenza 22 aprile 2027.

Prezzo: prezzo pubblico 100,00%; commissione dell’agente 2,75%; proventi per l’emittente 97,25%. Il valore stimato da Barclays è di $927 per nota alla data di valutazione iniziale. I pagamenti dipendono dalla solvibilità di Barclays e sono soggetti al Potere di Bail-in del Regno Unito. Le note non saranno quotate su una borsa statunitense.

Barclays Bank PLC ofrece $1,090,000 de Notas de Cupón Contingente AutoCallable vinculadas a las acciones comunes de Kenvue Inc. Las notas pagan un cupón contingente de $48.525 por $1,000 (19.41% anual) solo en las fechas programadas si el precio de cierre de Kenvue está igual o por encima de la barrera de cupón de $10.70.

Las notas pueden ser llamadas automáticamente si Kenvue cierra igual o por encima del valor de llamada de $15.29 en cualquier fecha de valoración de la llamada, devolviendo $1,000 por nota más cualquier cupón debido. Si no se llama y al vencimiento Kenvue está por debajo de la barrera de $10.70, el reembolso se reduce en una por una con la caída de las acciones respecto al valor inicial de $15.29, hasta una pérdida total del principal. Las denominaciones son de $1,000. Fechas clave: Valoración inicial 17 de octubre de 2025; Emisión 22 de octubre de 2025; Vencimiento 22 de abril de 2027.

Precio: precio al público 100,00%; comisión del agente 2.75%; productos para el emisor 97.25%. El valor estimado por Barclays es de $927 por nota en la fecha de valoración inicial. Los pagos dependen de la solvencia de Barclays y están sujetos al Poder de Bail-in del Reino Unido. Las notas no se cotizarán en una bolsa de EE. UU.

Barclays Bank PLC은 Kenvue Inc. 보통주에 연결된 만기 2027년 4월 22일인 AutoCallable Contingent Coupon Notes $1,090,000를 제안합니다. 이 노트는 공 contingent 쿠폰 $48.525(1,000당) (연 19.41%)를 Kenvue의 종가가 쿠폰 장벽 $10.70 이상일 때에만 일정 날짜에 지급합니다.

주식이 $15.29호출가(콜 값)에 도달하거나 이를 상회하는 경우 자동으로 상환(call)

Barclays Bank PLC propose $1 090 000 de Notes AutoCallable Contingent Coupon liées aux actions ordinaires de Kenvue Inc. Les notes versent un coupon contingent de $48.525 par $1 000 (19,41 % par an) uniquement à des dates prévues si le cours de clôture de Kenvue est égal ou supérieur à la barrière du coupon de $10,70.

Les notes peuvent être rémunérées automatiquement si Kenvue clôture égal ou supérieur au valeur de call de $15,29 à une date de valorisation de l’appel, en retournant $1 000 par note plus tout coupon dû. Si non appelé et à l’échéance Kenvue est en dessous de la barrière de $10,70, le remboursement est réduit en proportion du déclin du titre par rapport à la valeur initiale de $15,29, jusqu’à une perte complète du capital. Les dénominations sont de $1 000. Dates clés : Valorisation initiale 17 octobre 2025 ; émission 22 octobre 2025 ; maturité 22 avril 2027.

Prix : prix d’offre 100,00 %; commission de l’agent 2,75 %; produits pour l’émetteur 97,25 %. La valeur estimée par Barclays est de $927 par note à la date de valorisation initiale. Les paiements dépendent de la solvabilité de Barclays et sont soumis au Power Bail-in du Royaume-Uni. Les notes ne seront pas cotées sur une bourse américaine.

Barclays Bank PLC bietet $1.090.000 AutoCallable Contingent Coupon Notes mit Fälligkeit am 22.04.2027, die mit den Stammaktien von Kenvue Inc. verknüpft sind. Die Notes zahlen einen bedingten Coupon von $48.525 pro $1.000 (19,41% pro Jahr) nur an festgelegten Terminen, wenn der Schlusskurs von Kenvue gleich oder über der Coupon-Schwelle von $10,70 liegt.

Die Notes können automatisch zurückgerufen werden, wenn Kenvue an einem Rückruftermin gleich oder höher als der Rückrufwert von $15,29 schließt, womit $1.000 pro Note plus etwaige ausstehende Coupons zurückgezahlt werden. Falls sie nicht zurückgerufen werden und bei Fälligkeit Kenvue unter der Schwelle von $10,70 liegt, wird die Rückzahlung eins-zu-eins mit dem Rückgang der Aktie gegenüber dem Startwert von $15,29 reduziert, bis zu einem vollständigen Kapitalverlust. Die Nennwerte betragen $1.000. Schlüsseltermine: Erste Bewertung 17. Oktober 2025; Ausgabe 22. Oktober 2025; Fälligkeit 22. April 2027.

Preisgestaltung: öffentlich angebotener Preis 100,00%; Agenturprovision 2,75%; Erlöse für Emittent 97,25%. Der von Barclays geschätzte Wert beträgt $927 pro Note am Tag der ersten Bewertung. Zahlungen hängen von der Kreditwürdigkeit von Barclays ab und unterliegen der UK Bail-in Power. Die Notes werden nicht an einer US-Börse gelistet.

Barclays Bank PLC تعرض $1,090,000 من ملاحظات القسيمة المشروطة AutoCallable المرتبطة بأسهم Kenvue Inc. العادية. تدفع الملاحظات قسيمة شرطية قدرها $48.525 لكل $1,000 (19.41% سنوياً) فقط في التواريخ المحددة إذا كان سعر إغلاق Kenvue عند أو فوق عائق القسيمة البالغ $10.70.

قد يتم استدعاؤها تلقائياً إذا أغلقت Kenvue عند أو فوق قيمة الاستدعاء البالغة $15.29 في أي تاريخ تقييم للاستدعاء، حيث يتم إرجاع $1,000 لكل ملاحظة بالإضافة إلى أي كوبونات مستحقة. إذا لم يتم استدعاؤها، وعند الاستحقاق كانت Kenvue دون عائق $10.70، يُخصم الاسترداد واحداً بواحد مع انخفاض السهم عن القيمة الأولية البالغة $15.29، حتى خسارة رأس المال كاملة. الاسميات هي $1,000. تواريخ رئيسية: التقييم الأول 17 أكتوبر 2025؛ الإصدار 22 أكتوبر 2025؛ الاستحقاق 22 أبريل 2027.

التسعير: السعر للجمهور 100.00%; عمولة الوكيل 2.75%; العائد للمُصدِر 97.25%. القيمة المقدّرة من Barclays هي $927 لكل ملاحظة في تاريخ التقييم الأول. تعتمد المدفوعات علىاعتمادية Barclays وتخضع لـقوة Bail-in في المملكة المتحدة. لن تُدرج الملاحظات في بورصة أمريكية.

Barclays Bank PLC 提供金额为 $1,090,000 的 AutoCallable Contingent Coupon Notes,期限至 2027 年 4 月 22 日,挂钩 Kenvue Inc. 普通股。该票据仅在规定日期按计划支付一个 或高于 $10.70 的票息屏障 情况下,支付 每 $1,000 的 contingent coupon $48.525(年化 19.41%)。

如果在任意一个呼叫评估日,Kenvue 收盘价达到或高于 呼叫价 $15.29,票据可能会被 自动赎回,每张票面偿还 $1,000 加上任何应付的票息。如果没有被赎回且到期时 Kenvue 低于 $10.70 的屏障,本金的回报将按股票自初始值 $15.29 的下跌比例逐步减少,直至出现本金全损。票面金额为 $1,000。关键日期:初始估值 2025 年 10 月 17 日;发行日 2025 年 10 月 22 日;到期日 2027 年 4 月 22 日。

定价:公开价格 100.00%;经纪人佣金 2.75%;发行人净收益 97.25%。Barclays 在初始估值日的估计价值为 $927 每张票。支付取决于 Barclays 的信用状况,并受 英国的 Bail-in 权力 约束。这些票据不会在美国交易所上市。

 

 

 

Pricing Supplement dated October 17, 2025

(To the Prospectus dated May 15, 2025 and the Prospectus Supplement dated May 15, 2025)

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-287303

$1,090,000

AutoCallable Contingent Coupon Notes due April 22, 2027

Linked to the Common Stock of Kenvue Inc.

Global Medium-Term Notes, Series A

Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.

Issuer:

Barclays Bank PLC

Denominations:

Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof

Initial Valuation Date:

October 17, 2025

Issue Date:

October 22, 2025

Final Valuation Date:*

April 19, 2027

Maturity Date:*

April 22, 2027

Reference Asset:

The Common Stock of Kenvue Inc. (Bloomberg ticker symbol “KVUE UN <Equity>”)

Payment at Maturity:

If the Notes are not redeemed prior to scheduled maturity, and if you hold the Notes to maturity, you will receive on the Maturity Date a cash payment per $1,000 principal amount Note that you hold (in each case, in addition to any Contingent Coupon and/or Unpaid Coupon Amounts that may be payable on such date) determined as follows:

If the Final Value of the Reference Asset is greater than or equal to the Barrier Value, you will receive a payment of $1,000 per $1,000 principal amount Note.

If the Final Value of the Reference Asset is less than the Barrier Value, you will receive an amount per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 × Reference Asset Return of the Reference Asset]

If the Notes are not redeemed prior to scheduled maturity, and if the Final Value of the Reference Asset is less than the Barrier Value, your Notes will be fully exposed to the decline of the Reference Asset from the Initial Value. You may lose up to 100.00% of the principal amount of your Notes at maturity.

Any payment on the Notes, including any repayment of principal, is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power (as described on page PS-4 of this pricing supplement) by the relevant U.K. resolution authority. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power (or any other resolution measure) by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the Notes. See “Consent to U.K. Bail-in Power” and “Selected Risk Considerations” in this pricing supplement and “Risk Factors” in the accompanying prospectus supplement for more information.

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)

Price to Public

Agents Commission(2)

Proceeds to Barclays Bank PLC

Per Note

$1,000

100.00%

2.75%

97.25%

Total

$1,090,000

$1,090,000

$29,975

$1,060,025

(1)Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $927.00 per 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.

(2)Barclays Capital Inc. will receive commissions from the Issuer of $27.50 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 Factors” beginning on page S-9 of the prospectus supplement and “Selected Risk Considerations” beginning on page PS-15 of this pricing supplement.

We may use this pricing supplement in the initial sale of Notes.  In addition, Barclays Capital Inc. or another 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.


Terms of the Notes, Continued

 

Automatic Call:

The Notes cannot be redeemed for approximately the first three months after the Issue Date. If, on any Call Valuation Date, the Closing Value of the Reference Asset is greater than or equal to the Call Value, the Notes will be automatically redeemed for a cash payment per $1,000 principal amount Note equal to the Redemption Price payable on the Call Settlement Date. No further amounts will be payable on the Notes after the Call Settlement Date.

Contingent Coupons and Unpaid Coupon Amounts:

$48.525 per $1,000 principal amount Note, which is 4.8525% of the principal amount per Note (rounded to four decimal places, as applicable) (based on 19.41% per annum rate)

If the Closing Value of the Reference Asset on an Observation Date is greater than or equal to the Coupon Barrier Value, a Contingent Coupon will become payable on the related Contingent Coupon Payment Date.

If a Contingent Coupon does not become payable with respect to an Observation Date (i.e., because the Closing Value of the Reference Asset on such Observation Date is less than the Coupon Barrier Value), the Contingent Coupon that would have otherwise been payable with respect to such Observation Date will become an “Unpaid Coupon Amount”

On each Contingent Coupon Payment Date, if a Contingent Coupon is payable on such date, you will receive:

the Contingent Coupon that is payable on such Contingent Coupon Payment Date; plus

any Unpaid Coupon Amounts that have not already been paid on a previous Contingent Coupon Payment Date

If a Contingent Coupon is not payable with respect to an Observation Date, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date, nor will you receive any Unpaid Coupon Amounts that accrued on any prior Observation Date

Observation Dates:*

January 20, 2026, April 17, 2026, July 17, 2026, October 19, 2026, January 19, 2027 and the Final Valuation Date

Contingent Coupon Payment Dates:*

January 23, 2026, April 22, 2026, July 22, 2026, October 22, 2026, January 22, 2027 and the Maturity Date

Call Valuation Dates:*

January 20, 2026, April 17, 2026, July 17, 2026, October 19, 2026 and January 19, 2027.

Call Settlement Date:*

The Contingent Coupon Payment Date following the Call Valuation Date on which an Automatic Call occurs.

Initial Value:

$15.29, the Closing Value of the Reference Asset on the Initial Valuation Date

Call Value:

$15.29, 100.00% of the Initial Value

Coupon Barrier Value:

$10.70, 70.00% of the Initial Value (rounded to two decimal places)

Barrier Value:

$10.70, 70.00% of the Initial Value (rounded to two decimal places)

Final Value:

The Closing Value of the Reference Asset on the Final Valuation Date

Redemption Price:

$1,000 per $1,000 principal amount Note that you hold, plus (i) the Contingent Coupon that will otherwise be payable on the Call Settlement Date and (ii) any Unpaid Coupon Amounts that have accrued but have not yet been paid

Reference Asset Return:

The performance of the Reference Asset from the Initial Value to the Final Value, calculated as follows:

Final Value – Initial Value
Initial Value

Closing Value:

The term “Closing Value” means the closing price of one share of the Reference Asset, as further described under “Reference Assets—Equity Securities—Special Calculation Provisions” in the prospectus supplement.

Calculation Agent:

Barclays Bank PLC

CUSIP / ISIN:

06746EFW0 / US06746EFW03

*Subject to postponement, as described under “Additional Terms of the Notes” in this pricing 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 documents listed below, relating to our Global Medium-Term Notes, Series A, of which these Notes are a part. This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth under “Risk Factors” in the prospectus supplement and “Selected Risk Considerations” in this pricing supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Prospectus dated May 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

 

Our SEC file number is 1–10257. As used in this pricing supplement, “we,” “us” or “our” refers 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

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 may 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 is a result of 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 (including any structuring or other distribution related 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.

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 which 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 which 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-15 of this pricing supplement.

 


 

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 fixed periodic interest or coupon payments or other non-contingent sources of current income, and you can tolerate receiving few or no Contingent Coupons over the term of the Notes in the event the Closing Value of the Reference Asset falls below the Coupon Barrier Value on one or more of the specified Observation Dates.

You understand and accept that you will not participate in any appreciation of the Reference Asset, which may be significant, and that your return potential on the Notes is limited to the Contingent Coupons and Unpaid Coupon Amounts, if any, paid on the Notes.

You can tolerate a loss of a significant portion or all of the principal amount of your Notes, and you are willing and able to make an investment that may have the full downside market risk of an investment in the Reference Asset.

You do not anticipate that the Closing Value of the Reference Asset will fall below the Coupon Barrier Value on any Observation Date or below the Barrier Value on the Final Valuation Date.

You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of a Reference Asset or any securities to which a Reference Asset provides exposure, nor will you have any voting rights with respect to a Reference Asset or any securities to which a Reference Asset provides exposure.

You understand and accept the risks that (a) you will not receive a Contingent Coupon if the Closing Value of the Reference Asset is less than the Coupon Barrier Value on an Observation Date and (b) you will lose some or all of your principal at maturity if the Final Value of the Reference Asset is less than the Barrier Value.

You understand and accept the risk that you will not receive any Unpaid Coupon Amounts unless a Contingent Coupon becomes payable on a subsequent Observation Date.

You understand and accept the risk that, if the Notes are not redeemed prior to scheduled maturity, the payment at maturity, if any, will be based solely on the Reference Asset Return of the Reference Asset.

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

You are willing and able to accept the risk that the Notes may be redeemed prior to scheduled maturity 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 prior to scheduled maturity that may be similar to or exceed the downside fluctuations in the value of the Reference Asset.

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 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 fixed periodic interest or coupon payments or other non-contingent sources of current income, and/or you cannot tolerate receiving few or no Contingent Coupons over the term of the Notes in the event the Closing Value of the Reference Asset falls below the Coupon Barrier Value on one or more of the specified Observation Dates.

You seek an investment that participates in the full appreciation of the Reference Asset rather than an investment with a return that is limited to the Contingent Coupons and Unpaid Coupon Amounts, 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 some or all of the principal amount of the Notes in the event that the Final Value of the Reference Asset falls below the Barrier Value.

You anticipate that the Closing Value of the Reference Asset will decline during the term of the Notes such that the Closing Value of the Reference Asset will fall below the Coupon Barrier Value on one or more Observation Dates and/or the Final Value of the Reference Asset will fall below the Barrier Value.

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

You are unwilling or unable to accept the risk that the negative performance of the Reference Asset may cause you to not receive Contingent Coupons (and thus, Unpaid Coupon Amounts) and/or suffer a loss of principal at maturity.

You are unwilling or unable to accept the risk that the Notes may be redeemed prior to scheduled maturity.

You seek an investment that entitles you to dividends or distributions on, or voting rights related to a Reference Asset or any securities to which a Reference Asset provides exposure.

You cannot tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside fluctuations in the value of the Reference Asset.


 

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 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 and the documents referenced under “Additional Documents Related to the Offering of the Notes” in this pricing supplement. Neither the Issuer nor Barclays Capital Inc. makes any recommendation as to the appropriateness of the Notes for investment.

 


 

ADDITIONAL TERMS OF THE NOTES

The Observation Dates (including the Final Valuation Date), the Contingent Coupon Payment Dates, any Call Settlement Date and the Maturity Date are subject to postponement in certain circumstances, as described under “Reference Assets—Equity Securities—Market Disruption Events for Securities with an Equity Security as a Reference Asset” and “Terms of the Notes—Payment Dates” in the accompanying prospectus supplement.

In addition, the Reference Asset and the Notes are subject to adjustment by the Calculation Agent under certain circumstances, as described under “Reference Assets—Equity Securities—Share Adjustments Relating to Securities with an Equity Security as a Reference Asset” in the accompanying prospectus supplement.

 


 

HYPOTHETICAL EXAMPLES OF CONTINGENT COUPONS AND UNPAID COUPON AMOUNTS THAT MAY BE PAYABLE DURING THE TERM OF THE NOTES

The following examples demonstrate the circumstances under which you may receive a Contingent Coupon and/or any Unpaid Coupon Amounts on hypothetical Contingent Coupon Payment Dates during the term of the Notes. The numbers appearing in these tables are purely hypothetical and are provided for illustrative purposes only. These examples do not take into account any tax consequences from investing in the Notes and assume that the Notes are not redeemed prior to scheduled maturity.

Example 1: A Contingent Coupon is payable with respect to each Observation Date.

Observation Date

Is the Closing Value of the Reference Asset Less Than the Coupon Barrier Value?

Contingent Coupon

Unpaid Coupon Amount

Total Payment on Related Contingent Coupon Payment Date (per $1,000 Principal Amount Note)

1

No

$48.525

N/A

$48.525

2

No

$48.525

N/A

$48.525

3 - 5

With respect to each Observation Date, No

$48.525

N/A

$48.525

6

No

$48.525

N/A

$48.525

 

Because the Closing Value of the Reference Asset on each Observation Date is greater than or equal to the Coupon Barrier Value, a Contingent Coupon becomes payable on each Contingent Coupon Payment Date. The total amount of Contingent Coupons that you receive is $291.15 per $1,000 principal amount Note, the maximum possible amount of Contingent Coupons that you may receive.

 

Example 2: A Contingent Coupon is payable with respect to some Observation Dates but not with respect to other Observation Dates.

Observation Date

Is the Closing Value of the Reference Asset Less Than the Coupon Barrier Value?

Contingent Coupon

Unpaid Coupon Amount

Total Payment on Related Contingent Coupon Payment Date (per $1,000 Principal Amount Note)

1

Yes

$0.00

$48.525

$0.00

2

No

$48.525

N/A

$97.05

3 - 5

With respect to each Observation Date, No

$48.525

N/A

$48.525

6

Yes

$0.00

$48.525

$0.00

 

The total amount of Contingent Coupons that you receive is $242.625 per $1,000 principal amount Note, which includes an Unpaid Coupon Amount of $48.525 accrued in respect of the first Observation Date and payable on the second Contingent Coupon Payment Date.

This example is intended to illustrate how Unpaid Coupon Amounts may or may not become payable during the term of the Notes. No Contingent Coupons are payable with respect to the first and sixth Observation Dates because the Closing Value of the Reference Asset on each such date is less than the Coupon Barrier Value. Because no Contingent Coupon ever becomes payable after the sixth Observation Date, you will never receive the related Unpaid Coupon Amounts for the remaining Observation Dates after the sixth Observation Date.

 


 

Example 3: No Contingent Coupons are payable with respect any Observation Dates.

Observation Date

Is the Closing Value of the Reference Asset Less Than the Coupon Barrier Value?

Contingent Coupon

Unpaid Coupon Amount

Total Payment on Related Contingent Coupon Payment Date (per $1,000 Principal Amount Note)

1

Yes

$0.00

$48.525

$0.00

2

Yes

$0.00

$48.525

$0.00

3 - 5

With respect to each Observation Date, Yes

$0.00

$48.525

$0.00

6

Yes

$0.00

$48.525

$0.00

 

The total amount of Contingent Coupons that you receive during the term of the Notes is $0.00. Because no Contingent Coupon is payable on any Contingent Coupon Payment Date, you will not receive any Contingent Coupons, nor will you receive any Unpaid Coupon Amounts that have accrued.

This example demonstrates that you may not receive any Contingent Coupons during the term of the Notes.

 


 

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE UPON AUTOMATIC CALL

The following examples demonstrate the hypothetical total return upon an Automatic Call under various circumstances. The “total return” as used in these examples is the number, expressed as a percentage, that results from comparing the aggregate payments per $1,000 principal amount Note to $1,000. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the Notes. 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.

Example 1: The Notes are redeemed on the first Call Valuation Date.

Call Valuation Date

Is the Closing Value of the Reference Asset Less Than the Coupon Barrier Value?

Is the Closing Value of the Reference Asset Less Than the Call Value?

Contingent Coupon

Unpaid Coupon Amount

Total Payment on Related Contingent Coupon Payment Date (per $1,000 principal amount Note)

1

No

No

$48.525

N/A

$1,048.525

 

Because the Closing Value of the Reference Asset on the first Call Valuation Date is greater than or equal to the Call Value, the Notes are redeemed and you will receive the Redemption Price on the related Call Settlement Date.

The Notes will cease to be outstanding after the Call Settlement Date, and you will not receive any further payments on the Notes.

The total return on investment of the Notes is 4.8525%.

Example 2: The Notes are redeemed on the third Call Valuation Date.

Call Valuation Date

Is the Closing Value of the Reference Asset Less Than the Coupon Barrier Value?

Is the Closing Value of the Reference Asset Less Than the Call Value?

Contingent Coupon

Unpaid Coupon Amount

Total Payment on Related Contingent Coupon Payment Date (per $1,000 principal amount Note)

1

No

Yes

$48.525

N/A

$48.525

2

No

Yes

$48.525

N/A

$48.525

3

No

No

$48.525

N/A

$1,048.525**

 

** Any Unpaid Coupon Amount has been paid on a previous Contingent Coupon Payment Date.

Because the Closing Value of the Reference Asset on the third Call Valuation Date is greater than or equal to the Call Value, the Notes are redeemed and you will receive the Redemption Price on the related Call Settlement Date.

The Notes will cease to be outstanding after the Call Settlement Date, and you will not receive any further payments on the Notes.

The total return on investment of the Notes is 14.5575%.

Example 3: The Notes are redeemed on the final Call Valuation Date.

Call Valuation Date

Is the Closing Value of the Reference Asset Less Than the Coupon Barrier Value?

Is the Closing Value of the Reference Asset Less Than the Call Value?

Contingent Coupon

Unpaid Coupon Amount

Total Payment on Related Contingent Coupon Payment Date (per $1,000 principal amount Note)

1

Yes

Yes

$0.00

$48.525

$0.00

2 - 4

With respect to each Call Valuation Date, Yes

With respect to each Call Valuation Date, Yes

$0.00

$48.525

$0.00

5

No

No

$48.525

N/A

$1,242.625**

 


 

** Assumes NO Contingent Coupons have been previously paid. Accordingly, this amount includes the Contingent Coupon that is payable on this Contingent Coupon Payment Date plus the Unpaid Coupon Amounts that have accrued.

Because the Closing Value of the Reference Asset on the final Call Valuation Date is greater than or equal to the Call Value, the Notes are redeemed and you will receive the Redemption Price on the related Call Settlement Date. Example 3 demonstrates that the Closing Value of the Reference Asset is less than its Coupon Barrier Value on each Observation Date prior to the final Call Valuation Date. Accordingly, no Contingent Coupons are payable on the Notes until the final Call Valuation Date.

The Notes will cease to be outstanding after the Call Settlement Date, and you will not receive any further payments on the Notes.

The total return on investment of the Notes is 24.2625%.

Each of the examples above demonstrate that the return on the Notes upon an Automatic Call will be limited to the Contingent Coupons, if any, that may be payable on the Notes up to and including the applicable Call Settlement Date.

Each of the examples above demonstrate that the return on your Notes will be limited to the Contingent Coupons and any Unpaid Coupon Amounts that may be payable on the Notes. Each of these examples also demonstrate that, if the Closing Value of the Reference Asset is less than the Coupon Barrier Value on an Observation Date, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date. If a Contingent Coupon does not become payable with respect to an Observation Date (and instead becomes an Unpaid Coupon Amount), you will receive payment of such amount only if a Contingent Coupon becomes payable with respect to a future Observation Date. If a Contingent Coupon fails to become payable with respect to an Observation Date, and if the Closing Value of the Reference Asset is less than the Coupon Barrier Value on each subsequent Observation Date, you will never receive payment of the Unpaid Coupon Amount(s). If the Closing Value of the Reference Asset is less than the Coupon Barrier Value on each Observation Date, you will not receive any coupon payments during the term of the Notes.


 

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 Value of the Reference Asset: 100.00*

Hypothetical Coupon Barrier Value for the Reference Asset: 70.00 (70.00% of the hypothetical Initial Value set forth above)*

Hypothetical Barrier Value for the Reference Asset: 70.00 (70.00% of the hypothetical Initial Value set forth above)*

You hold the Notes to maturity, and the Notes are NOT redeemed prior to scheduled maturity.

* The hypothetical Initial Value of 100.00, the hypothetical Coupon Barrier Value of 70.00 and the hypothetical Barrier Value of 70.00 for the Reference Asset have been chosen for illustrative purposes only. The actual Initial Value, Coupon Barrier Value and Barrier Value for the Reference Asset are as set forth on the cover of this pricing supplement.

 

Final Value

Reference Asset Return

Payment at Maturity**

$150.00

50.00%

$1,000.00

$140.00

40.00%

$1,000.00

$130.00

30.00%

$1,000.00

$120.00

20.00%

$1,000.00

$110.00

10.00%

$1,000.00

$100.00

0.00%

$1,000.00

$90.00

-10.00%

$1,000.00

$80.00

-20.00%

$1,000.00

$70.00

-30.00%

$1,000.00

$60.00

-40.00%

$600.00

$50.00

-50.00%

$500.00

$40.00

-60.00%

$400.00

$30.00

-70.00%

$300.00

$20.00

-80.00%

$200.00

$10.00

-90.00%

$100.00

$0.00

-100.00%

$0.00

 

** per $1,000 principal amount Note, excluding the final Contingent Coupon that may be payable on the Maturity Date.

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

Example 1: The Final Value of the Reference Asset is $140.00.

Because the Final Value of the Reference Asset is greater 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 (plus (i) the Contingent Coupon that will otherwise be payable on the Maturity Date and (ii) any Unpaid Coupon Amounts that have not previously been paid).

Example 2: The Final Value of the Reference Asset is $80.00.

Because the Final Value of the Reference Asset is greater 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 (plus (i) the Contingent Coupon that will otherwise be payable on the Maturity Date and (ii) any Unpaid Coupon Amounts that have not previously been paid).

Example 3: The Final Value of the Reference Asset is $40.00.

Because the Final Value of the Reference Asset is less 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 × Reference Asset Return of the Reference Asset]

$1,000 + [$1,000 × -60.00%] = $400.00

In addition, because the Final Value of the Reference Asset is less than the Coupon Barrier Value, you will not receive a Contingent Coupon on the Maturity Date, nor will you receive any accrued Unpaid Coupon Amounts.

Example 3 demonstrates that if the Notes are not redeemed prior to scheduled maturity, and if the Final Value is less than the Barrier Value, your investment in the Notes will be fully exposed to the decline of the Reference Asset from the Initial Value.

If the Notes are not redeemed prior to scheduled maturity, 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 Reference Asset or its components, if any. 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 redeemed prior to scheduled maturity, and if the Final Value of the Reference Asset is less than the Barrier Value, your Notes will be fully exposed to the decline of the Reference Asset from the Initial Value. You may lose up to 100.00% of the principal amount of your Notes.

Potential Return is Limited to the Contingent Coupons, If Any, and You Will Not Participate in Any Appreciation of The Reference Asset — The potential positive return on the Notes is limited to the Contingent Coupons, if any, that may be payable during the term of the Notes (whether paid as Contingent Coupons on the Contingent Coupon Payment Date following an Observation Date or as Unpaid Coupon Amounts on a subsequent Contingent Coupon Payment Date). You will not participate in any appreciation in the value of the Reference Asset, which may be significant, even though you will be exposed to the depreciation in the value of the Reference Asset if the Notes are not redeemed and the Final Value of the Reference Asset is less than the Barrier Value.

You May Not Receive Any Contingent Coupon Payments on the Notes — The Issuer will not necessarily make periodic coupon payments on the Notes. You will receive a Contingent Coupon on a Contingent Coupon Payment Date only if the Closing Value of the Reference Asset on the related Observation Date is greater than or equal to the Coupon Barrier Value. If the Closing Value of the Reference Asset on an Observation Date is less than the Coupon Barrier Value, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date and you will only receive the related Unpaid Coupon Amount if a Contingent Coupon becomes payable on a future Observation Date. If a Contingent Coupon fails to become payable on an Observation Date (and instead becomes an Unpaid Coupon Amount), and no Contingent Coupon becomes payable on any future Observation Date, you will never receive payment of the Unpaid Coupon Amount(s). If the Closing Value of the Reference Asset is less than the Coupon Barrier Value on each Observation Date, you will not receive any Contingent Coupons during the term of the Notes.

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 amount of any coupon payments that may be payable under the Notes is based on a number of factors, including the expected volatility of the Reference Asset. The amount of such coupon payments will be paid at 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 have been had the expected volatility of the Reference Asset been lower. As volatility of the Reference Asset increases, there will typically be a greater likelihood that (a) the Closing Value of the Reference Asset on one or more Observation Dates will be less than the Coupon Barrier Value and (b) the Final Value of the Reference Asset will be less than the Barrier Value.

Accordingly, you should understand that a higher coupon payment amount reflects, among other things, an indication of a greater likelihood that you will (a) not receive coupon payments with respect to one or more Observation Dates and/or (b) incur a loss of principal at maturity than would have been the case had the amount of such coupon payments been lower. In addition, actual volatility over the term of the Notes may be significantly higher than the 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 not receive coupon payments and/or that you will lose some or all of your principal at maturity for the reasons described above.

Early 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 redeemed prior to maturity, as described above, and the holding period over which you may receive any coupon payments that may be payable under the Notes could be as short as approximately three months.

The Redemption Price that you would receive on a Call Settlement Date, together with any coupon payments that you may have received prior to the Call Settlement Date, may be less than the aggregate amount of payments that you would have received had the Notes not been redeemed. 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 redeemed prior to the Maturity Date. No additional payments will be due after the relevant Call Settlement Date. The fact that the Notes may be redeemed prior to maturity 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 Reference Asset on the Dates Specified — Any payment on the Notes will be determined based on the Closing Values of the Reference Asset on the dates specified. You will not benefit from any more favorable values of the Reference Asset determined at any other time.

Contingent Repayment of Any Principal Amount Applies Only at Maturity or upon Any Redemption — You should be willing to hold your Notes to maturity or any redemption. Although the Notes provide for the contingent repayment of the principal amount of your Notes at maturity, provided that the Final Value of the Reference Asset is greater than or equal to the Barrier Value, or upon any 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 Reference Asset has increased from the Initial Value. See “Many Economic and Market Factors Will Impact the Value of the Notes” below.

Owning the Notes is Not the Same as Owning a Reference Asset or Any Securities to which a Reference Asset Provides Exposure — The return on the Notes may not reflect the return you would realize if you actually owned a Reference Asset or any securities to which a Reference Asset provides exposure. As a holder of the Notes, you will not have voting rights or rights to receive dividends or other distributions or any other rights that holders of a Reference Asset or any securities to which a Reference Asset provides exposure may have.

Tax Treatment — Significant aspects of the tax treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation. See “Tax Considerations” below.

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 Reference Asset

Historical Performance of the Reference Asset Should Not Be Taken as Any Indication of the Future Performance of the Reference Asset Over the Term of the Notes — The value of the Reference Asset has fluctuated in the past and may, in the future, experience significant fluctuations. The historical performance of the Reference Asset is not an indication of the future performance of the Reference Asset over the term of the Notes. Therefore, the performance of the Reference Asset over the term of the Notes may bear no relation or resemblance to the historical performance of the Reference Asset.

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 a Reference Asset 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.

Single Equity Risk — The value of the Reference Asset can rise or fall sharply due to factors specific to the Reference Asset, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other information filed periodically with the SEC by the Reference Asset. We have not undertaken any independent review or due diligence of the SEC filings of the Reference Asset or of any other publicly available information regarding the Reference Asset.

Anti-Dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-Dilution Adjustments — The Calculation Agent may in its sole discretion make adjustments affecting the amounts payable on the Notes upon the occurrence of certain corporate events (such as stock splits or extraordinary or special dividends) that the Calculation Agent


 

determines have a diluting or concentrative effect on the theoretical value of the Reference Asset. However, the Calculation Agent might not make such adjustments in response to all events that could affect the Reference Asset. The occurrence of any such event and any adjustment made by the Calculation Agent (or a determination by the Calculation Agent not to make any adjustment) may adversely affect any amounts payable on the Notes. See “Reference Assets—Equity Securities—Share Adjustments Relating to Securities with an Equity Security as a Reference Asset” in the accompanying prospectus supplement.

Reorganization Or Other Events Could Adversely Affect the Value of the Notes Or Result in the Notes Being Accelerated — Upon the occurrence of certain reorganization events or a nationalization, expropriation, liquidation, bankruptcy, insolvency or de-listing of the Reference Asset, the Calculation Agent may replace the Reference Asset with shares of another company identified as described in the prospectus supplement or, in some cases, with shares, cash or other assets distributed to holders of the Reference Asset upon the occurrence of that event. In the alternative, the Calculation Agent may accelerate the Maturity Date for a payment determined by the Calculation Agent or may make other changes to the terms of the Notes to account for the occurrence of that event. Any decision by the Calculation Agent to replace the Reference Asset, to accelerate the Notes or to otherwise adjust the terms of the Notes could adversely affect the value of, and any amount payable on, the Notes, perhaps significantly, and could result in a significantly lower return on the Notes than if the Calculation Agent had made a different decision. See “Reference Assets—Equity Securities—Share Adjustments Relating to Securities with an Equity Security as a Reference Asset” in the accompanying prospectus supplement.

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 Reference Asset or its components, if any. 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 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 Reference Asset and make any other determinations necessary to calculate any payments on the Notes. In making these determinations, the Calculation Agent may be required to make discretionary judgements relating to the Reference Asset, including those described in the accompanying prospectus supplement and this pricing supplement. 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

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 (including any structuring or other distribution related 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 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.

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 willing and able 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 market price of, dividend rate on and expected volatility of the Reference Asset or the components of the Reference Asset, if any;

othe time to maturity of the Notes;

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.

 


 

INFORMATION REGARDING THE REFERENCE ASSET

We urge you to read the following section in the accompanying prospectus supplement: “Reference Assets—Equity Securities—Reference Asset Issuer and Reference Asset Information.” Companies with securities registered under the Securities Exchange Act of 1934, as amended, which is commonly referred to as the “Exchange Act,” and the Investment Company Act of 1940, as amended, which is commonly referred to as the “’40 Act,” are required to periodically file certain financial and other information specified by the SEC. Information provided to or filed with the SEC electronically can be accessed through a website maintained by the SEC. The address of the SEC’s website is http://www.sec.gov. Information provided to or filed with the SEC pursuant to the Exchange Act or the ’40 Act by the company issuing the Reference Asset can be located by reference to the SEC file number specified below.

The summary information below regarding the Reference Asset comes from the company’s SEC filings. You are urged to refer to the SEC filings made by the company and to other publicly available information (such as the company’s annual report) to obtain an understanding of the company’s business and financial prospects. The summary information contained below is not designed to be, and should not be interpreted as, an effort to present information regarding the financial prospects of any issuer or any trends, events or other factors that may have a positive or negative influence on those prospects or as an endorsement of any particular company. We have not undertaken any independent review or due diligence of the SEC filings of the issuer of the Reference Asset or of any other publicly available information regarding such issuer.

Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying prospectus or prospectus supplement. We have not undertaken any independent review or due diligence of the SEC filings of the Reference Asset or any other publicly available information regarding the Reference Asset.

We obtained the historical trading price information with respect to the Reference Asset set forth below from Bloomberg Professional® service (“Bloomberg”). We have not independently verified the accuracy or completeness of the information obtained from Bloomberg.

Kenvue Inc.

According to publicly available information, Kenvue Inc. operates as a consumer health company. The company offers a consumer health portfolio in self-care, skin, beauty, and essential health products. Kenvue Inc. serves customers worldwide.

Information filed by Kenvue Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-41697. The common stock of Kenvue Inc. is listed on the New York Stock Exchange under the ticker symbol “KVUE.”

Historical Performance of the Reference Asset

The graph below sets forth the historical performance of the Reference Asset based on the daily Closing Value from May 4, 2023 through October 17, 2025. The common stock of Kenvue Inc. began trading on the New York Stock Exchange on May 4, 2023 and therefore has limited performance history. We obtained the Closing Values shown in the graph below from Bloomberg. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. These historical closing values may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.

Historical Performance of the Common Stock of Kenvue Inc.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS


 

TAX CONSIDERATIONS

You should review carefully the sections in the accompanying prospectus supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts with Associated Coupons” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders.”

In determining our reporting responsibilities, if any, we intend to treat (i) the Notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons and (ii) any Contingent Coupon payments as ordinary income, as described in the section entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts with Associated Coupons” in the accompanying prospectus supplement. Our special tax counsel, Davis Polk & Wardwell LLP, has advised that it believes this treatment to be reasonable, but that there are other reasonable treatments that the Internal Revenue Service (the “IRS”) or a court may adopt.

Sale, exchange or redemption of a Note. Assuming the treatment described above 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 (assuming Contingent Coupon payments are properly treated as ordinary income, consistent with the position referred to above). This gain or loss should be short-term capital gain or loss unless you hold the Notes for more than one 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 the Notes at the issue price. The deductibility of capital losses is subject to limitations. If you sell your Notes between the time your right to a Contingent Coupon payment is fixed and the time it is paid, it is likely that you will be treated as receiving ordinary income equal to the Contingent Coupon payment. Although uncertain, it is possible that proceeds received from the sale or exchange of your Notes prior to an Observation Date but that can be attributed to an expected Contingent Coupon payment could be treated as ordinary income. You should consult your tax advisor regarding this issue.

As noted above, there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the Notes could be materially 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 and the relevance of factors such as the nature of the underlying property to which the instruments are linked. 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 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.

Non-U.S. holders. Insofar as we have responsibility as a withholding agent, we do not currently intend to treat Contingent Coupon payments to non-U.S. holders (as defined in the accompanying prospectus supplement) as subject to U.S. withholding tax. 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.


 

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.

 

 

FAQ

What are the key terms of Barclays’ AutoCallable Notes linked to Kenvue?

They pay $48.525 per $1,000 (19.41% p.a.) when Kenvue closes at or above $10.70 on observation dates, may auto-call at $15.29, and mature on April 22, 2027.

When can the notes be automatically called and what is paid?

If Kenvue’s closing price is at or above $15.29 on a call valuation date, the notes are redeemed for $1,000 per note plus any due contingent coupon and unpaid coupon amounts.

How much principal risk is there at maturity?

If not called and Kenvue’s final value is below the $10.70 barrier, repayment is reduced by the Reference Asset Return; investors can lose up to 100% of principal.

What are the offering economics and estimated value?

Price to public 100.00%, agent’s commission 2.75%, proceeds to issuer 97.25%. Barclays’ estimated value is $927 per $1,000 note on the initial valuation date.

What dates should investors know?

Initial Valuation Date: October 17, 2025; Issue Date: October 22, 2025; Final Valuation Date: April 19, 2027; Maturity Date: April 22, 2027.

Are payments guaranteed or insured?

No. Payments are unsecured obligations of Barclays Bank PLC and are subject to its credit and the U.K. Bail-in Power.

Will the notes be listed or have a liquid market?

No U.S. exchange listing is planned. Any secondary market would be at dealer discretion and may be limited.
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