STOCK TITAN

[424B2] iPath Series B S&P 500 VIX Mid-Term Futures ETN Prospectus Supplement

Filing Impact
(No impact)
Filing Sentiment
(Neutral)
Form Type
424B2
Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 6 for Gabelli Healthcare & Wellness Rx Trust (GRX) Preferred Shares discloses updated ownership information for multiple Gabelli-related entities and individuals.

Aggregate ownership: The Reporting Persons now hold 1,514,000 preferred shares, equal to 45.49 % of the 3,328,500 shares outstanding as of 30 Jun 2025. Key positions include:

  • Associated Capital Group (AC): 400,000 shares – 12.02 %
  • GAMCO Investors (GBL): 400,000 shares – 12.02 %
  • Mario J. Gabelli (individual): 400,000 shares – 12.02 %
  • Gabelli Foundation: 314,000 shares – 9.43 %

Recent transactions (26 Jun 2025): Several entities surrendered a total of 1,440,000 preferred shares (Series E & Series G) at $10.00 per share under the Fund’s put right to redeem up to 100 % of its outstanding cumulative preferred stock. The largest single surrender was 830,000 shares by Mario J. Gabelli.

Post-transaction, the group retains a controlling minority of the preferred class, maintaining significant influence over matters requiring preferred-shareholder approval. All reporting persons exercise sole voting and dispositive power over their respective holdings; no shared power is reported. No new legal proceedings or changes in control arrangements were disclosed.

Implications for investors: While the surrender materially reduces absolute ownership, the group’s collective stake remains large at 45 %. The buy-back at par ($10) may signal limited upside in the current preferred valuation and could affect liquidity of the remaining float. However, continued alignment of interests between the Gabelli entities and preferred shareholders persists.

Emendamento No. 6 al Schedule 13D/A per le Azioni Preferenziali di Gabelli Healthcare & Wellness Rx Trust (GRX) rivela informazioni aggiornate sulla proprietà di più entità e individui legati a Gabelli.

Proprietà aggregata: Le Persone che rendono la comunicazione detengono ora 1.514.000 azioni preferenziali, pari al 45,49% delle 3.328.500 azioni in circolazione al 30 giugno 2025. Le posizioni principali includono:

  • Associated Capital Group (AC): 400.000 azioni – 12,02%
  • GAMCO Investors (GBL): 400.000 azioni – 12,02%
  • Mario J. Gabelli (individuale): 400.000 azioni – 12,02%
  • Gabelli Foundation: 314.000 azioni – 9,43%

Transazioni recenti (26 giugno 2025): Diverse entità hanno ceduto un totale di 1.440.000 azioni preferenziali (Serie E e Serie G) a 10,00 $ per azione nell’ambito del diritto di riscatto del Fondo, che consente il rimborso fino al 100% delle azioni preferenziali cumulative in circolazione. La singola cessione più grande è stata di 830.000 azioni da parte di Mario J. Gabelli.

Dopo la transazione, il gruppo mantiene una minoranza di controllo della classe preferenziale, conservando un’influenza significativa sulle questioni che richiedono l’approvazione degli azionisti preferenziali. Tutte le persone che rendono la comunicazione esercitano pieno potere di voto e di disposizione sulle rispettive partecipazioni; non è stato segnalato alcun potere condiviso. Non sono stati comunicati nuovi procedimenti legali o cambiamenti negli accordi di controllo.

Implicazioni per gli investitori: Sebbene la cessione riduca significativamente la proprietà assoluta, la quota collettiva del gruppo rimane elevata al 45%. Il riacquisto al valore nominale (10 $) potrebbe indicare un potenziale limitato di apprezzamento nell’attuale valutazione delle azioni preferenziali e potrebbe influire sulla liquidità del flottante residuo. Tuttavia, persiste un’allineamento continuo degli interessi tra le entità Gabelli e gli azionisti preferenziali.

Enmienda No. 6 al Schedule 13D/A para las Acciones Preferentes de Gabelli Healthcare & Wellness Rx Trust (GRX) revela información actualizada sobre la propiedad de múltiples entidades e individuos relacionados con Gabelli.

Propiedad agregada: Las Personas que reportan ahora poseen 1.514.000 acciones preferentes, equivalentes al 45,49 % de las 3.328.500 acciones en circulación al 30 de junio de 2025. Las posiciones clave incluyen:

  • Associated Capital Group (AC): 400.000 acciones – 12,02 %
  • GAMCO Investors (GBL): 400.000 acciones – 12,02 %
  • Mario J. Gabelli (individual): 400.000 acciones – 12,02 %
  • Gabelli Foundation: 314.000 acciones – 9,43 %

Transacciones recientes (26 de junio de 2025): Varias entidades entregaron un total de 1.440.000 acciones preferentes (Series E y Series G) a 10,00 $ por acción bajo el derecho de rescate del Fondo para recomprar hasta el 100 % de sus acciones preferentes acumulativas en circulación. La entrega individual más grande fue de 830.000 acciones por parte de Mario J. Gabelli.

Tras la transacción, el grupo mantiene una minoría controladora de la clase preferente, conservando una influencia significativa sobre asuntos que requieren la aprobación de los accionistas preferentes. Todas las personas que reportan ejercen poder exclusivo de voto y disposición sobre sus respectivas participaciones; no se reporta poder compartido. No se divulgaron nuevos procedimientos legales ni cambios en los acuerdos de control.

Implicaciones para los inversores: Aunque la entrega reduce materialmente la propiedad absoluta, la participación colectiva del grupo sigue siendo alta, en un 45 %. La recompra a valor nominal (10 $) puede indicar un potencial limitado de apreciación en la valoración actual de las acciones preferentes y podría afectar la liquidez del flotante restante. Sin embargo, continúa la alineación de intereses entre las entidades Gabelli y los accionistas preferentes.

Gabelli Healthcare & Wellness Rx Trust (GRX) 우선주에 대한 Schedule 13D/A 6차 수정 보고서는 Gabelli 관련 여러 법인 및 개인의 소유권 현황을 업데이트하여 공개합니다.

총 소유권: 보고자들은 현재 1,514,000주 우선주를 보유하고 있으며, 이는 2025년 6월 30일 기준 총 3,328,500주 중 45.49%에 해당합니다. 주요 보유 내역은 다음과 같습니다:

  • Associated Capital Group (AC): 400,000주 – 12.02%
  • GAMCO Investors (GBL): 400,000주 – 12.02%
  • Mario J. Gabelli (개인): 400,000주 – 12.02%
  • Gabelli Foundation: 314,000주 – 9.43%

최근 거래 (2025년 6월 26일): 여러 법인이 총 1,440,000주 우선주 (E 시리즈 및 G 시리즈)를 주당 10.00달러에 펀드의 풋옵션 권리를 행사하여 전액 상환했습니다. 가장 큰 단일 상환은 Mario J. Gabelli의 830,000주였습니다.

거래 후, 해당 그룹은 우선주 클래스의 지배적 소수 지분을 유지하며 우선주주 승인 필요 사항에 대해 상당한 영향력을 보유하고 있습니다. 모든 보고자는 각자의 보유 주식에 대해 단독 의결권 및 처분권을 행사하며, 공동 권한은 보고되지 않았습니다. 새로운 법적 절차나 지배구조 변경 사항은 공개되지 않았습니다.

투자자에 대한 시사점: 이번 상환으로 절대 소유권은 크게 감소했지만, 그룹의 총 지분은 여전히 45%로 큽니다. 액면가(10달러)로의 환매는 현재 우선주 평가에서 상승 여력이 제한적임을 시사할 수 있으며, 남은 유통 주식의 유동성에 영향을 줄 수 있습니다. 그러나 Gabelli 관련 법인과 우선주주 간 이해관계는 계속 일치하고 있습니다.

Amendement n°6 au Schedule 13D/A concernant les actions privilégiées de Gabelli Healthcare & Wellness Rx Trust (GRX) divulgue des informations mises à jour sur la propriété de plusieurs entités et individus liés à Gabelli.

Propriété globale : Les personnes déclarante détiennent désormais 1 514 000 actions privilégiées, soit 45,49 % des 3 328 500 actions en circulation au 30 juin 2025. Les positions clés comprennent :

  • Associated Capital Group (AC) : 400 000 actions – 12,02 %
  • GAMCO Investors (GBL) : 400 000 actions – 12,02 %
  • Mario J. Gabelli (individu) : 400 000 actions – 12,02 %
  • Gabelli Foundation : 314 000 actions – 9,43 %

Transactions récentes (26 juin 2025) : Plusieurs entités ont cédé un total de 1 440 000 actions privilégiées (séries E et G) à 10,00 $ par action dans le cadre du droit de rachat du Fonds visant à racheter jusqu’à 100 % de ses actions privilégiées cumulatives en circulation. La plus grande cession individuelle a été de 830 000 actions par Mario J. Gabelli.

Après la transaction, le groupe conserve une minorité contrôlante de la catégorie privilégiée, maintenant une influence significative sur les questions nécessitant l’approbation des actionnaires privilégiés. Toutes les personnes déclarante exercent un pouvoir exclusif de vote et de disposition sur leurs participations respectives ; aucun pouvoir partagé n’est signalé. Aucune nouvelle procédure judiciaire ni modification des accords de contrôle n’a été divulguée.

Implications pour les investisseurs : Bien que la cession réduise sensiblement la propriété absolue, la participation collective du groupe reste importante à 45 %. Le rachat à la valeur nominale (10 $) pourrait indiquer un potentiel limité à la hausse dans l’évaluation actuelle des actions privilégiées et pourrait affecter la liquidité du flottant restant. Cependant, l’alignement continu des intérêts entre les entités Gabelli et les actionnaires privilégiés persiste.

Schedule 13D/A Änderung Nr. 6 für Gabelli Healthcare & Wellness Rx Trust (GRX) Vorzugsaktien offenbart aktualisierte Eigentumsinformationen für mehrere gabelli-bezogene Einheiten und Personen.

Gesamteigentum: Die meldenden Personen halten nun 1.514.000 Vorzugsaktien, was 45,49 % der 3.328.500 ausstehenden Aktien zum 30. Juni 2025 entspricht. Wichtige Positionen umfassen:

  • Associated Capital Group (AC): 400.000 Aktien – 12,02 %
  • GAMCO Investors (GBL): 400.000 Aktien – 12,02 %
  • Mario J. Gabelli (einzeln): 400.000 Aktien – 12,02 %
  • Gabelli Foundation: 314.000 Aktien – 9,43 %

Jüngste Transaktionen (26. Juni 2025): Mehrere Einheiten gaben insgesamt 1.440.000 Vorzugsaktien (Serie E & Serie G) zu 10,00 $ pro Aktie im Rahmen des Rückkaufsrechts des Fonds zurück, um bis zu 100 % der ausstehenden kumulativen Vorzugsaktien einzulösen. Die größte einzelne Rückgabe betrug 830.000 Aktien durch Mario J. Gabelli.

Nach der Transaktion behält die Gruppe eine kontrollierende Minderheit der Vorzugsklasse und behält erheblichen Einfluss auf Angelegenheiten, die die Zustimmung der Vorzugsaktionäre erfordern. Alle meldenden Personen üben alleiniges Stimm- und Verfügungsrecht über ihre jeweiligen Beteiligungen aus; keine geteilte Macht wurde gemeldet. Es wurden keine neuen Rechtsverfahren oder Änderungen der Kontrollvereinbarungen offengelegt.

Auswirkungen für Investoren: Obwohl die Rückgabe das absolute Eigentum erheblich reduziert, bleibt der kollektive Anteil der Gruppe mit 45 % groß. Der Rückkauf zum Nennwert (10 $) könnte auf ein begrenztes Aufwärtspotenzial bei der aktuellen Vorzugsbewertung hinweisen und die Liquidität des verbleibenden Streubesitzes beeinträchtigen. Dennoch besteht weiterhin eine Interessensübereinstimmung zwischen den Gabelli-Einheiten und den Vorzugsaktionären.

Positive
  • Reporting group retains a significant 45.49 % stake, ensuring continued alignment with other preferred shareholders.
  • Redemption performed at full par value ($10), providing immediate liquidity to surrendering holders without discount.
Negative
  • Large reduction of 1.44 million shares suggests diminished absolute commitment by Gabelli entities.
  • Issuer cash outflow for redemption (details not provided) could pressure liquidity and future dividend coverage.

Insights

TL;DR: Gabelli entities cut preferred stake via fund put; still hold 45%, impact neutral.

The amendment shows a sizeable redemption—1.44 million shares—at $10.00, executed through the issuer’s contractual put right. Despite the reduction, the Gabelli complex maintains an influential 45% ownership. Redemption proceeds may reflect capital re-allocation rather than a bearish view, as the shares were put at mandatory terms, not open-market sales. No premium or discount was involved, limiting market-price signaling. Ownership concentration remains high, preserving potential board or voting leverage. Overall market impact is muted: free float increases modestly, but issuer cash outflow (not detailed here) may marginally pressure liquidity ratios. I assign a neutral (0) impact rating.

TL;DR: Large redemption improves holder liquidity but signals par-value ceiling.

The mass surrender implies holders preferred guaranteed par value over continued yield, suggesting limited upside in GRX preferreds above $10. The issuer’s willingness (or obligation) to redeem such volume indicates adequate cash or refinancing capacity, but investors should verify balance-sheet effects in subsequent filings. Remaining Gabelli alignment (45%) still supports governance continuity. From a portfolio perspective, this event is not a catalyst for common shares but worth monitoring for preferred liquidity and future coupon coverage. Rating 0 (neutral).

Emendamento No. 6 al Schedule 13D/A per le Azioni Preferenziali di Gabelli Healthcare & Wellness Rx Trust (GRX) rivela informazioni aggiornate sulla proprietà di più entità e individui legati a Gabelli.

Proprietà aggregata: Le Persone che rendono la comunicazione detengono ora 1.514.000 azioni preferenziali, pari al 45,49% delle 3.328.500 azioni in circolazione al 30 giugno 2025. Le posizioni principali includono:

  • Associated Capital Group (AC): 400.000 azioni – 12,02%
  • GAMCO Investors (GBL): 400.000 azioni – 12,02%
  • Mario J. Gabelli (individuale): 400.000 azioni – 12,02%
  • Gabelli Foundation: 314.000 azioni – 9,43%

Transazioni recenti (26 giugno 2025): Diverse entità hanno ceduto un totale di 1.440.000 azioni preferenziali (Serie E e Serie G) a 10,00 $ per azione nell’ambito del diritto di riscatto del Fondo, che consente il rimborso fino al 100% delle azioni preferenziali cumulative in circolazione. La singola cessione più grande è stata di 830.000 azioni da parte di Mario J. Gabelli.

Dopo la transazione, il gruppo mantiene una minoranza di controllo della classe preferenziale, conservando un’influenza significativa sulle questioni che richiedono l’approvazione degli azionisti preferenziali. Tutte le persone che rendono la comunicazione esercitano pieno potere di voto e di disposizione sulle rispettive partecipazioni; non è stato segnalato alcun potere condiviso. Non sono stati comunicati nuovi procedimenti legali o cambiamenti negli accordi di controllo.

Implicazioni per gli investitori: Sebbene la cessione riduca significativamente la proprietà assoluta, la quota collettiva del gruppo rimane elevata al 45%. Il riacquisto al valore nominale (10 $) potrebbe indicare un potenziale limitato di apprezzamento nell’attuale valutazione delle azioni preferenziali e potrebbe influire sulla liquidità del flottante residuo. Tuttavia, persiste un’allineamento continuo degli interessi tra le entità Gabelli e gli azionisti preferenziali.

Enmienda No. 6 al Schedule 13D/A para las Acciones Preferentes de Gabelli Healthcare & Wellness Rx Trust (GRX) revela información actualizada sobre la propiedad de múltiples entidades e individuos relacionados con Gabelli.

Propiedad agregada: Las Personas que reportan ahora poseen 1.514.000 acciones preferentes, equivalentes al 45,49 % de las 3.328.500 acciones en circulación al 30 de junio de 2025. Las posiciones clave incluyen:

  • Associated Capital Group (AC): 400.000 acciones – 12,02 %
  • GAMCO Investors (GBL): 400.000 acciones – 12,02 %
  • Mario J. Gabelli (individual): 400.000 acciones – 12,02 %
  • Gabelli Foundation: 314.000 acciones – 9,43 %

Transacciones recientes (26 de junio de 2025): Varias entidades entregaron un total de 1.440.000 acciones preferentes (Series E y Series G) a 10,00 $ por acción bajo el derecho de rescate del Fondo para recomprar hasta el 100 % de sus acciones preferentes acumulativas en circulación. La entrega individual más grande fue de 830.000 acciones por parte de Mario J. Gabelli.

Tras la transacción, el grupo mantiene una minoría controladora de la clase preferente, conservando una influencia significativa sobre asuntos que requieren la aprobación de los accionistas preferentes. Todas las personas que reportan ejercen poder exclusivo de voto y disposición sobre sus respectivas participaciones; no se reporta poder compartido. No se divulgaron nuevos procedimientos legales ni cambios en los acuerdos de control.

Implicaciones para los inversores: Aunque la entrega reduce materialmente la propiedad absoluta, la participación colectiva del grupo sigue siendo alta, en un 45 %. La recompra a valor nominal (10 $) puede indicar un potencial limitado de apreciación en la valoración actual de las acciones preferentes y podría afectar la liquidez del flotante restante. Sin embargo, continúa la alineación de intereses entre las entidades Gabelli y los accionistas preferentes.

Gabelli Healthcare & Wellness Rx Trust (GRX) 우선주에 대한 Schedule 13D/A 6차 수정 보고서는 Gabelli 관련 여러 법인 및 개인의 소유권 현황을 업데이트하여 공개합니다.

총 소유권: 보고자들은 현재 1,514,000주 우선주를 보유하고 있으며, 이는 2025년 6월 30일 기준 총 3,328,500주 중 45.49%에 해당합니다. 주요 보유 내역은 다음과 같습니다:

  • Associated Capital Group (AC): 400,000주 – 12.02%
  • GAMCO Investors (GBL): 400,000주 – 12.02%
  • Mario J. Gabelli (개인): 400,000주 – 12.02%
  • Gabelli Foundation: 314,000주 – 9.43%

최근 거래 (2025년 6월 26일): 여러 법인이 총 1,440,000주 우선주 (E 시리즈 및 G 시리즈)를 주당 10.00달러에 펀드의 풋옵션 권리를 행사하여 전액 상환했습니다. 가장 큰 단일 상환은 Mario J. Gabelli의 830,000주였습니다.

거래 후, 해당 그룹은 우선주 클래스의 지배적 소수 지분을 유지하며 우선주주 승인 필요 사항에 대해 상당한 영향력을 보유하고 있습니다. 모든 보고자는 각자의 보유 주식에 대해 단독 의결권 및 처분권을 행사하며, 공동 권한은 보고되지 않았습니다. 새로운 법적 절차나 지배구조 변경 사항은 공개되지 않았습니다.

투자자에 대한 시사점: 이번 상환으로 절대 소유권은 크게 감소했지만, 그룹의 총 지분은 여전히 45%로 큽니다. 액면가(10달러)로의 환매는 현재 우선주 평가에서 상승 여력이 제한적임을 시사할 수 있으며, 남은 유통 주식의 유동성에 영향을 줄 수 있습니다. 그러나 Gabelli 관련 법인과 우선주주 간 이해관계는 계속 일치하고 있습니다.

Amendement n°6 au Schedule 13D/A concernant les actions privilégiées de Gabelli Healthcare & Wellness Rx Trust (GRX) divulgue des informations mises à jour sur la propriété de plusieurs entités et individus liés à Gabelli.

Propriété globale : Les personnes déclarante détiennent désormais 1 514 000 actions privilégiées, soit 45,49 % des 3 328 500 actions en circulation au 30 juin 2025. Les positions clés comprennent :

  • Associated Capital Group (AC) : 400 000 actions – 12,02 %
  • GAMCO Investors (GBL) : 400 000 actions – 12,02 %
  • Mario J. Gabelli (individu) : 400 000 actions – 12,02 %
  • Gabelli Foundation : 314 000 actions – 9,43 %

Transactions récentes (26 juin 2025) : Plusieurs entités ont cédé un total de 1 440 000 actions privilégiées (séries E et G) à 10,00 $ par action dans le cadre du droit de rachat du Fonds visant à racheter jusqu’à 100 % de ses actions privilégiées cumulatives en circulation. La plus grande cession individuelle a été de 830 000 actions par Mario J. Gabelli.

Après la transaction, le groupe conserve une minorité contrôlante de la catégorie privilégiée, maintenant une influence significative sur les questions nécessitant l’approbation des actionnaires privilégiés. Toutes les personnes déclarante exercent un pouvoir exclusif de vote et de disposition sur leurs participations respectives ; aucun pouvoir partagé n’est signalé. Aucune nouvelle procédure judiciaire ni modification des accords de contrôle n’a été divulguée.

Implications pour les investisseurs : Bien que la cession réduise sensiblement la propriété absolue, la participation collective du groupe reste importante à 45 %. Le rachat à la valeur nominale (10 $) pourrait indiquer un potentiel limité à la hausse dans l’évaluation actuelle des actions privilégiées et pourrait affecter la liquidité du flottant restant. Cependant, l’alignement continu des intérêts entre les entités Gabelli et les actionnaires privilégiés persiste.

Schedule 13D/A Änderung Nr. 6 für Gabelli Healthcare & Wellness Rx Trust (GRX) Vorzugsaktien offenbart aktualisierte Eigentumsinformationen für mehrere gabelli-bezogene Einheiten und Personen.

Gesamteigentum: Die meldenden Personen halten nun 1.514.000 Vorzugsaktien, was 45,49 % der 3.328.500 ausstehenden Aktien zum 30. Juni 2025 entspricht. Wichtige Positionen umfassen:

  • Associated Capital Group (AC): 400.000 Aktien – 12,02 %
  • GAMCO Investors (GBL): 400.000 Aktien – 12,02 %
  • Mario J. Gabelli (einzeln): 400.000 Aktien – 12,02 %
  • Gabelli Foundation: 314.000 Aktien – 9,43 %

Jüngste Transaktionen (26. Juni 2025): Mehrere Einheiten gaben insgesamt 1.440.000 Vorzugsaktien (Serie E & Serie G) zu 10,00 $ pro Aktie im Rahmen des Rückkaufsrechts des Fonds zurück, um bis zu 100 % der ausstehenden kumulativen Vorzugsaktien einzulösen. Die größte einzelne Rückgabe betrug 830.000 Aktien durch Mario J. Gabelli.

Nach der Transaktion behält die Gruppe eine kontrollierende Minderheit der Vorzugsklasse und behält erheblichen Einfluss auf Angelegenheiten, die die Zustimmung der Vorzugsaktionäre erfordern. Alle meldenden Personen üben alleiniges Stimm- und Verfügungsrecht über ihre jeweiligen Beteiligungen aus; keine geteilte Macht wurde gemeldet. Es wurden keine neuen Rechtsverfahren oder Änderungen der Kontrollvereinbarungen offengelegt.

Auswirkungen für Investoren: Obwohl die Rückgabe das absolute Eigentum erheblich reduziert, bleibt der kollektive Anteil der Gruppe mit 45 % groß. Der Rückkauf zum Nennwert (10 $) könnte auf ein begrenztes Aufwärtspotenzial bei der aktuellen Vorzugsbewertung hinweisen und die Liquidität des verbleibenden Streubesitzes beeinträchtigen. Dennoch besteht weiterhin eine Interessensübereinstimmung zwischen den Gabelli-Einheiten und den Vorzugsaktionären.

 

 

 

Pricing Supplement dated June 27, 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

$2,845,000

Notes due October 1, 2026

Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index®

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:

June 27, 2025

Issue Date:

July 2, 2025

Final Valuation Date:*

September 28, 2026

Maturity Date:*

October 1, 2026

Reference Assets:

The S&P 500® Index (the “SPX Index”), the Russell 2000® Index (the “RTY Index”) and the Nasdaq-100 Index® (the “NDX Index”), as set forth in the following table:

 

 

Reference Asset

Bloomberg Ticker

Initial Value

SPX Index

SPX <Index>

6,173.07

RTY Index

RTY <Index>

2,172.526

NDX Index

NDX <Index>

22,534.20

 

The SPX Index, the RTY Index and the NDX Index are each referred to herein as a “Reference Asset” and, collectively, as the “Reference Assets.”

Payment at Maturity:

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 determined as follows:

If the Final Value of the Least Performing Reference Asset is greater than or equal to its Initial Value, you will receive an amount per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 × lesser of (a) Reference Asset Return of the Least Performing Reference Asset and (b) Maximum Return]

If the Reference Asset Return is 12.00% or more, you will receive a payment at maturity of $1,120.00 per $1,000 principal amount Note that you hold.

If the Final Value of the Least Performing Reference Asset is less than its Initial Value, you will receive a payment of $1,000 per $1,000 principal amount Note.

Any payment on the Notes 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)(2)

Price to Public

Agents Commission(3)

Proceeds to Barclays Bank PLC

Per Note

$1,000

100.00%

0.25%

99.75%

Total

$2,845,000

$2,845,000

$7,112.50

$2,837,887.50

(1)Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $993.10 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 $2.50 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.

In addition, 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.

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page S-9 of the prospectus supplement and “Selected Risk Considerations” beginning on page PS-10 of this pricing supplement.

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

 

Initial Value:

With respect to each Reference Asset, the Closing Value on the Initial Valuation Date, as set forth in the table above

Final Value:

With respect to each Reference Asset, the Closing Value on the Final Valuation Date

Closing Value:

The term “Closing Value” means the closing level of the applicable Reference Asset, as further described under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement.

Maximum Return:

12.00%

Reference Asset Return:

With respect to each Reference Asset, the performance of such Reference Asset from its Initial Value to its Final Value, calculated as follows:

Final Value – Initial Value
Initial Value

Least Performing Reference Asset:

The Reference Asset with the lowest Reference Asset Return, as calculated in the manner set forth above

Calculation Agent:

Barclays Bank PLC

CUSIP / ISIN:

06746BZC8 / US06746BZC89

*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

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” 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 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 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-10 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 periodic interest or coupon payments or other sources of current income.

You accept that your return on investment will not exceed the Maximum Return.

You understand and accept that you may not earn any positive return on your Notes.

You understand and accept the risk that the payment at maturity will be based solely on the Reference Asset Return of the Least Performing Reference Asset.

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

You are willing and able to accept the individual market risk of each Reference Asset and understand that any decline in the value of one Reference Asset will not be offset or mitigated by a lesser decline or any potential increase in the value of any other Reference Asset.

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

You do not seek an investment for which there will be an active secondary market, and you are willing and able to hold the Notes to maturity.

You are willing and able to assume our credit risk for all payments on the Notes.

You are willing and able to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.

The Notes may not be an appropriate investment for you if any of the following statements are true:

You seek an investment that produces periodic interest or coupon payments or other sources of current income or otherwise provides for a guaranteed positive return.

You seek uncapped exposure to any positive performance of the Reference Asset.

You are unwilling or unable to accept the individual market risk of each Reference Asset and/or do not understand that any decline in the value of one Reference Asset will not be offset or mitigated by a lesser decline or any potential increase in the value of any other Reference Asset.

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 Assets.

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

You seek an investment for which there will be an active secondary market, and/or you are unwilling or unable to hold the Notes to maturity.

You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and credit ratings.

You are unwilling or unable to assume our credit risk for all payments on the Notes.

You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.

You must rely on your own evaluation of the merits of an investment in the Notes. You should reach a decision whether to invest in the Notes after carefully considering, with your advisors, the appropriateness of the Notes in light of your investment objectives and the specific information set out in this pricing supplement 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 Final Valuation Date and the Maturity Date are 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,” “Reference Assets—Least or Best Performing Reference Asset—Scheduled Trading Days and Market Disruption Events for Securities Linked to the Reference Asset with the Lowest or Highest Return in a Group of Two or More Equity Securities, Exchange-Traded Funds, Equity Indices and/or Equity Futures Indices” and “Terms of the Notes—Payment Dates” in the accompanying prospectus supplement.

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

 


 

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY

The following table illustrates the hypothetical payment at maturity under various circumstances. The “total return” as used in these examples, is the number, expressed as a percentage, that results from comparing the payment at maturity 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 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 assumption:

Hypothetical Initial Value of each Reference Asset: 100.00*

* The hypothetical Initial Value of 100.00 for each Reference Asset has been chosen for illustrative purposes only. The actual Initial Value for each Reference Asset is as set forth on the cover of this pricing supplement.

 

Final Value

 

Reference Asset Return

 

 

SPX Index

(Reference Asset A)

RTY Index

(Reference Asset B)

NDX Index

(Reference Asset C)

 

SPX Index

(Reference Asset A)

RTY Index

(Reference Asset B)

NDX Index

(Reference Asset C)

 

Reference Asset Return of the Least Performing Reference Asset

Payment at Maturity**

Total Return on the Notes

140.00

145.00

150.00

 

40.00%

45.00%

50.00%

 

40.00%

$1,120.00

12.00%

135.00

130.00

140.00

 

35.00%

30.00%

40.00%

 

30.00%

$1,120.00

12.00%

120.00

125.00

122.00

 

20.00%

25.00%

22.00%

 

20.00%

$1,120.00

12.00%

112.00

117.00

122.00

 

12.00%

17.00%

22.00%

 

12.00%

$1,120.00

12.00%

112.00

110.00

115.00

 

12.00%

10.00%

15.00%

 

10.00%

$1,100.00

10.00%

105.00

110.00

115.00

 

5.00%

10.00%

15.00%

 

5.00%

$1,050.00

5.00%

100.00

105.00

120.00

 

0.00%

5.00%

20.00%

 

0.00%

$1,000.00

0.00%

140.00

90.00

105.00

 

40.00%

-10.00%

5.00%

 

-10.00%

$1,000.00

0.00%

80.00

102.00

105.00

 

-20.00%

2.00%

5.00%

 

-20.00%

$1,000.00

0.00%

70.00

105.00

115.00

 

-30.00%

5.00%

15.00%

 

-30.00%

$1,000.00

0.00%

60.00

120.00

100.00

 

-40.00%

20.00%

0.00%

 

-40.00%

$1,000.00

0.00%

135.00

50.00

110.00

 

35.00%

-50.00%

10.00%

 

-50.00%

$1,000.00

0.00%

150.00

40.00

100.00

 

50.00%

-60.00%

0.00%

 

-60.00%

$1,000.00

0.00%

40.00

30.00

90.00

 

-60.00%

-70.00%

-10.00%

 

-70.00%

$1,000.00

0.00%

20.00

55.00

50.00

 

-80.00%

-45.00%

-50.00%

 

-80.00%

$1,000.00

0.00%

50.00

10.00

55.00

 

-50.00%

-90.00%

-45.00%

 

-90.00%

$1,000.00

0.00%

10.00

5.00

0.00

 

-90.00%

-95.00%

-100.00%

 

-100.00%

$1,000.00

0.00%

 

** per $1,000 principal amount Note

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

Example 1: The Final Value of Reference Asset A is 105.00, the Final Value of Reference Asset B is 110.00 and the Final Value of Reference Asset C is 115.00.

Because Reference Asset A has the lowest Reference Asset Return, Reference Asset A is the Least Performing Reference Asset. Because the Final Value of the Least Performing Reference Asset is greater than or equal to the Initial Value, you will receive a payment at maturity of $1,050.00 per $1,000 principal amount Note that you hold, calculated as follows:


 

$1,000 + [$1,000 × lesser of (a) Reference Asset Return of the Least Performing Reference Asset and (b) Maximum Return]

$1,000 + [$1,000 × 5.00%] = $1,050.00

The total return on investment of the Notes is 5.00%.

Example 2: The Final Value of Reference Asset A is 112.00, the Final Value of Reference Asset B is 117.00 and the Final Value of Reference Asset C is 122.00.

Because Reference Asset A has the lowest Reference Asset Return, Reference Asset A is the Least Performing Reference Asset. Because the Final Value of the Least Performing Reference Asset is greater than or equal to the Initial Value, you will receive a payment at maturity of $1,120.00 per $1,000 principal amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × lesser of (a) Reference Asset Return of the Least Performing Reference Asset and (b) Maximum Return]

$1,000 + [$1,000 × 12.00%] = $1,120.00

The total return on investment of the Notes is 12.00%, the maximum possible return on the Notes.

Example 3: The Final Value of Reference Asset A is 135.00, the Final Value of Reference Asset B is 50.00 and the Final Value of Reference Asset C is 110.00.

Because Reference Asset B has the lowest Reference Asset Return, Reference Asset B is the Least Performing Reference Asset. Because the Final Value of the Least Performing Reference Asset is less than its Initial Value, you will receive a payment at maturity of $1,000.00 per $1,000 principal amount Note that you hold.

The total return on investment of the Notes is 0.00%.


 

SELECTED RISK CONSIDERATIONS

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Reference Assets or their 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

You Will Not Receive any Payments on the Notes Other than the Payment at Maturity — You will not receive any interest or coupon payments on the Notes or any other payments other than the payment at maturity. If the Final Value of the Least Performing Reference Asset is less than its Initial Value, your payment at maturity will be limited to the principal amount of your Notes and you will not earn any positive return. The return at maturity of the principal amount of your Notes plus any amount in excess thereof may not compensate you for any loss in value due to inflation and other factors relating to the value of money over time.

Potential Return Limited to the Maximum Return — If the Reference Asset Return of the Least Performing Reference Asset is greater than 0.00%, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you hold plus an additional payment that will not exceed $1,000 times the Maximum Return. Accordingly, the maximum payment that you may receive at maturity is $1,120.00 per $1,000 principal amount Note that you hold, and you will not benefit from any appreciation of the Reference Asset beyond a Reference Asset Return of 12.00%, which may be significant.

Any Payment on the Notes Will Be Determined Based on the Closing Values of the Reference Assets on the Dates Specified — Any payment on the Notes will be determined based on the Closing Values of the Reference Assets on the dates specified. You will not benefit from any more favorable values of the Reference Assets determined at any other time.

You Are Exposed to the Market Risk of Each Reference Asset — Your return on the Notes is not linked to a basket consisting of the Reference Assets. Rather, it will be contingent upon the independent performance of each Reference Asset. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each Reference Asset. Poor performance by any Reference Asset over the term of the Notes may negatively affect your return and will not be offset or mitigated by any increases or lesser declines in the value of any other Reference Asset. To receive a positive return on your Notes at maturity, the Final Value of each Reference Asset must be greater than or equal to its Initial Value. Accordingly, your investment is subject to the market risk of each Reference Asset.

Owning the Notes is Not the Same as Owning Any Reference Asset or Any Securities to which Any Reference Asset Provides Exposure — The return on the Notes may not reflect the return you would realize if you actually owned any Reference Asset or any securities to which any 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 any Reference Asset or any securities to which any Reference Asset provides exposure may 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, under our intended treatment of the Notes, you will 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 maturity. This comparable yield is determined solely to calculate the amount on which you will be taxed prior to 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 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 Assets

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

Each Reference Asset Reflects the Price Return of the Securities Composing that Reference Asset, Not the Total Return — The return on the Notes is based on the performance of the Reference Assets, which reflects changes in the market prices of the securities composing the Reference Assets. The Reference Assets are not "total return" indices that, in addition to reflecting those price returns, would also reflect dividends paid on the securities composing that Reference Asset. Accordingly, the return on the Notes will not include such a total return feature.

Adjustments to Any Reference Asset Could Adversely Affect the Value of the Notes — The sponsor of any Reference Asset may add, delete, substitute or adjust the securities composing that Reference Asset or make other methodological changes to that Reference Asset that could affect its value. The Calculation Agent will calculate the value to be used as the Closing Value of that Reference Asset in the event of certain material changes in or modifications to that Reference Asset. In addition, the sponsor of any Reference Asset may also discontinue or suspend calculation or publication of that Reference Asset at any time. Under these circumstances, the Calculation Agent may select a successor index that the Calculation Agent determines to be comparable to that Reference Asset or, if no successor index is available, the Calculation Agent will determine the value to be used as the Closing Value of that Reference Asset. Any of these actions could adversely affect the value of any Reference Asset 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.

The Notes Are Subject to Risks Associated with Non-U.S. Securities Markets — Certain component securities of the NDX Index are issued by non-U.S. companies in non-U.S. securities markets. Investments in securities linked to the value of such non-U.S. equity securities, such as the Notes, involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.

The Notes Are Subject to Risks Associated with Small Capitalization Stocks — The RTY Index tracks companies that are considered small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies, and therefore securities linked to the RTY Index may be more volatile than an investment linked to an index with component stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and economic developments. In addition, small-capitalization companies are typically less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst coverage and may be in early, and less predictable, periods of their corporate existences. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.


 

 

 

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 Assets or their 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 Assets 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 Assets, 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 Assets or the components of the Reference Assets, if any;

ocorrelation (or lack of correlation) of the Reference Assets;

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 ASSETS

S&P 500® Index

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

Historical Performance of the SPX Index

The graph below sets forth the historical performance of the SPX Index based on the daily Closing Value from January 6, 2020 through June 27, 2025. We obtained the Closing Values shown in the graph below from Bloomberg Professional® service (“Bloomberg”). We have not independently verified the accuracy or completeness of the information obtained from Bloomberg.

Historical Performance of the S&P 500® Index

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

 

 


 

Russell 2000® Index

The RTY Index measures the capitalization-weighted price performance of 2,000 small-capitalization stocks and is designed to track the performance of the small capitalization segment of the U.S. equity market. For more information about the RTY Index, see “Indices—The Russell Indices” in the accompanying underlying supplement.

Historical Performance of the RTY Index

The graph below sets forth the historical performance of the RTY Index based on the daily Closing Value from January 6, 2020 through June 27, 2025. 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.

Historical Performance of the Russell 2000® Index

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

 

 


 

Nasdaq-100 Index®

The NDX Index is a modified market capitalization-weighted index of stocks of the 100 largest non-financial companies listed on The Nasdaq Stock Market. For more information about the NDX Index, see “Indices—The Nasdaq-100 Index®” in the accompanying underlying supplement.

Historical Performance of the NDX Index

The graph below sets forth the historical performance of the NDX Index based on the daily Closing Value from January 6, 2020 through June 27, 2025. 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.

Historical Performance of the Nasdaq-100 Index®

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS


 

TAX CONSIDERATIONS

There is uncertainty regarding the U.S. federal income tax consequences of an investment in the Notes due to the lack of governing authority. 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.

Based on current market conditions, we intend to treat the Notes as “contingent payment debt instruments” for U.S. federal income tax purposes, as described under “—Contingent Payment Debt Instruments” in the accompanying prospectus supplement. The remainder of this discussion assumes that this treatment is correct.

Assuming that our treatment of the Notes as contingent payment debt instruments is correct, 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 maturity. Upon a sale or exchange (including 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. Special rules may apply if the amount payable at maturity is treated as becoming fixed prior to maturity. You should consult your tax advisor concerning the application of these rules.

Our intended treatment of the Notes as CPDIs will be binding on you, unless you properly disclose to the Internal Revenue Service (the “IRS”) an alternative treatment. Also, the IRS may challenge the treatment of the Notes as CPDIs. If the IRS successfully challenges the treatment of the Notes as CPDIs, then the Notes will be treated as debt instruments that are not CPDIs and would require the accrual of original issue discount as ordinary interest income based on a yield to maturity  higher than the comparable yield. Accordingly, under this treatment, your annual taxable income from (and adjusted tax basis in) the Notes would be higher than if the Notes were treated as CPDIs, and any loss recognized upon a disposition of the Notes (including upon maturity) would be capital loss, the deductibility of which is subject to limitations. Accordingly, this alternative treatment could result in adverse tax consequences to you.

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.

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 at maturity over the face amount of the Notes, although 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.


 

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

How many GRX preferred shares do the Gabelli entities now own?

They collectively own 1,514,000 shares, representing 45.49 % of the class.

Which entity holds the largest individual GRX preferred position?

Several entities—Associated Capital Group, GAMCO Investors, and Mario Gabelli—each hold 400,000 shares (12.02 %).

What transactions occurred on 26 June 2025?

1.44 million preferred shares were surrendered at $10.00 under the Fund’s put right, reducing the group’s stake.

Does any reporting person share voting power over GRX preferred shares?

No. All reporting persons claim sole voting and dispositive power over their respective holdings.

What percentage of GRX preferred shares is still outstanding after the redemption?

The filing references 3,328,500 shares outstanding; the group now owns 45.49 %, implying 54.51 % remains with other holders.

Why were the shares surrendered rather than sold on the market?

The surrender was executed under the Fund’s contractual right to redeem up to 100 % of its cumulative preferred shares at par.
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