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[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

Liquidia Corporation (Nasdaq: LQDA) filed a Form 8-K announcing the appointment of Dana Boyle as Chief Accounting Officer effective July 1, 2025. Boyle, 41, has led the company’s accounting function since January 2021 as SVP-Finance and Controller. Her background includes senior finance roles at Aerami Therapeutics and Aralez Pharmaceuticals, plus public-accounting experience at Deloitte & Touche. She is a licensed CPA (NY) and holds a B.S. in Accounting from Rutgers University.

Compensation package:

  • Annual base salary: $425,000
  • Target cash bonus: 50 % of base salary
  • Equity award: Restricted Stock Units valued at $300,000 on the effective date. Vesting schedule: 25 % on July 11, 2026; remaining 75 % in equal quarterly installments over the following three years, subject to continued employment.

Severance terms: Under the Amended & Restated Executive Severance and Change in Control Plan, Boyle is entitled to up to 12 months of salary continuation, COBRA premium payments, and—if terminated within a change-in-control period—accelerated vesting of 100 % of unvested equity plus target bonus payout.

The filing states that no family relationships or related-party transactions exist. The appointment was not made pursuant to any arrangement with other parties.

Investor take-away: While the event does not directly influence revenue or near-term financials, installing a seasoned CAO may enhance financial reporting quality and internal controls—an incremental positive for governance‐focused investors.

Liquidia Corporation (Nasdaq: LQDA) ha presentato un modulo 8-K annunciando la nomina di Dana Boyle come Chief Accounting Officer a partire dal 1° luglio 2025. Boyle, 41 anni, guida la funzione contabile dell'azienda dal gennaio 2021 come SVP-Finance e Controller. Il suo background include ruoli senior in ambito finanziario presso Aerami Therapeutics e Aralez Pharmaceuticals, oltre a esperienza nella contabilità pubblica presso Deloitte & Touche. È una CPA abilitata nello Stato di New York e ha conseguito una laurea in Contabilità presso la Rutgers University.

Pacchetto retributivo:

  • Stipendio base annuo: 425.000 $
  • Bonus in denaro target: 50% dello stipendio base
  • Premio azionario: Restricted Stock Units del valore di 300.000 $ alla data di efficacia. Piano di maturazione: 25% il 11 luglio 2026; il restante 75% in rate trimestrali uguali nei tre anni successivi, subordinato alla permanenza in servizio.

Condizioni di buonuscita: In base al Piano modificato e riformulato di buonuscita esecutiva e cambio di controllo, Boyle ha diritto a un massimo di 12 mesi di continuazione dello stipendio, pagamento dei premi COBRA e, se licenziata durante un periodo di cambio di controllo, maturazione accelerata del 100% delle azioni non maturate più il pagamento del bonus target.

La comunicazione dichiara che non esistono rapporti familiari o transazioni con parti correlate. La nomina non è stata effettuata in base ad accordi con altre parti.

Considerazioni per gli investitori: Sebbene l'evento non impatti direttamente sui ricavi o sui risultati finanziari a breve termine, la nomina di un CAO esperto può migliorare la qualità della rendicontazione finanziaria e i controlli interni, rappresentando un valore aggiunto per gli investitori attenti alla governance.

Liquidia Corporation (Nasdaq: LQDA) presentó un Formulario 8-K anunciando el nombramiento de Dana Boyle como Chief Accounting Officer a partir del 1 de julio de 2025. Boyle, de 41 años, ha dirigido la función contable de la empresa desde enero de 2021 como SVP-Finance y Controller. Su experiencia incluye cargos financieros senior en Aerami Therapeutics y Aralez Pharmaceuticals, además de experiencia en contabilidad pública en Deloitte & Touche. Es CPA certificada en Nueva York y posee una licenciatura en Contabilidad por la Rutgers University.

Paquete de compensación:

  • Salario base anual: 425,000 $
  • Bono en efectivo objetivo: 50% del salario base
  • Premio en acciones: Unidades de Acciones Restringidas valoradas en 300,000 $ en la fecha efectiva. Calendario de adquisición: 25% el 11 de julio de 2026; el 75% restante en cuotas trimestrales iguales durante los siguientes tres años, sujeto a la permanencia en el empleo.

Términos de indemnización: Según el Plan Modificado y Restablecido de Indemnización Ejecutiva y Cambio de Control, Boyle tiene derecho a hasta 12 meses de continuación salarial, pagos de primas COBRA y, si es despedida durante un periodo de cambio de control, adquisición acelerada del 100% de las acciones no adquiridas más el pago del bono objetivo.

El informe indica que no existen relaciones familiares ni transacciones con partes relacionadas. El nombramiento no se realizó conforme a acuerdos con otras partes.

Conclusión para inversores: Aunque el evento no afecta directamente los ingresos ni las finanzas a corto plazo, la incorporación de un CAO experimentado puede mejorar la calidad de los informes financieros y los controles internos, lo que representa un beneficio adicional para los inversores enfocados en la gobernanza.

Liquidia Corporation (나스닥: LQDA)는 2025년 7월 1일부로 Dana Boyle을 최고회계책임자(Chief Accounting Officer)로 임명한다고 8-K 양식을 통해 발표했습니다. 41세인 Boyle은 2021년 1월부터 SVP-Finance 및 Controller로서 회사의 회계 기능을 이끌어왔습니다. 그녀는 Aerami Therapeutics와 Aralez Pharmaceuticals에서 고위 재무 역할을 수행했으며 Deloitte & Touche에서 공인회계사 경험도 보유하고 있습니다. 뉴욕 주 공인회계사(CPA) 자격증을 갖고 있으며 Rutgers University에서 회계학 학사 학위를 받았습니다.

보상 패키지:

  • 연간 기본급: 425,000달러
  • 목표 현금 보너스: 기본급의 50%
  • 주식 보상: 발효일 기준 300,000달러 상당의 제한 주식 단위(RSU). 베스팅 일정: 2026년 7월 11일 25%; 이후 3년간 분기별 균등 할부로 75% 잔여분 베스팅, 계속 고용 조건 하에.

퇴직금 조건: 수정 및 재정비된 임원 퇴직 및 경영권 변경 계획에 따라 Boyle은 최대 12개월 급여 지속, COBRA 보험료 지급, 그리고 경영권 변경 기간 내 해고 시 미베스트 주식 100% 가속 베스팅 및 목표 보너스 지급을 받을 권리가 있습니다.

공시문에는 가족 관계나 관련 당사자 거래가 없으며, 임명은 다른 당사자와의 합의에 따른 것이 아님을 명시하고 있습니다.

투자자 시사점: 이번 임명은 수익이나 단기 재무 상황에 직접적인 영향을 미치지 않지만, 경험 많은 CAO 임명은 재무 보고 품질과 내부 통제 개선에 기여할 수 있어 거버넌스에 중점을 둔 투자자들에게 긍정적인 신호가 될 수 있습니다.

Liquidia Corporation (Nasdaq : LQDA) a déposé un formulaire 8-K annonçant la nomination de Dana Boyle au poste de Chief Accounting Officer à compter du 1er juillet 2025. Boyle, 41 ans, dirige la fonction comptable de l'entreprise depuis janvier 2021 en tant que SVP-Finance et Contrôleur. Son parcours inclut des postes financiers seniors chez Aerami Therapeutics et Aralez Pharmaceuticals, ainsi qu'une expérience en audit public chez Deloitte & Touche. Elle est CPA agréée (NY) et titulaire d'un B.S. en comptabilité de l'université Rutgers.

Package de rémunération :

  • Salaire de base annuel : 425 000 $
  • Bonus en espèces cible : 50 % du salaire de base
  • Attribution d’actions : unités d’actions restreintes d’une valeur de 300 000 $ à la date d’effet. Calendrier d’acquisition : 25 % le 11 juillet 2026 ; les 75 % restants en versements trimestriels égaux sur les trois années suivantes, sous réserve de la poursuite de l’emploi.

Conditions de départ : Selon le plan modifié et révisé de départ exécutif et de changement de contrôle, Boyle a droit à une continuation de salaire jusqu’à 12 mois, au paiement des primes COBRA et, en cas de licenciement pendant une période de changement de contrôle, à l’acquisition accélérée de 100 % des actions non acquises ainsi qu’au paiement du bonus cible.

Le dépôt indique qu’aucune relation familiale ni transaction avec des parties liées n’existe. La nomination n’a pas été faite dans le cadre d’un accord avec d’autres parties.

À retenir pour les investisseurs : Bien que cet événement n’affecte pas directement les revenus ou les résultats financiers à court terme, la nomination d’un CAO expérimenté pourrait améliorer la qualité des rapports financiers et les contrôles internes, ce qui constitue un avantage supplémentaire pour les investisseurs soucieux de la gouvernance.

Liquidia Corporation (Nasdaq: LQDA) hat in einem Form 8-K die Ernennung von Dana Boyle zum Chief Accounting Officer mit Wirkung zum 1. Juli 2025 bekannt gegeben. Boyle, 41 Jahre alt, leitet seit Januar 2021 als SVP-Finance und Controller die Buchhaltungsabteilung des Unternehmens. Ihr Hintergrund umfasst leitende Finanzpositionen bei Aerami Therapeutics und Aralez Pharmaceuticals sowie Erfahrung in der Wirtschaftsprüfung bei Deloitte & Touche. Sie ist eine lizenzierte CPA (NY) und hat einen Bachelor of Science in Rechnungswesen von der Rutgers University.

Vergütungspaket:

  • Jahresgrundgehalt: 425.000 $
  • Ziel-Cash-Bonus: 50 % des Grundgehalts
  • Aktienzuteilung: Restricted Stock Units im Wert von 300.000 $ zum Wirksamkeitsdatum. Vesting-Plan: 25 % am 11. Juli 2026; die restlichen 75 % in gleichen vierteljährlichen Raten über die folgenden drei Jahre, vorbehaltlich der fortgesetzten Beschäftigung.

Abfindungsbedingungen: Gemäß dem geänderten und neu gefassten Executive Severance and Change in Control Plan hat Boyle Anspruch auf bis zu 12 Monate Gehaltsfortzahlung, COBRA-Prämienzahlungen und – bei Kündigung während eines Kontrollwechselzeitraums – beschleunigte Vesting von 100 % der nicht erworbenen Aktien sowie Auszahlung des Zielbonus.

Die Meldung besagt, dass keine familiären Beziehungen oder Transaktionen mit verbundenen Parteien bestehen. Die Ernennung erfolgte nicht im Rahmen von Vereinbarungen mit anderen Parteien.

Fazit für Investoren: Obwohl das Ereignis die Umsätze oder kurzfristigen Finanzen nicht direkt beeinflusst, kann die Besetzung mit einem erfahrenen CAO die Qualität der Finanzberichterstattung und die internen Kontrollen verbessern – ein zusätzlicher positiver Aspekt für investorenorientierte Governance.

Positive
  • Appointment of a licensed CPA with biotech experience strengthens financial reporting and internal controls.
  • Equity-based compensation aligns the new CAO’s incentives with long-term shareholder value.
Negative
  • None.

Insights

TL;DR – Experienced CAO hired; improves accounting oversight, modestly positive governance signal.

The appointment of Dana Boyle consolidates Liquidia’s finance leadership under a credentialed CPA with both biotech and public-company expertise. Stable, competent accounting leadership is particularly important as Liquidia advances late-stage pulmonary hypertension programs that will add complexity to revenue recognition and R&D capitalization once commercialized. The equity-heavy compensation aligns Boyle’s incentives with shareholders over a multi-year horizon, and the severance framework is market-standard, containing double-trigger acceleration only in a change-in-control scenario. No red flags on related-party dealings or excessive payouts are evident. Overall impact is mildly positive for governance and internal-control risk profile, but not a catalyst for valuation in the near term.

TL;DR – Neutral to portfolio returns; strengthens back-office, not thesis-shifting.

From an investment perspective, this 8-K is routine. A CAO transition rarely affects modelled cash flows or probability-of-success on drug candidates. The compensation levels are consistent with peers at similar market caps (<$1 bn), and the RSU vesting promotes retention through key regulatory milestones expected in the next three years. I see no change to risk-adjusted valuation or target price, but governance score ticks up slightly, which could marginally broaden the institutional investor base.

Liquidia Corporation (Nasdaq: LQDA) ha presentato un modulo 8-K annunciando la nomina di Dana Boyle come Chief Accounting Officer a partire dal 1° luglio 2025. Boyle, 41 anni, guida la funzione contabile dell'azienda dal gennaio 2021 come SVP-Finance e Controller. Il suo background include ruoli senior in ambito finanziario presso Aerami Therapeutics e Aralez Pharmaceuticals, oltre a esperienza nella contabilità pubblica presso Deloitte & Touche. È una CPA abilitata nello Stato di New York e ha conseguito una laurea in Contabilità presso la Rutgers University.

Pacchetto retributivo:

  • Stipendio base annuo: 425.000 $
  • Bonus in denaro target: 50% dello stipendio base
  • Premio azionario: Restricted Stock Units del valore di 300.000 $ alla data di efficacia. Piano di maturazione: 25% il 11 luglio 2026; il restante 75% in rate trimestrali uguali nei tre anni successivi, subordinato alla permanenza in servizio.

Condizioni di buonuscita: In base al Piano modificato e riformulato di buonuscita esecutiva e cambio di controllo, Boyle ha diritto a un massimo di 12 mesi di continuazione dello stipendio, pagamento dei premi COBRA e, se licenziata durante un periodo di cambio di controllo, maturazione accelerata del 100% delle azioni non maturate più il pagamento del bonus target.

La comunicazione dichiara che non esistono rapporti familiari o transazioni con parti correlate. La nomina non è stata effettuata in base ad accordi con altre parti.

Considerazioni per gli investitori: Sebbene l'evento non impatti direttamente sui ricavi o sui risultati finanziari a breve termine, la nomina di un CAO esperto può migliorare la qualità della rendicontazione finanziaria e i controlli interni, rappresentando un valore aggiunto per gli investitori attenti alla governance.

Liquidia Corporation (Nasdaq: LQDA) presentó un Formulario 8-K anunciando el nombramiento de Dana Boyle como Chief Accounting Officer a partir del 1 de julio de 2025. Boyle, de 41 años, ha dirigido la función contable de la empresa desde enero de 2021 como SVP-Finance y Controller. Su experiencia incluye cargos financieros senior en Aerami Therapeutics y Aralez Pharmaceuticals, además de experiencia en contabilidad pública en Deloitte & Touche. Es CPA certificada en Nueva York y posee una licenciatura en Contabilidad por la Rutgers University.

Paquete de compensación:

  • Salario base anual: 425,000 $
  • Bono en efectivo objetivo: 50% del salario base
  • Premio en acciones: Unidades de Acciones Restringidas valoradas en 300,000 $ en la fecha efectiva. Calendario de adquisición: 25% el 11 de julio de 2026; el 75% restante en cuotas trimestrales iguales durante los siguientes tres años, sujeto a la permanencia en el empleo.

Términos de indemnización: Según el Plan Modificado y Restablecido de Indemnización Ejecutiva y Cambio de Control, Boyle tiene derecho a hasta 12 meses de continuación salarial, pagos de primas COBRA y, si es despedida durante un periodo de cambio de control, adquisición acelerada del 100% de las acciones no adquiridas más el pago del bono objetivo.

El informe indica que no existen relaciones familiares ni transacciones con partes relacionadas. El nombramiento no se realizó conforme a acuerdos con otras partes.

Conclusión para inversores: Aunque el evento no afecta directamente los ingresos ni las finanzas a corto plazo, la incorporación de un CAO experimentado puede mejorar la calidad de los informes financieros y los controles internos, lo que representa un beneficio adicional para los inversores enfocados en la gobernanza.

Liquidia Corporation (나스닥: LQDA)는 2025년 7월 1일부로 Dana Boyle을 최고회계책임자(Chief Accounting Officer)로 임명한다고 8-K 양식을 통해 발표했습니다. 41세인 Boyle은 2021년 1월부터 SVP-Finance 및 Controller로서 회사의 회계 기능을 이끌어왔습니다. 그녀는 Aerami Therapeutics와 Aralez Pharmaceuticals에서 고위 재무 역할을 수행했으며 Deloitte & Touche에서 공인회계사 경험도 보유하고 있습니다. 뉴욕 주 공인회계사(CPA) 자격증을 갖고 있으며 Rutgers University에서 회계학 학사 학위를 받았습니다.

보상 패키지:

  • 연간 기본급: 425,000달러
  • 목표 현금 보너스: 기본급의 50%
  • 주식 보상: 발효일 기준 300,000달러 상당의 제한 주식 단위(RSU). 베스팅 일정: 2026년 7월 11일 25%; 이후 3년간 분기별 균등 할부로 75% 잔여분 베스팅, 계속 고용 조건 하에.

퇴직금 조건: 수정 및 재정비된 임원 퇴직 및 경영권 변경 계획에 따라 Boyle은 최대 12개월 급여 지속, COBRA 보험료 지급, 그리고 경영권 변경 기간 내 해고 시 미베스트 주식 100% 가속 베스팅 및 목표 보너스 지급을 받을 권리가 있습니다.

공시문에는 가족 관계나 관련 당사자 거래가 없으며, 임명은 다른 당사자와의 합의에 따른 것이 아님을 명시하고 있습니다.

투자자 시사점: 이번 임명은 수익이나 단기 재무 상황에 직접적인 영향을 미치지 않지만, 경험 많은 CAO 임명은 재무 보고 품질과 내부 통제 개선에 기여할 수 있어 거버넌스에 중점을 둔 투자자들에게 긍정적인 신호가 될 수 있습니다.

Liquidia Corporation (Nasdaq : LQDA) a déposé un formulaire 8-K annonçant la nomination de Dana Boyle au poste de Chief Accounting Officer à compter du 1er juillet 2025. Boyle, 41 ans, dirige la fonction comptable de l'entreprise depuis janvier 2021 en tant que SVP-Finance et Contrôleur. Son parcours inclut des postes financiers seniors chez Aerami Therapeutics et Aralez Pharmaceuticals, ainsi qu'une expérience en audit public chez Deloitte & Touche. Elle est CPA agréée (NY) et titulaire d'un B.S. en comptabilité de l'université Rutgers.

Package de rémunération :

  • Salaire de base annuel : 425 000 $
  • Bonus en espèces cible : 50 % du salaire de base
  • Attribution d’actions : unités d’actions restreintes d’une valeur de 300 000 $ à la date d’effet. Calendrier d’acquisition : 25 % le 11 juillet 2026 ; les 75 % restants en versements trimestriels égaux sur les trois années suivantes, sous réserve de la poursuite de l’emploi.

Conditions de départ : Selon le plan modifié et révisé de départ exécutif et de changement de contrôle, Boyle a droit à une continuation de salaire jusqu’à 12 mois, au paiement des primes COBRA et, en cas de licenciement pendant une période de changement de contrôle, à l’acquisition accélérée de 100 % des actions non acquises ainsi qu’au paiement du bonus cible.

Le dépôt indique qu’aucune relation familiale ni transaction avec des parties liées n’existe. La nomination n’a pas été faite dans le cadre d’un accord avec d’autres parties.

À retenir pour les investisseurs : Bien que cet événement n’affecte pas directement les revenus ou les résultats financiers à court terme, la nomination d’un CAO expérimenté pourrait améliorer la qualité des rapports financiers et les contrôles internes, ce qui constitue un avantage supplémentaire pour les investisseurs soucieux de la gouvernance.

Liquidia Corporation (Nasdaq: LQDA) hat in einem Form 8-K die Ernennung von Dana Boyle zum Chief Accounting Officer mit Wirkung zum 1. Juli 2025 bekannt gegeben. Boyle, 41 Jahre alt, leitet seit Januar 2021 als SVP-Finance und Controller die Buchhaltungsabteilung des Unternehmens. Ihr Hintergrund umfasst leitende Finanzpositionen bei Aerami Therapeutics und Aralez Pharmaceuticals sowie Erfahrung in der Wirtschaftsprüfung bei Deloitte & Touche. Sie ist eine lizenzierte CPA (NY) und hat einen Bachelor of Science in Rechnungswesen von der Rutgers University.

Vergütungspaket:

  • Jahresgrundgehalt: 425.000 $
  • Ziel-Cash-Bonus: 50 % des Grundgehalts
  • Aktienzuteilung: Restricted Stock Units im Wert von 300.000 $ zum Wirksamkeitsdatum. Vesting-Plan: 25 % am 11. Juli 2026; die restlichen 75 % in gleichen vierteljährlichen Raten über die folgenden drei Jahre, vorbehaltlich der fortgesetzten Beschäftigung.

Abfindungsbedingungen: Gemäß dem geänderten und neu gefassten Executive Severance and Change in Control Plan hat Boyle Anspruch auf bis zu 12 Monate Gehaltsfortzahlung, COBRA-Prämienzahlungen und – bei Kündigung während eines Kontrollwechselzeitraums – beschleunigte Vesting von 100 % der nicht erworbenen Aktien sowie Auszahlung des Zielbonus.

Die Meldung besagt, dass keine familiären Beziehungen oder Transaktionen mit verbundenen Parteien bestehen. Die Ernennung erfolgte nicht im Rahmen von Vereinbarungen mit anderen Parteien.

Fazit für Investoren: Obwohl das Ereignis die Umsätze oder kurzfristigen Finanzen nicht direkt beeinflusst, kann die Besetzung mit einem erfahrenen CAO die Qualität der Finanzberichterstattung und die internen Kontrollen verbessern – ein zusätzlicher positiver Aspekt für investorenorientierte Governance.

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus and prospectus supplement do not constitute an offer to sell the Notes and we are not soliciting an offer to buy the Notes in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Pricing Supplement dated July 1, 2025

Pricing Supplement dated July    , 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

barclays PLC logo

$

Autocallable Contingent Coupon Buffered Notes due August 2, 2028

Linked to the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Marvell Technology, Inc. and the Class A Common Stock of Palantir Technologies Inc.

Global Medium-Term Notes, Series A

Unlike ordinary debt securities, the Notes do not guarantee the payment of interest or the return of the full principal amount at maturity. Instead, as described below and subject to automatic redemption, the Notes offer a Contingent Coupon for each Observation Date on which the Closing Value of each Underlier is greater than or equal to its Coupon Barrier Value. Investors should be willing to forgo dividend payments and, if the Final Underlier Value of any Underlier is less than its Buffer Value and the Final Underlier Value of each Underlier is less than its Initial Underlier Value, be willing to lose up to 70.00% of their principal at maturity. Investors will be exposed to the market risk of each Underlier and any decline in the value of one Underlier may negatively affect their return and will not be offset or mitigated by a lesser decline or, for purposes of determining whether a Contingent Coupon is payable, by any potential increase in the values of the other Underliers.

KEY TERMS*

Issuer: Barclays Bank PLC
Denominations: Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
Initial Valuation Date: July 28, 2025 Final Valuation Date: July 28, 2028
Issue Date: July 31, 2025 Maturity Date: August 2, 2028
Reference Assets: The common stock of Advanced Micro Devices, Inc. (the “AMD Underlier”), the common stock of Marvell Technology, Inc. (the “MRVL Underlier”) and the Class A common stock of Palantir Technologies Inc. (the “PLTR Underlier”) (each, an “Underlier” and together, the “Underliers”), as set forth in the following table:
  Underliers Bloomberg Ticker Initial Underlier Value(1) Coupon Barrier Value(2) Buffer Value(3)
  AMD Underlier AMD UW<Equity> $● $● $●
  MRVL Underlier MRVL UW<Equity> $● $● $●
  PLTR Underlier PLTR UW<Equity> $● $● $●
  (1) With respect to each Underlier, the Closing Value of that Underlier on the Initial Valuation Date
  (2) With respect to each Underlier, 60.00% of its Initial Underlier Value (rounded to two decimal places)
  (3) With respect to each Underlier, 70.00% of its Initial Underlier Value (rounded to two decimal places)
Automatic Redemption: The Notes will not be automatically redeemable for approximately the first year after the Issue Date. Beginning with the twelfth Observation Date, if, on any Observation Date (other than the Final Valuation Date), the Closing Value of each Underlier is greater than or equal to its Initial Underlier Value, the Notes will be automatically redeemed and you will receive on the immediately following Contingent Coupon Payment Date a cash payment per $1,000 principal amount Note equal to $1,000 plus the Contingent Coupon otherwise due. No further amounts will be payable on the Notes after they have been automatically redeemed.
Contingent Coupon:

$13.625 per $1,000 principal amount Note (based on a rate of 16.35% per annum or 1.3625% per month, rounded to four decimal places, if applicable)

If the Notes have not been automatically redeemed and the Closing Value of each Underlier on an Observation Date is greater than or equal to its Coupon Barrier Value, you will receive a Contingent Coupon on the related Contingent Coupon Payment Date. If the Closing Value of any Underlier on an Observation Date is less than its Coupon Barrier Value, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date.

Payment at Maturity:

If the Notes are not automatically redeemed, you will receive on the Maturity Date a cash payment per $1,000 principal amount Note determined as follows (in addition to any Contingent Coupon otherwise due):

§   If the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Buffer Value, you will receive a payment of $1,000 per $1,000 principal amount Note.

§   If (a) the Final Underlier Value of the Least Performing Underlier is less than its Buffer Value and (b) the Final Underlier Value of the Best Performing Underlier is greater than or equal to its Initial Underlier Value, you will receive a payment of $1,000 per $1,000 principal amount Note.

§   If (a) the Final Underlier Value of the Least Performing Underlier is less than its Buffer Value and (b) the Final Underlier Value of the Best Performing Underlier is less than its Initial Underlier Value, you will receive an amount per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 × (Underlier Return of the Least Performing Underlier + Buffer Percentage)]

If the Notes are not automatically redeemed and the Final Underlier Value of any Underlier is less than its Buffer Value and the Final Underlier Value of each Underlier is less than its Initial Underlier Value, your Notes will be exposed to the decline of the Least Performing Underlier in excess of the Buffer Percentage from its Initial Underlier Value and you will lose up to 70.00% of your principal at maturity. Any payment on the Notes, including any repayment of principal, is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power (as described on page PS-4 of this pricing supplement) by the relevant U.K. resolution authority. See “Selected Risk Considerations” and “Consent to U.K. Bail-in Power” in this pricing supplement and “Risk Factors” in the accompanying prospectus supplement.

Consent to U.K. Bail-in Power: Notwithstanding and to the exclusion of any other term of the Notes or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the Notes (or the trustee on behalf of the holders of the Notes), by acquiring the Notes, each holder or beneficial owner of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See “Consent to U.K. Bail-in Power” on page PS-4 of this pricing supplement.
Buffer Percentage: 30.00%

(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% 3.25% 96.75%
Total $● $● $● $●
(1)Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all selling concessions, fees or commissions, the public offering price for investors purchasing the Notes in such fee-based advisory accounts may be between $967.50 and $1,000 per $1,000 principal amount Note. Investors that hold their Notes in fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of such account based on the amount of assets held in those accounts, including the Notes.
(2)Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is expected to be between $866.50 and $926.50 per $1,000 principal amount Note. The estimated value is expected to be less than the initial issue price of the Notes. See “Additional Information Regarding Our Estimated Value of the Notes” on page PS-5 of this pricing supplement.
(3)Barclays Capital Inc. will receive commissions from the Issuer of up to $32.50 per $1,000 principal amount Note. Barclays Capital Inc. will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to other dealers. The actual commission received by Barclays Capital Inc. will be equal to the selling concession paid to such dealers.

Investing in the Notes involves a number of risks. See Risk Factorsbeginning on page S-9 of the prospectus supplement and Selected Risk Considerationsbeginning on page PS-12 of this pricing supplement.

The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these Notes or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The Notes constitute our unsecured and unsubordinated obligations. The Notes are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of the United States, the United Kingdom or any other jurisdiction.

PS-1

 

(Terms of the Notes continued from previous page)

Final Underlier Value: With respect to each Underlier, the Closing Value of that Underlier on the Final Valuation Date
Least Performing Underlier: The Underlier with the lowest Underlier Return
Best Performing Underlier: The Underlier with the highest Underlier Return
Underlier Return:

With respect to each Underlier, an amount calculated as follows:

Final Underlier Value – Initial Underlier Value
Initial Underlier Value

Observation Dates: August 28, 2025, September 29, 2025, October 28, 2025, November 28, 2025, December 29, 2025, January 28, 2026, March 2, 2026, March 30, 2026, April 28, 2026, May 28, 2026, June 29, 2026, July 28, 2026, August 28, 2026, September 28, 2026, October 28, 2026, November 30, 2026, December 28, 2026, January 28, 2027, March 1, 2027, March 29, 2027, April 28, 2027, May 28, 2027, June 28, 2027, July 28, 2027, August 30, 2027, September 28, 2027, October 28, 2027, November 29, 2027, December 28, 2027, January 28, 2028, February 28, 2028, March 28, 2028, April 28, 2028, May 30, 2028, June 28, 2028 and the Final Valuation Date
Contingent Coupon Payment Dates: September 5, 2025, October 6, 2025, November 4, 2025, December 5, 2025, January 6, 2026, February 4, 2026, March 9, 2026, April 6, 2026, May 5, 2026, June 4, 2026, July 6, 2026, August 4, 2026, September 4, 2026, October 5, 2026, November 4, 2026, December 7, 2026, January 5, 2027, February 4, 2027, March 8, 2027, April 5, 2027, May 5, 2027, June 7, 2027, July 6, 2027, August 4, 2027, September 7, 2027, October 5, 2027, November 4, 2027, December 6, 2027, January 4, 2028, February 4, 2028, March 6, 2028, April 4, 2028, May 5, 2028, June 6, 2028, July 6, 2028 and the Maturity Date
Closing Value: Closing Value has the meaning assigned to “closing price” set forth under “Reference Assets—Equity Securities—Special Calculation Provisions” in the prospectus supplement.
Calculation Agent: Barclays Bank PLC
Additional Terms: Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.
CUSIP / ISIN: 06746CFE4 / US06746CFE49
*The Underliers and the terms of the Notes are subject to adjustment by the Calculation Agent and the Maturity Date may be accelerated, in each case under certain circumstances as set forth in the accompanying prospectus supplement. See “Selected Risk Considerations—Risks Relating to the Underliers” below.
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,” “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

barclays PLC logo

PS-2

 

ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES

 

You should read this pricing supplement together with the prospectus dated May 15, 2025, as supplemented by the prospectus supplement dated May 15, 2025 relating to our Global Medium-Term Notes, Series A, of which these Notes are a part. 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 110257. As used in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC.

 

PS-3

 

consent to u.k. bail-in power

 

Notwithstanding and to the exclusion of any other term of the Notes or any other agreements, arrangements or understandings between us and any holder or beneficial owner of the Notes (or the trustee on behalf of the holders of the Notes), by acquiring the Notes, each holder or beneficial owner of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority.

 

Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the “FSMA”) threshold conditions for authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company that is a European Economic Area (“EEA”) or third country institution or investment firm, that the relevant EEA or third country relevant authority is satisfied that the resolution conditions are met in respect of that entity.

 

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, or any other amounts payable on, the Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, or any other amounts payable on, the Notes into shares or other securities or other obligations of Barclays Bank PLC or another person (and the issue to, or conferral on, the holder or beneficial owner of the Notes of such shares, securities or obligations); (iii) the cancellation of the Notes and/or (iv) the amendment or alteration of the maturity of the Notes, or the amendment of the amount of interest or any other amounts due on the Notes, or the dates on which interest or any other amounts become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder and beneficial owner of the Notes further acknowledges and agrees that the rights of the holders or beneficial owners of the Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders or beneficial owners of the Notes may have at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in England.

 

For more information, please see “Selected Risk Considerations—Risks Relating to the Issuer—You May Lose Some or All of Your Investment If Any U.K. Bail-in Power Is Exercised by the Relevant U.K. Resolution Authority” in this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materially adversely affect the value of any securities” and “Risk Factors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement.

 

PS-4

 

ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE NOTES

 

The final terms for the Notes will be determined on the date the Notes are initially priced for sale to the public, which we refer to as the Initial Valuation Date, based on prevailing market conditions on or prior to the Initial Valuation Date, and will be communicated to investors either orally or in a final pricing supplement.

 

Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which may or may not materialize, typically including volatility, interest rates and our internal funding rates. Our internal funding rates (which are our internally published borrowing rates based on variables such as market benchmarks, our appetite for borrowing, and our existing obligations coming to maturity) may vary from the levels at which our benchmark debt securities trade in the secondary market. Our estimated value on the Initial Valuation Date is based on our internal funding rates. Our estimated value of the Notes might be lower if such valuation were based on the levels at which our benchmark debt securities trade in the secondary market.

 

Our estimated value of the Notes on the Initial Valuation Date is expected to be less than the initial issue price of the Notes. The difference between the initial issue price of the Notes and our estimated value of the Notes is expected to result from several factors, including any sales commissions expected to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost that we may incur in hedging our obligations under the Notes, and estimated development and other costs that we may incur in connection with the Notes.

 

Our estimated value on the Initial Valuation Date is not a prediction of the price at which the Notes may trade in the secondary market, nor will it be the price at which Barclays Capital Inc. may buy or sell the Notes in the secondary market. Subject to normal market and funding conditions, Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the Notes in the secondary market but it is not obligated to do so.

 

Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market, if any, and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated value on the Initial Valuation Date for a temporary period expected to be approximately six months after the Issue Date because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the Notes and other costs in connection with the Notes that we will no longer expect to incur over the term of the Notes. We made such discretionary election and determined this temporary reimbursement period on the basis of a number of factors, which may include the tenor of the Notes and/or any agreement we may have with the distributors of the Notes. The amount of our estimated costs that we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the initial Issue Date of the Notes based on changes in market conditions and other factors that cannot be predicted.

 

We urge you to read the Selected Risk Considerationsbeginning on page PS-12 of this pricing supplement.

 

You may revoke your offer to purchase the Notes at any time prior to the Initial Valuation Date. We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to the Initial Valuation Date. In the event of any changes to the terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

 

PS-5

 

Selected Purchase Considerations

 

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

 

·You do not seek an investment that produces 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 at least one Underlier falls below its 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 any Underlier, which may be significant, and that your potential return on the Notes is limited to the Contingent Coupons, if any, paid on the Notes.

 

·You can tolerate a loss of up to 70.00% of your principal amount, and you are willing and able to make an investment that may have downside market risk similar to that of an investment in the Least Performing Underlier.

 

·You do not anticipate that the Closing Value of any Underlier will fall below its Coupon Barrier Value on any Observation Date.

 

·You do not anticipate that the Closing Value of any Underlier will fall below its Buffer Value on the Final Valuation Date or you anticipate that the Closing Value of at least one Underlier will remain at or above its Initial Underlier Value on the Final Valuation Date.

 

·You are willing and able to accept the individual market risk of each Underlier and understand that any decline in the value of one Underlier will not be offset or mitigated by a lesser decline or, for purposes of determining whether a Contingent Coupon is payable, by any potential increase in the value of any other Underlier.

 

·You understand and accept the risks that (a) you will not receive a Contingent Coupon if the Closing Value of any Underlier is less than its Coupon Barrier Value on an Observation Date and (b) you will lose up to 70.00% of your principal at maturity if the Final Underlier Value of any Underlier is less than its Buffer Value and the Final Underlier Value of each Underlier is less than its Initial Underlier Value.

 

·You understand and accept the risk that, if the Notes are not automatically redeemed, the Final Underlier Value of any Underlier is less than its Buffer Value and the Final Underlier Value of each Underlier is less than its Initial Underlier Value, the payment at maturity, if any, will be based solely on the Underlier Return of the Least Performing Underlier.

 

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

 

·You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the Underliers, nor will you have any voting rights with respect to the Underliers.

 

·You are willing and able to accept the risk that the Notes may be automatically redeemed and that you may not be able to reinvest your money in an alternative investment with comparable risk and yield.

 

·You can tolerate fluctuations in the price of the Notes that may be similar to or exceed the downside fluctuations in the value of the Underliers.

 

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

 

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

 

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

 

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

 

·You seek an investment that produces 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 at least one Underlier falls below its Coupon Barrier Value on one or more of the specified Observation Dates.

 

·You seek an investment that participates in the full appreciation of any or all of the Underliers rather than an investment with a return that is limited to the Contingent Coupons, 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 up to 70.00% of the principal amount of your Notes in the event that the Final Underlier Value of the Least Performing Underlier falls below its Buffer Value and the Final Underlier Value of the Best Performing Underlier falls below its Initial Underlier Value.

 

·You anticipate that the Closing Value of at least one Underlier will decline during the term of the Notes such that the Closing Value of at least one Underlier will fall below its Coupon Barrier Value on one or more Observation Dates.

 

·You anticipate that the Closing Value of at least one Underlier will fall below its Buffer Value on the Final Valuation Date and that the Closing Value of each Underlier will fall below its Initial Underlier Value on the Final Valuation Date.

 

·You are unwilling or unable to accept the individual market risk of each Underlier and/or do not understand that any decline in the value of one Underlier will not be offset or mitigated by a lesser decline or, for purposes of determining whether a Contingent Coupon is payable, by any potential increase in the value of any other Underlier.

 

PS-6

 

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

 

·You are unwilling or unable to accept the risk that the negative performance of any Underlier may cause you to not receive Contingent Coupons, regardless of the performance of any other Underlier.

 

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

 

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

 

·You cannot tolerate fluctuations in the price of the Notes that may be similar to or exceed the downside fluctuations in the value of the Underliers.

 

·You seek an investment for which there will be an active secondary market, and/or you are unwilling or unable to hold the Notes to maturity if the Notes are not automatically redeemed.

 

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

 

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

 

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

 

You must rely on your own evaluation of the merits of an investment in the Notes. You should reach a decision whether to invest in the Notes after carefully considering, with your advisors, the appropriateness of the Notes in light of your investment objectives and the specific information set out in this pricing supplement, the prospectus and the prospectus supplement. Neither the Issuer nor Barclays Capital Inc. makes any recommendation as to the appropriateness of the Notes for investment.

 

PS-7

 

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE ON A SINGLE CONTINGENT COUPON PAYMENT DATE

 

The following examples demonstrate the circumstances under which you may receive a Contingent Coupon on a hypothetical Contingent Coupon Payment Date. The examples set forth below are purely hypothetical and are provided for illustrative purposes only. The numbers appearing in the following tables and examples have been rounded for ease of analysis. The hypothetical examples below do not take into account any tax consequences from investing in the Notes and make the following key assumptions:

 

§Hypothetical Initial Underlier Value of each Underlier: $100.00*

 

§Hypothetical Coupon Barrier Value for each Underlier: $60.00 (60.00% of the hypothetical Initial Underlier Value set forth above)*

 

*The hypothetical Initial Underlier Value of $100.00 and the hypothetical Coupon Barrier Value of $60.00 for each Underlier have been chosen for illustrative purposes only and may not represent likely actual Initial Underlier Values or Coupon Barrier Values for the Underliers. The actual Initial Underlier Value for each Underlier will be equal to its Closing Value on the Initial Valuation Date and the actual Coupon Barrier Value for each Underlier will be equal to 60.00% of its Initial Underlier Value.

 

For information regarding recent values of the Underliers, please see “Information Regarding the Underliers” in this pricing supplement.

 

Example 1: The Closing Value of each Underlier is greater than its Coupon Barrier Value on the relevant Observation Date.

 

Underlier Closing Value on Relevant Observation Date
AMD Underlier $105.00
MRVL Underlier $85.00
PLTR Underlier $150.00

 

Because the Closing Value of each Underlier is greater than its Coupon Barrier Value, you will receive a Contingent Coupon of $13.625 (1.3625% of the principal amount per Note) on the related Contingent Coupon Payment Date.

 

Example 2: The Closing Value of one Underlier is less than its Coupon Barrier Value on the relevant Observation Date, and the Closing Value of each other Underlier is greater than its Coupon Barrier Value on the relevant Observation Date.

 

Underlier Closing Value on Relevant Observation Date
AMD Underlier $140.00
MRVL Underlier $40.00
PLTR Underlier $85.00

 

Because the Closing Value of at least one Underlier is less than its Coupon Barrier Value, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date.

 

Example 3: The Closing Value of each Underlier is less than its Coupon Barrier Value on the relevant Observation Date.

 

Underlier Closing Value on Relevant Observation Date
AMD Underlier $45.00
MRVL Underlier $55.00
PLTR Underlier $40.00

 

Because the Closing Value of at least one Underlier is less than its Coupon Barrier Value, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date.

 

Examples 2 and 3 demonstrate that you may not receive a Contingent Coupon on a Contingent Coupon Payment Date. If the Closing Value of at least one Underlier is below its Coupon Barrier Value on each Observation Date, you will not receive any Contingent Coupons during the term of the Notes.

 

PS-8

 

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE upon an automatic REDEMPTION

 

The following examples demonstrate the hypothetical total return upon an automatic redemption under various circumstances. The examples set forth below are purely hypothetical and are provided for illustrative purposes only. The numbers appearing in the following tables and examples have been rounded for ease of analysis. The hypothetical examples below do not take into account any tax consequences from investing in the Notes and make the following key assumption:

 

§Hypothetical Initial Underlier Value of each Underlier: $100.00*

 

*The hypothetical Initial Underlier Value of $100.00 for each Underlier has been chosen for illustrative purposes only and may not represent likely actual Initial Underlier Values for the Underliers. The actual Initial Underlier Value for each Underlier will be equal to its Closing Value on the Initial Valuation Date.

 

For information regarding recent values of the Underliers, please see “Information Regarding the Underliers” in this pricing supplement.

 

Example 1: The Notes are automatically redeemed on the twelfth Observation Date.

 

Observation Date Underlier Closing Value on Observation Date Are the Notes Automatically Redeemed? Payment upon Automatic Redemption
1 AMD Underlier $140.00 N/A N/A
MRVL Underlier $135.00
PLTR Underlier $120.00
2-11 AMD Underlier Various N/A N/A
MRVL Underlier
PLTR Underlier
12 AMD Underlier $130.00 Yes $1,013.625
MRVL Underlier $125.00
PLTR Underlier $140.00

 

Because the Closing Value of each Underlier on the twelfth Observation Date (which is one year after the Issue Date and is the first Observation Date on which the Notes may be automatically redeemed) is greater than its Initial Underlier Value, the Notes are automatically redeemed on the immediately following Contingent Coupon Payment Date. You will receive on the relevant Contingent Coupon Payment Date a cash payment of $1,013.625 per $1,000 principal amount Note, which is equal to your principal amount plus the Contingent Coupon otherwise due. No further amounts will be payable on the Notes after they have been automatically redeemed.

 

Example 2: The Notes are automatically redeemed on the thirty-fifth Observation Date.

 

Observation Date Underlier Closing Value on Observation Date Are the Notes Automatically Redeemed? Payment upon Automatic Redemption
1 AMD Underlier $80.00 N/A N/A
MRVL Underlier $115.00
PLTR Underlier $95.00
2-11 AMD Underlier Various N/A N/A
MRVL Underlier
PLTR Underlier
12-34 AMD Underlier Various (at least one Underlier below Initial Underlier Value) No N/A
MRVL Underlier
PLTR Underlier
35 AMD Underlier $105.00 Yes $1,013.625
MRVL Underlier $120.00
PLTR Underlier $115.00

 

Because the Closing Value of each Underlier on the thirty-fifth Observation Date is greater than its Initial Underlier Value, the Notes are automatically redeemed on the immediately following Contingent Coupon Payment Date. You will receive on the relevant Contingent Coupon Payment Date a cash payment of $1,013.625 per $1,000 principal amount Note, which is equal to your principal amount plus the Contingent Coupon otherwise due. No further amounts will be payable on the Notes after they have been automatically redeemed.

 

If the Closing Value of at least one Underlier is below its Initial Underlier Value on each Observation Date, the Notes will not be automatically redeemed and you may lose up to 70.00% of your principal at maturity. See “Hypothetical Examples of Amounts Payable at Maturity” below.

 

PS-9

 

Hypothetical EXAMPLES OF AMOUNTS PAYABLE at Maturity

 

The following table illustrates the hypothetical payment at maturity under various circumstances. The examples set forth below are purely hypothetical and are provided for illustrative purposes only. The numbers appearing in the following table and examples have been rounded for ease of analysis. The hypothetical examples below do not take into account any tax consequences from investing in the Notes and make the following key assumptions:

 

§Hypothetical Initial Underlier Value of each Underlier: $100.00*

 

§Hypothetical Coupon Barrier Value for each Underlier: $60.00 (60.00% of the hypothetical Initial Underlier Value set forth above)*

 

§Hypothetical Buffer Value for each Underlier: $70.00 (70.00% of the hypothetical Initial Underlier Value set forth above)*

 

§You hold the Notes to maturity, and the Notes are NOT automatically redeemed.

 

*The hypothetical Initial Underlier Value of $100.00, the hypothetical Coupon Barrier Value of $60.00 and the hypothetical Buffer Value of $70.00 for each Underlier have been chosen for illustrative purposes only and may not represent likely actual Initial Underlier Values, Coupon Barrier Values or Buffer Values for the Underliers. The actual Initial Underlier Value for each Underlier will be equal to its Closing Value on the Initial Valuation Date, and the actual Coupon Barrier Value and Buffer Value for each Underlier will be equal to 60.00% and 70.00%, respectively, of its Initial Underlier Value.

 

For information regarding recent values of the Underliers, please see “Information Regarding the Underliers” in this pricing supplement.

 

Final Underlier Value of the Least Performing Underlier Underlier Return of the Least Performing Underlier Final Underlier Value of the Best Performing Underlier is less than its Initial Underlier Value Final Underlier Value of the Best Performing Underlier is greater than or equal to its Initial Underlier Value
Payment at Maturity** Total Return on Notes Payment at Maturity** Total Return on Notes
$150.00 50.00% N/A N/A $1,000.00 0.00%
$140.00 40.00% N/A N/A $1,000.00 0.00%
$130.00 30.00% N/A N/A $1,000.00 0.00%
$120.00 20.00% N/A N/A $1,000.00 0.00%
$110.00 10.00% N/A N/A $1,000.00 0.00%
$100.00 0.00% N/A N/A $1,000.00 0.00%
$90.00 -10.00% $1,000.00 0.00% $1,000.00 0.00%
$80.00 -20.00% $1,000.00 0.00% $1,000.00 0.00%
$70.00 -30.00% $1,000.00 0.00% $1,000.00 0.00%
$60.00 -40.00% $900.00 -10.00% $1,000.00 0.00%
$50.00 -50.00% $800.00 -20.00% $1,000.00 0.00%
$40.00 -60.00% $700.00 -30.00% $1,000.00 0.00%
$30.00 -70.00% $600.00 -40.00% $1,000.00 0.00%
$20.00 -80.00% $500.00 -50.00% $1,000.00 0.00%
$10.00 -90.00% $400.00 -60.00% $1,000.00 0.00%
$0.00 -100.00% $300.00 -70.00% $1,000.00 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 Underlier Value of the AMD Underlier is $150.00, the Final Underlier Value of the MRVL Underlier is $130.00 and the Final Underlier Value of the PLTR Underlier is $140.00.

 

Because the MRVL Underlier has the lowest Underlier Return, the MRVL Underlier is the Least Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Buffer Value, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you hold (plus the Contingent Coupon otherwise due), regardless of the Final Underlier Value of any other Underlier.

 

Example 1 demonstrates that you will not participate in any appreciation in the value of any Underlier. Even though each Underlier appreciated significantly, the payment at maturity is limited to $1,000 per $1,000 principal amount Note that you hold (plus the Contingent Coupon otherwise due).

 

Example 2: The Final Underlier Value of the AMD Underlier is $65.00, the Final Underlier Value of the MRVL Underlier is $140.00 and the Final Underlier Value of the PLTR Underlier is $95.00.

 

Because the AMD Underlier has the lowest Underlier Return, the AMD Underlier is the Least Performing Underlier. Because the MRVL Underlier has the highest Underlier Return, the MRVL Underlier is the Best Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is less than its Buffer Value and the Final Underlier Value of the Best Performing Underlier is greater

 

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than or equal to its Initial Underlier Value, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you hold (plus the Contingent Coupon otherwise due).

 

Example 3: The Final Underlier Value of the AMD Underlier is $90.00, the Final Underlier Value of the MRVL Underlier is $30.00 and the Final Underlier Value of the PLTR Underlier is $105.00.

 

Because the MRVL Underlier has the lowest Underlier Return, the MRVL Underlier is the Least Performing Underlier. Because the PLTR Underlier has the highest Underlier Return, the PLTR Underlier is the Best Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is less than its Buffer Value and the Final Underlier Value of the Best Performing Underlier is greater than or equal to its Initial Underlier Value, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you hold. Because, however, the Final Underlier Value of at least one Underlier is less than its Coupon Barrier Value, you will not receive a Contingent Coupon on the Maturity Date, regardless of the Final Underlier Value of any other Underlier.

 

Examples 2 and 3 demonstrate that you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you hold (plus any Contingent Coupon otherwise due) if the Final Underlier Value of any Underlier is greater than or equal to its Initial Underlier Value, regardless of the Final Underlier Value of any other Underlier.

 

Example 4: The Final Underlier Value of the AMD Underlier is $80.00, the Final Underlier Value of the MRVL Underlier is $65.00 and the Final Underlier Value of the PLTR Underlier is $75.00.

 

Because the MRVL Underlier has the lowest Underlier Return, the MRVL Underlier is the Least Performing Underlier. Because the AMD Underlier has the highest Underlier Return, the AMD Underlier is the Best Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is less than its Buffer Value and the Final Underlier Value of the Best Performing Underlier is less than its Initial Underlier Value, you will receive a payment at maturity of $950.00 per $1,000 principal amount Note that you hold (plus the Contingent Coupon otherwise due), calculated as follows:

 

$1,000 + [$1,000 × (Underlier Return of the Least Performing Underlier + Buffer Percentage)]

 

$1,000 + [$1,000 × (-35.00% + 30.00%)] = $950.00

 

Example 5: The Final Underlier Value of the AMD Underlier is $30.00, the Final Underlier Value of the MRVL Underlier is $40.00 and the Final Underlier Value of the PLTR Underlier is $95.00.

 

Because the AMD Underlier has the lowest Underlier Return, the AMD Underlier is the Least Performing Underlier. Because the PLTR Underlier has the highest Underlier Return, the PLTR Underlier is the Best Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is less than its Buffer Value and the Final Underlier Value of the Best Performing Underlier is less than its Initial Underlier Value, you will receive a payment at maturity of $600.00 per $1,000 principal amount Note that you hold, calculated as follows:

 

$1,000 + [$1,000 × (Underlier Return of the Least Performing Underlier + Buffer Percentage)]

 

$1,000 + [$1,000 × (-70.00% + 30.00%)] = $600.00

 

In addition, because the Final Underlier Value of at least one Underlier is less than its Coupon Barrier Value, you will not receive a Contingent Coupon on the Maturity Date.

 

Examples 4 and 5 demonstrate that, if the Notes are not automatically redeemed, and if the Final Underlier Value of the Least Performing Underlier is less than its Buffer Value and the Final Underlier Value of the Best Performing Underlier is less than its Initial Underlier Value, your investment in the Notes will be exposed to the decline of the Least Performing Underlier in excess of the Buffer Percentage from its Initial Underlier Value. You will not benefit in any way from the Underlier Return of any other Underlier being higher than the Underlier Return of the Least Performing Underlier.

 

If the Notes are not automatically redeemed, you may lose up to 70.00% 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.

 

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Selected Risk Considerations

 

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Underliers. Some of the risks that apply to an investment in the Notes are summarized below, but we urge you to read the more detailed explanation of risks relating to the Notes generally in the “Risk Factors” section of the prospectus supplement. You should not purchase the Notes unless you understand and can bear the risks of investing in the Notes.

 

Risks Relating to the Notes Generally

 

·Your Investment in the Notes May Result in a Significant Loss—The Notes differ from ordinary debt securities in that the Issuer will not necessarily repay the full principal amount of the Notes at maturity. If the Notes are not automatically redeemed, and if the Final Underlier Value of the Least Performing Underlier is less than its Buffer Value and the Final Underlier Value of the Best Performing Underlying is less than its Initial Underlier Value, your Notes will be exposed to the decline of the Least Performing Underlier in excess of the Buffer Percentage from its Initial Underlier Value. You may lose up to 70.00% of the principal amount of your Notes.

 

·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 each Underlier on the related Observation Date is greater than or equal to its Coupon Barrier Value. If the Closing Value of any Underlier on an Observation Date is less than its Coupon Barrier Value, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date. If the Closing Value of at least one Underlier is less than its Coupon Barrier Value on each Observation Date, you will not receive any Contingent Coupons during the term of the Notes.

 

·Your Potential Return on the Notes Is Limited to the Contingent Coupons, If Any, and You Will Not Participate in Any Appreciation of Any Underlier—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. You will not participate in any appreciation in the value of any Underlier, which may be significant, even though you will be exposed to the depreciation in the Least Performing Underlier in excess of the Buffer Percentage from its Initial Underlier Value if the Notes are not automatically redeemed and the Final Underlier Value of the Least Performing Underlier is less than its Buffer Value and the Final Underlier Value of the Best Performing Underlying is less than its Initial Underlier Value.

 

·Because the Notes Are Linked to Multiple Underliers Individually, You Are Exposed to Greater Risks of No Contingent Coupons and Sustaining a Loss of Principal at Maturity Than If the Notes Were Linked to a Single Underlier—The risk that you will not receive any Contingent Coupons and lose up to 70.00% of your principal amount in the Notes at maturity is greater if you invest in the Notes as opposed to substantially similar securities that are linked to the performance of a single Underlier. With multiple Underliers, it is more likely that the Closing Value of at least one Underlier will be less than its Coupon Barrier Value on the specified Observation Dates or less than its Buffer Value on the Final Valuation Date, and therefore, it is more likely that you will not receive any Contingent Coupons and/or that you will suffer a loss of up to 70.00% of your principal at maturity. Further, the performance of the Underliers may not be correlated or may be negatively correlated. The lower the correlation between multiple Underliers, the greater the potential for one of those Underliers to close below its Coupon Barrier Value or Buffer Value on an Observation Date or the Final Valuation Date, respectively.

 

It is impossible to predict what the correlation among the Underliers will be over the term of the Notes. The Underliers represent different equity markets. These different equity markets may not perform similarly over the term of the Notes.

 

Although the correlation of the Underliers’ performance may change over the term of the Notes, the Contingent Coupon rate is determined, in part, based on the correlation of the Underliers’ performance calculated using our internal models at the time when the terms of the Notes are finalized. A higher Contingent Coupon is generally associated with lower correlation of the Underliers, which reflects a greater potential for missed Contingent Coupons and for a loss of principal at maturity.

 

·You Are Exposed to the Market Risk of Each Underlier—Your return on the Notes is not linked to a basket consisting of the Underliers. Rather, it will be contingent upon the independent performance of each Underlier. 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 Underlier. Poor performance by any Underlier over the term of the Notes may negatively affect your return and will not be offset or mitigated by a lesser decline or, for purposes of determining whether a Contingent Coupon is payable, by any potential increase in the values of the other Underliers. To receive a Contingent Coupon, the Closing Value of each Underlier must be greater than or equal to its Coupon Barrier Value on the applicable Observation Date. In addition, if the Notes have not been automatically redeemed, and if the Final Underlier Value of any Underlier is less than its Buffer Value and the Final Underlier Value of the Best Performing Underlier is less than its Initial Underlier Value, you will be exposed to the decline of the Least Performing Underlier in excess of the Buffer Percentage from its Initial Underlier Value. Accordingly, your investment is subject to the market risk of each Underlier.

 

·Automatic Redemption and Reinvestment Risk—If the Notes are automatically redeemed, the holding period over which you may receive Contingent Coupons could be as short as approximately one year. The payment upon an automatic redemption, together with any Contingent Coupons that you may have received on prior Contingent Coupon Payment Dates, may be less than the aggregate amount of payments that you would have received had the Notes not been automatically 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 automatically redeemed prior to the Maturity Date. No additional payments will be

 

PS-12

 

due after an automatic redemption. The automatic redemption feature of the Notes may also adversely impact your ability to sell your Notes and the price at which they may be sold.

 

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

 

·Contingent Repayment of the Principal Amount Applies Only at Maturity or upon Any Automatic Redemption—You should be willing to hold your Notes to maturity or any automatic redemption. If you sell your Notes prior to such time in the secondary market, if any, you may have to sell your Notes at a price that is less than the principal amount even if at that time the value of each Underlier has increased from its Initial Underlier Value. See “—Risks Relating to the Estimated Value of the Notes and the Secondary Market—Many Economic and Market Factors Will Impact the Value of the Notes” below.

 

·The Notes Are Subject to Volatility Risk—Volatility is a measure of the degree of variation in the price of an asset (or level of an index) over a period of time. The Contingent Coupon is determined based on a number of factors, including the expected volatility of the Underliers. The Contingent Coupon 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 be if the level of expected volatility of the Underliers taken into account in determining the terms of the Notes were lower. As volatility of an Underlier increases, there will typically be a greater likelihood that (a) the Closing Value of that Underlier on one or more Observation Dates will be less than its Coupon Barrier Value and (b) the Final Underlier Value of that Underlier will be less than its Buffer Value.

 

Accordingly, you should understand that a higher Contingent Coupon reflects, among other things, an indication of a greater likelihood that you will (a) not receive Contingent Coupons 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 Contingent Coupon been lower. In addition, actual volatility over the term of the Notes may be significantly higher than expected volatility at the time the terms of the Notes were determined. If actual volatility is higher than expected, you will face an even greater risk that you will not receive Contingent Coupons and/or that you will lose up to 70.00% of your principal at maturity for the reasons described above.

 

·Owning the Notes Is Not the Same as Owning the Underliers—The return on the Notes may not reflect the return you would realize if you actually owned the Underliers. As a holder of the Notes, you will not have voting rights or rights to receive dividends or other distributions or other rights that holders of the Underliers would 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.

 

PS-13

 

Risks Relating to the Underliers

 

·There Are Risks Associated with Single Equities—The price of each Underlier can rise or fall sharply due to factors specific to that Underlier and its issuer, 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 issuer of each Underlier.

 

·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 an Underlier. However, the Calculation Agent might not make such adjustments in response to all events that could affect an Underlier. 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 the market price of, and 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 an Underlier, the Calculation Agent may replace that Underlier 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 that Underlier 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 an Underlier, 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.

 

·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 an Underlier, or engaging in transactions in them, the Calculation Agent may determine that a change-in-law event has occurred and accelerate the Maturity Date for a payment determined by the Calculation Agent in its sole discretion. Any amount payable upon acceleration could be significantly less than any amount that would be due on the Notes if they were not accelerated. However, if the Calculation Agent elects not to accelerate the Notes, the value of, and any amount payable on, the Notes could be adversely affected, perhaps significantly, by the occurrence of those legal or regulatory changes. See “Terms of the Notes—Change-in-Law Events” in the accompanying prospectus supplement.

 

·Historical Performance of the Underliers Should Not Be Taken as Any Indication of the Future Performance of the Underliers Over the Term of the Notes—The value of each Underlier has fluctuated in the past and may, in the future, experience significant fluctuations. The historical performance of an Underlier is not an indication of the future performance of that Underlier over the term of the Notes. The historical correlation between the Underliers is not an indication of the future correlation between them over the term of the Notes. Therefore, the performance of the Underliers 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 Underlier.

 

Risks Relating to Conflicts of Interest

 

·We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect the Notes in Various Ways and Create Conflicts of Interest—We and our affiliates play a variety of roles in connection with the issuance of the Notes, as described below. In performing these roles, our and our affiliates’ economic interests are potentially adverse to your interests as an investor in the Notes.

 

In connection with our normal business activities and in connection with hedging our obligations under the Notes, we and our affiliates make markets in and trade various financial instruments or products for our accounts and for the account of our clients and otherwise provide investment banking and other financial services with respect to these financial instruments and products. These financial instruments and products may include securities, derivative instruments or assets that may relate to the Underliers. In any such market making, trading and hedging activity, and other financial services, we or our affiliates may take positions or take actions that are inconsistent with, or adverse to, the investment objectives of the holders of the Notes. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the Notes into account in conducting these activities. Such market making, trading and hedging activity, investment banking and other financial services may negatively impact the value of the Notes.

 

In addition, the role played by Barclays Capital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of Barclays Bank PLC, as issuer of the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the distribution of the Notes and such compensation or financial benefit may serve as an incentive to sell the Notes instead of other investments. Furthermore, we and our affiliates establish the offering price of the Notes for initial sale to the public, and the offering price is not based upon any independent verification or valuation.

 

PS-14

 

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 Underliers and make any other determinations necessary to calculate any payments on the Notes. In making these determinations, we may be required to make discretionary judgments, including those described in the accompanying prospectus supplement and under “—Risks Relating to the Underliers” above. In making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the Notes, and any of these determinations may adversely affect any payments on the Notes.

 

Risks Relating to the Estimated Value of the Notes and the Secondary Market

 

·Lack of Liquidity—The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.

 

·Many Economic and Market Factors Will Impact the Value of the Notes—The value of the Notes will be affected by a number of economic and market factors that interact in complex and unpredictable ways and that may either offset or magnify each other, including:

 

othe market prices of, dividend rates on and expected volatility of the Underliers;

 

ocorrelation (or lack of correlation) of the Underliers;

 

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.

 

·The Estimated Value of Your Notes Is Expected to Be Lower Than the Initial Issue Price of Your Notes—The estimated value of your Notes on the Initial Valuation Date is expected to be lower, and may be significantly lower, than the initial issue price of your Notes. The difference between the initial issue price of your Notes and the estimated value of the Notes is expected as a result of certain factors, such as any sales commissions expected to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost which we may incur in hedging our obligations under the Notes, and estimated development and other costs which we may incur in connection with the Notes.

 

·The Estimated Value of Your Notes Might Be Lower If Such Estimated Value Were Based on the Levels at Which Our Debt Securities Trade in the Secondary Market—The estimated value of your Notes on the Initial Valuation Date is based on a number of variables, including our internal funding rates. Our internal funding rates may vary from the levels at which our benchmark debt securities trade in the secondary market. As a result of this difference, the estimated values referenced above might be lower if such estimated values were based on the levels at which our benchmark debt securities trade in the secondary market.

 

·The Estimated Value of the Notes Is Based on Our Internal Pricing Models, Which May Prove to Be Inaccurate and May Be Different from the Pricing Models of Other Financial Institutions—The estimated value of your Notes on the Initial Valuation Date is based on our internal pricing models, which take into account a number of variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and assumptions are not evaluated or verified on an independent basis. Further, our pricing models may be different from other financial institutions’ pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other financial institutions which may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your Notes may be materially different from the estimated value of the Notes determined by reference to our internal pricing models.

 

·The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, If Any, and Such Secondary Market Prices, If Any, Will Likely Be Lower Than the Initial Issue Price of Your Notes and May Be Lower Than the Estimated Value of Your Notes—The estimated value of the Notes will not be a prediction of the prices at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Notes in the secondary market at any time will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than our estimated value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs related to the Notes such as fees, commissions, discounts, and the costs of hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the initial issue price of your Notes. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties may be

 

PS-15

 

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.

 

PS-16

 

Information Regarding the UNDERLIERS

 

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 (the “Exchange Act”), are required to file financial and other information specified by the SEC periodically. Information provided to or filed with the SEC by the issuer of each Underlier can be located on a website maintained by the SEC at http://www.sec.gov by reference to that issuer’s SEC file number provided below.

 

Included below is a brief description of the issuer of each Underlier. This information has been obtained from publicly available sources. Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or the accompanying prospectus or prospectus supplement. We have not independently verified the accuracy or completeness of the information contained in outside sources.

 

Advanced Micro Devices, Inc.

 

According to publicly available information, Advanced Micro Devices, Inc. is a semiconductor company whose products include Artificial Intelligence (AI) accelerators, microprocessors (CPUs) for servers and graphics processing units (GPUs), as standalone devices or as incorporated into accelerated processing units (APUs), chipsets, data center and professional GPUs, embedded processors, semi-custom System-on-Chip (SOC) products, microprocessor and SoC development services and technology, data processing units (DPUs), Field Programmable Gate Arrays (FPGAs), System on Modules (SOMs), Smart Network Interface Cards (SmartNICs) and Adaptive SoC products and that, from time to time, may also sell or license portions of its intellectual property portfolio. Information filed by Advanced Micro Devices, Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-07882. The common stock of Advanced Micro Devices, Inc. is listed on The Nasdaq Stock Market under the ticker symbol “AMD.”

 

Historical Performance of the AMD Underlier

 

The graph below sets forth the historical performance of the AMD Underlier based on the daily Closing Values from January 2, 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. The Closing Values below may have been adjusted to reflect certain corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings and bankruptcy.

 

Historical Performance of the AMD Underlier

 

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

 

PS-17

 

Marvell Technology, Inc.

 

According to publicly available information, Marvell Technology, Inc. is a supplier of data infrastructure semiconductor products and services. On April 20, 2021, Marvell Technology Group Ltd. (“Legacy Marvell”) completed the acquisition of Inphi Corporation pursuant to which Legacy Marvell and Inphi Corporation became wholly owned subsidiaries of Marvell Technology, Inc., and Marvell Technology, Inc. became the successor SEC registrant to Legacy Marvell. The MRVL Underlier began trading on The Nasdaq Stock Market on April 21, 2021 under the ticker symbol “MRVL,” the same symbol under which Legacy Marvell’s common shares (the “Legacy MRVL Underlier”) previously traded.

 

Information filed by Marvell Technology, Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-40357. The common stock of Marvell Technology, Inc. is listed on The Nasdaq Stock Market under the ticker symbol “MRVL.”

 

Historical Performance of the MRVL Underlier

 

The graph below sets forth the historical performance of the Legacy MRVL Underlier and the MRVL Underlier based on the daily Closing Values from January 2, 2020 through June 27, 2025. The data in the graph prior to April 21, 2021 reflects the performance of the Legacy MRVL Underlier, and the data in the graph on and after April 21, 2021 reflects the performance of the MRVL Underlier. 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. The Closing Values below may have been adjusted to reflect certain corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings and bankruptcy.

 

Historical Performance of the Legacy MRVL Underlier and the MRVL Underlier*

 

 

* The vertical red line indicates April 21, 2021. The performance to the left of the vertical red line reflects the Legacy MRVL Underlier and the performance to the right of the vertical red line reflects the MRVL Underlier.

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

 

PS-18

 

Palantir Technologies Inc.

 

According to publicly available information, Palantir Technologies Inc. develops software that helps organizations integrate their data, decisions and operations at scale. Information filed by Palantir Technologies Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-39540. The Class A common stock of Palantir Technologies Inc. is listed on The Nasdaq Stock Market under the ticker symbol “PLTR.” Prior to November 26, 2024, the PLTR Underlier was listed on the New York Stock Exchange.

 

Historical Performance of the PLTR Underlier

 

The graph below sets forth the historical performance of the PLTR Underlier based on the daily Closing Values from September 30, 2020 through June 27, 2025. The PLTR Underlier commenced regular trading on the New York Stock Exchange on September 30, 2020 (but currently trades on The Nasdaq Stock Market) 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. The Closing Values below may have been adjusted to reflect certain corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings and bankruptcy.

 

Historical Performance of the PLTR Underlier

 

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

 

  

 

PS-19

 

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 Contingent 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 Contingent 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 long-term capital gain or loss if you hold the Notes for more than one year, 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, we expect that these regulations will 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. If necessary, further information regarding the potential application of Section 871(m) will be provided in the pricing supplement for the Notes. You should consult your tax advisor regarding the potential application of Section 871(m) to the Notes.

 

PS-20

 

SUPPLEMENTAL PLAN OF DISTRIBUTION

 

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

 

PS-21

 

FAQ

Who is Liquidia's new Chief Accounting Officer and when was she appointed?

Dana Boyle was appointed CAO effective July 1, 2025.

What is the base salary and bonus opportunity for LQDA's new CAO?

Boyle will earn a $425,000 base salary and is eligible for a 50 % annual cash bonus.

How many restricted stock units did Dana Boyle receive from Liquidia?

She received RSUs valued at $300,000 on the grant date, vesting over four years.

What severance benefits could the CAO receive upon termination?

She may receive 12 months of salary, COBRA premiums, and accelerated equity vesting if terminated during a change-in-control period.

Does the 8-K disclose any related-party transactions involving Ms. Boyle?

No. The filing states no direct or indirect material interests under Item 404(a).
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