The information in this preliminary
pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus, prospectus
supplement and product supplement do not constitute an offer to sell the securities and we are not soliciting an offer to buy the securities
in any state where the offer or sale is not permitted.
Subject to Completion. Dated
July 23, 2024
|
PRICING SUPPLEMENT dated July , 2024
(To the Prospectus dated May 23, 2022,
the Prospectus Supplement dated June 27, 2022 and
the Product Supplement No. WF-1 dated October 17, 2022) |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-265158
|
|
Barclays Bank PLC
Global Medium-Term Notes, Series
A |
|
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the
Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares
of Rio Tinto plc due August 3, 2027 |
| n | Linked
to the lowest performing of the common stock of Apple Inc., the common stock of Devon Energy
Corporation and the American depositary shares of Rio Tinto plc (each referred to as an “Underlying
Stock”) |
| n | Unlike
ordinary debt securities, the securities do not provide for fixed payments of interest, do
not guarantee any return of principal at stated maturity and are subject to potential automatic
call prior to stated maturity upon the terms described below. Whether the securities pay
a contingent coupon, whether the securities are automatically called prior to stated maturity
and, if the securities are not automatically called, whether you are repaid the principal
amount of your securities at stated maturity will depend in each case on the stock closing
price of the lowest performing Underlying Stock on the relevant calculation day. The lowest
performing Underlying Stock on any calculation day is the Underlying Stock that has the lowest
performance factor on that calculation day, calculated for each Underlying Stock as the stock
closing price of that Underlying Stock on that calculation day divided by its starting
price. |
| n | Contingent
Coupon. The securities will pay a contingent coupon on a quarterly basis until the earlier
of stated maturity or automatic call if the stock closing price of the lowest performing
Underlying Stock on the calculation day for the relevant quarter is greater than or equal
to its threshold price. However, if the stock closing price of the lowest performing Underlying
Stock on a calculation day is less than its threshold price, you will not receive any contingent
coupon for the relevant quarter. If the stock closing price of the lowest performing Underlying
Stock on each calculation day is less than its threshold price, you will not receive any
contingent coupons throughout the entire term of the securities. The contingent coupon rate
will be determined on the pricing date and will be at least 12.75% per annum. |
| n | Automatic
Call. If the stock closing price of the lowest performing Underlying Stock on any of
the calculation days from January 2025 to April 2027, inclusive, is greater than or equal
to its starting price, the securities will be automatically called for the principal amount
plus the contingent coupon payment otherwise due. The securities will not be subject to automatic
call until approximately six months after their issue date. |
| n | Potential
Loss of Principal. If the securities are not automatically called prior to stated maturity,
you will receive the principal amount at stated maturity if the stock closing price of the
lowest performing Underlying Stock on the final calculation day is greater than or equal
to its threshold price. If the stock closing price of the lowest performing Underlying Stock
on the final calculation day is less than its threshold price, you will lose more than 40%,
and possibly all, of the principal amount of your securities. |
| n | The
threshold price of each Underlying Stock is equal to 60% of its starting price. |
| n | You
will not participate in any appreciation of any Underlying Stock. |
| n | Your
return on the securities will depend solely on the performance of the Underlying Stock
that is the lowest performing Underlying Stock on each calculation day. You will not benefit
in any way from the performance of the better performing Underlying Stocks. Therefore, you
will be adversely affected if any Underlying Stock performs poorly, even if the other
Underlying Stocks perform favorably. |
| n | Any
payment on the securities, including any repayment of principal, is subject to the creditworthiness
of Barclays Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were
to default on its payment obligations or become subject to the exercise of any U.K. Bail-in
Power (as described on page PPS-7 of this pricing supplement) by the relevant U.K. resolution
authority, you might not receive any amounts owed to you under the securities. See “Selected
Risk Considerations” and “Consent to U.K. Bail-in Power” in this pricing
supplement and “Risk Factors” in the accompanying prospectus supplement. |
| n | No
fixed periodic interest payments or dividends |
| n | No
exchange listing; designed to be held to maturity |
See “Additional Information about the
Issuer and the Securities” on page PPS-5 of this pricing supplement. The securities will have the terms specified in the prospectus
dated May 23, 2022, the prospectus supplement dated June 27, 2022 and the product supplement no. WF-1 dated October 17, 2022, as supplemented
or superseded by this pricing supplement.
The securities have complex features and investing
in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations”
on page PPS-12 herein, “Risk Factors” beginning on page PS-3 of the product supplement and “Risk Factors” beginning
on page S-9 of the prospectus supplement.
The securities constitute our unsecured and
unsubordinated obligations. The securities 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.
Neither the U.S. Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined that
this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Notwithstanding and to the exclusion of any
other term of the securities or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial
owner of the securities (or the trustee on behalf of the holders of the securities), by acquiring the securities, each holder and beneficial
owner of the securities 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 PPS-7 of this pricing supplement.
| |
Original Offering Price(1) |
Agent Discount(2), (3) |
Proceeds to Barclays Bank PLC |
| Per Security |
$1,000.00 |
$23.25 |
$976.75 |
| Total |
|
|
|
| (1) | Our estimated value of the securities on the pricing date, based
on our internal pricing models, is expected to be between $906.20 and $936.20 per security. The estimated value is expected to be less
than the original offering price of the securities. See “Additional Information Regarding Our Estimated Value of the Securities”
on page PPS-6 of this pricing supplement. |
| (2) | Wells Fargo Securities, LLC (“WFS”) and Barclays Capital
Inc. are the agents for the distribution of the securities and are acting as principal. The agent will receive an underwriting discount
of up to $23.25 per security. Barclays Capital Inc. will sell the securities to WFS at the original offering price of the securities less
a concession not in excess of $23.25 per security. WFS may provide dealers, which may include Wells Fargo Advisors (“WFA”)
(the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors
Financial Network, LLC), with a selling concession of $17.50 per security. In addition to the concession allowed to WFA, WFS may pay $0.75
per security of the agent’s discount to WFA as a distribution expense fee for each security sold by WFA. See “Terms of the
Securities—Supplemental Plan of Distribution” in this pricing supplement for further information. |
| (3) | In respect of certain securities sold in this offering, Barclays
Capital Inc. may pay a fee of up to $3.50 per security to selected securities dealers in consideration for marketing and other services
in connection with the distribution of the securities to other securities dealers. |
| Wells Fargo Securities |
Barclays Capital Inc. |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Terms
of the Securities
| Issuer: |
Barclays Bank PLC |
| |
The common stock of Apple Inc. (the “AAPL Stock”), the common stock of Devon Energy Corporation (the “DVN Stock”) and the American depositary shares of Rio Tinto plc (the “RIO Stock”) (each referred to as an “Underlying Stock,” and collectively as the “Underlying Stocks”). We refer to the issuers of the Market Measures as the “Underlying Stock Issuers.” |
| Market Measures1: |
Market Measure |
Bloomberg Ticker Symbol |
Starting Price(a) |
Threshold Price(b) |
| AAPL Stock |
AAPL UW <Equity> |
$ |
$ |
| DVN Stock |
DVN UN <Equity> |
$ |
$ |
| RIO Stock |
RIO UN <Equity> |
$ |
$ |
| |
(a) With respect to each Underlying
Stock, the stock closing price of that Underlying Stock on the pricing date
(b) With respect to each Underlying
Stock, 60% of its starting price
|
| Pricing Date: |
July 29, 2024 |
| Issue Date: |
August 1, 2024 |
| Final Calculation Day2: |
July 29, 2027 |
| Stated Maturity Date2: |
August 3, 2027 |
| Principal Amount: |
$1,000 per security. References in this pricing supplement to a “security” are to a security with a principal amount of $1,000. |
| Contingent Coupon Payment: |
On each contingent coupon payment date, you will
receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if the stock closing price of the lowest performing
Underlying Stock on the related calculation day is greater than or equal to its threshold price.
Each “contingent coupon payment,”
if any, will be calculated per security as follows:
($1,000 × contingent coupon rate) / 4
Any contingent coupon payments will be rounded
to the nearest cent, with one-half cent rounded upward.
If the stock closing price of the lowest performing
Underlying Stock on any calculation day is less than its threshold price, you will not receive any contingent coupon payment on the related
contingent coupon payment date. If the stock closing price of the lowest performing Underlying Stock on each calculation day is less than
its threshold price, you will not receive any contingent coupon payments over the term of the securities.
Any return on the securities will be limited
to the sum of your contingent coupon payments, if any, even if the stock closing price of the lowest performing Underlying Stock on any
calculation day significantly exceeds its starting price. You will not participate in any appreciation of any Underlying Stock.
|
| Contingent Coupon Payment Dates2: |
Quarterly, on the third business day following each calculation day, provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date. If a calculation day is postponed with respect to one or more Underlying Stocks, the related contingent coupon payment date will be three business days after the latest calculation day as postponed. |
| Contingent Coupon Rate: |
The “contingent coupon rate” will be determined on the pricing date and will be at least 12.75% per annum. |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
| Automatic Call: |
If the stock closing price of the lowest performing
Underlying Stock on any of the calculation days from January 2025 to April 2027, inclusive, is greater than or equal to its starting price,
the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per
security in U.S. dollars equal to the principal amount plus the contingent coupon payment otherwise due. The securities will not be subject
to automatic call until the second calculation day, which is approximately six months after the issue date.
If the securities are automatically called, they
will cease to be outstanding on the related call settlement date and you will have no further rights under the securities after that call
settlement date. You will not receive any notice from us if the securities are automatically called.
|
| Calculation Days2: |
Quarterly, on the 29th day of each January, April, July and October, commencing October 2024 and ending July 2027, provided that the July 2027 calculation day will be the final calculation day |
| Call Settlement Date: |
The contingent coupon payment date immediately following the applicable calculation day |
| Maturity Payment Amount: |
If the securities are not automatically called
prior to the stated maturity date, you will be entitled to receive on the stated maturity date a cash payment per security in U.S. dollars
equal to the maturity payment amount (in addition to any contingent coupon payment otherwise due). The “maturity payment amount”
per security will equal:
·
if the ending price of the lowest performing
Underlying Stock on the final calculation day is greater than or equal to its threshold price: $1,000; or
·
if the ending price of the lowest performing
Underlying Stock on the final calculation day is less than its threshold price:
$1,000 ×
performance factor of the lowest performing Underlying Stock on the final calculation day
If the securities are not automatically called
prior to stated maturity and the ending price of the lowest performing Underlying Stock on the final calculation day is less than its
threshold price, you will lose more than 40%, and possibly all, of the principal amount of your securities at stated maturity.
Any payment on the securities, including any
repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If Barclays
Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power by the relevant U.K. resolution
authority, you might not receive any amounts owed to you under the securities.
|
| Lowest Performing Underlying Stock: |
For any calculation day, the “lowest performing Underlying Stock” will be the Underlying Stock with the lowest performance factor on that calculation day. |
| Performance Factor: |
With respect to an Underlying Stock on any calculation day, its stock closing price on such calculation day divided by its starting price. |
| Stock Closing Price1: |
With respect to each Underlying Stock, “stock closing price” has the meaning set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the product supplement. The stock closing price of each Underlying Stock is subject to adjustment through the adjustment factor as described in the product supplement. |
| Ending Price: |
The “ending price” of an Underlying Stock will be its stock closing price on the final calculation day. |
| Additional Terms: |
Terms used in this pricing supplement, but not defined herein, will have the meanings ascribed to them in the product supplement, provided that terms used in this pricing supplement, but not defined herein or in the product supplement, will have the meanings ascribed to them in the prospectus supplement. |
| Calculation Agent: |
Barclays Bank PLC |
| Tax Considerations: |
For a discussion of the tax considerations relating to ownership and disposition of the securities, see “Tax Considerations.” |
| Denominations: |
$1,000 and any integral multiple of $1,000 |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
| CUSIP / ISIN: |
06745UKJ8 / US06745UKJ87 |
| Supplemental Plan of Distribution: |
Wells Fargo Securities, LLC (“WFS”)
and Barclays Capital Inc. will act as agents for the securities. The agent will receive an underwriting discount of up to $23.25 per security.
Barclays Capital Inc. will sell the securities to WFS at the original offering price of the securities less a concession not in excess
of $23.25 per security. WFS may provide dealers, which may include Wells Fargo Advisors (“WFA”) (the trade name of the retail
brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with
a selling concession of $17.50 per security. In addition to the concession allowed to WFA, WFS may pay $0.75 per security of the agent’s
discount to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities
sold in this offering, Barclays may pay a fee of up to $3.50 per security to selected securities dealers in consideration for marketing
and other services in connection with the distribution of the securities to other securities dealers.
Barclays Bank PLC or its affiliate will enter
into swap agreements or related hedge transactions with one of its other affiliates or unaffiliated counterparties in connection with
the sale of the securities. If WFS, Barclays Capital Inc. or an affiliate of either agent participating as a dealer in the distribution
of the securities conducts hedging activities for Barclays Bank PLC in connection with the securities, such agent or participating dealer
will expect to realize a projected profit from such hedging activities, and this projected profit will be in addition to any discount,
concession or fee received in connection with the sale of the securities to you. This additional projected profit may create a further
incentive for the agents or participating dealers to sell the securities to you.
We expect that delivery of the securities will
be made against payment for the securities on the issue date, which is more than one business day following the pricing date. Notwithstanding
anything to the contrary in the accompanying prospectus supplement, under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended,
effective May 28, 2024, trades in the secondary market generally are required to settle in one business day, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on any date prior to one business day before
delivery will be required to specify alternative settlement arrangements to prevent a failed settlement and should consult their own advisor.
|
1 In the case of certain corporate
events related to an Underlying Stock, the calculation agent may adjust the adjustment factor of that Underlying Stock if the calculation
agent determines that the event has a diluting or concentrative effect on the theoretical value of the shares of that Underlying Stock.
Upon the occurrence of certain reorganization events with respect to an Underlying Stock, the calculation agent will make adjustments
to reflect the amount and type of property deliverable for one share of that Underlying Stock as a result of that reorganization event.
An Underlying Stock may be replaced with another stock selected by the calculation agent upon the occurrence of certain replacement stock
events. For more information, see “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Adjustment
Events” in the accompanying product supplement.
2 If any calculation day is not a trading
day with respect to any Underlying Stock, that calculation day for each Underlying Stock will be postponed to the next succeeding day
that is a trading day with respect to each Underlying Stock. A calculation day will also be postponed for any Underlying Stock if a market
disruption event occurs with respect to that Underlying Stock on that calculation day as described under “General Terms of the Securities—Consequences
of a Market Disruption Event; Postponement of a Calculation Day—Securities Linked to Multiple Market Measures” in the accompanying
product supplement. In addition, the stated maturity date will be postponed if that day is not a business day or if the final calculation
day is postponed as described under “General Terms of the Securities—Payment Dates” in the accompanying product supplement.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Additional
Information about the Issuer and the Securities
You should read this pricing supplement together
with the prospectus dated May 23, 2022, as supplemented by the prospectus supplement dated June 27, 2022 relating to our Global Medium-Term
Notes, Series A, of which these securities are a part and the product supplement no. WF-1 dated October 17, 2022. This pricing supplement,
together with the documents listed below, contains the terms of the securities 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 securities 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 securities.
To the extent the information or terms in this
pricing supplement are different from or inconsistent with the information or terms in the prospectus, prospectus supplement or product
supplement, the information and terms in this pricing supplement will control. To the extent the information or terms in the product supplement
are different from or inconsistent with the information or terms in the prospectus or prospectus supplement, the information and terms
in the product supplement will control.
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):
Our SEC file number is 1-10257. As used in this
pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Additional
Information Regarding Our Estimated Value of the Securities
The final terms for the securities will be determined
on the date the securities are initially priced for sale to the public (the “pricing date”) based on prevailing market conditions
on or prior to the pricing date and will be communicated to investors orally and/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 pricing date is based on our internal
funding rates. Our estimated value of the securities 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 securities on the pricing
date is expected to be less than the original offering price of the securities. The difference between the original offering price of
the securities and our estimated value of the securities 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 securities, the estimated cost that we may incur in hedging our obligations under the securities, and estimated development
and other costs that we may incur in connection with the securities.
Our estimated value on the pricing date is not
a prediction of the price at which the securities may trade in the secondary market, nor will it be the price at which Barclays Capital
Inc. may buy or sell the securities 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 securities in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant
after the pricing date, the price at which Barclays Capital Inc. may initially buy or sell the securities 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 pricing date for a temporary period expected to be approximately three months after the initial issue
date of the securities because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost
of hedging our obligations under the securities and other costs in connection with the securities that we will no longer expect to incur
over the term of the securities. 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 securities and/or any agreement we may have with the distributors of the securities.
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 securities based on changes in market conditions and other factors that cannot be predicted.
We urge you to read the “Selected Risk
Considerations” beginning on page PPS-12 of this pricing supplement.
You may revoke your offer to purchase the securities
at any time prior to the pricing date. We reserve the right to change the terms of, or reject any offer to purchase, the securities prior
to their pricing date. In the event of any changes to the terms of the securities, 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.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Consent
to U.K. Bail-in Power
Notwithstanding and to the exclusion of any
other term of the securities or any other agreements, arrangements or understandings between us and any holder or beneficial owner of
the securities (or the trustee on behalf of the holders of the securities), by acquiring the securities, each holder and beneficial owner
of the securities 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, interest on, or any other amounts payable on, the securities; (ii) the conversion of all, or a portion, of the
principal amount of, interest on, or any other amounts payable on, the securities 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 securities such shares,
securities or obligations); (iii) the cancellation of the securities and/or (iv) the amendment or alteration of the maturity of the securities,
or amendment of the amount of interest or any other amounts due on the securities, 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 securities 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 securities further acknowledges and agrees that the rights of the holders or beneficial owners
of the securities 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 securities 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.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Investor
Considerations
The securities are not appropriate for all
investors. The securities 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. |
| · | You do not anticipate that the ending price of the lowest performing Underlying
Stock on the final calculation day will be less than its threshold price, and you are willing and able to accept the risk that, if it
is, you will lose more than 40%, and possibly all, of the principal amount of your securities at stated maturity. |
| · | You do not anticipate that the stock closing price of the lowest performing
Underlying Stock will be less than its threshold price on any calculation day, and you are willing and able to accept the risk that, if
it is, you may receive few or no contingent coupon payments over the term of the securities. |
| · | You are willing and able to accept the individual market risk of each Underlying
Stock and you understand that poor performance by any Underlying Stock over the term of the securities may negatively affect your return
and will not be offset or mitigated by any positive performance by the other Underlying Stocks. |
| · | You are willing and able to forgo participation in any appreciation of any
Underlying Stock, and you understand that any return on your investment will be limited to the contingent coupon payments that may be
payable on the securities. |
| · | You are willing and able to accept the risks associated with an investment
linked to the performance of the lowest performing Underlying Stock, as explained in more detail in the “Selected Risk Considerations”
section of this pricing supplement. |
| · | You understand and accept that you will not be entitled to receive dividends
or distributions that may be paid to holders of the Underlying Stocks, nor will you have any voting rights with respect to the Underlying
Stocks. |
| · | You are willing and able to accept the risk that the securities may be automatically
called prior to stated maturity and that you may not be able to reinvest your money in an alternative investment with comparable risk
and yield. |
| · | You do not seek an investment for which there will be an active secondary
market and you are willing and able to hold the securities to stated maturity if the securities are not automatically called. |
| · | You are willing and able to assume our credit risk for all payments on the
securities. |
| · | 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 securities 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. |
| · | You seek an investment that provides for the full repayment of principal at stated maturity. |
| · | You anticipate that the ending price of the lowest performing Underlying Stock on the final calculation
day will be less than its threshold price, or you are unwilling or unable to accept the risk that, if it is, you will lose more than 40%,
and possibly all, of the principal amount of your securities at stated maturity. |
| · | You anticipate that the stock closing price of the lowest performing Underlying Stock will be less than
its threshold price on any calculation day, or you are unwilling or unable to accept the risk that, if it is, you may receive few or no
contingent coupon payments over the term of the securities. |
| · | You are unwilling or unable to accept the individual market risk of each Underlying Stock or the risk
that poor performance by any Underlying Stock over the term of the securities may negatively affect your return and will not be offset
or mitigated by any positive performance by the other Underlying Stocks. |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
| · | You seek exposure to any upside performance of the Underlying Stocks or you seek an investment with a
return that is not limited to the contingent coupon payments that may be payable on the securities. |
| · | You are unwilling or unable to accept the risks associated with an investment linked to the performance
of the lowest performing Underlying Stock, as explained in more detail in the “Selected Risk Considerations” section of this
pricing supplement. |
| · | You seek an investment that entitles you to dividends or distributions on, or voting rights related to,
the Underlying Stocks. |
| · | You are unwilling or unable to accept the risk that the securities may be automatically called prior to
stated maturity and that you may not be able to reinvest your money in an alternative investment with comparable risk and yield. |
| · | You seek an investment for which there will be an active secondary market and/or you are unwilling or
unable to hold the securities to stated maturity if they are not automatically called. |
| · | You are unwilling or unable to assume our credit risk for all payments on the securities. |
| · | You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K.
resolution authority. |
The considerations identified above are not
exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you
should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the
“Selected Risk Considerations” beginning on page PPS-12 of this pricing supplement and the “Risk Factors” beginning
on page PS-3 of the accompanying product supplement and the “Risk Factors” beginning on page S-9 of the accompanying prospectus
supplement for risks related to an investment in the securities. For more information about the Underlying Stocks, please see the sections
titled “The Common Stock of Apple Inc.,” “The Common Stock of Devon Energy Corporation” and “The American
Depositary Shares of Rio Tinto plc” below.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Determining
Payment on a Contingent Coupon Payment Date and at Maturity
On each contingent coupon payment date prior to
the stated maturity date, whether you receive a contingent coupon payment and, if the contingent coupon payment date is also a potential
call settlement date, whether the securities are automatically called will each be determined based on the stock closing price of the
lowest performing Underlying Stock on the related calculation day.
Step 1: Determine which Underlying Stock
is the lowest performing Underlying Stock on the relevant calculation day prior to the final calculation day. The lowest performing Underlying
Stock on any calculation day is the Underlying Stock that has the lowest performance factor on that calculation day, calculated for each
Underlying Stock as the stock closing price of that Underlying Stock on that calculation day divided by its starting price.
Step 2: Determine if the securities are
automatically called and whether a contingent coupon payment is paid on the applicable contingent coupon payment date prior to the stated
maturity date, based on the stock closing price of the lowest performing Underlying Stock on the relevant calculation day, as follows:
On the stated maturity date, if the securities
have not been automatically called prior to the stated maturity date, you will receive a cash payment per security (the maturity payment
amount) calculated as described below.
Step 1: Determine which Underlying Stock
is the lowest performing Underlying Stock on the final calculation day. The lowest performing Underlying Stock on the final calculation
day is the Underlying Stock that has the lowest performance factor on the final calculation day, calculated for each Underlying Stock
as its ending price divided by its starting price.
Step 2: Calculate the maturity payment
amount based on the ending price of the lowest performing Underlying Stock on the final calculation day, as follows:
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Hypothetical
Payout Profile
The following profile illustrates the potential
maturity payment amount on the securities (excluding any contingent coupon payment otherwise due) for a range of hypothetical performances
of the lowest performing Underlying Stock on the final calculation day from its starting price to its ending price, assuming the securities
have not been automatically called prior to the stated maturity date. As this profile illustrates, in no event will you have a positive
rate of return based solely on the maturity payment amount received at maturity; any positive return will be based solely on the contingent
coupon payments, if any, received during the term of the securities. This graph has been prepared for purposes of illustration only. Your
actual return will depend on the actual ending price of the lowest performing Underlying Stock on the final calculation day and whether
you hold your securities to stated maturity. The performance of the better performing Underlying Stocks is not relevant to your return
on the securities.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Selected
Risk Considerations
An investment in the securities involves significant
risks. Investing in the securities is not equivalent to investing directly in any or all of the Underlying Stocks. Some of the risks that
apply to an investment in the securities are summarized below, but we urge you to read the more detailed explanation of risks relating
to the securities generally in the “Risk Factors” sections of the product supplement and prospectus supplement. You should
not purchase the securities unless you understand and can bear the risks of investing in the securities.
Risks Relating to the Securities Generally
| · | If The Securities Are Not Automatically Called Prior to Stated Maturity, You May Lose Some Or All Of
The Principal Amount Of Your Securities At Stated Maturity — We will not repay you a fixed amount on your securities at stated
maturity. If the securities are not automatically called prior to stated maturity, you will receive a maturity payment amount that will
be equal to or less than the principal amount, depending on the ending price of the lowest performing Underlying Stock on the final calculation
day. |
If the ending price
of the lowest performing Underlying Stock on the final calculation day is less than its threshold price, the maturity payment amount will
be less than the principal amount and you will have full downside exposure to the decrease in the price of the lowest performing Underlying
Stock from its starting price. The threshold price for each Underlying Stock is 60% of its starting price. For example, if the securities
are not automatically called and the lowest performing Underlying Stock on the final calculation day has declined by 40.1% from its starting
price to its ending price, you will not receive any benefit of the contingent downside protection feature and you will lose 40.1% of the
principal amount. As a result, you will not receive any protection if the price of the lowest performing Underlying Stock on the final
calculation day declines significantly and you may lose some, and possibly all, of the principal amount of your securities at stated maturity,
even if the price of the lowest performing Underlying Stock is greater than or equal to its starting price or its threshold price at certain
times during the term of the securities.
Even if the ending
price of the lowest performing Underlying Stock on the final calculation day is greater than its threshold price, the maturity payment
amount will not exceed the principal amount, and your yield on the securities, taking into account any contingent coupon payments you
may have received during the term of the securities, may be less than the yield you would earn if you bought a traditional interest-bearing
debt security of Barclays Bank PLC or another issuer with a similar credit rating.
| · | The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Contingent Coupon
Payments On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities — On each contingent
coupon payment date you will receive a contingent coupon payment if the stock closing price of the lowest performing Underlying Stock
on the related calculation day is greater than or equal to its threshold price. If the stock closing price of the lowest performing Underlying
Stock on any calculation day is less than its threshold price, you will not receive any contingent coupon payment on the related contingent
coupon payment date, and if the stock closing price of at least one Underlying Stock is less than its threshold price on each calculation
day over the term of the securities, you will not receive any contingent coupon payments over the entire term of the securities. |
| · | The Securities Are Subject To The Full Risks Of Each Underlying Stock And Will Be Negatively Affected
If Any Underlying Stock Performs Poorly, Even If The Other Underlying Stocks Perform Favorably — You are subject to the full
risks of each Underlying Stock. If any Underlying Stock performs poorly, you will be negatively affected, even if the other Underlying
Stocks perform favorably. The securities are not linked to a basket composed of the Underlying Stocks, where the better performance of
some Underlying Stocks could offset the poor performance of others. Instead, you are subject to the full risks of whichever Underlying
Stock is the lowest performing Underlying Stock on each calculation day. As a result, the securities are riskier than an alternative investment
linked to only one of the Underlying Stocks or linked to a basket composed of each Underlying Stock. You should not invest in the securities
unless you understand and are willing to accept the full downside risks of each Underlying Stock. |
| · | You May Be Fully Exposed To The Decline In The Lowest Performing Underlying Stock On The Final Calculation
Day From Its Starting Price, But Will Not Participate In Any Positive Performance Of Any Underlying Stock — Even though you
will be fully exposed to a decline in the price of the lowest performing Underlying Stock on the final calculation day if its ending price
is below its threshold price, you will not participate in any increase in the price of any Underlying Stock over the term of the securities.
Your maximum possible return on the securities will be limited to the sum of the contingent coupon payments you receive, if any. Consequently,
your return on the securities may be significantly less than the return you could achieve on an alternative investment that provides for
participation in an increase in the price of any or each Underlying Stock. |
| · | Your Return On The Securities Will Depend Solely On The Performance Of The Underlying Stock That Is
The Lowest Performing Underlying Stock On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better
Performing Underlying Stocks — Your return on the securities will depend solely on the |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
performance of the Underlying Stock
that is the lowest performing Underlying Stock on each calculation day. Although it is necessary for each Underlying Stock to close at
or above its threshold price on the relevant calculation day in order for you to receive a contingent coupon payment and on the final
calculation day for you to be repaid the principal amount of your securities at maturity, you will not benefit in any way from the performance
of the better performing Underlying Stocks. The securities may underperform an alternative investment linked to a basket composed of the
Underlying Stocks, since in such case the performance of the better performing Underlying Stocks would be blended with the performance
of the lowest performing Underlying Stock, resulting in a better return than the return of the lowest performing Underlying Stock alone.
| · | Higher Contingent Coupon Rates Are Associated With Greater Risk — The securities offer contingent
coupon payments at a higher rate, if paid, than the fixed rate we would pay on conventional debt securities of the same maturity. These
higher potential contingent coupon payments are associated with greater levels of expected risk as of the pricing date as compared to
conventional debt securities, including the risk that you may not receive a contingent coupon payment on one or more, or any, contingent
coupon payment dates and the risk that you may lose a substantial portion, and possibly all, of the principal amount at maturity. The
volatility of the Underlying Stocks and the correlation among the Underlying Stocks are important factors affecting this risk. Volatility
is a measure of the degree of variation in the prices of the Underlying Stocks over a period of time. Volatility can be measured in a
variety of ways, including on a historical basis or on an expected basis as implied by option prices in the market. The correlation of
a pair of Underlying Stocks represents a statistical measurement of the degree to which the returns of those Underlying Stocks are similar
to each other over a given period in terms of timing and direction. Greater expected volatility of the Underlying Stocks or lower expected
correlation among the Underlying Stocks as of the pricing date may result in a higher contingent coupon rate, but it also represents a
greater expected likelihood as of the pricing date that the stock closing price of at least one Underlying Stock will be less than its
threshold price on one or more calculation days, such that you will not receive one or more, or any, contingent coupon payments during
the term of the securities, and that the stock closing price of at least one Underlying Stock will be less than its threshold price on
the final calculation day such that you will lose a substantial portion, and possibly all, of the principal amount at maturity. In general,
the higher the contingent coupon rate is relative to the fixed rate we would pay on conventional debt securities, the greater the expected
risk that you will not receive one or more, or any, contingent coupon payments during the term of the securities and that you will lose
a substantial portion, and possibly all, of the principal amount at maturity. |
| · | You Will Be Subject To Reinvestment Risk — If your securities are automatically called, the
term of the securities may be reduced to as short as approximately six months. There is no guarantee that you would be able to reinvest
the proceeds from an investment in the securities at a comparable return for a similar level of risk in the event the securities are automatically
called prior to maturity. |
| · | You Will Be Subject To Risks Resulting From The Relationship Between The Underlying Stocks —
The correlation of a pair of Underlying Stocks represents a statistical measurement of the degree to which the returns of those Underlying
Stocks are similar to each other over a given period in terms of timing and direction. By investing in the securities, you assume the
risk that the returns of the Underlying Stocks will not be correlated. The less correlated the Underlying Stocks, the more likely it is
that any one of the Underlying Stocks will be performing poorly at any time over the term of the securities. All that is necessary for
the securities to perform poorly is for one of the Underlying Stocks to perform poorly; the performance of the better performing Underlying
Stocks is not relevant to your return on the securities. It is impossible to predict what the relationship between the Underlying Stocks
will be over the term of the securities. The Underlying Stocks may represent different equity markets, and those equity markets may not
perform similarly over the term of the securities. |
| · | Any Payment On The Securities Will Be Determined Based On The Stock Closing Prices Of The Underlying
Stocks On The Dates Specified — Any payment on the securities will be determined based on the stock closing prices of the Underlying
Stocks on the dates specified. You will not benefit from any more favorable values of the Underlying Stocks determined at any other time. |
| · | Owning The Securities Is Not The Same As Owning Any Or All Of The Underlying Stocks — The
return on your securities may not reflect the return you would realize if you actually owned any or all of the Underlying Stocks. For
instance, as a holder of the securities, you will not have voting rights or rights to receive cash dividends or other distributions or
any other rights that holders of any Underlying Stock would have. |
| · | No Assurance That The Investment View Implicit In The Securities Will Be Successful — It
is impossible to predict whether and the extent to which the price of any Underlying Stock will rise or fall. There can be no assurance
that the price of any Underlying Stock will not close below its threshold price on any calculation day. The price of each Underlying Stock
will be influenced by complex and interrelated political, economic, financial and other factors that affect that Underlying Stock. You
should be willing to accept the downside risks associated with equities in general and each Underlying Stock in particular, and the risk
of losing a significant portion or all of the principal amount. |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
| · | Tax Treatment — Significant aspects of the tax treatment of the securities are uncertain.
You should consult your tax advisor about your tax situation. See “Tax Considerations” below. |
Risks Relating to the Issuer
| · | The Securities Are Subject To The Credit Risk Of Barclays Bank PLC — The securities 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 securities, 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 securities and, in the event Barclays Bank PLC were to default on its obligations,
you might not receive any amount owed to you under the terms of the securities. |
| · | 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 securities or any other agreements,
arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the securities (or the trustee on behalf
of the holders of the securities), by acquiring the securities, each holder and beneficial owner of the securities 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 securities losing all or a part of the value of your
investment in the securities or receiving a different security from the securities, which may be worth significantly less than the securities
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 securities. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the securities
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 securities. See “Consent to U.K. Bail-in Power”
in this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory
action in the event a bank or investment firm in the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution
authority of a variety of statutory resolution powers, could materially adversely affect the value of any securities” and “Risk
Factors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exercise
of any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement. |
Risks Relating to the Underlying Stocks
| · | There Are Risks Associated With Single Equities — The price of each Underlying Stock can
rise or fall sharply due to factors specific to that Underlying Stock 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 Underlying Stock. |
| · | We Cannot Control Actions By An Underlying Stock Issuer — Actions by an Underlying Stock
Issuer may have an adverse effect on the price of such Underlying Stock, the stock closing price of such Underlying Stock on any calculation
day, the ending price of such Underlying Stock, and the value of the securities. We are not affiliated with any Underlying Stock Issuer.
No Underlying Stock Issuer will be involved in the offering of the securities nor will any Underlying Stock Issuer have any obligations
with respect to the securities, including any obligation to take our interests or your interests into consideration for any reason. No
Underlying Stock Issuer will receive any of the proceeds of the offering of the securities nor will be responsible for, or will have participated
in, the determination of the timing of, prices for, or quantities of, the securities to be issued. No Underlying Stock Issuer will be
involved with the administration, marketing or trading of the securities nor will have any obligations with respect to any amounts payable
on the securities. |
| · | We And Our Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently
Verified Their Public Disclosure Of Information — We, our affiliates and WFS and its affiliates are not affiliated in any way
with any Underlying Stock Issuer. This pricing supplement relates only to the securities and does not relate to any Underlying Stock.
The material provided in this pricing supplement concerning an Underlying Stock Issuer is derived from publicly available documents without
independent verification. Neither we nor either agent has participated in the preparation of any of those documents or made any “due
diligence” investigation or any inquiry of the Underlying Stock Issuers. Furthermore, neither we nor either agent knows whether
any Underlying Stock Issuer has disclosed all events occurring before the date of this pricing supplement, including events that could
affect the accuracy or completeness of the publicly available documents referred to above. Subsequent disclosure of any event of this
kind or the disclosure of or failure to disclose material future events concerning an Underlying Stock Issuer could affect |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
the value of the
securities and any payments on the securities. You, as an investor in the securities, should make your own investigation into each Underlying
Stock Issuer.
| · | You Have Limited Anti-dilution Protection — The calculation agent will, in its sole discretion,
adjust the adjustment factor of an Underlying Stock for certain events affecting such Underlying Stock, such as stock splits and stock
dividends, and certain other corporate actions involving the applicable Underlying Stock Issuer, such as mergers. However, the calculation
agent is not required to make an adjustment for every corporate event that can affect an Underlying Stock. For example, the calculation
agent is not required to make any adjustments to the adjustment factor of an Underlying Stock if the applicable Underlying Stock Issuer
or anyone else makes a partial tender or partial exchange offer for such Underlying Stock. Consequently, this could affect the value of
the securities and any payments on the securities. See “General Terms of the Securities—Certain Terms for Securities Linked
to an Underlying Stock—Adjustment Events” in the accompanying product supplement for a description of the general circumstances
in which the calculation agent will make adjustments to the adjustment factor of an Underlying Stock. |
| · | The Securities May Become Linked To The Common Stock Of A Company Other Than An Original Underlying
Stock Issuer — Following certain corporate events relating to an Underlying Stock, such as a stock-for-stock merger where the
applicable Underlying Stock Issuer is not the surviving entity, the shares of a successor corporation to such Underlying Stock Issuer
will be substituted for such Underlying Stock for all purposes of the securities. Following certain other corporate events relating to
an Underlying Stock in which holders of such Underlying Stock would receive all of their consideration in cash and the surviving entity
has no marketable securities outstanding or there is no surviving entity (including, but not limited to, a leveraged buyout or other going
private transaction involving such Underlying Stock Issuer, or a liquidation of such Underlying Stock Issuer), the common stock of another
company in the same industry group as such Underlying Stock Issuer will be substituted for such Underlying Stock for all purposes of the
securities. In any such event, the equity-linked nature of the securities would be significantly altered. See “General Terms of
the Securities—Certain Terms for Securities Linked to an Underlying Stock—Adjustment Events” in the accompanying product
supplement for a description of the specific events that can lead to these adjustments and the procedures for selecting a replacement
stock. The occurrence of such events and the consequent adjustments may materially and adversely affect the value of the securities and
any payments on the securities. |
| · | There Are Important Differences Between The American Depositary Shares And The Ordinary Shares Of Rio
Tinto plc — You should be aware that your return on the securities is linked to the price of American depositary shares representing
the ordinary shares of Rio Tinto plc and not the underlying ordinary shares of Rio Tinto plc. There are important differences between
the rights of holders of American depositary shares and the rights of holders of the ordinary shares. Each American depositary share is
a security evidenced by American depositary receipts, one of which represents one ordinary share of Rio Tinto plc. The American depositary
shares are issued pursuant to a deposit agreement, which sets forth the rights and responsibilities of the depositary, the relevant non-U.S.
issuer and holders of the American depositary shares, which may be different from the rights of holders of the ordinary shares. For example,
a company may make distributions in respect of its ordinary shares that are not passed on to the holders of its American depositary shares.
Any such differences between the rights of holders of the American depositary shares and the rights of holders of the ordinary shares
of Rio Tinto plc may be significant and may materially and adversely affect the value of the American depositary shares and, as a result,
the value of your securities. Unless the context requires otherwise, references in this pricing supplement to the issuer of the American
depositary shares of Rio Tinto plc refer to Rio Tinto plc. |
| · | Exchange Rate Risk For Securities Linked To The American Depositary Shares Of Rio Tinto plc —
Because the American depositary shares of Rio Tinto plc are denominated in U.S. dollars but represent non-U.S. equity securities that
are denominated in a non-U.S. currency, changes in currency exchange rates may negatively impact the value of the American depositary
shares. The value of the non-U.S. currency may be subject to a high degree of fluctuation due to changes in interest rates, the effects
of monetary policies issued by the United States, non-U.S. governments, central banks or supranational entities, the imposition of currency
controls or other national or global political or economic developments. Therefore, exposure to exchange rate risk may result in reduced
returns for the securities. |
| · | Securities Linked To The American Depositary Shares Of Rio Tinto plc Are Subject To Risks Associated
With Non-U.S. Securities Markets — Because non-U.S. equity securities underlying the American depositary shares of Rio Tinto
plc may be publicly traded in the applicable non-U.S. countries and are denominated in currencies other than U.S. dollars, investments
in the securities involve particular risks. For example, the non-U.S. securities markets may be more volatile than the U.S. securities
markets, and market developments may affect these markets differently from the United States or other securities markets. Direct or indirect
government intervention to stabilize the securities markets outside the United States, as well as cross-shareholdings in certain companies,
may affect trading prices and trading volumes in those markets. Securities prices generally are subject to political, economic, financial
and social factors that apply to the markets in which they trade and, to a lesser extent, non-U.S. markets. Securities prices outside
the United States are subject to political, economic, financial and social factors that apply in non-U.S. countries. These factors, which
could negatively affect non-U.S. securities markets, include the possibility of changes in a non-U.S. government’s economic and
fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to non-U.S.
companies or investments in non-U.S. equity securities and the possibility of fluctuations in the rate of exchange between currencies.
Moreover, non-U.S. economies may differ favorably or unfavorably from the United States |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
economy in important
respects such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.
| · | The Historical Performance Of The Underlying Stocks Is Not An Indication Of Their Future Performance
— The historical performance of the Underlying Stocks should not be taken as an indication of the future performance of the
Underlying Stocks. It is impossible to predict whether the closing prices of the Underlying Stocks will fall or rise during the term of
the securities, in particular in the environment in the last several years, which has been characterized by volatility across a wide range
of asset classes. Past fluctuations and trends in the prices of the Underlying Stocks are not necessarily indicative of fluctuations or
trends that may occur in the future. |
Risks Relating to Conflicts of Interest
| · | Potentially Inconsistent Research, Opinions Or Recommendations By Barclays Capital Inc., WFS Or Their
Respective Affiliates — Barclays Capital Inc., WFS or their respective affiliates may publish research from time to time on
financial markets and other matters that may influence the value of the securities or express opinions or provide recommendations that
are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations expressed by Barclays Capital Inc.,
WFA or their respective affiliates may not be consistent with each other and may be modified from time to time without notice. You should
make your own independent investigation of each Underlying Stock and the merits of investing in the securities. |
| · | We, Our Affiliates And Any Other Agent And/Or Participating Dealer May Engage In Various Activities
Or Make Determinations That Could Materially Affect Your Securities In Various Ways And Create Conflicts Of Interest — We, our
affiliates, WFS and any dealer participating in the distribution of the securities (a “participating dealer”) may play
a variety of roles in connection with the issuance of the securities, as described below. In performing these roles, our economic interests
and the economic interests of our affiliates, WFS and any participating dealer are potentially adverse to your interests as an investor
in the securities. |
In connection with
our normal business activities and in connection with hedging our obligations under the securities, 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 Underlying Stocks. In any such market making, trading
and hedging activity, investment banking 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 securities. We and our affiliates have no obligation
to take the needs of any buyer, seller or holder of the securities 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 securities. Participating
dealers may also engage in such activities that may negatively impact the value of the securities.
In addition, the
role played by Barclays Capital Inc., as the agent for the securities, could present significant conflicts of interest with the role of
Barclays Bank PLC, as issuer of the securities. For example, Barclays Capital Inc. or its representatives may derive compensation or financial
benefit from the distribution of the securities and such compensation or financial benefit may serve as an incentive to sell the securities
instead of other investments. Furthermore, we and our affiliates establish the offering price of the securities for initial sale to the
public, and the offering price is not based upon any independent verification or valuation.
Furthermore, if any
dealer participating in the distribution of the securities or any of its affiliates conducts hedging activities for us in connection with
the securities, that participating dealer or its affiliates will expect to realize a projected profit from such hedging activities, and
this projected profit will be in addition to any selling concession and/or any fee that the participating dealer realizes for the sale
of the securities to you. This additional projected profit may create a further incentive for the participating dealer to sell the securities
to you.
In addition to the
activities described above, Barclays Bank PLC will also act as the calculation agent for the securities. As calculation agent, we will
determine any prices of the Underlying Stocks and make any other determinations necessary to calculate any payments on the securities.
In making these determinations, we may be required to make discretionary judgments, including determining the
stock closing price of such Underlying Stock if a calculation day is postponed with respect to such Underlying Stock to the last day to
which it may be postponed and a market disruption event occurs with respect to such Underlying Stock on that day; determining the stock
closing price of an Underlying Stock if it is not otherwise available on any date of determination; adjusting the adjustment factor for
an Underlying Stock in certain circumstances; and if a replacement stock event occurs with respect to an Underlying Stock, selecting a
replacement stock to be substituted for such Underlying Stock and making certain other adjustments to the terms of the securities.
In making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the securities,
and any of these determinations may adversely affect any payments on the securities. Absent manifest error, all determinations of the
calculation agent will be final and binding, without any liability on the part of the calculation agent. You will
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
not be entitled to
any compensation from Barclays Bank PLC for any loss suffered as a result of any determinations made by the calculation agent with respect
to the securities.
Risks Relating to the Estimated
Value of the Securities and the Secondary Market
| · | The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market
For The Securities To Develop — The securities 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 securities but are not required to do so, and may discontinue
any such secondary market making at any time, without notice. Even if there is a secondary market, it may not provide enough liquidity
to allow you to trade or sell the securities easily. Because other dealers are not likely to make a secondary market for the securities,
the price at which you may be able to trade your securities 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 securities. The securities are not designed to be short-term trading instruments.
Accordingly, you should be willing and able to hold your securities to maturity. |
| · | The Value Of The Securities Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are
Related In Complex Ways — Structured notes, including the securities, can be thought of as securities that combine a debt instrument
with one or more options or other derivative instruments. As a result, the factors that influence the values of debt instruments and options
or other derivative instruments will also influence the terms and features of the securities at issuance and their value in the secondary
market. Accordingly, in addition to the prices of the Underlying Stocks on any day, the value of the securities will be affected by a
number of economic and market factors that may either offset or magnify each other, including: |
| · | the expected volatility of the Underlying Stocks; |
| · | correlation (or lack of correlation) of the Underlying Stocks; |
| · | the time to maturity of the securities; |
| · | the market prices of, and dividend rates on, the Underlying Stocks; |
| · | interest and yield rates in the market generally; |
| · | supply and demand for the securities; |
| · | a variety of economic, financial, political, regulatory and judicial events; and |
| · | our creditworthiness, including actual or anticipated downgrades in our credit ratings. |
| · | The Estimated Value Of Your Securities Is Expected To Be Lower Than The Original Offering Price Of
Your Securities — The estimated value of your securities on the pricing date is expected to be lower, and may be significantly
lower, than the original offering price of your securities. The difference between the original offering price of your securities and
the estimated value of the securities is expected as a result of certain factors, such as any sales commissions, selling concessions,
discounts, commissions or fees expected to be allowed or paid to Barclays Capital Inc., another affiliate of ours, WFS or its affiliates
or other non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring
the securities, the estimated cost that we may incur in hedging our obligations under the securities, and estimated development and other
costs that we may incur in connection with the securities. |
| · | The Estimated Value Of Your Securities 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 securities on the pricing 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 Securities 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 securities
on the pricing 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 securities may not be consistent with those of other financial institutions |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
that may be purchasers
or sellers of securities in the secondary market. As a result, the secondary market price of your securities may be materially different
from the estimated value of the securities determined by reference to our internal pricing models.
| · | The Estimated Value Of Your Securities Is Not A Prediction Of The Prices At Which You May Sell Your
Securities In The Secondary Market, If Any, And Such Secondary Market Prices, If Any, Will Likely Be Lower Than The Original Offering
Price Of Your Securities And May Be Lower Than The Estimated Value Of Your Securities — The estimated value of the securities
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 securities 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 securities 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 securities. Further, as secondary market prices of your securities 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 securities such as fees, commissions, discounts,
and the costs of hedging our obligations under the securities, secondary market prices of your securities will likely be lower than the
original offering price of your securities. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties
may be willing to purchase the securities from you in secondary market transactions, if any, will likely be lower than the price you paid
for your securities, and any sale prior to the stated maturity date could result in a substantial loss to you. |
| · | The Temporary Price At Which We May Initially Buy The Securities 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 Securities — Assuming that all relevant factors remain constant after the pricing date, the price at which Barclays
Capital Inc. may initially buy or sell the securities in the secondary market (if Barclays Capital Inc. makes a market in the securities,
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 securities on the pricing date, as well as the secondary market value of the
securities, for a temporary period after the initial issue date of the securities. The price at which Barclays Capital Inc. may initially
buy or sell the securities 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 securities. |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Hypothetical
Returns
If the securities are automatically called:
If the securities are automatically called prior
to stated maturity, you will receive the principal amount of your securities plus the contingent coupon payment otherwise due on the applicable
call settlement date. In the event the securities are automatically called, your total return on the securities will equal any contingent
coupon payments received prior to the call settlement date and the contingent coupon payment received on the call settlement date.
If the securities are not automatically called:
If the securities are not automatically called
prior to stated maturity, the following table illustrates, for a range of hypothetical performance factors of the lowest performing Underlying
Stock on the final calculation day, the hypothetical maturity payment amount payable at stated maturity per security (excluding any contingent
coupon payment otherwise due). The performance factor of the lowest performing Underlying Stock on the final calculation day is calculated
as its ending price divided by its starting price.
| Hypothetical performance factor of lowest performing Underlying Stock on final calculation day |
Hypothetical maturity payment amount per security |
| 175.00% |
$1,000.00 |
| 150.00% |
$1,000.00 |
| 140.00% |
$1,000.00 |
| 130.00% |
$1,000.00 |
| 120.00% |
$1,000.00 |
| 110.00% |
$1,000.00 |
| 100.00% |
$1,000.00 |
| 90.00% |
$1,000.00 |
| 80.00% |
$1,000.00 |
| 70.00% |
$1,000.00 |
| 60.00% |
$1,000.00 |
| 59.00% |
$590.00 |
| 50.00% |
$500.00 |
| 40.00% |
$400.00 |
| 25.00% |
$250.00 |
The above figures do not take into account contingent
coupon payments, if any, received during the term of the securities. As evidenced above, in no event will you have a positive rate of
return based solely on the maturity payment amount received at maturity (excluding any contingent coupon payment otherwise due); any positive
return will be based solely on the contingent coupon payments, if any, received during the term of the securities.
The above figures are for purposes of illustration
only and may have been rounded for ease of analysis. If the securities are not automatically called prior to stated maturity, the actual
amount you will receive at stated maturity will depend on the actual ending price of the lowest performing Underlying Stock on the final
calculation day. The performance of the better performing Underlying Stocks is not relevant to your return on the securities.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Hypothetical
Automatic Calls and Contingent Coupon Payments
Set forth below are examples that illustrate how
to determine whether the securities will be automatically called and whether a contingent coupon payment will be paid on a contingent
coupon payment date prior to the stated maturity date. The examples do not reflect any specific contingent coupon payment date but assume
that the securities are subject to automatic call on the applicable calculation day. The securities will not be subject to automatic call
until the second calculation day, which is approximately six months after the issue date. The following examples reflect a hypothetical
contingent coupon rate of 12.75% per annum (the minimum contingent coupon rate that may be determined on the pricing date) and assume
the hypothetical starting price, threshold price and stock closing prices for each Underlying Stock indicated in the examples. The terms
used for purposes of these hypothetical examples do not represent any actual starting price or threshold price. The hypothetical starting
price of $100.00 for each Underlying Stock has been chosen for illustrative purposes only and does not represent the actual starting price
for any Underlying Stock. The actual starting price and threshold price for each Underlying Stock will be determined on the pricing date
and will be set forth under “Terms of the Securities” above. For historical closing prices of the Underlying Stocks, see the
historical information set forth under the sections titled “The Common Stock of Apple Inc.,” “The Common Stock of Devon
Energy Corporation” and “The American Depositary Shares of Rio Tinto plc” below. These examples are for purposes of
illustration only and the values used in the examples may have been rounded for ease of analysis.
Example 1. The stock closing price of
the lowest performing Underlying Stock on the relevant calculation day is greater than or equal to its threshold price and less than its
starting price. As a result, the securities are not automatically called and investors receive a contingent coupon payment on the applicable
contingent coupon payment date.
| |
AAPL Stock |
DVN Stock |
RIO Stock |
| Hypothetical starting price: |
$100.00 |
$100.00 |
$100.00 |
| Hypothetical stock closing price on relevant calculation day: |
$95.00 |
$115.00 |
$90.00 |
| Hypothetical threshold price: |
$60.00 |
$60.00 |
$60.00 |
| Performance factor (stock closing price on calculation day divided by starting price): |
95.00% |
115.00% |
90.00% |
Step 1: Determine which Underlying
Stock is the lowest performing Underlying Stock on the relevant calculation day.
In this example, the RIO Stock has the
lowest performance factor and is, therefore, the lowest performing Underlying Stock on the relevant calculation day.
Step 2: Determine whether the
securities will be automatically called and whether a contingent coupon payment will be paid on the applicable contingent coupon payment
date.
Since the hypothetical stock closing
price of the lowest performing Underlying Stock on the relevant calculation day is greater than or equal to its hypothetical threshold
price, but less than its hypothetical starting price, the securities would not be automatically called and you would receive a contingent
coupon payment on the applicable contingent coupon payment date. The contingent coupon payment would be equal to $31.88 per security,
determined as follows: (i) $1,000 multiplied by 12.75% per annum divided by (ii) 4, rounded to the nearest cent.
Example 2. The stock closing price of
the lowest performing Underlying Stock on the relevant calculation day is less than its threshold price. As a result, the securities are
not automatically called and investors do not receive a contingent coupon payment on the applicable contingent coupon payment date.
| |
AAPL Stock |
DVN Stock |
RIO Stock |
| Hypothetical starting price: |
$100.00 |
$100.00 |
$100.00 |
| Hypothetical stock closing price on relevant calculation day: |
$125.00 |
$55.00 |
$105.00 |
| Hypothetical threshold price: |
$60.00 |
$60.00 |
$60.00 |
| Performance factor (stock closing price on calculation day divided by starting price): |
125.00% |
55.00% |
105.00% |
Step 1: Determine which Underlying
Stock is the lowest performing Underlying Stock on the relevant calculation day.
In this example, the DVN Stock has the
lowest performance factor and is, therefore, the lowest performing Underlying Stock on the relevant calculation day.
Step 2: Determine whether the
securities will be automatically called and whether a contingent coupon payment will be paid on the applicable contingent coupon payment
date.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
The securities would not be automatically
called, even though the stock closing prices of the better performing Underlying Stocks on the relevant calculation day are greater than
their hypothetical starting prices. In addition, since the hypothetical stock closing price of the lowest performing Underlying Stock
on the relevant calculation day is less than its hypothetical threshold price, you would not receive a contingent coupon payment on the
applicable contingent coupon payment date. As this example illustrates, whether the securities are automatically called and whether you
receive a contingent coupon payment on a contingent coupon payment date will depend solely on the stock closing price of the lowest performing
Underlying Stock on the relevant calculation day. This will be the case even if the better performing Underlying Stocks perform favorably.
The performance of the better performing Underlying Stocks is not relevant to your return on the securities.
Example 3. The stock closing price of
the lowest performing Underlying Stock on the relevant calculation day is greater than or equal to its starting price. As a result, the
securities are automatically called on the applicable contingent coupon payment date for the principal amount plus the contingent coupon
payment otherwise due.
| |
AAPL Stock |
DVN Stock |
RIO Stock |
| Hypothetical starting price: |
$100.00 |
$100.00 |
$100.00 |
| Hypothetical stock closing price on relevant calculation day: |
$105.00 |
$115.00 |
$130.00 |
| Hypothetical threshold price: |
$60.00 |
$60.00 |
$60.00 |
| Performance factor (stock closing price on calculation day divided by starting price): |
105.00% |
115.00% |
130.00% |
Step 1: Determine which Underlying
Stock is the lowest performing Underlying Stock on the relevant calculation day.
In this example, the AAPL Stock has the
lowest performance factor and is, therefore, the lowest performing Underlying Stock on the relevant calculation day.
Step 2: Determine whether the
securities will be automatically called and whether a contingent coupon payment will be paid on the applicable contingent coupon payment
date.
Since the hypothetical stock closing
price of the lowest performing Underlying Stock on the relevant calculation day is greater than or equal to its hypothetical starting
price, the securities would be automatically called and you would receive the principal amount plus the contingent coupon payment otherwise
due on the call settlement date. On the call settlement date, you would receive $1,031.88 per security.
If the securities are automatically called prior
to maturity, you will not receive any further payments after the call settlement date.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Hypothetical
Maturity Payment Amount
Set forth below are examples of calculations of
the maturity payment amount payable at stated maturity, assuming that the securities have not been automatically called prior to stated
maturity and assuming the hypothetical starting price, threshold price and ending prices for each Underlying Stock indicated in the examples.
The terms used for purposes of these hypothetical examples do not represent any actual starting price or threshold price. The hypothetical
starting price of $100.00 for each Underlying Stock has been chosen for illustrative purposes only and does not represent the actual starting
price for any Underlying Stock. The actual starting price and threshold price for each Underlying Stock will be determined on the pricing
date and will be set forth under “Terms of the Securities” above. For historical closing prices of the Underlying Stocks,
see the historical information set forth under the sections titled “The Common Stock of Apple Inc.,” “The Common Stock
of Devon Energy Corporation” and “The American Depositary Shares of Rio Tinto plc” below. These examples are for purposes
of illustration only and the values used in the examples may have been rounded for ease of analysis.
Example 1. The ending price of the lowest
performing Underlying Stock on the final calculation day is greater than its starting price, the maturity payment amount is equal to the
principal amount of your securities at maturity and you receive the contingent coupon payment otherwise due.
| |
AAPL Stock |
DVN Stock |
RIO Stock |
| Hypothetical starting price: |
$100.00 |
$100.00 |
$100.00 |
| Hypothetical ending price: |
$135.00 |
$145.00 |
$125.00 |
| Hypothetical threshold price: |
$60.00 |
$60.00 |
$60.00 |
| Performance factor (ending price divided by starting price): |
135.00% |
145.00% |
125.00% |
Step 1: Determine which Underlying
Stock is the lowest performing Underlying Stock on the final calculation day.
In this example, the RIO Stock has the
lowest performance factor and is, therefore, the lowest performing Underlying Stock on the final calculation day.
Step 2: Determine the maturity
payment amount based on the ending price of the lowest performing Underlying Stock on the final calculation day.
Since the hypothetical ending price of
the lowest performing Underlying Stock on the final calculation day is greater than its hypothetical threshold price, the maturity payment
amount would equal the principal amount. Although the hypothetical ending price of the lowest performing Underlying Stock on the final
calculation day is significantly greater than its hypothetical starting price in this scenario, the maturity payment amount will not exceed
the principal amount.
In addition to any contingent coupon
payments received prior to the stated maturity date, on the stated maturity date you would receive $1,000.00 per security as well as the
contingent coupon payment otherwise due.
Example 2. The ending price of the lowest
performing Underlying Stock on the final calculation day is less than its starting price but greater than its threshold price, the maturity
payment amount is equal to the principal amount of your securities at maturity and you receive the contingent coupon payment otherwise
due.
| |
AAPL Stock |
DVN Stock |
RIO Stock |
| Hypothetical starting price: |
$100.00 |
$100.00 |
$100.00 |
| Hypothetical ending price: |
$115.00 |
$90.00 |
$110.00 |
| Hypothetical threshold price: |
$60.00 |
$60.00 |
$60.00 |
| Performance factor (ending price divided by starting price): |
115.00% |
90.00% |
110.00% |
Step 1: Determine which Underlying
Stock is the lowest performing Underlying Stock on the final calculation day.
In this example, the DVN Stock has the
lowest performance factor and is, therefore, the lowest performing Underlying Stock on the final calculation day.
Step 2: Determine the maturity
payment amount based on the ending price of the lowest performing Underlying Stock on the final calculation day.
Since the hypothetical ending price of
the lowest performing Underlying Stock on the final calculation day is not less than its hypothetical threshold price, you would be repaid
the principal amount of your securities at maturity.
In addition to any contingent coupon
payments received prior to the stated maturity date, on the stated maturity date you would receive $1,000.00 per security as well as the
contingent coupon payment otherwise due.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Example 3. The ending price of the lowest
performing Underlying Stock on the final calculation day is less than its threshold price, the maturity payment amount is less than the
principal amount of your securities at maturity and you do not receive a contingent coupon payment at maturity.
| |
AAPL Stock |
DVN Stock |
RIO Stock |
| Hypothetical starting price: |
$100.00 |
$100.00 |
$100.00 |
| Hypothetical ending price: |
$45.00 |
$120.00 |
$90.00 |
| Hypothetical threshold price: |
$60.00 |
$60.00 |
$60.00 |
| Performance factor (ending price divided by starting price): |
45.00% |
120.00% |
90.00% |
Step 1: Determine which Underlying
Stock is the lowest performing Underlying Stock on the final calculation day.
In this example, the AAPL Stock has the
lowest performance factor and is, therefore, the lowest performing Underlying Stock on the final calculation day.
Step 2: Determine the maturity
payment amount based on the ending price of the lowest performing Underlying Stock on the final calculation day.
Since the hypothetical ending price of
the lowest performing Underlying Stock on the final calculation day is less than its hypothetical threshold price, you would lose a portion
of the principal amount of your securities and receive the maturity payment amount equal to $450.00 per security, calculated as follows:
$1,000 × performance factor of the lowest
performing Underlying Stock on the final calculation day
= $1,000 × 45.00%
= $450.00
In addition to any contingent coupon
payments received prior to the stated maturity date, on the stated maturity date you would receive $450.00 per security, but no contingent
coupon payment.
These examples illustrate that you will not participate
in any appreciation of any Underlying Stock, but will be fully exposed to a decrease in the lowest performing Underlying Stock if the
ending price of the lowest performing Underlying Stock on the final calculation day is less than its threshold price, even if the ending
prices of the other Underlying Stocks have appreciated or have not declined below their respective threshold prices.
To the extent that the starting price, threshold
price and ending price of the lowest performing Underlying Stock on the final calculation day differ from the values assumed above, the
results indicated above would be different.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
Information
about the Underlying Stocks
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. Such information can be reviewed electronically
through a website maintained by the SEC at http://www.sec.gov. Information filed with the SEC by the issuer of each Underlying Stock can
be located by reference to its 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 any accompanying prospectus or prospectus supplement.
We have not independently verified the accuracy or completeness of the information contained in outside sources.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
The
Common Stock of Apple Inc.
According to publicly available information, Apple
Inc. designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories and sells a variety of related
services. Information filed by Apple Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-36743.
The AAPL Stock is listed on The Nasdaq Stock Market under the ticker symbol “AAPL.”
Historical Information
We obtained the closing prices of the AAPL Stock
displayed in the graph below from Bloomberg Professional® service (“Bloomberg”) without independent
verification. The historical performance of the AAPL Stock should not be taken as an indication of the future performance of the AAPL
Stock. Future performance of the AAPL Stock may differ significantly from historical performance, and no assurance can be given as to
the closing prices of the AAPL Stock during the term of the securities, including on any calculation day. We cannot give you assurance
that the performance of the AAPL Stock will not result in a loss on your initial investment.
The following graph sets forth daily closing prices
of the AAPL Stock for the period from January 1, 2019 to July 19, 2024. The closing price on July 19, 2024 was $224.31. The closing
prices 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.
 |
| |
| * The dotted line indicates a hypothetical threshold price of 60% of the closing price of the AAPL Stock on July 19, 2024. The actual threshold price will be equal to 60% of the starting price of the AAPL Stock. |
| |
PAST PERFORMANCE IS NOT
INDICATIVE OF FUTURE RESULTS.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
The
Common Stock of Devon Energy Corporation
According to publicly available information, Devon
Energy Corporation is an energy company engaged primarily in the exploration, development and production of oil, natural gas and natural
gas liquids. Information filed by Devon Energy Corporation with the SEC under the Exchange Act can be located by reference to its SEC
file number: 001-32318. The DVN Stock is listed on the New York Stock Exchange under the ticker symbol “DVN.”
Historical Information
We obtained the closing prices of the DVN Stock
displayed in the graph below from Bloomberg without independent verification. The historical performance of the DVN Stock should not be
taken as an indication of the future performance of the DVN Stock. Future performance of the DVN Stock may differ significantly from historical
performance, and no assurance can be given as to the closing prices of the DVN Stock during the term of the securities, including on any
calculation day. We cannot give you assurance that the performance of the DVN Stock will not result in a loss on your initial investment.
The following graph sets forth daily closing prices
of the DVN Stock for the period from January 1, 2019 to July 19, 2024. The closing price on July 19, 2024 was $47.74. The closing prices
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.
 |
| |
| * The dotted line indicates a hypothetical threshold price of 60% of the closing price of the DVN Stock on July 19, 2024. The actual threshold price will be equal to 60% of the starting price of the DVN Stock. |
| |
PAST PERFORMANCE IS NOT
INDICATIVE OF FUTURE RESULTS.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
The
American Depositary Shares of Rio Tinto plc
According to publicly available information, Rio
Tinto plc, a U.K. company, finds, mines and processes mineral resources. Information filed by Rio Tinto plc with the SEC under the Exchange
Act can be located by reference to its SEC file number: 001-10533. The RIO Stock is listed on the New York Stock Exchange under the ticker
symbol “RIO.”
Historical Information
We obtained the closing prices of the RIO Stock
displayed in the graph below from Bloomberg without independent verification. The historical performance of the RIO Stock should not be
taken as an indication of the future performance of the RIO Stock. Future performance of the RIO Stock may differ significantly from historical
performance, and no assurance can be given as to the closing prices of the RIO Stock during the term of the securities, including on any
calculation day. We cannot give you assurance that the performance of the RIO Stock will not result in a loss on your initial investment.
The following graph sets forth daily closing prices
of the RIO Stock for the period from January 1, 2019 to July 19, 2024. The closing price on July 19, 2024 was $63.78. The closing prices
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.
 |
| |
| * The dotted line indicates a hypothetical threshold price of 60% of the closing price of the RIO Stock on July 19, 2024. The actual threshold price will be equal to 60% of the starting price of the RIO Stock. |
| |
PAST PERFORMANCE IS NOT
INDICATIVE OF FUTURE RESULTS.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Devon Energy Corporation and the American Depositary Shares of Rio Tinto plc due August 3, 2027
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.” The following discussion supersedes the discussion in the accompanying prospectus supplement
to the extent it is inconsistent therewith.
In determining our reporting responsibilities,
if any, we intend to treat (i) the securities 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 security.
Assuming the treatment described above is respected, if you are a U.S. holder, upon a sale or exchange of the securities (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 securities, which should equal the amount you paid to acquire the securities (assuming
contingent coupon payments are properly treated as ordinary income, consistent with the position referred to above). This gain or loss
should be short-term capital gain or loss unless you hold the securities for more than one year, in which case the gain or loss should
be long-term capital gain or loss, whether or not you are an initial purchaser of the securities at the issue price. The deductibility
of capital losses is subject to limitations. If you sell your securities 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 securities prior to a calculation day 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 securities 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 securities, possibly with retroactive effect. You should consult your tax advisor regarding the U.S. federal income
tax consequences of an investment in the securities, 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 representation that the securities do not have a “delta of one” within the meaning of the regulations,
our special tax counsel believes that these regulations should not apply to the securities with regard to non-U.S. holders, and we have
determined to treat the securities as not being subject to Section 871(m). 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 securities. You should consult your tax advisor regarding
the potential application of Section 871(m) to the securities.
Non-U.S. holders should also discuss with their
tax advisors the estate tax consequences of investing in the securities.
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