See “Additional Information about
the Issuer and the Securities” on page PS-4 of this pricing supplement. The securities will have the terms specified in the
prospectus dated August 1, 2019, the prospectus supplement dated August 1, 2019, the prospectus addendum dated May 11, 2020 and
the underlying supplement dated August 1, 2019, as supplemented or superseded by this pricing supplement.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 PS-10 herein and “Risk Factors” beginning on page S-7 of the prospectus supplement
and beginning on page PA-1 of the prospectus addendum.
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.
We may use this document in the initial
sale of the securities. In addition, Barclays Capital Inc. or another of our affiliates may use this document in market resale
transactions in any of the securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation
of sale, this document is being used in a market resale transaction.
Notwithstanding any other agreements,
arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner 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 PS-6 of this pricing supplement.
Additional
Information about the Issuer and the Securities
You should read this pricing supplement
together with the prospectus dated August 1, 2019, as supplemented by the prospectus supplement dated August 1, 2019 relating to
our Global Medium-Term Notes, Series A, of which these securities are a part, the prospectus addendum dated May 11, 2020 and the
underlying supplement dated August 1, 2019. 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 the prospectus addendum 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,
prospectus addendum or underlying supplement, the information and terms in this pricing 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—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Additional
Information Regarding Our Estimated Value of the Securities
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 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 results from several factors, including any sales commissions to be
paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed
or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with
structuring the 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 six 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 PS-10 of this pricing supplement.
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Consent
to U.K. Bail-in Power
Notwithstanding any other agreements,
arrangements or understandings between us and any holder or beneficial owner 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); and/or (iii) 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 could materially adversely affect the value of the 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—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Investor
Considerations
The securities are not suitable for
all investors. The securities may be a suitable investment for you if all of the following statements are true:
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You do not seek an investment that produces periodic interest or coupon
payments or other sources of current income.
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You anticipate that the ending level will be greater than the starting
level, and you are willing and able to accept the risk that, if the ending level is less than the starting level by more than 20%,
you will lose up to 80% of the original offering price of your securities at maturity.
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You are willing and able to accept that any potential return on the
securities is limited to the maximum return.
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You are willing and able to accept the risks associated with an investment
linked to the performance of the Index, as explained in more detail in the “Selected Risk Considerations” section of
this pricing supplement.
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You understand and accept that you will not be entitled to receive
dividends or distributions that may be paid to holders of the securities composing the Index, nor will you have any voting rights
with respect to the securities composing the Index.
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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 maturity.
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You are willing and able to assume our credit risk for all payments
on the securities.
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You are willing and able to consent to the exercise of any U.K. Bail-in
Power by any relevant U.K. resolution authority.
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The securities may not be a suitable
investment for you if any of the following statements are true:
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You seek an investment that produces periodic interest or coupon payments
or other sources of current income.
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You seek an investment that provides for the full repayment of principal
at maturity.
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You anticipate that the ending level will be less than the starting
level, or you are unwilling or unable to accept the risk that, if the ending level is less than the starting level by more than
20%, you will lose up to 80% of the original offering price of your securities at maturity.
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You seek an investment with uncapped exposure to any positive performance
of the Index.
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You are unwilling or unable to accept the risks associated with an
investment linked to the performance of the Index, as explained in more detail in the “Selected Risk Considerations”
section of this pricing supplement.
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You seek an investment that entitles you to dividends or distributions
on, or voting rights related to, the securities composing the Index.
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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 maturity.
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You are unwilling or unable to assume our credit risk for all payments
on the securities.
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You are unwilling or unable to consent to the exercise of any U.K.
Bail-in Power by any relevant U.K. resolution authority.
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The suitability considerations identified
above are not exhaustive. Whether or not the securities are a suitable 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 suitability of an investment in the securities in light of your particular circumstances. You should also
review carefully the “Selected Risk Considerations” beginning on page PS-10 of this pricing supplement and the “Risk
Factors” beginning on page S-7 of the accompanying prospectus supplement and beginning on page PA-1 of the prospectus addendum
for risks related to an investment in the securities. For more information about the Index, please see the section titled “The
S&P 500® Index” below.
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Determining
the Maturity Payment Amount
On the stated maturity date, you will receive
a cash payment per security (the maturity payment amount) calculated as follows:
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Hypothetical
Payout Profile
The following graph is based on a maximum
return of 38.00% of the original offering price or $380.00 per security, a participation rate of 100% and a threshold level equal
to 80% of the starting level. For purposes of the following graph, “Index return” means the percentage change
from the starting level to the ending level. This graph has been prepared for purposes of illustration only. Your actual return
will depend on the actual ending level and whether you hold your securities to maturity.
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Selected
Risk Considerations
An investment in the securities involves
significant risks. Investing in the securities is not equivalent to investing directly in the Index or its components. 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 prospectus supplement and the prospectus
addendum. 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
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If The Ending Level Is Less Than The
Threshold Level, You Will Lose Up To 80% Of The Original Offering Price Of Your Securities At Maturity — If the ending
level is less than the threshold level, the maturity payment amount that you receive at maturity will be reduced by an amount equal
to the decline in the level of the Index below the threshold level (expressed as a percentage of the starting level). The threshold
level is 80% of the starting level. As a result, you may lose up to 80% of the original offering price at maturity, even if the
level of the Index is greater than or equal to the starting level or the threshold level at certain times during the term of the
securities.
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No Periodic Interest Will Be Paid On
The Securities — No periodic payments of interest will be made on the securities.
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Your Return Will Be Limited To The
Maximum Return And May Be Lower Than The Return On A Direct Investment In The Securities Composing The Index — The opportunity
to participate in the possible increases in the level of the Index through an investment in the securities will be limited because
any positive return on the securities will not exceed the maximum return, regardless of any increase in the level of the Index,
which may be significant. Furthermore, the effect of the participation rate will be progressively reduced for all ending levels
exceeding the ending level at which the maximum return is reached.
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The Ending Level Is Not Based On The
Closing Level Of The Index At Any Time Other Than The Calculation Day — The ending level will be based solely on the
closing level of the Index on the calculation day, and the maturity payment amount will be based solely on the ending level relative
to the starting level. Therefore, if the level of the Index has declined as of the calculation day, the maturity payment amount
may be significantly less than it would otherwise have been had the ending level been determined at a time prior to such decline
or after the level of the Index has recovered. Although the level of the Index on the stated maturity date or at other times during
the term of your securities may be higher than the ending level, you will not benefit from the level of the Index other than the
closing level of the Index on the calculation day.
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Owning The Securities Is Not The Same
As Owning The Securities Composing The Index — The return on your securities may not reflect the return you would realize
if you actually owned the securities composing the Index. 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 the securities composing
the Index would have.
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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 level
of the Index will rise or fall. There can be no assurance that the level of the Index will not close below the threshold level
on the calculation day. The level of the Index will be influenced by complex and interrelated political, economic, financial and
other factors that affect the Index and the component securities of the Index. You should be willing to accept the downside risks
associated with equities in general and the Index in particular, and the risk of losing up to 80% of the original offering price.
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The U.S. Federal Income Tax Consequences
Of An Investment In The Securities Are Uncertain — There is no direct legal authority regarding the proper U.S. federal
income tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”).
Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree
with the treatment of the securities as prepaid forward contracts, as described below under “Tax Considerations.” If
the IRS were successful in asserting an alternative treatment for the securities, the tax consequences of the ownership and disposition
of the securities could be materially and adversely affected. In addition, in 2007 the Treasury Department and the IRS released
a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should review
carefully the sections of 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” and, if you are a non-U.S. holder,
“—Tax Consequences to Non-U.S. Holders,” and consult your tax advisor regarding the U.S. federal tax consequences
of an investment in the securities (including possible alternative treatments and the issues presented by the 2007 notice), as
well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
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Risks Relating to
the Issuer
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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
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
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.
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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 any other agreements,
arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner 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 could materially adversely affect the value of the 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.
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Risks Relating to
the Index
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The Index Reflects The Price Return
Of The Securities Composing The Index, Not The Total Return — The return on the securities is based on the performance
of the Index, which reflects changes in the market prices of the securities composing the Index. The Index is not a “total
return” index that, in addition to reflecting those price returns, would also reflect dividends paid on the securities composing
the Index. Accordingly, the return on the securities will not include such a total return feature.
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The Historical Performance Of The Index
Is Not An Indication Of Its Future Performance — The historical performance of the Index should not be taken as an indication
of the future performance of the Index. It is impossible to predict whether the closing level of the Index 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 level of the Index are not necessarily indicative of
fluctuations or trends that may occur in the future.
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We Cannot Control Actions Of Any Of
The Unaffiliated Companies Whose Securities Are Included As Components Of The Index — Actions by any company whose securities
are components of the Index may have an adverse effect on the price of its security, the closing level of the Index on the calculation
day and the value of the securities. These unaffiliated companies will not be involved in the offering of the securities and will
have no obligations with respect to the securities, including any obligation to take our or your interests into consideration for
any reason. These companies will not receive any of the proceeds of the offering of the securities and will not be responsible
for, and will not have participated in, the determination of the timing of, prices for, or quantities of, the securities to be
issued. These companies will not be involved with the administration, marketing or trading of the securities and will have no obligations
with respect to any amounts to be paid to you on the securities.
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Adjustments To The Index Could Adversely
Affect The Value Of The Securities And The Amount You Will Receive At Maturity — The sponsor of the Index (the “index
sponsor”) may add, delete, substitute or adjust the securities composing the Index or make other methodological changes
to the Index that could affect its performance. The calculation agent will calculate the value to be used as the closing level
of the Index in the event of certain material changes in or modifications to the Index. In addition, the index sponsor may also
discontinue or suspend calculation or publication of the Index at any time. Under these circumstances, the calculation agent may
select a successor index that the calculation agent determines to be comparable to the discontinued index or, if no successor index
is available, the calculation agent will determine the value to be used as the closing level of the Index. Any of these actions
could adversely affect the level of the Index and, consequently, the value of the securities. See “Additional Terms of the
Securities—Adjustments to the Index” and “Additional Terms of the Securities—Discontinuance of the Index”
in this pricing supplement.
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We And Our Affiliates Have No Affiliation
With The Index Sponsor And Have Not Independently Verified Its Public Disclosure Of Information — We, our affiliates
and WFS and its affiliates are not affiliated in any way with the index sponsor and have no ability to control or predict its actions,
including any errors in or discontinuation of disclosure regarding its methods or policies relating to the calculation of the Index.
We have derived the information about the Index contained in this pricing supplement and the accompanying underlying supplement
from publicly available information, without independent verification. You, as an investor in the securities, should make your
own investigation into the Index and the index sponsor. The index sponsor will not be involved in the offering of the securities
made hereby in any way, and the index sponsor does not have any obligation to consider your interests as an owner of the securities
in taking any actions that might affect the value of the securities.
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Risks
Relating to Conflicts of Interest
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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 the Index and the merits of investing in the securities.
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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.
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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 Index or its components.
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 levels of the Index 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 whether a market disruption
event has occurred on any date that the level of the Index is to be determined; if the Index is discontinued or if the sponsor
of the Index fails to publish the Index, selecting a successor index or, if no successor index is available, determining any value
necessary to calculate any payments on the securities; and calculating the level of the Index on any date of determination in the
event of certain changes in or modifications to the Index. 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 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
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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.
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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 level
of the Index 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:
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
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the expected volatility of the Index and the securities composing the Index;
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the time to maturity of the securities;
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the market prices of, and dividend rates on, the securities composing the Index;
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interest and yield rates in the market generally;
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supply and demand for the securities;
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a variety of economic, financial, political, regulatory and judicial events; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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The Estimated Value Of Your Securities
Is Lower Than The Original Offering Price Of Your Securities — The estimated value of your securities on the pricing
date is 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 a result of certain factors, such as any sales commissions, selling concessions, discounts,
commissions or fees 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.
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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 value referenced above might be lower if such estimated value were based on the levels
at which our benchmark debt securities trade in the secondary market.
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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 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.
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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.
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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.
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Hypothetical
Returns
The following table illustrates, for a
maximum return of 38.00% of the original offering price or $380.00 per security, a participation rate of 100%, a threshold level
equal to 80% of the starting level and a range of hypothetical ending levels of the Index:
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the hypothetical percentage change from the hypothetical starting level to the hypothetical ending
level;
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the hypothetical maturity payment amount per security; and
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the hypothetical pre-tax total rate of return.
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Hypothetical
ending level
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Percentage change from the hypothetical
starting level to the hypothetical
ending level
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Hypothetical maturity payment amount per security
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Hypothetical pre-tax total rate of return
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175.00
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75.00%
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$1,380.00
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38.00%
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150.00
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50.00%
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$1,380.00
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38.00%
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140.00
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40.00%
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$1,380.00
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38.00%
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138.00
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38.00%
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$1,380.00
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38.00%
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130.00
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30.00%
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$1,300.00
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30.00%
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120.00
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20.00%
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$1,200.00
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20.00%
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110.00
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10.00%
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$1,100.00
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10.00%
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105.00
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5.00%
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$1,050.00
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5.00%
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100.00(1)
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0.00%
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$1,000.00
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0.00%
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95.00
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-5.00%
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$1,000.00
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0.00%
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90.00
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-10.00%
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$1,000.00
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0.00%
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80.00
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-20.00%
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$1,000.00
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0.00%
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79.00
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-21.00%
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$990.00
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-1.00%
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75.00
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-25.00%
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$950.00
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-5.00%
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50.00
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-50.00%
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$700.00
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-30.00%
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25.00
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-75.00%
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$450.00
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-55.00%
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0.00
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-100.00%
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$200.00
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-80.00%
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(1) The
hypothetical starting level of 100.00 has been chosen for illustrative purposes only and does not represent the actual starting
level. The actual starting level is set forth under “Terms of the Securities” above. For historical closing levels
of the Index, see the historical information set forth under the section titled “The S&P 500® Index”
below.
The above figures are for purposes of illustration
only and may have been rounded for ease of analysis. The actual maturity payment amount and the resulting pre-tax rate of return
will depend on the actual starting level and actual ending level.
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Hypothetical
Maturity Payment Amounts
Set forth below are examples of maturity
payment amount calculations, reflecting a maximum return of 38.00% of the original offering price or $380.00 per security, a participation
rate of 100% and a threshold level equal to 80% of the starting level and assuming hypothetical starting levels and ending levels
as indicated in the examples. Terms used for purposes of these hypothetical examples do not represent the actual starting level,
related threshold level or ending level applicable to the securities. The actual starting level and threshold level are set forth
under “Terms of the Securities” above and the actual ending level will be the closing level of the Index on the calculation
day. For historical closing levels of the Index, see the historical information set forth under the section titled “The S&P
500® Index” below. These examples are for purposes of illustration only. We cannot predict the closing level
of the Index on any day during the term of the securities, including on the calculation day. You should not take these examples
as an indication or assurance of the expected performance of the securities. The values used in the examples may have been rounded
for ease of analysis. The examples below do not take into account any tax consequences from investing in the securities.
Example 1. Maturity payment amount is
greater than the original offering price and reflects a return that is less than the maximum return:
Hypothetical starting level: 100.00
Hypothetical ending level: 110.00
Because the hypothetical ending level is
greater than the hypothetical starting level, the maturity payment amount per security would be equal to the original offering
price of $1,000 plus a positive return equal to the lesser of:
(ii) the maximum return of $380.00 per security
On the stated maturity date, you would
receive $1,100.00 per security.
Example 2. Maturity payment amount is
greater than the original offering price and reflects a return equal to the maximum return:
Hypothetical starting level: 100.00
Hypothetical ending level: 150.00
Because the hypothetical ending level is
greater than the hypothetical starting level, the maturity payment amount per security would be equal to the original offering
price of $1,000 plus a positive return equal to the lesser of:
(ii) the maximum return of $380.00 per security
On the stated maturity date, you would
receive $1,380.00 per security, which is the maximum maturity payment amount.
In addition to limiting your return on
the securities, the maximum return limits the positive effect of the participation rate. If the ending level is greater than the
starting level, you will participate in the performance of the Index at a rate of 100% up to a certain point. However, under the
hypothetical terms of the securities, the effect of the participation rate will be progressively reduced for ending levels that
are greater than 138.00% of the starting level because your return on the securities for any ending level greater than 138.00%
of the starting level will be limited to the maximum return.
Example 3. Maturity payment amount is
equal to the original offering price:
Hypothetical starting level: 100.00
Hypothetical ending level: 90.00
Hypothetical threshold level: 80.00, which is 80% of the hypothetical starting level
Because the hypothetical ending level is
less than the hypothetical starting level, but not by more than 20%, you would not lose any of the original offering price of your
securities.
On the stated maturity date, you would
receive $1,000.00 per security.
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Example 4. Maturity payment amount is
less than the original offering price:
Hypothetical starting level: 100.00
Hypothetical ending level: 50.00
Hypothetical threshold level: 80.00, which is 80% of the hypothetical starting level
Because the hypothetical ending level is
less than the hypothetical starting level by more than 20%, you would lose a portion of the original offering price of your securities
and receive the maturity payment amount equal to:
On the stated maturity date, you would
receive $700.00 per security.
To the extent that the starting level and
ending level differ from the values assumed above, the results indicated above would be different.
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Additional
Terms of the Securities
Barclays Bank PLC will issue the securities
as part of a series of unsecured and unsubordinated debt securities entitled “Global Medium-Term Notes, Series A,”
which are more fully described in the accompanying prospectus supplement. In the event the terms of the securities described in
this pricing supplement differ from, or are inconsistent with, the terms described in the prospectus, prospectus supplement, prospectus
addendum or underlying supplement, the terms described in this pricing supplement will control.
Certain Definitions
A “trading day” means
a day, as determined by the calculation agent, on which (i) the relevant stock exchanges with respect to each security underlying
the Index are scheduled to be open for trading for their respective regular trading sessions and (ii) each related futures or options
exchange is scheduled to be open for trading for its regular trading session.
The “relevant stock exchange”
for any security underlying the Index means the primary exchange or quotation system on which such security is traded, as determined
by the calculation agent.
The “related futures or options
exchange” for the Index means an exchange or quotation system where trading has a material effect (as determined by the
calculation agent) on the overall market for futures or options contracts relating to the Index.
Market Disruption Events
A “market disruption event”
means any of the following events as determined by the calculation agent in its sole discretion:
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(A)
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The occurrence or existence of a material suspension of or limitation imposed on trading by the
relevant stock exchanges or otherwise relating to securities which then comprise 20% or more of the level of the Index or any successor
equity index at any time during the one-hour period that ends at the close of trading on that day, whether by reason of movements
in price exceeding limits permitted by those relevant stock exchanges or otherwise.
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(B)
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The occurrence or existence of a material suspension of or limitation imposed on trading by any
related futures or options exchange or otherwise in futures or options contracts relating to the Index or any successor equity
index on any related futures or options exchange at any time during the one-hour period that ends at the close of trading on that
day, whether by reason of movements in price exceeding limits permitted by the related futures or options exchange or otherwise.
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(C)
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The occurrence or existence of any event, other than an early closure, that materially disrupts
or impairs the ability of market participants in general to effect transactions in, or obtain market values for, securities that
then comprise 20% or more of the level of the Index or any successor equity index on their relevant stock exchanges at any time
during the one-hour period that ends at the close of trading on that day.
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(D)
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The occurrence or existence of any event, other than an early closure, that materially disrupts
or impairs the ability of market participants in general to effect transactions in, or obtain market values for, futures or options
contracts relating to the Index or any successor equity index on any related futures or options exchange at any time during the
one-hour period that ends at the close of trading on that day.
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(E)
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The closure on any exchange business day of the relevant stock exchanges on which securities that
then comprise 20% or more of the level of the Index or any successor equity index are traded or any related futures or options
exchange prior to its scheduled closing time unless the earlier closing time is announced by the relevant stock exchange or related
futures or options exchange, as applicable, at least one hour prior to the earlier of (1) the actual closing time for the regular
trading session on such relevant stock exchange or related futures or options exchange, as applicable, and (2) the submission deadline
for orders to be entered into the relevant stock exchange or related futures or options exchange, as applicable, system for execution
at such actual closing time on that day.
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(F)
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The relevant stock exchange for any security underlying the Index or successor equity index or
any related futures or options exchange fails to open for trading during its regular trading session.
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For purposes of determining whether a market
disruption event has occurred:
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(1)
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the relevant percentage contribution of a security to the level of the Index or any successor equity
index will be based on a comparison of (x) the portion of the level of such index attributable to that security and (y) the overall
level of the Index or successor equity index, in each case immediately before the occurrence of the market disruption event;
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(2)
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the “close of trading” on any trading day for the Index or any successor equity
index means the scheduled closing time of the relevant stock exchanges with respect to the securities underlying the Index or successor
equity index on such trading day; provided that, if the actual closing time of the regular trading session of any such relevant
stock exchange is earlier than its scheduled closing time on such trading day, then (x) for purposes of clauses (A) and (C) of
the definition of “market disruption event” above, with respect to any security underlying the Index or successor equity
index for which such relevant stock exchange is its relevant stock exchange, the “close of trading” means such actual
closing time and (y) for purposes of clauses (B) and (D) of the definition of “market disruption event” above, with
respect to any futures or options contract relating to the Index or successor equity index, the “close of trading”
means the latest actual closing time of the regular
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
trading session
of any of the relevant stock exchanges, but in no event later than the scheduled closing time of the relevant stock exchanges;
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(3)
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the “scheduled closing time” of any relevant stock exchange or related futures
or options exchange on any trading day for the Index or any successor equity index means the scheduled weekday closing time of
such relevant stock exchange or related futures or options exchange on such trading day, without regard to after hours or any other
trading outside the regular trading session hours; and
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(4)
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an “exchange business day” means any trading day for the Index or any successor
equity index on which each relevant stock exchange for the securities underlying the Index or any successor equity index and each
related futures or options exchange are open for trading during their respective regular trading sessions, notwithstanding any
such relevant stock exchange or related futures or options exchange closing prior to its scheduled closing time.
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If a market disruption event occurs or
is continuing on the calculation day, then the calculation day will be postponed to the first succeeding trading day on which a
market disruption event has not occurred and is not continuing; however, if such first succeeding trading day has not occurred
as of the eighth trading day after the originally scheduled calculation day, that eighth trading day shall be deemed to be the
calculation day. If the calculation day has been postponed eight trading days after the originally scheduled calculation day and
a market disruption event occurs or is continuing on such eighth trading day, the calculation agent will determine the closing
level of the Index on such eighth trading day in accordance with the formula for and method of calculating the closing level of
the Index last in effect prior to commencement of the market disruption event, using the closing price (or, with respect to any
relevant security, if a market disruption event has occurred with respect to such security, its good faith estimate of the value
of such security at the scheduled closing time of the relevant stock exchange for such security or, if earlier, the actual closing
time of the regular trading session of such relevant stock exchange) on such date of each security included in the Index. As used
herein, “closing price” means, with respect to any security on any date, the relevant stock exchange traded or quoted
price of such security as of the scheduled closing time of the relevant stock exchange for such security or, if earlier, the actual
closing time of the regular trading session of such relevant stock exchange.
Adjustments to the Index
If at any time the method of calculating
the Index or a successor equity index, or the closing level thereof, is changed in a material respect, or if the Index or a successor
equity index is in any other way modified so that such index does not, in the opinion of the calculation agent, fairly represent
the level of such index had those changes or modifications not been made, then the calculation agent will, at the close of business
in New York, New York, on each date that the closing level of such index is to be calculated, make such calculations and adjustments
as, in the good faith judgment of the calculation agent, may be necessary in order to arrive at a level of an index comparable
to the Index or successor equity index as if those changes or modifications had not been made, and the calculation agent will calculate
the closing level of the Index or successor equity index with reference to such index, as so adjusted. Accordingly, if the method
of calculating the Index or successor equity index is modified so that the level of such index is a fraction or a multiple of what
it would have been if it had not been modified (e.g., due to a split or reverse split in such equity index), then the calculation
agent will adjust the Index or successor equity index in order to arrive at a level of such index as if it had not been modified
(e.g., as if the split or reverse split had not occurred).
Discontinuance of the Index
If the sponsor or publisher of the Index
(the “index sponsor”) discontinues publication of the Index, and such index sponsor or another entity publishes
a successor or substitute equity index that the calculation agent determines, in its sole discretion, to be comparable to the Index
(a “successor equity index”), then, upon the calculation agent’s notification of that determination to
the trustee and Barclays Bank PLC, as issuer of the securities, the calculation agent will substitute the successor equity index
as calculated by the relevant index sponsor or any other entity and calculate the ending level as described above. Upon any selection
by the calculation agent of a successor equity index, Barclays Bank PLC, as issuer of the securities, will cause notice to be given
to holders of the securities.
In the event that the index sponsor discontinues
publication of the Index prior to, and the discontinuance is continuing on, the calculation day and the calculation agent determines
that no successor equity index is available at such time, the calculation agent will calculate a substitute closing level for the
Index in accordance with the formula for and method of calculating the Index last in effect prior to the discontinuance, but using
only those securities that comprised the Index immediately prior to that discontinuance. If a successor equity index is selected
or the calculation agent calculates a level as a substitute for the Index, the successor equity index or level will be used as
a substitute for the Index for all purposes, including the purpose of determining whether a market disruption event exists.
If on the calculation day the index sponsor
fails to calculate and announce the level of the Index, the calculation agent will calculate a substitute closing level of the
Index in accordance with the formula for and method of calculating the Index last in effect prior to the failure, but using only
those securities that comprised the Index immediately prior to that failure; provided that, if a market disruption event
occurs or is continuing on such day, then the provisions set forth above under “—Market Disruption Events” shall
apply in lieu of the foregoing.
Notwithstanding these alternative arrangements,
discontinuance of the publication of, or the failure by the index sponsor to calculate and announce the level of, the Index may
adversely affect the value of the securities.
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
The
S&P 500® Index
The Index consists of stocks of 500 companies
selected to provide a performance benchmark for the U.S. equity markets. For more information about the Index, see “Indices—The
S&P U.S. Indices” in the accompanying underlying supplement.
Historical Information
We obtained the closing levels displayed
in the graph below from Bloomberg Professional® service without independent verification. The historical performance
of the Index should not be taken as an indication of the future performance of the Index. Future performance of the Index may differ
significantly from historical performance, and no assurance can be given as to the closing levels of the Index during the term
of the securities, including on the calculation day. We cannot give you assurance that the performance of the Index will not result
in a loss on your initial investment.
The following graph sets forth daily closing
levels of the Index for the period from January 1, 2015 to November 24, 2020. The closing level on November 24, 2020 was 3,635,41.
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* The dotted line indicates the threshold level of 80% of the starting level.
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PAST PERFORMANCE
IS NOT INDICATIVE OF FUTURE RESULTS.
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
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” and, if you are a non-U.S. holder, “—Tax
Consequences to Non-U.S. Holders.” The following discussion, when read in combination with those sections, constitutes the
full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences
of owning and disposing of the securities. The following discussion supersedes the discussion in the accompanying prospectus supplement
to the extent it is inconsistent therewith.
Based on current market conditions, in
the opinion of our special tax counsel, it is reasonable to treat the securities for U.S. federal income tax purposes as prepaid
forward contracts with respect to the Index. Assuming this treatment is respected, upon a sale or exchange of the securities (including
redemption 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. This gain or
loss on your securities should be treated as long-term capital gain or loss if you hold your securities for more than a year, whether
or not you are an initial purchaser of securities at the original issue price. However, the IRS or a court may not respect this
treatment, in which case the timing and character of any income or loss on the securities could be materially and adversely 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; the relevance of factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital
gain as ordinary income and impose a notional interest charge. 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
and adversely 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.
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, 2023 that do not have a “delta
of one” with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each
an “Underlying Security”). Based on our determination that the securities do not have a “delta of one”
within the meaning of the regulations, our special tax counsel is of the opinion that these regulations should not apply to the
securities with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other
transactions with respect to an Underlying Security. You should consult your tax advisor regarding the potential application of
Section 871(m) to the securities.
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Supplemental
Plan of Distribution
The securities and the related offer to
purchase securities and sale of securities under the terms and conditions provided in this pricing supplement and the accompanying
prospectus, prospectus supplement, prospectus addendum and underlying supplement do not constitute a public offering in any non-U.S.
jurisdiction, and are being made available only to individually identified investors pursuant to a private offering as permitted
in the relevant jurisdiction. The securities are not, and will not be, registered with any securities exchange or registry located
outside of the United States and have not been registered with any non-U.S. securities or banking regulatory authority. The contents
of this pricing supplement have not been reviewed or approved by any non-U.S. securities or banking regulatory authority. Any person
who wishes to acquire the securities from outside the United States should seek the advice or legal counsel as to the relevant
requirements to acquire these securities.
Certain Selling Restrictions
Argentina
The securities are not and will not be
marketed in Argentina by means of a public offering, as such term is defined under Section 2 of Law Number 26,831, as amended.
No application has been or will be made with the Argentine Comisión Nacional de Valores, the Argentine securities governmental
authority, to offer the securities in Argentina. The contents of this pricing supplement have not been reviewed by the Argentine
Comisión Nacional de Valores.
Brazil
The securities have not been and will not
be issued nor publicly placed, distributed, offered or negotiated in the Brazilian capital markets and, as a result, have not been
and will not be registered with the Comissão de Valores Mobiliáros (“CVM”). Any public offering
or distribution, as defined under Brazilian laws and regulations, of the securities in Brazil is not legal without prior registration
under Law 6,385/76, and CVM applicable regulation. Documents relating to the offering of the securities, as well as information
contained therein, may not be supplied to the public in Brazil (as the offering of the securities is not a public offering of securities
in Brazil), nor be used in connection with any offer for subscription or sale of the securities to the public in Brazil. Persons
wishing to offer or acquire the securities within Brazil should consult with their own counsel as to the applicability of registration
requirements or any exemption therefrom.
British Virgin Islands
The securities have not been, and will
not be, registered under the laws and regulations of the British Virgin Islands, nor has any regulatory authority in the British
Virgin Islands passed comment upon or approved the accuracy or adequacy of this pricing supplement. This pricing supplement shall
not constitute an offer, invitation or solicitation to any member of the public in the British Virgin Islands for the purposes
of the Securities and Investment Business Act, 2010, of the British Virgin Islands.
Chile
Neither the issuer nor the securities have
been registered with the Comisión Para el Mercado Financiero pursuant to Law No. 18.045, the Ley de Mercado de Valores and
regulations thereunder, so they cannot be publicly offered in Chile. This pricing supplement does not constitute an offer of, or
an invitation to subscribe for or purchase, the securities in the republic of Chile, other than to individually identified buyers
pursuant to a private offering within the meaning of Article 4 of the Ley de Mercado de Valores (an offer that is not addressed
to the public at large or to a certain sector or specific group of the public).
Mexico
The securities have not been registered
with the National Registry of Securities maintained by the Mexican National Banking and Securities Commission and may not be offered
or sold publicly in Mexico. This pricing supplement and the accompanying prospectus, prospectus supplement, prospectus addendum
and underlying supplement may not be publicly distributed in Mexico. The securities may only be offered in a private offering pursuant
to Article 8 of the Securities Market Law.
Panama
The securities have not been and will not
be registered with the Superintendency of Securities Market of the Republic of Panama under Decree Law N°1 of July 8, 1999
(the “Panamanian Securities Act”) and may not be publicly offered or sold within Panama, except in certain limited
transactions exempt from the registration requirements of the Panamanian Securities Act, including the private placement rule based
on number 2 of Article 83 of Law Decree 1 of July 8, 1999 (or number 2 of Article 129 of the Unified Text of Law Decree 1 of July
8, 1999). The securities do not benefit from the tax incentives provided by the Panamanian Securities Act and are not subject to
regulation or supervision by the Superintendency of Securities Market of the Republic of Panama.
Paraguay
The sale of the securities qualifies as
a private placement pursuant to Law No. 5810/17 “Stock Market”. The securities must not be offered or sold to the public
in Paraguay, except under circumstances which do not constitute a public offering in accordance with Paraguayan regulations. The
securities are not and will not be registered before the Paraguayan securities supervisory body Comisión
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 30, 2026
Nacional de Valores (“CNV”)
the Paraguayan private stock exchange Bolsa de Valores y Productos de Asunción (“BVPASA”). The issuer
is also not registered before the CNV or the BVPASA.
In no case may securities not registered
before the CNV be offered to the general public via mass media such as press, radio, television, or internet when such media are
publicly accessible in the Republic of Paraguay, regardless of the location from where they are issued.
The privately placed securities are not
registered with the National Securities Commission, and therefore do not have tax benefits and are not negotiable through the BVPASA.
Privately placed securities may have less liquidity, making it difficult to sell such securities in the secondary market, which
could also affect the sale price. Private securities of issuers not registered before the CNV may not have periodic financial information
or audited financial statements, which could generate greater risk to the investor due to the asymmetry of information. It is the
responsibility of the investor to ascertain and assess the risk assumed in the acquisition of the security.
Peru
The securities have not been and will not
be registered with the Capital Markets Public Registry of the Capital Markets Superintendence (“SMV”) nor the
Lima Stock Exchange Registry (“RBVL”) for their public offering in Peru under the Peruvian Capital Markets Law
(Law No. 861/ Supreme Decree No. 093-2002) and the decrees and regulations thereunder. Consequently, the securities may not be
offered or sold, directly or indirectly, nor may this pricing supplement or any other offering material relating to the securities
be distributed or caused to be distributed in Peru to the general public. The securities may only be offered in a private offering
under Peruvian regulation and without using mass marketing, which is defined as a marketing strategy utilizing mass distribution
and mass media to offer, negotiate or distribute securities to the whole market. Mass media includes newspapers, magazines, radio,
television, mail, meetings, social networks, Internet servers located in Peru, and other media or technology platforms.
Uruguay
The sale of the securities qualifies as
a private placement pursuant to section 2 of Uruguayan law 18,627. The securities must not be offered or sold to the public in
Uruguay, except in circumstances which do not constitute a public S-31 offering or distribution under Uruguayan laws and regulations.
The securities are not and will not be registered with the Financial Services Superintendency of the Central Bank of Uruguay.