Amendment No. 1 dated November 19, 2024 to the PRICING SUPPLEMENT dated October 30, 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

$2,352,000 Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to an Equity Basket due November 4, 2027

n

Linked to an equally weighted equity basket composed of the common stock of Apple Inc. (1/6), the common stock of Amazon.com, Inc. (1/6), the Class A common stock of Alphabet Inc. (1/6), the Class A common stock of Meta Platforms, Inc. (1/6), the common stock of Microsoft Corporation (1/6) and the common stock of NVIDIA Corporation (1/6) (the “Basket”)

n

Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity payment amount that may be greater than, equal to or less than the principal amount of the securities, depending on the performance of the Basket from the starting level to the ending level. The maturity payment amount will reflect the following terms:

n

If the level of the Basket increases, you will receive the principal amount plus a positive return equal to 100% of the percentage increase in the level of the Basket from the starting level to the ending level, subject to a maximum return at maturity of 40.00% of the principal amount. As a result of the maximum return, the maximum maturity payment amount will be $1,400.00 per security.

n	If the level of the Basket remains flat or decreases but the decrease is not more than 20%, you will receive the principal amount.

n	If the level of the Basket decreases by more than 20%, you will receive less than the principal amount and will have 1-to-1 downside exposure to the decrease in the level of the Basket in excess of 20%.

n	Investors may lose up to 80% of the principal amount.

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 PS-6 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 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 PS-4 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 PS-9 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.

We may use this pricing supplement in the initial sale of the securities. In addition, Barclays Capital Inc. or any other of our affiliates may use this pricing supplement 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 pricing supplement is being used in a market resale transaction.

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 PS-6 of this pricing supplement.

	Original Offering Price(1)	Agent Discount(2), (3)	Proceeds to Barclays Bank PLC
Per Security	$1,000.00	$28.10	$971.90
Total	$2,352,000.00	$66,091.20	$2,285,908.80

(1)

Our estimated value of the securities on the pricing date, based on our internal pricing models, is $944.00 per security. The estimated value is less than the original offering price of the securities. See “Additional Information Regarding Our Estimated Value of the Securities” on page PS-5 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 $28.10 per security. Barclays Capital Inc. will sell the securities to WFS at the original offering price of the securities less a concession of $28.10 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 $22.50 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 $3.00 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.

Terms of the Securities

Issuer:

Barclays Bank PLC

Market Measures1:	An equally weighted basket (the “Basket”) consisting of the common stock of Apple Inc. (the “AAPL Stock”), the common stock of Amazon.com, Inc. (the “AMZN Stock”), the Class A common stock of Alphabet Inc. (the “GOOGL Stock”), the Class A common stock of Meta Platforms, Inc. (the “META Stock”), the common stock of Microsoft Corporation (the “MSFT Stock”) and the common stock of NVIDIA Corporation (the “NVDA Stock”) (each referred to as a “Basket Component,” and collectively as the “Basket Components”). We refer to the issuers of the Basket Components as the “Underlying Stock Issuers.”
	Basket Component	Bloomberg Ticker Symbol	Weighting	Starting Component Price(a)
	AAPL Stock	AAPL UW	1/6	$230.10
AMZN Stock	AMZN UW	1/6	$192.73
	GOOGL Stock	GOOGL UW	1/6	$174.46
	META Stock	META UW	1/6	$591.80
	MSFT Stock	MSFT UW	1/6	$432.53
	NVDA Stock	NVDA UW	1/6	$139.335
	(a) With respect to each Basket Component, the stock closing price of that Basket Component on the pricing date

Pricing Date:	October 30, 2024
Issue Date:	November 4, 2024
Calculation Day2:	November 1, 2027
Stated Maturity Date2:	November 4, 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.
Maturity Payment Amount:	On the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The “maturity payment amount” per security will equal: · if the ending level is greater than the starting level: $1,000 plus the lesser of: (i) $1,000 × basket return × upside participation rate; and (ii) the maximum return; · if the ending level is less than or equal to the starting level, but greater than or equal to the threshold level: $1,000; or · if the ending level is less than the threshold level: $1,000 + [$1,000 × (basket return + buffer amount)] If the ending level is less than the threshold level, you will lose up to 80% of the principal amount of your securities at 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.
Maximum Return:	The “maximum return” is 40.00% of the principal amount ($400.00 per security). As a result of the maximum return, the maximum maturity payment amount will be $1,400.00 per security.
Upside Participation Rate:	100%
Threshold Level:	80.00, which is equal to 80% of the starting level
Buffer Amount:	20%
Basket Return:	The “basket return” is the percentage change from the starting level to the ending level, measured as follows: ending level – starting levelstarting level

Starting Level:	100.00
Ending Level:	The “ending level” will be calculated based on the weighted returns of the Basket Components and will be equal to the product of (i) 100 and (ii) an amount equal to 1 plus the sum of: (A) 1/6 times the component return of the AAPL Stock; (B) 1/6 times the component return of the AMZN Stock; (C) 1/6 times the component return of the GOOGL Stock; (D) 1/6 times the component return of the META Stock; (E) 1/6 times the component return of the MSFT Stock; and (F) 1/6 times the component return of the NVDA Stock.
Component Return:	The “component return” with respect to each Basket Component is the percentage change from its starting component price to its ending component price, measured as follows: ending component price – starting component pricestarting component price
Ending Component Price:	The “ending component price” of a Basket Component will be its stock closing price on the calculation day.
Stock Closing Price1:	With respect to each Basket Component, “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 Basket Component is subject to adjustment through the adjustment factor as described in the product supplement.
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
CUSIP / ISIN:	06745Y5L2 / US06745Y5L21
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 $28.10 per security. Barclays Capital Inc. will sell the securities to WFS at the original offering price of the securities less a concession of $28.10 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 $22.50 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 $3.00 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 a Basket Component, the calculation agent may adjust the adjustment factor of that Basket Component if the calculation agent determines that the event has a diluting or concentrative effect on the theoretical value of the shares of that Basket Component. Upon the occurrence of certain reorganization events with respect to a Basket Component, the calculation agent will make adjustments to reflect the amount and type of property deliverable for one share of that Basket Component as a result of that reorganization event. A Basket Component 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 the calculation day is not a trading day with respect to any Basket Component, the calculation day for each Basket Component will be postponed to the next succeeding day that is a trading day with respect to each Basket Component. The calculation day will also be postponed for any Basket Component if a market disruption event occurs with respect to that Basket Component on the 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 calculation day is postponed as described under “General Terms of the Securities—Payment Dates” in the accompanying product supplement.

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):

·	Prospectus dated May 23, 2022: http://www.sec.gov/Archives/edgar/data/312070/000119312522157585/d337542df3asr.htm

·	Prospectus Supplement dated June 27, 2022: http://www.sec.gov/Archives/edgar/data/0000312070/000095010322011301/dp169388_424b2-prosupp.htm

·	Product Supplement No. WF-1 dated October 17, 2022: https://www.sec.gov/Archives/edgar/data/312070/000095010322017881/dp182509_424b2-wf1.htm

Our SEC file number is 1-10257. As used in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC.

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 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 PS-9 of this pricing supplement.

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.

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 periodic interest or coupon payments or other sources of current income.

§	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 principal amount of your securities at maturity.

§	You are willing and able to accept that any potential return on the securities is limited to the maximum return.

§	You are willing and able to accept the risks associated with an investment linked to the performance of the Basket, 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 Basket Components, nor will you have any voting rights with respect to the Basket Components.

§	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.

§	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 periodic interest or coupon payments or other sources of current income.

§	You seek an investment that provides for the full repayment of principal at maturity.

§	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 principal amount of your securities at maturity.

§	You seek an investment with uncapped exposure to any positive performance of the Basket.

§	You are unwilling or unable to accept the risks associated with an investment linked to the performance of the Basket, 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 Basket Components.

§	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.

§	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 PS-9 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 Basket and the Basket Components, please see the sections titled “The Common Stock of Apple Inc.,” “The Common Stock of Amazon.com, Inc.,” “The Class A Common Stock of Alphabet Inc.,” “The Class A Common Stock of Meta Platforms, Inc.,” “The Common Stock of Microsoft Corporation” and “The Common Stock of NVIDIA Corporation” below.

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:

Selected Risk Considerations

An investment in the securities involves significant risks. Investing in the securities is not equivalent to investing directly in the Basket 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 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 Ending Level Is Less Than The Threshold Level, You Will Lose Up To 80% Of The Principal Amount Of Your Securities At Maturity — If the ending level is less than the threshold level, the maturity payment amount will be less than the principal amount and you will have full downside exposure to the decrease in the value of the Basket in excess of the buffer amount, resulting in a loss of 1% of the principal amount for every 1% decline in the Basket in excess of the buffer amount. The threshold level is 80% of the starting level. As a result, you may lose up to 80% of the principal amount at maturity, even if the level of the Basket is greater than or equal to the starting level or the threshold level at certain times during the term of the securities.

·

Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Basket Components — The opportunity to participate in the possible increases in the level of the Basket 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 Basket, which may be significant. Therefore, your return on the securities may be lower than the return on a direct investment in the Basket Components. Furthermore, the effect of the upside participation rate will be progressively reduced for all ending levels exceeding the ending level at which the maximum return is reached.

·

Correlation (Or Lack Of Correlation) Of Performances Among The Basket Components May Adversely Affect Your Return On The Securities, And Changes In The Prices Of The Basket Components May Offset Each Other — “Correlation” is a measure of the degree to which the returns of a pair of assets are similar to each other over a given period in terms of timing and direction. Movements in the prices of the Basket Components may not correlate with each other. At a time when the price of one Basket Component increases, the price of another Basket Component may not increase as much, or may even decline. Therefore, in calculating the Basket Components’ performance on the calculation day, an increase in the price of a Basket Component may be moderated, or wholly offset, by a lesser increase or by a decline in the price of another Basket Component. In addition, however, high correlation of movements in the prices of the Basket Components could adversely affect your return on the securities during periods of negative performance of the Basket Components. Changes in the correlation of the Basket Components may adversely affect the market value of the securities.

·	No Periodic Interest Will Be Paid On The Securities — No periodic payments of interest will be made on the securities.

·

Any Payment On The Securities Will Be Determined Based On The Stock Closing Prices Of The Basket Components On The Dates Specified — Any payment on the securities will be determined based on the stock closing prices of the Basket Components on the dates specified. You will not benefit from any more favorable prices of the Basket Components determined at any other time.

·

Owning The Securities Is Not The Same As Owning Any Or All Of The Basket Components — The return on your securities may not reflect the return you would realize if you actually owned any or all of the Basket Components. 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 Basket Component 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 level of the Basket will rise or fall. There can be no assurance that the ending level will not be less than the threshold level. The level of the Basket will be influenced by complex and interrelated political, economic, financial and other factors that affect the Basket Components. You should be willing to accept the downside risks associated with equities in general and each Basket Component in particular, and the risk of losing up to 80% of the principal amount.

·

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.

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 Basket Components

·

There Are Risks Associated With Single Equities — The price of each Basket Component can rise or fall sharply due to factors specific to that Basket Component 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 Basket Component.

·

We Cannot Control Actions By An Underlying Stock Issuer — Actions by the issuer of a Basket Component (an “Underlying Stock Issuer”) may have an adverse effect on the price of such Basket Component, the ending component price of such Basket Component, 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 Basket Component. The material provided in this pricing supplement concerning an Underlying Stock Issuer is derived from publicly available documents without independent verification. Neither we nor the 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 the 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 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 a Basket Component for certain events affecting such Basket Component, 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 a Basket Component. For example, the calculation agent is not required to make any adjustments to the adjustment factor of a Basket Component if the applicable Underlying Stock Issuer or anyone else makes a partial tender or partial exchange offer for such Basket Component. 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 a Basket Component.

·

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 a Basket Component, 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 Basket Component for all purposes of the securities. Following certain other corporate events relating to a Basket Component in which holders of such Basket Component 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 Basket Component 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.

·

The Historical Performance Of The Basket Components Is Not An Indication Of Their Future Performance — The historical performance of the Basket Components should not be taken as an indication of the future performance of the Basket Components. It is impossible to predict whether the closing prices of the Basket Components 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 Basket Components 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 Basket Component 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 Basket 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 prices of the Basket Components 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 Basket Component if a calculation day is postponed with respect to such Basket Component to the last day to which it may be postponed and a market disruption event occurs with respect to such Basket Component on that day; determining the stock closing price of a Basket Component if it is not otherwise available on any date of determination; adjusting the adjustment factor for a Basket Component in certain circumstances; and if a replacement stock event occurs with respect to a Basket Component, selecting a replacement stock to be substituted for such Basket Component 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 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 Basket Components 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 Basket Components;

·	the correlation (or lack of correlation) among the Basket Components;

·	the time to maturity of the securities;

·	the market prices of, and dividend rates on, the Basket Components;

·	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 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.	

·

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.

·

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.

·

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.

Hypothetical Examples and Returns

The payout profile, return table and examples below illustrate the maturity payment amount for a $1,000 principal amount security on a hypothetical offering of securities under various scenarios, with the assumptions set forth in the table below. Terms used for purposes of these hypothetical examples do not represent the actual starting component price of any Basket Component or the actual ending level applicable to the securities. The actual maturity payment amount and resulting pre-tax total rate of return will depend on the actual terms of the securities and the actual ending level. You should not take these examples as an indication or assurance of the expected performance of the securities. These examples are for purposes of illustration only. 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.

Upside Participation Rate:	100%
Maximum Return:	40.00% of the principal amount or $400.00 per security
Starting Level:	100.00
Threshold Level:	80.00 (80% of the starting level)
Hypothetical Starting Component Price:	For each Basket Component, $100.00
Buffer Amount:	20%

The hypothetical starting component price of $100.00 for each Basket Component has been chosen for illustrative purposes only and does not represent the actual starting component price for any Basket Component. The actual starting component price for each Basket Component is set forth under “Terms of the Securities” above. The actual ending level will be based upon the stock closing prices of the Basket Components on the calculation day. For historical closing prices of the Basket Components and historical performance of the Basket, see the historical information set forth under the sections titled “The Basket,” “The Common Stock of Apple Inc.,” “The Common Stock of Amazon.com, Inc.,” “The Class A Common Stock of Alphabet Inc.,” “The Class A Common Stock of Meta Platforms, Inc.,” “The Common Stock of Microsoft Corporation” and “The Common Stock of NVIDIA Corporation” below. We cannot predict the level of the Basket or the stock closing price of any Basket Component on any day during the term of the securities, including on the calculation day.

Hypothetical Payout Profile

Hypothetical Returns

Hypothetical ending level	Hypothetical basket return	Hypothetical maturity payment amount per security	Hypothetical pre-tax total rate of return
175.00	75.00%	$1,400.00	40.00%
150.00	50.00%	$1,400.00	40.00%
140.00	40.00%	$1,400.00	40.00%
130.00	30.00%	$1,300.00	30.00%
120.00	20.00%	$1,200.00	20.00%
110.00	10.00%	$1,100.00	10.00%
105.00	5.00%	$1,050.00	5.00%
100.00	0.00%	$1,000.00	0.00%
95.00	-5.00%	$1,000.00	0.00%
90.00	-10.00%	$1,000.00	0.00%
80.00	-20.00%	$1,000.00	0.00%
79.00	-21.00%	$990.00	-1.00%
75.00	-25.00%	$950.00	-5.00%
50.00	-50.00%	$700.00	-30.00%
25.00	-75.00%	$450.00	-55.00%
0.00	-100.00%	$200.00	-80.00%

Hypothetical Examples

Example 1. Maturity payment amount is greater than the principal amount and reflects a return that is less than the maximum return:

	AAPL Stock	AMZN Stock	GOOGL Stock	META Stock	MSFT Stock	NVDA Stock
Hypothetical starting component price:	$100.00	$100.00	$100.00	$100.00	$100.00	$100.00
Hypothetical ending component price:	$107.00	$113.00	$120.00	$100.00	$115.00	$105.00
Hypothetical component return:	7.00%	13.00%	20.00%	0.00%	15.00%	5.00%

Based on the component returns set forth above, the hypothetical ending level would equal:

100 × [1 + (1/6 × 7.00%) + (1/6 × 13.00%) + (1/6 × 20.00%) + (1/6 × 0.00%) + (1/6 × 15.00%) + (1/6 × 5.00%)] = 110.00

Therefore, the hypothetical ending level is 110.00, resulting in a basket return of 10.00%.

Because the hypothetical ending level is greater than the starting level, the maturity payment amount per security would be equal to the principal amount of $1,000 plus a positive return equal to the lesser of:

(i) $1,000 × basket return × upside participation rate

= $1,000 × 10.00% × 100%

= $100.00; and

(ii) the maximum return of $400.00

On the stated maturity date, you would receive $1,100.00 per security.

Example 2. Maturity payment amount is greater than the principal amount and reflects a return equal to the maximum return:

	AAPL Stock	AMZN Stock	GOOGL Stock	META Stock	MSFT Stock	NVDA Stock
Hypothetical starting component price:	$100.00	$100.00	$100.00	$100.00	$100.00	$100.00
Hypothetical ending component price:	$180.00	$140.00	$150.00	$170.00	$145.00	$175.00
Hypothetical component return:	80.00%	40.00%	50.00%	70.00%	45.00%	75.00%

Based on the component returns set forth above, the hypothetical ending level would equal:

100 × [1 + (1/6 × 80.00%) + (1/6 × 40.00%) + (1/6 × 50.00%) + (1/6 × 70.00%) + (1/6 × 45.00%) + (1/6 × 75.00%)] = 160.00

Therefore, the hypothetical ending level is 160.00, resulting in a basket return of 60.00%.

Because the hypothetical ending level is greater than the starting level, the maturity payment amount per security would be equal to the principal amount of $1,000 plus a positive return equal to the lesser of:

(i) $1,000 × basket return × upside participation rate

= $1,000 × 60.00% × 100%

= $600.00; and

(ii) the maximum return of $400.00

On the stated maturity date, you would receive $1,400.00 per security, which is the maximum maturity payment amount.

Example 3. Maturity payment amount is equal to the principal amount:

	AAPL Stock	AMZN Stock	GOOGL Stock	META Stock	MSFT Stock	NVDA Stock
Hypothetical starting component price:	$100.00	$100.00	$100.00	$100.00	$100.00	$100.00
Hypothetical ending component price:	$102.50	$102.50	$102.00	$103.00	$110.00	$50.00
Hypothetical component return:	2.50%	2.50%	2.00%	3.00%	10.00%	-50.00%

Based on the component returns set forth above, the hypothetical ending level would equal:

100 × [1 + (1/6 × 2.50%) + (1/6 × 2.50%) + (1/6 × 2.00%) + (1/6 × 3.00%) + (1/6 × 10.00%) + (1/6 × -50.00%)] = 95.00

Therefore, the hypothetical ending level is 95.00, resulting in a basket return of -5.00%.

Because the hypothetical ending level is less than the starting level, but not by more than 20%, you would not lose any of the principal amount of your securities. In this example, the significant decrease in two of the Basket Components has a significant impact on the ending level notwithstanding the percentage increase in the other Basket Components.

On the stated maturity date, you would receive $1,000.00 per security.

Example 4. Maturity payment amount is less than the principal amount:

	AAPL Stock	AMZN Stock	GOOGL Stock	META Stock	MSFT Stock	NVDA Stock
Hypothetical starting component price:	$100.00	$100.00	$100.00	$100.00	$100.00	$100.00
Hypothetical ending component price:	$30.00	$70.00	$40.00	$60.00	$45.00	$55.00
Hypothetical component return:	-70.00%	-30.00%	-60.00%	-40.00%	-55.00%	-45.00%

Based on the component returns set forth above, the hypothetical ending level would equal:

100 × [1 + (1/6 × -70.00%) + (1/6 × -30.00%) + (1/6 × -60.00%) + (1/6 × -40.00%) + (1/6 × -55.00%) + (1/6 × -45.00%)] = 50.00

Therefore, the hypothetical ending level is 50.00, resulting in a basket return of -50.00%.

Because the hypothetical ending level is less than the starting level by more than 20%, you would lose a portion of the principal amount of your securities and receive the maturity payment amount equal to:

$1,000 + [$1,000 × (basket return + buffer amount)]

= $1,000 + [$1,000 × (-50.00% + 20%)]

= $700.00

On the stated maturity date, you would receive $700.00 per security.

The Basket

The securities are linked to an equally weighted basket consisting of the AAPL Stock, the AMZN Stock, the GOOGL Stock, the META Stock, the MSFT Stock and the NVDA Stock. While historical information on the Basket does not exist for dates prior to the pricing date, the following graph sets forth the performance of the Basket from January 1, 2019 through October 30, 2024, assuming that, on January 1, 2019, the Basket was constructed with the specified weights for the Basket Components, the starting component prices were determined and the starting level was set equal to 100.

Historical Information

We obtained the closing prices of each Basket Component used to calculate the graph below from Bloomberg Professional^® service (“Bloomberg”) without independent verification. The historical performance of the Basket should not be taken as an indication of the future performance of the Basket. Future performance of the Basket may differ significantly from historical performance, and no assurance can be given as to the level of the Basket during the term of the securities, including on the calculation day. We cannot give you assurance that the performance of the Basket will not result in a loss on your initial investment.

The performance of the Basket will reflect the performance of the Basket Components. See “Risk Factors—Correlation (Or Lack Of Correlation) Of Performances Among The Basket Components May Adversely Affect Your Return On The Securities, And Changes In The Prices Of The Basket Components May Offset Each Other” above.

* The dotted line indicates a hypothetical threshold level of 80% of the hypothetical level of the Basket on October 30, 2024.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

Information about the Basket Components

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 Basket Component can be located by reference to its SEC file number provided below.

Included below is a brief description of the issuer of each Basket Component. 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.

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 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 the 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 October 30, 2024. The closing price on October 30, 2024 was $230.10. 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.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

The Common Stock of Amazon.com, Inc.

According to publicly available information, Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices; develops and produces media content; offers programs that enable sellers to sell their products in its stores and to fulfill orders through Amazon.com, Inc.; offers developers and enterprises a set of technology services, including compute, storage, database, analytics and machine learning, and other services; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill and app developers and others to publish and sell content; and provides advertising services to sellers, vendors, publishers, authors and others. Information filed by Amazon.com, Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 000-22513. The AMZN Stock is listed on The Nasdaq Stock Market under the ticker symbol “AMZN.”

Historical Information

We obtained the closing prices of the AMZN Stock displayed in the graph below from Bloomberg without independent verification. The historical performance of the AMZN Stock should not be taken as an indication of the future performance of the AMZN Stock. Future performance of the AMZN Stock may differ significantly from historical performance, and no assurance can be given as to the closing prices of the AMZN Stock during the term of the securities, including on the calculation day. We cannot give you assurance that the performance of the AMZN Stock will not result in a loss on your initial investment.

The following graph sets forth daily closing prices of the AMZN Stock for the period from January 1, 2019 to October 30, 2024. The closing price on October 30, 2024 was $192.73. 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.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

The Class A Common Stock of Alphabet Inc.

According to publicly available information, Alphabet Inc. is a collection of businesses, the largest of which is Google Inc., which (i) offers products and platforms through which it generates revenues primarily by delivering both performance advertising and brand advertising and (ii) provides cloud services to businesses. Information filed by Alphabet Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-37580. The GOOGL Stock is listed on The Nasdaq Stock Market under the ticker symbol “GOOGL.”

Historical Information

We obtained the closing prices of the GOOGL Stock displayed in the graph below from Bloomberg without independent verification. The historical performance of the GOOGL Stock should not be taken as an indication of the future performance of the GOOGL Stock. Future performance of the GOOGL Stock may differ significantly from historical performance, and no assurance can be given as to the closing prices of the GOOGL Stock during the term of the securities, including on the calculation day. We cannot give you assurance that the performance of the GOOGL Stock will not result in a loss on your initial investment.

The following graph sets forth daily closing prices of the GOOGL Stock for the period from January 1, 2019 to October 30, 2024. The closing price on October 30, 2024 was $174.46. 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.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

The Class A Common Stock of Meta Platforms, Inc.

According to publicly available information, Meta Platforms, Inc. (formerly known as Facebook, Inc.) builds products that enable people to connect and share through mobile devices, personal computers, virtual reality headsets and in-home devices. Information filed by Meta Platforms, Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number : 001-35551. The META Stock is listed on The Nasdaq Stock Market under the ticker symbol “META.”

Historical Information

We obtained the closing prices of the META Stock displayed in the graph below from Bloomberg without independent verification. The historical performance of the META Stock should not be taken as an indication of the future performance of the META Stock. Future performance of the META Stock may differ significantly from historical performance, and no assurance can be given as to the closing prices of the META Stock during the term of the securities, including on the calculation day. We cannot give you assurance that the performance of the META Stock will not result in a loss on your initial investment.

The following graph sets forth daily closing prices of the META Stock for the period from January 1, 2019 to October 30, 2024. The closing price on October 30, 2024 was $591.80. 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.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

The Common Stock of Microsoft Corporation

According to publicly available information, Microsoft Corporation is a technology company that develops and supports software, services, devices and solutions. Information filed by Microsoft Corporation with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-37845. The MSFT Stock is listed on The Nasdaq Stock Market under the ticker symbol “MSFT.”

Historical Information

We obtained the closing prices of the MSFT Stock displayed in the graph below from Bloomberg without independent verification. The historical performance of the MSFT Stock should not be taken as an indication of the future performance of the MSFT Stock. Future performance of the MSFT Stock may differ significantly from historical performance, and no assurance can be given as to the closing prices of the MSFT Stock during the term of the securities, including on the calculation day. We cannot give you assurance that the performance of the MSFT Stock will not result in a loss on your initial investment.

The following graph sets forth daily closing prices of the MSFT Stock for the period from January 1, 2019 to October 30, 2024. The closing price on October 30, 2024 was $432.53. 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.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

The Common Stock of NVIDIA Corporation

According to publicly available information, NVIDIA Corporation is a full-stack computing infrastructure company with data-center-scale offerings whose full-stack includes the CUDA programming model that runs on all of its graphics processing units (GPUs), as well as domain-specific software libraries, software development kits and Application Programming Interfaces and whose data-center-scale offerings include compute and networking solutions that can scale to tens of thousands of GPU-accelerated servers interconnected to function as a single giant computer. Information filed by NVIDIA Corporation with the SEC under the Exchange Act can be located by reference to its SEC file number: 000-23985. The NVDA Stock is listed on The Nasdaq Stock Market under the ticker symbol “NVDA.”

Historical Information

We obtained the closing prices of the NVDA Stock displayed in the graph below from Bloomberg without independent verification. The historical performance of the NVDA Stock should not be taken as an indication of the future performance of the NVDA Stock. Future performance of the NVDA Stock may differ significantly from historical performance, and no assurance can be given as to the closing prices of the NVDA Stock during the term of the securities, including on the calculation day. We cannot give you assurance that the performance of the NVDA Stock will not result in a loss on your initial investment.

The following graph sets forth daily closing prices of the NVDA Stock for the period from January 1, 2019 to October 30, 2024. The closing price on October 30, 2024 was $139.335. 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.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

Tax Considerations

You should review carefully the sections in the accompanying prospectus supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts” 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. We intend to take the position that the amendment to the terms of the Notes effected by this pricing supplement does not result in a deemed termination and reissuance of the Notes for U.S. federal income tax purposes, and the discussion herein assumes that this position is respected. However, the IRS may disagree with this position. You should consult your tax advisor regarding the potential U.S. federal income tax consequences of the amendment.

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 Basket. Assuming this treatment is respected, if you are a U.S. holder, 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 the securities at the original issue price. The deductibility of capital losses is subject to limitations. 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, 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. 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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