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Barclays Bank PLC
Market Linked Notes |
Filed Pursuant to Rule 433
Registration Statement No. 333-287303
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Market Linked Notes—Auto-Callable with Contingent
Coupon with Memory Feature and Principal Return at Maturity
Notes Linked to the Lowest Performing of the Class A Common
Stock of Affirm Holdings, Inc., the Common Stock of Astera Labs, Inc., the Class A Common Stock of Robinhood Markets, Inc., the Common
Stock of Super Micro Computer, Inc. and the Common Stock of Tesla, Inc. due January 3, 2031
Term Sheet dated December 19, 2025 to Preliminary Pricing
Supplement dated December 19, 2025 (the “PPS”) |
Summary of Terms
| Issuer |
Barclays Bank PLC |
| Market Measures |
Class A common stock of Affirm Holdings, Inc. (the “AFRM Stock”), common stock of Astera Labs, Inc. (the “ALAB Stock”), Class A common stock of Robinhood Markets, Inc. (the “HOOD Stock”), common stock of Super Micro Computer, Inc. (the “SMCI Stock”) and common stock of Tesla, Inc. (the “TSLA Stock”) (each, an “Underlying Stock”) |
| Pricing Date |
December 30, 2025 |
| Issue Date |
January 5, 2026 |
| Final Calculation Day |
December 30, 2030 |
| Stated Maturity Date |
January 3, 2031 |
| Principal Amount |
$1,000 per security |
| Contingent Coupon Payments |
On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if the stock closing price of the lowest performing Underlying Stock on the related calculation day is greater than or equal to its coupon threshold price, as well as the amounts of all contingent coupon payments, if any, that would have been paid on a previous contingent coupon payment date had the stock closing price of the lowest performing Underlying Stock on the related calculation day been greater than or equal to its coupon threshold price and that have not been previously paid (without interest on amounts previously unpaid) (“unpaid contingent coupon payments”). Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000 × contingent coupon rate)/4. |
| Contingent Coupon Payment Dates |
Quarterly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date |
| Contingent Coupon Rate |
At least 10.25% per annum, to be determined on the pricing date |
| Automatic Call |
If the stock closing price of the lowest performing Underlying Stock on any of the calculation days scheduled to occur from December 2026 to September 2030, inclusive, is greater than or equal to its starting price, the notes will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the principal amount plus the contingent coupon payment and any unpaid contingent coupon payments otherwise due. The notes will not be subject to automatic call until the fourth calculation day, which is approximately twelve months after the issue date. |
| Calculation Days |
Quarterly, on the 30th day of each March, June, September and December, commencing March 2026 and ending December 2030, provided that the December 2030 calculation day will be the final calculation day |
| Call Settlement Date |
The contingent coupon payment date immediately following the applicable calculation day |
Summary of Terms (continued)
| Maturity Payment Amount (per security) |
The maturity payment amount will equal $1,000 (in addition to any contingent coupon payment and any unpaid contingent coupon payments otherwise due) |
| Lowest Performing Underlying Stock |
For any calculation day, the Underlying Stock with the lowest performance factor on that calculation day |
| Performance Factor |
With respect to an Underlying Stock on any calculation day, its stock closing price on such calculation day divided by its starting price |
| Starting Price |
For each Underlying Stock, its stock closing price on the pricing date |
| Coupon Threshold Price |
For each Underlying Stock, 80% of its starting price |
| Calculation Agent |
Barclays Bank PLC |
| Denominations |
$1,000 and any integral multiple of $1,000 |
| CUSIP/ISIN |
06749F2V0 / US06749F2V07 |
| Agent Discount |
Up to 3.325%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 2.00% and WFA may receive a distribution expense fee of 0.075%. Selected dealers may receive a fee of up to 0.30% for marketing and other services. |
Any return on the notes will be limited to the sum of your contingent
coupon payments, if any, even if the stock closing price of the lowest performing Underlying Stock on any calculation day significantly
exceeds its starting price. You will not participate in any appreciation of any Underlying Stock.
Any payment on the notes, including any repayment of principal, is
subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party.
Notwithstanding and to the exclusion of any other term of the notes
or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the notes (or
the trustee on behalf of the holders of the notes), by acquiring the notes, each holder or beneficial owner of the notes acknowledges,
accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See
“Consent to U.K. Bail-in Power” in the PPS.
The issuer’s estimated value of the notes on the pricing date,
based on its internal pricing models, is expected to be between $880.00 and $947.00 per note. The estimated value is expected to be less
than the original offering price of the notes. See “Additional Information Regarding Our Estimated Value of the Notes” in
the PPS.
Investors should carefully review the accompanying PPS, product supplement,
prospectus supplement and prospectus before making a decision to invest in the notes.
PPS: http://www.sec.gov/Archives/edgar/data/312070/000095010325016380/dp238971_424b2-8188wfpps.htm
The notes have complex features and investing in the notes involves
risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” in this term sheet
and the accompanying PPS and “Risk Factors” in the accompanying product supplement and prospectus supplement.
This term sheet does not provide all of the information
that an investor should consider prior to making an investment decision.
The notes constitute our unsecured and unsubordinated obligations.
The notes are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured
by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of the United States, the
United Kingdom or any other jurisdiction.
Selected Risk Considerations
An investment in the notes involves significant risks. Investing in
the notes is not equivalent to investing directly in any of the Underlying Stocks. You should carefully review the risk disclosures set
forth under the “Risk Factors” sections of the prospectus supplement and product supplement and the “Selected Risk Considerations”
section in the accompanying PPS. The risks set forth below are discussed in detail in the “Selected Risk Considerations” section
in the accompanying PPS.
| · | Any Return On The Notes Will Be Limited To The Sum Of The Contingent Coupon Payments, If Any. |
| · | The Notes Do Not Provide For Fixed Payments Of Interest And You May Receive No Contingent Coupon Payments On One Or More Contingent
Coupon Payment Dates, Or Even Throughout The Entire Term Of The Notes. |
| · | Your Potential Return On The Notes Will Be Different Depending On The Sequence Of Stock Closing Prices On The Calculation Days. |
| · | The Notes Are Subject To The Full Risks Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs
Poorly, Even If The Other Underlying Stocks Perform Favorably. |
| · | Your Return On The Notes Will Depend Solely On The Performance Of The Underlying Stock That Is The Lowest Performing Underlying Stock
On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Underlying Stocks. |
| · | Higher Contingent Coupon Rates Are Associated With Greater Risk. |
| · | You Will Be Subject To Reinvestment Risk. |
| · | You Will Be Subject To Risks Resulting From The Relationship Between The Underlying Stocks. |
| · | Any Payment On The Notes Will Be Determined Based On The Stock Closing Prices Of The Underlying Stocks On The Dates Specified. |
| · | Owning The Notes Is Not The Same As Owning Any Or All Of The Underlying Stocks. |
| · | No Assurance That The Investment View Implicit In The Notes Will Be Successful. |
| · | You Will Be Required To Recognize Taxable Income On The Notes Prior To Maturity. |
| · | The Notes Are Subject To The Credit Risk Of Barclays Bank PLC. |
| · | 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. |
| · | There Are Risks Associated With Single Equities. |
| · | The ALAB Stock Has A Limited Trading History |
| · | We Cannot Control Actions By An Underlying Stock Issuer. |
| · | We And Our Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure
Of Information. |
| · | You Have Limited Anti-dilution Protection . |
| · | The Notes May Become Linked To The Common Stock Of A Company Other Than An Original Underlying Stock Issuer. |
| · | The Historical Performance Of The Underlying Stocks Is Not An Indication Of Their Future Performance. |
| · | Potentially Inconsistent Research, Opinions Or Recommendations By Barclays Capital Inc., Wells Fargo Securities, LLC Or Their Respective
Affiliates. |
| · | We, Our Affiliates And Any Other Agent And/Or Participating Dealer May Engage In Various Activities Or Make Determinations That Could
Materially Affect Your Notes In Various Ways And Create Conflicts Of Interest. |
| · | The Notes Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Notes To Develop. |
| · | The Value Of The Notes Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways. |
| · | The Estimated Value Of Your Notes Is Expected To Be Lower Than The Original Offering Price Of Your Notes. |
| · | The Estimated Value Of Your Notes Might Be Lower If Such Estimated Value Were Based On The Levels At Which Our Debt Securities Trade
In The Secondary Market. |
| · | The Estimated Value Of The Notes Is Based On Our Internal Pricing Models, Which May Prove To Be Inaccurate And May Be Different From
The Pricing Models Of Other Financial Institutions. |
| · | The Estimated Value Of Your Notes Is Not A Prediction Of The Prices At Which You May Sell Your Notes In The Secondary Market, If Any,
And Such Secondary Market Prices, If Any, Will Likely Be Lower Than The Original Offering Price Of Your Notes And May Be Lower Than The
Estimated Value Of Your Notes. |
| · | The Temporary Price At Which We May Initially Buy The Notes In The Secondary Market And The Value We May Initially Use For Customer
Account Statements, If We Provide Any Customer Account Statements At All, May Not Be Indicative Of Future Prices Of Your Notes. |
Barclays Bank PLC has filed a registration statement (including a prospectus)
with the SEC for the offering to which this term sheet relates. Before you invest, you should read the prospectus dated May 15, 2025,
the prospectus supplement dated May 15, 2025, the product supplement no. WF-2 dated May 20, 2025, the PPS and other documents Barclays
Bank PLC has filed with the SEC for more complete information about Barclays Bank PLC and this offering. You may get these documents and
other documents Barclays Bank PLC has filed for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Barclays Bank
PLC or any agent or dealer participating in this offering will arrange to send you each of these documents if you request them by calling
your Barclays Bank PLC sales representative, such dealer or toll-free 1-888-227-2275 (Extension 2-3430). A copy of each of these documents
may be obtained from Barclays Capital Inc., 745 Seventh Avenue—Attn: US InvSol Support, New York, NY 10019.
As used in this term sheet, “we,” “us” and
“our” refer to Barclays Bank PLC. Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells
Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.
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