The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus, prospectus supplement, product supplement and underlying supplement do not constitute an offer to sell the securities and we are not soliciting an offer to buy the securities in any state where the offer or sale is not permitted.
Subject to Completion. Dated September 30, 2026
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PRICING SUPPLEMENT dated October , 2026 (To the Prospectus dated May 15, 2025, the Prospectus Supplement dated May 15, 2025, the Product Supplement No. WF-1 dated May 20, 2025, and the Underlying Supplement dated May 15, 2025) |
Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-287303 |
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Barclays Bank PLC Global Medium-Term Notes, Series A |
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Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029 |
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n Linked to the lowest performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF (each referred to as a “Fund”) n Unlike ordinary debt securities, the securities do not guarantee the return of the full principal amount at stated maturity and are subject to potential automatic call prior to stated maturity upon the terms described below. Whether the securities are automatically called prior to stated maturity and, if the securities are not automatically called, whether you are repaid the principal amount of your securities at stated maturity will depend in each case on the fund closing price of the lowest performing Fund on the relevant call date or the final calculation day, as applicable. The lowest performing Fund on any call date or the final calculation day is the Fund that has the lowest performance factor on that day, calculated for each Fund as the fund closing price of that Fund on that call date or the final calculation day, as applicable, divided by its starting price. n Monthly Coupon. The securities will pay a fixed coupon on a monthly basis until the earlier of stated maturity or automatic call. The coupon rate will be determined on the pricing date and will be at least 12.00% per annum. n Automatic Call. If the fund closing price of the lowest performing Fund on any of the monthly call dates beginning approximately six months after issuance is greater than or equal to its starting price, the securities will be automatically called for the principal amount plus the coupon payment otherwise due. The securities will not be subject to automatic call until approximately six months after their issue date. n Potential Loss of Principal. If the securities are not automatically called prior to stated maturity, you will receive the principal amount at stated maturity if the fund closing price of the lowest performing Fund on the final calculation day is greater than or equal to its threshold price. If the fund closing price of the lowest performing Fund on the final calculation day is less than its threshold price, you will receive less than the principal amount of your securities and will have 1-to-1 downside exposure to the decrease in the price of that Fund in excess of 10%. n Investors may lose up to 90% of the principal amount. n The threshold price of each Fund is equal to 90% of its starting price. n You will not participate in any appreciation of any Fund. n Your return on the securities will depend solely on the performance of the Fund that is the lowest performing Fund on each call date and on the final calculation day. You will not benefit in any way from the performance of the better performing Funds. Therefore, you will be adversely affected if any Fund performs poorly, even if the other Funds perform favorably. n Any payment on the securities, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power (as described on page PPS-7 of this pricing supplement) by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the securities. See “Selected Risk Considerations” and “Consent to U.K. Bail-in Power” in this pricing supplement and “Risk Factors” in the accompanying prospectus supplement. n No dividends n No exchange listing; designed to be held to maturity |
See “Additional Information about the Issuer and the Securities” on page PPS-5 of this pricing supplement. The securities will have the terms specified in the prospectus dated May 15, 2025, the prospectus supplement dated May 15, 2025, the product supplement no. WF-1 dated May 20, 2025 and the underlying supplement dated May 15, 2025, as supplemented or superseded by this pricing supplement.
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” on page PPS-11 herein, “Risk Factors” beginning on page PS-3 of the product supplement and “Risk Factors” beginning on page S-9 of the prospectus supplement.
The securities constitute our unsecured and unsubordinated obligations. The securities are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of the United States, the United Kingdom or any other jurisdiction.
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Notwithstanding and to the exclusion of any other term of the securities or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the securities (or the trustee on behalf of the holders of the securities), by acquiring the securities, each holder or beneficial owner of the securities acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See “Consent to U.K. Bail-in Power” on page PPS-7 of this pricing supplement.
| Original Offering Price(1) | Agent Discount(2), (3) | Proceeds to Barclays Bank PLC | |
| Per Security | $1,000.00 | $23.25 | $976.75 |
| Total |
| (1) | Our estimated value of the securities on the pricing date, based on our internal pricing models, is expected to be between $900.00 and $953.20 per security. The estimated value is expected to be less than the original offering price of the securities. See “Additional Information Regarding Our Estimated Value of the Securities” on page PPS-6 of this pricing supplement. |
| (2) | Wells Fargo Securities, LLC (“WFS”) and Barclays Capital Inc. are the agents for the distribution of the securities and are acting as principal. The agent will receive an underwriting discount of up to $23.25 per security. Barclays Capital Inc. will sell the securities to WFS at the original offering price of the securities less a concession not in excess of $23.25 per security. WFS may provide dealers, which may include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a selling concession of $17.50 per security. In addition to the concession allowed to WFA, WFS may pay $0.75 per security of the agent’s discount to WFA as a distribution expense fee for each security sold by WFA. See “Terms of the Securities—Supplemental Plan of Distribution” in this pricing supplement for further information. |
| (3) | In respect of certain securities sold in this offering, Barclays Capital Inc. may pay a fee of up to $2.00 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. |
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Terms of the Securities
| Issuer: | Barclays Bank PLC |
| The VanEck® Gold Miners ETF (the “GDX Fund”), the iShares® Silver Trust (the “SLV Fund”), the iShares® Semiconductor ETF (the “SOXX Fund”) and the State Street® SPDR® S&P® Metals & Mining ETF (the “XME Fund”) (each referred to as a “Fund,” and collectively as the “Funds”) |
| Market Measures1: | Market Measure | Bloomberg Ticker Symbol | Starting Price(a) | Threshold Price(b) |
| GDX Fund | GDX UP<Equity> | $ | $ | |
| SLV Fund | SLV UP<Equity> | $ | $ | |
| SOXX Fund | SOXX UQ<Equity> | $ | $ | |
| XME Fund | XME UP<Equity> | $ | $ | |
(a) With respect to each Fund, the fund closing price of that Fund on the pricing date (b) With respect to each Fund, 90% of its starting price | ||||
| Pricing Date: | October 12, 2026 | |||
| Issue Date: | October 15, 2026 | |||
| Final Calculation Day2: | October 10, 2029 | |||
| Stated Maturity Date2: | October 15, 2029 | |||
| 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. | |||
| Coupon Payment: |
On each coupon payment date, you will receive a fixed coupon payment at a per annum rate equal to the coupon rate. Each “coupon payment” will be calculated per security as follows: ($1,000 × coupon rate) / 12 Any coupon payments will be rounded to the nearest cent, with one-half cent rounded upward. Any return on the securities will be limited to the sum of your coupon payments, even if the fund closing price of the lowest performing Fund on any call date or the final calculation day significantly exceeds its starting price. You will not participate in any appreciation of any Fund. | |||
| Coupon Payment Dates2: | Monthly, on the 15th day of each month, commencing November 2026 and ending September 2029, and on the stated maturity date, provided that if a coupon payment date is not a business day, the coupon payment required to be made on that coupon payment date will be made on the next succeeding business day, and provided further that, if a call date is postponed with respect to one or more Funds, the coupon payment date immediately following that originally scheduled call date will be three business days after the latest call date, as postponed. If a coupon payment date is postponed, the coupon payment will be made on that coupon payment date as postponed with the same force and effect as if it had been made on the originally scheduled coupon payment date, with no additional amount accruing or payable as a result of the postponement. | |||
| Coupon Rate: | The “coupon rate” will be determined on the pricing date and will be at least 12.00% per annum. | |||
| Automatic Call: |
If the fund closing price of the lowest performing Fund on any of the call dates is greater than or equal to its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the principal amount plus the coupon payment otherwise due. The securities will not be subject to automatic call until approximately six months after the issue date. If the securities are automatically called, they will cease to be outstanding on the related call settlement date and you will have no further rights under the securities after that call settlement date. You will not receive any notice from us if the securities are automatically called. | |||
PPS-2
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
| Call Dates2: | Monthly, on the third scheduled business day prior to each coupon payment date scheduled to occur from April 2027 to September 2029 |
| Call Settlement Date: | The coupon payment date immediately following the applicable call date |
| Maturity Payment Amount: |
If the securities are not automatically called prior to the stated maturity date, you will be entitled to receive on the stated maturity date a cash payment per security in U.S. dollars equal to the maturity payment amount (in addition to the coupon payment otherwise due). The “maturity payment amount” per security will equal: · if the ending price of the lowest performing Fund on the final calculation day is greater than or equal to its threshold price: $1,000; or · if the ending price of the lowest performing Fund on the final calculation day is less than its threshold price: $1,000 × (performance factor of the lowest performing Fund on the final calculation day + buffer amount) If the securities are not automatically called prior to stated maturity and the ending price of the lowest performing Fund on the final calculation day is less than its threshold price, you will lose up to 90% of the principal amount of your securities at stated maturity.
Any payment on the securities, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the securities. |
| Lowest Performing Fund: | For any call date or the final calculation day, the “lowest performing Fund” will be the Fund with the lowest performance factor on that day. |
| Buffer Amount: | 10.00% |
| Performance Factor: | With respect to a Fund on any call date or the final calculation day, its fund closing price on that day divided by its starting price. |
| Fund Closing Price1: | With respect to each Fund, “fund closing price” has the meaning set forth under “General Terms of the Securities—Certain Terms for Securities Linked to a Fund—Certain Definitions” in the product supplement. The fund closing price of each Fund is subject to adjustment through the adjustment factor as described in the product supplement. |
| Ending Price1: | The “ending price” of a Fund will be its fund closing price on the final calculation day. |
| Additional Terms: | Terms used in this pricing supplement, but not defined herein, will have the meanings ascribed to them in the product supplement, provided that terms used in this pricing supplement, but not defined herein or in the product supplement, will have the meanings ascribed to them in the prospectus supplement. |
| Calculation Agent: | Barclays Bank PLC |
| Tax Considerations: | For a discussion of the tax considerations relating to ownership and disposition of the securities, see “Tax Considerations.” |
| Denominations: | $1,000 and any integral multiple of $1,000 |
| CUSIP / ISIN: | 06749L4S2 / US06749L4S24 |
PPS-3
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
| Supplemental Plan of Distribution: |
Wells Fargo Securities, LLC (“WFS”) and Barclays Capital Inc. will act as agents for the securities. The agent will receive an underwriting discount of up to $23.25 per security. Barclays Capital Inc. will sell the securities to WFS at the original offering price of the securities less a concession not in excess of $23.25 per security. WFS may provide dealers, which may include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a selling concession of $17.50 per security. In addition to the concession allowed to WFA, WFS may pay $0.75 per security of the agent’s discount to WFA as a distribution expense fee for each security sold by WFA. In addition, in respect of certain securities sold in this offering, Barclays may pay a fee of up to $2.00 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. |
1 If the shares of a Fund are de-listed or if a Fund is liquidated or otherwise terminated, the calculation agent may select a successor fund or, if no successor fund is available, will calculate the value to be used as the fund closing price of that Fund. In addition, in the case of certain events related to a Fund, the calculation agent may adjust any variable, including but not limited to, the starting price, ending price, threshold price and fund closing price of that Fund if the calculation agent determines that the event has a diluting or concentrative effect on the theoretical value of the shares of that Fund. For more information, see “General Terms of the Securities—Certain Terms for Securities Linked to a Fund—Anti-dilution Adjustments Relating to a Fund; Alternate Calculation” in the accompanying product supplement.
2 If a call date or the final calculation day is not a trading day with respect to any Fund, that day for each Fund will be postponed to the next succeeding day that is a trading day with respect to each Fund. A call date or the final calculation day will also be postponed for any Fund if a market disruption event occurs with respect to that Fund on that 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, a coupon payment date or the stated maturity date will be postponed if that day is not a business day or if the immediately preceding call date or the final calculation day, as applicable, is postponed as described under “General Terms of the Securities—Payment Dates” in the accompanying product supplement. For purposes of the accompanying product supplement, each call date is a “calculation day.”
PPS-4
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Additional Information about the Issuer and the Securities
You should read this pricing supplement together with the prospectus dated May 15, 2025, as supplemented by the prospectus supplement dated May 15, 2025 relating to our Global Medium-Term Notes, Series A, of which these securities are a part, the product supplement no. WF-1 dated May 20, 2025 and the underlying supplement dated May 15, 2025. 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, product supplement or underlying 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 15, 2025: http://www.sec.gov/Archives/edgar/data/312070/000119312525120720/d925982d424b2.htm |
| · | Prospectus Supplement dated May 15, 2025: http://www.sec.gov/Archives/edgar/data/312070/000095010325006051/dp228678_424b2-prosupp.htm |
| · | Product Supplement No. WF-1 dated May 20, 2025: http://www.sec.gov/Archives/edgar/data/312070/000095010325006260/dp229046_424b2-wf1.htm |
| · | Underlying Supplement dated May 15, 2025: http://www.sec.gov/Archives/edgar/data/312070/000095010325006053/dp228705_424b2-underl.htm |
Our SEC file number is 1-10257. As used in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC.
PPS-5
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Additional Information Regarding Our Estimated Value of the Securities
The final terms for the securities will be determined on the date the securities are initially priced for sale to the public (the “pricing date”) based on prevailing market conditions on or prior to the pricing date and will be communicated to investors orally and/or in a final pricing supplement.
Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which may or may not materialize, typically including volatility, interest rates and our internal funding rates. Our internal funding rates (which are our internally published borrowing rates based on variables, such as market benchmarks, our appetite for borrowing and our existing obligations coming to maturity) may vary from the levels at which our benchmark debt securities trade in the secondary market. Our estimated value on the pricing date is based on our internal funding rates. Our estimated value of the securities might be lower if such valuation were based on the levels at which our benchmark debt securities trade in the secondary market.
Our estimated value of the securities on the pricing date is expected to be less than the original offering price of the securities. The difference between the original offering price of the securities and our estimated value of the securities is expected to result from several factors, including any sales commissions expected to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the securities, the estimated cost that we may incur in hedging our obligations under the securities, and estimated development and other costs that we may incur in connection with the securities.
Our estimated value on the pricing date is not a prediction of the price at which the securities may trade in the secondary market, nor will it be the price at which Barclays Capital Inc. may buy or sell the securities in the secondary market. Subject to normal market and funding conditions, Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the securities in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the pricing date, the price at which Barclays Capital Inc. may initially buy or sell the securities in the secondary market, if any, and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated value on the pricing date for a temporary period expected to be approximately three months after the initial issue date of the securities because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the securities and other costs in connection with the securities that we will no longer expect to incur over the term of the securities. We made such discretionary election and determined this temporary reimbursement period on the basis of a number of factors, which may include the tenor of the securities and/or any agreement we may have with the distributors of the securities. The amount of our estimated costs that we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the initial issue date of the securities based on changes in market conditions and other factors that cannot be predicted.
We urge you to read the “Selected Risk Considerations” beginning on page PPS-11 of this pricing supplement.
You may revoke your offer to purchase the securities at any time prior to the pricing date. We reserve the right to change the terms of, or reject any offer to purchase, the securities prior to their pricing date. In the event of any changes to the terms of the securities, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.
PPS-6
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
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 or 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, or interest on, or any other amounts payable on, the securities; (ii) the conversion of all, or a portion, of the principal amount of, or 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 of 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 the 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.
PPS-7
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
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 anticipate that the ending price of the lowest performing Fund on the final calculation day will be less than its threshold price, and you are willing and able to accept the risk that, if it is, you will lose up to 90% of the principal amount of your securities at stated maturity. |
| · | You are willing and able to accept the individual market risk of each Fund and you understand that poor performance by any Fund over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive performance by the other Funds. |
| · | You are willing and able to forgo participation in any appreciation of any Fund, and you understand that any return on your investment will be limited to the coupon payments payable on the securities. |
| · | You are willing and able to accept the risks associated with an investment linked to the performance of the lowest performing Fund, 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 Funds or the securities held by the GDX Fund, the SOXX Fund or the XME Fund, nor will you have any voting or other rights with respect to the Funds or the securities or commodity held by the Funds. |
| · | You are willing and able to accept the risk that the securities may be automatically called prior to stated maturity and that you may not be able to reinvest your money in an alternative investment with comparable risk and yield. |
| · | You do not seek an investment for which there will be an active secondary market and you are willing and able to hold the securities to stated maturity if the securities are not automatically called. |
| · | You are willing and able to assume our credit risk for all payments on the securities. |
| · | You are willing and able to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority. |
The securities may not be an appropriate investment for you if any of the following statements are true:
| · | You seek an investment that provides for the full repayment of principal at stated maturity. |
| · | You anticipate that the ending price of the lowest performing Fund on the final calculation day will be less than its threshold price, or you are unwilling or unable to accept the risk that, if it is, you will lose up to 90% of the principal amount of your securities at stated maturity. |
| · | You are unwilling or unable to accept the individual market risk of each Fund or the risk that poor performance by any Fund over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive performance by the other Funds. |
| · | You seek exposure to any upside performance of the Funds or you seek an investment with a return that is not limited to the coupon payments payable on the securities. |
| · | You are unwilling or unable to accept the risks associated with an investment linked to the performance of the lowest performing Fund, 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 or other rights with respect to, the Funds or the securities or commodity held by the Funds. |
| · | You are unwilling or unable to accept the risk that the securities may be automatically called prior to stated maturity and that you may not be able to reinvest your money in an alternative investment with comparable risk and yield. |
| · | You seek an investment for which there will be an active secondary market and/or you are unwilling or unable to hold the securities to stated maturity if they are not automatically called. |
| · | You are unwilling or unable to assume our credit risk for all payments on the securities. |
| · | You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority. |
The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the “Selected Risk Considerations” beginning on page PPS-11 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 Funds, please see the sections titled “The VanEck® Gold Miners ETF,” “The iShares® Silver Trust,” “The iShares® Semiconductor ETF” and “The State Street® SPDR® S&P® Metals & Mining ETF” below.
PPS-8
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Determining Payment at Maturity
On the stated maturity date, if the securities have not been automatically called prior to the stated maturity date, you will receive (in addition to the coupon payment otherwise due) a cash payment per security (the maturity payment amount) calculated as described below.
Step 1: Determine which Fund is the lowest performing Fund on the final calculation day. The lowest performing Fund on the final calculation day is the Fund that has the lowest performance factor on the final calculation day, calculated for each Fund as its ending price divided by its starting price.
Step 2: Calculate the maturity payment amount based on the ending price of the lowest performing Fund on the final calculation day, as follows:
PPS-9
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Hypothetical Payout Profile
The following profile illustrates the potential maturity payment amount on the securities (excluding the coupon payment otherwise due) for a range of hypothetical performances of the lowest performing Fund on the final calculation day from its starting price to its ending price, assuming the securities have not been automatically called prior to the stated maturity date. As this profile illustrates, in no event will you have a positive rate of return based solely on the maturity payment amount received at maturity; any positive return will be based solely on the coupon payments received during the term of the securities. This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual ending price of the lowest performing Fund on the final calculation day and whether you hold your securities to stated maturity. The performance of the better performing Funds is not relevant to your return on the securities.

PPS-10
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Selected Risk Considerations
An investment in the securities involves significant risks. Investing in the securities is not equivalent to investing directly in any or all of the Funds, the securities or Underlying Commodity (as defined below) held by the Funds or composing the Underlying Indices (as defined below). Some of the risks that apply to an investment in the securities are summarized below, but we urge you to read the more detailed explanation of risks relating to the securities generally in the “Risk Factors” sections of the product supplement and prospectus supplement. You should not purchase the securities unless you understand and can bear the risks of investing in the securities.
Risks Relating to the Securities Generally
| · | If The Securities Are Not Automatically Called Prior To Stated Maturity, You May Lose Up To 90% Of The Principal Amount Of Your Securities At Stated Maturity — We will not repay you a fixed amount on your securities at stated maturity. If the securities are not automatically called prior to stated maturity, you will receive a maturity payment amount that will be equal to or less than the principal amount, depending on the ending price of the lowest performing Fund on the final calculation day. |
If the ending price of the lowest performing Fund on the final calculation day is less than its threshold price, the maturity payment amount will be less than the principal amount and you will have full downside exposure to the decrease in the price of the lowest performing Fund in excess of the buffer amount, resulting in a loss of 1% of the principal amount for every 1% decline in the lowest performing Fund in excess of the buffer amount. The threshold price for each Fund is 90% of its starting price. As a result, you may lose up to 90% of the principal amount of your securities at stated maturity, even if the price of the lowest performing Fund on the final calculation day is greater than or equal to its starting price or its threshold price at certain times during the term of the securities.
Even if the ending price of the lowest performing Fund on the final calculation day is greater than its threshold price, the maturity payment amount will not exceed the principal amount, and your yield on the securities, taking into account the coupon payments you have received during the term of the securities, may be less than the yield you would earn if you bought a traditional interest-bearing debt security of Barclays Bank PLC or another issuer with a similar credit rating.
| · | The Securities Are Subject To The Full Risks Of Each Fund And Will Be Negatively Affected If Any Fund Performs Poorly, Even If The Other Funds Perform Favorably — You are subject to the full risks of each Fund. If any Fund performs poorly, you will be negatively affected, even if the other Funds perform favorably. The securities are not linked to a basket composed of the Funds, where the better performance of some Funds could offset the poor performance of others. Instead, you are subject to the full risks of whichever Fund is the lowest performing Fund on each call date and the final calculation day. As a result, the securities are riskier than an alternative investment linked to only one of the Funds or linked to a basket composed of each Fund. You should not invest in the securities unless you understand and are willing to accept the full downside risks of each Fund. |
| · | You May Be Fully Exposed To The Decline In The Lowest Performing Fund On The Final Calculation Day From Its Starting Price In Excess Of The Buffer Amount, But Will Not Participate In Any Positive Performance Of Any Fund — Even though you will be fully exposed to a decline in the price of the lowest performing Fund on the final calculation day in excess of the buffer amount if its ending price is below its threshold price, you will not participate in any increase in the price of any Fund over the term of the securities. Your maximum possible return on the securities will be limited to the sum of the coupon payments you receive. Consequently, your return on the securities may be significantly less than the return you could achieve on an alternative investment that provides for participation in an increase in the price of any or each Fund. |
| · | Your Return On The Securities Will Depend Solely On The Performance Of The Fund That Is The Lowest Performing Fund On Each Call Date And The Final Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Funds — Your return on the securities will depend solely on the performance of the Fund that is the lowest performing Fund on each call date and the final calculation day. Although it is necessary for each Fund to close at or above its threshold price on the final calculation day in order for you to be repaid the principal amount of your securities at maturity, you will not benefit in any way from the performance of the better performing Funds. The securities may underperform an alternative investment linked to a basket composed of the Funds, since in such case the performance of the better performing Funds would be blended with the performance of the lowest performing Fund, resulting in a better return than the return of the lowest performing Fund alone. |
| · | Higher Coupon Rates Are Associated With Greater Risk — The securities offer coupon payments at a higher rate than the fixed rate we would pay on conventional debt securities of the same maturity. These higher coupon payments are associated with greater levels of expected risk as of the pricing date as compared to conventional debt securities, including the risk that you may lose up to 90% of the principal amount at maturity. The volatility of the Funds and the correlation among the Funds are important factors affecting this risk. Volatility is a measure of the degree of variation in the prices of the Funds over a period of time. Volatility can be measured in a variety of ways, including on a historical basis or on an expected basis as implied by option prices in the market. The correlation of a pair of Funds represents a statistical measurement of the degree to which the returns of those Funds are similar to |
PPS-11
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
each other over a given period in terms of timing and direction. Greater expected volatility of the Funds or lower expected correlation among the Funds as of the pricing date may result in a higher coupon rate, but it also represents a greater expected likelihood as of the pricing date that the ending price of at least one Fund will be less than its threshold price such that you will lose up to 90% of the principal amount at maturity. In general, the higher the coupon rate is relative to the fixed rate we would pay on conventional debt securities, the greater the expected risk that you will lose up to 90% of the principal amount at maturity.
| · | You Will Be Subject To Reinvestment Risk — If your securities are automatically called, the term of the securities may be reduced to as short as approximately six months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the securities at a comparable return for a similar level of risk in the event the securities are automatically called prior to maturity. |
| · | You Will Be Subject To Risks Resulting From The Relationship Between The Funds — The correlation of a pair of Funds represents a statistical measurement of the degree to which the returns of those Funds are similar to each other over a given period in terms of timing and direction. By investing in the securities, you assume the risk that the returns of the Funds will not be correlated. The less correlated the Funds, the more likely it is that any one of the Funds will be performing poorly at any time over the term of the securities. All that is necessary for the securities to perform poorly is for one of the Funds to perform poorly; the performance of the better performing Funds is not relevant to your return on the securities. It is impossible to predict what the relationship between the Funds will be over the term of the securities. The Funds represent different assets, and those assets may not perform similarly over the term of the securities. |
| · | Any Payment On The Securities (Other Than Fixed Coupons) Will Be Determined Based On The Fund Closing Prices Of The Funds On The Dates Specified — Any payment on the securities (other than fixed coupons) will be determined based on the fund closing prices of the Funds on the dates specified. You will not benefit from any more favorable values of the Funds determined at any other time. |
| · | Owning The Securities Is Not The Same As Owning Any Or All Of The Funds Or The Securities Or Commodity Held By The Funds — The return on your securities may not reflect the return you would realize if you actually owned any or all of the Funds or the securities or commodity held by the Funds. As a holder of the securities, you will not have any rights that holders of the Funds or the securities or commodity held by the Funds would have. |
| · | No Assurance That The Investment View Implicit In The Securities Will Be Successful — It is impossible to predict whether and the extent to which the price of any Fund will rise or fall. There can be no assurance that the ending price of any Fund will not be less than its threshold price. The price of each Fund will be influenced by complex and interrelated political, economic, financial and other factors that affect that Fund and the assets held by that Fund. You should be willing to accept the downside risks associated with equities in general and each Fund in particular, and the risk of losing up to 90% of the principal amount. |
| · | Tax Treatment — Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Tax Considerations” below. |
Risks Relating to the Issuer
| · | The Securities Are Subject To The Credit Risk Of Barclays Bank PLC — The securities are unsecured and unsubordinated debt obligations of the issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the securities, including any repayment of principal, is subject to the ability of Barclays Bank PLC to satisfy its obligations as they come due and is not guaranteed by any third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the market value of the securities and, in the event Barclays Bank PLC were to default on its obligations, you might not receive any amount owed to you under the terms of the securities. |
| · | You May Lose Some Or All Of Your Investment If Any U.K. Bail-In Power Is Exercised By The Relevant U.K. Resolution Authority — Notwithstanding and to the exclusion of any other term of the securities or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the securities (or the trustee on behalf of the holders of the securities), by acquiring the securities, each holder or 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 |
PPS-12
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
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 Funds
| · | The Securities Are Subject To Risks Associated With The Gold And Silver Mining Industries With Respect To The GDX Fund — All or substantially all of the equity securities held by the GDX Fund are issued by companies whose primary line of business is associated with the gold and/or silver mining industries. As a result, the value of the securities may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers. Investments related to gold and silver are considered speculative and are affected by a variety of factors. Competitive pressures may have a significant effect on the financial condition of gold and silver mining companies. Also, gold and silver mining companies are highly dependent on the price of gold and silver bullion, respectively, and may be adversely affected by a variety of worldwide economic, financial and political factors. The price of gold and silver may fluctuate substantially over short periods of time, so the GDX Fund’s share price may be more volatile than other types of investments. Fluctuation in the prices of gold and silver may be due to a number of factors, including changes in inflation, changes in currency exchange rates and changes in industrial and commercial demand for metals (including fabricator demand). Additionally, increased environmental or labor costs may depress the value of metal investments. These factors could affect the gold and silver mining industries and could affect the value of the equity securities held by the GDX Fund and the price of the GDX Fund during the term of the securities, which may adversely affect the value of the securities. |
| · | There Are Risks Associated With Investments In Securities Linked To The Value Of Non-U.S. Equity Securities In Non-U.S. Securities Markets With Respect To The GDX Fund — Some of the component securities held by the GDX Fund are issued by non-U.S. companies in non-U.S. securities markets. Investments in securities linked to the value of such non-U.S. equity securities, such as the securities, involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. |
| · | There Are Risks Associated With Emerging Markets With Respect To The GDX Fund — Some of the component securities held by the GDX Fund have been issued by companies based in emerging markets. Emerging markets pose further risks in addition to the risks associated with investing in foreign equity markets generally. Countries with emerging markets may have relatively unstable financial markets and governments; may present the risks of nationalization of businesses; may impose restrictions on currency conversion, exports or foreign ownership and prohibitions on the repatriation of assets; may pose a greater likelihood of regulation by the national, provincial and local governments of the emerging market countries, including the imposition of currency exchange laws and taxes; and may have less protection of property rights, less access to legal recourse and less comprehensive financial reporting and auditing requirements than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions. The currencies of emerging markets may also be less liquid and more volatile than those of developed markets and may be affected by political and economic developments in different ways than developed markets. The foregoing factors may adversely affect the performance of companies based in emerging markets. |
| · | The Value Of The GDX Fund Is Subject To Currency Exchange Risk With Respect To The U.S. Dollar And The Non-U.S. Currencies Represented In The GDX Fund — Because the value of the GDX Fund is related to the U.S. dollar value of the component securities held by the GDX Fund, the value of the GDX Fund will be exposed to the currency exchange rate risk with respect to each of the non-U.S. currencies in which the component securities held by the GDX Fund trade. An investor’s net exposure will depend on the extent to which each of those non-U.S. currencies strengthens or weakens against the U.S. dollar and the relative weight of the securities denominated in those non-U.S. currencies. If, taking into account the relevant weighting, the U.S. dollar |
PPS-13
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
strengthens against those non-U.S. currencies, the value of the GDX Fund will be adversely affected and any payments on the securities determined based on the GDX Fund may be reduced.
Exchange rate movements for a particular currency are volatile and are the result of numerous factors, including the supply of, and the demand for, those currencies, as well as government policy, intervention or actions, but are also influenced significantly from time to time by political or economic developments, and by macroeconomic factors and speculative actions related to the relevant region. Of particular importance to potential currency exchange risk are:
| o | existing and expected rates of inflation; |
| o | existing and expected interest rate levels; |
| o | the balance of payments between the countries represented in the Underlier and the United States; and; |
| o | the extent of governmental surpluses or deficits in the countries represented in the Underlier and the United States. |
All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of the countries represented in the GDX Fund, the United States and other countries important to international trade and finance.
| · | The GDX Fund Recently Changed Its Underlying Index — Prior to market close on September 19, 2025, the GDX Fund tracked the NYSE Arca Gold Miners Index. After market close on September 19, 2025, the GDX Fund began tracking the MarketVector Global Gold Miners Index instead. The MarketVector Global Gold Miners Index differs from the NYSE Arca Gold Miners Index, including in the use of different market capitalization criteria for inclusion in the index and different weighting schemes. Accordingly, the composition of the GDX Fund changed as a result of this transition. In connection with this change, the GDX Fund may have experienced, and may continue to experience, additional portfolio turnover, and the GDX Fund may have incurred, and may continue to incur, higher tracking error than had been typical for the GDX Fund. This change could have adversely affected, and may continue to adversely affect, the performance of the GDX Fund and, in turn, your return on the securities. In addition, when evaluating the historical performance of the GDX Fund included below, you should bear in mind that the historical performance of the GDX Fund might have been meaningfully different had the GDX Fund tracked the MarketVector Global Gold Miners Index prior to September 19, 2025. |
| · | The Equity Securities Held By The SOXX Fund Are Concentrated In The Semiconductor Industry — All or substantially all of the equity securities held by the SOXX Fund are issued by companies whose primary line of business is directly associated with the semiconductor industry. As a result, the value of the securities may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers. Semiconductor companies are vulnerable to wide fluctuations in securities prices due to rapid product obsolescence. The international operations of many semiconductor companies expose them to risks associated with instability and changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations, tariffs and trade disputes, competition from subsidized foreign competitors with lower production costs and other risks inherent to international business. The semiconductor industry is highly cyclical, which may cause the operating results of many semiconductor companies to vary significantly. |
| · | There Are Risks Associated With Investments In Securities Linked To The Value Of Non-U.S. Equity Securities With Respect To The SOXX Fund — Some of the component securities held by the SOXX Fund are issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities, such as the securities, involve risks associated with the home countries of the issuers of those non-U.S. equity securities. The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. |
| · | The Equity Securities Held By The XME Fund Are Concentrated In The Metals And Mining Industry — All or substantially all of the equity securities held by the XME Fund are issued by companies whose primary line of business is directly associated with the metals and mining industry. As a result, the value of the securities may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers. Metals and mining companies can be significantly affected by events relating to international political and economic developments, energy conservation, the success of exploration projects, commodity prices and tax and other government regulations. Investments in metals and mining companies may be speculative and may be subject to greater price volatility than investments in other types of companies. Risks of metals and mining investments include: changes in international monetary policies or economic and political conditions that can affect the supply of precious metals and consequently the value of metals and mining company investments; the United States or foreign governments may pass laws or regulations limiting metals investments for strategic or other policy reasons; and increased environmental or labor costs may depress the value of metals and mining investments. |
PPS-14
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
| · | Certain Features Of The GDX Fund, The SOXX Fund And The XME Fund Will Impact The Value Of The Securities — The performance of each of the GDX Fund, the SOXX Fund and the XME Fund will not fully replicate the performance of its Underlying Index, and each Fund may hold securities or other assets not included in its Underlying Index. The value of each Fund is subject to: |
| · | Management risk. This is the risk that the investment strategy for a Fund, the implementation of which is subject to a number of constraints, may not produce the intended results. Each Fund’s investment adviser may have the right to use a portion of that Fund’s assets to invest in shares of equity securities that are not included in its Underlying Index. Each Fund is not actively managed, and each Fund’s investment adviser will generally not attempt to take defensive positions in declining markets. |
| · | Derivatives risk. Each Fund may invest in derivatives, including forward contracts, futures contracts, options on futures contracts, options and swaps. A derivative is a financial contract, the value of which depends on, or is derived from, the value of an underlying asset such as a security or an index. Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices, and thus a Fund’s losses may be greater than if that Fund invested only in conventional securities. |
| · | Transaction costs and fees. Unlike its Underlying Index, each Fund will reflect transaction costs and fees that will reduce its performance relative to its Underlying Index. |
Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the factors described above. In addition, a Fund may diverge significantly from the performance of its Underlying Index due to differences in trading hours between that Fund and the securities composing its Underlying Index or other circumstances. During periods of market volatility, the component securities held by a Fund may be unavailable in the secondary market, market participants may be unable to calculate accurately the intraday net asset value per share of that Fund and the liquidity of that Fund may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares in a Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of a Fund. As a result, under these circumstances, the market value of a Fund may vary substantially from the net asset value per share of that Fund. Because the securities are linked to the performance of the Funds and not the Underlying Indices, the return on your securities may be less than that of an alternative investment linked directly to the Underlying Indices.
| · | The Performance And Market Value Of The SLV Fund, Particularly During Periods Of Market Volatility, May Not Correlate With The Performance Of Its Underlying Commodity As Well As Its Net Asset Value Per Share — The SLV Fund does not fully replicate the performance of its Underlying Commodity due to the fees and expenses charged by the SLV Fund or by restrictions on access to its Underlying Commodity due to other circumstances. The SLV Fund does not generate any income, and as the SLV Fund regularly sells its Underlying Commodity to pay for ongoing expenses, the amount of its Underlying Commodity represented by each share gradually declines over time. The SLV Fund sells its Underlying Commodity to pay expenses on an ongoing basis irrespective of whether the trading price of the shares rises or falls in response to changes in the price of its Underlying Commodity. The sale by the SLV Fund of its Underlying Commodity to pay expenses at a time of low prices for its Underlying Commodity could adversely affect the value of the securities. Additionally, there is a risk that part or all of the SLV Fund’s holdings in its Underlying Commodity could be lost, damaged or stolen. Access to the SLV Fund’s Underlying Commodity could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). All of these factors may lead to a lack of correlation between the performance of the SLV Fund and its Underlying Commodity. In addition, because the shares of the SLV Fund are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of an the SLV Fund may differ from the net asset value per share of the SLV Fund. |
During periods of market volatility, the SLV Fund’s Underlying Commodity may be unavailable in the secondary market, market participants may be unable to calculate accurately the intraday net asset value per share of the SLV Fund and the liquidity of the SLV Fund may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the SLV Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the SLV Fund. As a result, under these circumstances, the market value of shares of the SLV Fund may vary substantially from the net asset value per share of the SLV Fund. For all of the foregoing reasons, the performance of the SLV Fund may not correlate with the performance of its Underlying Commodity as well as the net asset value per share of the SLV Fund, which could materially and adversely affect the value of the securities in the secondary market and/or reduce any payment on the securities.
| · | The Securities Are Subject To Risks Associated With Silver With Respect To The SLV Fund — The investment objective of the SLV Fund is to reflect generally the performance of the price of silver before the payment of the SLV Fund’s expenses and liabilities. The price of silver is primarily affected by global demand for and supply of silver. Silver prices can fluctuate widely and may be affected by numerous factors. These include general economic trends, technical developments, substitution issues and regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the |
PPS-15
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and other currencies, interest rates, central bank sales, forward sales by producers, global or regional political or economic events and production costs and disruptions in major silver-producing countries, such as Mexico, Peru and China. The demand for and supply of silver affect silver prices, but not necessarily in the same manner as supply and demand affect the prices of other commodities. The supply of silver consists of a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also influence the market. The major end uses for silver include industrial applications, jewelry and silverware. It is not possible to predict the aggregate effect of all or any combination of these factors.
| · | Single Commodity Prices Tend To Be More Volatile Than, And May Not Correlate With, The Prices of Commodities Generally With Respect To The SLV Fund — The SLV Fund provides exposure to a single commodity and not to a diverse basket of commodities. The SLV Fund’s Underlying Commodity may not correlate to the price of commodities generally and may diverge significantly from the prices of commodities generally. As a result, the securities carry greater risk and may be more volatile than securities linked to the prices of a broader or more diverse basket of commodities. |
| · | There Are Risks Associated With Commodities Trading On The London Bullion Market Association With Respect To The SLV Fund — The investment objective of the SLV Fund is to reflect generally the price of silver before the payment of its expenses and liabilities. The price of silver is determined by the London Bullion Market Association (the “LBMA”) or an independent service provider appointed by the LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all market-making members of the LBMA are supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated entity. If the LBMA should cease operations, or if bullion trading should become subject to a value added tax or other tax or any other form of regulation currently not in place, the role of the LBMA silver price as a global benchmark for the value of silver may be adversely affected. The LBMA is a principals’ market that operates in a manner more closely analogous to an over-the-counter physical commodity market than a regulated futures market, and certain features of U.S. futures contracts are not present in the context of LBMA trading. For example, there are no daily price limits on the LBMA that would otherwise restrict fluctuations in the prices of LBMA contracts. In a declining market, it is possible that prices would continue to decline without limitation within a trading day or over a period of trading days. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA silver price, which could adversely affect the value of the securities. The LBMA, or an independent service provider appointed by the LBMA, will have no obligation to consider your interests in calculating or revising the LBMA silver price. |
| · | Adjustments To A Fund Or An Underlying Index Could Adversely Affect The Value Of The Securities And The Amount You Will Receive At Maturity — The investment adviser of a Fund (a “fund sponsor”) may add, delete or substitute the component securities or commodity held by that Fund or make changes to its investment strategy, and the sponsor of an Underlying Index (in the case of the GDX Fund, the SOXX Fund and the XME Fund) may add, delete, substitute or adjust the securities composing that Underlying Index or make other methodological changes to that Underlying Index that could affect its performance. In addition, if the shares of a Fund are de-listed or if a Fund is liquidated or otherwise terminated, the calculation agent may select a successor fund that the calculation agent determines to be comparable to that Fund or, if no successor fund is available, the calculation agent will calculate the value to be used as the fund closing price of that Fund. Any of these actions could adversely affect the value of the relevant Fund and, consequently, the value of the securities. See “General Terms of the Securities—Certain Terms for Securities Linked to a Fund—Anti-dilution Adjustments Relating to a Fund; Alternate Calculation—Liquidation Events” in the product supplement. |
| · | Anti-Dilution Protection Is Limited, And The Calculation Agent Has Discretion To Make Anti-Dilution Adjustments — The calculation agent may in its sole discretion make adjustments affecting the amounts payable on the securities upon the occurrence of certain events with a view to preserving the relative investment risks of the securities. However, the calculation agent might not make such adjustments in response to all events that could affect the shares of a Fund. The occurrence of any such event and any adjustment made by the calculation agent (or a determination by the calculation agent not to make any adjustment) may adversely affect the market price of, and any amounts payable on, the securities. See “General Terms of the Securities—Certain Terms for Securities Linked to a Fund—Anti-dilution Adjustments Relating to a Fund; Alternate Calculation” in the product supplement. |
| · | We Cannot Control Actions Of Any Of The Unaffiliated Companies Whose Securities Are Included In Any Fund Or Underlying Index — Actions by any company whose securities are included in any of the GDX Fund, the SOXX Fund or the XME Fund or any Underlying Index may have an adverse effect on the price of its security, the closing price of such Fund on any calculation day, the ending price of such Fund and the value of the securities. These unaffiliated companies will not be involved in the offering of the securities and will have no obligations with respect to the securities, including any obligation to take our or your interests into consideration for any reason. These companies will not receive any of the proceeds of the offering of the securities and will not be responsible for, and will not have participated in, the determination of the timing of, prices for, or quantities of, the securities to be issued. These companies will not be involved with the administration, marketing or trading of the securities and will have no obligations with respect to any amounts to be paid to you on the securities. |
PPS-16
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
| · | We And Our Affiliates Have No Affiliation With Any Fund Sponsor Or Underlying Index Sponsor 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 Fund sponsor or Underlying Index sponsor (collectively, the “sponsors”) and have no ability to control or predict their actions, including any errors in or discontinuation of disclosure regarding the methods or policies relating to the management or calculation of the applicable Fund or Underlying Index. We have derived the information about the sponsors, the Funds and the Underlying Indices contained in this pricing supplement and the accompanying underlying supplement from publicly available information, without independent verification. You, as an investor in the securities, should make your own investigation into each Fund, each Underlying Index and the sponsors. The sponsors will not be involved in the offering of the securities made hereby in any way, and the sponsors do not have any obligation to consider your interests as an owner of the securities in taking any actions that might affect the value of the securities. |
| · | The Historical Performance Of The Funds Is Not An Indication Of Their Future Performance — The historical performance of the Funds should not be taken as an indication of the future performance of the Funds. It is impossible to predict whether the fund closing prices of the Funds 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 Funds 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 Fund 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 Funds or the securities or commodity held by the Funds. 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 Funds 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 those described in the
PPS-17
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
accompanying product supplement and under “—Risks Relating to the Funds” above. 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 Funds 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 Funds; |
| · | correlation (or lack of correlation) of the Funds; |
| · | the time to maturity of the securities; |
| · | the market prices of, and dividend rates on, the Funds and the securities and commodity held by the Funds; |
| · | interest and yield rates in the market generally; |
| · | supply and demand for the securities; |
| · | a variety of economic, financial, political, regulatory and judicial events; and |
| · | our creditworthiness, including actual or anticipated downgrades in our credit ratings. |
| · | The Estimated Value Of Your Securities Is Expected To Be Lower Than The Original Offering Price Of Your Securities — The estimated value of your securities on the pricing date is expected to be lower, and may be significantly lower, than the original offering price of your securities. The difference between the original offering price of your securities and the estimated value of the securities is expected as a result of certain factors, such as any sales commissions, selling concessions, discounts, commissions or fees expected to be allowed or paid to Barclays Capital Inc., another affiliate of ours, WFS or its affiliates or other non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the securities, the estimated cost that we may incur in hedging our obligations under the securities, and estimated development and other costs that we may incur in connection with the securities. |
| · | The Estimated Value Of Your Securities Might Be Lower If Such Estimated Value Were Based On The Levels At Which Our Debt Securities Trade In The Secondary Market — The estimated value of your securities on the pricing date is based on a number of variables, including our internal funding rates. Our internal funding rates may vary from the levels at which our benchmark debt securities trade in the secondary market. As a result of this difference, the estimated values referenced above might be lower if such estimated values were based on the levels at which our benchmark debt securities trade in the secondary market. |
| · | The Estimated Value Of The Securities Is Based On Our Internal Pricing Models, Which May Prove To Be Inaccurate And May Be Different From The Pricing Models Of Other Financial Institutions — The estimated value of your securities on the pricing date is based on our internal pricing models, which take into account a number of variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and assumptions are not evaluated |
PPS-18
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
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. |
PPS-19
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Hypothetical Returns
If the securities are automatically called:
If the securities are automatically called prior to stated maturity, you will receive the principal amount of your securities plus the coupon payment otherwise due on the applicable call settlement date. In the event the securities are automatically called, your total return on the securities will equal the coupon payments received prior to the call settlement date and the coupon payment received on the call settlement date.
If the securities are not automatically called:
If the securities are not automatically called prior to stated maturity, the following table illustrates, for a range of hypothetical performance factors of the lowest performing Fund on the final calculation day, the hypothetical maturity payment amount payable at stated maturity per security (excluding the coupon payment otherwise due). The performance factor of the lowest performing Fund on the final calculation day is calculated as its ending price divided by its starting price.
| Hypothetical performance factor of lowest performing Fund on final calculation day | Hypothetical maturity payment amount per security |
| 175.00% | $1,000.00 |
| 150.00% | $1,000.00 |
| 140.00% | $1,000.00 |
| 130.00% | $1,000.00 |
| 120.00% | $1,000.00 |
| 110.00% | $1,000.00 |
| 100.00% | $1,000.00 |
| 95.00% | $1,000.00 |
| 90.00% | $1,000.00 |
| 89.00% | $990.00 |
| 80.00% | $900.00 |
| 70.00% | $800.00 |
| 60.00% | $700.00 |
| 50.00% | $600.00 |
| 40.00% | $500.00 |
| 25.00% | $350.00 |
| 0.00% | $100.00 |
The above figures do not take into account coupon payments received during the term of the securities. As evidenced above, in no event will you have a positive rate of return based solely on the maturity payment amount received at maturity (excluding the final coupon payment); any positive return will be based solely on the coupon payments received during the term of the securities.
The above figures are for purposes of illustration only and may have been rounded for ease of analysis. If the securities are not automatically called prior to stated maturity, the actual amount you will receive at stated maturity will depend on the actual ending price of the lowest performing Fund on the final calculation day. The performance of the better performing Funds is not relevant to your return on the securities.
PPS-20
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Hypothetical Maturity Payment Amount
Set forth below are examples of calculations of the maturity payment amount payable at stated maturity, assuming that the securities have not been automatically called prior to stated maturity and assuming the hypothetical starting price, threshold price and ending prices for each Fund indicated in the examples. The terms used for purposes of these hypothetical examples do not represent any actual starting price or threshold price. The hypothetical starting price of $100.00 for each Fund has been chosen for illustrative purposes only and does not represent the actual starting price for any Fund. The actual starting price and threshold price for each Fund will be determined on the pricing date and will be set forth under “Terms of the Securities” above. For historical closing prices of the Funds, see the historical information set forth under the sections titled “The VanEck® Gold Miners ETF,” “The iShares® Silver Trust,” “The iShares® Semiconductor ETF” and “The State Street® SPDR® S&P® Metals & Mining ETF” below. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis.
Example 1. The ending price of the lowest performing Fund on the final calculation day is greater than its starting price, and the maturity payment amount is equal to the principal amount of your securities at maturity.
| GDX Fund | SLV Fund | SOXX Fund | XME Fund | |
| Hypothetical starting price: | $100.00 | $100.00 | $100.00 | $100.00 |
| Hypothetical ending price: | $135.00 | $145.00 | $115.00 | $125.00 |
| Hypothetical threshold price: | $90.00 | $90.00 | $90.00 | $90.00 |
| Performance factor (ending price divided by starting price): | 135.00% | 145.00% | 115.00% | 125.00% |
Step 1: Determine which Fund is the lowest performing Fund on the final calculation day.
In this example, the SOXX Fund has the lowest performance factor and is, therefore, the lowest performing Fund on the final calculation day.
Step 2: Determine the maturity payment amount based on the ending price of the lowest performing Fund on the final calculation day.
Since the hypothetical ending price of the lowest performing Fund on the final calculation day is greater than its hypothetical threshold price, the maturity payment amount would equal the principal amount. Although the hypothetical ending price of the lowest performing Fund on the final calculation day is significantly greater than its hypothetical starting price in this scenario, the maturity payment amount will not exceed the principal amount.
In addition to the coupon payments received prior to the stated maturity date, on the stated maturity date you would receive $1,000.00 per security as well as the coupon payment otherwise due.
Example 2. The ending price of the lowest performing Fund on the final calculation day is less than its starting price but greater than its threshold price, and the maturity payment amount is equal to the principal amount of your securities at maturity.
| GDX Fund | SLV Fund | SOXX Fund | XME Fund | |
| Hypothetical starting price: | $100.00 | $100.00 | $100.00 | $100.00 |
| Hypothetical ending price: | $115.00 | $95.00 | $110.00 | $105.00 |
| Hypothetical threshold price: | $90.00 | $90.00 | $90.00 | $90.00 |
| Performance factor (ending price divided by starting price): | 115.00% | 95.00% | 110.00% | 105.00% |
Step 1: Determine which Fund is the lowest performing Fund on the final calculation day.
In this example, the SLV Fund has the lowest performance factor and is, therefore, the lowest performing Fund on the final calculation day.
Step 2: Determine the maturity payment amount based on the ending price of the lowest performing Fund on the final calculation day.
Since the hypothetical ending price of the lowest performing Fund on the final calculation day is greater than its hypothetical threshold price, you would be repaid the principal amount of your securities at maturity.
In addition to the coupon payments received prior to the stated maturity date, on the stated maturity date you would receive $1,000.00 per security as well as the coupon payment otherwise due.
Example 3. The ending price of the lowest performing Fund on the final calculation day is less than its threshold price, and the maturity payment amount is less than the principal amount of your securities at maturity.
PPS-21
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
| GDX Fund | SLV Fund | SOXX Fund | XME Fund | |
| Hypothetical starting price: | $100.00 | $100.00 | $100.00 | $100.00 |
| Hypothetical ending price: | $40.00 | $120.00 | $90.00 | $110.00 |
| Hypothetical threshold price: | $90.00 | $90.00 | $90.00 | $90.00 |
| Performance factor (ending price divided by starting price): | 40.00% | 120.00% | 90.00% | 110.00% |
Step 1: Determine which Fund is the lowest performing Fund on the final calculation day.
In this example, the GDX Fund has the lowest performance factor and is, therefore, the lowest performing Fund on the final calculation day.
Step 2: Determine the maturity payment amount based on the ending price of the lowest performing Fund on the final calculation day.
Since the hypothetical ending price of the lowest performing Fund on the final calculation day is less than its hypothetical threshold price, you would lose a portion of the principal amount of your securities and receive the maturity payment amount equal to $500.00 per security, calculated as follows:
$1,000 × (performance factor of the lowest performing Fund on the final calculation day + buffer amount)
= $1,000 × (40.00% + 10.00%)
= $500.00
In addition to the coupon payments received prior to the stated maturity date, on the stated maturity date you would receive $500.00 per security as well as the coupon payment otherwise due.
These examples illustrate that you will not participate in any appreciation of any Fund, but will have 1-to-1 downside exposure to a decrease in the lowest performing Fund on the final calculation day in excess of the buffer amount if the ending price of the lowest performing Fund on the final calculation day is less than its threshold price, even if the ending prices of the other Funds have appreciated or have not declined below their respective threshold prices.
To the extent that the starting price, threshold price and ending price of the lowest performing Fund on the final calculation day differ from the values assumed above, the results indicated above would be different.
PPS-22
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
The VanEck® Gold Miners ETF
According to publicly available information, the GDX Fund is an exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to track as closely as possible, before fees and expenses, the price and yield performance of the MarketVector Global Gold Miners Index (with respect to the GDX Fund, the “Underlying Index”). The MarketVector Global Gold Miners Index is a float-adjusted modified market capitalization-weighted index that tracks the performance of companies involved primarily in the gold and silver mining industry. Prior to market close on September 19, 2025, the GDX Fund’s benchmark index was the NYSE Arca Gold Miners Index. For more information about the GDX Fund, see “Exchange-Traded Funds—The VanEck® ETFs” in the accompanying underlying supplement, as supplemented and superseded by the information above. For more information about the MarketVector Global Gold Miners Index, see Annex A in this pricing supplement.
Historical Information
We obtained the closing prices of the GDX Fund displayed in the graph below from Bloomberg Professional® service (“Bloomberg”) without independent verification. The historical performance of the GDX Fund should not be taken as an indication of the future performance of the GDX Fund. Future performance of the GDX Fund may differ significantly from historical performance, and no assurance can be given as to the closing prices of the GDX Fund during the term of the securities, including on any of the call dates or the final calculation day. We cannot give you assurance that the performance of the GDX Fund will not result in a loss on your initial investment.
The following graph sets forth daily closing prices of the GDX Fund for the period from January 1, 2021 to September 24, 2026. The closing price on September 24, 2026 was $92.35. The closing prices below may reflect adjustments in response to certain actions, such as stock splits and reverse stock splits.
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| * The dotted line indicates a hypothetical threshold price of 90% of the closing price of the GDX Fund on September 24, 2026. The actual threshold price will be equal to 90% of the starting price of the GDX Fund. |
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
PPS-23
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
The iShares® Silver Trust
According to publicly available information, the SLV Fund is an investment trust sponsored by iShares Delaware Trust Sponsor LLC that seeks to reflect generally the performance of the price of silver (with respect to the SLV Fund, the “Underlying Commodity”), before the payment of its expenses and liabilities. The assets of the SLV Fund consist primarily of silver held by a custodian on behalf of the SLV Fund. For more information about the SLV Fund, see “Exchange-Traded Funds—The iShares® Silver Trust” in the accompanying underlying supplement.
Historical Information
We obtained the closing prices of the SLV Fund displayed in the graph below from Bloomberg without independent verification. The historical performance of the SLV Fund should not be taken as an indication of the future performance of the SLV Fund. Future performance of the SLV Fund may differ significantly from historical performance, and no assurance can be given as to the closing prices of the SLV Fund during the term of the securities, including on any of the call dates or the final calculation day. We cannot give you assurance that the performance of the SLV Fund will not result in a loss on your initial investment.
The following graph sets forth daily closing prices of the SLV Fund for the period from January 1, 2021 to September 24, 2026. The closing price on September 24, 2026 was $57.62. The closing prices below may reflect adjustments in response to certain actions, such as stock splits and reverse stock splits.
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| * The dotted line indicates a hypothetical threshold price of 90% of the closing price of the SLV Fund on September 24, 2026. The actual threshold price will be equal to 90% of the starting price of the SLV Fund. |
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
PPS-24
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
The iShares® Semiconductor ETF
According to publicly available information, the SOXX Fund is an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track the investment results, before fees and expenses, of an index composed of U.S.-listed equities in the semiconductor sector, which is currently the NYSE Semiconductor Index (with respect to the SOXX Fund, the “Underlying Index”). For more information about the SOXX Fund, see “Exchange-Traded Funds—The iShares® ETFs” in the accompanying underlying supplement.
Historical Information
We obtained the closing prices of the SOXX Fund displayed in the graph below from Bloomberg without independent verification. The historical performance of the SOXX Fund should not be taken as an indication of the future performance of the SOXX Fund. Future performance of the SOXX Fund may differ significantly from historical performance, and no assurance can be given as to the closing prices of the SOXX Fund during the term of the securities, including on any of the call dates or the final calculation day. We cannot give you assurance that the performance of the SOXX Fund will not result in a loss on your initial investment.
The following graph sets forth daily closing prices of the SOXX Fund for the period from January 1, 2021 to September 24, 2026. The closing price on September 24, 2026 was $566.07. The closing prices below may reflect adjustments in response to certain actions, such as stock splits and reverse stock splits.
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| * The dotted line indicates a hypothetical threshold price of 90% of the closing price of the SOXX Fund on September 24, 2026. The actual threshold price will be equal to 90% of the starting price of the SOXX Fund. |
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
PPS-25
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
The State Street® SPDR® S&P® Metals & Mining ETF
According to publicly available information, the XME Fund (formerly known as the SPDR® S&P® Metals & Mining ETF) is an exchange-traded fund of the SPDR® Series Trust, a registered investment company, that seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the S&P® Metals & Mining Select Industry Index (with respect to the XME Fund, the “Underlying Index”). The Underlying Index is a modified equal-weighted index that is designed to measure the performance of the following Global Industry Classification Standard sub-industries of the S&P Total Market Index: aluminum; coal and consumable fuels; copper; diversified metals and mining; gold; precious metals and minerals; silver; and steel. For more information about the XME Fund, see “Exchange-Traded Funds— The SPDR® S&P® Industry ETFs” in the accompanying underlying supplement.
Historical Information
We obtained the closing prices of the XME Fund displayed in the graph below from Bloomberg without independent verification. The historical performance of the XME Fund should not be taken as an indication of the future performance of the XME Fund. Future performance of the XME Fund may differ significantly from historical performance, and no assurance can be given as to the closing prices of the XME Fund during the term of the securities, including on any of the call dates or the final calculation day. We cannot give you assurance that the performance of the XME Fund will not result in a loss on your initial investment.
The following graph sets forth daily closing prices of the XME Fund for the period from January 1, 2021 to September 24, 2026. The closing price on September 24, 2026 was $107.96. The closing prices below may reflect adjustments in response to certain actions, such as stock splits and reverse stock splits.
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| * The dotted line indicates a hypothetical threshold price of 90% of the closing price of the XME Fund on September 24, 2026. The actual threshold price will be equal to 90% of the starting price of the XME Fund. |
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
PPS-26
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
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 Put Options and Deposits” 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.
Due to the lack of direct legal authority, there is substantial uncertainty regarding the U.S. federal income tax consequences of an investment in the securities. Our special tax counsel believes that it is reasonable to treat a security for U.S. federal income tax purposes as a put option (the “Put Option”) written by you to us with respect to the Fund, secured by a cash deposit equal to the initial issue price of the security (the “Deposit”), as shown below. If this treatment is respected, only a portion of each coupon payment will be attributable to interest on the Deposit; the remainder will represent premium attributable to your grant of the Put Option (“Put Premium”). By purchasing the securities, you agree to treat the securities for U.S. federal income tax purposes consistently with the treatment and allocation as described above. We will follow this approach in determining our information reporting responsibilities, if any. The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith.
Assuming the treatment and allocation described above are respected if you are a U.S. holder, interest on the Deposit will be taxed as ordinary income, while the Put Premium will not be taken into account prior to the taxable disposition of the securities (including redemption upon an automatic call or at maturity). Assuming that you are an initial purchaser of securities purchasing the securities at the initial issue price for cash, (i) if your securities are called or held to maturity and the Put Option expires unexercised (i.e., you receive a cash payment — not including the coupon payment otherwise due — at maturity equal to the amount of the Deposit), you will recognize short-term capital gain in an amount equal to the total Put Premium received, and (ii) if, instead, the Put Option is deemed to be exercised at maturity (i.e., you receive a cash payment at maturity — not including the coupon payment otherwise due — that is less than the amount of the Deposit), you will recognize short-term capital gain or loss in an amount equal to the difference between (x) the total Put Premium received and (y) the cash settlement value of the Put Option (i.e., the amount of the Deposit minus the cash you receive at maturity, not including the coupon payment otherwise due).
There are, however, other reasonable treatments that the Internal Revenue Service (the “IRS”) or a court may adopt for the securities, in which case the timing and character of your income or loss 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 on a number of issues, the most relevant of which for investors in the securities are the character of income or loss (including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to which income realized by non-U.S. investors should be subject to withholding tax. While it is not clear whether the securities would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that 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 all aspects of the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments and the issues presented by this notice. Purchasers who are not initial purchasers of securities at the initial issue price should also consult their tax advisors with respect to the tax consequences of an investment in the securities, including possible alternative treatments, as well as the allocation of the purchase price of the securities between the Deposit and the Put Option.
The discussions above and in the accompanying prospectus supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b).
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, 2029 that do not have a “delta of one” with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on our representation that the securities do not have a “delta of one” within the meaning of the regulations, our special tax counsel believes that these regulations should not apply to the securities with regard to non-U.S. holders, and we have determined to treat the securities as not being subject to Section 871(m). Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application of Section 871(m) will be provided in the pricing supplement for the securities. You should consult your tax advisor regarding the potential application of Section 871(m) to the securities.
Non-U.S. holders should also discuss with their tax advisors the estate tax consequences of investing in the securities.
PPS-27
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Consistent with the position described above, below are the portions of each coupon payment that we intend, in determining our reporting responsibilities (if any), to treat as attributable to interest on the Deposit and to Put Premium:
| Coupon Payment rate per Annum(1) | Interest on Deposit per Annum(1) | Put Premium per Annum(1) |
| At least 12.00% | [●]% | [●]% |
(1) To be determined on the Pricing Date.
PPS-28
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
Annex A
The MarketVector Global Gold Miners Index
All information contained in this pricing supplement regarding the MarketVector Global Gold Miners Index (for purposes of this Annex A, the “Underlying Index”), including, without limitation, its make-up, method of calculation and changes in its components, has been derived from publicly available information, without independent verification. This information reflects the policies of, and is subject to change by, MarketVector Indexes GmbH (“MarketVector”). The Underlying Index is owned by MarketVector and is calculated and maintained by Solactive AG (“Solactive”). MarketVector and Solactive have no obligation to continue to publish, and may discontinue publication of, the Underlying Index.
The Underlying Index is reported by Bloomberg L.P. under the ticker symbol “MVGDX.”
The Underlying Index is a float-adjusted modified market capitalization-weighted index that tracks the performance of companies involved primarily in the gold and silver mining industry. The Underlying Index was launched on June 3, 2025 with a base index value of 1000.00 as of April 30, 2006.
Index Composition
Index Universe
To be eligible for inclusion in the Underlying Index, companies must generate at least 50% (25% for current index components) of their revenues from gold and/or silver mining, royalties and/or streaming or have at least 50% (25% for current index components) of their mining mineral resources from gold and/or silver. In addition, securities must be common securities or securities with similar characteristics from financial markets that are freely investable for foreign investors and that provide real-time and historical component and currency pricing, excluding limited partnerships. Companies from financial markets that are not freely investable for foreign investors or that do not provide real-time and historical component and currency pricing may still be eligible if they have a listing on an eligible exchange and if they meet all the size and liquidity requirements set forth below on that exchange.
Securities are not eligible for inclusion in the Underlying Index if they are listed on (1) exchanges in Bahrain, China (domestic market), India, Kuwait, Luxembourg, Oman, Qatar, Russia, Saudi Arabia, United Arab Emirates or Vietnam or (2) Paris Euronext Auction, Hamburger Boerse, Boerse Berlin, Oslo Euronext Growth or London Stock Exchange (AIM, AIMI, ASQ1, ASQ2, ASX1, ASXN, SFM2, SFM3, SSQ3, SSX3, SSX4, EQS).
Investable Universe
To be included in the investable universe, securities must meet the following size and liquidity requirements:
| 1. | For securities that are currently not included in the Underlying Index, the securities must have (i) free-float of at least 10%, (ii) full market capitalization exceeding $150 million, (iii) a three-month average daily trading volume of at least $1 million at the current quarter and at the previous two quarters and (iv) at least 0.25 million shares traded per month over the last six months at the current quarter and at the previous two quarters. |
| 2. | For securities that are already included in the Underlying Index, the securities must have (i) free-float of at least 5%, (ii) full market capitalization exceeding $75 million, (iii) a three-month average daily trading volume of at least $0.2 million in at least two of the latest three quarters (current quarter and the previous two quarters) and (iv) at the current quarter or at one of the previous two quarters, a three-month average daily trading volume of at least $0.6 million or at least 0.2 million shares traded per month over the last six months. |
| 3. | In the case of recent initial public offerings, spin-offs and post-merger/acquisition special purpose acquisition companies, the securities must have (i) free-float of at least 10%, (ii) full market capitalization exceeding $150 million, (iii) an average daily trading volume of at least $1 million and (iv) traded at least 0.25 million shares per month (or per 22 days). |
Such securities qualify for fast-track addition to the investable universe once; either at the next regularly scheduled review if they have been trading since at least the last trading day of the month two months prior to the review month or else at the following regularly scheduled review.
Eligible Universe
For each company in the investable universe, only one share class is included in the eligible universe. In cases where more than one share class fulfills the above specified market capitalization and liquidity eligibility criteria, only the largest share class by free-float market capitalization is included in the eligible universe. In exceptional cases (e.g. significantly higher liquidity), MarketVector can decide that a different share class will be included in the eligible universe. In cases where the free-float market capitalization of a currently not included share class of an index component exceeds the free-float market capitalization of the currently selected share class by at least 25% and fulfills all market capitalization and liquidity eligibility criteria for non-components, the currently selected share class will be replaced by the larger one. In exceptional cases (e.g. significantly higher liquidity), MarketVector can decide to keep the current share class instead.
PPS-29
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
For each company in the investable universe, one pricing source qualifies for the eligible universe. In cases where a company has multiple listings (e.g. ADRs, GDRs or listing on markets other than in the home country), the price sources will be selected to the eligible universe in the following order: U.S. price source, UK price source (London Stock Exchange International Order Book only), home market price source and most liquid foreign market price source. Once a company has qualified for the investable universe, only the most liquid single exchange price source within the country qualifies for the eligible universe. In exceptional cases, MarketVector can assign alternative pricing sources.
Selection of Index Components
Upon an index reconstitution, securities included in the eligible universe are selected for inclusion in the Underlying Index based on the following procedure. The Underlying Index targets a coverage of 90% of the free-float market capitalization of the eligible universe with a minimum of 25 components.
| 1. | All securities in the eligible universe are sorted in terms of free-float market capitalization in descending order. |
| 2. | Securities covering the top 85% of the free-float market capitalization of the eligible universe qualify for selection. |
| 3. | Current components between 85% and 98% of the free-float market capitalization of the eligible universe also qualify for selection. |
| 4. | If the coverage is still below 90% of the free-float market capitalization of the eligible universe or the number of components in the Underlying Index is still below 25, the largest remaining securities will be selected until both the target coverage and minimum number of components are reached. |
| 5. | If the number of eligible securities is below the minimum of 25, additional securities will be added by MarketVector’s decision until the number of securities selected to the Underlying Index reaches the minimum of 25. |
Weighting of Index Components
Upon an index rebalance, components selected for inclusion in the Underlying Index will be weighted according to a modified float-adjusted market cap weighting methodology:
| 1. | All index components are weighted by their free-float market capitalization. |
| 2. | At least the largest five and at most the largest 9 of the components with more than 50% exposure to gold-related activities that exceed 4.5% in weight are grouped together (so called “Large-Weights”). All other components are grouped together as well (so called “Small-Weights”). |
| 3. | The aggregated weighting of the Large-Weights is capped at 45%. If the aggregated weighting of the Large-Weights exceeds 45%, then a capping factor is calculated to bring the weighting down to 45%, and a second capping factor is calculated to bring the aggregated weighting of the Small-Weights up to 55%. These two factors are then applied to all components in the Large-Weights or the Small-Weights, respectively. |
| 4. | For the Large-Weights, the maximum weight for any single security is 20% and the minimum weight is 5%. If a security is above the maximum weight or below the minimum weight, then the weight will be reduced to the maximum weight or increased to the minimum weight and the excess weight will be redistributed proportionally across all other remaining components in the Large-Weights. |
| 5. | For the Small-Weights, the maximum weight for any single security is 4.5%. If a security is above the maximum weight, then the weight will be reduced to the maximum weight and the excess weight will be redistributed proportionally across all other remaining components in the Small-Weights. |
| 6. | The aggregated weighting of all components with less than 50% exposure to gold-related activities is capped at 20%. Any excess weight will be redistributed proportionally among the uncapped components with more than 50% exposure to gold-related activities in the Small-Weights. |
Index Reconstitution and Rebalance
The Underlying Index is reconstituted and rebalanced on a quarterly basis in March, June, September and December according to the following schedule:
| 1. | The eligible universe and component selection is determined based on the closing data on the last business day in February, May, August and November. If a security does not trade on the last business day in February, May, August or November, the last available price for this security will be used. |
| 2. | Component weights are determined based on the closing data as of the Wednesday prior to the second Friday of March, June, September and December. If a security does not trade on the Wednesday prior to the second Friday of March, June, September or December, the last available price for this security will be used. |
PPS-30
Market Linked Securities—Auto-Callable with Fixed Coupon and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the VanEck® Gold Miners ETF, the iShares® Silver Trust, the iShares® Semiconductor ETF and the State Street® SPDR® S&P® Metals & Mining ETF due October 15, 2029
| 3. | The underlying review and rebalance data (i.e. weights, shares outstanding, free-float factors and new weighting cap factors) is announced on the second Friday of March, June, September and December. |
| 4. | Changes will be implemented and based on the closing prices as of the third Friday of March, June, September and December. If the third Friday is not a business day, the review will take place on the last business day before the third Friday. If a security does not trade on the third Friday of March, June, September or December, the last available price for this security will be used. Changes become effective on the next index dissemination day. |
Index Calculation
The Underlying Index is calculated on weekdays between 01:00 and 22:40 (CET) and index values are disseminated to data vendors every 15 seconds on days when either the U.S. equity market is open for trading or at least one of the index components is available for trading. Real-time index values are calculated with the midpoint between the latest available real-time bid- and ask-prices. Closing values are calculated at 22:40 (CET) with fixed 16:00 London time exchange rates from WM company.
The Underlying Index’s index level on a given day is calculated as the sum of the free-float market capitalization of the index components in U.S. dollars divided by the divisor. The Underlying Index is free-float adjusted, meaning the number of shares outstanding is reduced to exclude closely held shares (amount larger than 5% of the company’s full market capitalization) from the index calculation. Free-float factors are reviewed quarterly. The divisor is a mathematical factor defined at the inception of the Underlying Index and is adjusted upon certain corporate actions and index rebalances.
The Underlying Index is calculated as a price return index and does not include in the index calculation dividend payments except for special dividends from non-operating income or cash dividends that are either declared as special or extraordinary or that do not coincide with the company’s regular dividend distribution schedule.
Index Maintenance
The composition of the Underlying Index will be adjusted to reflect changes to free-float factors and number of shares, changes due to mergers and takeovers and changes due to spin-offs. On an ongoing basis, for all corporate events that result in a security deletion from the Underlying Index, the deleted security will be replaced with the highest ranked non-component on the most recent selection list immediately only if the number of components in the Underlying Index would drop below 20. The replacement security will be added at the same weight as the deleted security, unless the number of index components drops below the minimum component number due to a merger of two or more index components, in which case the replacement security will be added with its uncapped free-float market capitalization weight. If there is no replacement, the additional weight resulting from the deletion will be redistributed proportionally across all other index constituents. If the number of index components drops below the minimum component number and no non-component security is eligible as a replacement, the determination of the addition is subject to MarketVector’s decision.
Index Oversight
Any changes to the index methodology will be reviewed and approved by MarketVector’s Legal and Compliance Department. In cases of material changes, an advance notice will be published and provided to users.
PPS-31