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BARCLAYS BANK PLC

Date Filed : Sep 23, 2022

424B21dp180936_424b2-4565ubs.htmFORM 424B2

 

The information in this preliminary pricing supplementis not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus, prospectus supplement and underlyingsupplement do not constitute an offer to sell the Notes and we are not soliciting an offer to buy the Notes in any state where the offeror sale is not permitted.

Subject to Completion. Dated September22, 2022

Pricing Supplement dated September    , 2022 Filed Pursuant to Rule 424(b)(2)
  Registration Statement No. 333-265158

BarclaysBank PLC Trigger Callable Contingent Yield Notes (daily coupon observation)

Linked to the least performing of the Nasdaq-100 Index®,the Russell 2000® Index and the S&P 500® Index due on or about March 27, 2025

Investment Description

The Trigger Callable Contingent Yield Notes (the “Notes”)are unsecured and unsubordinated debt obligations issued by Barclays Bank PLC (the “Issuer”) linked to the least performingof the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index (each an “Underlying”and together the “Underlyings”). On a quarterly basis, unless the Notes have been previously called, the Issuer will pay youa coupon (the “Contingent Coupon”) if the Closing Level of each Underlying is greater than or equal to its specified CouponBarrier on each scheduled trading day during the applicable Observation Period. However,if the Closing Level of any Underlying is less than its Coupon Barrier on any scheduled trading day during an Observation Period, no ContingentCoupon payment will be made with respect to that Observation Period. The Issuer may, at its election, call the Notes on anyquarterly Observation End Date other than the Final Valuation Date, regardless of the Closing Level of any Underlying on that ObservationEnd Date. If the Issuer elects to call the Notes prior to maturity, the Issuer will pay the principal amount of your Notes plus any ContingentCoupon that may be due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you underthe Notes. If the Issuer does not elect to call the Notes prior to maturity and the Closing Level of each Underlying on the Final ValuationDate (the “Final Underlying Level”) is greater than or equal to its specified Downside Threshold, the Issuer will pay youa cash payment at maturity equal to the principal amount of your Notes plus any Contingent Coupon that may be due on the CouponPayment Date that is also the Maturity Date. However, if the Final Underlying Level of any Underlying is less than its Downside Threshold,the Issuer will pay you a cash payment at maturity that is less than the principal amount, if anything, resulting in a percentage lossof principal equal to the negative Underlying Return of the Underlying with the lowest Underlying Return (the “Least PerformingUnderlying”). In this case, you will have full downside exposure to the Least Performing Underlying from its Initial UnderlyingLevel to its Final Underlying Level, and could lose all of your principal. Investingin the Notes involves significant risks. You may lose a significant portion or all of your principal. You may receive few or no ContingentCoupons during the term of the Notes. You will be exposed to the market risk of each Underlying on each scheduled trading day during theObservation Periods and any decline in the level of one Underlying may negatively affect your return and will not be offset or mitigatedby a lesser decline or any potential increase in the level of the other Underlyings. The Final Underlying Level of each Underlying isobserved relative to its Downside Threshold only on the Final Valuation Date, and the contingent repayment of principal applies only ifyou hold the Notes to maturity. Generally, the higher the Contingent Coupon Rate on a Note, the greater the risk of loss on that Note.Your return potential on the Notes is limited to any Contingent Coupons paid on the Notes, and you will not participate in any appreciationof any Underlying. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of Barclays BankPLC and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment obligations or become subject to theexercise of any U.K. Bail-in Power (as described on page PS-4 of this pricing supplement) by the relevant U.K. resolution authority, youmight not receive any amounts owed to you under the Notes. See “Consent to U.K. Bail-in Power” in this pricing supplementand “Risk Factors” in the accompanying prospectus supplement.

Features   Key Dates1

q Contingent Coupon: Unless the Notes have been previously called, the Issuer will pay you a Contingent Coupon with respect to each Observation Period if the Closing Level of each Underlying is greater than or equal to its Coupon Barrier on each scheduled trading day during that Observation Period. However, if the Closing Level of any Underlying is less than its Coupon Barrier on any scheduled trading day during an Observation Period, no Contingent Coupon payment will be made with respect to that Observation Period.
q Issuer Call: The Issuer may, at its election and upon written notice to the trustee, call the Notes on any quarterly Observation End Date other than the Final Valuation Date, regardless of the Closing Level of any Underlying on that Observation End Date. If the Notes are called, the Issuer will pay the principal amount of your Notes plus any Contingent Coupon that may be due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you under the Notes.
q Downside Exposure with Contingent Repayment of Principal at Maturity: If the Notes are not called and the Final Underlying Level of each Underlying is greater than or equal to its Downside Threshold, the Issuer will pay you a cash payment at maturity equal to the principal amount of your Notes plus any Contingent Coupon that may be due on the Coupon Payment Date that is also the Maturity Date. However, if the Final Underlying Level of any Underlying is less than its Downside Threshold, the Issuer will repay less than your principal amount, if anything, resulting in a percentage loss of principal equal to the negative Underlying Return of the Least Performing Underlying. The contingent repayment of principal applies only if you hold the Notes to maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC.

Trade Date: September 23, 2022
Settlement Date: September 28, 2022
Observation Periods / Observation End Dates: Quarterly (see page PS-8)
Final Valuation Date: March 24, 2025
Maturity Date: March 27, 2025
1   Expected. In the event we make any change to the expected Trade Date or Settlement Date, the Observation End Dates, including the Final Valuation Date, and/or the Maturity Date may be changed so that the stated term of the Notes remains the same. In addition, the Observation Dates, including the Final Valuation Date, and the Maturity Date are subject to postponement. See “Indicative Terms” on page PS-6 of this pricing supplement.

NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE LEAST PERFORMING UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF BARCLAYS BANK PLC. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEYRISKS” BEGINNING ON PAGE PS-9 OF THIS PRICING SUPPLEMENT AND “RISK FACTORS” BEGINNING ON PAGE S-9 OF THE PROSPECTUSSUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECTTHE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE A SIGNIFICANT PORTION OR ALL OF YOUR PRINCIPAL AMOUNT. THE NOTES WILLNOT BE LISTED ON ANY SECURITIES EXCHANGE.

NOTWITHSTANDING AND TO THE EXCLUSION OF ANY OTHER TERM OF THE NOTESOR ANY OTHER AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN BARCLAYS BANK PLC AND ANY HOLDER OR BENEFICIAL OWNER OF THE NOTES, BYACQUIRING THE NOTES, EACH HOLDER AND BENEFICIAL OWNER OF THE NOTES ACKNOWLEDGES, ACCEPTS, AGREES TO BE BOUND BY AND CONSENTS TO THE EXERCISEOF, ANY U.K. BAIL-IN POWER BY THE RELEVANT U.K. RESOLUTION AUTHORITY. SEE “CONSENT TO U.K. BAIL-IN POWER” ON PAGE PS-4 OFTHIS PRICING SUPPLEMENT.

Note Offering

We are offering Trigger Callable Contingent Yield Notes linked to theleast performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index.The Contingent Coupon Rate will be set and the Initial Underlying Level and corresponding Coupon Barrier and Downside Threshold for eachUnderlying will be determined on the Trade Date. The Initial Underlying Level of each Underlying will be the Closing Level of that Underlyingon the Trade Date. The Notes are offered at a minimum investment of 100 Notes at $10 per Note (representing a $1,000 investment), andintegral multiples of $10 in excess thereof.

Underlying Contingent Coupon Rate Initial Underlying Level Coupon Barrier* Downside Threshold* CUSIP/ ISIN
Nasdaq-100 Index® (NDX) At least 14.00% per annum 65.00% of the Initial Underlying Level 60.00% of the Initial Underlying Level 06748C677 / US06748C6773
Russell 2000® Index (RTY) 65.00% of the Initial Underlying Level 60.00% of the Initial Underlying Level
S&P 500® Index (SPX) 65.00% of the Initial Underlying Level 60.00% of the Initial Underlying Level

* Rounded to two decimal places for the Nasdaq-100 Index®and the S&P 500® Index and rounded to three decimal places for the Russell 2000® Index

See “Additional Information about Barclays Bank PLC and theNotes” on page PS-2 of this pricing supplement. The Notes will have the terms specified in the prospectus dated May 23, 2022, theprospectus supplement dated June 27, 2022, the underlying supplement dated June 27, 2022 and this pricing supplement.

Neither the U.S. Securities and Exchange Commission (the “SEC”)nor any state securities commission has approved or disapproved of the Notes or determined that this pricing supplement is truthful orcomplete. Any representation to the contrary is a criminal offense.

The Notes constitute our unsecured and unsubordinated obligations.The Notes are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insuredby the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of the United States, theUnited Kingdom or any other jurisdiction.

  Initial Issue Price1 Underwriting Discount Proceeds to Barclays Bank PLC
Per Note $10.00 $0.10 $9.90
Total $• $• $•

1 Our estimated value of the Notes on the Trade Date, basedon our internal pricing models, is expected to be between $9.527 and $9.727 per Note. The estimated value is expected to be less thanthe initial issue price of the Notes. See “Additional Information Regarding Our Estimated Value of the Notes” on page PS-3of this pricing supplement.

UBS Financial Services Inc. Barclays Capital Inc.

 

 

Additional Information about Barclays Bank PLC and the Notes

You should read this pricing supplement together with the prospectusdated May 23, 2022, as supplemented by the prospectus supplement dated June 27, 2022 relating to our Global Medium-Term Notes, SeriesA, of which these Notes are a part, and the underlying supplement dated June 27, 2022. This pricing supplement, together with the documentslisted below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other writtenmaterials 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 “RiskFactors” in the prospectus supplement, as the Notes involve risks not associated with conventional debt securities. We urge youto consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.

 

If the terms set forth in this pricing supplement differ from thoseset forth in the prospectus, prospectus supplement or underlying supplement, the terms set forth herein will control.

 

You may access these documents on the SEC website at www.sec.gov asfollows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

 

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

 

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

 

¨Underlying supplement dated June 27, 2022:
http://www.sec.gov/Archives/edgar/data/0000312070/000095010322011304/dp169384_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. In this pricing supplement, “Notes” refersto the Trigger Callable Contingent Yield Notes that are offered hereby, unless the context otherwise requires.

 

PS-2

 

Additional Information Regarding Our Estimated Value of the Notes

Our internal pricing models take into account a number of variablesand are based on a number of subjective assumptions, which may or may not materialize, typically including volatility, interest ratesand our internal funding rates. Our internal funding rates (which are our internally published borrowing rates based on variables, suchas market benchmarks, our appetite for borrowing and our existing obligations coming to maturity) may vary from the levels at which ourbenchmark debt securities trade in the secondary market. Our estimated value on the Trade Date is based on our internal funding rates.Our estimated value of the Notes might be lower if such valuation were based on the levels at which our benchmark debt securities tradein the secondary market.

 

Our estimated value of the Notes on the Trade Date is expected to beless than the initial issue price of the Notes. The difference between the initial issue price of the Notes and our estimated value ofthe Notes is expected to result from several factors, including any sales commissions expected to be paid to Barclays Capital Inc. oranother 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 Notes, the estimated cost thatwe may incur in hedging our obligations under the Notes, and estimated development and other costs that we may incur in connection withthe Notes.

 

Our estimated value on the Trade Date is not a prediction of the priceat which the Notes may trade in the secondary market, nor will it be the price at which Barclays Capital Inc. may buy or sell the Notesin the secondary market. Subject to normal market and funding conditions, Barclays Capital Inc. or another affiliate of ours intends tooffer to purchase the Notes in the secondary market but it is not obligated to do so.

 

Assuming that all relevant factors remain constant after the Trade Date,the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market, if any, and the value that we mayinitially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated value onthe Trade Date for a temporary period expected to be approximately three months after the initial issue date of the Notes because, inour discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under theNotes and other costs in connection with the Notes that we will no longer expect to incur over the term of the Notes. We made such discretionaryelection and determined this temporary reimbursement period on the basis of a number of factors, which may include the tenor of the Notesand/or any agreement we may have with the distributors of the Notes. The amount of our estimated costs that we effectively reimburse toinvestors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at anytime or revise the duration of the reimbursement period after the initial issue date of the Notes based on changes in market conditionsand other factors that cannot be predicted.

 

We urge you to read the “Key Risks” beginning on pagePS-9 of this pricing supplement.

 

You may revoke your offer to purchase the Notes at any time priorto the Trade Date. We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their Trade Date.In the event of any changes to the terms of the Notes, we will notify you and you will be asked to accept such changes in connection withyour purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

 

PS-3

 

Consent to U.K. Bail-in Power

Notwithstanding and to theexclusion of any other term of the Notes or any other agreements, arrangements or understandings between us and any holder or beneficialowner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts, agrees to be bound byand 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. resolutionauthority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or investment firm is failingor is likely to fail to satisfy the Financial Services and Markets Act 2000 (the “FSMA”) threshold conditions for authorizationto carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company thatis a European Economic Area (“EEA”) or third country institution or investment firm, that the relevant EEA or third countryrelevant authority is satisfied that the resolution conditions are met in respect of that entity.

 

The U.K. Bail-in Power includesany write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction or cancellation of all,or a portion, of the principal amount of, interest on, or any other amounts payable on, the Notes; (ii) the conversion of all, or a portion,of the principal amount of, interest on, or any other amounts payable on, the Notes into shares or other securities or other obligationsof Barclays Bank PLC or another person (and the issue to, or conferral on, the holder or beneficial owner of the Notes such shares, securitiesor obligations); (iii) the cancellation of the Notes and/or (iv) the amendment or alteration of the maturity of the Notes, or amendmentof the amount of interest or any other amounts due on the Notes, or the dates on which interest or any other amounts become payable, includingby 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 Notessolely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder and beneficialowner of the Notes further acknowledges and agrees that the rights of the holders or beneficial owners of the Notes are subject to, andwill 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 Notes mayhave 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 lawsapplicable in England.

 

For more information, please see“Key Risks— Risks Relating to the Issuer—You may lose some or all of your investment if any U.K. bail-in power is exercisedby the relevant U.K. resolution authority” in this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—RisksRelating to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likelyto fail, including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materiallyadversely affect the value of any securities” and “Risk Factors—Risks Relating to the Securities Generally—Underthe 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.

 

PS-4

 

Investor Suitability

 

The Notes may be suitable for you if:

 

¨You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire principal amount.

 

¨You can tolerate a loss of a significant portion or all of your principal amount and are willing to make an investment that may havethe full downside market risk of an investment in the Least Performing Underlying.

 

¨You are willing and able to accept the individual market risk of each Underlying on each scheduled trading day during the ObservationPeriods and understand that any decline in the level of one Underlying will not be offset or mitigated by a lesser decline or any potentialincrease in the level of the other Underlyings.

 

¨You believe each Underlying is likely to close at or above its Coupon Barrier on each scheduled trading day during each ObservationPeriod, and, if any Underlying does not, you can tolerate receiving few or no Contingent Coupons over the term of the Notes.

 

¨You believe the Final Underlying Level of each Underlying is not likely to be less than its Downside Threshold and, if the Final UnderlyingLevel of any Underlying is less than its Downside Threshold, you can tolerate a loss of a significant portion or all of your principalamount.

 

¨You understand and accept that you will not participate in any appreciation of any Underlying, which may be significant, and thatyour return potential on the Notes is limited to any Contingent Coupons paid on the Notes.

 

¨You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuationsin the levels of the Underlyings.

 

¨You are willing and able to hold Notes that the Issuer may elect to call on any quarterly Observation End Date other than the FinalValuation Date, and you are otherwise willing and able to hold the Notes to maturity and accept that there may be little or no secondarymarket for the Notes.

 

¨You would be willing to invest in the Notes if the Contingent Coupon Rate were set equal to the minimum Contingent Coupon Rate specifiedon the cover of this pricing supplement (the actual Contingent Coupon Rate will be set on the Trade Date).

 

¨You do not seek guaranteed current income from this investment, you are willing to accept the risk of contingent yield and you arewilling to forgo any dividends paid on the securities composing the Underlyings.

 

¨You understand and are willing to accept the risks associated with each Underlying.

 

¨You are willing and able to assume the credit risk of Barclays Bank PLC, as issuer of the Notes, for all payments under the Notesand understand that if Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-inPower, you might not receive any amounts due to you under the Notes, including any repayment of principal.

The Notes may not be suitable for you if:

 

¨You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire principalamount.

 

¨You require an investment designed to provide a full return of principal at maturity, you cannot tolerate a loss of a significantportion or all of your principal amount or you are not willing to make an investment that may have the full downside market risk of aninvestment in the Least Performing Underlying.

 

¨You are unwilling or unable to accept the individual market risk of each Underlying on each scheduled trading day during the ObservationPeriods or do not understand that any decline in the level of one Underlying will not be offset or mitigated by a lesser decline or anypotential increase in the level of the other Underlyings.

 

¨You do not believe each Underlying is likely to close at or above its Coupon Barrier on each scheduled trading day during each ObservationPeriod, or you cannot tolerate receiving few or no Contingent Coupons over the term of the Notes.

 

¨You believe the Final Underlying Level of any Underlying is likely to be less than its Downside Threshold, which could result in atotal loss of your principal amount.

 

¨You seek an investment that participates in the full appreciation of one or more of the Underlyings and whose return is not limitedto any Contingent Coupons paid on the Notes.

 

¨You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuationsin the levels of the Underlyings.

 

¨You are unable or unwilling to hold Notes that the Issuer may elect to call on any quarterly Observation End Date other than the FinalValuation Date, or you are unable or unwilling to hold the Notes to maturity and seek an investment for which there will be an activesecondary market.

 

¨You would be unwilling to invest in the Notes if the Contingent Coupon Rate were set equal to the minimum Contingent Coupon Rate specifiedon the cover of this pricing supplement (the actual Contingent Coupon Rate will be set on the Trade Date).

 

¨You seek guaranteed current income from your investment, you are unwilling to accept the risk of contingent yield or you prefer toreceive any dividends paid on the securities composing the Underlyings.

 

¨You do not understand or are not willing to accept the risks associated with each Underlying.

 

¨You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturitiesand credit ratings.

 

¨You are not willing or are unable to assume the credit risk of Barclays Bank PLC, as issuer of the Notes, for all payments due toyou under the Notes, including any repayment of principal.

  

The suitability considerations identified aboveare not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you shouldreach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered thesuitability of an investment in the Notes in light of your particular circumstances. You should also review carefully the “Key Risks”beginning on page PS-9 of this pricing supplement and the “Risk Factors” beginning on page S-9 of the prospectus supplementfor risks related to an investment in the Notes. For more information about the Underlyings, please see the sections titled “Nasdaq-100Index®,” “Russell 2000® Index” and “S&P 500® Index” below.

 

PS-5

 

Indicative Terms1
Issuer: Barclays Bank PLC
Principal Amount: $10 per Note (subject to minimum investment of 100 Notes)
Term2: Approximately 2.5 years, unless called earlier at the election of the Issuer
Reference Assets3: The Nasdaq-100 Index® (Bloomberg ticker symbol “NDX<Index>”), the Russell 2000® Index (Bloomberg ticker symbol “RTY<Index>”) and the S&P 500® Index (Bloomberg ticker symbol “SPX<Index>”) (each an “Underlying” and together the “Underlyings”)
Issuer Call: The Issuer may elect to call the Notes on any quarterly Observation End Date other than the Final Valuation Date, regardless of the Closing Level of any Underlying on that Observation End Date. If the Notes are called, the Issuer will pay the principal amount of your Notes plus any Contingent Coupon that may be due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you under the Notes.
Observation End Dates2: As set forth under the “Observation End Dates” column of the table under “Observation Periods/Observation End Dates/Coupon Payment Dates/Call Settlement Dates” below. The final Observation End Date, March 24, 2025, is the “Final Valuation Date.”
Observation Periods: The first Observation Period will consist of each scheduled trading day from but excluding the Trade Date to and including the first Observation End Date. Each subsequent Observation Period will consist of each scheduled trading day from but excluding an Observation End Date to and including the next following Observation End Date.
Call Settlement Dates2: As set forth under the “Coupon Payment Dates/Call Settlement Dates” column of the table under “Observation Periods/Observation End Dates/Coupon Payment Dates/Call Settlement Dates” below
Contingent Coupon:

If the Closing Level of each Underlying is greater than or equal to its Coupon Barrier on each scheduled trading day during an Observation Period, the Issuer will pay you the Contingent Coupon applicable to that Observation Period.

If the Closing Level of any Underlying is less than its Coupon Barrier on any scheduled trading day during an Observation Period, the Contingent Coupon applicable to that Observation Period will not accrue or be payable and the Issuer will not make any payment to you on the related Coupon Payment Date.

The Contingent Coupon is a fixed amount potentially payable quarterly based on the per annum Contingent Coupon Rate.

Notwithstanding the foregoing, if a market disruption event occurs with respect to an Underlying on any scheduled trading day during an Observation Period (other than an Observation End Date), that day for that Underlying will be disregarded for purposes of determining whether a Contingent Coupon is payable with respect to that Observation Period.

Coupon Barrier: With respect to each Underlying, a percentage of the Initial Underlying Level of that Underlying, as specified on the cover of this pricing supplement
Coupon Payment Dates2: As set forth under the “Coupon Payment Dates/Call Settlement Dates” column of the table under “Observation Periods/Observation End Dates/Coupon Payment Dates/Call Settlement Dates” below
Contingent Coupon Rate:

The Contingent Coupon Rate is at least 14.00% per annum. Accordingly, the Contingent Coupon with respect to each Observation Period is equal to at least $0.35 per Note and will be payable only for each Observation Period in which the Closing Level of each Underlying is greater than or equal to its Coupon Barrier on each scheduled trading day during that Observation Period. The actual Contingent Coupon amount will be based on the Contingent Coupon Rate as set on the Trade Date.

Whether Contingent Coupons will be paid on the Notes will depend on the performance of the Underlyings. The Issuer will not pay you the Contingent Coupon for any Observation Period in which the Closing Level of any Underlying is less than its Coupon Barrier on any scheduled trading day during that Observation Period.

Payment
at Maturity
(per Note):

If the Issuer does not elect to call the Notes and the Final Underlying Level of each Underlying is greater than or equal to its Downside Threshold, the Issuer will pay you a cash payment on the Maturity Date equal to $10 per Note plus any Contingent Coupon that may be due on the Coupon Payment Date that is also the Maturity Date.

If the Issuer does not elect to call the Notes and the Final Underlying Level of any Underlying is less than its Downside Threshold, the Issuer will pay you a cash payment on the Maturity Date per Note that is less than your principal amount, if anything, resulting in a percentage loss of principal equal to the negative Underlying Return of the Least Performing Underlying, calculated as follows:

$10 × (1 + Underlying Return of the Least Performing Underlying)

Accordingly, you may lose a significant portion or all of your principal at maturity, depending on how much the Least Performing Underlying declines, regardless of the performance of the other Underlyings. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party.

Underlying Return:

With respect to each Underlying:

Final Underlying Level – Initial Underlying Level

Initial Underlying Level

Least Performing Underlying: The Underlying with the lowest Underlying Return
Downside Threshold: With respect to each Underlying, a percentage of the Initial Underlying Level of that Underlying, as specified on the cover of this pricing supplement
Initial Underlying Level: With respect to each Underlying, the Closing Level of that Underlying on the Trade Date
Final Underlying Level: With respect to each Underlying, the Closing Level of that Underlying on the Final Valuation Date
Closing Level3: With respect to each Underlying, Closing Level has the meaning set forth under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement.
Calculation Agent: Barclays Bank PLC
1Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to themin the prospectus supplement.
2In the event that we make any change to the expected Trade Date or Settlement Date, the Observation EndDates, including the Final Valuation Date, the Coupon Payment Dates, the Call Settlement Dates and/or the Maturity Date may be changedto ensure that the stated term of the Notes remains the same. Each Observation End Date may be postponed if that Observation End Dateis not a scheduled trading day with respect to any Underlying or if a market disruption event occurs with respect to any Underlying onthat Observation End Date as described under “Reference Assets—Indices—Market Disruption Events for Securities withan Index of Equity Securities as a Reference Asset” and “Reference Assets—Least or Best Performing Reference Asset—ScheduledTrading Days and Market Disruption Events for Securities Linked to the Reference Asset with the Lowest or Highest Return in a Group ofTwo or More Equity Securities, Exchange-Traded Funds and/or Indices of Equity Securities” in the accompanying prospectus supplement.In addition, a Coupon Payment Date, a Call Settlement Date and/or the Maturity Date will be postponed if that day is not a business dayor if the relevant Observation End Date is postponed as described under “Terms of the Notes—Payment Dates” in the accompanyingprospectus supplement.
3If an Underlying is discontinued or if the sponsor of an Underlying fails to publish that Underlying, the Calculation Agent may selecta successor index or, if no successor index is available, will calculate the value to be used as the Closing Level of that Underlying.In addition, the Calculation Agent will calculate the value to be used as the Closing Level of an Underlying in the event of certain changesin or modifications to that Underlying. For more information, see “Reference Assets—Indices—Adjustments Relating toSecurities with an Index as a Reference Asset” in the accompanying prospectus supplement.

PS-6

 

Investment Timeline

 

  Trade Date:   The Closing Level of each Underlying (the Initial Underlying Level) is observed, the Contingent Coupon Rate is set and the Coupon Barrier and Downside Threshold of each Underlying are determined.
     
  Quarterly (callable by Issuer at its election):  

If the Closing Level of each Underlying is greater than or equal to its Coupon Barrier on each scheduled trading day during an Observation Period, the Issuer will pay you the Contingent Coupon applicable to that Observation Period.

 

However, if the Closing Level of any Underlying is less than its Coupon Barrier on any scheduled trading day during an Observation Period, no Contingent Coupon payment will be made with respect to that Observation Period.

 

The Issuer may, at its election and upon written notice to the trustee, call the Notes on any quarterly Observation End Date other than the Final Valuation Date, regardless of the Closing Level of any Underlying on that Observation End Date. If the Issuer elects to call the Notes, the Issuer will pay the principal amount of your Notes plus any Contingent Coupon that may be due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you under the Notes.

     
  Maturity Date:  

The Final Underlying Level of each Underlying is determined as of the Final Valuation Date.

 

If the Issuer does not elect to call the Notes and the Final Underlying Level of each Underlying is greater than or equal to its Downside Threshold, the Issuer will pay you a cash payment on the Maturity Date equal to $10 per Note plus any Contingent Coupon that may be due on the Coupon Payment Date that is also the Maturity Date.

 

If the Issuer does not elect to call the Notes and the Final Underlying Level of any Underlying is less than its Downside Threshold, the Issuer will pay you a cash payment on the Maturity Date per Note that is less than your principal amount, if anything, resulting in a percentage loss of principal equal to the negative Underlying Return of the Least Performing Underlying, calculated as follows:

 

$10 × (1 + Underlying Return of the Least Performing Underlying)

 

Accordingly, you may lose a significant portion or all of your principal at maturity, depending on how much the Least Performing Underlying declines, regardless of the performance of the other Underlyings.

 

Investing in the Notes involves significantrisks. You may lose a significant portion or all of your principal amount. You may receive few or no Contingent Coupons during the termof the Notes. You will be exposed to the market risk of each Underlying on each scheduled trading day during the Observation Periods andany decline in the level of one Underlying may negatively affect your return and will not be offset or mitigated by a lesser decline orany potential increase in the level of the other Underlyings. The contingent repayment of principal applies only if you hold the Notesto maturity. Generally, the higher the Contingent Coupon Rate on a Note, the greater the risk of loss on that Note. Your return potentialon the Notes is limited to any Contingent Coupons paid on the Notes, and you will not participate in any appreciation of any Underlying.Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteedby 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-inPower by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the Notes.

PS-7

 

Observation Periods*/Observation End Dates/Coupon Payment Dates/Call Settlement Dates
Observation End Dates Coupon Payment Dates / Call Settlement Dates
December 28, 2022 December 30, 2022
March 24, 2023 March 28, 2023
June 26, 2023 June 28, 2023
September 25, 2023 September 27, 2023
December 27, 2023 December 29, 2023
March 25, 2024 March 27, 2024
June 24, 2024 June 26, 2024
September 24, 2024 September 26, 2024
December 24, 2024 December 30, 2024
March 24, 2025** March 27, 2025**
* The first Observation Period will consist of each scheduled trading day from but excluding the Trade Date to and including the first Observation End Date. Each subsequent Observation Period will consist of each scheduled trading day from but excluding an Observation End Date to and including the next following Observation End Date.
** The Issuer may not elect to call the Notes on the Final Valuation Date. Thus, the Maturity Date is not a Call Settlement Date.

PS-8

 

Key Risks

An investment in the Notes involvessignificant risks. Investing in the Notes is not equivalent to investing directly in anyor all of the Underlyings or the securities composing the Underlyings. Some of the risks that apply to an investment in the Notes aresummarized below, but we urge you to read the more detailed explanation of risks relating to the Notes generally in the “Risk Factors”section of the prospectus supplement. You should not purchase the Notes unless you understand and can bear the risks of investing in theNotes.

 

Risks Relating to the Notes Generally

 

¨You may lose a significant portion or all of your principal —The Notes differ from ordinary debt securities in that the Issuer will not necessarily pay the full principal amount of the Notes at maturity.If the Issuer does not elect to call the Notes, at maturity, the Issuer will pay you the principal amount of your Notes only if the FinalUnderlying Level of each Underlying is greater than or equal to its Downside Threshold and will make such payment only at maturity. Ifthe Issuer does not elect to call the Notes and the Final Underlying Level of any Underlying is less than its Downside Threshold, youwill be exposed to the full decline in the Least Performing Underlying and the Issuer will repay less than the full principal amount ofthe Notes at maturity, if anything, resulting in a percentage loss of principal equal to the negative Underlying Return of the Least PerformingUnderlying. Accordingly, you may lose a significant portion or all of your principal.

 

¨You may not receive any Contingent Coupons — The Issuerwill not necessarily make periodic coupon payments on the Notes. If the Closing Level of any Underlying on any scheduled trading day duringan Observation Period is less than its Coupon Barrier, the Issuer will not pay you the Contingent Coupon applicable to that ObservationPeriod. This will be the case even if the Closing Levels of the other Underlyings are greater than or equal to their respective CouponBarriers on each scheduled trading day during that Observation Period, and even if the Closing Level of that Underlying was greater thanor equal to its Coupon Barrier on every other day during that Observation Period. If the Closing Level of any Underlying is less thanits Coupon Barrier on any scheduled trading day during each Observation Period, the Issuer will not pay you any Contingent Coupons duringthe term of the Notes, and you will not receive a positive return on your Notes. Generally, this non-payment of the Contingent Couponcoincides with a period of greater risk of principal loss on your Notes.

 

¨Your return potential on the Notes is limited to any Contingent Couponspaid on the Notes, and you will not participate in any appreciation of any Underlying — The return potential ofthe Notes is limited to the pre-specified per annum Contingent Coupon Rate, regardless of any appreciation of any Underlying. In addition,the total return on the Notes will vary based on the number of Observation Periods in which the Closing Level of each Underlying has beengreater than or equal to its Coupon Barrier on each scheduled trading day during that Observation Period prior to maturity or a call atthe election of the Issuer. Further, if the Notes are called at the election of the Issuer, you will not receive Contingent Coupons orany other payment in respect of any Observation Periods after the applicable Call Settlement Date. Because the Notes could be called asearly as the first Observation End Date, the total return on the Notes could be minimal. If the Notes are not called, you may be subjectto the decline in the level of the Least Performing Underlying even though you will not participate in any appreciation of any Underlying.As a result, the return on an investment in the Notes could be less than the return on a direct investment in any or all of the Underlyingsor the securities composing the Underlyings.

 

¨You are exposed to the market risk of each Underlying —Your return on the Notes is not linked to a basket consisting of the Underlyings. Rather, it will be contingent upon the independent performanceof each Underlying. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated and diversifiedamong all the components of the basket, you will be exposed to the risks related to each Underlying. Poor performance by any Underlyingover the term of the Notes may negatively affect your return and will not be offset or mitigated by any increases or lesser declines inthe level of the other Underlyings. To receive a Contingent Coupon with respect to an Observation Period, the Closing Level of each Underlyingmust be greater than or equal to its Coupon Barrier on each scheduled trading day during that Observation Period. In addition, if theNotes have not been called prior to maturity and the Final Underlying Level of any Underlying is less than its Downside Threshold, youwill be exposed to the full decline in the Least Performing Underlying. Accordingly, your investment is subject to the market risk ofeach Underlying.

 

¨Because the Notes are linked to the Least Performing Underlying, you areexposed to greater risks of no Contingent Coupons and sustaining a significant loss of principal at maturity than if the Notes were linkedto fewer Underlyings — The risk that you will not receive any Contingent Coupons and lose a significant portion or allof your principal amount in the Notes at maturity is greater if you invest in the Notes as opposed to substantially similar securitiesthat are linked to the performance of a single Underlying or two Underlyings. With three Underlyings, it is more likely that the ClosingLevel of at least one Underlying will be less than its Coupon Barrier on any scheduled trading day during the specified Observation Periodsor less than its Downside Threshold on the Final Valuation Date and, therefore, it is more likely that you will not receive any ContingentCoupons and that you will suffer a significant loss of principal at maturity. In addition, the performance of the Underlyings may notbe correlated or may be negatively correlated. The lower the correlation between two Underlyings, the greater the potential for one ofthose Underlyings to close below its Coupon Barrier or Downside Threshold on any scheduled trading day during an Observation Period orthe Final Valuation Date, respectively, and with three Underlyings there is a greater potential that one pair of Underlyings will havelow or negative correlation. See “Correlation of the Underlyings” below.

 

It is impossible to predict what the correlationsbetween the Underlyings will be over the term of the Notes. The Underlyings represent different equity markets. The Nasdaq-100 Index®represents 100 of the largest non-financial companies listed on The Nasdaq Stock Market, the Russell 2000® Index representsthe small-capitalization segment of the United States equity market and the S&P 500® Index represents the large-capitalizationsegment of the United States equity market. These different equity markets may not perform similarly over the term of the Notes.

 

Although the correlation of the Underlyings’performance may change over the term of the Notes, the Contingent Coupon Rate is determined, in part, based on the correlations of theUnderlyings’ performance calculated using our internal models at the time when

 

PS-9

 

the terms of the Notes are finalized. Ahigher Contingent Coupon Rate is generally associated with lower correlation of the Underlyings, which reflects a greater potential formissed Contingent Coupons and for a loss of principal at maturity. The correlations referenced in setting the terms of the Notes are calculatedusing our internal models and are not derived from the returns of the Underlyings over the period set forth under “Correlation ofthe Underlyings” below. In addition, other factors and inputs other than correlation may impact how the terms of the Notes are setand the performance of the Notes.

 

¨If the Issuer does not elect to call the Notes, the payment at maturity,if any, is calculated based solely on the performance of the Least Performing Underlying — If the Issuer doesnot elect to call the Notes pursuant to the Call Feature, the payment at maturity, if any, will be linked solely to the performance ofthe Least Performing Underlying. As a result, in the event that the Final Underlying Level of the Least Performing Underlying is lessthan its Downside Threshold, the Underlying Return of only the Least Performing Underlying will be used to determine the return on yourNotes, and you will not benefit from the performance of the other Underlyings, even if the Final Underlying Level of any of the otherUnderlyings is greater than or equal to its Downside Threshold or Initial Underlying Level.

 

¨Call and reinvestment risk TheIssuer may, in its sole discretion, call the Notes on any quarterly Observation End Date other than the Final Valuation Date regardlessof the Closing Level of any Underlying on that Observation End Date. If the Issuer elects to call the Notes early, the holding periodover which you would receive the per annum Contingent Coupon Rate could be as short as approximately three months. In the event the Issuercalls the Notes, there is no guarantee that you would be able to reinvest the proceeds at a comparable return and/or with a comparableContingent Coupon Rate for a similar level of risk.

 

It is more likely that the Issuer will callthe Notes at its election prior to maturity to the extent that the expected interest payable on the Notes is greater than the interestthat would be payable on other instruments issued by the Issuer of comparable maturity, terms and credit rating trading in the market.The greater likelihood of the Issuer calling the Notes in that environment increases the risk that you will not be able to reinvest theproceeds from the called Notes in an equivalent investment with a similar Contingent Coupon Rate. The Issuer is less likely to call theNotes prior to maturity when the expected interest payable on the Notes is less than the interest that would be payable on other comparableinstruments issued by the Issuer, which includes when the level of any of the Underlyings is less than its Coupon Barrier. Therefore,the Notes are more likely to remain outstanding when the expected interest payable on the Notes is less than what would be payable onother comparable instruments and when your risk of not receiving a Contingent Coupon is relatively higher.

 

¨The Contingent Coupon payments are based on the Closing Level of each Underlyingthroughout the Observation Periods — Whether a Contingent Coupon payment will be made with respect to an ObservationPeriod will be based on the Closing Level of each Underlying on each scheduled trading day during that Observation Period. As a result,you will not know whether you will receive the Contingent Coupon with respect to an Observation Period until the end of that ObservationPeriod. Moreover, because each Contingent Coupon payment is based solely on the Closing Level of each Underlying on any scheduled tradingday during an Observation Period, if the Closing Level of any Underlying on any scheduled trading day during an Observation Period isless than its Coupon Barrier, you will not receive any Contingent Coupon with respect to that Observation Period, even if the ClosingLevel of that Underlying was higher on other days during that Observation Period.

 

¨Any payment on the Notes will be determined based on the Closing Levels of the Underlyings on the dates specified — Anypayment on the Notes will be determined based on the Closing Levels of the Underlyings on the dates specified. You will not benefit fromany more favorable values of the Underlyings determined at any other time.

 

¨Contingent repayment of principal applies only at maturity —You should be willing to hold your Notes to maturity. The market value of the Notes may fluctuate between the date you purchase them andthe Final Valuation Date. If you are able to sell your Notes prior to maturity in the secondary market, if any, you may have to sell themat a loss relative to your principal amount even if at that time the level of any or all of the Underlyings is greater than or equal toits Downside Threshold.

 

¨A higher Contingent Coupon Rate and/or a lower Coupon Barrier and/or DownsideThreshold may reflect greater expected volatility of the Underlyings, which is generally associated with a greater risk of loss —Volatility is a measure of the degree of variation in the levels of the Underlyings over a period of time. The greater the expected volatilitiesof the Underlyings at the time the terms of the Notes are set, the greater the expectation is at that time that you may not receive oneor more, or all, Contingent Coupon payments and that you may lose a significant portion or all of your principal at maturity. In addition,the economic terms of the Notes, including the Contingent Coupon Rate, the Coupon Barrier and the Downside Threshold, are based, in part,on the expected volatilities of the Underlyings at the time the terms of the Notes are set, where higher expected volatilities will generallybe reflected in a higher Contingent Coupon Rate than the fixed rate we would pay on conventional debt securities of the same maturityand/or on otherwise comparable securities and/or a lower Coupon Barrier and/or a lower Downside Threshold as compared to otherwise comparablesecurities. Accordingly, a higher Contingent Coupon Rate will generally be indicative of a greater risk of loss while a lower Coupon Barrieror Downside Threshold does not necessarily indicate that the Notes have a greater likelihood of paying Contingent Coupon payments or returningyour principal at maturity. You should be willing to accept the downside market risk of each Underlying and the potential loss of a significantportion or all of your principal at maturity.

 

¨Owning the Notes is not the same as owning the securities composing anyor all of the Underlyings — The return on your Notes may not reflect the return you would realize if you actually ownedthe securities composing any or all of the Underlyings. As a holder of the Notes, you will not have voting rights or rights to receivedividends or other distributions or other rights that holders of the securities composing any Underlying would have.

 

¨No assurance that the investment view implicit in the Notes will be successful— It is impossible to predict whether and the extent to which the level of any Underlying will rise or fall. There can be no assurancethat the level of any Underlying will not close below its Downside Threshold on the Final Valuation Date. The level of each Underlyingwill be influenced by complex and interrelated

 

PS-10

 

political, economic, financial and otherfactors that affect that Underlying. You should be willing to accept the downside risks associated with equities in general and each Underlyingin particular, and the risk of losing a significant portion or all of your principal amount.

 

¨Tax treatment — Significant aspects of the tax treatmentof the Notes are uncertain. You should consult your tax advisor about your tax situation. See “What Are the Tax Consequences ofan Investment in the Notes?” on page PS-18 of this pricing supplement.

 

Risks Relating to the Issuer

 

¨Credit of Issuer — The Notes are unsecured and unsubordinateddebt obligations of the Issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of any third party. Any paymentto be made on the Notes, including any repayment of principal, is subject to the ability of Barclays Bank PLC to satisfy its obligationsas they come due and is not guaranteed by any third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLCmay affect the market value of the Notes and, in the event Barclays Bank PLC were to default on its obligations, you might not receiveany amount owed to you under the terms of the Notes.

 

¨You may lose some or all of your investment if any U.K. Bail-in Power isexercised by the relevant U.K. resolution authority — Notwithstanding and to theexclusion of any other term of the Notes or any other agreements, arrangements or understandings between Barclays Bank PLC and any holderor beneficial owner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts,agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority as set forthunder “Consent to U.K. Bail-in Power” in this pricing supplement. Accordingly, any U.K. Bail-in Power may be exercised insuch a manner as to result in you and other holders and beneficial owners of the Notes losing all or a part of the value of your investmentin the Notes or receiving a different security from the Notes, which may be worth significantly less than the Notes and which may havesignificantly fewer protections than those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority mayexercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent of, the holders and beneficial ownersof the Notes. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes will not be adefault or an Event of Default (as each term is defined in the senior debt securities indenture) and the trustee will not be liable forany action that the trustee takes, or abstains from taking, in either case, in accordance with the exercise of the U.K. Bail-in Powerby the relevant U.K. resolution authority with respect to the Notes. See “Consent to U.K. Bail-in Power” in this pricing supplementas well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory actionin the event a bank or investment firm in the Group is failing or likely to fail, including the exercise by the relevant U.K. resolutionauthority of a variety of statutory resolution powers, could materially adversely affect the value of any securities” and “RiskFactors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exerciseof any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement.

 

Risks Relating to the Underlyings

 

¨Each Underlying reflects the price return of the securities composing thatUnderlying, not the total return — The return on the Notes is based on the performance of the Underlyings, which reflectchanges in the market prices of the securities composing each Underlying. Each Underlying is not a “total return” index that,in addition to reflecting those price returns, would also reflect dividends paid on the securities composing the applicable Underlying.Accordingly, the return on the Notes will not include such a total return feature.

 

¨Adjustments to the Underlyings could adversely affect the value of theNotes — The sponsor of an Underlying may add, delete, substitute or adjust the securities composing that Underlying ormake other methodological changes to that Underlying that could affect its performance. The Calculation Agent will calculate the valueto be used as the Closing Level of an Underlying in the event of certain material changes in or modifications to that Underlying. In addition,the sponsor of an Underlying may also discontinue or suspend calculation or publication of that Underlying at any time. Under these circumstances,the Calculation Agent may select a successor index that the Calculation Agent determines to be comparable to the discontinued Underlyingor, if no successor index is available, the Calculation Agent will determine the value to be used as the Closing Level of that Underlying.Any of these actions could adversely affect the value of the relevant Underlying and, consequently, the value of the Notes. See “ReferenceAssets—Indices—Adjustments Relating to Securities with an Index as a Reference Asset” in the accompanying prospectussupplement.

 

¨Non-U.S. securities risks with respect to theNasdaq-100 Index® — Some of the equity securities composing theNasdaq-100 Index® are issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equitysecurities, such as the Notes, involve risks associated with the home countries of the issuers of those non-U.S. equity securities. Theprices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or globalregions, including changes in government, economic and fiscal policies and currency exchange laws.

 

¨The Notes are subject to small-capitalization companies risk with respectto the Russell 2000® Index — The Russell 2000® Index tracks companies that are consideredsmall-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity thanlarge-capitalization companies, and therefore securities linked to the Russell 2000® Index may be more volatile than aninvestment linked to an index with component stocks issued by large-capitalization companies. Stock prices of small-capitalization companiesare also more vulnerable than those of large-capitalization companies to adverse business and economic developments. In addition, small-capitalizationcompanies are typically less stable financially than large-capitalization companies and may depend on a small number of key personnel,making them more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst coverage and may bein early, and less predictable, periods of their corporate existences. Such companies tend to have smaller revenues, less diverse productlines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalizationcompanies and are more susceptible to adverse developments related to their products.

 

Risks Relating to Conflicts of Interest

 

¨Dealer incentives — We, the Agents and affiliates of theAgents act in various capacities with respect to the Notes. The Agents and various affiliates may act as a principal, agent or dealerin connection with the Notes. Such Agents, including the sales representatives of

 

PS-11

 

UBS Financial Services Inc., will derivecompensation from the distribution of the Notes and such compensation may serve as an incentive to sell these Notes instead of other investments.We will pay compensation as specified on the cover of this pricing supplement to the Agents in connection with the distribution of theNotes, and such compensation may be passed on to affiliates of the Agents or other third party distributors.

 

¨Potentially inconsistent research, opinions or recommendations by BarclaysCapital Inc., UBS Financial Services Inc. or their respective affiliates — Barclays Capital Inc., UBS Financial ServicesInc. or their respective affiliates and agents may publish research from time to time on financial markets and other matters that mayinfluence the value of the Notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding theNotes. Any research, opinions or recommendations expressed by Barclays Capital Inc., UBS Financial Services Inc. or their respective affiliatesor agents may not be consistent with each other and may be modified from time to time without notice. You should make your own independentinvestigation of the merits of investing in the Notes and each Underlying.

 

¨Potential Barclays Bank PLC impact on the levels of the Underlyings— Trading or transactions by Barclays Bank PLC or its affiliates in the securities composing the Underlyings and/or over-the-counteroptions, futures or other instruments with returns linked to the performance of any or all Underlyings or the securities composing theUnderlyings, may adversely affect the level of any Underlying and, therefore, the market value of the Notes.

 

¨We and our affiliates may engage in various activities or make determinationsthat could materially affect your Notes in various ways and create conflicts of interest — We and our affiliates playa variety of roles in connection with the issuance of the Notes, as described below. In performing these roles, our and our affiliates’economic interests are potentially adverse to your interests as an investor in the Notes.

 

In connection with our normal business activitiesand in connection with hedging our obligations under the Notes, we and our affiliates make markets in and trade various financial instrumentsor products for our accounts and for the account of our clients and otherwise provide investment banking and other financial serviceswith respect to these financial instruments and products. These financial instruments and products may include securities, derivativeinstruments or assets that may relate to the Underlyings or their components. In any such market making, trading and hedging activity,investment banking and other financial services, we or our affiliates may take positions or take actions that are inconsistent with, oradverse to, the investment objectives of the holders of the Notes. We and our affiliates have no obligation to take the needs of any buyer,seller or holder of the Notes into account in conducting these activities. Such market making, trading and hedging activity, investmentbanking and other financial services may negatively impact the value of the Notes.

 

In addition, the role played by BarclaysCapital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of Barclays Bank PLC, as issuerof the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the distributionof the Notes and such compensation or financial benefit may serve as an incentive to sell the Notes instead of other investments. Furthermore,we and our affiliates establish the offering price of the Notes for initial sale to the public, and the offering price is not based uponany independent verification or valuation.

 

In addition to the activities describedabove, we will also act as the Calculation Agent for the Notes. As Calculation Agent, we will determine any values of the Underlyingsand make any other determinations necessary to calculate any payments on the Notes. In making these determinations, we may be requiredto make discretionary judgments, including determining whether a market disruption event has occurred on any date that the value of anUnderlying is to be determined; if an Underlying is discontinued or if the sponsor of an Underlying fails to publish that Underlying,selecting a successor index or, if no successor index is available, determining any value necessary to calculate any payments on the Notes;and calculating the value of an Underlying on any date of determination in the event of certain changes in or modifications to an Underlying.In making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the Notes,and any of these determinations may adversely affect any payments on the Notes.

 

Risks Relating to the Estimated Valueof the Notes and the Secondary Market

 

¨There may be little or no secondary market for the Notes —The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to makea secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any time, withoutnotice. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Becauseother dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likelyto depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes.The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.

 

¨Many economic and market factors will impact the value of the Notes —Structured notes, including the Notes, can be thought of as securities that combine a debt instrument with one or more options or otherderivative instruments. As a result, the factors that influence the values of debt instruments and options or other derivative instrumentswill also influence the terms and features of the Notes at issuance and their value in the secondary market. Accordingly, in additionto the levels of the Underlyings on any day, the value of the Notes will be affected by a number of economic and market factors that mayeither offset or magnify each other, including:

 

¨the expected volatility of the Underlyings and the securitiescomposing the Underlyings;

 

¨correlation (or lack of correlation) of the Underlyings;

 

¨the time to maturity of the Notes;

 

¨the market prices of, and dividend rates on, the securitiescomposing the Underlyings;

 

PS-12

 

¨interest and yield rates in the market generally;

 

¨supply and demand for the Notes;

 

¨a variety of economic, financial, political, regulatory andjudicial events; and

 

¨our creditworthiness, including actual or anticipated downgradesin our credit ratings.

 

¨The estimated value of your Notes is expected to be lower than the initialissue price of your Notes — The estimated value of your Notes on the Trade Date is expected to be lower, and may be significantlylower, than the initial issue price of your Notes. The difference between the initial issue price of your Notes and the estimated valueof the Notes is expected as a result of certain factors, such as any sales commissions expected to be paid to Barclays Capital Inc. oranother 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 Notes, the estimated cost thatwe may incur in hedging our obligations under the Notes, and estimated development and other costs that we may incur in connection withthe Notes.

 

¨The estimated value of your Notes might be lower if such estimated valuewere based on the levels at which our debt securities trade in the secondary market — The estimated value of your Noteson the Trade Date is based on a number of variables, including our internal funding rates. Our internal funding rates may vary from thelevels at which our benchmark debt securities trade in the secondary market. As a result of this difference, the estimated values referencedabove might be lower if such estimated values were based on the levels at which our benchmark debt securities trade in the secondary market.Also, this difference in funding rate as well as certain factors, such as sales commissions, selling concessions, estimated costs andprofits mentioned below, reduces the economic terms of the Notes to you.

 

¨The estimated value of the Notes is based on our internal pricing models,which may prove to be inaccurate and may be different from the pricing models of other financial institutions — The estimatedvalue of your Notes on the Trade Date is based on our internal pricing models, which take into account a number of variables and are basedon a number of subjective assumptions, which may or may not materialize. These variables and assumptions are not evaluated or verifiedon an independent basis. Further, our pricing models may be different from other financial institutions’ pricing models and themethodologies used by us to estimate the value of the Notes may not be consistent with those of other financial institutions that maybe purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your Notes may be materially differentfrom the estimated value of the Notes determined by reference to our internal pricing models.

 

¨The estimated value of your Notes is not a prediction of the prices atwhich you may sell your Notes in the secondary market, if any, and such secondary market prices, if any, will likely be lower than theinitial issue price of your Notes and may be lower than the estimated value of your Notes — The estimated value of theNotes will not be a prediction of the prices at which Barclays Capital Inc., other affiliates of ours or third parties may be willingto purchase the Notes 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 Notes in the secondary market at any time will be influenced by many factors that cannotbe predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than our estimatedvalue of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities tradein the secondary market, and do not take into account our various costs related to the Notes such as fees, commissions, discounts, andthe costs of hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the initial issueprice of your Notes. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties may be willing topurchase the Notes from you in secondary market transactions, if any, will likely be lower than the price you paid for your Notes, andany sale prior to the Maturity Date could result in a substantial loss to you.

 

¨The temporary price at which we may initially buy the Notes in the secondarymarket and the value we may initially use for customer account statements, if we provide any customer account statements at all, may notbe indicative of future prices of your Notes — Assuming that all relevant factors remain constant after the Trade Date,the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market (if Barclays Capital Inc. makes amarket in the Notes, which it is not obligated to do) and the value that we may initially use for customer account statements, if we provideany customer account statements at all, may exceed our estimated value of the Notes on the Trade Date, as well as the secondary marketvalue of the Notes, for a temporary period after the initial issue date of the Notes. The price at which Barclays Capital Inc. may initiallybuy or sell the Notes in the secondary market and the value that we may initially use for customer account statements may not be indicativeof future prices of your Notes. Please see “Additional Information Regarding Our Estimated Value of the Notes” on page PS-3for further information.

 

PS-13

 

Hypothetical Examples

 

Hypothetical terms only. Actual terms may vary.See the cover page for actual offering terms.

 

The examples below illustrate the payment upon a call or at maturityfor a $10 principal amount Note on a hypothetical offering of the Notes under various scenarios, with the assumptions set forth below.*You should not take these examples as an indication or assurance of the expected performance of the Notes. The examples below do not takeinto account any tax consequences from investing in the Notes. Numbers appearing in the examples below have been rounded for ease of analysis.In these examples, we refer to the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500®Index as the “NDX Index,” the “RTY Index” and the “SPX Index,” respectively.

 

Term: Approximately 2.5 years (unless called earlier at the election of the Issuer)
Hypothetical Contingent Coupon Rate: 14.00% per annum (or 3.50% per quarter) (the minimum Contingent Coupon Rate that may be set on the Trade Date)
Hypothetical Contingent Coupon: $0.35 per quarter
Hypothetical Initial Underlying Level: 100.00 for the NDX Index, 100.000 for the RTY Index and 100.00 for the SPX Index
Hypothetical Coupon Barrier: 65.00 for the NDX Index, 65.000 for the RTY Index and 65.00 for the SPX Index (which, with respect to each Underlying, is 65.00% of the hypothetical Initial Underlying Level of that Underlying)
Hypothetical Downside Threshold: 60.00 for the NDX Index, 60.000 for the RTY Index and 60.00 for the SPX Index (which, with respect to each Underlying, is 60.00% of the hypothetical Initial Underlying Level of that Underlying)
Observation Periods/Observation End Dates: Quarterly, as set forth under “Indicative Terms” and “Observation Periods/Observation End Dates/Coupon Payment Dates/Call Settlement Dates” in this pricing supplement.
   
*Terms used for purposes of these hypothetical examples may not represent the actual Contingent Coupon Rate per annum, Initial UnderlyingLevels, Coupon Barriers or Downside Thresholds. The actual Contingent Coupon Rate per annum will be set on the Trade Date. The hypotheticalInitial Underlying Levels of 100.00 for the NDX Index, 100.000 for the RTY Index and 100.00 for the SPX Index have been chosen for illustrativepurposes only and may not represent likely actual Initial Underlying Levels for the Underlyings. The actual Initial Underlying Level,Coupon Barrier and Downside Threshold of each Underlying will be based on the Closing Level of that Underlying on the Trade Date. Forhistorical Closing Levels of the Underlyings, please see the historical information set forth under the sections titled “Nasdaq-100Index®,” “Russell 2000® Index” and “S&P 500® Index” below.We cannot predict the Closing Level of any Underlying on any day during the term of the Notes, including on any scheduled trading dayduring any Observation Period or on the Final Valuation Date.

 

The examples below are purely hypothetical. These examples are intendedto illustrate (a) the effect of an Issuer-elected call, (b) how the payment of a Contingent Coupon with respect to any Observation Periodwill depend on whether the Closing Level of any Underlying is less than its Coupon Barrier on any scheduled trading day during that ObservationPeriod, (c) how the value of the payment at maturity on the Notes will depend on whether the Final Underlying Level of any Underlyingis less than its Downside Threshold and (d) how the total return on the Notes may be less than the total return on a direct investmentin any or all of the Underlyings in certain scenarios. The “total return” as used in this pricing supplement is the number,expressed as a percentage, that results from comparing the total payments per Note over the term of the Notes to the $10 principal amount.

 

Example 1 — Issuer Elects to Call the Notes on the Second ObservationEnd Date

 

Observation Period   Lowest Closing Level During Observation Period   Payment (per Note)
First Observation Period  

NDX Index: 105.00

 

RTY Index: 110.000

 

SPX Index: 90.00

 

  Notes NOT called at the election of the Issuer. Closing Level of each Underlying at or above its Coupon Barrier on each scheduled trading day during first Observation Period; Issuer pays Contingent Coupon of $0.35 on first Coupon Payment Date.
Second Observation Period  

NDX Index: 80.00

 

RTY Index: 85.000

 

SPX Index: 90.00

 

  Issuer elects to call the Notes. Closing Level of each Underlying at or above its Coupon Barrier on each scheduled trading day during second Observation Period; Issuer pays principal plus Contingent Coupon of $0.35 on Call Settlement Date.
Total Payments (per Note):   Payment on Call Settlement Date: $10.35 ($10.00 + $0.35)
    Prior Contingent Coupons: $0.35 ($0.35 × 1)
    Total: $10.70
    Total Return: 7.00%

 

On the second Observation End Date, the Issuer elects to call the Notes.Because the Closing Level of each Underlying is at or above its applicable Coupon Barrier on each scheduled trading day during the secondObservation Period, the Issuer will pay you on the Call Settlement Date $10.35 per Note, which is equal to your principal amount plusthe Contingent Coupon due on the Coupon Payment Date that is also the Call Settlement Date. No further amounts will be owed to you underthe Notes.

 

PS-14

 

In addition, because the Closing Level of each Underlying was greaterthan or equal to its Coupon Barrier on each scheduled trading day during the first Observation Period, the Issuer will pay the ContingentCoupon of $0.35 on the first Coupon Payment Date. Accordingly, the Issuer will have paid a total of $10.70 per Note for a total returnof 7.00% on the Notes.

 

Example 2 — Notes Are NOT Called and the Final Underlying Levelof Each Underlying Is At or Above Its Downside Threshold and a Contingent Coupon Is Paid on the Maturity Date

 

Observation Period   Lowest Closing Level in Observation Period   Final Underlying Level   Payment (per Note)
First Observation Period  

NDX Index: 115.00

 

RTY Index: 110.000

 

SPX Index: 105.00

 

  N/A   Notes NOT called at the election of the Issuer. Closing Level of each Underlying at or above its Coupon Barrier on each scheduled trading day during first Observation Period; Issuer pays Contingent Coupon of $0.35 on first Coupon Payment Date.
Second Observation Period  

NDX Index: 80.00

 

RTY Index: 65.000

 

SPX Index: 90.00

 

  N/A   Notes NOT called at the election of the Issuer. Closing Level of each Underlying at or above its Coupon Barrier on each scheduled trading day during second Observation Period; Issuer pays Contingent Coupon of $0.35 on second Coupon Payment Date.
Third to Ninth Observation Periods   Various (at least one Underlying below Coupon Barrier)   N/A  

Notes NOT called at the election of the Issuer. Closing Level of at least one Underlying below its Coupon Barrier on at least one scheduled trading day during each of the third to ninth Observation Periods; Issuer DOES NOT pay Contingent Coupon on any of the third to ninth Coupon Payment Dates.

 

Tenth Observation Period (the final Observation Period ending on the Final Valuation Date)  

NDX Index: 105.00

 

RTY Index: 75.000

 

SPX Index: 65.00

 

 

NDX Index: 110.00

 

RTY Index: 80.000

 

SPX Index: 65.00

 

  Notes NOT callable. Final Underlying Level of each Underlying at or above its Downside Threshold. Closing Level of each Underlying at or above its Coupon Barrier on each scheduled trading day during the final Observation Period; Issuer pays principal plus Contingent Coupon of $0.35 on Maturity Date.
Total Payments (per Note):   Payment at Maturity: $10.35 ($10.00 + $0.35)
    Prior Contingent Coupons: $0.70 ($0.35 × 2)
    Total: $11.05
    Total Return: 10.50%
       

In this example, the Issuer does not elect to call the Notes and theNotes remain outstanding until maturity. Because the Final Underlying Level of each Underlying is greater than or equal to its DownsideThreshold and the Closing Level of each Underlying is greater than or equal to its Coupon Barrier on each scheduled trading day duringthe final Observation Period, the Issuer will pay you on the Maturity Date $10.35 per Note, which is equal to your principal amount plusthe Contingent Coupon due on the Coupon Payment Date that is also the Maturity Date.

 

In addition, because the Closing Level of each Underlying was greaterthan or equal to its Coupon Barrier on each scheduled trading day during the first and second Observation Periods, the Issuer will paythe Contingent Coupon of $0.35 on each of the first and second Coupon Payment Dates. However, because the Closing Level of at least oneUnderlying was less than its Coupon Barrier on at least one scheduled trading day during the third through ninth Observation Periods,the Issuer will not pay any Contingent Coupon on the Coupon Payment Dates following the Observation End Dates on which those ObservationPeriods end. Accordingly, the Issuer will have paid a total of $11.05 per Note for a total return of 10.50% on the Notes.

 

PS-15

 

Example 3 — Notes Are NOT Called and the Final Underlying Levelof Each Underlying Is At or Above Its Downside Threshold But No Contingent Coupon Is Paid on the Maturity Date

 

Observation Period   Lowest Closing Level in Observation Period   Final Underlying Level   Payment (per Note)
First Observation Period  

NDX Index: 115.00

 

RTY Index: 110.000

 

SPX Index: 105.00

 

  N/A   Notes NOT called at the election of the Issuer. Closing Level of each Underlying at or above its Coupon Barrier on each scheduled trading day during first Observation Period; Issuer pays Contingent Coupon of $0.35 on first Coupon Payment Date.
Second Observation Period  

NDX Index: 80.00

 

RTY Index: 75.000

 

SPX Index: 90.00

 

  N/A   Notes NOT called at the election of the Issuer. Closing Level of each Underlying at or above its Coupon Barrier on each scheduled trading day during second Observation Period; Issuer pays Contingent Coupon of $0.35 on second Coupon Payment Date.
Third to Ninth Observation Periods   Various (at least one Underlying below Coupon Barrier)   N/A  

Notes NOT called at the election of the Issuer. Closing Level of at least one Underlying below its Coupon Barrier on at least one scheduled trading day during each of the third to ninth Observation Periods; Issuer DOES NOT pay Contingent Coupon on any of the third to ninth Coupon Payment Dates.

 

Tenth Observation Period (the final Observation Period ending on the Final Valuation Date)  

NDX Index: 90.00

 

RTY Index: 50.000

 

SPX Index: 65.00

 

 

NDX Index: 95.00

 

RTY Index: 65.000

 

SPX Index: 85.00

 

  Notes NOT callable. Final Underlying Level of each Underlying at or above its Downside Threshold. Closing Level of RTY Index below its Coupon Barrier on at least one scheduled trading day during final Observation Period; Issuer repays principal but does not pay any Contingent Coupon on Maturity Date.
Total Payments (per Note):   Payment at Maturity: $10.00
    Prior Contingent Coupons: $0.70 ($0.35 × 2)
    Total: $10.70
    Total Return: 7.00%
       

In this example, the Issuer does not elect to call the Notes and theNotes remain outstanding until maturity. Because the Final Underlying Level of each Underlying is greater than or equal to its DownsideThreshold but the Closing Level of at least one Underlying is less than its Coupon Barrier on at least one scheduled trading day duringthe final Observation Period, the Issuer will pay you on the Maturity Date $10.00 per Note, which is equal to your principal amount, butthe Issuer will not pay any Contingent Coupon on the Coupon Payment Date that is also the Maturity Date.

 

In addition, because the Closing Level of each Underlying was greaterthan or equal to its Coupon Barrier on each scheduled trading day during the first and second Observation Periods, the Issuer will paythe Contingent Coupon of $0.35 on each of the first and second Coupon Payment Dates. However, because the Closing Level of at least oneUnderlying was less than its Coupon Barrier on at least one scheduled trading day during the third through ninth Observation Periods,the Issuer will not pay any Contingent Coupon on the Coupon Payment Dates following the Observation End Dates on which those ObservationPeriods end. Accordingly, the Issuer will have paid a total of $10.70 per Note for a total return of 7.00% on the Notes.

 

PS-16

 

Example 4 — Notes Are NOT Called and the Final Underlying Levelof At Least One Underlying Is Below Its Downside Threshold

 

Observation Period   Lowest Closing Level in Observation Period   Final Underlying Level   Payment (per Note)
First Observation Period  

NDX Index: 40.00

 

RTY Index: 45.000

 

SPX Index: 30.00

 

  N/A   Notes NOT called at the election of the Issuer. Closing Level of each Underlying below its Coupon Barrier on at least one scheduled trading day during first Observation Period; Issuer DOES NOT pay Contingent Coupon on first Coupon Payment Date.
Second Observation Period  

NDX Index: 105.00

 

RTY Index: 45.000

 

SPX Index: 80.00

 

  N/A   Notes NOT called at the election of the Issuer. Closing Level of RTY Index below its Coupon Barrier on at least one scheduled trading day during second Observation Period; Issuer DOES NOT pay Contingent Coupon on second Coupon Payment Date.
Third to Ninth Observation Periods   Various (at least one Underlying below Coupon Barrier)   N/A  

Notes NOT called at the election of the Issuer. Closing Level of at least one Underlying below its Coupon Barrier on at least one scheduled trading day during each of the third to ninth Observation Periods; Issuer DOES NOT pay Contingent Coupon on any of the third to ninth Coupon Payment Dates.

 

Tenth Observation Period (the final Observation Period ending on the Final Valuation Date)  

NDX Index: 45.00

 

RTY Index: 110.000

 

SPX Index: 80.00

 

 

NDX Index: 45.00

 

RTY Index: 110.000

 

SPX Index: 80.00

 

  Notes NOT callable. Closing Level of NDX Index below its Coupon Barrier and Downside Threshold; Issuer DOES NOT pay Contingent Coupon on Maturity Date; Issuer repays less than the principal amount resulting in a percentage loss of principal equal to the decline of the Least Performing Underlying.
Total Payments (per Note):   Payment at Maturity: $4.50
    Prior Contingent Coupons: $0.00
    Total: $4.50
    Total Return: -55.00%

 

In this example, the Issuer does not elect to call the Notes and theNotes remain outstanding until maturity. Because the Final Underlying Level of at least one Underlying is less than its Downside Thresholdon the Final Valuation Date, at maturity, the Issuer will pay you a total of $4.50 per Note,for a total return of -55.00% on the Notes, calculated as follows:

 

$10 × (1 + Underlying Return of the LeastPerforming Underlying)

 

Step 1: Calculate the Underlying Return of each Underlying:

 

Underlying Return of the NDX Index:

 

Final Underlying Level – Initial Underlying Level = 45.00 – 100.00 = -55.00%
Initial Underlying Level 100.00

 

Underlying Return of the RTY Index:

 

Final Underlying Level – Initial Underlying Level = 110.000 – 100.000 = 10.00%
Initial Underlying Level 100.000

 

Underlying Return of the SPX Index:

 

Final Underlying Level – Initial Underlying Level = 80.00 – 100.00 = -20.00%
Initial Underlying Level 100.00

 

Step 2: Determine the Least Performing Underlying. The NDX Indexis the Underlying with the lowest Underlying Return.

 

Step 3: Calculate the Payment at Maturity:

 

$10 × (1 + Underlying Return of the LeastPerforming Underlying) = $10 × (1 + -55.00%) = $4.50

 

In addition, because the Closing Level of at least one Underlying isless than its Coupon Barrier on at least one scheduled trading day during each Observation Period, the Issuer will not pay any ContingentCoupons over the term of the Notes.

 

PS-17

 

What Are the Tax Consequences of an Investment in the Notes?

You should review carefully the sections in the accompanying prospectussupplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated asPrepaid Forward or Derivative Contracts with Associated Contingent Coupons” and, if you are a non-U.S. holder, “—TaxConsequences to Non-U.S. Holders.” The following discussion supersedes the discussion in the accompanying prospectus supplementto the extent it is inconsistent therewith.

 

In determining our reporting responsibilities, if any, we intend totreat (i) the Notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons and (ii) anyContingent Coupons as ordinary income, as described in the section entitled “Material U.S. Federal Income Tax Consequences—TaxConsequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts with Associated Contingent Coupons”in the accompanying prospectus supplement. Our special tax counsel, Davis Polk & Wardwell LLP, has advised that it believes this treatmentto be reasonable, but that there are other reasonable treatments that the Internal Revenue Service (the “IRS”) or a courtmay adopt.

 

Sale, Exchange or Redemption of a Note. Assuming the treatmentdescribed above is respected, upon a sale or exchange of the Notes (including upon early redemption or redemption at maturity), you shouldrecognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and your tax basis in the Notes,which should equal the amount you paid to acquire the Notes (assuming Contingent Coupons are properly treated as ordinary income, consistentwith the position referred to above). This gain or loss should be short-term capital gain or loss unless you hold the Notes for more thanone year, in which case the gain or loss should be long-term capital gain or loss, whether or not you are an initial purchaser of theNotes at the issue price. The deductibility of capital losses is subject to limitations. If you sell your Notes between the time yourright to a Contingent Coupon is fixed and the time it is paid, it is likely that you will be treated as receiving ordinary income equalto the Contingent Coupon. Although uncertain, it is possible that proceeds received from the sale or exchange of your Notes prior to anObservation End Date but that can be attributed to an expected Contingent Coupon payment could be treated as ordinary income. You shouldconsult your tax advisor regarding this issue.

 

As noted above, there are other reasonable treatments that the IRS ora court may adopt, in which case the timing and character of any income or loss on the Notes could be materially affected. In addition,in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaidforward contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instrumentsto accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character ofincome or loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which theinstruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulationsor other guidance promulgated after consideration of these issues could materially affect the tax consequences of an investment in theNotes, possibly with retroactive effect. You should consult your tax advisor regarding the U.S. federal income tax consequences of aninvestment in the Notes, including possible alternative treatments and the issues presented by this notice.

 

Non-U.S. Holders. Insofar as we have responsibility as a withholdingagent, we do not currently intend to treat Contingent Coupon payments to non-U.S. holders (as defined in the accompanying prospectus supplement)as subject to U.S. withholding tax. However, non-U.S. holders should in any event expect to be required to provide appropriate Forms W-8or other documentation in order to establish an exemption from backup withholding, as described under the heading “—InformationReporting and Backup Withholding” in the accompanying prospectus supplement. If any withholding is required, we will not be requiredto pay any additional amounts with respect to amounts withheld.

 

Treasury regulations under Section 871(m) generally impose a withholdingtax on certain “dividend equivalents” under certain “equity linked instruments.” A recent IRS notice excludesfrom the scope of Section 871(m) instruments issued prior to January 1, 2025 that do not have a “delta of one” with respectto underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”).Based on our determination that the Notes do not have a “delta of one” within the meaning of the regulations, we expect thatthese regulations should not apply to the Notes with regard to non-U.S. holders. Our determination is not binding on the IRS, and theIRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, includingwhether you enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potentialapplication of Section 871(m) will be provided in the pricing supplement for the Notes. You should consult your tax advisor regardingthe potential application of Section 871(m) to the Notes.

 

PS-18

 

Nasdaq-100 Index®

The Nasdaq-100 Index® (the “NDX Index”) isa modified market capitalization-weighted index that is designed to measure the performance of 100 of the largest non-financial companieslisted on The Nasdaq Stock Market. For more information about the NDX Index, see “Indices—The Nasdaq-100 Index®”in the accompanying underlying supplement.

 

Historical Information

 

The following graph sets forth the historical performance of the NDXIndex from January 2, 2008 through September 21, 2022, based on the daily Closing Levels of the NDX Index. The Closing Level of the NDXIndex on September 21, 2022 was 11,637.79. The dotted lines represent a hypothetical Coupon Barrier and a hypothetical Downside Thresholdof 7,564.56 and 6,982.67, respectively, which are equal to 65.00% and 60.00%, respectively, of the Closing Level of the NDX Index on September21, 2022. The actual Coupon Barrier and Downside Threshold for the NDX Index will be determined on the Trade Date and will be based onthe Initial Underlying Level of the NDX Index.

 

We obtained the Closing Levels of the NDX Index from Bloomberg Professional®service (“Bloomberg”), without independent verification. Historical performance of the NDX Index should not be taken as anindication of future performance. Future performance of the NDX Index may differ significantly from historical performance, and no assurancecan be given as to the Closing Level of the NDX Index during the term of the Notes, including on any scheduled trading day during an ObservationPeriod or on the Final Valuation Date. We cannot give you assurance that the performance of the NDX Index will not result in a loss ofyour principal amount.

 

 

PASTPERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

 

PS-19

 

Russell 2000® Index

The Russell 2000® Index (the “RTY Index”)measures the capitalization-weighted price performance of 2,000 U.S. small-capitalization stocks listed on eligible U.S. exchanges andis designed to track the performance of the small-capitalization segment of the U.S. equity market. For more information about the RTYIndex, see “Indices—The Russell Indices” in the accompanying underlying supplement.

 

Historical Information

 

The following graph sets forth the historical performance of the RTYIndex from January 2, 2008 through September 21, 2022, based on the daily Closing Levels of the RTY Index. The Closing Level of the RTYIndex on September 21, 2022 was 1,762.158. The dotted lines represent a hypothetical Coupon Barrier and a hypothetical Downside Thresholdof 1,145.403 and 1,057.295, respectively, which are equal to 65.00% and 60.00%, respectively, of the Closing Level of the RTY Index onSeptember 21, 2022. The actual Coupon Barrier and Downside Threshold for the RTY Index will be determined on the Trade Date and will bebased on the Initial Underlying Level of the RTY Index.

 

We obtained the Closing Levels of the RTY Index from Bloomberg, withoutindependent verification. Historical performance of the RTY Index should not be taken as an indication of future performance. Future performanceof the RTY Index may differ significantly from historical performance, and no assurance can be given as to the Closing Level of the RTYIndex during the term of the Notes, including on any scheduled trading day during an Observation Period or on the Final Valuation Date.We cannot give you assurance that the performance of the RTY Index will not result in a loss of your principal amount.

 

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURERESULTS.

 

PS-20

 

S&P 500® Index

The S&P 500® Index (the “SPX Index”)consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information aboutthe SPX Index, see “Indices—The S&P U.S. Indices” in the accompanying underlying supplement.

 

Historical Information

 

The following graph sets forth the historical performance of the SPXIndex from January 2, 2008 through September 21, 2022, based on the daily Closing Levels of the SPX Index. The Closing Level of the SPXIndex on September 21, 2022 was 3,789.93. The dotted lines represent a hypothetical Coupon Barrier and a hypothetical Downside Thresholdof 2,463.45 and 2,273.96, respectively, which are equal to 65.00% and 60.00%, respectively, of the Closing Level of the SPX Index on September21, 2022. The actual Coupon Barrier and Downside Threshold for the SPX Index will be determined on the Trade Date and will be based onthe Initial Underlying Level of the SPX Index.

 

We obtained the Closing Levels of the SPX Index from Bloomberg, withoutindependent verification. Historical performance of the SPX Index should not be taken as an indication of future performance. Future performanceof the SPX Index may differ significantly from historical performance, and no assurance can be given as to the Closing Level of the SPXIndex during the term of the Notes, including on any scheduled trading day during an Observation Period or on the Final Valuation Date.We cannot give you assurance that the performance of the SPX Index will not result in a loss of your principal amount.

 

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURERESULTS.

 

PS-21

 

Correlation of the Underlyings

The following graph sets forth the historical performances of the Nasdaq-100Index®, the Russell 2000® Index and the S&P 500® Index from January 2, 2008 through September21, 2022, based on the daily Closing Levels of the Underlyings. For comparison purposes, each Underlying has been normalized to have aClosing Level of 100.00 on January 2, 2008 by dividing the Closing Level of that Underlying on each day by the Closing Level of that Underlyingon January 2, 2008 and multiplying by 100.00.

 

We obtained the Closing Levels used to determine the normalized ClosingLevels set forth below from Bloomberg, without independent verification. Historical performance of the Underlyings should not be takenas an indication of future performance. Future performance of the Underlyings may differ significantly from historical performance, andno assurance can be given as to the Closing Levels of the Underlyings during the term of the Notes, including on any scheduled tradingday during an Observation Period or on the Final Valuation Date. We cannot give you assurance that the performances of the Underlyingswill not result in a loss of your principal amount.

 

 

PAST PERFORMANCE AND CORRELATION OF THE UNDERLYINGSARE NOT INDICATIVE OF FUTURE PERFORMANCE OR CORRELATION.

 

The correlation of a pair of Underlyings represents a statistical measurementof the degree to which the returns of those Underlyings were similar to each other over a given period in terms of timing and direction.The correlation between a pair of Underlyings is scaled from 1.0 to -1.0, with 1.0 indicating perfect positive correlation (i.e., thevalue of both Underlyings are increasing together or decreasing together and the ratio of their returns has been constant), 0 indicatingno correlation (i.e., there is no statistical relationship between the returns of that pair of Underlyings) and -1.0 indicating perfectnegative correlation (i.e., as the value of one Underlying increases, the value of the other Underlying decreases and the ratio of theirreturns has been constant).

 

The closer the relationship of the returns of a pair of Underlyingsover a given period, the more positively correlated those Underlyings are. The graph above illustrates the historical performance of eachof the Underlyings relative to the other Underlyings over the time period shown and provides an indication of how close the relative performanceof one Underlying has historically been to another. However, the graph does not provide a precise measurement of the correlation of theUnderlyings. Moreover, any historical correlation of the Underlyings is not indicative of the degree of correlation of the Underlyings,if any, that will be experienced over the term of the Notes.

 

The lower (or more negative) the correlation between two Underlyings,the less likely it is that those Underlyings will move in the same direction at the same time and, therefore, the greater the potentialfor one of those Underlyings to close below its Coupon Barrier or Downside Threshold on any day during an Observation Period or the FinalValuation Date, respectively. This is because the less positively correlated a pair of Underlyings are, the greater the likelihood thatat least one of the Underlyings will decrease in value. However, even if two Underlyings have a higher positive correlation, one or bothof those Underlyings might close below its Coupon Barrier or Downside Threshold on any day during an Observation Period or the Final ValuationDate, respectively, as both of those Underlyings may decrease in value together.

 

Although the correlation of the Underlyings’ performance may changeover the term of the Notes, the Contingent Coupon Rate is determined, in part, based on the correlations of the Underlyings’ performancecalculated using our internal models at the time when the terms of the Notes are finalized. A higher Contingent Coupon Rate is generallyassociated with lower correlation of the Underlyings, which reflects a greater potential for missed Contingent Coupons and for a lossof principal at maturity. The correlations referenced in setting the terms of the Notes are calculated using our internal models and arenot derived from the returns of the Underlyings over the period set forth above. In addition, other factors and inputs other than correlationmay impact how the terms of the Notes are set and the performance of the Notes.

 

PS-22

 

Supplemental Plan of Distribution

We have agreed to sell to Barclays Capital Inc. and UBS Financial ServicesInc., together the “Agents,” and the Agents have agreed to purchase, all of the Notes at the initial issue price less theunderwriting discount indicated on the cover of this pricing supplement. UBS Financial Services Inc. may allow a concession not in excessof the underwriting discount set forth on the cover of this pricing supplement to its affiliates.

 

We or our affiliates have entered or will enter into swap agreementsor related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Notesand the Agents and/or an affiliate may earn additional income as a result of payments pursuant to the swap, or related hedge transactions.

 

We have agreed to indemnify the Agents against liabilities, includingcertain liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents may be required to makerelating to these liabilities as described in the prospectus and the prospectus supplement. We have agreed that UBS Financial ServicesInc. may sell all or a part of the Notes that it purchases from us to its affiliates at the price that is indicated on the cover of thispricing supplement.

PS-23

 

 

 

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