Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Unlike conventional debt securities, the securities do not guarantee the payment of interest or any return of principal at maturity. Instead, the securities offer the opportunity for investors to receive a contingent quarterly payment equal to 2.3125% of the stated principal amount with respect to each quarterly determination period if a coupon barrier event has not occurred during that determination period. However, if a coupon barrier event has occurred during a determination period, investors will not receive any contingent quarterly payment for that determination period. A coupon barrier event will occur with respect to a determination period if the closing level of any underlier is less than 75% of its initial underlier value, which we refer to as a coupon barrier level, on any scheduled trading day during that determination period. In addition, if the closing level of each underlier is greater than or equal to its initial underlier value on any determination period-end date (other than the final determination date), beginning July 10, 2024, the securities will be automatically redeemed for an amount per security equal to the stated principal amount plus any contingent quarterly payment otherwise due. However, if on any determination period-end date the closing level of any underlier is less than its initial underlier value, the securities will not be redeemed. If the securities are not redeemed prior to maturity and the final underlier value of each underlier is greater than or equal to 70% of its initial underlier value, which we refer to as a downside threshold level, the payment at maturity due on the securities will be equal to the stated principal amount plus any contingent quarterly payment otherwise due. However, if the securities are not redeemed prior to maturity and the final underlier value of any underlier is less than its downside threshold level, at maturity investors will lose 1% of the stated principal amount for every 1% that the final underlier value of the worst performing underlier is less than its initial underlier value. Under these circumstances, the amount investors receive will be less than 70% of the stated principal amount and could be zero. Because all payments on the securities are based on the worst performing of the underliers, a decline in the closing level of any underlier below its coupon barrier level on any scheduled trading day during most or all of the determination periods will result in few or no contingent quarterly payments, and a decline in the closing level of any underlier below its downside threshold level on the final determination date will result in a significant loss of your investment, in each case, even if the other underliers appreciate or have not declined as much. The securities are for investors who are willing and able to risk their principal and forgo guaranteed interest payments, in exchange for the opportunity to potentially receive contingent quarterly payments at an above-market rate, subject to automatic early redemption. Investors will not participate in any appreciation of any underlier even though investors will be exposed to the depreciation in the value of the worst performing underlier if the securities have not been redeemed prior to maturity and the final underlier value of the worst performing underlier is less than its downside threshold level. Investors may lose their entire initial investment in the securities. The securities are unsecured and unsubordinated debt obligations of Barclays Bank PLC. Any payment on the securities, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power (as described on page 5 of this document) by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the securities. See “Risk Factors” and “Consent to U.K. Bail-in Power” in this document and “Risk Factors” in the accompanying prospectus supplement.

One or more of our affiliates may purchase up to 15% of the aggregate principal amount of the securities and hold such securities for investment for a period of at least 30 days. Accordingly, the total principal amount of the securities may include a portion that was not purchased by investors on the original issue date. Any unsold portion held by our affiliate(s) may affect the supply of securities available for secondary trading and, therefore, could adversely affect the price of the securities in the secondary market. Circumstances may occur in which our interests or those of our affiliates could be in conflict with your interests.

Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Risk Factors” beginning on page 16 of this document and beginning on page S-9 of the prospectus supplement. You should read this document together with the related prospectus, prospectus supplement and underlying supplement, each of which can be accessed via the hyperlinks below, before you make an investment decision.

The securities will not be listed on any U.S. securities exchange or quotation system. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this document is truthful or complete. Any representation to the contrary is a criminal offense.

We may use this document in the initial sale of the securities. In addition, Barclays Capital Inc. or another of our affiliates may use this document in market resale transactions in any of the securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this document is being used in a market resale transaction.

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

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

You should read this document together with the prospectus dated May 23, 2022, as supplemented by the prospectus supplement dated June 27, 2022 relating to our Global Medium-Term Notes, Series A, of which the securities are a part, and the underlying supplement dated June 27, 2022. This document, together with the documents listed below, contains the terms of the securities and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth under “Risk Factors” in the prospectus supplement, as the securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the securities.

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

Our SEC file number is 1-10257 and our Central Index Key, or CIK, on the SEC website is 0000312070. As used in this document, “we,” “us” and “our” refer to Barclays Bank PLC.

In connection with this offering, Morgan Stanley Wealth Management is acting in its capacity as a selected dealer.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

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

Our estimated value of the securities on the pricing date is less than the initial issue price of the securities. The difference between the initial issue price of the securities and our estimated value of the securities results from several factors, including any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the securities, the estimated cost that we may incur in hedging our obligations under the securities, and estimated development and other costs that we may incur in connection with the securities. These other costs will include a fee paid to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management has an ownership interest, for providing certain electronic platform services with respect to this offering.

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

Assuming that all relevant factors remain constant after the pricing date, the price at which Barclays Capital Inc. may initially buy or sell the securities in the secondary market, if any, and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated value on the pricing date for a temporary period expected to be approximately 40 days after the initial issue date of the securities because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the securities and other costs in connection with the securities that we will no longer expect to incur over the term of the securities. We made such discretionary election and determined this temporary reimbursement period on the basis of a number of factors, which may include the tenor of the securities and/or any agreement we may have with the distributors of the securities. The amount of our estimated costs that we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the initial issue date of the securities based on changes in market conditions and other factors that cannot be predicted.

We urge you to read “Risk Factors” beginning on page 16 of this document.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

Notwithstanding and to the exclusion of any other term of the securities or any other agreements, arrangements or understandings between us and any holder or beneficial owner of the securities (or the trustee on behalf of the holders of the securities), by acquiring the securities, each holder and beneficial owner of the securities acknowledges, accepts, agrees to be bound by and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority.

Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the “FSMA”) threshold conditions for authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company that is a European Economic Area (“EEA”) or third country institution or investment firm, that the relevant EEA or third country relevant authority is satisfied that the resolution conditions are met in respect of that entity.

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction or cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the securities; (ii) the conversion of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the securities into shares or other securities or other obligations of Barclays Bank PLC or another person (and the issue to, or conferral on, the holder or beneficial owner of the securities such shares, securities or obligations); (iii) the cancellation of the securities and/or (iv) the amendment or alteration of the maturity of the securities, or amendment of the amount of interest or any other amounts due on the securities, or the dates on which interest or any other amounts become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder and beneficial owner of the securities further acknowledges and agrees that the rights of the holders or beneficial owners of the securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders or beneficial owners of the securities may have at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in England.

For more information, please see “Risk Factors—Risks Relating to the Issuer—You may lose some or all of your investment if any U.K. bail-in power is exercised by the relevant U.K. resolution authority” in this document as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materially adversely affect the value of any securities” and “Risk Factors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

The Contingent Income Auto-Callable Securities due January 14, 2027 Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index, which we refer to as the securities, provide an opportunity for investors to receive a contingent quarterly payment, which is an amount equal to $23.125 (2.3125% of the stated principal amount), with respect to each quarterly determination period if a coupon barrier event has not occurred during that determination period. However, if a coupon barrier event has occurred during a determination period, investors will not receive any contingent quarterly payment for that determination period. A coupon barrier event will occur with respect to a determination period if the closing level of any underlier is less than 75% of its initial underlier value, which we refer to as a coupon barrier level, on any scheduled trading day during that determination period. The closing level of at least one of the underliers could be below its coupon barrier level on any scheduled trading day during most or all of the determination periods so that you receive few or no contingent quarterly payments over the term of the securities.

The securities will not be redeemed prior to the July 10, 2024 determination period-end date. If the closing level of each underlier is greater than or equal to its initial underlier value on any determination period-end date (other than the final determination date) after the initial six-month non-call period, the securities will be automatically redeemed for an early redemption payment equal to the stated principal amount plus any contingent quarterly payment otherwise due. If the securities are automatically redeemed prior to maturity, investors will receive no further contingent quarterly payments. At maturity, if the securities have not previously been redeemed and the final underlier value of each underlier is greater than or equal to 70% of its initial underlier value, which we refer to as a downside threshold level, the payment at maturity will be equal to the stated principal amount plus any contingent quarterly payment otherwise due. However, if the securities have not previously been redeemed and the final underlier value of any underlier is less than its downside threshold level, investors will lose 1% of the stated principal amount for every 1% that the final underlier value of the worst performing underlier is less than its initial underlier value. Under these circumstances, the amount investors receive will be less than 70% of the stated principal amount and could be zero. Investors in the securities must be willing and able to accept the risk of losing their entire initial investment based on the performance of the worst performing underlier and also the risk of not receiving any contingent quarterly payment throughout the entire term of the securities. In addition, investors will not participate in any appreciation of any underlier.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

The securities are for investors who are willing and able to risk their principal and forgo guaranteed interest payments, in exchange for the opportunity to potentially receive contingent quarterly payments at an above-market rate, subject to automatic early redemption. The securities offer investors an opportunity to receive a contingent quarterly payment of $23.125 (2.3125% of the stated principal amount) with respect to each determination period if a coupon barrier event has not occurred during that determination period. In addition, the following scenarios reflect the potential payment on the securities, if any, upon an automatic early redemption or at maturity:

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

The securities are not appropriate for all investors. The securities may be an appropriate investment for you if all of the following statements are true:

The securities may not be an appropriate investment for you if any of the following statements are true:

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

You must rely on your own evaluation of the merits of an investment in the securities. You should reach a decision whether to invest in the securities after carefully considering, with your advisors, the appropriateness of the securities in light of your investment objectives and the specific information set forth in this document, the prospectus, the prospectus supplement and the underlying supplement. Neither the issuer nor Barclays Capital Inc. makes any recommendation as to the appropriateness of the securities for investment.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

The following diagrams illustrate the potential outcomes for the securities depending on the closing level of each underlier on the scheduled trading days during the determination periods and on the final determination date.

For more information about the payment upon an automatic early redemption or at maturity in different hypothetical scenarios, see “Hypothetical Examples” below.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

The numbers appearing in the following examples may have been rounded for ease of analysis. The examples below assume that the securities will be held until maturity or earlier redemption and do not take into account the tax consequences of an investment in the securities. The examples below are based on the following terms:*

* Terms used for purposes of these hypothetical examples do not represent the actual initial underlier values, coupon barrier levels or downside threshold levels applicable to the securities. In particular, the hypothetical initial underlier value of 100.00 for each underlier used in these examples has been chosen for illustrative purposes only and does not represent the actual initial underlier value for any underlier. Please see “Nasdaq-100 Index^® Overview,” “Russell 2000^® Index Overview” and “S&P 500^® Index Overview” below for recent actual values of the underliers. The actual initial underlier values, coupon barrier levels and downside threshold levels applicable to the securities are set forth on the cover page of this document.

The examples below are based on the worst performing underlier during each determination period and on the final determination date, and assume that no market disruption event occurs with respect to any underlier during the term of the securities. We make no representation or warranty as to which of the underliers will be the worst performing underlier for the purpose of calculating the payment at maturity, if applicable, or as to what the closing level of any underlier will be on any scheduled trading day during any determination period. For purposes of the examples below, the “worst performing underlier” on any scheduled trading day during each determination period or on the final determination date will be the underlier with the largest percentage decline from its initial underlier value to its closing level on that scheduled trading day or the final determination date, as applicable.

In Examples 1 and 2, the closing level of each underlier is greater than or equal to its hypothetical initial underlier value of 100.00 on one of the determination period-end dates after the initial six-month non-call period and prior to the final determination date. Because the closing level of each underlier is greater than or equal to its initial underlier value on one of the determination period-end dates after the initial six-month non-call period and prior to the final determination date, the securities are automatically redeemed following the relevant determination period-end date. In Examples 3 and 4, the closing level of at least one of the underliers on the determination period-end dates after the initial six-month non-call period and prior to the final determination date is less than its initial underlier value, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

* If the securities are automatically redeemed, the early redemption payment will include any contingent quarterly payment otherwise due.

In Example 1, the securities are automatically redeemed following the second determination period, as the closing level of each underlier on the second determination period-end date is greater than or equal to its initial underlier value, and the second determination period-end date is the first determination period-end date on which the securities are subject to automatic early redemption. As a coupon barrier event did not occur during the related determination period, the early redemption payment you receive following the second determination period will include the contingent quarterly payment due with respect to that determination period, and the early redemption payment will be calculated as follows:

stated principal amount + contingent quarterly payment = $1,000 + $23.125 = $1,023.125

In this example, the automatic early redemption feature limits the term of your investment to approximately 6 months, and you may not be able to reinvest at comparable terms or returns. If the securities are redeemed early, you will stop receiving contingent quarterly payments. Even though each underlier has appreciated above its initial underlier value on the first determination period-end date, the securities are not automatically redeemed, as the securities will not be redeemed prior to the second determination period-end date. Further, although the worst performing underlier has appreciated from its initial underlier value as of the second determination period-end date, upon automatic early redemption you receive only $1,023.125 per security and do not benefit from the appreciation of any underlier.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

* If the securities are automatically redeemed, the early redemption payment will include any contingent quarterly payment otherwise due.

In Example 2, the securities are automatically redeemed following the sixth determination period, as the closing level of each underlier on the sixth determination period-end date is greater than its initial underlier value. Because a coupon barrier event has not occurred during the first and fifth determination periods, you receive the contingent quarterly payment of $23.125 with respect to those determination periods. Because a coupon barrier event has occurred with respect to the sixth determination period, the early redemption payment you receive following the sixth determination period will not include any contingent quarterly payment with respect to that determination period, and the early redemption payment will be equal to the stated principal amount of $1,000. Moreover, because a coupon barrier event occurred with respect to the second, third and fourth determination periods, no contingent quarterly payment is made with respect to those determination periods.

In this example, the automatic early redemption feature limits the term of your investment to approximately 18 months, and you may not be able to reinvest at comparable terms or returns. If the securities are redeemed early, you will stop receiving contingent quarterly payments.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

Examples 3 and 4 illustrate the payment at maturity per security based on the final underlier value of the worst performing underlier.

In Example 3, a coupon barrier event has occurred during each determination period throughout the term of the securities. As a result, you do not receive any contingent quarterly payments during the term of the securities even if the closing levels of the other underliers on each scheduled trading day during the determination periods have appreciated or have not declined below their respective coupon barrier levels. As indicated in this example, a coupon barrier event may occur during a determination period even if the closing level of the worst performing underlier on the determination period-end date for that determination period is greater than its coupon barrier level. In addition, because the final underlier value of the worst performing underlier is less than its downside threshold level, at maturity, your initial investment is fully exposed to the decline in the closing level of the worst performing underlier. Thus, investors will receive a cash payment at maturity that is significantly less than the stated principal amount, calculated as follows:

= $1,000 × (final underlier value of the worst performing underlier / initial underlier value of the worst performing underlier)

In this example, the cash payment you receive at maturity is significantly less than the stated principal amount.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

In Example 4, a coupon barrier event has occurred during each determination period throughout the term of the securities. As a result, you do not receive any contingent quarterly payments with respect to any determination period even if the closing levels of the other underliers on each scheduled trading day during the determination periods have appreciated or have not declined below their respective coupon barrier levels. As indicated in this example, a coupon barrier event may occur during a determination period even if the closing level of the worst performing underlier on the determination period-end date for that determination period is greater than its coupon barrier level. In addition, the closing level of the worst performing underlier decreases to a final underlier value of 72.50. Although the final underlier value of the worst performing underlier is less than its initial underlier value, because the final underlier value of the worst performing underlier is still not less than its downside threshold level, you receive the stated principal amount at maturity. However, because a coupon barrier event has occurred during the final determination period, you will not receive a contingent quarterly payment with respect to the final determination period.

In this example, although the final underlier value of the worst performing underlier represents a decline of 27.50% from its initial underlier value, you receive the stated principal amount of $1,000 per security at maturity because the final underlier value of the worst performing underlier is not less than its downside threshold level.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

An investment in the securities involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the securities. Investing in the securities is not equivalent to investing directly in any or all of the underliers or the securities composing the underliers. Some of the risks that apply to an investment in the securities are summarized below, but we urge you to read the more detailed explanation of risks relating to the securities generally in the “Risk Factors” section of the prospectus supplement. You should not purchase the securities unless you understand and can bear the risks of investing in the securities.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

each underlier must close above its initial underlier value on a quarterly determination period-end date (other than the final determination date) after the initial six-month non-call period in order for the securities to be redeemed prior to maturity, the securities are less likely to be redeemed on any determination period-end date (other than the final determination date) after the initial six-month non-call period than if the securities were linked to just one underlier. Further, with three underliers, it is more likely that any underlier will close below its downside threshold level on the final determination date than if the securities were linked to only one underlier, and therefore it is more likely that you will suffer a significant loss on your investment.

Accordingly, you should understand that a higher contingent quarterly payment reflects, among other things, an indication of a greater likelihood that you will (a) not receive contingent quarterly payments with respect to one or more determination periods and/or (b) incur a loss of principal at maturity than would have been the case had the contingent quarterly payment been lower. In addition, actual volatility over the term of the securities may be significantly higher than the expected volatility at the time the terms of the securities were determined. If actual volatility is higher than expected, you will face an even greater risk that you will not receive contingent quarterly payments and/or that you will lose a significant portion or all of your principal at maturity for the reasons described above.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

each term is defined in the senior debt securities indenture) and the trustee will not be liable for any action that the trustee takes, or abstains from taking, in either case, in accordance with the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the securities. See “Consent to U.K. Bail-in Power” in this document as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materially adversely affect the value of any securities” and “Risk Factors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

In connection with our normal business activities and in connection with hedging our obligations under the securities, we and our affiliates make markets in and trade various financial instruments or products for our accounts and for the account of our clients and otherwise provide investment banking and other financial services with respect to these financial instruments and products. These financial instruments and products may include securities, derivative instruments or assets that may relate to the underliers 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, or adverse to, the investment objectives of the holders of the securities. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the securities into account in conducting these activities. Such market making, trading and hedging activity, investment banking and other financial services may negatively impact the value of the securities.

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

Furthermore, the selected dealer or its affiliates will have the option to conduct a material portion of the hedging activities for us in connection with the securities. The selected dealer or its affiliates would expect to realize a projected profit from such hedging activities, and this projected profit would be in addition to any selling concession that the selected dealer realizes for the sale of the securities to you. This additional projected profit may create a further incentive for the selected dealer to sell the securities to you.

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

Risks Relating to the Estimated Value of the Securities and the Secondary Market

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

The values of the underliers may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. See “Nasdaq-100 Index^® Overview,” “Russell 2000^® Index Overview” and “S&P 500^® Index Overview” below. You may receive less, and possibly significantly less, than the stated principal amount if you try to sell your securities prior to maturity.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

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

The following table sets forth the published high, low and period-end closing levels of the NDX Index for each quarter for the period of January 2, 2019 through January 10, 2024. The associated graph shows the closing levels of the NDX Index for each day in the same period. The closing level of the NDX Index on January 10, 2024 was 16,793.04. 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 an indication of future performance. Future performance of the NDX Index may differ significantly from historical performance, and no assurance can be given as to the closing level of the NDX Index during the term of the securities, including on any scheduled trading day during a determination period, on any determination period-end date or on the final determination date. We cannot give you assurance that the performance of the NDX Index will not result in a loss on your initial investment.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

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

The following table sets forth the published high, low and period-end closing levels of the RTY Index for each quarter for the period of January 2, 2019 through January 10, 2024. The associated graph shows the closing levels of the RTY Index for each day in the same period. The closing level of the RTY Index on January 10, 2024 was 1,970.261. We obtained the closing levels of the RTY Index from Bloomberg, without independent verification. Historical performance of the RTY Index should not be taken as an indication of future performance. Future performance of the RTY Index may differ significantly from historical performance, and no assurance can be given as to the closing level of the RTY Index during the term of the securities, including on any scheduled trading day during a determination period, on any determination period-end date or on the final determination date. We cannot give you assurance that the performance of the RTY Index will not result in a loss on your initial investment.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

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

The following table sets forth the published high, low and period-end closing levels of the SPX Index for each quarter for the period of January 2, 2019 through January 10, 2024. The associated graph shows the closing levels of the SPX Index for each day in the same period. The closing level of the SPX Index on January 10, 2024 was 4,783.45. We obtained the closing levels of the SPX Index from Bloomberg, without independent verification. Historical performance of the SPX Index should not be taken as an indication of future performance. Future performance of the SPX Index may differ significantly from historical performance, and no assurance can be given as to the closing level of the SPX Index during the term of the securities, including on any scheduled trading day during a determination period, on any determination period-end date or on the final determination date. We cannot give you assurance that the performance of the SPX Index will not result in a loss on your initial investment.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

Please read this information in conjunction with the terms on the cover page of this document.

Contingent Income Auto-Callable Securities due January 14, 2027

Based on the Value of the Worst Performing of the Nasdaq-100 Index^®, the Russell 2000^® Index and the S&P 500^® Index

Principal at Risk Securities

This document represents a summary of the terms and conditions of the securities. We encourage you to read the accompanying prospectus, prospectus supplement and underlying supplement for this offering, which can be accessed via the hyperlinks on the cover page of this document.

Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”) and its financial advisors will collectively receive from the agent, Barclays Capital Inc., a fixed sales commission for each security they sell, and Morgan Stanley Wealth Management will receive a structuring fee for each security, in each case as specified on the cover page of this document.

Underlier	Bloomberg ticker	Initial underlier value⁽¹⁾	Coupon barrier level⁽²⁾	Downside threshold level⁽³⁾
NDX Index	NDX<Index>	16,793.04	12,594.780	11,755.128
RTY Index	RTY<Index>	1,970.261	1,477.696	1,379.183
SPX Index	SPX<Index>	4,783.45	3,587.588	3,348.415

Aggregate principal amount:	$7,164,000
Stated principal amount:	$1,000 per security
Pricing date:	January 10, 2024
Original issue date:	January 16, 2024
Maturity date^†:	January 14, 2027
Contingent quarterly payment:	· If a coupon barrier event has not occurred during a determination period, we will pay a contingent quarterly payment of $23.125 (2.3125% of the stated principal amount) per security on the related contingent payment date with respect to that determination period. · If a coupon barrier event has occurred during a determination period, no contingent quarterly payment will be made with respect to that determination period.
Payment at maturity:	If the securities are not automatically redeemed prior to maturity, you will receive on the maturity date a cash payment per security determined as follows: · If the final underlier value of each underlier is greater than or equal to its downside threshold level: (i) stated principal amount plus (ii) any contingent quarterly payment otherwise due · If the final underlier value of any underlier is less than its downside threshold level: stated principal amount × underlier performance factor of the worst performing underlier Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000 and will represent a loss of more than 30%, and possibly all, of an investor’s initial investment. Investors may lose their entire initial investment in the securities. Any payment on the securities, including any repayment of principal, is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority.
U.K. Bail-in Power acknowledgment:	Notwithstanding and to the exclusion of any other term of the securities or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the securities (or the trustee on behalf of the holders of the securities), by acquiring the securities, each holder and beneficial owner of the securities acknowledges, accepts, agrees to be bound by and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See “Consent to U.K. Bail-in Power” on page 5 of this document.
	*(terms continued on the next page)*

Coupon barrier event:	A coupon barrier event will occur with respect to a determination period if the closing level of any underlier is less than its coupon barrier level on any scheduled trading day for that underlier during that determination period. Notwithstanding the foregoing, if a market disruption event occurs with respect to an underlier on any scheduled trading day for that underlier during a determination period (other than a determination period-end date), the closing level of that underlier on that day will be disregarded for purposes of determining whether a coupon barrier event has occurred with respect to that determination period. For the avoidance of doubt, if any day during a determination period is a scheduled trading day for any underlier and no market disruption event occurs with respect to that underlier on that day, the calculation agent will observe the closing level of that underlier on that day for purposes of determining whether a contingent quarterly payment is payable, even if that day is not a scheduled trading day for any other underlier or a market disruption event has occurred with respect to any other underlier on that day.
Automatic early redemption:	The securities will not be redeemed prior to the July 10, 2024 determination period-end date. If, on any determination period-end date (other than the final determination date), beginning July 10, 2024, the closing level of each underlier is greater than or equal to its initial underlier value, the securities will be automatically redeemed for an early redemption payment on the contingent payment date immediately following that determination period-end date. The securities will not be redeemed early if the closing level of any underlier is less than its initial underlier value on the related determination period-end date. No further payments will be made on the securities after they have been redeemed.
Early redemption payment:	The early redemption payment will be an amount per security equal to (i) the stated principal amount plus (ii) any contingent quarterly payment otherwise due.
Final underlier value:	With respect to each underlier, the closing level of that underlier on the final determination date
Underlier performance factor:	With respect to each underlier, its final underlier value divided by its initial underlier value
Worst performing underlier:	The underlier with the lowest underlier performance factor
Determination periods:	The first determination period will consist of each day from but excluding the pricing date to and including the first determination period-end date. Each subsequent determination period will consist of each day from but excluding a determination period-end date to and including the next following determination period-end date.
Determination period-end dates^†:	April 10, 2024, July 10, 2024, October 10, 2024, January 10, 2025, April 10, 2025, July 10, 2025, October 10, 2025, January 12, 2026, April 10, 2026, July 10, 2026, October 12, 2026 and January 11, 2027. We also refer to the final determination period-end date, January 11, 2027, as the final determination date. The securities are not subject to automatic early redemption until the second determination period-end date, which is July 10, 2024.
Contingent payment dates^†:	April 15, 2024, July 15, 2024, October 16, 2024, January 15, 2025, April 15, 2025, July 15, 2025, October 16, 2025, January 15, 2026, April 15, 2026, July 15, 2026, October 15, 2026 and the maturity date
*Closing level:**	With respect to each underlier, closing level has the meaning set forth under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement.
Calculation agent:	Barclays Bank PLC
Additional terms:	Terms used in this document, but not defined herein, will have the meanings ascribed to them in the prospectus supplement.
CUSIP / ISIN:	06745PHL8 / US06745PHL85
Listing:	The securities will not be listed on any securities exchange.
Selected dealer:	Morgan Stanley Wealth Management (“MSWM”)

Hypothetical Initial Underlier Values:	With respect to each underlier: 100.00
Hypothetical Coupon Barrier Levels:	With respect to each underlier: 75.000, which is 75% of its hypothetical initial underlier value
Hypothetical Downside Threshold Levels:	With respect to each underlier: 70.000, which is 70% of its hypothetical initial underlier value
Contingent Quarterly Payment:	$23.125 (2.3125% of the stated principal amount)
Stated Principal Amount:	$1,000 per security

Determination Periods	Hypothetical Lowest Closing Level of Worst Performing Underlier during Determination Period	Did a Coupon Barrier Event Occur during Determination Period?	Hypothetical Closing Level of Worst Performing Underlier on Determination Period-End Date	Contingent Quarterly Payment (per security)	Early Redemption Payment (per security)
#1	50.00	Yes	95.00	$0	N/A
#2	85.00	No	120.00	—*	$1,023.125
#3	N/A	N/A	N/A	N/A	N/A
#4	N/A	N/A	N/A	N/A	N/A
#5	N/A	N/A	N/A	N/A	N/A
#6	N/A	N/A	N/A	N/A	N/A
#7 to #11	N/A	N/A	N/A	N/A	N/A
Final Determination Period	N/A	N/A	N/A	N/A	N/A

Bloomberg Ticker Symbol:	NDX	52 Week High:	16,906.80

Current Closing Level:	16,793.04	52 Week Low:	11,295.67

52 Weeks Ago (1/11/2023):	11,402.52

Nasdaq-100 Index^®	High	Low	Period End
2019
First Quarter	7,493.27	6,147.13	7,378.77
Second Quarter	7,845.73	6,978.02	7,671.08
Third Quarter	8,016.95	7,415.69	7,749.45
Fourth Quarter	8,778.31	7,550.79	8,733.07
2020
First Quarter	9,718.73	6,994.29	7,813.50
Second Quarter	10,209.82	7,486.29	10,156.85
Third Quarter	12,420.54	10,279.25	11,418.06
Fourth Quarter	12,888.28	11,052.95	12,888.28
2021
First Quarter	13,807.70	12,299.08	13,091.44
Second Quarter	14,572.75	13,001.63	14,554.80
Third Quarter	15,675.76	14,549.09	14,689.62
Fourth Quarter	16,573.34	14,472.12	16,320.08
2022
First Quarter	16,501.77	13,046.64	14,838.49
Second Quarter	15,159.58	11,127.57	11,503.72
Third Quarter	13,667.18	10,971.22	10,971.22
Fourth Quarter	12,041.89	10,679.34	10,939.76
2023
First Quarter	13,181.35	10,741.22	13,181.35
Second Quarter	15,185.48	12,725.11	15,179.21
Third Quarter	15,841.35	14,545.83	14,715.24
Fourth Quarter	16,906.80	14,109.57	16,825.93
2024
First Quarter (through January 10, 2024)	16,793.04	16,282.01	16,793.04

Bloomberg Ticker Symbol:	RTY	52 Week High:	2,066.214

Current Closing Level:	1,970.261	52 Week Low:	1,636.938

52 Weeks Ago (1/11/2023):	1,844.051

Russell 2000^® Index	High	Low	Period End
2019
First Quarter	1,590.062	1,330.831	1,539.739
Second Quarter	1,614.976	1,465.487	1,566.572
Third Quarter	1,585.599	1,456.039	1,523.373
Fourth Quarter	1,678.010	1,472.598	1,668.469
2020
First Quarter	1,705.215	991.160	1,153.103
Second Quarter	1,536.895	1,052.053	1,441.365
Third Quarter	1,592.287	1,398.920	1,507.692
Fourth Quarter	2,007.104	1,531.202	1,974.855
2021
First Quarter	2,360.168	1,945.914	2,220.519
Second Quarter	2,343.758	2,135.139	2,310.549
Third Quarter	2,329.359	2,130.680	2,204.372
Fourth Quarter	2,442.742	2,139.875	2,245.313
2022
First Quarter	2,272.557	1,931.288	2,070.125
Second Quarter	2,095.440	1,649.836	1,707.990
Third Quarter	2,021.346	1,655.882	1,664.716
Fourth Quarter	1,892.839	1,682.403	1,761.246
2023
First Quarter	2,001.221	1,720.291	1,802.484
Second Quarter	1,896.333	1,718.811	1,888.734
Third Quarter	2,003.177	1,761.609	1,785.102
Fourth Quarter	2,066.214	1,636.938	2,027.074
2024
First Quarter (through January 10, 2024)	2,012.795	1,951.142	1,970.261

S&P 500^® Index	High	Low	Period End
2019
First Quarter	2,854.88	2,447.89	2,834.40
Second Quarter	2,954.18	2,744.45	2,941.76
Third Quarter	3,025.86	2,840.60	2,976.74
Fourth Quarter	3,240.02	2,887.61	3,230.78
2020
First Quarter	3,386.15	2,237.40	2,584.59
Second Quarter	3,232.39	2,470.50	3,100.29
Third Quarter	3,580.84	3,115.86	3,363.00
Fourth Quarter	3,756.07	3,269.96	3,756.07
2021
First Quarter	3,974.54	3,700.65	3,972.89
Second Quarter	4,297.50	4,019.87	4,297.50
Third Quarter	4,536.95	4,258.49	4,307.54
Fourth Quarter	4,793.06	4,300.46	4,766.18
2022
First Quarter	4,796.56	4,170.70	4,530.41
Second Quarter	4,582.64	3,666.77	3,785.38
Third Quarter	4,305.20	3,585.62	3,585.62
Fourth Quarter	4,080.11	3,577.03	3,839.50
2023
First Quarter	4,179.76	3,808.10	4,109.31
Second Quarter	4,450.38	4,055.99	4,450.38
Third Quarter	4,588.96	4,273.53	4,288.05
Fourth Quarter	4,783.35	4,117.37	4,769.83
2024
First Quarter (through January 10, 2024)	4,783.45	4,688.68	4,783.45

Trustee:	The Bank of New York Mellon
Use of proceeds and hedging:	The net proceeds we receive from the sale of the securities will be used for various corporate purposes as set forth in the prospectus and prospectus supplement and, in part, in connection with hedging our obligations under the securities through one or more of our subsidiaries. We, through our subsidiaries or others, hedge our anticipated exposure in connection with the securities by taking positions in futures and options contracts on the underliers and any other securities or instruments we may wish to use in connection with such hedging. Trading and other transactions by us or our affiliates could affect the values of the underliers, the market value of the securities or any amounts payable on the securities. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the prospectus supplement.
ERISA:	See “Benefit Plan Investor Considerations” in the accompanying prospectus supplement.
Validity of the securities:	In the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to Barclays Bank PLC, when the securities offered by this pricing supplement have been executed and issued by Barclays Bank PLC and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such securities will be valid and binding obligations of Barclays Bank PLC, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions or application giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by English law, Davis Polk & Wardwell LLP has relied, with Barclays Bank PLC’s permission, on the opinion of Davis Polk & Wardwell London LLP, dated as of July 14, 2023, filed as an exhibit to a report on Form 6-K by Barclays Bank PLC on July 14, 2023, and this opinion is subject to the same assumptions, qualifications and limitations as set forth in such opinion of Davis Polk & Wardwell London LLP. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the securities and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP, dated July 14, 2023, which has been filed as an exhibit to the report on Form 6-K referred to above.

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to be Paid	Debt	Global Medium-Term Notes, Series A	457(r)	7,164	$1,000	$7,164,000	0.0001476	$1,057.41