UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2024

 or

 o

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For Transition period _______________

 Commission File Number of issuing entity: 333-205943,
333-228394, 333-264933

Central Index Key Number of issuing entity: 0001552111

 BARCLAYS DRYROCK ISSUANCE TRUST

 (Exact Name of Issuing Entity as Specified
in Its Charter)

(Issuer of the Notes)

 Central Index Key Number of depositor: 0001551964

 BARCLAYS DRYROCK FUNDING LLC

 (Exact Name of Depositor as Specified in Its
Charter)

 Central Index Key Number of sponsor: 0001551423

 BARCLAYS BANK DELAWARE

 (Exact Name of Sponsor as Specified in Its
Charter)

 Delaware

 (State or Other Jurisdiction of Incorporation

or Organization of the Issuing Entity)

 c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

 (Address of Principal Executive Offices

of Issuing Entity)

 (302) 651-1000

 (Telephone number, including area code)

 30-6324196

 (I.R.S. Employer Identification No.)

 Not Applicable

(Former name, former address, if changed since last report)

 Securities registered pursuant to Section 12(b) of the Act:
None

 Securities registered pursuant to Section 12(g) of the Act:
None

 Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. o Yes No

 Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. o Yes No

 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes o No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth
company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer o
Accelerated filer o
Non-accelerated filer
Smaller reporting company o
Emerging growth company o

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. o

 Indicate by check mark whether the registrant has filed a report
on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. o

 Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers
during the relevant recovery period pursuant to §240.10D-1(b). o

 Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). o Yes No

 State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

 Registrant has no voting or non-voting common equity outstanding
held by non-affiliates as of the date of this report, has not been involved in bankruptcy proceedings during the past five years and is
not a corporate registrant.

 Documents Incorporated by Reference. None.

 The following Items have been omitted in accordance with General
Instruction J to Form 10–K:

 Item 1: Business.

 Item 1A: Risk Factors.

 Item 1C: Cybersecurity

 Item 2: Properties.

 Item 3: Legal Proceedings.

 Item 1B. Unresolved Staff Comments.

 Not Applicable.

 Item 4: Mine Safety Disclosures.

 Not Applicable.

 The following Items have been omitted in accordance with General
Instruction J to Form 10–K:

 Item 5:

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 7:

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A:

 Quantitative and Qualitative Disclosures about Market Risk.

 Item 8:

 Financial Statements and Supplementary Data.

 Item 9:

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A:

 Controls and Procedures.

 Item 9B: Other Information.

 None.

 The following Items have been omitted in accordance with General
Instruction J to Form 10–K:

 Item 10:

 Directors, Executive Officers and Corporate Governance.

 Item 11:

 Executive Compensation.

 Item 12:

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13:

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14:

 Principal Accounting Fees and Services.

 Item 15. Exhibit and Financial Statement Schedules.

 (a)(1) Not
Applicable.

 (a)(2) Not
Applicable.

 (a)(3) See
Item 15(b) below.

 (b) Exhibits

 The exhibits listed below are either included
or incorporated by reference as indicated:

 Exhibit

 Number

 Description

 3.1

 Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC dated as of June 7, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 3.1.1

 First Amendment to Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC dated as of May 13, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2016 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.1

 Amended and Restated Receivables Purchase Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.1.1

 First Amendment to Amended and Restated Receivables Purchase Agreement dated as of April 1, 2022, among Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.2

 Amended and Restated Transfer Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.2.1

 First Amendment to Amended and Restated Transfer Agreement dated as of March 1, 2017, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2017 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.2.2

 Second Amendment to Amended and Restated Transfer Agreement dated as of April 1, 2022, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.3

 Amended and Restated Indenture for the Notes dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.3.1

 First Amendment to Amended and Restated Indenture for the Notes dated as of July 6, 2015, between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.4.1

 Omnibus Amendment to Indenture Supplements and Amended and Restated Indenture dated as of September 21, 2018 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2018 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.2

 Series 2021-1 Indenture Supplement for the Notes dated as of September 22, 2021 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2021 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.3

 Series 2022-1 Indenture Supplement for the Notes dated as of April 21, 2022 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.4

 Series 2023-1 Indenture Supplement for the Notes dated as of April 25, 2023 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2023 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.5

 Series 2023-2 Indenture Supplement for the Notes dated as of November 20, 2023 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2023 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.5

 Amended and Restated Servicing Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Bank Delaware, Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.1

 Second Amended and Restated Trust Agreement dated as of June 8, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.1.1

 First Amendment to Second Amended and Restated Trust Agreement dated as of July 6, 2015, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.2

 Asset Representations Reviewer Agreement dated as of May 13, 2016, by and among Barclays Bank Delaware, Clayton Fixed Income Services LLC and Barclays Dryrock Issuance Trust (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K files with the Securities and Exchange Commission on May 13, 2016 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 10.3

 Second Amended and Restated Seller Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013 and as amended and restated as of November 1, 2016, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2016 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 10.4

 Services Agreement dated as of July 31, 2012 between Barclays Bank PLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99.4 to Amendment No. 2 to Form S-3 Registration Statement filed with the Securities and Exchange Commission on August 13, 2012 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.5

 Securities Account Control Agreement dated as of April 29, 2022, among Barclays Dryrock Issuance Trust, Barclays Bank Delaware, U.S. Bank Trust Company, National Association and U.S. Bank National Association (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 31.1

 Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934 Certification (Section 302 of the Sarbanes-Oxley Act of 2002 Certification).

 33.1

 Report on Assessment of Compliance with Servicing Criteria for Barclays Bank Delaware.

 33.2

 Report on Assessment of Compliance with Servicing Criteria for Barclays Bank PLC.

 33.3

 Report on Assessment of Compliance with Servicing Criteria for U.S. Bank National Association and U.S. Bank Trust Company, National Association.

 34.1

 Report of Independent Registered Public Accounting Firm concerning servicing activities of Barclays Bank Delaware.

 34.2

 Report of Independent Registered Public Accounting Firm concerning servicing activities of Barclays Bank PLC.

 34.3

 Independent Accountants' Attestation Report concerning servicing activities of U.S. Bank National Association and U.S. Bank Trust Company, National Association.

 35.1

 Servicer Compliance Statement of Barclays Bank Delaware.

 35.2

 Servicer Compliance Statement of Barclays Bank PLC.

 Item 16. Form 10-K Summary.

 Not applicable.

 Substitute information provided in accordance with General Instruction
J to Form 10–K:

 Item 1112(b) of Regulation AB. Significant Obligors of Pool
Assets (Financial Information).

 Not applicable.

 Item 1114(b)(2) of Regulation AB: Credit Enhancement and
Other Support, Except for Certain Derivatives Instruments (Financial Information).

 Not applicable.

 Item 1115(b) of Regulation AB: Certain Derivatives Instruments
(Financial Information).

 Not applicable.

 Item 1117 of Regulation AB: Legal Proceedings.

 Except as set forth below,
there are no legal proceedings pending (or proceedings known to be contemplated by governmental authorities) against any of Barclays Bank
Delaware, Barclays Dryrock Funding LLC, U.S. Bank National Association, Wilmington Trust, National Association or Barclays Dryrock Issuance
Trust, or of which any property of the foregoing is subject, that are material to holders of the notes.

 BBD is a defendant in a
number of putative class action cases commenced in 2005 in various federal district courts by merchants alleging that Visa U.S.A., Inc.
(" Visa "), MasterCard International (" MasterCard "), and their member banks conspired to fix interchange
fees and unlawfully bundle several separate and distinct services, such as payment protection and transaction processing costs, in violation
of the U.S. antitrust laws. The merchants also alleged that the defendants imposed other restraints on merchants in connection with accepting
payment cards and that such alleged restraints violated the antitrust laws. Visa, MasterCard, and several other payment card issuing banks
are also defendants in the proceedings, which have been consolidated into a single proceeding in the United States District Court for
the Eastern District of New York (the " District Court "), MDL No. 1720.

 The merchants' complaints
sought an unspecified amount of damages and injunctive relief. By an order dated January 9, 2008, the court dismissed class damage claims
prior to January 1, 2004; accordingly, the period over which any damages may be awarded is January 1, 2004 to the date of the award.

 On July 13, 2012, the parties
filed a proposed settlement agreement with the court under which the defendants agreed to pay the class plaintiffs $6.05 billion, to make
network rule changes and to give other relief (the " 2012 Settlement "). The 2012 Settlement included a provision pursuant
to which Visa and MasterCard would reduce U.S. interchange rates 10 bps during an eight-month period from July 29, 2013 through March
29, 2014. On the same day, defendants announced that they reached an agreement in principle to settle with a group of individual plaintiffs
that were not members of the class. The 2012 Settlement was approved by District Judge John Gleeson on December 13, 2013, who then entered
an agreed form of final judgment on January 14, 2014.

 A number of merchants, including
several large retailers, elected against participation in the 2012 Settlement, "opting out" of that settlement and pursuing
separate actions on the same or similar claims as those alleged by the putative class plaintiffs (the " 2012 Settlement Opt-Out
Actions "). Some of these merchants commenced new actions against Visa, MasterCard, and certain member banks, not including BBD,
which remain pending. Although the class settlement fund was reduced to account for opt-outs, resulting in a refund to BBD of a portion
of its share of the class settlement fund, total settlement payments by BBD to opt-out plaintiffs will be higher than the amount of that
refund. BBD will be liable for its share of the excess over the refund under the terms of a judgment sharing agreement with Visa, MasterCard,
and the other payment card issuing bank defendants. As of the date hereof, Visa and MasterCard have settled a number of the 2012 Settlement
Opt-Out Actions and BBD has contributed to the settlement of those actions in accordance with the judgment sharing agreements. The amount
of those settlements has exceeded what each of those plaintiffs would have been paid as a result of the 2012 Settlement.

 The National Retail Federation
and a number of merchants appealed the judgment entering the 2012 Settlement to the United States Court of Appeals for the Second Circuit
(the " Second Circuit "). On June 30, 2016, the Second Circuit reversed District Judge Gleeson's ruling approving
the 2012 Settlement and remanded the action back to the District Court.

 Following remand of the
case, the District Court reappointed counsel to represent members of the putative class seeking primarily (but not exclusively) damages
pursuant to Federal Rule of Civil Procedure 23(b)(3) and appointed new counsel to represent class members seeking primarily equitable
relief pursuant to Federal Rule of Civil Procedure 23(b)(2).

 Counsel for the Rule 23(b)(3)
putative class members moved for leave to file an amended complaint adding factual allegations and legal theories to conform to developments
in the law, as well as damage claims for additional years of alleged damages. On September 27, 2017, Magistrate Judge James Orenstein
granted the Rule 23(b)(3) plaintiffs' motion to amend in part and denied it in part, allowing the plaintiffs to amend their complaints
to add their additional legal and factual theories, but holding that those theories would only apply to the preceding four years and would
not relate back to the date of filing of the initial complaints in 2005. On October 30, 2017, the Rule 23(b)(3) plaintiffs filed their
amended complaint.

 The Rule 23(b)(3) plaintiffs
also appealed Magistrate Judge Orenstein's ruling to District Judge Margo Brodie. On August 30, 2018, District Judge Brodie set
aside Magistrate Judge Orenstein's ruling, holding that plaintiffs' additional legal and factual theories related back to
the original filing dates for the Rule 23(b)(3) complaints and, for similar reasons, that comparable theories advanced by merchants that
elected not to participate in the 2012 class settlement and are suing the same defendants separately were entitled to have had their claims
considered to be tolled such that they would be treated as timely.

 Counsel for the Rule 23(b)(2)
putative class members filed a separate complaint seeking broad equitable relief against allegedly anticompetitive conduct as well as
Visa and MasterCard network rules (the " Rule 23(b)(2) Class Action "). On January 16, 2019, BBD and the other bank defendants
moved to dismiss the Rule 23(b)(2) class plaintiffs' claims. On November 20, 2019, the Court denied the bank defendants'
motion to dismiss. BBD and the other bank defendants filed answers to the complaint on May 18, 2020. On June
1, 2020, Defendants and the Rule 23(b)(2) class plaintiffs each moved for summary judgment on various issues, which motions were fully
briefed as of December 21, 2020. Three of defendants' five summary judgment motions relevant to the Rule 23(b)(2) Class Action have
been resolved; the unresolved motions (including motions filed by plaintiffs) remain pending before the District Court. On December 18,
2020, the Rule 23(b)(2) class plaintiffs also moved to certify a class, and District Judge Brodie granted the motion for class certification
on September 27, 2021.

 On
September 17, 2018, all defendants entered into a settlement agreement with the Rule 23(b)(3) class plaintiffs to resolve their claims
(the " 2018 Settlement "). The 2018 Settlement amends and supersedes the 2012 Settlement. The 2018 Settlement resolves
the damages claims of the plaintiffs in the interchange fee litigation pending in the District Court, subject to any of those plaintiffs
choosing to opt out of the 2018 Settlement and pursue their own actions, with the class plaintiffs agreeing to receive $6.20 billion to
settle this matter. BBD contributed to the class settlement in accordance with the judgment sharing agreements. On December 13, 2019,
the District Court granted final approval of the 2018 Settlement (the "2018 Settlement Approval "). Several objectors
filed appeals in connection with the 2018 Settlement Approval, and the Second Circuit rejected those objections in a decision issued on
March 15, 2023, and remanded the case back to the District Court for recalculation of a $900,000 service award to the lead plaintiffs
that was found to be excessive. On April 25, 2023, the Second Circuit denied a request for panel rehearing or, in the alternative, rehearing
en banc. The time for appealing the Second Circuit's decision has passed and the parties are preparing for the claims administration
process.

 On July 20, 2019, forty-five
merchants filed an opt-out suit in the Northern District of California, asserting claims against Visa and MasterCard that are generally
similar to the claims raised by the Rule 23(b)(3) plaintiffs, and several additional opt-outs were filed since then (the " 2018
Settlement Opt-Out Actions "). The 2018 Settlement Opt-Out Actions filed outside the District Court were transferred to the District
Court to be coordinated with the MDL No. 1720 proceedings. BBD is not a named defendant in any of the 2018 Settlement Opt-Out Actions.
The 2018 Settlement Opt-Out Actions that were filed outside the District Court were transferred to the District Court to be coordinated
with the MDL No. 1720 proceedings. Three of the 2018 Settlement Opt-Out Actions have now been remanded from the District Court to the
trial courts to which they were originally filed, with trials in two of those cases scheduled to commence in October 2025. Two other 2018
Settlement Opt-Out Actions remain pending in the District Court. While the 2018 Settlement provides that the class settlement fund will
be reduced to account for opt-outs, resulting in a refund to BBD of a portion of its share of the class settlement fund provided by the
2018 Settlement, total settlement payments by BBD to opt-out plaintiffs that opt out of the 2018 Settlement will be higher than the amount
of that refund. BBD will be liable for its share of the excess over the refund under the terms of a judgment sharing agreement with Visa,
MasterCard, and the other payment card issuing bank defendants. As of the date hereof, Visa and MasterCard have settled a number of the
2018 Settlement Opt-Out Actions, and BBD has contributed to the settlement of those actions in accordance with the judgment sharing agreements.

 Because of the inherent
uncertainties involved in the Rule 23(b)(2) Class Action, the 2012 Settlement Opt-Out Actions, and the 2018 Settlement Opt-Out Actions,
it is too early to reliably estimate the ultimate liability BBD may incur or whether the results could be material to the operation or
cash flows of BBD. Any reduction in the interchange fees paid by merchants to banks could adversely impact the business operations of
credit card issuers, such as BBD, and could reduce the amount of interchange included in finance charge collections.

 Item 1119 of Regulation AB: Affiliations
and Certain Relationships and Related Transactions.

 Information required by
Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 Item 1122 of Regulation AB: Compliance with Applicable Servicing
Criteria.

 Each of BBD, Barclays Bank
PLC ("BBPLC"), U.S. Bank National Association and U.S. Bank Trust Company, National Association (each, a "Servicing
Participant") has been identified by the registrant as a party participating in the servicing function with respect to the pool
assets held by the Trust. Each Servicing Participant has completed a report on an assessment of compliance with the servicing criteria
applicable to such Servicing Participant (each, a "Report on Assessment") as of, and for the period from January 1, 2024 to
December 31, 2024 (or portion thereof, if applicable), which Reports on Assessment are included as exhibits to this Form 10-K. In addition,
each Servicing Participant has provided an attestation report (each, an "Attestation Report") by a registered independent
public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.
No Report on Assessment or related Attestation Report has identified: (i) any material instance of noncompliance with the servicing criteria
identified in such Report on Assessment as applicable to the related Servicing Participant or (ii) any material deficiency in such Servicing
Participant's policies and procedures to monitor vendor compliance.

 Item 1123 of Regulation AB: Servicer Compliance Statement.

 Each of BBD and BBPLC has
been identified by the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect
to the pool assets held by the Trust. Each of these servicers has provided a statement of compliance (a "Compliance Statement"),
which has been signed by an authorized officer of such related servicer. Each Compliance Statement is attached as an exhibit to this Form
10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

 Date: March 27, 2025

 Barclays Dryrock Funding LLC

 By:

 /s/
 Danielle Manley

 Name: Danielle Manley*

 Title: President

 *Danielle Manley is the senior officer in

charge of the securitization of Barclays Dryrock Funding LLC

 Supplemental Information to be Furnished With Reports
Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

 No annual report or proxy materials have been sent
to security holders and no such report or proxy materials are to be furnished to security holders subject to the filing of this Annual
Report on Form 10-K.


10-K/A
 10-K/A

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-K/A

 Amendment No. 1

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2024

 or

 o

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For Transition period _______________

 Commission File Number of issuing entity: 333-205943,
333-228394, 333-264933

Central Index Key Number of issuing entity: 0001552111

 BARCLAYS DRYROCK ISSUANCE TRUST

 (Exact Name of Issuing Entity as Specified
in Its Charter)

(Issuer of the Notes)

 Central Index Key Number of depositor: 0001551964

 BARCLAYS DRYROCK FUNDING LLC

 (Exact Name of Depositor as Specified in Its
Charter)

 Central Index Key Number of sponsor: 0001551423

 BARCLAYS BANK DELAWARE

 (Exact Name of Sponsor as Specified in Its
Charter)

 Delaware

 (State or Other Jurisdiction of Incorporation

or Organization of the Issuing Entity)

 c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

 (Address of Principal Executive Offices

of Issuing Entity)

 (302) 651-1000

 (Telephone number, including area code)

 30-6324196

 (I.R.S. Employer Identification No.)

 Not Applicable

(Former name, former address, if changed since last report)

 Securities registered pursuant to Section 12(b) of the Act:
None

 Securities registered pursuant to Section 12(g) of the Act:
None

 Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. o Yes No

 Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. o Yes No

 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes o No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth
company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer o
Accelerated filer o
Non-accelerated filer
Smaller reporting company o
Emerging growth company o

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. o

 Indicate by check mark whether the registrant has filed a report
on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. o

 Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers
during the relevant recovery period pursuant to §240.10D-1(b). o

 Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). o Yes No

 State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

 Registrant has no voting or non-voting common equity outstanding
held by non-affiliates as of the date of this report, has not been involved in bankruptcy proceedings during the past five years and is
not a corporate registrant.

 Documents Incorporated by Reference. None.

 EXPLANATORY NOTE

 This Amendment No. 1 amends the Annual Report on Form 10-K for
the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission on March 27, 2025 (the " Original
Form 10-K ") and is being filed solely for the purpose of including links to Exhibits 34.1 and 34.2.

 Other than as discussed above, this Form 10-K/A does not update or amend any other information as originally filed on the Original Form
10-K and does not otherwise reflect events occurring after the original filing date of the Original Form 10-K. Accordingly, this Form
10-K/A should be read in conjunction with the Original Form 10-K and with other filings made by the issuing entity with the Securities
and Exchange Commission subsequent to the filing of the Original Form 10-K.

 The following Items have been omitted in accordance with General
Instruction J to Form 10–K:

 Item 1: Business.

 Item 1A: Risk Factors.

 Item 1C: Cybersecurity

 Item 2: Properties.

 Item 3: Legal Proceedings.

 Item 1B. Unresolved Staff Comments.

 Not Applicable.

 Item 4: Mine Safety Disclosures.

 Not Applicable.

 The following Items have been omitted in accordance with General
Instruction J to Form 10–K:

 Item 5:

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 7:

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A:

 Quantitative and Qualitative Disclosures about Market Risk.

 Item 8:

 Financial Statements and Supplementary Data.

 Item 9:

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A:

 Controls and Procedures.

 Item 9B: Other Information.

 None.

 The following Items have been omitted in accordance with General
Instruction J to Form 10–K:

 Item 10:

 Directors, Executive Officers and Corporate Governance.

 Item 11:

 Executive Compensation.

 Item 12:

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13:

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14:

 Principal Accounting Fees and Services.

 Item 15. Exhibit and Financial Statement Schedules.

 (a)(1) Not
Applicable.

 (a)(2) Not
Applicable.

 (a)(3) See
Item 15(b) below.

 (b) Exhibits

 The exhibits listed below are either included
or incorporated by reference as indicated:

 Exhibit

 Number

 Description

 3.1

 Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC dated as of June 7, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 3.1.1

 First Amendment to Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC dated as of May 13, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2016 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.1

 Amended and Restated Receivables Purchase Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.1.1

 First Amendment to Amended and Restated Receivables Purchase Agreement dated as of April 1, 2022, among Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.2

 Amended and Restated Transfer Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.2.1

 First Amendment to Amended and Restated Transfer Agreement dated as of March 1, 2017, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2017 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.2.2

 Second Amendment to Amended and Restated Transfer Agreement dated as of April 1, 2022, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.3

 Amended and Restated Indenture for the Notes dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.3.1

 First Amendment to Amended and Restated Indenture for the Notes dated as of July 6, 2015, between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 4.4.1

 Omnibus Amendment to Indenture Supplements and Amended and Restated Indenture dated as of September 21, 2018 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2018 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.2

 Series 2021-1 Indenture Supplement for the Notes dated as of September 22, 2021 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2021 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.3

 Series 2022-1 Indenture Supplement for the Notes dated as of April 21, 2022 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.4

 Series 2023-1 Indenture Supplement for the Notes dated as of April 25, 2023 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2023 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.4.5

 Series 2023-2 Indenture Supplement for the Notes dated as of November 20, 2023 between Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2023 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 4.5

 Amended and Restated Servicing Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Bank Delaware, Barclays Dryrock Issuance Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.1

 Second Amended and Restated Trust Agreement dated as of June 8, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.1.1

 First Amendment to Second Amended and Restated Trust Agreement dated as of July 6, 2015, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.2

 Asset Representations Reviewer Agreement dated as of May 13, 2016, by and among Barclays Bank Delaware, Clayton Fixed Income Services LLC and Barclays Dryrock Issuance Trust (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K files with the Securities and Exchange Commission on May 13, 2016 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 10.3

 Second Amended and Restated Seller Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013 and as amended and restated as of November 1, 2016, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2016 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 10.4

 Services Agreement dated as of July 31, 2012 between Barclays Bank PLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99.4 to Amendment No. 2 to Form S-3 Registration Statement filed with the Securities and Exchange Commission on August 13, 2012 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).

 10.5

 Securities Account Control Agreement dated as of April 29, 2022, among Barclays Dryrock Issuance Trust, Barclays Bank Delaware, U.S. Bank Trust Company, National Association and U.S. Bank National Association (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2022 (File Nos. 333-205943, 333-205943-01 and 333-205943-02)).

 31.1

 Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934 Certification (Section 302 of the Sarbanes-Oxley Act of 2002 Certification).

 33.1

 Report on Assessment of Compliance with Servicing Criteria for Barclays Bank Delaware.

 33.2

 Report on Assessment of Compliance with Servicing Criteria for Barclays Bank PLC.

 33.3

 Report on Assessment of Compliance with Servicing Criteria for U.S. Bank National Association and U.S. Bank Trust Company, National Association.

 34.1

 Report of Independent Registered Public Accounting Firm concerning servicing activities of Barclays Bank Delaware.

 34.2

 Report of Independent Registered Public Accounting Firm concerning servicing activities of Barclays Bank PLC.

 34.3

 Independent Accountants' Attestation Report concerning servicing activities of U.S. Bank National Association and U.S. Bank Trust Company, National Association.

 35.1

 Servicer Compliance Statement of Barclays Bank Delaware.

 35.2

 Servicer Compliance Statement of Barclays Bank PLC.

 Item 16. Form 10-K Summary.

 Not applicable.

 Substitute information provided in accordance with General Instruction
J to Form 10–K:

 Item 1112(b) of Regulation AB. Significant Obligors of Pool
Assets (Financial Information).

 Not applicable.

 Item 1114(b)(2) of Regulation AB: Credit Enhancement and
Other Support, Except for Certain Derivatives Instruments (Financial Information).

 Not applicable.

 Item 1115(b) of Regulation AB: Certain Derivatives Instruments
(Financial Information).

 Not applicable.

 Item 1117 of Regulation AB: Legal Proceedings.

 Except as set forth below,
there are no legal proceedings pending (or proceedings known to be contemplated by governmental authorities) against any of Barclays Bank
Delaware, Barclays Dryrock Funding LLC, U.S. Bank National Association, Wilmington Trust, National Association or Barclays Dryrock Issuance
Trust, or of which any property of the foregoing is subject, that are material to holders of the notes.

 BBD is a defendant in a
number of putative class action cases commenced in 2005 in various federal district courts by merchants alleging that Visa U.S.A., Inc.
(" Visa "), MasterCard International (" MasterCard "), and their member banks conspired to fix interchange
fees and unlawfully bundle several separate and distinct services, such as payment protection and transaction processing costs, in violation
of the U.S. antitrust laws. The merchants also alleged that the defendants imposed other restraints on merchants in connection with accepting
payment cards and that such alleged restraints violated the antitrust laws. Visa, MasterCard, and several other payment card issuing banks
are also defendants in the proceedings, which have been consolidated into a single proceeding in the United States District Court for
the Eastern District of New York (the " District Court "), MDL No. 1720.

 The merchants' complaints
sought an unspecified amount of damages and injunctive relief. By an order dated January 9, 2008, the court dismissed class damage claims
prior to January 1, 2004; accordingly, the period over which any damages may be awarded is January 1, 2004 to the date of the award.

 On July 13, 2012, the parties
filed a proposed settlement agreement with the court under which the defendants agreed to pay the class plaintiffs $6.05 billion, to make
network rule changes and to give other relief (the " 2012 Settlement "). The 2012 Settlement included a provision pursuant
to which Visa and MasterCard would reduce U.S. interchange rates 10 bps during an eight-month period from July 29, 2013 through March
29, 2014. On the same day, defendants announced that they reached an agreement in principle to settle with a group of individual plaintiffs
that were not members of the class. The 2012 Settlement was approved by District Judge John Gleeson on December 13, 2013, who then entered
an agreed form of final judgment on January 14, 2014.

 A number of merchants, including
several large retailers, elected against participation in the 2012 Settlement, "opting out" of that settlement and pursuing
separate actions on the same or similar claims as those alleged by the putative class plaintiffs (the " 2012 Settlement Opt-Out
Actions "). Some of these merchants commenced new actions against Visa, MasterCard, and certain member banks, not including BBD,
which remain pending. Although the class settlement fund was reduced to account for opt-outs, resulting in a refund to BBD of a portion
of its share of the class settlement fund, total settlement payments by BBD to opt-out plaintiffs will be higher than the amount of that
refund. BBD will be liable for its share of the excess over the refund under the terms of a judgment sharing agreement with Visa, MasterCard,
and the other payment card issuing bank defendants. As of the date hereof, Visa and MasterCard have settled a number of the 2012 Settlement
Opt-Out Actions and BBD has contributed to the settlement of those actions in accordance with the judgment sharing agreements. The amount
of those settlements has exceeded what each of those plaintiffs would have been paid as a result of the 2012 Settlement.

 The National Retail Federation
and a number of merchants appealed the judgment entering the 2012 Settlement to the United States Court of Appeals for the Second Circuit
(the " Second Circuit "). On June 30, 2016, the Second Circuit reversed District Judge Gleeson's ruling approving
the 2012 Settlement and remanded the action back to the District Court.

 Following remand of the
case, the District Court reappointed counsel to represent members of the putative class seeking primarily (but not exclusively) damages
pursuant to Federal Rule of Civil Procedure 23(b)(3) and appointed new counsel to represent class members seeking primarily equitable
relief pursuant to Federal Rule of Civil Procedure 23(b)(2).

 Counsel for the Rule 23(b)(3)
putative class members moved for leave to file an amended complaint adding factual allegations and legal theories to conform to developments
in the law, as well as damage claims for additional years of alleged damages. On September 27, 2017, Magistrate Judge James Orenstein
granted the Rule 23(b)(3) plaintiffs' motion to amend in part and denied it in part, allowing the plaintiffs to amend their complaints
to add their additional legal and factual theories, but holding that those theories would only apply to the preceding four years and would
not relate back to the date of filing of the initial complaints in 2005. On October 30, 2017, the Rule 23(b)(3) plaintiffs filed their
amended complaint.

 The Rule 23(b)(3) plaintiffs
also appealed Magistrate Judge Orenstein's ruling to District Judge Margo Brodie. On August 30, 2018, District Judge Brodie set
aside Magistrate Judge Orenstein's ruling, holding that plaintiffs' additional legal and factual theories related back to
the original filing dates for the Rule 23(b)(3) complaints and, for similar reasons, that comparable theories advanced by merchants that
elected not to participate in the 2012 class settlement and are suing the same defendants separately were entitled to have had their claims
considered to be tolled such that they would be treated as timely.

 Counsel for the Rule 23(b)(2)
putative class members filed a separate complaint seeking broad equitable relief against allegedly anticompetitive conduct as well as
Visa and MasterCard network rules (the " Rule 23(b)(2) Class Action "). On January 16, 2019, BBD and the other bank defendants
moved to dismiss the Rule 23(b)(2) class plaintiffs' claims. On November 20, 2019, the Court denied the bank defendants'
motion to dismiss. BBD and the other bank defendants filed answers to the complaint on May 18, 2020. On June
1, 2020, Defendants and the Rule 23(b)(2) class plaintiffs each moved for summary judgment on various issues, which motions were fully
briefed as of December 21, 2020. Three of defendants' five summary judgment motions relevant to the Rule 23(b)(2) Class Action have
been resolved; the unresolved motions (including motions filed by plaintiffs) remain pending before the District Court. On December 18,
2020, the Rule 23(b)(2) class plaintiffs also moved to certify a class, and District Judge Brodie granted the motion for class certification
on September 27, 2021.

 On
September 17, 2018, all defendants entered into a settlement agreement with the Rule 23(b)(3) class plaintiffs to resolve their claims
(the " 2018 Settlement "). The 2018 Settlement amends and supersedes the 2012 Settlement. The 2018 Settlement resolves
the damages claims of the plaintiffs in the interchange fee litigation pending in the District Court, subject to any of those plaintiffs
choosing to opt out of the 2018 Settlement and pursue their own actions, with the class plaintiffs agreeing to receive $6.20 billion to
settle this matter. BBD contributed to the class settlement in accordance with the judgment sharing agreements. On December 13, 2019,
the District Court granted final approval of the 2018 Settlement (the "2018 Settlement Approval "). Several objectors
filed appeals in connection with the 2018 Settlement Approval, and the Second Circuit rejected those objections in a decision issued on
March 15, 2023, and remanded the case back to the District Court for recalculation of a $900,000 service award to the lead plaintiffs
that was found to be excessive. On April 25, 2023, the Second Circuit denied a request for panel rehearing or, in the alternative, rehearing
en banc. The time for appealing the Second Circuit's decision has passed and the parties are preparing for the claims administration
process.

 On July 20, 2019, forty-five
merchants filed an opt-out suit in the Northern District of California, asserting claims against Visa and MasterCard that are generally
similar to the claims raised by the Rule 23(b)(3) plaintiffs, and several additional opt-outs were filed since then (the " 2018
Settlement Opt-Out Actions "). The 2018 Settlement Opt-Out Actions filed outside the District Court were transferred to the District
Court to be coordinated with the MDL No. 1720 proceedings. BBD is not a named defendant in any of the 2018 Settlement Opt-Out Actions.
The 2018 Settlement Opt-Out Actions that were filed outside the District Court were transferred to the District Court to be coordinated
with the MDL No. 1720 proceedings. Three of the 2018 Settlement Opt-Out Actions have now been remanded from the District Court to the
trial courts to which they were originally filed, with trials in two of those cases scheduled to commence in October 2025. Two other 2018
Settlement Opt-Out Actions remain pending in the District Court. While the 2018 Settlement provides that the class settlement fund will
be reduced to account for opt-outs, resulting in a refund to BBD of a portion of its share of the class settlement fund provided by the
2018 Settlement, total settlement payments by BBD to opt-out plaintiffs that opt out of the 2018 Settlement will be higher than the amount
of that refund. BBD will be liable for its share of the excess over the refund under the terms of a judgment sharing agreement with Visa,
MasterCard, and the other payment card issuing bank defendants. As of the date hereof, Visa and MasterCard have settled a number of the
2018 Settlement Opt-Out Actions, and BBD has contributed to the settlement of those actions in accordance with the judgment sharing agreements.

 Because of the inherent
uncertainties involved in the Rule 23(b)(2) Class Action, the 2012 Settlement Opt-Out Actions, and the 2018 Settlement Opt-Out Actions,
it is too early to reliably estimate the ultimate liability BBD may incur or whether the results could be material to the operation or
cash flows of BBD. Any reduction in the interchange fees paid by merchants to banks could adversely impact the business operations of
credit card issuers, such as BBD, and could reduce the amount of interchange included in finance charge collections.

 Item 1119 of Regulation AB: Affiliations
and Certain Relationships and Related Transactions.

 Information required by
Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 Item 1122 of Regulation AB: Compliance with Applicable Servicing
Criteria.

 Each of BBD, Barclays Bank
PLC ("BBPLC"), U.S. Bank National Association and U.S. Bank Trust Company, National Association (each, a "Servicing
Participant") has been identified by the registrant as a party participating in the servicing function with respect to the pool
assets held by the Trust. Each Servicing Participant has completed a report on an assessment of compliance with the servicing criteria
applicable to such Servicing Participant (each, a "Report on Assessment") as of, and for the period from January 1, 2024 to
December 31, 2024 (or portion thereof, if applicable), which Reports on Assessment are included as exhibits to this Form 10-K. In addition,
each Servicing Participant has provided an attestation report (each, an "Attestation Report") by a registered independent
public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.
No Report on Assessment or related Attestation Report has identified: (i) any material instance of noncompliance with the servicing criteria
identified in such Report on Assessment as applicable to the related Servicing Participant or (ii) any material deficiency in such Servicing
Participant's policies and procedures to monitor vendor compliance.

 Item 1123 of Regulation AB: Servicer Compliance Statement.

 Each of BBD and BBPLC has
been identified by the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect
to the pool assets held by the Trust. Each of these servicers has provided a statement of compliance (a "Compliance Statement"),
which has been signed by an authorized officer of such related servicer. Each Compliance Statement is attached as an exhibit to this Form
10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

 Date: March 31, 2025

 Barclays Dryrock Funding LLC

 By:

 /s/
 Danielle Manley

 Name: Danielle Manley*

 Title: President

 *Danielle Manley is the senior officer in

charge of the securitization of Barclays Dryrock Funding LLC

 Supplemental Information to be Furnished With Reports
Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

 No annual report or proxy materials have been sent
to security holders and no such report or proxy materials are to be furnished to security holders subject to the filing of this Annual
Report on Form 10-K.