UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



(Mark One)

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|- | ----------------------------------------------------------------------------------------
|  | For the fiscal year ended: December 31, 2023                                            
|  | 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	ý 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	ý 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.	ý 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).	ý 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	ý
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	ý 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.








PART I

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.

PART II

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.

PART III

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.                                                        

PART IV

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 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 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 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 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 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 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 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. 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, 2023 to December 31, 2023 (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 25, 2024



| | Barclays Dryrock Funding LLC
| | ----------------------------
| |                             
| | By:                         
| |                             
| |                             
| |                             
| |                             







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.