[144] Twilio Inc. SEC Filing

Rhea-AI Filing Summary

Barclays Bank PLC intends to issue Global Medium-Term Notes, Series A that mature on 5 August 2030 and are linked to the least-performing of the S&P 500® Index (SPX) and the Dow Jones Industrial Average® (INDU).

• Principal terms. Minimum denomination is $1,000; Initial Valuation Date 31 July 2025; Issue Date 5 August 2025; Final Valuation Date 31 July 2030; Maturity Date 5 August 2030.
• Payout structure. • If the Final Value of the least-performing reference asset ≥ its Initial Value: Payment = $1,000 + ($1,000 × min[Reference Asset Return, 60%]). • If the Final Value < Initial Value: Payment = principal only ($1,000). • Maximum redemption value is therefore $1,600 per $1,000 note (60% cap); there is no downside participation below principal.
• Estimated value. Barclays’ internal models indicate an initial fair value between $887.20 and $967.20 per note, below the $1,000 issue price. The difference reflects dealer commissions (up to 0.925%), hedging and structuring costs.
• Distribution & liquidity. Notes will not be listed on an exchange; Barclays Capital Inc. may make a secondary market but is not obliged to do so.
• Credit & bail-in risk. The notes are unsecured, unsubordinated claims on Barclays Bank PLC and are subject to potential write-down or conversion under the U.K. Bail-in Power.
• Tax. Barclays intends to treat the notes as contingent payment debt instruments; U.S. investors must accrue taxable interest annually even though no cash is paid before maturity.
• Risk highlights. No periodic coupons; upside capped at 60%; value may be volatile prior to maturity; secondary market price likely lower than issue price; performance depends on both equity indices individually (no basket averaging).

Positive

• 100% principal repayment at maturity if Barclays remains solvent, regardless of index performance.
• Upside participation up to 60% on the weaker index offers potential total return of $1,600 per $1,000 note.
• Diversified reference assets (SPX and INDU) cover broad U.S. equity exposure.

Negative

• Upside capped at 60%; gains beyond that are forfeited.
• No interim coupons or dividends; investors receive no cash flows until maturity.
• Issuer credit & U.K. bail-in risk could result in partial or total loss despite index performance.
• Estimated fair value up to 11.3% below issue price, implying negative mark-to-market from day one.
• Illiquidity: unlisted security with discretionary and potentially thin secondary market.
• Tax burden: holders must accrue taxable interest annually even though no cash is received.

Insights

Structured Products Analyst

TL;DR: Capital-protected equity-linked note offers 0–60% capped upside, no interim income, and full principal at risk to Barclays credit & bail-in.

The instrument functions as a five-year principal-protected note coupled with a digital equity option on the weaker of the S&P 500 and the Dow. Investors sacrifice dividends and any upside above 60% for downside protection to par. The issuer estimates fair value up to 11.3% below issue price, signalling high distribution costs and negative carry for early sellers. Liquidity is limited because the notes are unlisted and dealer support is discretionary. Credit and regulatory bail-in risk remain material given the unsecured nature. Overall impact is neutral to mildly positive for buyers seeking equity exposure with floor at par, but unattractive for those requiring yield or full upside.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Charles Schwab & Co., Inc. 3000 Schwab Way Westlake TX 76262	7964	990137.00	152674214	06/30/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/30/2025	Restricted Stock Lapse - See Remarks	TWILIO INC.			7964	06/30/2025	Equity Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
AIDAN VIGGIANO 101 Spear Street, Suite 500 San Francisco CA 94105	TWILIO INC	03/31/2025	7524	721384.00
AIDAN VIGGIANO 101 Spear Street, Suite 500 San Francisco CA 94105	TWILIO INC	04/03/2025	8735	800240.00
AIDAN VIGGIANO 101 Spear Street, Suite 500 San Francisco CA 94105	TWILIO INC	05/15/2025	1924	216925.00
AIDAN VIGGIANO 101 Spear Street, Suite 500 San Francisco CA 94105	TWILIO INC	05/20/2025	2156	249794.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the maximum return on the Barclays 2030 equity-linked notes?

The maximum payment is $1,600 per $1,000 note, representing a 60 % capped upside.

Do the notes guarantee principal protection?

At maturity investors receive at least $1,000 per note, but only if Barclays Bank PLC does not default or become subject to U.K. bail-in.

How is the payout determined at maturity?

Payment depends on the Reference Asset Return of the worst-performing index; if it is ≥0% you receive principal plus up to 60% gain; otherwise only principal.

Will the notes pay periodic interest or dividends?

No. There are no coupons or dividend entitlements; all value is realized at maturity.

Can I sell the notes before 2030?

Barclays Capital Inc. may provide a secondary market but is not obliged; prices will likely be below the $1,000 issue price and could be volatile.

Why is the estimated value below the issue price?

The $887.20–$967.20 fair-value range reflects dealer commissions, hedging costs and Barclays’ funding spread.

What tax treatment applies to U.S. investors?

Barclays intends to treat the notes as contingent payment debt instruments; investors must accrue taxable interest annually based on a comparable yield.