TWILIO INC 10-Q

Item 5. Other Information Securities Trading Plans of Directors and Executive Officers During the three months ended June 30, 2023, the following “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K) were adopted or terminated by our directors and officers, each of which was intended to satisfy the affirmative defense in Rule 10b5-1(c): On May 11, 2023 , Richard Dalzell , a former member of our Board of Directors who did not stand for re-election at our annual meeting of stockholders on June 13, 2023 , terminated a Rule 10b5-1 trading plan in connection with the termination of his service as a director. The terminated trading plan was effective until May 15, 2024 and provided for the sale of up to 18,000 shares of our Class A common stock. On May 23, 2023 , Dana Wagner , our Chief Legal Officer , adopted a Rule 10b5-1 trading plan (the “prior plan”) providing for the sale of shares of our Class A common stock. Due to clerical errors, prior to any sale being made pursuant to the prior plan, the prior plan was terminated on June 1, 2023 . Mr. Wagner adopted a new Rule 10b5-1 trading plan (the “updated plan”) on June 5, 2023 , to be effective until August 13, 2024, which provides for the sale of up to 94,379 shares of our Class A common stock, plus any shares acquired pursuant to equity awards granted after the adoption of the updated plan or purchased under our employee stock purchase plan prior to the termination of the updated plan. The number of shares listed above for Mr. Wagner includes performance-based awards presented at their target amounts and shares subject to limit orders that may or may not execute. The number of shares eligible for sale will also be reduced by shares sold in mandatory transactions to cover withholding taxes. Item 6. Exhibits The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein. EXHIBIT INDEX Exhibit Number Incorporated by Reference Description Form File No. Exhibit Filing Date 3.1 Certificate of Retirement of Class B Common Stock of Twilio Inc. dated June 28, 2023 8-K 001-37806 3.1 June 29, 2023 31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1* Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) __________________________________________ + Indicates management control of a compensatory plan, contract or agreement. * The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. 82 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TWILIO INC. August 8, 2023 /s/ JEFF LAWSON Jeff Lawson Director and Chief Executive Officer (Principal Executive Officer) August 8, 2023 /s/ AIDAN VIGGIANO Aidan Viggiano Chief Financial Officer (Principal Accounting and Financial Officer) 83