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Market Information for Common Stock
−Removed: Our Class A common stock is traded on the New York Stock Exchange under the symbol “TWLO.” Our Class B common stock is neither listed nor traded.
+Added: Our Class A common stock (“common stock”) is traded on the New York Stock Exchange under the symbol “TWLO.” Our Class B common stock is neither listed nor traded, and no Class B common stock is currently issued or outstanding.
Holders of Record
−Removed: As of January 31, 2023, we had 279 holders of record of our Class A common stock and Class B common stock.
−Removed: The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
+Added: As of January 31, 2024, we had 251 holders of record of our Class A common stock.
+Added: There are no holders of record of our Class B common stock.
+Added: The actual number of stockholders is greater than this number of holders of record and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
Dividend Policy
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We have presented below the cumulative five-year total return to our stockholders in comparison to the S&P 500 Index and S&P 500 Information Technology Index.
−Removed: An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each respective index at the market closing price on the last trading day for the fiscal year ended December 31, 2017, and its relative performance is tracked through December 31, 2022.
−Removed: The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock.
+Added: An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each respective index at the market closing price on the last trading day for the fiscal year ended December 31, 2018, and its relative performance is tracked through the last trading day for the fiscal year ended December 31, 2023.
+Added: The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock.
Sales of Unregistered Securities
−Removed: During the year ended December 31, 2022, we issued 88,408 shares of our unregistered Class A common stock to an independent donor advised fund to further our Twilio.org philanthropic goals.
+Added: During the year ended December 31, 2023, we issued 88,408 shares of our unregistered common stock to an independent donor advised fund to further our Twilio.org philanthropic goals.
The shares were “restricted securities” for purposes of Rule 144 under the Securities Act, and had an aggregate fair market value on the date of donation of $5.3 million.
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We believe the offer, sale and issuance of the above shares were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act because the issuance of the shares did not involve a public offering.
+Added: Issuer Purchases of Equity Securities
+Added: The following table summarizes the share repurchase activity for the three months ended December 31, 2023:
+Added: Total Number of Shares Purchased (1)
+Added: Average Price Paid Per Share (2)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
+Added: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
+Added: (In thousands) (In thousands) (In millions)
+Added: October 1 - 31, 2023
+Added: 943 $ 53.42 943 $ 399
+Added: November 1 - 30, 2023
+Added: 758 $ 54.16 758 $ 358
+Added: December 1 - 31, 2023
+Added: 415 $ 72.75 415 $ 328
+Added: _____________________________
+Added: (1) In February 2023, our board of directors authorized a share repurchase program to repurchase up to $1.0 billion in aggregate value of our Class A common stock.
+Added: Repurchases under the program can be made through open market transactions, privately negotiated transactions and other means in compliance with applicable federal securities laws, including through Rule 10b5-1 plans.
+Added: We have discretion in determining the conditions under which shares may be repurchased from time to time.
+Added: The program expires on December 31, 2024.
+Added: Refer to Note 18 — Stockholders' Equity in Part II, Item 8, of this Annual Report on Form 10-K for additional information related to share repurchases.
+Added: (2) Average price paid per share includes costs associated with the repurchases.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.