What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-27 · 37 added, 26 removed, 158 unchanged (29% of the section changed)

5 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles.

generally accepted accounting principles.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer and oversight of the board of directors, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

13 unchanged sentences

During the three months ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).

Disclosure Pursuant to Section 13(r) of the Exchange Act

Section 13(r) of the Exchange Act requires an issuer to disclose certain information in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions or dealings with individuals or entities subject to specific U.S.

economic sanctions during the reporting period, even when the activities, transactions or dealings are conducted in compliance with applicable law.

The Company, through one of its non-U.S.

subsidiaries, is party to service agreements with a non-affiliated Swiss entity, pursuant to which the non-affiliated Swiss entity delivers SMS messages terminating in Iran through Mobile Telecommunication Company of Iran, Rightel Telecommunications Services Co.

and MTN Irancell (collectively, the “Iranian Entities”).

The Iranian Entities may be considered “Government of Iran” entities (as defined by Section 560.304 of title 31, Code of Federal Regulations).

For the year ended December 31, 2024, the Company’s non-U.S.

subsidiaries made payments to the non-affiliated Swiss entity to deliver SMS messages terminating in Iran but did not receive any gross revenue or net profits from the Iranian Entities associated with these services.

These services are in the process of being terminated.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

The Proxy Statement will be filed with the SEC within 120 days of the year ended December 31, 2024.

Our board of directors has adopted a code of conduct that applies to all officers, directors and employees, which is available on our website at (investors.twilio.com) under “Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

Our board of directors has adopted a code of conduct that applies to all officers, directors and employees, which is available on our website at http://investors.twilio.com under “Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

Executive Compensation

17 unchanged sentences

Exhibit Filing Date

2.1 Agreement and Plan of Merger and Reorganization, dated as of May 16, 2021, by and among Twilio Inc., Zeus Merger Sub I, Inc., Zeus Merger Sub II, LLC, Zipwhip, Inc.

and Fortis Advisors LLC

10-Q 001-37806

2.1 July 30, 2021

2.2 Agreement and Plan of Reorganization, dated as of October 12, 2020, by and among Twilio Inc., Scorpio Merger Sub, Inc., Segment,io, Inc., and Shareholder Representative Services LLC

2.1 November 5, 2020

3.1 Amended and Restated Certificate of Incorporation of Twilio Inc.

333-211634 3.1 June 13, 2016

3.2 Third Amended and Restated Bylaws of Twilio Inc.

001-37806 3.1 February 9, 2024

3.1 August 1, 2024

3.2 Fourth Amended and Restated Bylaws of Twilio Inc.

001-37806 3.1 January 23, 2025

3.3 Certificate of Retirement of Class B Common Stock of Twilio Inc, dated as of June 28, 2023

3.1 June 29, 2023

4.1 Form of Class A Common Stock Certificate of Twilio Inc.

S-1 333-211634 4.1 May 26, 2016

4.1 Indenture, dated as of March 9, 2021 by and between Twilio Inc.

14 unchanged sentences

10-K 001-37806 10.2 February 26, 2021

Amended and Restated 2016 Stock Option and Incentive Plan, and forms of a greements thereunder

Amended and Restated 2016 Stock Option and Incentive Plan, and forms of agreements thereunder

10-K 001-37806 10.3 February 26, 2021

5 unchanged sentences

10.1 February 22, 2023

10.6* Twilio Inc.

Amended and Restated Non-Employee Director Compensation Policy

10-Q 001-37806 10.1 November 4, 2022

10-Q 001-37806 10.4 May 8, 2024

10.7* Twilio Inc.

Amended and Restated 2016 Employee Stock Purchase Plan

2 unchanged sentences

Amended Chief Executive Officer Severance Plan

001-37806 10.2 February 22, 2023

001-37806 10.1 October 4, 2024

10.9* Twilio Inc.

Senior Executive Severance Plan

001-37806 10.3 February 22, 2023

001-37806 10.2 October 4, 2024

10.10* Twilio Inc.

6 unchanged sentences

10-K 001-37806 10.17 February 22, 2022

10.13* Offer Letter with Elena Donio, dated as of April 28, 2022

10-Q 001-37806 10.1 August 5, 2022

10.13* Offer Letter with Aidan Viggiano, dated February 10, 2023

4 unchanged sentences

001-37806 10.1 January 8, 2024

10.16 C ooperation Agreement, dated March 30, 2024

10.1 April 1, 2024

10.17 Sublease, dated as of August 30, 2018, by and between Salesforce.com, Inc.

13 unchanged sentences

8-K 001-37806 2.1 May 16, 2022

19.1 Policy on Insider Trading and Disclosure

Filed herewith

19.2 S pecial Trading Procedures for Designated Persons

Filed herewith

19.3 R equirements for 10b5-1 Trading Plans

Filed herewith

21.1 List of Subsidiaries of Twilio Inc.

3 unchanged sentences

24.1 Power of Attorney (included in signature page hereto) Filed herewith

Number Incorporated by Reference

Description Form File No.

Exhibit Filing Date

31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Filed herewith

Number Incorporated by Reference

Description Form File No.

Exhibit Filing Date

32.1** Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

3 unchanged sentences

Compensation Recovery Policy

Filed herewith

97.1 February 27, 2024

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

16 unchanged sentences

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.

February 26, 2025

/s/ KHOZEMA Z.

2 unchanged sentences

Each person whose signature appears below constitutes and appoints Khozema Z.

Shipchandler, Aidan Viggiano and Dana R.

Wagner, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Shipchandler and Aidan Viggiano, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

5 unchanged sentences

February 26, 2025 /s/ CHARLIE BELL

February 27, 2024 /s/ BYRON B.

February 26, 2025 /s/ DONNA L.

4 unchanged sentences

Erika Rottenberg

February 26, 2025 /s/ ANDY STAFMAN

February 26, 2025 /s/ MIYUKI SUZUKI

1 unchanged sentence

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.

What changed 10-K

Item 9A. Controls and Procedures