TWILIO INC 10-Q

Item 5. Other Information Securities Trading Plans of Directors and Executive Officers During the three months ended March 31, 2025, 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 February 24, 2025 , Khozema Shipchandler , our Chief Executive Officer and a member of our board of directors , adopted a Rule 10b5-1 trading plan providing for the sale of (i) up to an aggregate of 7,000 shares of our common stock held by Mr. Shipchandler, plus (ii) shares of our common stock issuable upon the vesting and settlement of 102,306 RSUs outstanding prior to the adoption of the plan, in addition to certain shares Mr. Shipchandler acquires upon the vesting and settlement of any RSUs that may be granted after the adoption of the plan, in each case, net of shares sold in mandatory transactions to cover withholding taxes, plus (iii) the exercise and sale of up to an aggregate of 76,316 shares of common stock subject to vested stock options. The number of shares listed above for Mr. Shipchandler includes shares subject to limit orders that may or may not execute. The duration of the plan is until April 10, 2026 or earlier if all transactions under the plan have been completed. On February 27, 2025 , Erika Rottenberg , a member of our board of directors , as trustee of the Erika Rottenberg Revocable Trust dated 1/28/2016 (the “Trust”), adopted a Rule 10b5-1 trading plan providing for the sale of (i) up to an aggregate of 10,600 shares of common stock held by the Trust, plus (ii) a number of additional shares corresponding to a portion of equity awards granted after the adoption of the plan. The number of shares listed above for Ms. Rottenberg includes shares subject to limit orders that may or may not execute. The duration of the plan is until February 27, 2026 or earlier if all transactions under the plan have been completed. 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 delivered 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 quarter ended March 31, 2025, 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 have been terminated. 72 Table of Contents 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 10.1* A mended and Restated Non-Employee Director Compensation Policy Filed herewith 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 a management contract or compensatory plan or arrangement. ** 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. 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. May 2, 2025 /s/ KHOZEMA Z. SHIPCHANDLER Khozema Z. Shipchandler Director and Chief Executive Officer (Principal Executive Officer) May 2, 2025 /s/ AIDAN VIGGIANO Aidan Viggiano Chief Financial Officer (Principal Accounting and Financial Officer) 73