1 unchanged sentence
Securities Trading Plans of Directors and Executive Officers
−Removed: 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):
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The number of shares listed above for Mr.
−Removed: Shipchandler includes shares subject to limit orders that may or may not execute.
−Removed: The duration of the plan is until April 10, 2026 or earlier if all transactions under the plan have been completed.
−Removed: 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.
−Removed: The number of shares listed above for Ms.
−Removed: Rottenberg includes shares subject to limit orders that may or may not execute.
−Removed: The duration of the plan is until February 27, 2026 or earlier if all transactions under the plan have been completed.
−Removed: Disclosure Pursuant to Section 13(r) of the Exchange Act
−Removed: 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.
−Removed: economic sanctions during the reporting period, even when the activities, transactions or dealings are conducted in compliance with applicable law.
−Removed: The Company, through one of its non-U.S.
−Removed: 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.
−Removed: and MTN Irancell (collectively, the “Iranian Entities”).
−Removed: The Iranian Entities may be considered “Government of Iran” entities (as defined by Section 560.304 of title 31, Code of Federal Regulations).
−Removed: For the quarter ended March 31, 2025, the Company’s non-U.S.
−Removed: 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.
−Removed: These services have been terminated.
+Added: During the three months ended June 30, 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):
+Added: On June 6, 2025 , Aidan Viggiano , our Chief Financial Officer , adopted a Rule 10b5-1 trading plan providing for the sale of (i) shares of our common stock issuable upon the vesting and settlement of up to 68,226 RSUs outstanding prior to the adoption of the plan and (ii) certain shares of our common stock that Ms.
+Added: Viggiano will acquire upon the vesting and settlement of any RSUs that may be granted after the adoption of the plan, and in each case, net of shares sold in mandatory transactions to cover withholding taxes.
+Added: The shares listed above for Ms.
+Added: Viggiano include shares subject to limit orders that may or may not execute.
+Added: The duration of the plan is until July 31, 2026 or earlier if all transactions under the plan have been completed.
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.
3 unchanged sentences
Exhibit Filing Date
−Removed: A mended and Restated Non-Employee Director Compensation Policy
−Removed: Filed herewith
+Added: 3.1 Amended and Restated Certificat e of Incor poration of Twilio Inc.
+Added: 3.1 June 11, 2025
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
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__________________________________________
−Removed: * 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.
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.
−Removed: May 2, 2025 /s/ KHOZEMA Z.
+Added: August 8, 2025 /s/ KHOZEMA Z.
Director and Chief Executive Officer (Principal Executive Officer)
−Removed: May 2, 2025 /s/ AIDAN VIGGIANO
+Added: August 8, 2025 /s/ AIDAN VIGGIANO
Aidan Viggiano
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.