TWLO 8-K Current Reports

Twilio 8-K Report, Financial Results (Oct 29, 2026)

Twilio Inc. reported third quarter 2026 results for the quarter ended September 30, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. Revenue was $1.56 billion, up 20% year-over-year on a reported basis and 16% on an organic basis. GAAP income from operations was $149 million, up 263% year-over-year, and non-GAAP income from operations was $326 million, up 39%. GAAP diluted net income per share was $1.00, compared with $0.23 a year earlier, and non-GAAP diluted net income per share was $1.65, compared with $1.25. Net cash provided by operating activities was $389.2 million and free cash flow was $369.6 million. The company raised its full-year 2026 outlook. Reported revenue growth is now expected to be 20%, up from 18% to 18.5%, and organic revenue growth 15%, up from 13% to 13.5%. Non-GAAP income from operations and free cash flow are each now expected to be $1.19 billion to $1.20 billion, up from $1.135 billion to $1.155 billion. For the fourth quarter, Twilio initiated revenue guidance of $1.595 billion to $1.605 billion, implying 17% to 17.5% reported growth and 11% to 12% organic growth, with non-GAAP income from operations of $300 million to $310 million and non-GAAP diluted EPS of $1.48 to $1.53. Dollar-Based Net Expansion Rate was 114% for the quarter, compared with 109% a year earlier. During the quarter Twilio repurchased $127.2 million of Class A common stock. Cumulative repurchases under the January 2025 authorization total approximately $1.3 billion, leaving approximately $700 million available, with the program set to expire on December 31, 2027. The company reported 5,625 employees as of September 30, 2026.

Oct 29, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Twilio 8-K Report, Financial Results (Aug 6, 2026)

Twilio Inc. (NYSE: TWLO) reported second quarter 2026 results for the quarter ended June 30, 2026, in a press release furnished as Exhibit 99.1. Revenue was $1.50 billion, up 22% year-over-year and up 17% on an organic basis. GAAP income from operations was $84.5 million, up 129% year-over-year, while non-GAAP income from operations was $284.6 million, up 29%. GAAP diluted net income per share was $6.68, which included a non-cash benefit of $5.91 per share from the release of a significant portion of the valuation allowance against U.S. deferred tax assets. Non-GAAP diluted EPS was $1.47, compared with $1.19 in the second quarter of 2025. Cash generation was strong, with net cash provided by operating activities of $372.4 million and free cash flow of $352.6 million. Dollar-Based Net Expansion Rate was 116%, compared with 108% a year earlier. During the quarter Twilio repurchased $66.0 million of Class A common stock, and $826.0 million remained available under its $2.0 billion repurchase authorization as of June 30, 2026. For the third quarter of 2026, Twilio guided to revenue of $1.505 to $1.515 billion (16% to 16.5% reported growth; 11% to 12% organic growth) and non-GAAP income from operations of $285 to $295 million. Full-year 2026 guidance was raised: reported revenue growth to 18% to 18.5% (from 14% to 15%), organic revenue growth to 13% to 13.5% (from 9.5% to 10.5%), and non-GAAP income from operations and free cash flow each to $1.135 to $1.155 billion (from $1.08 to $1.10 billion).

Aug 6, 2026 8-K

Twilio 8-K Report, Executive Changes (Jun 17, 2026)

Twilio Inc. filed this Current Report on Form 8-K to report the results of its 2026 Annual Meeting of Stockholders, held June 16, 2026. Holders of 131,137,989 shares of Class A Common Stock, representing 86.40% of the voting power of the Class A Common Stock outstanding and entitled to vote as of the April 17, 2026 record date, were present in person or by proxy, which constituted a quorum. Stockholders voted on five proposals, and the filing reports that all five were approved or ratified. The most consequential actions for shareholders are the approval of the Amended and Restated 2016 Stock Option and Incentive Plan and the Amended and Restated 2016 Employee Stock Purchase Plan. The equity plan received 88,949,992 votes for and 30,250,610 against, with 91,571 abstentions and 11,845,816 broker non-votes. The employee stock purchase plan received 118,850,839 votes for and 398,239 against, with 43,095 abstentions and 11,845,816 broker non-votes. The plans are described in the Company's April 28, 2026 proxy statement, and their full texts are filed as Exhibits 10.1 and 10.2. Stockholders also re-elected four Class I directors, ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of the named executive officers. The advisory say-on-pay vote recorded 111,551,506 votes for and 7,515,131 against.

Jun 17, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Twilio 8-K Report, Financial Results (Apr 30, 2026)

Twilio Inc. (NYSE: TWLO) reported first quarter 2026 results for the quarter ended March 31, 2026, in a press release furnished as Exhibit 99.1. Revenue was $1.41 billion, up 20% year-over-year reported and 16% organic. GAAP income from operations was $107.7 million, compared with $23.1 million a year earlier, and non-GAAP income from operations was $278.9 million, up 31%. GAAP diluted earnings per share were $0.57 and non-GAAP diluted earnings per share were $1.50, compared with $0.12 and $1.14 in the first quarter of 2025. Dollar-Based Net Expansion Rate was 114%, versus 107% a year earlier. Net cash provided by operating activities was $153.2 million and free cash flow was $132.3 million, both lower than the prior-year quarter. The company raised its full-year 2026 outlook. Reported revenue growth is now expected at 14% to 15% (previously 11.5% to 12.5%), organic revenue growth at 9.5% to 10.5% (previously 8% to 9%), and non-GAAP income from operations and free cash flow are each expected at $1.08 billion to $1.10 billion (previously $1.04 billion to $1.06 billion). For the second quarter of 2026, the company guided to revenue of $1.420 billion to $1.430 billion and non-GAAP diluted EPS of $1.27 to $1.32. During the quarter Twilio repurchased $253.4 million of Class A common stock. About $892.0 million remained available under the $2.0 billion program, which expires December 31, 2027, as of March 31, 2026. The company also stated it has discontinued disclosure of Active Customer Accounts as a key metric.

Apr 30, 2026 8-K

Twilio 8-K Report, Executive Changes (Mar 24, 2026)

Twilio Inc. (TWLO) filed a Current Report on Form 8-K dated March 24, 2026, announcing the appointment of Doug Robinson to its Board of Directors, effective immediately. The Board, acting on the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board from nine to ten directors and expanded Class I from three to four directors. Mr. Robinson will serve as a Class I director until the 2026 Annual Meeting of Stockholders and has also been named to the Compensation and Talent Management Committee. Mr. Robinson previously spent 15 years at Workday, most recently as Co-President, where he oversaw the company's global go-to-market (GTM) efforts across all industries and its revenue growth in new and emerging markets. He currently sits on the board of Varicent and advises Ema AI, Guild Education, and Savo. The filing states he will receive standard non-employee director compensation under the company's existing policy and will enter into the company's standard indemnification agreement. The press release furnished as Exhibit 99.1 frames the appointment around Twilio's push to become a foundational infrastructure platform for the AI era and to accelerate growth and transform its GTM organization. The filing does not report financial results, guidance, or other financial metrics. The Item 7.01 disclosure is furnished, not filed, for purposes of Section 18 of the Exchange Act.

Mar 24, 2026 8-K

Twilio 8-K Report, Financial Results (Feb 12, 2026)

Twilio Inc. (NYSE: TWLO) reported fourth quarter and full year 2025 results in a press release furnished as Exhibit 99.1. For Q4 2025, revenue was $1.37 billion, up 14% year-over-year and 12% organic. GAAP income from operations was $56.8 million, compared with $13.7 million in Q4 2024, while non-GAAP income from operations was $255.6 million, compared with $197.0 million. GAAP net loss per diluted share was $0.30, compared with $0.08 a year earlier, and non-GAAP diluted EPS was $1.33, compared with $1.00. For full year 2025, revenue was $5.07 billion, up 14% reported and 13% organic. GAAP income from operations was $157.8 million, versus a loss of $53.7 million in 2024, and non-GAAP income from operations was $924.0 million, versus $714.4 million. Net cash provided by operating activities was $1.0 billion and free cash flow was $945.4 million, compared with $657.5 million in 2024. Dollar-Based Net Expansion Rate was 108% for the full year 2025, compared with 104% for 2024, and Active Customer Accounts exceeded 402,000 at year-end. For 2026, Twilio initiated first-quarter revenue guidance of $1.335 to $1.345 billion, implying 14% to 15% reported and 10% to 11% organic growth, and full-year guidance of 11.5% to 12.5% reported and 8% to 9% organic revenue growth, with 2026 non-GAAP income from operations of $1.04 to $1.06 billion and free cash flow of $1.04 to $1.06 billion. The company also disclosed that about $854.6 million of shares were repurchased in 2025, leaving approximately $1.1 billion available under a $2.0 billion program that expires December 31, 2027.

Feb 12, 2026 8-K

Twilio 8-K Report, Financial Results (Oct 30, 2025)

Twilio Inc. (NYSE: TWLO) reported third quarter 2025 results for the quarter ended September 30, 2025, in a press release furnished as Exhibit 99.1 to this Item 2.02 filing. Revenue was $1.3 billion, up 15% year-over-year and up 13% on an organic basis. GAAP income from operations was $40.9 million, compared with a GAAP loss from operations of $4.9 million in the third quarter of 2024, and non-GAAP income from operations was $234.5 million, compared with $182.4 million a year earlier. GAAP net income attributable to common stockholders was $37.2 million, or $0.23 per diluted share, and non-GAAP diluted earnings per share was $1.25. Net cash provided by operating activities was $263.6 million and free cash flow was $247.5 million. The company raised its full-year 2025 guidance. Reported revenue growth is now expected at 12.4% to 12.6% (previously 10% to 11%), organic revenue growth at 11.3% to 11.5% (previously 9% to 10%), non-GAAP income from operations at $900 to $910 million (previously $850 to $875 million), and free cash flow at $920 to $930 million (previously $875 to $900 million). Fourth-quarter 2025 guidance projects revenue of $1,310 to $1,320 million and non-GAAP income from operations of $230 to $240 million. Dollar-based net expansion rate was 109%, compared with 105% in the third quarter of 2024, and active customer accounts were more than 392,000, compared with more than 320,000 a year earlier. Capital allocation and M&A were also covered. Twilio repurchased $349.8 million of Class A common stock in the third quarter and has about $1.3 billion remaining under its $2.0 billion authorization, which expires December 31, 2027. The company also entered into a definitive agreement to acquire Stytch, Inc., an identity platform for AI agents, with closing expected in mid-November, subject to customary conditions.

Oct 30, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Twilio 8-K Report, Financial Results (Aug 7, 2025)

Twilio Inc. (NYSE: TWLO) reported second quarter 2025 results for the quarter ended June 30, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $1.23 billion ($1,228,425 thousand), up 13% year-over-year on both a reported and organic basis, with Communications revenue of $1.15 billion, up 14%, and Segment revenue of $75.5 million, flat year-over-year. GAAP income from operations was $37.0 million, compared with a GAAP loss from operations of $19.0 million in the second quarter of 2024, while non-GAAP income from operations was $220.5 million, up from $175.3 million. GAAP diluted EPS was $0.14 and non-GAAP diluted EPS was $1.19, compared with $0.87 a year earlier. Cash generation was strong: net cash provided by operating activities was $277.1 million and free cash flow was $263.5 million, compared with $213.3 million and $197.6 million in the prior-year quarter. The company repurchased $176.7 million of Class A common stock during the quarter under a $2.0 billion authorization that runs through December 31, 2027. Active Customer Accounts exceeded 349,000 and the Dollar-Based Net Expansion Rate was 108%, versus 102% a year earlier. For guidance, Twilio initiated third quarter 2025 targets of $1,245 - $1,255 million in revenue (10% - 11% year-over-year reported growth), $205 - $215 million in non-GAAP income from operations, and non-GAAP diluted EPS of $1.01 - $1.06. For fiscal 2025 it raised its organic revenue growth target to 9% - 10% from 7.5% - 8.5%, initiated a reported revenue growth target of 10% - 11%, reiterated non-GAAP income from operations of $850 - $875 million, and raised its free cash flow target to $875 - $900 million from $850 - $875 million.

Aug 7, 2025 8-K

Twilio 8-K Report, Bylaw Amendment (Jun 11, 2025)

Twilio Inc. held its Annual Meeting of Stockholders on June 10, 2025, where stockholders approved three amendments to the Company's Amended and Restated Certificate of Incorporation. The amendments declassify the board of directors, eliminate supermajority voting provisions, and remove inoperative provisions, including references to Class B common stock, along with other miscellaneous updates. The Company filed the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 10, 2025, and it became effective upon filing. The full text is attached as Exhibit 3.1. Holders of 123,304,985 shares of Class A Common Stock, representing 80.76% of the voting power of outstanding Class A common stock as of the April 15, 2025 record date, were present in person or by proxy, which constituted a quorum. Stockholders re-elected Donna Dubinsky, Deval Patrick and Miyuki Suzuki as Class III directors to serve until the 2028 annual meeting. They also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and approved, on a non-binding advisory basis, the compensation of the named executive officers. Each charter amendment was approved with substantial support. Declassification passed with 103,274,866 votes for and 5,956,347 against, supermajority elimination with 103,149,142 for and 6,094,211 against, and the inoperative-provisions amendment with 109,188,753 for and 65,066 against. The say-on-pay vote recorded 92,397,076 for and 16,819,154 against.

Jun 11, 2025 8-K

Twilio 8-K Report, Financial Results (May 1, 2025)

Twilio Inc. (NYSE: TWLO) reported first quarter 2025 results for the quarter ended March 31, 2025, furnished as Exhibit 99.1 to this Item 2.02 Current Report. Revenue was $1.17 billion, up 12% year-over-year, with Communications revenue of $1.10 billion, up 13%, and Segment revenue of $75.7 million, up 1%. GAAP income from operations was $23.1 million, compared with a GAAP loss from operations of $43.5 million in the first quarter of 2024, while non-GAAP income from operations rose to $213.4 million from $159.6 million. GAAP diluted EPS was $0.12 and non-GAAP diluted EPS was $1.14, versus $0.80 a year earlier. Net cash provided by operating activities was $191.0 million and free cash flow was $178.3 million. Management raised its full-year 2025 guidance: organic revenue growth is now expected at 7.5% to 8.5%, compared with 7% to 8% previously, and non-GAAP income from operations and free cash flow targets were both raised to $850 to $875 million from $825 to $850 million. Second-quarter 2025 guidance calls for revenue of $1,180 to $1,190 million (9% to 10% year-over-year growth) and non-GAAP income from operations of $195 to $205 million. Dollar-based net expansion rate was 107% for the quarter, compared with 102% a year earlier, and Active Customer Accounts exceeded 335,000 as of March 31, 2025. The Board authorized a share repurchase program in January 2025 of up to $2.0 billion of Class A common stock, expiring December 31, 2027, under which Twilio repurchased $130.2 million of shares during the first quarter. The filing states that the Company's CEO, Khozema Shipchandler, said revenue growth accelerated and that the company continues to operate with more discipline and rigor.

May 1, 2025 8-K

Earnings & ResultsCorporate ChangesOther Events+1

Twilio 8-K Report, Financial Results (Feb 13, 2025)

Twilio Inc. (NYSE: TWLO) reported fourth quarter and full year 2024 results on February 13, 2025, as stated in a press release furnished as Exhibit 99.1. Fourth quarter revenue was $1.19 billion, up 11% year-over-year, and full year revenue was $4.46 billion, up 7% reported and 9% organic. The company posted its first quarter of GAAP operating profitability, with fourth quarter GAAP income from operations of $14 million ($13.7 million), while full year GAAP loss from operations was $54 million. Non-GAAP income from operations was $197 million for the quarter and $714 million for the full year. The company also recorded $16.8 million in bad debt expenses related to customer Oi SA in the quarter, which reduced both GAAP and non-GAAP operating income. Full year 2024 operating cash flow was $716.2 million and free cash flow was $657.5 million. Fourth quarter GAAP net loss per share was $0.08, and non-GAAP diluted EPS was $1.00. Dollar-Based Net Expansion Rate was 106% for the fourth quarter and 104% for the full year 2024. The board authorized a new share repurchase program of up to $2.0 billion through December 31, 2027, following completion of $3.0 billion in aggregate repurchases under prior programs. For the first quarter of 2025, Twilio initiated guidance calling for revenue of $1,130 to $1,140 million (8% to 9% year-over-year growth) and non-GAAP income from operations of $180 to $190 million. For fiscal 2025, the company reiterated targets from its January 23, 2025 investor day: organic revenue growth of 7% to 8%, non-GAAP income from operations of $825 to $850 million, and free cash flow of $825 to $850 million.

Feb 13, 2025 8-K

Twilio 8-K Report, Financial Results (Jan 23, 2025)

Twilio Inc. (TWLO) furnished preliminary, unaudited estimated results for the quarter and full year ended December 31, 2024, in connection with its Investor Day on January 23, 2025. The company expects fourth-quarter 2024 revenue growth of approximately 11% year-over-year and positive GAAP income from operations for the quarter. Non-GAAP income from operations for the fourth quarter and full year 2024 is expected to be above the top end of the guidance ranges provided on October 30, 2024, while full-year 2024 free cash flow is expected to fall within the originally guided range. The company will report final results on February 13, 2025, and these estimates remain subject to financial closing procedures and KPMG LLP has not audited or reviewed them. Separately, the Board adopted Fourth Amended and Restated Bylaws effective January 19, 2025. The changes lower the stockholder vote needed to amend bylaws to a majority of total voting power, update advance notice and universal proxy provisions, revise board action, committee and officer provisions, and modify advancement of expenses and indemnification for directors and officers. The amendments were described as enhancing corporate governance in light of recent developments in Delaware law. The Board also authorized a new $2.0 billion share repurchase program for Class A common stock, running through December 31, 2027. The program replaces previously authorized programs, which expired on December 31, 2024, and may be executed through open market, privately negotiated, or Rule 10b5-1 plan transactions at the company's discretion.

Jan 23, 2025 8-K

Twilio 8-K Report, Executive Changes (Dec 16, 2024)

Twilio Inc. filed this Form 8-K dated December 16, 2024, reporting an event from December 13, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). On December 13, 2024, Dana Wagner, the Chief Legal Officer and Corporate Secretary, notified the company of his intention to resign from his positions. To ensure a smooth transition, Mr. Wagner will remain employed in his current positions through January 1, 2025. He will not receive any severance payments or benefits in connection with his departure. The filing is a limited leadership-change disclosure with no financial results, guidance, or operational metrics. For investors, the main takeaway is the planned departure of the company's top legal officer, with a defined end date and no severance costs disclosed.

Dec 16, 2024 8-K

Twilio 8-K Report, Financial Results (Oct 30, 2024)

Twilio Inc. (NYSE: TWLO) reported third quarter 2024 results on October 30, 2024, with total revenue of $1.134 billion, up 10% year-over-year. Communications revenue was $1.060 billion, up 10%, while Segment revenue was $73.4 million, flat year-over-year. GAAP loss from operations narrowed to $4.9 million from $108.9 million a year earlier, and non-GAAP income from operations rose to $182.4 million from $136.4 million. GAAP net loss attributable to common stockholders was $9.7 million, or $0.06 per share, compared with $0.78 per share in the third quarter of 2023. Non-GAAP diluted earnings per share were $1.02, versus $0.58 a year earlier. Cash generation remained solid, with net cash provided by operating activities of $204.3 million and free cash flow of $189.1 million in the quarter. Active Customer Accounts exceeded 320,000 and the Dollar-Based Net Expansion Rate was 105%, up from 101% a year earlier. For the nine months ended September 30, 2024, the company reported $1.91 billion in repurchases of Class A common stock in its cash flow statement, and it stated that it has completed over $2.7 billion of aggregate repurchases under its authorizations and targets completing the remaining balance before the end of 2024. Management raised its full-year 2024 non-GAAP income from operations guidance to $700 to $710 million, up from $650 to $675 million, and set full-year free cash flow guidance of $650 to $675 million. Full-year organic revenue growth guidance was raised to 7.5% to 8%, from 6% to 7%. Fourth-quarter 2024 guidance calls for revenue of $1.150 to $1.160 billion and non-GAAP income from operations of $185 to $195 million.

Oct 30, 2024 8-K

Twilio 8-K Report, Executive Changes (Oct 4, 2024)

Twilio Inc. filed this Form 8-K on October 4, 2024 under Item 5.02 to report amendments to its executive severance arrangements. On September 30, 2024, the Compensation and Talent Management Committee of the Board of Directors amended both the Amended Chief Executive Officer Severance Plan and the Senior Executive Severance Plan covering the non-CEO executive team. The amendments provide that a specified percentage of each participant's annual target bonus is payable upon a qualifying termination in connection with a change in control. Under the amended plans, a participant terminated without Cause, death or disability, or who resigns for Good Reason within the period beginning three months before and ending 12 months after a Change in Control becomes eligible for benefits. These are subject to a general release of claims. The CEO plan provides a lump sum of 24 months of base salary plus 200% of annual target bonus, up to 24 months of COBRA-equivalent employer health contributions, and full accelerated vesting of equity awards. The Senior Executive plan provides 18 months of base salary plus 150% of annual target bonus, up to 18 months of COBRA-equivalent contributions, and the same full equity acceleration. Equity awards with performance conditions are deemed satisfied at target levels. The filing describes these as compensatory arrangements for certified officers and does not report any change in executive titles or board membership. The full plan texts are filed as Exhibits 10.1 and 10.2, and the filing includes the Inline XBRL cover page as Exhibit 104. Investors may view the changes as relevant to potential executive retention and takeover-related costs, since the severance benefits are tied to a change in control.

Oct 4, 2024 8-K

Twilio 8-K Report, Financial Results (Aug 1, 2024)

Twilio Inc. filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release announcing its financial results for the quarter ended June 30, 2024. Revenue was $1.08 billion, up 4% year-over-year reported and 7% organic. GAAP loss from operations was $19.0 million, compared with $141.8 million in the second quarter of 2023, while non-GAAP income from operations was $175.3 million, compared with $120.1 million. GAAP net loss per share was $0.19, compared with $0.91 a year earlier, and non-GAAP diluted earnings per share were $0.87, compared with $0.54. Net cash provided by operating activities was $213.3 million and free cash flow was $197.6 million. Twilio raised its full-year 2024 non-GAAP income from operations guidance to $650 - $675 million, up from $585 - $635 million previously, and narrowed its full-year 2024 organic revenue growth guidance to 6% - 7%, from 5% - 10% previously. For the third quarter of 2024, the company guided to revenue of $1,085 - $1,095 million and non-GAAP income from operations of $160 - $170 million. Dollar-Based Net Expansion Rate was 102% for the quarter, compared with 103% a year earlier, and Active Customer Accounts exceeded 316,000. On capital allocation, Twilio has completed over $2.2 billion of aggregate share repurchases under authorizations totaling $3.0 billion, and it is targeting completion of the remaining $0.8 billion before the end of 2024. The company also reported 5,507 employees as of June 30, 2024.

Aug 1, 2024 8-K

Shareholder Matters

Twilio 8-K Report, Shareholder Vote Results (Jun 10, 2024)

Twilio Inc. (TWLO) held its 2024 Annual Meeting of Stockholders on June 6, 2024. Holders of 138,898,158 shares of Class A Common Stock, representing 79.53% of the voting power outstanding as of the April 15, 2024 record date, were present in person or by proxy, which constituted a quorum. Stockholders voted on five proposals, each described in the definitive proxy statement filed April 26, 2024. Stockholders elected Jeff Epstein, Khozema Shipchandler, and Andrew Stafman as Class II directors to serve until the 2027 annual meeting. Epstein received the fewest votes for, with 71,741,601 for and 47,454,013 withheld, while Shipchandler received 118,062,793 for and Stafman received 112,117,957 for. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 137,461,341 votes for and 1,269,712 against. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 99,631,123 for and 19,383,794 against. Stockholders expressed a preference for holding say-on-pay votes every one year, with 109,876,271 votes, and the company plans to hold these votes annually. Stockholders did not approve the management proposal to amend the certificate of incorporation to declassify the board of directors, which received 112,213,240 votes for, 6,758,281 against, and 224,093 abstentions.

Jun 10, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

Twilio 8-K Report, Financial Results (May 7, 2024)

Twilio Inc. (NYSE: TWLO) furnished an 8-K under Item 2.02 reporting results for the quarter ended March 31, 2024, via a press release (Exhibit 99.1) issued May 7, 2024. First-quarter revenue was $1.05 billion ($1,047,050 thousand), up 4% year-over-year and 7% on an organic basis. GAAP loss from operations narrowed to $43.5 million from $264.1 million a year earlier, while non-GAAP income from operations was $159.6 million versus $103.8 million. Net loss attributable to common stockholders was $55.3 million, or $0.31 per share, compared with $342.1 million, or $1.84 per share, in the prior-year quarter. Non-GAAP diluted EPS was $0.80. Cash generation was strong: net cash provided by operating activities was $190.1 million and free cash flow was $177.3 million, compared with negative figures in the first quarter of 2023. Active Customer Accounts exceeded 313,000, and the Dollar-Based Net Expansion Rate was 102%, down from 106% a year earlier. The company also repurchased $356.9 million of Class A common stock in the quarter, and its board authorized an additional $2.0 billion in March 2024; Twilio has completed about $1.5 billion of aggregate repurchases to date and targets finishing the remaining $1.5 billion before the end of 2024. For the outlook, Twilio initiated second-quarter 2024 guidance calling for revenue of $1,050 to $1,060 million, organic revenue growth of 4% to 5%, and non-GAAP income from operations of $135 to $145 million. It raised full-year 2024 non-GAAP income from operations guidance to $585 to $635 million and reaffirmed full-year organic revenue growth guidance of 5% to 10%.

May 7, 2024 8-K

Twilio 8-K Report, Executive Changes (Apr 4, 2024)

Twilio Inc. (TWLO) filed this Form 8-K on April 4, 2024 to report two matters. First, director Byron Deeter, an independent board member, notified the Board on April 3, 2024 that he will retire from the Board and not stand for re-election, effective at the expiration of his current term immediately before the 2024 annual meeting of stockholders. The filing states his decision was not due to any disagreement with the Company. Following his retirement, the Board will shrink from ten to nine members, and Class II will shrink from four to three directors. Second, the Board approved, subject to stockholder approval at the 2024 Annual Meeting, an amendment to the certificate of incorporation to declassify the Board. If approved, directors would move to one-year terms beginning with the 2025 annual meeting. The company's press release, furnished as Exhibit 99.1, says the change builds on the prior sunset of the dual-class share structure and the separation of the Chair and CEO roles earlier in 2024. The filing also notes that Twilio intends to file a proxy statement and a WHITE proxy card for the 2024 Annual Meeting, which signals a potential proxy contest context in the solicitation language. For investors, the filing is primarily a governance update: a long-serving director is departing, the board is shrinking, and the company is moving toward annual director elections, subject to a shareholder vote.

Apr 4, 2024 8-K

Leadership ChangesMaterial AgreementsRegulation FD+1

Twilio 8-K Report, Material Agreement (Apr 1, 2024)

Twilio Inc. (NYSE: TWLO) entered into a cooperation agreement dated March 30, 2024 with Sachem Head Capital Management LP and certain of its affiliates. Under the agreement, Twilio appointed Andy J. Stafman, a partner at Sachem Head, to its Board of Directors as a Class II director, effective immediately, with a term expiring at the 2024 annual meeting of stockholders. The Board was increased from nine to ten members, and Class II was increased from three to four directors. The company also agreed to nominate Mr. Stafman for election at the 2024 annual meeting and to cooperate with Sachem Head on selecting a successor if he leaves the Board. The agreement includes standstill, voting and confidentiality commitments from Sachem Head and a customary mutual non-disparagement provision. Twilio's obligations regarding Mr. Stafman terminate in certain circumstances, including if Sachem Head's aggregate net long position falls below 50% of its beneficial ownership of Class A common stock as of the agreement date. The agreement remains effective until the later of 30 calendar days after Mr. Stafman (or any replacement) leaves the Board and one calendar day after the conclusion of the 2025 annual meeting. Mr. Stafman will receive standard non-employee director compensation, including an initial grant of restricted stock units valued at approximately $575,000 that vests annually over three years. CEO Khozema Shipchandler said the company is positioned to pursue AI opportunities by converging its data capabilities with its Communications solutions. Twilio also plans to hold an investor day within the next twelve months to discuss strategy and share medium-term financial targets. The company has filed a proxy statement and WHITE proxy card in connection with its 2024 annual meeting.

Apr 1, 2024 8-K

Regulation FDOther EventsExhibits & Filings

Twilio 8-K Report, Regulation FD Disclosure (Mar 5, 2024)

Twilio Inc. (NYSE: TWLO) announced on March 5, 2024 that it has concluded an operational review of its Segment business, which represented 7% of Twilio's 2023 revenue. After considering alternatives including a sale of the business, the Board and management determined that retaining Segment and pursuing near-term operational changes is expected to create the most shareholder value. The company set a goal of achieving break-even non-GAAP income from operations for Segment by Q2 2025, with non-GAAP operating profitability thereafter. Twilio also plans to accelerate its path to consolidated GAAP operating profitability to Q4 2025. The company provided FY 2024 targets of 5%-10% organic year-over-year revenue growth and non-GAAP income from operations of $550 million to $600 million, which include an estimated $90 million of incremental expenses tied to a new employee cash bonus program aimed at reducing stock-based compensation over time. These targets replace the medium-term framework provided on May 9, 2023. Twilio affirmed its first-quarter 2024 guidance given on February 14, 2024. Thomas Wyatt, formerly of People.ai, was appointed President of Segment effective March 11, 2024. Separately, the Board authorized an additional $2 billion share repurchase program expiring December 31, 2024, on top of the $1 billion program authorized in 2023. Twilio has completed almost $800 million under the initial program and targets roughly $2.2 billion of total further repurchases through the end of 2024, subject to legal requirements, price, and market conditions.

Mar 5, 2024 8-K

Corporate ChangesExhibits & Filings

Twilio 8-K Report, Financial Results (Feb 14, 2024)

Twilio Inc. (NYSE: TWLO) reported fourth quarter and full year 2023 results on February 14, 2024, as described in Exhibit 99.1, a press release. Fourth quarter revenue was $1.08 billion, up 5% reported and 8% organic year-over-year. Full year revenue was $4.15 billion, up 9% reported and 10% organic. GAAP loss from operations was $361.7 million for the quarter and $876.5 million for the full year, while non-GAAP income from operations was $172.6 million and $533.0 million, respectively. Full year net cash provided by operating activities was $414.8 million and free cash flow was $363.5 million. The filing highlights several items relevant to investors. Twilio recorded a $285.7 million impairment related to intangible assets from the Segment acquisition, and management is conducting an operational review of the Segment business unit, with details expected in March 2024. Twilio also disclosed a leadership change, with Khozema Shipchandler succeeding Jeff Lawson as CEO effective January 8, 2024. Dollar-based net expansion rate declined to 103% for the full year 2023 from 121% in 2022. For guidance, Twilio initiated first quarter 2024 outlook calling for revenue of $1,025 million to $1,035 million and non-GAAP income from operations of $120 million to $130 million. The company expects full-year 2024 non-GAAP income from operations to at least exceed 2023 levels, with a fuller outlook to follow the Segment review. The company also had $730 million of its $1.0 billion share repurchase program completed as of the release date.

Feb 14, 2024 8-K

Twilio 8-K Report, Bylaw Amendment (Feb 9, 2024)

On February 8, 2024, the Board of Directors of Twilio Inc. approved and adopted the Third Amended and Restated Bylaws, effective immediately upon approval. The amendments are described as intended to enhance corporate governance and facilitate stockholder input in director elections, and to reflect recent developments in Delaware law. The main changes concern stockholder director nominations and business proposals. The filing revises the definition of "Acting in Concert" so that persons are deemed to be acting in concert only if they have an agreement, arrangement or understanding regarding the nomination or business proposed at a meeting. It also removes "any other person or entity" from the parties whose arrangements must be disclosed for business proposals, removes disclosure requirements for "Responsible Persons" and certain other interests, and adds a definition of "principal competitor" for disclosures about interests in competitors. Stockholder meeting mechanics on adjournment and preparation of stockholder lists were also revised to conform to recent amendments to the Delaware General Corporation Law. For investors, this is a governance update rather than a financial event, and the filing contains no financial results or figures. The full text of the amended bylaws is attached as Exhibit 3.1 and should be reviewed for specifics.

Feb 9, 2024 8-K

Earnings & ResultsLeadership ChangesRegulation FD+2

Twilio 8-K Report, Financial Results (Jan 8, 2024)

On January 8, 2024, Twilio Inc. announced a CEO transition. Jeff Lawson resigned as CEO, Board member and Board Chair effective January 8, 2024, and the Board appointed Khozema Shipchandler, previously President, Twilio Communications, as CEO and a director effective the same day. Jeff Epstein, a director and Lead Independent Director since 2017, was appointed Board Chair. The company said Lawson's Board resignation was not due to any disagreement with the company on its operations, policies or practices. Shipchandler's offer letter sets a base salary of $1,100,000, an initial target bonus of 100% of base salary, an RSU award of approximately $10,000,000 and a PSU award of approximately $15,000,000. He will also participate in the amended CEO Severance Plan, which provides 18 months of base salary on a qualifying termination outside the change in control period and 24 months within it. Lawson's separation agreement provides a lump sum of $99,840, full vesting of time-based awards covering 68,124 Class A shares, an extended option exercise period and 18 months of COBRA premium payments. Twilio also expects fourth-quarter 2023 revenue and non-GAAP income from operations, and full-year 2023 non-GAAP income from operations, to be above the top end of the guidance ranges it gave on November 8, 2023. The company will report full results on February 14, 2024. The press release cites free cash flow margin of 19% for the quarter ended September 30, 2023.

Jan 8, 2024 8-K

Financial EventsRegulation FDExhibits & Filings

Twilio 8-K Report, Exit or Disposal Costs (Dec 4, 2023)

On December 4, 2023, Twilio Inc. committed to a further workforce restructuring plan (the "December Plan") intended to streamline operations and accelerate its path to delivering profitable growth. The plan includes eliminating approximately 5% of the company's current workforce. The company estimates it will incur approximately $25-$35 million in charges, consisting of employee transition, notice period and severance payments, employee benefits, and related facilitation costs, substantially all of which are expected to result in future cash outlays. The majority of these charges are expected in the fourth quarter of 2023, with execution, including cash payments, substantially complete by the end of the first quarter of 2024, though local consultation requirements may extend this in certain countries. The filing also states that Twilio Flex, the cloud contact center product, will be reported within the Twilio Communications segment in future periods, with prior periods recast for comparison. In the accompanying letter from CEO Jeff Lawson, the company says Segment go-to-market spending is being right-sized because growth has not met expectations, Flex go-to-market is being consolidated into Communications, and standalone Programmable Video is being end-of-lifed in favor of partnering with video industry leaders. The company reaffirmed its fourth-quarter and fiscal year 2023 guidance provided on November 8, 2023. The December Plan costs will be included in GAAP results but excluded from certain non-GAAP results.

Dec 4, 2023 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Twilio 8-K Report, Executive Changes (Dec 1, 2023)

Twilio Inc. filed a Form 8-K on December 1, 2023 under Item 5.02 (Compensatory Arrangements of Certain Officers) to report that its Compensation and Talent Management Committee of the Board of Directors approved the Company's Executive Incentive Compensation Plan on November 30, 2023. The Plan allows the Company to provide incentive awards to selected employees, including named executive officers, through a target award and bonus pool structure tied to performance goals that may differ by participant and by award. Under the Plan, the Administrator (by default the Compensation and Talent Management Committee) has sole discretion to set target awards and bonus pools, and may increase, reduce, or eliminate actual awards before payment. Awards are generally paid in cash as a lump sum, though the Administrator may settle them with equity awards carrying vesting terms it sets. Participants generally must be employed on the payment date unless the Administrator decides otherwise. The Administrator may amend, suspend, or terminate the Plan, but it cannot materially alter or impair earned awards without the participant's consent. The filing contains no financial results or quantified compensation amounts. The full Plan is attached as Exhibit 10.1, and the filing also includes the cover page interactive data file (Exhibit 104).

Dec 1, 2023 8-K

Twilio 8-K Report, Financial Results (Nov 8, 2023)

Twilio Inc. (NYSE: TWLO) reported third quarter 2023 results for the quarter ended September 30, 2023, per a press release furnished as Exhibit 99.1. Revenue was $1.03 billion, up 5% year-over-year, with Communications revenue of $906.7 million (up 5%) and Data & Applications revenue of $127.0 million (up 9%). Total organic revenue growth was 8%. GAAP loss from operations narrowed to $108.9 million from $457.0 million a year earlier, while non-GAAP income from operations was $136.4 million, compared with a non-GAAP loss of $35.1 million in the prior-year quarter. GAAP net loss per share was $0.78, and non-GAAP diluted net income per share was $0.58. The company raised its full-year 2023 non-GAAP income from operations guidance to $475 to $485 million and initiated fourth-quarter guidance calling for revenue of $1,030 to $1,040 million, 1% to 2% year-over-year growth, and non-GAAP income from operations of $115 to $125 million. Key metrics included more than 306,000 Active Customer Accounts, versus more than 280,000 a year earlier, and a Dollar-Based Net Expansion Rate of 101%, down from 122%. The company stated it had completed over $620 million of repurchases under its $1.0 billion share repurchase program, which expires December 31, 2024, and that it divested its ValueFirst business on July 3, 2023. The filing also disclosed that Elena Donio, President of Twilio Data & Applications, will resign effective December 15, 2023, and remain as an employee in an advisory role through a transition expected to conclude in the first quarter of 2024. Until a replacement is appointed, CEO Jeff Lawson will run the Data & Applications business unit.

Nov 8, 2023 8-K

Shareholder MattersCorporate ChangesOther Events+1

Twilio 8-K Report, Financial Results (Aug 8, 2023)

Twilio Inc. (NYSE: TWLO) reported second quarter 2023 results for the quarter ended June 30, 2023, in a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenue was $1.04 billion ($1,037,761 thousand), up 10% year-over-year, with Communications revenue of $913.1 million and Data & Applications revenue of $124.6 million. GAAP loss from operations narrowed to $141.8 million from $311.9 million a year earlier, while non-GAAP income from operations was $120.1 million, compared with a non-GAAP loss of $7.3 million in the second quarter of 2022. GAAP net loss attributable to common stockholders was $166.2 million, or $0.91 per share, compared with $1.77 per share a year earlier. Non-GAAP net income per diluted share was $0.54. Key operating metrics showed more than 304,000 Active Customer Accounts as of June 30, 2023, up from more than 275,000, while Dollar-Based Net Expansion Rate declined to 103% from 123%. The company had 6,428 employees as of June 30, 2023. The filing also notes the divestiture of its IoT business in June 2023 and its ValueFirst business in July 2023, and that the company completed $500 million of share repurchases under a $1.0 billion program that expires December 31, 2024. Twilio initiated third quarter 2023 guidance calling for revenue of $980 to $990 million and non-GAAP income from operations of $75 to $85 million, and raised its full-year 2023 non-GAAP income from operations guidance to $350 to $400 million. The company also reported a share of losses from its equity method investment of $32.4 million in the quarter and restructuring costs of $14.9 million.

Aug 8, 2023 8-K

Twilio 8-K Report, Rights Modification (Jun 29, 2023)

Twilio Inc. filed this Current Report on Form 8-K on June 29, 2023 to report the automatic conversion of its Class B Common Stock into Class A Common Stock. Effective June 28, 2023, each outstanding share of Class B Common Stock converted one-for-one into Class A Common Stock under the terms of the company's Amended and Restated Certificate of Incorporation, which set a seventh-anniversary conversion trigger. Immediately after the conversion, approximately 181 million shares of Class A Common Stock were outstanding, and no additional Class B shares will be issued. The main investor-relevant change is to governance. Former Class B holders, who previously had ten votes per share, now hold one vote per share like all other Class A holders, and separate class voting rights no longer apply. The filing states that economic interests, including dividends, liquidation rights and treatment in a change of control or merger, were unchanged, and that total outstanding capital stock was unaffected. To finalize the change, the company filed a Certificate of Retirement with the Delaware Secretary of State on June 28, 2023. This retires the converted Class B shares, which cannot be reissued, and reduces total authorized capital stock by the number of retired shares. Outstanding 2008 Stock Option Plan options exercisable for Class B shares remain unchanged, except that they now convert into rights to receive Class A shares. The Class A stock continues to trade on the NYSE under the ticker TWLO with the same CUSIP.

Jun 29, 2023 8-K

Shareholder Matters

Twilio 8-K Report, Shareholder Vote Results (Jun 14, 2023)

Twilio Inc. held its 2023 Annual Meeting of Stockholders on June 13, 2023, with holders of 152,439,186 shares of Class A and Class B Common Stock present in person or by proxy. Those shares represented a total of 238,750,743 votes, more than 87% of the eligible votes as of the April 17, 2023 record date, which satisfied the quorum requirement. Class B shares carried ten votes each and Class A shares carried one, and the two classes voted together as a single class on all matters. Stockholders voted on three proposals. They elected Charles Bell, Jeffrey Immelt and Erika Rottenberg as Class I directors to serve until the 2026 annual meeting. Bell received the most support, with 216,641,218 votes for and 1,142,284 withheld. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023, with 237,960,579 votes for and 614,099 against. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 148,461,146 votes for, 68,453,460 against and 868,896 abstaining. The filing does not report any changes to the company's governance or operations. Its main significance for investors is the level of opposition to the say-on-pay proposal. The 68,453,460 votes against it were substantial, though the proposal still passed. Details of each proposal are in the company's definitive proxy statement filed with the SEC on April 26, 2023.

Jun 14, 2023 8-K

Twilio 8-K Report, Financial Results (May 9, 2023)

Twilio Inc. reported first quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $1.01 billion ($1,006,564 thousand), up 15% year-over-year, and organic revenue also grew 15%. The company recorded a GAAP loss from operations of $264.1 million, which includes $121.9 million in severance and other expenses tied to the February restructuring and $21.8 million in lease impairment charges from office closures. Net loss attributable to common stockholders was $342.1 million, or $1.84 per share. Non-GAAP income from operations was $103.8 million, compared with $5.0 million in the first quarter of 2022, and non-GAAP diluted earnings per share were $0.47. The filing highlights a user base of more than 300,000 Active Customer Accounts as of March 31, 2023, up from more than 268,000 a year earlier. The Dollar-Based Net Expansion Rate declined to 106% from 127%. The company also reported other charges in the quarter, including a $30.4 million share of losses from an equity method investment and a $46.2 million impairment of strategic investments. Twilio repurchased shares under a program of up to $1.0 billion, with repurchases to date representing approximately 25% of the total program amount, and $114.99 million of share repurchases appear in the quarter's cash flow statement. For the second quarter ending June 30, 2023, Twilio guided to revenue of $980 million to $990 million, 4% to 5% year-over-year growth, and non-GAAP income from operations of $65 million to $75 million. Full-year 2023 non-GAAP income from operations guidance is $275 million to $350 million, with the low end of the range raised from the February 15, 2023 guidance. Cash used in operating activities was $97.9 million for the quarter.

May 9, 2023 8-K

Twilio 8-K Report, Executive Changes (Mar 30, 2023)

Twilio Inc. (NYSE: TWLO) filed this Current Report on Form 8-K to disclose two board changes. On March 27, 2023, director Richard Dalzell notified the company that he will not stand for re-election at the 2023 Annual Meeting of Stockholders; he will continue serving until his term expires at that meeting, and the filing states the decision did not result from any disagreements with the company. On March 28, 2023, the Board appointed Charles Bell as a Class I director on the recommendation of its Nominating and Corporate Governance Committee. The filing states that Bell will receive the company's standard non-employee director compensation, including an initial grant of restricted stock units with a value of approximately $575,000 that vests annually over three years subject to continued service. He will also sign the company's standard indemnification agreement. Bell is currently Executive Vice President of Security, Compliance, Identity, and Management at Microsoft, and previously served as Senior Vice President of Amazon Web Services, according to the attached press release. After the Annual Meeting, the Board will return to nine directors, eight of whom the press release describes as independent. The change adds cybersecurity expertise to the Board, and the company's press release attributes the appointment to its effort to strengthen security expertise and focus on growth potential. The filing contains no financial results.

Mar 30, 2023 8-K

Earnings & ResultsLeadership ChangesOther Events+1

Twilio 8-K Report, Executive Changes (Feb 23, 2023)

Twilio Inc. filed this Form 8-K under Items 5.02 and 9.01 to disclose executive compensation and severance actions taken by its Compensation and Talent Management Committee on February 22, 2023. The Committee approved a form of Cash-Based Award Agreement under the Company's 2016 Stock Option and Incentive Plan, and granted cash-based awards tied to non-GAAP operating profit targets for fiscal year 2023. Target Cash Payments were $3,000,000 for Khozema Shipchandler, $3,000,000 for Elena Donio, $2,750,000 for Aidan Viggiano, who becomes Chief Financial Officer effective March 1, 2023, and $1,500,000 for Dana Wagner. Fifty percent of each Cash Payment is earnable at the threshold performance target, and 100% at target or above. The Committee also extended the term of the Chief Executive Officer Severance Plan for three years and approved a new Senior Executive Severance Plan, effective February 22, 2023, for an initial three-year term, covering executives including Shipchandler, Donio and Wagner. Both plans provide cash severance and benefits on qualifying terminations outside and within a change in control period. Within a change in control period, the plans provide full accelerated vesting of equity awards, with performance-based awards deemed satisfied at target. The plans include a best-after-tax provision for Section 280G excise tax and no excise tax gross-up. For investors, the filing shows the level of cash incentive tied to fiscal 2023 non-GAAP operating profit and the enhanced change-in-control protections for senior leadership. The filing does not report any financial results for the period.

Feb 23, 2023 8-K

Twilio 8-K Report, Financial Results (Feb 15, 2023)

Twilio Inc. (NYSE: TWLO) reported fourth quarter and full year 2022 results on February 15, 2023, with fourth quarter revenue of $1.02 billion, up 22% year-over-year, and full year revenue of $3.83 billion, up 35% year-over-year. GAAP loss from operations for the full year was $1.2 billion, compared with $915.6 million in 2021, while non-GAAP loss from operations was $4.5 million versus non-GAAP income of $2.5 million a year earlier. Fourth quarter non-GAAP income from operations was $32.9 million, compared with a non-GAAP loss of $27.2 million in the fourth quarter of 2021. The company announced a workforce reduction of approximately 17% and further expense rationalization, moved to a two-business-unit structure (Twilio Communications and Twilio Data & Applications), and named Aidan Viggiano Chief Financial Officer effective March 1, 2023. Chief Product Officer Eyal Manor is resigning effective February 28, 2023. The board authorized a share repurchase program of up to $1.0 billion of Class A common stock, expiring December 31, 2024. For the first quarter of 2023, Twilio guided to revenue of $995 million to $1.005 billion and non-GAAP profit from operations of $45 million to $55 million. For full year 2023, it guided to non-GAAP profit from operations of $250 million to $350 million, including an estimated $10 million one-time, non-cash benefit from terminating the employee sabbatical program.

Feb 15, 2023 8-K

Earnings & ResultsLeadership ChangesFinancial Events+3

Twilio 8-K Report, Financial Results (Feb 13, 2023)

Twilio Inc. (TWLO) disclosed on February 13, 2023 that it expects fourth-quarter 2022 results to be at or above the guidance ranges provided in its November 3, 2022 earnings press release. The company also committed to a workforce reduction plan (the "February Plan") intended to reduce operating costs, improve operating margins, and accelerate profitability. The plan eliminates approximately 17% of the current workforce and is expected to generate charges of approximately $100-$135 million, mostly incurred in the first quarter of 2023, with execution substantially complete by the end of the second quarter of 2023. The company also plans to permanently close additional office locations, with an additional impairment of approximately $10-$25 million to be recorded during 2023, on top of the $97.7 million impairment recorded in the third quarter of 2022 from its May 2022 office closures. The company also reorganized into two business units, Twilio Data & Applications and Twilio Communications, effective March 1, 2023. Elena Donio was appointed President of Twilio Data & Applications and Khozema Shipchandler was appointed President of Twilio Communications. Aidan Viggiano was appointed Chief Financial Officer, effective March 1, 2023, with a base salary of $850,000 and an RSU award of approximately $3,000,000 vesting over 16 quarters. The CEO, Jeff Lawson, requested a reduction in his annual base salary from $134,000 to $65,535, effective March 1, 2023. The company stated that the charges from the February Plan will be excluded from its non-GAAP financial measures. The filing states that the Reorganization is intended to strategically realign the business to promote efficient and accelerated growth, and that the Communications unit must become more efficient while the Data & Applications unit must accelerate growth. Investors should weigh the near-term restructuring charges and impairments against the stated profitability goals.

Feb 13, 2023 8-K

Twilio 8-K Report, Executive Changes (Feb 3, 2023)

Twilio Inc. filed a Form 8-K dated February 3, 2023, reporting an event dated December 19, 2022, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing is limited to a compensatory arrangement with Eyal Manor, the Company's Chief Product Officer. On February 2, 2023, Twilio entered into a letter agreement with Mr. Manor that amended and confirmed an agreement the Company had entered into with him on December 19, 2022. Under the agreement, the Company agreed to pay Mr. Manor a cash bonus of $2,500,000, less applicable withholdings and deductions, in recognition of his past and ongoing contributions to the Company. The bonus is conditioned on Mr. Manor's continued employment with the Company through February 24, 2023. For investors, the filing discloses a specific, one-time cash payment to a senior executive tied to a near-term service requirement, and it does not report any change in financial results, guidance, or other corporate matters.

Feb 3, 2023 8-K/A

Twilio 8-K/A Report, Executive Changes (Dec 9, 2022)

Twilio Inc. filed this Current Report on Form 8-K/A to amend its Initial Form 8-K filed on August 4, 2022. That earlier filing reported the August 4, 2022 appointment of Miyuki Suzuki to the Board of Directors as a Class III director, but committee assignments had not yet been determined at that time. This amendment discloses that on December 8, 2022, the Board appointed Ms. Suzuki to serve on the Compensation and Talent Management Committee of the Board, effective December 8, 2022. The Board also determined that Ms. Suzuki meets all of the applicable requirements for service on that committee. The filing is limited to board governance and committee composition under Item 5.02. It does not report financial results, compensation terms for Ms. Suzuki, or other material financial information.

Dec 9, 2022 8-K

Financial EventsRegulation FDExhibits & Filings

Twilio 8-K Report, Financial Results (Nov 3, 2022)

Twilio Inc. reported third quarter 2022 revenue of $983.0 million, up 33% year-over-year, including $34.8 million from Zipwhip. Organic revenue grew 32% year-over-year. Results were weaker on the bottom line: GAAP loss from operations widened to $457.0 million from $232.3 million a year earlier, and non-GAAP loss from operations was $35.1 million, compared with non-GAAP income from operations of $8.2 million in the third quarter of 2021. GAAP net loss per share was $2.63, versus $1.26, and non-GAAP net loss per share was $0.27, versus non-GAAP net income of $0.01. The company cited $72.5 million of restructuring costs and $97.7 million of impairment of long-lived assets in the quarter. Active Customer Accounts exceeded 280,000, up from more than 250,000, while the Dollar-Based Net Expansion Rate declined to 122% from 131%. Employees totaled 8,992, including 816 who were affected by the restructuring and will leave Twilio in the fourth quarter. For the fourth quarter ending December 31, 2022, Twilio guided to revenue of $995 million to $1,005 million, representing 18% to 19% year-over-year growth (18% to 19% organic), a non-GAAP loss from operations of $15 million to $5 million, and a non-GAAP loss per share of $0.11 to $0.06, based on 185 million non-GAAP basic shares outstanding. The company also held a virtual Investor Day on the same day, with a Q&A session following. Investors should weigh the revenue growth against the continued operating losses, the restructuring, and the impairment charges disclosed in the release.

Nov 3, 2022 8-K

Twilio 8-K Report, Exit or Disposal Costs (Sep 14, 2022)

Twilio Inc. filed this Form 8-K on September 14, 2022 to disclose a restructuring plan approved on September 12, 2022 by the compensation and talent management committee of its board. The plan is designed to reduce operating costs, improve operating margins, and shift selling capacity to accelerate software sales, and includes eliminating approximately 11% of the current workforce. The company estimates approximately $70-$90 million in total charges, of which $55-$70 million is expected to result in future cash outlays. Most of the charges are expected in the third quarter of 2022, with execution, including cash payments, substantially complete by the end of the fourth quarter of 2022, though certain countries may extend beyond that due to local law and consultation requirements. Under Item 7.01, the company reaffirmed its third-quarter 2022 guidance from its August 4, 2022 Form 8-K, including revenue of $965-$975 million, year-over-year growth of 30%-32%, and non-GAAP loss from operations of ($70)-($60) million. The guidance footnote notes an estimated $35 million non-cash accrual for a new sabbatical program for tenured employees. Restructuring costs will be included in GAAP results but excluded from non-GAAP results. In Exhibit 99.1, CEO Jeff Lawson's letter to employees states the layoffs are intended to focus the company on its four priorities: platform reliability and trust, messaging profitability, Segment adoption, and Flex customer base growth. Impacted employees in all US and most other regions will receive at least 12 weeks of pay plus one week per year of service, along with the full value of the next stock vest.

Sep 14, 2022 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Twilio 8-K Report, Financial Results (Aug 4, 2022)

Twilio Inc. reported second quarter 2022 results for the quarter ended June 30, 2022, in a press release furnished as Exhibit 99.1. Revenue was $943.4 million, up 41% year-over-year, including $34.0 million from Zipwhip; organic revenue grew 33% year-over-year. GAAP loss from operations widened to $311.9 million from $202.3 million a year earlier, while non-GAAP loss from operations was $7.3 million compared with non-GAAP income from operations of $4.2 million. GAAP net loss per share was $1.77 versus $1.31, and non-GAAP net loss per share was $0.11 in both periods. Dollar-Based Net Expansion Rate was 123% versus 135% a year earlier, and Active Customer Accounts exceeded 275,000 compared with 240,000. Management said it was signing its largest Flex deal ever and remains confident in its growth trajectory while closely monitoring the macroeconomic environment. Twilio also initiated third quarter 2022 guidance calling for revenue of $965 million to $975 million (30% to 32% year-over-year growth; 29% to 30% organic growth) and non-GAAP loss from operations of $70 million to $60 million. The guidance includes an estimated $35 million non-cash accrual for a new sabbatical program for tenured employees, which the company expects will not be significant to results in subsequent quarters. Balance sheet data show cash and cash equivalents of $798.6 million and short-term marketable securities of $3.59 billion as of June 30, 2022, plus a $750.0 million equity method investment. Separately, the Board appointed Miyuki Suzuki as a Class III director, effective August 4, 2022, with an initial restricted stock unit grant valued at approximately $552,945 vesting annually over three years. The company also will enter into its standard indemnification agreement with her.

Aug 4, 2022 8-K

Shareholder MattersExhibits & Filings

Twilio 8-K Report, Shareholder Vote Results (Jun 23, 2022)

Twilio Inc. held its 2022 Annual Meeting of Stockholders on June 22, 2022. Holders of 149,267,285 shares of Class A and Class B Common Stock were present in person or by proxy, representing a total of 229,222,377 votes, or more than 84% of the eligible votes as of the April 25, 2022 record date. That was enough for a quorum. Class B shares carry ten votes each, and both classes voted together as a single class on all matters. Stockholders took action on three proposals. They re-elected Donna L. Dubinsky and Deval Patrick as Class III directors to serve until the 2025 annual meeting. Dubinsky received 178,317,329 votes for and 32,225,001 withheld, and Patrick received 171,828,761 for and 38,713,569 withheld. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, with 228,524,243 votes for and 523,700 against. In a non-binding advisory vote, they approved the compensation of the named executive officers, with 187,440,084 votes for and 22,707,448 against. The 8-K reports the voting outcomes only. It does not describe any new corporate actions, financial results, or guidance. The filing references the company's definitive proxy statement filed May 5, 2022 for detailed descriptions of each proposal.

Jun 23, 2022 8-K

Material AgreementsRegulation FDOther Events+1

Twilio 8-K Report, Material Agreement (May 16, 2022)

On May 13, 2022, Syniverse Corporation and Twilio Inc. (TWLO) consummated the transactions contemplated by an amended Framework Agreement, under which Twilio made a minority investment of $750.0 million in Syniverse. The companies also entered into a wholesale agreement under which Syniverse will process, route and deliver application-to-person (A2P) messages between Twilio customers and mobile network operators. The Second Amendment to the Framework Agreement, dated May 13, 2022, changed terms relating to the quantum of new debt Syniverse incurred and the allocation of certain expenses between Syniverse subsidiaries. Other than these modifications, the Framework Agreement remains in full force and effect. The closing occurred concurrently with Syniverse raising additional equity and debt financing and refinancing transactions with third parties. According to the joint press release (Exhibit 99.1) issued May 16, 2022, Syniverse raised $1.025 billion in new Term Loan debt and $340 million in new preferred equity, with proceeds primarily used to reduce leverage. Twilio is now a significant minority owner of Syniverse, with Carlyle maintaining its majority stake. Syniverse's CEO said the transaction provides enhanced liquidity and financial flexibility to accelerate investment in innovation and product quality. For Twilio investors, the filing's key takeaways are a $750 million equity commitment to a strategic partner and a new commercial relationship for A2P messaging routing. The filing does not provide a valuation of the stake or financial projections for the partnership's impact on Twilio's results.

May 16, 2022 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Twilio 8-K Report, Financial Results (May 4, 2022)

Twilio Inc. (NYSE: TWLO) reported first quarter 2022 results for the period ended March 31, 2022, in a press release furnished as Exhibit 99.1. Revenue was $875.4 million, up 48% year-over-year, including $32.2 million from Zipwhip; organic revenue grew 35% year-over-year. GAAP loss from operations was $217.8 million, compared with $197.3 million a year earlier, while non-GAAP income from operations was $5.0 million, versus $17.3 million in the first quarter of 2021. GAAP net loss per share was $1.23, and non-GAAP net income per share, diluted, was $0.00. Dollar-Based Net Expansion Rate was 127%, down from 133% a year earlier, and Active Customer Accounts rose to 268,000 from 235,000. The company initiated second quarter 2022 guidance calling for revenue of $912 million to $922 million, year-over-year growth of 36% to 38%, and organic growth of 27% to 29%. Non-GAAP loss from operations is guided to ($40) million to ($35) million, and non-GAAP loss per share to ($0.23) to ($0.20), based on 182 million non-GAAP basic shares outstanding. Leadership changes were also disclosed. Elena Donio resigned from the Board of Directors effective May 4, 2022, to become President of Revenue, responsible for all go-to-market functions, and the Board reduced its size to eight members. Chief Revenue Officer Marc D. Boroditsky stepped down, with his last day of employment set for August 19, 2022, and he will remain in an advisory capacity for a short time.

May 4, 2022 8-K

Other Events

Twilio 8-K Report, Corporate Update (Feb 14, 2022)

Twilio Inc. filed this Form 8-K under Item 8.01 (Other Events) to report that M-3 Brigade Acquisition II Corp. ("MBAC"), Blue Steel Merger Sub Inc. and Syniverse Corporation ("Syniverse") mutually terminated their Agreement and Plan of Merger dated August 16, 2021, effective February 9, 2022. The parties cited that the rate of MBAC shareholder redemptions would have exceeded the minimum condition for closing, due to recent changes in market conditions. As a result, Twilio will not purchase any shares of, or make any investment in, MBAC, which had previously been expected to involve an aggregate purchase of between $500.0 million and $750.0 million depending on redemptions. The Framework Agreement dated February 26, 2021 among Twilio, Syniverse and Carlyle Partners V Holdings, L.P. remains in full force and effect. Its amendment dated August 16, 2021 terminated on February 9, 2022 as a result of the MBAC termination. The parties are now pursuing an alternative transaction under the Framework Agreement, in which Twilio would make a minority investment of $500.0 million to $750.0 million in Syniverse, and the parties (or their subsidiaries) would enter into a wholesale agreement, subject to the closing conditions in that agreement. For investors, the key takeaway is that the SPAC-based route to Syniverse has been abandoned, while the underlying investment and commercial relationship is being pursued through a different structure. The filing does not state final terms or a timeline for the alternative transaction.

Feb 14, 2022 8-K

Twilio 8-K Report, Financial Results (Feb 9, 2022)

Twilio Inc. (NYSE: TWLO) reported fourth quarter and full year 2021 results in a press release furnished as Exhibit 99.1 to this Current Report. Fourth quarter revenue was $842.7 million, up 54% year-over-year, including $57.4 million from Twilio Segment and $31.8 million from Zipwhip. Organic revenue grew 34% year-over-year, or 39% excluding political traffic revenue. The GAAP loss from operations widened to $283.6 million from $185.3 million a year earlier, while non-GAAP loss from operations was $27.2 million compared with non-GAAP income of $12.8 million in the fourth quarter of 2020. For the full year 2021, revenue was $2.84 billion, up 61% year-over-year, including $200.9 million from Twilio Segment and $55.4 million from Zipwhip. Organic revenue grew 42% year-over-year. GAAP loss from operations was $915.6 million, and non-GAAP income from operations was $2.5 million, down from $35.7 million in 2020. Active Customer Accounts rose to 256,000 from 221,000, while the Dollar-Based Net Expansion Rate was 131% for the full year and 126% for the fourth quarter, down from 139% in the fourth quarter of 2020. Twilio initiated first quarter 2022 guidance calling for revenue of $855 million to $865 million, growth of 45% to 47% year-over-year, and organic growth of 32% to 34%. Non-GAAP loss from operations is guided to ($32) million to ($27) million. The filing also notes the company's goal of delivering non-GAAP operating profitability beginning in 2023.

Feb 9, 2022 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Twilio 8-K Report, Executive Changes (Dec 10, 2021)

Twilio Inc. filed this Form 8-K dated December 8, 2021 to disclose two executive compensation and leadership matters under Item 5.02. On December 8, 2021, Karyn Smith, General Counsel of Twilio Inc., informed the Company that her resignation from her position will be effective January 7, 2022. On December 9, 2021, the Compensation Committee of the Board of Directors approved a one-time lump sum spot bonus of $250,000 to Ms. Smith. The bonus recognizes her continued service as General Counsel until her successor was identified and had moved into the role. The filing does not name a successor. For investors, the filing is a limited leadership-transition disclosure with no reported financial results or operating metrics. The most material items are the upcoming departure of the General Counsel and the one-time $250,000 retention-related payment tied to the transition period.

Dec 10, 2021 8-K

Twilio 8-K Report, Financial Results (Oct 27, 2021)

Twilio Inc. (NYSE: TWLO) reported third quarter 2021 results on October 27, 2021, with revenue of $740.2 million, up 65% year-over-year, including $52.3 million from Twilio Segment and $23.6 million from Zipwhip. GAAP loss from operations widened to $232.3 million from $112.3 million a year earlier, and GAAP net loss per share was $1.26 versus $0.79. Non-GAAP income from operations was $8.2 million, compared with $7.3 million in the prior-year quarter. Active Customer Accounts exceeded 250,000 as of September 30, 2021, up from 208,000, while the Dollar-Based Net Expansion Rate was 131%, down from 137% a year earlier. Twilio initiated fourth-quarter 2021 guidance calling for revenue of $760 million to $770 million, or 39% to 40% year-over-year growth, and non-GAAP loss from operations of $45 million to $40 million. The company also disclosed a leadership change: George Hu resigned as Chief Operating Officer, effective after October 27, 2021, and will remain as a strategic advisor until January 3, 2022. Chief Financial Officer Khozema Shipchandler was appointed Chief Operating Officer effective October 27, 2021, while continuing as principal financial officer, with his base salary raised to $1,100,000. The balance sheet as of September 30, 2021 showed cash and cash equivalents of $1.50 billion, short-term marketable securities of $3.90 billion, and long-term debt of $985.5 million, against total stockholders' equity of $11.08 billion. For the nine months ended September 30, 2021, net cash used in operating activities was $19.9 million, and the company raised $987.5 million from senior notes issuance.

Oct 27, 2021 8-K

Material AgreementsRegulation FDOther Events+1

Twilio 8-K Report, Material Agreement (Aug 17, 2021)

Twilio Inc. (NYSE: TWLO) disclosed on August 17, 2021 that its strategic partner Syniverse Corporation entered into a definitive merger agreement on August 16, 2021 with M3-Brigade Acquisition II Corp. (NYSE: MBAC), a special purpose acquisition company, which would make Syniverse a publicly traded company. The transaction implies an initial enterprise value for Syniverse of $2.85 billion, and the filing states it would provide up to $1.165 billion in cash through a combination of equity and equity-linked capital. The proposed merger is expected to close by the end of 2021, subject to MBAC stockholder approval and other customary closing conditions. Twilio also entered into an amendment to its March 3, 2021 Framework Agreement with Syniverse, which conforms that agreement to the merger and grants Twilio certain consent and other rights with respect to the Merger Agreement terms. Separately, Twilio agreed to subscribe for MBAC Class A common stock (and, if applicable, Class C common stock) immediately prior to the merger closing, for an aggregate amount of between $500 million and $750 million, depending on MBAC shareholder redemptions. The filing states that Twilio will become a significant minority owner of Syniverse following the transaction. The filing states that Syniverse intends to use the proceeds to substantially reduce its debt, fund new value-added products and services, pursue organic and inorganic growth, and increase investment in data, machine learning and artificial intelligence. Carlyle, Syniverse's current majority owner, will retain its full investment and be the largest shareholder of the combined public company, which will trade on the NYSE under the ticker "SYNV." The exhibit press release also states that Syniverse's net debt to LTM Adjusted Financing EBITDA is expected to be approximately 3.7x after the transaction.

Aug 17, 2021 8-K