and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Annual board election with no specific executive departure or promotion mentioned.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Director — Doug Robinson: Appointment of Doug Robinson as a new director and member of the Compensation and Talent Management Committee.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Other Events. On January 19, 2025, the Board authorized a share repurchase program of $2.0 billion (the “Share Repurchase Program”) under which the Company may repurchase up to $2.0 billion of the Company’s Class A common stock. The Company’s previously authorized share repurchase programs expired on December 31, 2024. Under the Share Repurchase Program, the Company may purchase shares of the Company’s Class A common stock from time to time through open market transactions, privately negotiat…

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Caution Regarding Preliminary Estimates The Company expects to report its financial results for the quarter and year ended Dece…

Chief Legal Officer — Dana Wagner: The Chief Legal Officer is resigning from his position, representing a genuine departure of a senior executive, though the transition is planned and no severance is involved.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

The filing discloses amendments to severance plans regarding change-in-control benefits, which is a compensatory arrangement rather than an actual departure or appointment of an executive.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Director — Byron Deeter: The filing discloses the planned retirement of a board director at the end of his term, which is a routine governance event rather than a sudden executive loss.

Entry into a Material Definitive Agreement. On March 30, 2024, Twilio Inc. (“we,” “us,” “our,” the “Company” and other similar terms) entered into a cooperation agreement (the “Cooperation Agreement”) with Sachem Head Capital Management LP and certain of its affiliates (collectively, “Sachem Head”). Pursuant to the Cooperation Agreement, the Company has appointed Andy J. Stafman to the board of directors (the “Board”) of the Company as a Class II director, effective immediately, with an initi…

The provided text is only the standard Item 5.02 header and introductory phrase, containing no specific details about a person, role, or action to classify.

Other Events. Increased Repurchase Program Authorization On March 4, 2024, the board of directors of the Company authorized an additional share repurchase program (the “Share Repurchase Program”) of $2 billion, such that the Company may repurchase up to approximately $2.2 billion of the Company’s Class A common stock, inclusive of the Share Repurchase Program and the approximately $200 million remaining available under the prior authorization. Under the Share Repurchase Program, the Company m…

and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

CEO — Jeff Lawson: The CEO resigned but was immediately succeeded by a named internal executive (President) in an orderly transition, indicating a planned succession rather than a sudden loss of leadership.

Results of Operations and Financial Condition. On January 8, 2024, Twilio Inc. (the “ Company ”) issued a press release announcing that it expects to report revenue and non-GAAP income from operations for the fourth quarter ended December 31, 2023 and non-GAAP income from operations for the fiscal year ended December 31, 2023 above the guidance ranges provided in its earnings press release furnished as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2023. A co…

Costs Associated with Exit or Disposal Activities. On December 4, 2023, Twilio Inc. (the “ Company ”, “ we ” or “ our ”) committed to a further workforce restructuring plan (the “ December Plan ”) intended to streamline operations and accelerate the Company’s path to delivering profitable growth. The December Plan includes the elimination of approximately 5% of the Company’s current workforce. As a result of the December Plan, the Company estimates that it will incur approximately $25-$35 mil…