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TWILIO INC

For the period ended Jun 16, 2026. Filed Jun 17, 2026.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Jun 16, 2026 · Filed Jun 17, 2026

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TWLO$202.02+0.5%Stored close · as of Nov 6, 2026
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareTWLONew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of the Company’s 2016 Stock Option and Incentive Plan

On June 16, 2026, Twilio Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 of this Current Report below, at the Annual Meeting, the stockholders of the Company voted on and approved the Company’s Amended and Restated 2016 Stock Option and Incentive Plan (the “2016 Plan as Amended and Restated”).

The terms and conditions of the 2016 Plan as Amended and Restated are described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”). The 2016 Plan as Amended and Restated is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Amendment and Restatement of the Company’s 2016 Employee Stock Purchase Plan

As further described in Item 5.07 of this Current Report below, at the Annual Meeting, the stockholders of the Company voted on and approved the Company’s Amended and Restated 2016 Employee Stock Purchase Plan (the “2016 ESPP as Amended and Restated”).

The terms and conditions of the 2016 ESPP as Amended and Restated are described in the Proxy Statement. The 2016 ESPP as Amended and Restated is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Proxy Statement. Present at the Annual Meeting in person or by proxy were holders of 131,137,989 shares of Class A Common Stock, representing 86.40% of the voting power of the Class A Common Stock of the Company issued and outstanding and entitled to vote as of the close of business on April 17, 2026, the record date for the Annual Meeting, which constituted a quorum. The final results with respect to each such proposal are set forth below:

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