TWILIO INC
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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Jun 30, 2026 · Filed Aug 7, 2026
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Notes to Condensed Consolidated Financial Statements
- Organization and Description of Business
Twilio Inc. (the “Company”) was incorporated in the state of Delaware on March 13, 2008. Twilio provides the infrastructure for customer engagement in the AI era. By combining global communications, memory, and AI orchestration with identity, governance, and observability, the Company enables businesses to deliver continuous, contextual, personal, and secure conversations across every channel and participant — human or AI.
The Company’s headquarters are located in San Francisco, California, and the Company has subsidiaries across North America, South America, Europe, Asia and Australia.
- Summary of Significant Accounting Policies
(a)Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026 (“Annual Report”). Certain prior year amounts in the unaudited condensed consolidated financial statements have been reclassified to conform to current year presentation.
The unaudited condensed consolidated balance sheet as of December 31, 2025, included herein, was derived from the audited financial statements as of that date, but may not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive income, stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2026 or any future period.
(b)Principles of Consolidation
The unaudited condensed consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
(c)Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, revenue allowances and sales credit reserves; recoverability of long-lived and intangible assets; capitalization and useful life of the Company’s capitalized internal-use software development costs; fair values of acquired intangible assets, goodwill and equity method investments; valuation allowances against deferred tax assets; accruals and contingencies. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may require further adjustments, therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation.
(d)Remaining Performance Obligations
Revenue allocated to remaining performance obligations for contracts with durations of more than one year was $138.2 million as of June 30, 2026, of which 70% is expected to be recognized over the next 12 months and 96% is expected to be recognized over the next 24 months.
(e)Deferred Revenue and Customer Deposits
As of June 30, 2026, and December 31, 2025, the Company recorded $153.0 million and $158.7 million as its deferred revenue and customer deposits, respectively, that are included in deferred revenue and customer deposits in the accompanying unaudited condensed consolidated balance sheets. During the three months ended June 30, 2026 and 2025, the Company recognized $36.2 million and $35.0 million of revenue, respectively, that was included in the deferred revenue and customer deposits balances as of the end of the previous year. During the six months ended June 30, 2026 and 2025, the Company recognized $113.0 million and $105.1 million of revenue, respectively, that was included in the deferred revenue and customer deposits balances as of the end of the previous year.
(f)Concentration of Credit Risk
Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities and accounts receivable. The Company maintains cash, restricted cash, cash equivalents and marketable securities with financial institutions. Certain balances held by such financial institutions exceed insured limits.
The Company sells its services to a wide variety of customers. If the financial condition or results of operations of any significant customer deteriorates substantially, operating results could be adversely affected. To reduce credit risk, management performs credit evaluations of the financial condition of significant customers and periodic re-evaluations, as needed, of existing customers. The Company does not require collateral from its credit customers and maintains reserves for estimated credit losses on customer accounts when considered necessary. Actual credit losses may differ from the Company’s estimates. As of June 30, 2026, and December 31, 2025, the allowance for doubtful accounts was $27.1 million and $21.5 million, respectively, and is recorded in accounts receivable, net, in the accompanying unaudited condensed consolidated balance sheets.
In the three and six months ended June 30, 2026 and 2025, no customer organization accounted for more than 10% of the Company’s total revenue.
As of June 30, 2026, and December 31, 2025, no customer organization represented more than 10% of the Company’s gross accounts receivable.
(g)Segment Reporting
The Company operates in and reports its results in a single operating and reportable segment. Operating and reportable segments are determined in accordance with ASC 280 Segment Reporting, which requires financial information to be reported based on how the chief operating decision maker (“CODM”), who is the Company's Chief Executive Officer, reviews and manages the business, and establishes criteria for aggregating operating segments into reportable segments. The financial information of the Company regularly provided to the CODM is on a consolidated level and consolidated net income is its measure of profitability. This measure of profitability is used by the CODM to allocate resources and assess performance of the Company by comparing its actual results to the comparable results in prior periods and to any internally or externally set expectations. The consolidated financial information provided to the CODM, including significant expenses, is presented in a manner consistent with the information already disclosed in the accompanying unaudited condensed consolidated financial statements and the notes thereof.
(h)Recently Issued Accounting Guidance, Not yet Adopted
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06,“Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which modernizes the accounting for internal-use software by replacing the previous stage-based model and aligning the capitalization process with current development practices, especially agile and iterative methods. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and may be applied prospectively, retrospectively, or using a modified transition approach. Early adoption is permitted. The Company is in process of evaluating the impact of the adoption of this ASU on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregation of certain expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the statements of operations. ASU 2024-03 is effective for annual reporting periods beginning after
December 15, 2026, and interim periods beginning after December 15, 2027, and may be applied prospectively or retrospectively. Early adoption is permitted.
- Fair Value Measurements
Financial Assets
The following tables provide the financial assets measured at fair value on a recurring basis:
| AmortizedCost orCarryingValue · GrossUnrealizedGains · GrossUnrealizedLosses Less Than 12 Months · Fair Value Hierarchy as of June 30, 2026 · AggregateFair Value | |||||||
|---|---|---|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 | |||||||
| Financial Assets: · (In thousands) | |||||||
| Cash and cash equivalents: | |||||||
| Money market funds | $571,680 | $— | $— | $571,680 | $— | $— | $571,680 |
| Commercial paper | 21,579 | — | — | — | 21,579 | — | 21,579 |
| U.S. Treasury bills | 3,000 | — | — | 3,000 | — | — | 3,000 |
| Total included in cash and cash equivalents | 596,259 | — | — | 574,680 | 21,579 | — | 596,259 |
| Marketable securities: | |||||||
| Debt securities: | |||||||
| U.S. Treasury securities | 190,136 | 135 | (710) | 189,561 | — | — | 189,561 |
| Corporate debt securities and commercial paper | 1,638,200 | 1,683 | (5,605) | — | 1,634,278 | — | 1,634,278 |
| Total debt securities | 1,828,336 | 1,818 | (6,315) | 189,561 | 1,634,278 | — | 1,823,839 |
| Equity securities | 9,230 | — | — | 9,230 | — | — | 9,230 |
| Total marketable securities | 1,837,566 | 1,818 | (6,315) | 198,791 | 1,634,278 | — | 1,833,069 |
| Total financial assets | $2,433,825 | $1,818 | $(6,315) | $773,471 | $1,655,857 | $— | $2,429,328 |
| AmortizedCost orCarryingValue · GrossUnrealizedGains · GrossUnrealizedLosses Less Than 12 Months · GrossUnrealizedLosses MoreThan12 Months · Fair Value Hierarchy as of December 31, 2025 · AggregateFair Value | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 | ||||||||||
| Financial Assets: · (In thousands) | ||||||||||
| Cash and cash equivalents: | ||||||||||
| Money market funds | $454,505 | $— | $— | $— | $454,505 | $— | $— | $454,505 | ||
| Commercial paper | 37,517 | — | — | — | 37,517 | 37,517 | ||||
| Total included in cash and cash equivalents | 492,022 | — | — | — | 454,505 | 37,517 | — | 492,022 | ||
| Marketable securities: | ||||||||||
| Debt securities: | ||||||||||
| U.S. Treasury securities | 249,396 | 1,190 | (9) | — | 250,577 | — | — | 250,577 | ||
| Corporate debt securities and commercial paper | 1,523,935 | 9,360 | (84) | (1) | — | 1,533,210 | — | 1,533,210 | ||
| Total debt securities | 1,773,331 | 10,550 | (93) | (1) | 250,577 | 1,533,210 | — | 1,783,787 | ||
| Equity securities | 4,220 | — | — | — | 4,220 | — | — | 4,220 | ||
| Total marketable securities | 1,777,551 | 10,550 | (93) | (1) | 254,797 | 1,533,210 | — | 1,788,007 | ||
| Total financial assets | $2,269,573 | $10,550 | $(93) | $(1) | $709,302 | $1,570,727 | $— | $2,280,029 | ||
Debt Securities
The Company’s primary objective when investing excess cash is preservation of capital, hence the Company’s debt securities primarily consist of U.S. Treasury securities, high credit quality corporate debt securities and commercial paper. Because the Company views its debt securities as available to support current operations, it has classified all available for sale securities as short-term.
Interest earned on debt securities was $17.8 million and $35.3 million in the three and six months ended June 30, 2026, respectively, and $17.9 million and $36.8 million in the three and six months ended June 30, 2025, respectively. The interest is recorded as other income, net, in the accompanying unaudited condensed consolidated statements of operations.
The following table summarizes the contractual maturities of debt securities:
| As of June 30, · As of December 31, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| AmortizedCost | AggregateFair Value | AmortizedCost | AggregateFair Value | |
| Financial Assets: · (In thousands) | ||||
| Less than one year | $737,062 | $738,146 | $588,022 | $590,997 |
| One to three years | 1,091,274 | 1,085,693 | 1,185,309 | 1,192,790 |
| Total | $1,828,336 | $1,823,839 | $1,773,331 | $1,783,787 |
Strategic Investments
As of June 30, 2026, and December 31, 2025, the Company held strategic investments with a carrying value of $24.2 million and $24.5 million, respectively, recorded as other long-term assets in the accompanying unaudited condensed consolidated balance sheets. There were no significant impairments or adjustments recorded in the three and six months ended June 30, 2026 and 2025 related to these securities.
Financial Liabilities
The Company’s financial liabilities that are measured at fair value on a recurring basis consist of foreign currency derivative liabilities and are classified as Level 2 financial instruments in the fair value hierarchy. As of June 30, 2026, and December 31, 2025, the aggregate fair value of these liabilities and the associated unrealized losses were not significant.
The Company’s financial liabilities that are not measured at fair value on a recurring basis are its Senior Notes due 2029 (“2029 Notes”) and its Senior Notes due 2031 (“2031 Notes”). As of June 30, 2026, the fair values of the 2029 Notes and 2031 Notes were $487.6 million and $477.1 million, respectively. As of December 31, 2025, the fair values of the 2029 Notes and 2031 Notes were $489.7 million and $483.9 million, respectively.
- Property and Equipment
Property and equipment consist of the following:
| As of June 30, | As of December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (In thousands) | ||
| Capitalized internal-use software developments costs | $464,892 | $421,795 |
| Data center equipment | 19,639 | 27,843 |
| Leasehold improvements | 62,186 | 62,143 |
| Office equipment | 47,902 | 46,709 |
| Furniture and fixtures | 9,965 | 10,399 |
| Software | 15,431 | 14,927 |
| Total property and equipment | 620,015 | 583,816 |
| Less: accumulated depreciation and amortization | (433,387) | (406,853) |
| Total property and equipment, net | $186,628 | $176,963 |
Depreciation and amortization expense was $17.7 million and $22.3 million in the three months ended June 30, 2026 and 2025, respectively, and $34.6 million and $44.1 million in the six months ended June 30, 2026 and 2025, respectively.
The Company capitalized $22.8 million and $17.6 million in internal‑use software development costs in the three months ended June 30, 2026 and 2025, respectively, and $46.1 million and $33.9 million in the six months ended June 30, 2026 and 2025, respectively.
- Derivatives and Hedging
As of June 30, 2026, the Company’s outstanding foreign currency forward contracts designated as cash flow hedges had a total sell notional value of $330.6 million. The notional value represents the amount that will be sold upon maturity of the forward contract. As of June 30, 2026, these contracts had maturities of up toseventeen months. Gains and losses associated with these foreign currency forward contracts were not significant.
The Company is subject to master netting agreements with certain counterparties of the foreign exchange contracts, under which it is permitted to net settle transactions of the same currency with a single net amount payable by one party to the other. It is the Company’s policy to present the derivatives at gross in its unaudited condensed consolidated balance sheets. The Company’s foreign currency forward contracts are not subject to any credit contingent features or collateral requirements. The Company manages its exposure to counterparty risk by entering into contracts with a diversified group of major financial institutions and by actively monitoring its outstanding positions. As of June 30, 2026, the Company did not have any offsetting arrangements.
- Goodwill and Intangible Assets
Goodwill
The goodwill balance as of June 30, 2026 and December 31, 2025, and the changes during the period, were as follows:
| Total | |
|---|---|
| (In thousands) | |
| Balance as of December 31, 2025 | $5,291,787 |
| Measurement period adjustment and other | 670 |
| Balance as of June 30, 2026 | $5,292,457 |
Intangible assets
Intangible assets consist of the following:
| Cost | Accumulated Amortization | Net | |
|---|---|---|---|
| Amortizable intangible assets: · (In thousands) | |||
| Developed technology | $398,205 | $(370,302) | $27,903 |
| Customer relationships | 350,283 | (272,686) | 77,597 |
| Supplier relationships | 49,756 | (48,983) | 773 |
| Trade names | 25,968 | (25,968) | — |
| Patent | 3,968 | (1,392) | 2,576 |
| Total amortizable intangible assets | 828,180 | (719,331) | 108,849 |
| Non-amortizable intangible assets: | |||
| Telecommunication licenses | 4,920 | — | 4,920 |
| Trademarks and other | 295 | — | 295 |
| Total | $833,395 | $(719,331) | $114,064 |
| Cost | Accumulated Amortization | Net | |
|---|---|---|---|
| Amortizable intangible assets: · (In thousands) | |||
| Developed technology | $398,205 | $(359,450) | $38,755 |
| Customer relationships | 350,283 | (260,216) | 90,067 |
| Supplier relationships | 49,756 | (44,443) | 5,313 |
| Trade names | 25,968 | (25,928) | 40 |
| Patent | 3,968 | (1,293) | 2,675 |
| Total amortizable intangible assets | 828,180 | (691,330) | 136,850 |
| Non-amortizable intangible assets: | |||
| Telecommunication licenses | 4,920 | — | 4,920 |
| Trademarks and other | 295 | — | 295 |
| Total | $833,395 | $(691,330) | $142,065 |
Amortization expense was $11.3 million and $27.1 million for the three months ended June 30, 2026 and 2025, respectively, and $28.0 million and $54.2 million for the six months ended June 30, 2026 and 2025, respectively.
Total estimated future amortization expense is as follows:
| Year Ended December 31, | (In thousands) |
|---|---|
| 2026 (remaining six months) | $16,614 |
| 2027 | 27,796 |
| 2028 | 21,520 |
| 2029 | 17,353 |
| 2030 | 16,614 |
| Thereafter | 8,952 |
| Total | $108,849 |
- Balance Sheet Components
Prepaid expenses and other current assets consist of the following:
| As of June 30, | As of December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (In thousands) | ||
| Prepaid expenses(1) | $223,615 | $307,263 |
| Other current assets | 106,396 | 162,387 |
| Total prepaid expenses and other current assets | $330,011 | $469,650 |
(1)In the three months ended June 30, 2026, the Company recorded a $32.8 million impairment loss on prepaid assets, which contributed to a decrease in prepaid expenses from December 31, 2025. The impairment loss was due to the Company’s determination that it would be unable to consume certain network services that were prepaid in previous periods due to operational and financial challenges experienced by two network service providers.
Accrued expenses and other current liabilities consist of the following:
| As of June 30, | As of December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (In thousands) | ||
| Accrued payroll and related liabilities | $87,912 | $95,795 |
| Company-wide bonus program liability | 76,184 | 136,221 |
| Accrued sales bonus and commissions | 14,742 | 21,922 |
| Accrued cost of revenue | 254,004 | 226,878 |
| Sales and other taxes payable | 57,053 | 58,259 |
| ESPP contributions | 5,376 | 6,925 |
| Accrued other expense | 62,427 | 62,119 |
| Total accrued expenses and other current liabilities | $557,698 | $608,119 |
- Long-Term Debt
Long-term debt, net, consists of the following:
| As of June 30, | As of December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (In thousands) | ||
| 2029 Senior Notes | ||
| Principal | $500,000 | $500,000 |
| Unamortized discount | (2,329) | (2,733) |
| Unamortized issuance costs | (524) | (615) |
| Net carrying amount | 497,147 | 496,652 |
| 2031 Senior Notes | ||
| Principal | 500,000 | 500,000 |
| Unamortized discount | (3,253) | (3,563) |
| Unamortized issuance costs | (732) | (802) |
| Net carrying amount | 496,015 | 495,635 |
| Total long-term debt, net | $993,162 | $992,287 |
As of June 30, 2026, the Company was in compliance with all of its covenants under the related indentures.
- Revenue by Geographic Area
Revenue by geographic area is based on the IP address or the mailing address of the customer at the time of registration. The following table sets forth revenue by geographic area:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Revenue by geographic area: · (In thousands) | ||||
| United States | $961,352 | $786,974 | $1,860,246 | $1,536,414 |
| International | 537,737 | 441,451 | 1,045,750 | 864,474 |
| Total | $1,499,089 | $1,228,425 | $2,905,996 | $2,400,888 |
| Percentage of revenue by geographic area: | ||||
|---|---|---|---|---|
| United States | 64% | 64% | 64% | 64% |
| International | 36% | 36% | 36% | 36% |
- Commitments and Contingencies
(a)Lease and Other Commitments
The Company leases its facilities under various non-cancelable operating lease agreements. In the three and six months ended June 30, 2026, the Company did not enter into any significant new lease agreements.
The Company has non-cancelable contractual commitments with its cloud infrastructure provider, network service providers and other vendors. The Company had $1.5 billion of non-cancelable purchase commitments as of June 30, 2026 with remaining terms up tofive years.
(b)Legal Matters
From time to time, the Company may be subject to legal actions, claims, and government investigations or inquiries arising in the ordinary course of business. These matters may include, but are not limited to, matters involving privacy, data protection, data security, intellectual property, competition, telecommunications, consumer protection, taxation, securities, employment and contractual rights. While the Company currently believes that the final outcomes of these matters will not have a material adverse effect on its business, the results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
The Company accrues for contingencies associated with legal matters when it believes that a loss is probable and that it can be reasonably estimated. To the extent there is a reasonable possibility that a loss may be incurred that is in excess of amounts already recognized and such additional loss amount may be material, the Company either discloses the estimated additional loss amount or states that such an estimate cannot be made. Significant judgment is required to determine the probability of a loss and to estimate the amount of any probable loss.
Legal fees and other costs related to litigation and other legal proceedings are expensed as incurred and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.
(c)Indemnification Agreements
In the ordinary course of business and in connection with its financing and business combination transactions, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to business partners, customers and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties and other liabilities relating to or arising from the Company’s products or its acts or omissions.
The Company has also signed indemnification agreements with all of its board members and executive officers and certain employees that may require the Company to indemnify them for certain events in connection with their services to the Company or its direct or indirect subsidiaries.
As of June 30, 2026, and December 31, 2025, no amounts were accrued related to any outstanding indemnification agreements.
(d)Other Taxes
The Company conducts operations in many tax jurisdictions within and outside the United States. In many of these jurisdictions, non-income-based taxes, such as sales, use, telecommunications and other local taxes are assessed on the Company’s operations. The Company carries reserves for certain of its non-income-based tax exposures in certain jurisdictions when it is both probable that a liability was incurred and the amount of the exposure can be reasonably estimated. These reserves are based on estimates which include several key assumptions including, but not limited to, the taxability of the Company’s services, the jurisdictions in which management believes it had nexus and the sourcing of revenues to those jurisdictions.
The Company continues to remain in discussions with certain jurisdictions regarding its prior sales and other taxes that it may owe. In the event any of these jurisdictions disagree with management’s assumptions and analysis, the assessment of the Company’s tax exposure could differ materially from management’s current estimates.
As of June 30, 2026, the liabilities accrued for non-income-based taxes were $23.1 million for domestic jurisdictions and $22.1 million for jurisdictions outside of the United States. As of December 31, 2025, these liabilities were $21.1 million and $21.8 million, respectively.
- Stockholders' Equity
Preferred Stock
As of June 30, 2026 and December 31, 2025, the Company had authorized 100,000,000 shares of preferred stock, par value $0.001 per share, of whichno shares were issued and outstanding.
Common Stock
As of June 30, 2026 and December 31, 2025, the Company had authorized 1,000,000,000 shares of Class A common stock, par value $0.001 per share. As of June 30, 2026 and December 31, 2025,153,571,872 and 152,411,346 shares of Class A common stock, respectively, were issued and outstanding.
The Company had reserved shares of common stock for issuance as follows:
| As of June 30, | As of December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Stock options issued and outstanding | 767,453 | 902,120 |
| Unvested restricted stock units issued and outstanding | 12,168,065 | 13,663,977 |
| Shares of Class A common stock reserved for Twilio.org | 221,021 | 265,225 |
| Stock-based awards available for grant under 2016 equity plan | 10,529,415 | 28,543,969 |
| Shares of Class A common stock reserved for issuance pursuant to ESPP(1) | 12,133,808 | 10,836,938 |
| Total | 35,819,762 | 54,212,229 |
(1)The amount as of June 30, 2026 reflects the number of shares of Class A common stock reserved for issuance pursuant to the ESPP governing the current offering period as of that date. See Note 12 for further details.
Share Repurchase Program
In January 2025, the board of directors of the Company authorized a share repurchase program to repurchase up to $2.0 billion in aggregate value of the Company’s outstanding Class A common stock. Repurchases under this program can be made through open market, private transactions or other means, in compliance with applicable federal securities laws, and can include repurchases pursuant to Rule 10b5-1 trading plans. The Company has discretion in determining the conditions under which shares may be repurchased from time to time. The program expires on December 31, 2027.
In the three months ended June 30, 2026 and 2025, the Company repurchased 0.5 million and 1.8 million shares of its Class A common stock, respectively, for an aggregate purchase price of $66.0 million and $176.7 million, respectively. In the six months ended June 30, 2026 and 2025, the Company repurchased 2.6 million and 3.0 million shares of its Class A common stock, respectively, for an aggregate purchase price of $319.4 million and $306.9 million, respectively. As of June 30, 2026, approximately $826.0 million of the amount authorized in January 2025 for share repurchases remained available for future repurchases.
- Stock-Based Compensation
Stock Option and Incentive Plan
The Company’s 2016 Stock Option and Incentive Plan (the “Prior Equity Plan”) that originally became effective on June 21, 2016, and was scheduled to expire in June 2026, was amended on June 16, 2026 (the “Amendment Date”), pursuant to the Company’s stockholders’ approval. The amended 2016 Stock Option and Incentive Plan (the “Amended Equity Plan”) superseded the Prior Equity Plan and will expire on June 16, 2036. As of its effective date, the Amended Equity Plan reduced the number of shares reserved for issuance under the plan to a maximum of 10,500,000 shares of the Company’s Class A common stock, which will be increased by the amount of any shares subject to awards granted under the Amended Equity Plan (or the Prior Equity Plan prior to the Amendment Date) that are forfeited, canceled, reacquired by the Company prior to vesting or otherwise terminated. The Amended Equity Plan does not provide for automatic annual increases of available shares in the plan.
The types of awards permitted for granting under the Amended Equity Plan remain unchanged and include stock options, restricted stock units (“RSUs”), restricted stock awards, stock appreciation rights, unrestricted stock awards, performance share awards, dividend equivalent rights and cash-based awards by the Company to be granted to its employees, directors and consultants.
Certain of the Company’s outstanding equity awards were granted under equity incentive plans that are no longer active but continue to govern the outstanding equity awards granted thereunder.
Employee Stock Purchase Plan
The Company’s 2016 Employee Stock Purchase Plan (the “Prior ESPP”) that originally became effective on June 21, 2016, and was scheduled to expire in June 2026, was amended on June 16, 2026, pursuant to the Company's stockholders’ approval. The amended 2016 Employee Stock Purchase Plan (the “Amended ESPP”) superseded the Prior ESPP and will remain effective until terminated by the Company’s board of directors in its discretion. As of its effective date, the Amended ESPP reduced the number of shares reserved for issuance thereunder to a maximum of 4,000,000 shares of the Company’s Class A common stock. The Amended ESPP does not provide for automatic annual increases of available shares in the plan.
Both the Prior ESPP and the Amended ESPP allow eligible employees to purchase shares of the Company’s Class A common stock at a discount of 15% through payroll deductions of their eligible compensation, and provide for separate six-month offering periods beginning in May and November of each year. The initial offering under the Amended ESPP will begin on November 16, 2026, following the conclusion of the current six-month offering period that commenced in May 2026 under the Prior ESPP. On each purchase date, eligible employees purchase shares of the Company’s Class A common stock at a price per share equal to 85% of the lesser of (i) the fair market value of the Company’s Class A common stock on the offering date or (ii) the fair market value of the Company’s Class A common stock on the purchase date.
Performance-Based Restricted Stock Units
In the first quarter of 2026, the Company granted to certain of its executive employees performance-based restricted stock units (“PSUs”) covering 210,301 shares of Class A common stock that had an aggregate grant date fair value of $24.8 million. The PSUs will vest if certain operational performance conditions, as defined in the grant agreements, are met during thethree-year performance achievement period, which expires on December 31, 2028. Additionally, if certain market conditions are met during the performance achievement period, the number of shares that ultimately vest may further increase or decrease. At the end of the vesting period, the number of shares actually issued may range from 0% to 200% of the target based on levels of performance.
The fair value of the PSUs was determined using a Monte-Carlo simulation model. The expense is recognized on a straight-line basis when it is probable that the performance target will be achieved during the performance period. The probability of achievement is assessed each reporting period and cumulative adjustments are recorded in periods in which the probability assessment changes.
As of June 30, 2026, total unrecognized compensation cost related to unvested RSUs, including PSUs, was $1.1 billion, which will be amortized over a weighted-average period of 2.2 years. As of June 30, 2026, total unrecognized compensation cost related to the ESPP was not significant.
Stock-Based Compensation Expense
The Company recorded total stock-based compensation expense as follows:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (In thousands) | ||||
| Cost of revenue | $3,111 | $4,087 | $6,485 | $8,358 |
| Research and development | 74,702 | 80,590 | 147,713 | 158,656 |
| Sales and marketing | 32,299 | 34,413 | 63,448 | 65,772 |
| General and administrative | 31,800 | 30,161 | 60,777 | 55,738 |
| Total | $141,912 | $149,251 | $278,423 | $288,524 |
- Net Income Per Share Attributable to Common Stockholders
The following table sets forth the calculation of basic and diluted net income per share attributable to common stockholders during the periods presented:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net income attributable to common stockholders (in thousands) | $1,067,209 | $22,423 | $1,157,348 | $42,440 |
| Denominator: | ||||
| Weighted-average shares outstanding, basic | 152,785,292 | 153,228,766 | 152,582,316 | 153,273,594 |
| Dilutive effect of outstanding common stock equivalents | 6,922,874 | 6,462,992 | 6,128,854 | 7,456,044 |
| Weighted-average shares outstanding, diluted | 159,708,166 | 159,691,758 | 158,711,170 | 160,729,638 |
| Net income per share attributable to common stockholders: | ||||
| Basic | $6.99 | $0.15 | $7.59 | $0.28 |
| Diluted | $6.68 | $0.14 | $7.29 | $0.26 |
The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Stock options issued and outstanding | 132,180 | 414,972 | 132,180 | 145,350 |
| Unvested restricted stock units issued and outstanding(1) | 2,286,140 | 4,458,044 | 2,286,140 | 4,261,767 |
| Shares of Class A common stock committed under ESPP | 90,584 | 148,220 | 90,584 | 148,220 |
| Total | 2,508,904 | 5,021,236 | 2,508,904 | 4,555,337 |
(1)A portion of these unvested restricted stock units are PSUs. The number of PSUs that ultimately vest may increase or decrease the number of shares that will be issued at the end of the performance period.
- Income Taxes
The Company computes its benefit from (provision for) income taxes for interim periods using an estimated annual effective tax rate based on anticipated annual pretax income or loss. The estimated annual effective tax rate is applied to the Company’s year-to-date income or loss, and is adjusted for discrete items recorded in the period.
In 2026, the primary difference between the Company’s effective tax rate and federal statutory rate relates to the tax benefit recognized from the U.S. valuation allowance released during the second quarter of 2026. In prior periods, the primary difference between the Company’s effective tax rate and the federal statutory rate related to the valuation allowance the Company established on the federal, state and certain foreign net operating losses and credits.
The benefit for income taxes recorded in the three and six months ended June 30, 2026 consists primarily of the release of the valuation allowance on U.S. deferred tax assets. The benefit for income taxes recorded in the three and six months ended June 30, 2026 was also impacted by federal, state and foreign income taxes and withholding taxes in foreign jurisdictions in which the Company conducts business, primarily driven by the excess benefit on share-based payment awards.
The provision for income taxes recorded in the three and six months ended June 30, 2025 consists primarily of federal, state and foreign income taxes and withholding taxes in foreign jurisdictions in which the Company conducts business.
The Company regularly assesses the need for a valuation allowance on its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of all available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will be realized. The determination of the realizability of deferred tax assets requires significant judgment and relies on management's estimates of future taxable income.
As of June 30, 2026, the Company demonstrated sustained profitability in the U.S. over a cumulative period of three years based on the U.S. pre-tax book income adjusted for permanent book-tax differences, and expects to continue to sustain this profitability position in the U.S. for the annual period ended December 31, 2026. This evidence is objective and verifiable and represents strong positive evidence that carries significant weight.
Based on the Company’s analysis of all available positive and negative evidence, including the objective and verifiable positive evidence as described above, and anticipated future earnings, the Company concluded that it is more likely than not that the majority of its U.S. deferred tax assets are realizable. As a result of this change in estimate, the Company released a significant portion of the valuation allowance on its U.S. deferred tax assets in the current quarter. The majority of this valuation allowance related to the U.S. federal and state net operating losses, tax credit carryforwards, and capitalized R&D expenditures. As the change in estimate occurred during an interim period, the Company included the change in valuation allowance resulting from the current year income in the estimated annual effective tax rate and recorded the release of the valuation allowance as a discrete tax benefit during the period, which resulted in the recognition of deferred tax assets and an income tax benefit during the three and six months ended June 30, 2026 of $944.1 million. An additional $8.7 million of the valuation allowance release was recorded in the statement of shareholders’ equity related to deferred tax assets that arose from a previously settled capped call.
The Company’s judgment regarding the need for a valuation allowance may reasonably change in future reporting periods due to many factors, including changes in expectations of future profitability in the U.S. and changes in tax laws or regulations. The Company will continue to maintain a valuation allowance against deferred tax assets where the Company believes that it is more likely than not that they will not be realized. The remaining valuation allowance as of June 30, 2026 was $519.3 million, maintained against deferred tax assets related to investments, certain state research and development credits and certain foreign deferred tax assets.
The Company is subject to taxation in the U.S. and various other state and foreign jurisdictions. Because the Company has net operating loss carryforwards for U.S. federal and state jurisdictions, the statute of limitations is open for all tax years. In February 2026, the Internal Revenue Service notified the Company of its intent to commence an audit of the Company's federal income tax return for the year ended December 31, 2023. The audit is in its preliminary stages. While the final outcome of this audit is uncertain, management believes that adequate amounts have been reserved for any adjustments that may result and does not expect the audit to have a material adverse effect on the Company's consolidated financial position, results of operations, or cash flows.
- Related Party Transactions
In May 2022, the Company and Syniverse Corporation (“Syniverse”), an equity method investee, entered into a wholesale agreement pursuant to which Syniverse would process, route and deliver application-to-person messages originating and/or terminating between the Company’s customers and mobile network operators. For the three and six months ended June 30, 2026, the value of transactions that occurred between the Company and Syniverse were $13.0 million and $44.0 million, respectively. For the three and six months ended June 30, 2025, the value of the transactions that occurred between the Company and Syniverse were $30.3 million and $69.0 million, respectively. These transactions were recorded as cost of revenue in the accompanying unaudited condensed consolidated statements of operations.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “can,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
the impact of global economic and political conditions and uncertainty and significant market volatility on our business, customers and partners;
our future financial performance, including expectations regarding our revenue, revenue growth, cost of revenue, gross profit, gross margin, operating expenses, and stock-based compensation, our ability to generate positive cash flow and our ability to achieve, improve and sustain profitability;
our expectations regarding the factors affecting our results of operations, the timing of future expenses, and the assumptions underlying such expectations;
our ability to execute on our vision for our platform, including delivering new product releases and enhancements, reducing friction across our platform and streamlining cross-channel orchestration;
our ability to successfully deliver an interoperable platform that allows businesses to harness the power of customer data and consumer insights to improve customer engagement;
our use of and ability to leverage artificial intelligence (“AI”) and machine learning, including to develop and commercialize products and features for our customers and deploy internal applications for our own operational efficiency;
our ability to drive durable, profitable growth and increase our market share, including through product innovation, leveraging artificial intelligence, forming and enhancing relationships with independent software vendors and other partners, improving our self-service capabilities, cross-selling our products and expanding internationally;
our ability to simplify and modernize our business processes and improve our overall operating efficiency;
our ability to compete effectively in an intensely competitive market, including our ability to set optimal prices for our products and adapt and respond effectively to rising costs, competing offerings, rapidly changing technology and technology trends, and evolving customer needs and preferences;
our anticipated investments in sales and marketing, research and development and additional systems and processes to support our growth;
our ability to maintain reliable service levels for our customers;
our ability to maintain, protect and enhance our intellectual property;
the impact of, and our ability to comply with, modified or new industry standards, laws and regulations applying to our business, including legislative developments that may affect our tax obligations or tax expense;
our expectations regarding changes in network service provider fees that we pay in connection with the delivery of communications on our platform, including A2P messaging fees, our ability to manage such fees and their impact on our financial results;
investments and costs required to prevent, detect and remediate potential cybersecurity threats, incidents and breaches of ours or our customers’ systems or information;
our ability to optimize our network service provider coverage and connectivity;
our ability to work closely with email inbox service providers to maintain deliverability rates;
the impact and expected results from changes in our relationships with our larger customers;
the sufficiency of our cash and cash equivalents to meet our liquidity needs;
our expectations regarding share repurchases;
our ability to successfully defend litigation brought against us;
the anticipated results of our foreign currency hedging activities;
our ability to service the interest on our 3.625% senior notes due 2029 (“2029 Notes”) and on our 3.875% notes due 2031 (“2031 Notes,” and together with the 2029 Notes, the “Notes”), and repay such Notes;
our customers’ and other platform users’ violation of our policies or other misuse of our platform; and
our ability to successfully integrate acquired businesses and realize the benefits of our past or future strategic acquisitions, divestitures or investments.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, results of operations and financial condition. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described below in Part II, Item 1A, “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “Twilio,” the “Company,” “we,” “our,” “us,” or similar terms are to Twilio Inc. and its consolidated subsidiaries.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.