TWILIO INCTWLO
TWILIO INC Stock Compensation Disclosure
Stock-Based Compensation
The following equity incentive plans govern a significant amount of the outstanding equity awards as of December 31, 2025:
2016 Stock Option Plan
The Company’s 2016 Stock Option and Incentive Plan (the “2016 Plan”) became effective on June 21, 2016. The 2016 Plan provides for the grant of ISOs, NSOs, restricted stock awards, RSUs, stock appreciation rights, unrestricted stock awards, performance share awards, dividend equivalent rights and cash-based awards to employees, directors and consultants of the Company. A total of 11,500,000 shares of the Company’s Class A common stock were initially reserved for issuance under the 2016 Plan. These available shares automatically increase each January 1, beginning on January 1, 2017, by 5% of the number of shares of the Company’s Class A and Class B common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. On January 1, 2025 and 2024, the shares available for grant under the 2016 Plan were automatically increased by 7,630,534 shares and 9,097,289 shares, respectively.
Under the 2016 Plan, the stock options are granted at a price per share not less than 100% of the fair market value per share of the underlying common stock on the date of grant.
2016 Employee Stock Purchase Plan
The Company’s 2016 ESPP was effective on June 21, 2016. A total of 2,400,000 shares of the Company’s Class A common stock were initially reserved for issuance under the 2016 ESPP. These available shares automatically increase each January 1, beginning on January 1, 2017, by the lesser of 1,800,000 shares of the Company's Class A common stock, 1% of the number of shares of the Company’s Class A and Class B common stock outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s compensation committee. On January 1, 2025 and 2024, the shares available for grant under the 2016 ESPP were automatically increased by 1,526,106 and 1,800,000 shares, respectively.
The 2016 ESPP allows 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, subject to any plan limitations. The 2016 ESPP provides for separate six-month offering periods beginning in May and November of each year.
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.
As of December 31, 2025, total unrecognized compensation cost related to the 2016 ESPP was not significant.
Stock-options and restricted stock units and awards activity under the Company’s equity incentive plans is as follows:
Stock Options
| Number of options outstanding | Weighted- average exercise price (Per share) | Weighted- average remaining contractual term (In years) | Aggregate intrinsic value (In thousands) | |||||||||||||||||||||||
| Outstanding options as of December 31, 2024 | 1,322,176 | $ | 74.15 | 3.05 | $ | 74,838 | ||||||||||||||||||||
| Exercised | (420,056) | $ | 14.87 | |||||||||||||||||||||||
| Outstanding options as of December 31, 2025 | 902,120 | $ | 101.75 | 2.87 | $ | 59,701 | ||||||||||||||||||||
| Options vested and exercisable as of December 31, 2025 | 902,120 | $ | 101.75 | 2.87 | $ | 59,701 | ||||||||||||||||||||
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||
Aggregate intrinsic value of stock options exercised (1) | $ | 41,976 | $ | 8,649 | $ | 15,242 | ||||||||||||||
| Total estimated grant date fair value of options vested | $ | 844 | $ | 9,351 | $ | 28,619 | ||||||||||||||
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(1) Aggregate intrinsic value represents the difference between the fair value of the Company’s Class A common stock as reported on the New York Stock Exchange and the exercise price of outstanding “in-the-money” options.
(1) Aggregate intrinsic value represents the difference between the fair value of the Company’s Class A common stock as reported on the New York Stock Exchange and the exercise price of outstanding “in-the-money” options.
As of December 31, 2025, all stock options have vested.
Restricted Stock Units
| Number of awards outstanding | Weighted- average grant date fair value (Per share) | Aggregate intrinsic value (In thousands) | ||||||||||||||||||
| Unvested RSUs as of December 31, 2024 | 18,386,271 | $ | 71.96 | $ | 1,394,966 | |||||||||||||||
| Granted | 4,728,094 | $ | 119.02 | |||||||||||||||||
| Vested | (6,944,005) | $ | 84.28 | |||||||||||||||||
| Forfeited and canceled | (2,506,383) | $ | 78.06 | |||||||||||||||||
| Unvested RSUs as of December 31, 2025 | 13,663,977 | $ | 80.86 | $ | 1,943,564 | |||||||||||||||
In 2025 and 2024, the Company granted to certain of its executive employees performance-based restricted stock units (“PSUs”) covering 185,899 and 516,626 shares, respectively, of Class A common stock that had an aggregate grant date fair value of $27.1 million and $34.5 million, respectively. These awards are included in the table above. The PSUs will vest if certain operational performance conditions or market conditions, as defined in the respective grant agreements, are met during the performance achievement periods, which expire on December 31, 2027 and 2026, respectively. 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.
As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs was $994.9 million, which will be amortized over a weighted-average period of 2.2 years.
Valuation Assumptions
The Company used the following assumptions in the Black-Scholes option pricing model to estimate the fair value of the purchase rights issued under the 2016 ESPP:
| Year Ended December 31, | ||||||||||||||||||||
| Employee Stock Purchase Plan: | 2025 | 2024 | 2023 | |||||||||||||||||
| Fair value of common stock | $116.34 - $120.22 | $61.54 - $96.41 | $47.36 - $61.55 | |||||||||||||||||
| Expected term (in years) | 0.50 | 0.50 | 0.50 | |||||||||||||||||
| Expected volatility | 57.8% - 58.7% | 38.6% - 41.8% | 45.8% - 57.1% | |||||||||||||||||
| Risk-free interest rate | 3.8% - 4.3% | 4.4% - 5.4% | 5.3% - 5.4% | |||||||||||||||||
Stock-Based Compensation Expense
The Company recorded stock-based compensation expense as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Cost of revenue | $ | 16,570 | $ | 22,001 | $ | 26,343 | ||||||||||||||
| Research and development | 326,767 | 330,933 | 331,526 | |||||||||||||||||
| Sales and marketing | 136,998 | 135,331 | 183,389 | |||||||||||||||||
| General and administrative | 118,319 | 125,164 | 121,584 | |||||||||||||||||
| Restructuring costs | 1,753 | 3,178 | 13,015 | |||||||||||||||||
| Total | $ | 600,407 | $ | 616,607 | $ | 675,857 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.