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0001447669EX-FILING FEESfalsefalseClass A common stock, $0.001 par value per share, reserved for issuance pursuant to the Registrant's Amended and Restated 2016 Stock Option and Incentive PlanClass A common stock, $0.001 par value per share, reserved for issuance pursuant to the Registrant's Amended and Restated 2016 Employee Stock Purchase Plan 0001447669 2025-02-26 2025-02-26 0001447669 1 2025-02-26 2025-02-26 0001447669 2 2025-02-26 2025-02-26 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107.1
CALCULATION OF FILING FEE TABLES
Form S-8
(Form Type)
Twilio Inc.
(Exact name of registrant as specified in its charter)
Table 1 - Newly Registered Securities
 
     
 Security 
Type
   
Security
Class
Title
  
Fee
 Calculation 
Rule
  
Amount
Registered
  
Proposed
 Maximum 
Offering
Price Per
Unit
  
Maximum
Aggregate
Offering
Price
  
Fee
Rate
  
Amount of
Registration
Fee
(1) 
    Equity   
Class A common stock, $0.001 par value per share, reserved for issuance pursuant to the Registrant’s Amended and Restated 2016 Stock Option and Incentive Plan
   Other    7,630,534    $116.05    $885,523,470.70     0.0001531    $135,573.65
(2)
    Equity   
Class A common stock, $0.001 par value per share, reserved for issuance pursuant to the Registrant’s Amended and Restated 2016 Employee Stock Purchase Plan
   Other   1,526,106   $98.65   $150,550,356.90   0.0001531   $23,049.26
Total Offering Amounts
   —   $1,036,073,827.60   —    $158,622.91 
Total Fee Offsets
   —   —   —   —
Net Fee Due
   —   —   —   $158,622.91
 
(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional shares of Class A common stock of Twilio Inc. (the “Registrant”) that become issuable under the Registrant’s Amended and Restated 2016 Stock Option and Incentive Plan (“2016 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
 
 
The amount registered represents an automatic increase on January 1, 2025 to the number of shares available for issuance under the 2016 Plan in accordance with the automatic annual increase provisions of the 2016 Plan.
 
 
The proposed maximum offering price per unit is estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of Class A common stock, as reported on the New York Stock Exchange on February 21, 2025.
 
(2)
Pursuant to Rule 416(a) of the Securities Act, this Registration Statement covers any additional shares of Class A common stock of the Registrant that become issuable under the Registrant’s Amended and Restated 2016 Employee Stock Purchase Plan (“2016 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
 
 
The amount registered represents an automatic increase on January 1, 2025 to the number of shares available for issuance under the Registrant’s 2016 ESPP in accordance with the automatic annual increase provisions of the 2016 ESPP.
 
 
The proposed maximum offering price per unit is estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of the average of the high and low prices of Class A common stock, as reported on the New York Stock Exchange on February 21, 2025. Pursuant to the 2016 ESPP, the purchase price of the shares of Class A common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of a share of Class A common stock on the first trading day of the offering period or on the exercise date.