TWILIO CFO disposes 8,363 Class A shares via sell-to-cover on 09/30/2025

Rhea-AI Filing Summary

Twilio Inc. Chief Financial Officer Aidan Viggiano reported sell-to-cover transactions related to vested restricted stock units on 09/30/2025. The Form 4 shows three disposals of Class A common stock totaling 8,363 shares sold at weighted-average prices of $99.1795, $100.4469, and $101.0708, respectively, to satisfy statutory tax withholding on RSU vesting. After these transactions the reporting person beneficially owned 137,653 Class A shares directly. The filings state the sales were mandated under the issuer's equity plan and were not discretionary sales by the reporting person.

Positive

• Sales were mandated as sell-to-cover for RSU tax withholding, not discretionary disposals
• Reporting person retains 137,653 Class A shares after transactions

Negative

• Total of 8,363 shares sold on 09/30/2025, reducing insider holdings
• Weighted-average sale prices ranged around $99.18–$101.07, realized value removed from insider position

Insights

Corporate Governance Expert

Insider sales were non-discretionary, tied to RSU tax withholding.

The Form 4 discloses three sell-to-cover transactions executed on 09/30/2025 that together disposed of 8,363 shares. The filing explicitly states these sales were mandated to satisfy statutory tax withholding and not discretionary sales by the CFO.

This matters for governance because mandated sell-to-cover activity typically reflects routine compensation settlement rather than a voluntary decision to liquidate holdings, reducing the likelihood that the transactions signal a change in insider sentiment.

Equity Compensation Analyst

RSU vesting triggered weighted-average sales around $100 per share.

The reported weighted-average prices ranged from $99.1795 to $101.0708, indicating the sell-to-cover proceeds were executed across multiple trades. The footnotes confirm portions of the shares originated as RSUs.

For investors tracking dilution or insider holdings, note the reporting person still holds 137,653 Class A shares after the transactions; the filing does not disclose any option/derivative activity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Viggiano Aidan

(Last) (First) (Middle)

101 SPEAR STREET, FIFTH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TWILIO INC [ TWLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/30/2025		S		1,052(1)	D	$99.1795(2)	144,964(3)	D
Class A Common Stock	09/30/2025		S		3,294(1)	D	$100.4469(4)	141,670(3)	D
Class A Common Stock	09/30/2025		S		4,017(1)	D	$101.0708(5)	137,653(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs"). This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.59 to $99.57 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.73 to $100.71 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.74 to $101.72 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Juliana Chen as attorney-in-fact for Reporting Person	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did TWLO CFO Aidan Viggiano report on Form 4?

The Form 4 reports mandated sell-to-cover transactions related to vested RSUs executed on 09/30/2025, disposing of 8,363 Class A shares.

How many shares did the reporting person sell and at what prices?

Three disposals totaling 8,363 shares were reported at weighted-average prices of $99.1795, $100.4469, and $101.0708.

Did the Form 4 indicate these were discretionary sales?

No. The filing states the sales were required by the issuer's equity plan to satisfy statutory tax withholding and were not discretionary.

How many TWLO shares does the reporting person own after the transactions?

After the reported transactions the reporting person beneficially owned 137,653 Class A shares.

Were any derivative securities reported on this Form 4?

No derivative securities or option exercises are reported; Table II contains no entries for derivatives.