Twilio Form 4: CFO Aidan Viggiano Sells Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Twilio Inc. insider sale by CFO to satisfy tax withholding on vested RSUs. The filing shows Aidan Viggiano, identified as an officer (Chief Financial Officer), reported three non-discretionary sales on 08/15/2025 associated with RSU vesting. The transactions were a sell-to-cover: 501 shares at a weighted average price of $104.9565 (sales ranged $104.4850–$105.45), 1,100 shares at $106.1723 (range $105.78–$106.75), and 206 shares at $107.0889 (range $107.02–$107.12). After these mandated withholdings, the reporting person beneficially owned 146,016 shares of Class A common stock. The form was signed by an attorney-in-fact on behalf of the reporting person on 08/19/2025.

Positive

• Clear disclosure of sell‑to‑cover transactions with weighted average prices and transaction ranges
• Compliance with Section 16 filing requirements and willingness to provide detailed execution data on request
• Reporting person retains material ownership (146,016 shares after the transactions), indicating continued stake in the company

Negative

• Insider sales reported (total 1,807 shares sold), although disclosed as tax‑related sell‑to‑cover transactions

Insights

Securities Compliance Analyst

TL;DR: Routine, non‑discretionary sell‑to‑cover transactions to satisfy tax withholdings; no discretionary trading disclosed.

The Form 4 discloses mandated sales tied to RSU vesting rather than voluntary liquidation. Footnotes clearly state the sales were effected to cover statutory tax obligations under the issuer's equity plans and provide weighted average prices and price ranges for the multiple executions. From a compliance perspective, the filing meets Section 16 disclosure requirements and provides willingness to furnish detailed execution breakdowns on request. There is no indication in the filing of additional derivative transactions or discretionary sales by the reporting person.

Corporate Governance Expert

TL;DR: Insider retained significant ownership after sell‑to‑cover; transactions appear administrative, not a signal of intent to exit.

The reporting person retained 146,016 shares of Class A common stock after the reported transactions, and the filing attributes the disposals to mandatory tax withholding on vested RSUs. The disclosure is specific about share counts and price ranges, which supports transparency. The filing does not disclose any new equity awards, option exercises, or other changes in control or compensation terms within this document.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
08/15/2025

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	08/15/2025		S		501(1)	D	$104.9565(2)	147,322(3)	D
Class A Common Stock	08/15/2025		S		1,100(1)	D	$106.1723(4)	146,222(3)	D
Class A Common Stock	08/15/2025		S		206(1)	D	$107.0889(5)	146,016(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 $104.4850 to $105.45 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 $105.78 to $106.75 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 $107.02 to $107.12 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	08/19/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 4 for TWLO and what is their role?

The Form 4 was filed for Aidan Viggiano, identified as an officer and the Chief Financial Officer of Twilio Inc.

What transactions are reported on the Form 4 for TWLO?

Three sales on 08/15/2025 totaling 1,807 shares sold as sell‑to‑cover transactions related to RSU vesting.

Why were the shares sold according to the filing?

The filing states the sales were mandated to satisfy statutory tax withholding obligations in connection with the vesting of Restricted Stock Units.

What prices were the shares sold at in the TWLO Form 4?

Weighted average prices reported were $104.9565, $106.1723, and $107.0889, with specified execution ranges for each sale in the footnotes.

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

Following the reported transactions, the reporting person beneficially owned 146,016 shares of Class A common stock.