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  4. [Form 4] TWILIO INC Insider Trading Activity

Sachem Head entities trim Twilio (NYSE: TWLO) stake with 1M-share sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

TWILIO INC director-affiliated entities reported a large share sale. Investment entities associated with Andrew J. Stafman and Sachem Head sold 1,000,000 shares of Class A Common Stock in an open-market transaction at $184.14 per share. After this sale, they report 620,000 shares held indirectly and 13,492 shares held directly.

Positive

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Negative

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Insights

Affiliates of Sachem Head reported selling 1,000,000 Twilio shares while retaining a sizable stake.

The filing shows a 1,000,000-share open-market sale of TWILIO INC Class A Common Stock at $184.14 per share. The transaction is reported as an indirect sale tied to funds advised by Sachem Head Capital Management LP, not as a direct personal trade by Andrew J. Stafman.

Following the sale, the reporting parties show 620,000 shares held indirectly through Sachem Head funds and 13,492 shares held directly. Footnotes state each reporting person disclaims beneficial ownership beyond any pecuniary interest, so economic exposure is shared among the affiliated funds and entities. Subsequent filings may provide further updates on this position.

Insider Stafman Andrew, Ferguson Scott D., Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC
Role Director | Insider | Insider | Insider | Insider
Sold 1,000,000 shs ($184.14M)
Type Security Shares Price Value
Sale Class A Common Stock 1,000,000 $184.14 $184.14M
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 620,000 shares (Indirect, See footnotes); Class A Common Stock — 13,492 shares (Direct)
Footnotes (5)
  1. F1. In addition to Andrew J. Stafman, this Form 4 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), Sachem Head GP LLC ("Sachem Head GP"), and Scott D. Ferguson, a citizen of the United States (Mr. Ferguson and, together with Sachem Head, SH Management, Sachem GP, and Mr. Stafman, the "Reporting Persons"). Each of the Reporting Persons has the same business address as Mr. Stafman and may be deemed to be the beneficial owner of certain of the securities reported on this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
  2. F2. Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM"), and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH and SHM, the "Sachem Head Funds"). Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott D. Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own the securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM.
  3. F3. The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.
  4. F4. Andrew J. Stafman is a partner at Sachem Head and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Stafman may be deemed directors of the Issuer by deputization.
  5. F5. Pursuant to an arrangement between Andrew J. Stafman and Sachem Head, upon receipt of the Subject Securities, Andrew J. Stafman granted all right, title, interest, claims, and any other ownership interests in such Subject Securities to Sachem Head for no consideration.
Shares sold 1,000,000 shares Open-market sale of Class A Common Stock
Sale price $184.14 per share Price for 1,000,000-share sale
Indirect holdings after sale 620,000 shares Class A Common Stock held indirectly after transaction
Direct holdings after update 13,492 shares Directly held Class A Common Stock as of transaction date
Net share direction -1,000,000 shares Net buy/sell shares reported as net-sell
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
beneficial owner financial
"may be deemed to be the beneficial owner of certain of the securities"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest"
investment adviser financial
"Sachem Head is to serve as investment advisor to certain affiliated funds"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
general partner financial
"SH Management is to serve as the sole general partner of Sachem Head"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did TWILIO INC (TWLO) report on this Form 4?
TWILIO INC reported an insider-related open-market sale of 1,000,000 shares of Class A Common Stock at $184.14 per share. The sale was reported as an indirect transaction by entities affiliated with Sachem Head Capital Management rather than a direct personal trade.

Who are the reporting persons on the TWLO Form 4 insider transaction?
The reporting persons are Andrew J. Stafman, Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson. Footnotes describe them collectively as the “Reporting Persons” and explain their relationships and roles within the Sachem Head investment structure.

How many TWLO shares do the reporting persons hold after the reported sale?
After the 1,000,000-share sale, the reporting persons show 620,000 shares of Twilio Class A Common Stock held indirectly and 13,492 shares held directly. These amounts reflect positions following the reported transactions in the Form 4 filing for TWLO.

Is the TWLO insider sale attributed personally to Andrew J. Stafman?
The Form 4 indicates the 1,000,000-share sale is an indirect transaction linked to Sachem Head funds, not a direct personal sale. Footnotes state each reporting person disclaims beneficial ownership of the subject securities except to the extent of any pecuniary interest.

What price did the reporting entities receive for the sold TWLO shares?
The 1,000,000 Twilio Class A Common Stock shares were sold at $184.14 per share. This price is disclosed as the transaction price per share for the open-market sale reported by the entities associated with Sachem Head Capital Management on the Form 4.

How are Sachem Head funds connected to the TWLO shares in this Form 4?
Footnotes explain that the securities are directly owned by certain Sachem Head funds, including Sachem Head LP, Sachem Head Master LP, and SH Stony Creek Master Ltd., with Sachem Head and related general partner entities deemed to beneficially own those shares as investment adviser and general partners.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Stafman Andrew
(Last)(First)(Middle)
250 WEST 55TH STREET, FLOOR 34
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TWILIO INC [ TWLO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/27/2026S1,000,000D$184.14620,000ISee footnotes(1)(2)(3)(4)
Class A Common Stock13,492D(1)(4)(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Stafman Andrew
(Last)(First)(Middle)
250 WEST 55TH STREET, FLOOR 34
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Ferguson Scott D.
(Last)(First)(Middle)
250 WEST 55TH STREET, 34TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
See Footnotes
1. Name and Address of Reporting Person*
Sachem Head Capital Management LP
(Last)(First)(Middle)
250 WEST 55TH STREET, 34TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
See Footnotes
1. Name and Address of Reporting Person*
Uncas GP LLC
(Last)(First)(Middle)
250 WEST 55TH STREET, FLOOR 34
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
See Footnotes
1. Name and Address of Reporting Person*
Sachem Head GP LLC
(Last)(First)(Middle)
250 WEST 55TH STREET, FLOOR 34
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
See Footnotes
Explanation of Responses:
1. In addition to Andrew J. Stafman, this Form 4 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), Sachem Head GP LLC ("Sachem Head GP"), and Scott D. Ferguson, a citizen of the United States (Mr. Ferguson and, together with Sachem Head, SH Management, Sachem GP, and Mr. Stafman, the "Reporting Persons"). Each of the Reporting Persons has the same business address as Mr. Stafman and may be deemed to be the beneficial owner of certain of the securities reported on this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
2. Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM"), and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH and SHM, the "Sachem Head Funds"). Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott D. Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own the securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM.
3. The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.
4. Andrew J. Stafman is a partner at Sachem Head and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Stafman may be deemed directors of the Issuer by deputization.
5. Pursuant to an arrangement between Andrew J. Stafman and Sachem Head, upon receipt of the Subject Securities, Andrew J. Stafman granted all right, title, interest, claims, and any other ownership interests in such Subject Securities to Sachem Head for no consideration.
/s/ Michael D. Adamski, as Attorney-in-Fact for Andrew J. Stafman05/27/2026
/s/ Michael D. Adamski, as Attorney-in-Fact for Scott D. Ferguson05/27/2026
/s/ Michael D. Adamski, as General Counsel of Sachem Head Capital Management LP05/27/2026
/s/ Michael D. Adamski, as General Counsel of Uncas GP LLC05/27/2026
/s/ Michael D. Adamski, as General Counsel of Sachem Head GP LLC05/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR