Twilio (TWLO) director Stafman granted 688 RSUs; Sachem Head funds hold 2.3M shares

Rhea-AI Filing Summary

Stafman Andrew reported acquisition or exercise transactions in this Form 4 filing.

Twilio Inc. director Andrew J. Stafman received a grant of 688 Restricted Stock Units (RSUs) that vested immediately, each representing one share of Twilio Class A common stock. After this grant, he holds 13,492 RSUs, including 3,447 that have been deferred.

The filing is made jointly by Stafman and investment entities affiliated with Sachem Head Capital Management, which may be deemed beneficial owners of certain reported securities but each disclaims beneficial ownership except for any pecuniary interest. Sachem Head funds also directly own 2,295,000 shares of Twilio Class A common stock, separate from the RSU grant.

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).

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 NY 10019

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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

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

	Form filed by One Reporting Person
X	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	03/15/2026		A		688(1)	A	$0	13,492(2)	D(3)(4)(5)
Class A Common Stock								2,295,000(6)	I	See footnotes(3)(4)(7)(8)

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

1. Name and Address of Reporting Person^*

Stafman Andrew

(Last) (First) (Middle)

250 WEST 55TH STREET, FLOOR 34

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% 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 NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (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 NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (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 NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (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 NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Footnotes

Explanation of Responses:

1. The shares reported in this transaction represent Restricted Stock Units ("RSUs") granted by Twilio Inc. (the "Issuer") to Andrew J. Stafman. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs vested immediately on the date of grant.

2. Of these shares, all 13,492 shares represent RSUs. Includes 3,447 RSUs that have been deferred by the Reporting Person.

3. 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.

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.

6. Of these shares, all 2,295,000 of these shares represent the Issuer's Class A common stock owned by the Sachem Head Funds (as defined below) prior to the Issuer's grant of any RSUs to Andrew J. Stafman.

7. 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.

8. 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.

	/s/ Michael D. Adamski, as Attorney-in-Fact for Andrew J. Stafman	03/17/2026
	/s/ Michael D. Adamski, as Attorney-in-Fact for Scott D. Ferguson	03/17/2026
	/s/ Michael D. Adamski, as General Counsel of Sachem Head Capital Management LP	03/17/2026
	/s/ Michael D. Adamski, as General Counsel of Uncas GP LLC	03/17/2026
	/s/ Michael D. Adamski, as General Counsel of Sachem Head GP LLC	03/17/2026
	** 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).
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FAQ

What did the Twilio (TWLO) Form 4 report for Andrew J. Stafman?

The Form 4 shows Andrew J. Stafman received 688 Twilio RSUs that vested immediately. Following this grant, he holds 13,492 RSUs in total, including 3,447 RSUs that have been deferred under his arrangements.

Is Andrew J. Stafman’s Twilio (TWLO) Form 4 an open-market stock purchase or sale?

The Form 4 reports an RSU grant, not an open-market trade. Code A indicates a grant or award acquisition with a price of $0.00 per share, reflecting compensation rather than a discretionary market purchase or sale.

How many Twilio (TWLO) shares are associated with Sachem Head entities in this Form 4?

The filing states 2,295,000 Twilio Class A shares are owned by Sachem Head funds. Sachem Head and related entities may be deemed beneficial owners but each disclaims ownership except for any pecuniary interest described in the footnotes.

What is the relationship between Andrew J. Stafman and Sachem Head in the Twilio (TWLO) filing?

Andrew J. Stafman is a partner at Sachem Head and a Twilio director. The filing notes other reporting persons may be deemed directors by deputization and may be deemed beneficial owners of certain securities, subject to the stated disclaimers.

How are the 13,492 Twilio (TWLO) RSUs held by Andrew J. Stafman characterized?

All 13,492 units are RSUs representing Twilio Class A shares. The footnotes clarify this total includes 3,447 RSUs that Stafman has deferred, reflecting a mix of immediately vested and deferred compensation awards.

Do the reporting persons fully acknowledge beneficial ownership of Twilio (TWLO) shares?

No. The filing explains each reporting person may be deemed a beneficial owner of certain securities but disclaims beneficial ownership of any subject securities except to the extent of any pecuniary interest, as detailed in the footnotes.