Sachem Head funds trim Twilio (TWLO) stake with 675K-share sale

Rhea-AI Filing Summary

TWILIO INC director-by-deputization Andrew J. Stafman and affiliated Sachem Head entities reported a large insider sale of Class A Common Stock. Sachem Head–related funds sold 675,000 shares in an open-market transaction at $193.54 per share, leaving 1,620,000 shares indirectly owned as of the reported date and 13,492 shares held directly.

The securities are directly owned by affiliated Sachem Head funds, while Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, Scott D. Ferguson, and Mr. Stafman may be deemed beneficial owners through advisory and general partner roles. Each reporting person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest.

Insights

Insider transactions analyst

Large open-market sale by Sachem Head–related holders, with significant remaining Twilio stake.

The filing shows Sachem Head–affiliated funds sold 675,000 shares of TWILIO INC Class A Common Stock at $193.54 per share in an open-market transaction. This is a sizable single trade and is reported as an indirect holding for the group of reporting persons.

After the sale, indirect holdings stand at 1,620,000 shares, while Andrew J. Stafman also has 13,492 shares directly reported. Footnotes explain that investment-adviser and general-partner entities, plus Scott D. Ferguson, may be deemed beneficial owners but all disclaim beneficial ownership beyond their pecuniary interest. The transaction therefore reflects portfolio activity by Sachem Head–managed funds rather than a personal trade by Stafman alone.

Insider Trade Summary

Net Seller: 675,000 shares ($130,639,500)

Net Sell 2 txns

Insider Stafman Andrew, Ferguson Scott D., Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC

Role null | null | null | null | null

Sold 675,000 shs ($130.64M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	675,000	$193.54	$130.64M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,620,000 shares (Indirect, See footnotes); Class A Common Stock — 13,492 shares (Direct, null)

Footnotes (1)

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. 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. 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. 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. 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.

Key Figures

Shares sold: 675,000 shares Sale price per share: $193.54 per share Indirect shares after sale: 1,620,000 shares +1 more

4 metrics

Shares sold 675,000 shares Class A Common Stock open-market sale

Sale price per share $193.54 per share Open-market sale of 675,000 shares

Indirect shares after sale 1,620,000 shares Indirect holdings following transaction

Direct shares held by Andrew J. Stafman 13,492 shares Holding entry as of transaction date

Key Terms

beneficial owner, pecuniary interest, investment adviser, general partner, +1 more

5 terms

beneficial owner financial

"may be deemed to be the beneficial owner of certain of the securities reported"

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 therein"

investment adviser financial

"Sachem Head, as the investment adviser to the Sachem Head 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, 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.

deputization financial

"may be deemed directors of the Issuer by deputization"

Form 4 Insider Transactions: What Each Field Means →

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
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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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

	Form filed by One Reporting Person
X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/12/2026		S		675,000	D	$193.54	1,620,000	I	See footnotes(1)(2)(3)(4)
Class A Common Stock								13,492	D(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)
				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 NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (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. Stafman	05/12/2026
	/s/ Michael D. Adamski, as Attorney-in-Fact for Scott D. Ferguson	05/12/2026
	/s/ Michael D. Adamski, as General Counsel of Sachem Head Capital Management LP	05/12/2026
	/s/ Michael D. Adamski, as General Counsel of Uncas GP LLC	05/12/2026
	/s/ Michael D. Adamski, as General Counsel of Sachem Head GP LLC	05/12/2026
	** 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).
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)

FAQ

How many Twilio (TWLO) shares did Sachem Head–related holders sell in this Form 4?

They sold 675,000 shares of Twilio Class A Common Stock. The transaction was reported as an open-market sale at a price of $193.54 per share, executed by Sachem Head–managed funds and attributed as an indirect holding for the reporting group.

What sale price is reported for the Twilio (TWLO) shares in this Form 4?

The reported sale price is $193.54 per Twilio Class A share. This price applies to 675,000 shares sold in an open-market transaction, as disclosed in the Form 4 insider filing by the Sachem Head–related reporting persons.

How many Twilio (TWLO) shares remain held indirectly after the reported sale?

After the transaction, 1,620,000 Twilio Class A shares are reported as indirectly owned. These shares are held by Sachem Head–managed funds, with investment-adviser and general-partner entities potentially deemed beneficial owners, subject to their pecuniary interest disclaimers.

Does Andrew J. Stafman personally hold Twilio (TWLO) shares after this filing?

Yes. The Form 4 shows Andrew J. Stafman directly holding 13,492 Twilio Class A shares. Separately, a larger position of 1,620,000 shares is reported as indirectly owned through Sachem Head–managed funds and related entities, with beneficial ownership disclaimed except for pecuniary interest.

Who are the reporting persons in the Twilio (TWLO) Form 4 linked to this sale?

Reporting persons include Andrew J. Stafman, Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson. They may be deemed beneficial owners of the reported shares through advisory and general-partner roles but disclaim beneficial ownership beyond pecuniary interests.