Sell-to-cover: Twilio CFO disposes 7,964 shares at $124.33 avg price

Rhea-AI Filing Summary

Twilio Inc. (TWLO) Form 4 filing dated 07/02/2025 details a single insider transaction by Chief Financial Officer Aidan Viggiano. On 06/30/2025 the CFO executed a mandated “sell-to-cover” transaction related to the vesting of Restricted Stock Units (RSUs).

• Securities sold: 7,964 Class A common shares
• Weighted-average sale price: $124.3266 per share (individual trades ranged from $124.2001 to $124.76)
• Purpose: Satisfy minimum statutory tax-withholding obligations; not a discretionary sale
• Post-transaction beneficial ownership: 156,120 shares (includes unvested RSUs)

The filing indicates that the officer remains a significant shareholder and that the disposition was mechanically required under Twilio’s equity incentive plan rather than reflecting a change in personal or corporate outlook. No derivative securities were involved. The disclosure is routine and does not suggest operational or financial changes at the company level.

Positive

• Sale is explicitly identified as a mandatory sell-to-cover, indicating no discretionary divestiture by the CFO.
• CFO retains 156,120 shares, maintaining substantial equity alignment with shareholders.

Negative

• Insider sale of 7,964 shares may still be perceived negatively by some investors despite its tax-withholding purpose.

Insights

Securities Analyst

TL;DR: Routine sell-to-cover; minimal market impact.

The 7,964-share sale equals a small fraction of the CFO’s total holdings and was executed solely to cover withholding taxes on RSU vesting. Because the disposition is nondiscretionary, it provides limited insight into management’s view of valuation. The officer’s remaining stake of 156,120 shares signals continued alignment with shareholders. I view the filing as informational rather than actionable.

Corporate Governance Expert

TL;DR: Compliance-driven trade; governance practices intact.

The transaction demonstrates adherence to Twilio’s equity plan rules and SEC reporting timelines. The weighted-average price disclosure and offer to furnish trade-level data enhance transparency. No 10b5-1 plan is cited, but the mandated nature mitigates policy concerns. Overall governance signal is neutral.

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)
06/30/2025

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	06/30/2025		S		7,964(1)	D	$124.3266(2)	156,120(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 $124.2001 to $124.76 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.

Remarks:

	/s/ Juliana Chen as attorney-in-fact for Reporting Person	07/02/2025
	** 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).
** 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

How many Twilio (TWLO) shares did the CFO sell?

Aidan Viggiano sold 7,964 Class A common shares.

What was the average sale price reported in the Form 4?

The weighted-average price was $124.3266 per share.

Why were the shares sold by Twilio's CFO?

The disposition was a sell-to-cover transaction to meet statutory tax-withholding obligations on RSU vesting.

How many shares does the CFO own after the transaction?

Post-sale, the CFO beneficially owns 156,120 shares (including RSUs).

When did the transaction occur?

The sale took place on 06/30/2025 and was reported on 07/02/2025.