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Twilio (TWLO) stake trimmed as Sachem Head-linked funds sell 500K shares

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

Rhea-AI Filing Summary

Entities associated with Sachem Head Capital Management LP reported selling 500,000 shares of Twilio Inc. Class A common stock at $247.08 per share. After this sale, they report 120,000 shares held indirectly, while director Andrew J. Stafman reports 13,492 shares held directly. The reporting persons state they may be deemed beneficial owners of these securities but disclaim beneficial ownership except to the extent of any pecuniary interest.

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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 500,000 shs ($123.54M)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2, F3, F4 500,000 $247.08 $123.54M
holding Class A Common Stock F1, F4, F5 -- -- --
Holdings After Transaction: Class A Common Stock — 120,000 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") and Sachem Head Master LP ("SHM" and, together with SH, 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 500,000 shares Class A Common Stock sold indirectly on 2026-08-12
Sale price $247.08 per share Reported transaction price for the 500,000-share sale
Indirect holdings after sale 120,000 shares Class A Common Stock held indirectly following the disposition
Direct holdings after transaction 13,492 shares Class A Common Stock held directly by Andrew J. Stafman
beneficial owner regulatory
"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 adviser 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.
directors by deputization regulatory
"Reporting Persons other than Mr. Stafman may be deemed directors of the Issuer by deputization"

FAQ

What insider transaction did TWILIO INC (TWLO) report in this Form 4?
TWILIO INC reported that entities associated with Sachem Head Capital Management LP sold 500,000 shares of its Class A common stock. The sale was reported as an indirect ownership transaction on behalf of multiple related reporting persons.

At what price were the 500,000 TWLO shares sold in this filing?
The reported sale of 500,000 TWLO shares was executed at a price of $247.08 per share. This price is disclosed as a per-share transaction price for the Class A common stock disposition on the stated transaction date.

How many TWLO shares do the reporting entities hold after this transaction?
Following the reported sale, the related entities show 120,000 shares of TWLO Class A common stock held indirectly. Separately, director Andrew J. Stafman is shown with 13,492 shares held directly after the transaction date.

Who are the reporting persons in the TWLO Form 4 linked to this sale?
The reporting persons are Andrew J. Stafman, Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson. Footnotes state they may be deemed beneficial owners of certain securities but disclaim beneficial ownership beyond any pecuniary interest.

Is the 500,000-share TWLO sale under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan. The footnotes do not describe this sale as executed pursuant to a pre-arranged Rule 10b5-1 trading arrangement for the reporting persons.

What is the relationship between Andrew J. Stafman and Sachem Head in this TWLO filing?
Footnotes state that Andrew J. Stafman is a partner at Sachem Head and serves on Twilio’s board. Other reporting persons may be deemed directors by deputization, and an arrangement grants Sachem Head ownership interests in certain securities received by Mr. Stafman.

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

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Form 4 Insider Transactions: What Each Field Means →
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)
08/12/2026		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 Stock08/12/2026S500,000D$247.08120,000ISee 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") and Sachem Head Master LP ("SHM" and, together with SH, 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. Stafman08/12/2026
/s/ Michael D. Adamski, as Attorney-in-Fact for Scott D. Ferguson08/12/2026
/s/ Michael D. Adamski, as General Counsel of Sachem Head Capital Management LP08/12/2026
/s/ Michael D. Adamski, as General Counsel of Uncas GP LLC08/12/2026
/s/ Michael D. Adamski, as General Counsel of Sachem Head GP LLC08/12/2026
** 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