Twilio CEO sells 13,898 shares to cover vesting taxes

The transactions funded minimum statutory tax withholding tied to RSU vesting under Twilio's equity incentive plans.

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Rhea-AI Filing Summary

Twilio Inc. (TWLO) Chief Executive Officer and director Khozema Shipchandler reported 13,898 Class A shares sold on September 30, 2026 in seven transactions. The reported weighted-average prices, matched to share amounts, were 260 shares at $289.9783, 1,060 at $291.1549, 1,450 at $292.1014, 2,330 at $293.4436, 5,168 at $294.5519, 2,670 at $295.5647 and 960 at $296.2934 per share.

The sell-to-cover transactions funded minimum statutory tax withholding tied to RSU vesting. The issuer’s equity incentive plans required them, and they were not discretionary sales by Shipchandler. No Rule 10b5-1 plan is reported.

Insights

Analyzing...

Insider Trade Summary

Net Seller: 13,898 shares

Net Sell 7 txns

Insider Shipchandler Khozema

Role Chief Executive Officer

Sold 13,898 shs ($4.09M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock ^{F1, F2, F3}	260	$289.9783	$75K
Sale	Class A Common Stock ^{F1, F4, F3}	1,060	$291.1549	$309K
Sale	Class A Common Stock ^{F1, F5, F3}	1,450	$292.1014	$424K
Sale	Class A Common Stock ^{F1, F6, F3}	2,330	$293.4436	$684K
Sale	Class A Common Stock ^{F1, F7, F3}	5,168	$294.5519	$1.52M
Sale	Class A Common Stock ^{F1, F8, F3}	2,670	$295.5647	$789K
Sale	Class A Common Stock ^{F1, F9, F3}	960	$296.2934	$284K

Holdings After Transaction: Class A Common Stock — 193,305 shares (Direct)

Footnotes (9)

F1. 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.
F2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.305 to $290.25 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.
F3. A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
F4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.665 to $291.60 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.
F5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.755 to $292.62 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.
F6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.03 to $294.02 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.
F7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.03 to $295.005 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.
F8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.04 to $295.995 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.
F9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.06 to $296.57 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.

Key Figures

Class A shares sold / weighted-average price: 260 shares at $289.9783 per share Class A shares sold / weighted-average price: 1,060 shares at $291.1549 per share Class A shares sold / weighted-average price: 1,450 shares at $292.1014 per share +4 more

7 metrics

Class A shares sold / weighted-average price 260 shares at $289.9783 per share September 30, 2026; sell-to-cover transaction

Class A shares sold / weighted-average price 1,060 shares at $291.1549 per share September 30, 2026; sell-to-cover transaction

Class A shares sold / weighted-average price 1,450 shares at $292.1014 per share September 30, 2026; sell-to-cover transaction

Class A shares sold / weighted-average price 2,330 shares at $293.4436 per share September 30, 2026; sell-to-cover transaction

Class A shares sold / weighted-average price 5,168 shares at $294.5519 per share September 30, 2026; sell-to-cover transaction

Class A shares sold / weighted-average price 2,670 shares at $295.5647 per share September 30, 2026; sell-to-cover transaction

Class A shares sold / weighted-average price 960 shares at $296.2934 per share September 30, 2026; sell-to-cover transaction

Key Terms

sell-to-cover, Restricted Stock Units, weighted average price, statutory tax withholding obligations

4 terms

sell-to-cover financial

"funded by a "sell-to-cover" transaction"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

Restricted Stock Units financial

"vesting of Restricted Stock Units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average price financial

"reported price in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

statutory tax withholding obligations financial

"cover the statutory tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the execution price ranges for TWLO's September 30, 2026 sell-to-cover transactions?

The seven tranches were 260 shares at $289.305–$290.25; 1,060 at $290.665–$291.60; 1,450 at $291.755–$292.62; 2,330 at $293.03–$294.02; 5,168 at $294.03–$295.005; 2,670 at $295.04–$295.995; and 960 at $296.06–$296.57 per share. Each range is inclusive.

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

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Available on EDGAR 10/02/2026 - 04:05 PM Accepted by SEC EDGAR 10/02/2026 - 04:04 PM

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^*

Shipchandler Khozema

(Last)

(First)

(Middle)

101 SPEAR STREET, FIFTH FLOOR

(Street)

SAN FRANCISCO

CALIFORNIA

94105

(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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/30/2026		S		260⁽¹⁾	D	$289.9783⁽²⁾	206,943⁽³⁾	D
Class A Common Stock	09/30/2026		S		1,060⁽¹⁾	D	$291.1549⁽⁴⁾	205,883⁽³⁾	D
Class A Common Stock	09/30/2026		S		1,450⁽¹⁾	D	$292.1014⁽⁵⁾	204,433⁽³⁾	D
Class A Common Stock	09/30/2026		S		2,330⁽¹⁾	D	$293.4436⁽⁶⁾	202,103⁽³⁾	D
Class A Common Stock	09/30/2026		S		5,168⁽¹⁾	D	$294.5519⁽⁷⁾	196,935⁽³⁾	D
Class A Common Stock	09/30/2026		S		2,670⁽¹⁾	D	$295.5647⁽⁸⁾	194,265⁽³⁾	D
Class A Common Stock	09/30/2026		S		960⁽¹⁾	D	$296.2934⁽⁹⁾	193,305⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $289.305 to $290.25 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 the Issuer's Class A common stock.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.665 to $291.60 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.755 to $292.62 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.03 to $294.02 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.03 to $295.005 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.04 to $295.995 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.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.06 to $296.57 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.

Remarks:

	/s/ Juliana Chen as attorney-in-fact for Reporting Person	10/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR