Twilio (TWLO) CEO & director sells shares to cover RSU taxes

Rhea-AI Filing Summary

Twilio Inc.’s Chief Executive Officer and director reported an automatic sale of company stock tied to tax withholding. On 12/31/2025, the insider sold 13,266 shares of Twilio Class A common stock at a weighted average price of $143.3701 per share. The filing explains that the shares were sold to cover statutory tax withholding obligations upon the vesting of Restricted Stock Units (RSUs), as required by Twilio’s equity incentive plans, and that the transaction was not a discretionary sale.

The shares were sold in multiple trades at prices ranging from $142.74 to $143.73 per share. After this transaction, the reporting person beneficially owned 207,117 shares of Class A common stock, a portion of which consists of RSUs, with each RSU representing a contingent right to receive one share of Twilio’s Class A common stock.

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^*

Shipchandler Khozema

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		S		13,266(1)	D	$143.3701(2)	207,117(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 $142.74 to $143.73 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	01/05/2026
	** 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.

FAQ

What insider transaction did TWLO report in this Form 4?

The Chief Executive Officer and director of Twilio Inc. (TWLO) reported selling 13,266 shares of Class A common stock on 12/31/2025.

At what price were the Twilio (TWLO) shares sold in this insider transaction?

The shares were sold at a weighted average price of $143.3701 per share, in multiple trades at prices ranging from $142.74 to $143.73 per share.

Why did the Twilio insider sell 13,266 shares?

The filing states the 13,266 shares were sold to cover statutory tax withholding obligations related to the vesting of Restricted Stock Units (RSUs) under Twilio’s equity incentive plans, and that this was a mandated sell-to-cover transaction rather than a discretionary sale.

How many Twilio (TWLO) shares does the insider own after this transaction?

After the reported sale, the insider beneficially owned 207,117 shares of Twilio Class A common stock.

What portion of the insider’s holdings in TWLO consists of RSUs?

The filing notes that a portion of the 207,117 shares represents Restricted Stock Units (RSUs), with each RSU corresponding to a contingent right to receive one share of Twilio’s Class A common stock.

What are RSUs in the context of Twilio’s equity awards?

The filing explains that each RSU (Restricted Stock Unit) represents a contingent right to receive one share of Twilio’s Class A common stock, typically upon vesting and satisfaction of applicable conditions.