TWLO Insider Filing: 763 RSUs Vest for Director; Shares Moved to Family Trust

Rhea-AI Filing Summary

TWILIO INC (TWLO) Form 4: Reporting person Donna Dubinsky, identified as a director, reported multiple transactions in Class A common stock tied to Restricted Stock Units (RSUs). On 09/15/2025 the filing shows RSUs granted and vested immediately, representing the contingent right to receive one share per RSU. A total of 763 RSUs were acquired by the reporting person at $0, while 763 shares were disposed of and 763 shares were contributed to a trust. Additionally, 24,733 shares are reported as indirectly owned by the Shustek-Dubinsky Family Trust, with the reporting person serving as trustee alongside Leonard Shustek. The form was submitted under power of attorney.

Positive

• RSUs vested immediately, converting to Class A common stock at no cash cost to the reporting person, increasing director equity alignment with shareholders
• Clear disclosure of indirect ownership through the Shustek-Dubinsky Family Trust with trustees identified, supporting transparency

Negative

• No material negative items disclosed in this Form 4; transactions are routine compensation and trust transfers

Insights

Financial Analyst

TL;DR: Director received vested RSUs, made trust contributions, and holds material indirect ownership via family trust.

The report documents immediate vesting of RSUs that convert to Class A common stock at no cash cost to the reporting person, increasing her immediate equity exposure while simultaneously shifting shares into a family trust. The net effect on total beneficial ownership is neutral in aggregate for public float, but the movement into an affiliated trust consolidates indirect ownership under trusteeship, which is relevant for shareholder composition. No cash proceeds or option exercises were reported.

Corporate Governance Expert

TL;DR: Director compensation awarded as RSUs and partially allocated to a family trust; governance implications are routine.

Vesting of RSUs to a director is a common compensation mechanism aligning executives and directors with long-term shareholder value. The transfer of shares into the Shustek-Dubinsky Family Trust, where the reporting person is a trustee, indicates estate or succession planning rather than third-party disposition. The filing shows proper disclosure of indirect ownership and use of an attorney-in-fact signature, consistent with reporting practices.

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^*

Dubinsky Donna

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A		763(1)	A	$0	763(2)	D
Class A Common Stock	09/15/2025		G(3)		763	D	$0	0	D
Class A Common Stock	09/15/2025		G(4)		763	A	$0	24,733(2)	I	Shustek-Dubinsky Family Trust(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

Explanation of Responses:

1. The shares reported in this transaction represent Restricted Stock Units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs vested immediately on the date of grant.

2. Includes RSUs that have been deferred by the Reporting Person.

3. Represents shares that were contributed by the Reporting Person to the Reporting Person's trust.

4. Represents the shares received by the Reporting Person's trust.

5. Leonard Shustek & Donna Dubinsky, Trustees, Shustek-Dubinsky Family Trust Dated 8/1/04.

Remarks:

	/s/ Juliana Chen as attorney-in-fact for Reporting Person	09/17/2025
	** 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

What transactions did TWLO director Donna Dubinsky report?

The Form 4 reports immediate vesting of RSUs on 09/15/2025, acquisition of 763 RSUs (converted to shares), disposition of 763 shares, and contribution of shares to a family trust.

How many shares does the Shustek-Dubinsky Family Trust beneficially own according to this filing?

The filing reports 24,733 shares as indirectly owned by the Shustek-Dubinsky Family Trust.

Were any cash purchases or sales reported in these transactions for TWLO?

No cash price was reported; the RSUs vested at $0 and transactions were related to grant vesting and trust transfers.

What is the relationship of the reporting person to TWLO?

Donna Dubinsky is disclosed as a Director of TWILIO INC in the Form 4.

Was the Form 4 signed directly by the reporting person?

The signature block shows the filing was executed by an attorney-in-fact, signed by Juliana Chen on behalf of the reporting person.