Twilio insider filing: 780 RSUs vested; Sachem Head 3.295M Class A stake detailed

Rhea-AI Filing Summary

Twilio Inc. (TWLO) Form 4 discloses that Andrew J. Stafman received 780 restricted stock units (RSUs) that vested immediately on 09/15/2025, each representing the right to one share of Class A common stock and reported at a $0 price. After the reported transaction, Mr. Stafman directly beneficially owned 12,163 shares (all RSUs, including 2,118 deferred RSUs). The filing is joint with Sachem Head entities and Scott D. Ferguson, which together report 3,295,000 Class A shares as indirectly owned by Sachem Head funds prior to the RSU grant. The filing explains that Mr. Stafman transferred all rights in the newly received RSUs to Sachem Head for no consideration.

Positive

• Immediate vesting of 780 RSUs provides clarity on the timing of the director's grant
• Detailed disclosure of relationships and fund ownership (3,295,000 shares) enhances transparency

Negative

• None.

Insights

Securities/Insider Compliance Analyst

TL;DR: Immediate vesting of 780 RSUs and a transfer of rights to Sachem Head are reported; large prior fund holdings are disclosed.

The Form 4 clearly documents an immediate grant-and-vest of 780 RSUs to a director, recorded at $0, with the reporting person disclaiming direct beneficial ownership after transferring rights to Sachem Head. From a compliance perspective, the filing includes necessary joint reporting and explanatory footnotes describing relationships among reporting persons and fund ownership. The disclosure of 3,295,000 indirectly held Class A shares by Sachem Head funds is material to ownership concentration and control analysis.

Corporate Governance / Investor Relations Specialist

TL;DR: Director received vested RSUs and assigned them to the investment adviser; large fund stake reiterated.

The filing reiterates that a board member who is also a partner at the activist investor Sachem Head received RSUs that vested immediately and were assigned to the adviser. The statement of transfer for no consideration and the detailed footnotes explaining fund structure and beneficial ownership provide clear governance transparency. This helps investors understand director affiliations and concentrated insider/fund positions.

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

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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^*

Stafman Andrew

(Last) (First) (Middle)

250 WEST 55TH STREET, FLOOR 34

(Street)

NEW YORK NY 10019

(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)

	Form filed by One Reporting Person
X	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		780(1)	A	$0	12,163(2)	D(3)(4)(5)
Class A Common Stock								3,295,000(6)	I	See footnotes(3)(4)(7)(8)

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

1. Name and Address of Reporting Person^*

Stafman Andrew

(Last) (First) (Middle)

250 WEST 55TH STREET, FLOOR 34

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% 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, FLOOR 34

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Footnotes

1. Name and Address of Reporting Person^*

Sachem Head Capital Management LP

(Last) (First) (Middle)

250 WEST 55TH STREET, FLOOR 34

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (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 NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (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 NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Footnotes

Explanation of Responses:

1. The shares reported in this transaction represent Restricted Stock Units ("RSUs") granted by Twilio Inc. (the "Issuer") to Andrew J. Stafman. 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. Of these shares, all 12,163 shares represent RSUs. Includes 2,118 RSUs that have been deferred by the Reporting Person.

3. 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.

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.

6. Of these shares, all 3,295,000 of these shares represent the Issuer's Class A common stock owned by the Sachem Head Funds (as defined below) prior to the Issuer's grant of any RSUs to Andrew J. Stafman.

7. Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM"), and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH and SHM, 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.

8. 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.

	/s/ Michael D. Adamski, as Attorney-in-Fact for Andrew J. Stafman	09/17/2025
	/s/ Michael D. Adamski, as Attorney-in-Fact for Scott D. Ferguson	09/17/2025
	/s/ Michael D. Adamski, as General Counsel of Sachem Head Capital Management LP	09/17/2025
	/s/ Michael D. Adamski, as General Counsel of Uncas GP LLC	09/17/2025
	/s/ Michael D. Adamski, as General Counsel of Sachem Head GP LLC	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).
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FAQ

What did Andrew J. Stafman receive according to the Form 4 for TWLO?

He received 780 restricted stock units (RSUs) that vested immediately on 09/15/2025, each convertible into one share of Class A common stock.

How many TWLO shares are reported as indirectly owned by Sachem Head funds?

The filing reports 3,295,000 Class A shares as indirectly owned by the Sachem Head Funds prior to the RSU grant.

Did Mr. Stafman retain the vested RSUs?

No. Pursuant to an arrangement, Mr. Stafman granted all rights, title, and interest in the Subject Securities to Sachem Head for no consideration upon receipt.

Are there joint filers on this Form 4 for TWLO?

Yes. The Form 4 is filed jointly by Andrew J. Stafman, Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson.

How many shares did Mr. Stafman beneficially own after the transaction?

The Form reports Mr. Stafman as beneficially owning 12,163 shares following the transaction, all of which are RSUs (including 2,118 deferred RSUs).