Twilio (NYSE: TWLO) CEO sell-to-cover RSU tax sales total 12,624 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Twilio Inc. Chief Executive Officer Khozema Shipchandler reported mandatory sales of Class A common stock tied to tax withholding on vested Restricted Stock Units. On March 31, 2026, he sold a total of 12,624 shares in several open-market transactions at prices around $122–$125 per share.
According to the disclosure, these transactions were "sell-to-cover" sales required to satisfy minimum statutory tax withholding obligations under Twilio’s equity incentive plans, and are described as not discretionary. After these sales, Shipchandler directly owns 251,257 shares of Twilio Class A common stock, so he retains a substantial equity stake.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 12,624 shares ($1,550,337)
Net Sell
4 txns
Insider
Shipchandler Khozema
Role
Chief Executive Officer
Sold
12,624 shs ($1.55M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 5,893 | $122.3463 | $721K |
| Sale | Class A Common Stock | 4,781 | $122.9027 | $588K |
| Sale | Class A Common Stock | 1,850 | $123.9174 | $229K |
| Sale | Class A Common Stock | 100 | $125.055 | $13K |
Holdings After Transaction:
Class A Common Stock — 257,988 shares (Direct)
Footnotes (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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.595 to $122.585 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. 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.60 to $123.49 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.635 to $124.26 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
Total shares sold: 12,624 shares
First tranche sale price: $122.3463 per share
Second tranche sale price: $122.9027 per share
+3 more
6 metrics
Total shares sold
12,624 shares
Open-market sell-to-cover on March 31, 2026
First tranche sale price
$122.3463 per share
5,893 shares of Class A common stock sold
Second tranche sale price
$122.9027 per share
4,781 shares of Class A common stock sold
Third tranche sale price
$123.9174 per share
1,850 shares of Class A common stock sold
Fourth tranche sale price
$125.0550 per share
100 shares of Class A common stock sold
Shares held after transactions
251,257 shares
Direct Class A common stock ownership after March 31, 2026
Key Terms
Restricted Stock Units, sell-to-cover, weighted average price
3 terms
Restricted Stock Units financial
"in connection with the 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.
sell-to-cover financial
"to be funded by a "sell-to-cover" transaction and does not represent"
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.
weighted average price financial
"The 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.
FAQ
What insider transaction did Twilio (TWLO) CEO Khozema Shipchandler report?
Twilio CEO Khozema Shipchandler reported selling 12,624 shares of Class A common stock. The transactions occurred on March 31, 2026, as open-market sales linked to RSU vesting tax obligations rather than discretionary selling, according to the disclosure footnotes.
Were the Twilio (TWLO) CEO’s March 31, 2026 sales discretionary or planned?
The filing states the sales were mandated “sell-to-cover” transactions to fund minimum statutory tax withholding on RSU vesting. It specifically notes these do not represent discretionary sales by the reporting person, framing them as mechanistic tax-related activity rather than portfolio-driven decisions.
What do the weighted average price footnotes mean in the Twilio (TWLO) Form 4?
The footnotes explain that each reported price is a weighted average for multiple trades executed in a price range that day. The CEO undertakes to provide detailed breakdowns of the number of shares sold at each separate price within those ranges to interested parties upon request.