Twilio CEO sells 12,624 shares for RSU taxes

Twilio Inc. Chief Executive Officer Khozema Shipchandler reported mandatory sales of Class A common stock tied to tax withholding on vested Restricted Stock Units.

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.

Insider Trade Summary

Net Seller: 12,624 shares

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 — 251,257 shares (Direct)

Footnotes (5)

1. 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.
2. F2. 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.
3. 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.
4. F4. 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.
5. F5. 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

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

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.

Why did the Twilio (TWLO) CEO sell 12,624 shares on March 31, 2026?

The 12,624 shares were sold to cover statutory tax withholding on vested Restricted Stock Units. Twilio’s equity incentive plans require a sell-to-cover approach, so these transactions are described as mandated for tax purposes rather than voluntary stock sales by the CEO.

At what prices did the Twilio (TWLO) CEO’s March 31, 2026 share sales occur?

The reported weighted average sale prices were about $122.35, $122.90, $123.92 and $125.06 per share. Footnotes state that individual trades occurred within narrower ranges around these prices, and full trade details are available to holders or regulators upon request.

How many Twilio (TWLO) shares does CEO Khozema Shipchandler hold after these sales?

After the March 31, 2026 transactions, Khozema Shipchandler directly holds 251,257 shares of Twilio Class A common stock. This indicates that the 12,624 shares sold for tax withholding represent only a small portion of his overall reported equity position in the company.

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.

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

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Accepted by SEC EDGAR 04/02/2026 - 04:09 PM Learn about SEC filing dates

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)
03/31/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/31/2026		S		5,893(1)	D	$122.3463(2)	257,988(3)	D
Class A Common Stock	03/31/2026		S		4,781(1)	D	$122.9027(4)	253,207(3)	D
Class A Common Stock	03/31/2026		S		1,850(1)	D	$123.9174(5)	251,357(3)	D
Class A Common Stock	03/31/2026		S		100(1)	D	$125.055	251,257(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 $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.

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 $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.

5. 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.

Remarks:

	/s/ Juliana Chen as attorney-in-fact for Reporting Person	04/02/2026
	** 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)