Form 4: Twilio Director Andrew Stafman Receives RSU Grant, Transfers Shares to Sachem Head Capital Management Under Pre-Arranged Plan

Twilio Inc. Director Andrew J. Stafman reported the acquisition of 706 Class A Common Stock Restricted Stock Units (RSUs) on June 9, 2025, which were immediately transferred to Sachem Head Capital Management LP for no consideration as part of a pre-arranged trading plan.

Summary

• Andrew J. Stafman, a Director of Twilio Inc. (TWLO), acquired 706 shares of Class A Common Stock in the form of Restricted Stock Units (RSUs) on June 9, 2025.
• These RSUs vested immediately upon grant.
• Following the transaction, Andrew J. Stafman directly beneficially owns 11,383 RSUs, which includes 1,338 deferred RSUs.
• All rights, title, and ownership interests in the 706 newly acquired RSUs were immediately granted by Andrew J. Stafman to Sachem Head Capital Management LP for no consideration, pursuant to an arrangement.
• The filing indicates that the transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson are also listed as reporting persons, with Andrew J. Stafman being a partner at Sachem Head.
• The Sachem Head Funds (Sachem Head LP, Sachem Head Master LP, and SH Stony Creek Master Ltd.) collectively owned 3,295,000 shares of Twilio's Class A common stock prior to this RSU grant, which are indirectly beneficially owned by the reporting persons.

Sentiment

Score: 5

Explanation: The document is a factual report of an insider transaction and does not contain information that would significantly alter the sentiment towards the company. It's a neutral, compliance-driven filing.

Positives

• The grant of Restricted Stock Units (RSUs) to a director indicates ongoing compensation and alignment with company performance.
• The immediate vesting of the 706 RSUs provides immediate ownership rights.

Negatives

• The transfer of the 706 RSUs by Andrew J. Stafman to Sachem Head Capital Management LP for no consideration means the director does not personally retain these specific shares, which could be seen as a personal financial negative, though it aligns with the broader Sachem Head investment strategy.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Twilio's business or financial performance, focusing solely on a specific insider transaction.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically an equity grant to a director. The involvement of Sachem Head Capital Management, an activist investment firm, and the immediate transfer of the RSUs to Sachem Head, highlights the firm's continued influence and alignment with its appointed director on Twilio's board. Such arrangements are common when activist investors secure board representation.

Corporate Governance

Related Party Transactions

• Andrew J. Stafman, a director of Twilio and a partner at Sachem Head Capital Management LP, granted all rights to 706 newly acquired Restricted Stock Units (RSUs) to Sachem Head Capital Management LP for no consideration. This constitutes a related party transaction due to the intertwined roles of Mr. Stafman with both the issuer and the recipient entity.

Stakeholder Impact

• Shareholders: Provides transparency into insider holdings and the compensation arrangements for a director associated with a significant institutional investor. The alignment of the director's RSU compensation with Sachem Head's interests may be viewed positively by some shareholders seeking activist oversight.
• Management: Highlights the influence of Sachem Head Capital Management on the board, which could impact management's strategic autonomy.

Key Dates

Keywords

Twilio, TWLO, SEC Form 4, Insider Transaction, Beneficial Ownership, Restricted Stock Units, RSU, Sachem Head Capital Management, Andrew Stafman, Corporate Governance, Rule 10b5-1