Form 4: Twilio Director Stafman Acquires RSUs, Sachem Head Discloses Holdings

Twilio Director Andrew Stafman received 641 immediately vested Restricted Stock Units, with beneficial ownership details also disclosed for Sachem Head Capital Management and its affiliates.

Summary

• Andrew Stafman, a Director of Twilio Inc. (TWLO), acquired 641 shares of Class A Common Stock in the form of Restricted Stock Units (RSUs) on December 15, 2025.
• These RSUs vested immediately upon the date of grant.
• Following this transaction, Andrew Stafman beneficially owns 12,804 shares, all of which are RSUs, including 2,759 deferred RSUs.
• Andrew Stafman granted all rights, title, interest, claims, and other ownership interests in the acquired 641 RSUs to Sachem Head Capital Management LP for no consideration.
• Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson are also reporting persons in this filing, potentially deemed directors by deputization due to Mr. Stafman's role as a Twilio director and partner at Sachem Head.
• The Sachem Head Funds (Sachem Head LP, Sachem Head Master LP, and SH Stony Creek Master Ltd.) beneficially own 2,295,000 shares of Twilio's Class A common stock, which were held prior to this RSU grant.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of an insider transaction and does not inherently convey positive or negative sentiment regarding the company's operational or financial performance. It simply reports a change in beneficial ownership.

Positives

• Andrew Stafman, a Twilio director, received 641 Restricted Stock Units, aligning his interests with shareholders.
• The granted RSUs vested immediately, providing immediate equity ownership.

Negatives

• Andrew Stafman granted all rights to the newly acquired 641 RSUs to Sachem Head Capital Management LP for no consideration, indicating these shares will not directly contribute to his personal pecuniary interest beyond his affiliation with Sachem Head.

Future Outlook

This Form 4 filing is a report of an insider transaction and does not contain any forward-looking statements or guidance regarding Twilio's future performance or strategic direction.

Industry Context

This filing is a routine disclosure of an insider equity transaction, common for publicly traded companies. It reflects a director's compensation in the form of equity and the beneficial ownership structure involving an activist investor firm, Sachem Head Capital Management, which has a significant stake in Twilio.

Related Party Transactions

• Andrew J. Stafman, a partner at Sachem Head Capital Management LP and a director of Twilio, granted all rights, title, interest, claims, and any other ownership interests in the 641 acquired Restricted Stock Units to Sachem Head Capital Management LP for no consideration. This represents a transaction between related parties due to Mr. Stafman's dual roles.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding director compensation and the beneficial ownership structure involving a significant institutional investor, Sachem Head Capital Management. The RSU grant aligns the director's interests with long-term shareholder value.
• Management: The RSU grant is part of the compensation structure for a board director.

Key Dates

Keywords

TWLO, Twilio, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Beneficial Ownership, Sachem Head Capital Management, Director, Equity Grant