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Twilio (NYSE: TWLO) director and Sachem Head entities report 1M-share sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Twilio Inc. director Andrew J. Stafman and affiliated investment entities reported a large insider transaction involving the company’s Class A common stock. On 12/02/2025, they reported a sale of 1,000,000 shares of Class A common stock at a price of $129 per share, reported as an indirect disposition. Following this transaction, the reporting group shows 2,295,000 shares of Class A common stock held indirectly and 12,163 shares held directly.

The filing is made jointly by Sachem Head Capital Management LP, related general partner entities, and Scott D. Ferguson, reflecting their potential beneficial ownership of the securities held by affiliated funds. The explanation notes that Stafman serves on Twilio’s board and is a partner at Sachem Head, and that other reporting persons may be considered directors by deputization due to this relationship.

Positive

  • None.

Negative

  • None.

Insights

Large insider-related share sale by affiliated funds, with board representation and complex control structure, modestly negative for perceived alignment and influence.

The filing reports a sale of 1,000,000 shares of Twilio Inc. Class A Common Stock on 12/02/2025 at a price of $129 per share, coded as an open market sale ("S"). After this transaction, the reporting group shows 2,295,000 shares held indirectly and 12,163 shares held directly. This reflects a meaningful reduction in the reported group’s beneficial exposure while still leaving a sizeable position.

The structure is complex: multiple affiliated funds (the "Sachem Head Funds") directly own the shares, while entities such as Sachem Head Capital Management LP, Uncas GP LLC, and Sachem Head GP LLC, along with individuals Andrew J. Stafman and Scott D. Ferguson, may be deemed beneficial owners under Section 16. One reporting person, Mr. Stafman, is a director of the issuer, and the other reporting entities may be considered directors by "deputization." The form also clarifies that Mr. Stafman has assigned his rights in the subject securities to Sachem Head for no consideration.

This transaction can matter because it reduces the aggregate stake associated with a board-linked, activist-style holder while keeping that holder engaged via remaining ownership and board representation. The filing emphasizes that each reporting person disclaims beneficial ownership except to the extent of pecuniary interest, so actual economic exposure sits primarily at the fund level. A practical watch point over the next several months is whether follow-on Form 4s show continued net selling, which would further reduce the group’s influence and economic stake.

Insider Stafman Andrew, Ferguson Scott D., Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC
Role Director | Insider | Insider | Insider | Insider
Sold 1,000,000 shs ($129.00M)
Type Security Shares Price Value
Sale Class A Common Stock 1,000,000 $129.00 $129.00M
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 2,295,000 shares (Indirect, See footnotes); Class A Common Stock — 12,163 shares (Direct)
Footnotes (1)
  1. 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. 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. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
12/02/2025
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 12/02/2025 S 1,000,000 D $129 2,295,000 I See footnotes(1)(2)(3)(4)
Class A Common Stock 12,163 D(1)(4)(5)
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, 34TH FLOOR
(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, 34TH FLOOR
(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. 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.
2. 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.
3. 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.
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.
/s/ Michael D. Adamski, as Attorney-in-Fact for Andrew J. Stafman 12/02/2025
/s/ Michael D. Adamski, as Attorney-in-Fact for Scott D. Ferguson 12/02/2025
/s/ Michael D. Adamski, as General Counsel of Sachem Head Capital Management LP 12/02/2025
/s/ Michael D. Adamski, as General Counsel of Uncas GP LLC 12/02/2025
/s/ Michael D. Adamski, as General Counsel of Sachem Head GP LLC 12/02/2025
** 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).
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.

Source: View Original Filing on SEC EDGAR