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Twist Bioscience (NASDAQ: TWST) CAO offloads shares to cover taxes

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Twist Bioscience Corp (TWST) reported that Chief Accounting Officer Robert F. Werner sold a total of 1,523 shares of common stock in two transactions on August 21 and 24, 2026. According to the company’s equity incentive plan, these mandated “sell to cover” transactions were executed solely to fund tax withholding on vested Restricted Stock Units and were not discretionary trades.

Positive

  • None.

Negative

  • None.
Insider WERNER ROBERT F.
Role Chief Accounting Officer
Sold 1,523 shs ($213K)
Type Security Shares Price Value
Sale Common Stock F1 854 $140.773 $120K
Sale Common Stock F1 669 $139.066 $93K
Holdings After Transaction: Common Stock — 44,637 shares (Direct)
Footnotes (1)
  1. F1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
Shares sold August 24, 2026 854 shares Common stock sold by Chief Accounting Officer on 2026-08-24
Sale price August 24, 2026 $140.773 per share Common stock sale by Chief Accounting Officer on 2026-08-24
Shares sold August 21, 2026 669 shares Common stock sold by Chief Accounting Officer on 2026-08-21
Sale price August 21, 2026 $139.066 per share Common stock sale by Chief Accounting Officer on 2026-08-21
Total shares sold 1,523 shares Combined insider sales reported in this Form 4
Restricted Stock Units financial
"in connection with the vesting of Restricted Stock Units"
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
"funded by a "sell to cover" transaction and do not represent"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
equity incentive plans financial
"under its equity incentive plans to require the satisfaction"
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

FAQ

What insider transactions did TWST’s Chief Accounting Officer report?
Chief Accounting Officer Robert F. Werner reported selling a total of 1,523 TWST common shares in two transactions on August 21 and 24, 2026. The company states these were mandated “sell to cover” sales for tax withholding on vested Restricted Stock Units, not discretionary trades.

At what prices were the TWST shares sold in this Form 4 filing?
The reported sales by the Chief Accounting Officer were 669 shares at $139.066 per share on August 21, 2026, and 854 shares at $140.773 per share on August 24, 2026. Both are described as open market or private sale transactions.

Why did the TWST insider sell 1,523 shares according to the filing?
The filing states the 1,523 shares were sold to cover tax withholding obligations arising from the vesting of Restricted Stock Units. Twist Bioscience’s equity incentive plans require tax withholding to be funded through mandated “sell to cover” transactions, so these sales were not discretionary.

Were the TWST insider sales made under a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked as an affirmatively adopted plan, and the footnote explains the transactions were mandated “sell to cover” sales under Twist Bioscience’s equity incentive plans rather than discretionary or separate trading-plan sales.

Does the Form 4 show how many TWST shares the officer holds after these sales?
No. For these transactions, the Form 4 does not report a total shares following transaction value, so the filing lists only the number of shares sold and their prices, without stating the officer’s remaining Tw ist Bioscience common stock holdings.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
WERNER ROBERT F.
(Last)(First)(Middle)
C/O TWIST BIOSCIENCE CORPORATION
681 GATEWAY BLVD
(Street)
SOUTH SAN FRANCISCO CALIFORNIA 94080
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Twist Bioscience Corp [ TWST ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/21/2026S669(1)D$139.06645,491D
Common Stock08/24/2026S854(1)D$140.77344,637D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
Remarks:
/s/ Kendra Fox, as Attorney-in-Fact for Robert F. Werner08/25/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR