Twist Bioscience CEO reports sell-to-cover of 2,716 shares; significant options remain

Rhea-AI Filing Summary

The Form 4 shows that Emily M. Leproust, Twist Bioscience Corp (TWST) CEO and director, reported a sale of 2,716 shares of TWST common stock on 08/21/2025 at $25.964 per share to satisfy tax-withholding obligations tied to vested restricted stock units; the filing states these were "sell to cover" transactions required by the issuer and not discretionary trades. After the transaction, Leproust beneficially owned 637,005 shares. The filing also discloses outstanding employee stock options with various exercise prices and exercisable/expiration details, including options exercisable immediately at $5.95, $8.82, $26.66 and $23.33 and a $67.85 option with 64,950 underlying shares exercisable through 08/31/2030.

Insights

Corporate Governance Expert

TL;DR: Insider sold a small number of shares to satisfy tax withholding on RSU vesting; holdings and option grants remain substantial.

The reported sale of 2,716 shares was explicitly a "sell to cover" to meet tax obligations upon RSU vesting and is described as non-discretionary. Such transactions are routine and do not by themselves indicate a change in insider confidence. Leproust continues to hold 637,005 shares and multiple outstanding stock options at varied exercise prices and vesting histories, which aligns with typical executive compensation structures. From a governance perspective, disclosure is complete and identifies roles (CEO and director) and the nature of the sale.

Compensation & Equity Analyst

TL;DR: Executive retains significant equity exposure through shares and multiple option grants despite a small tax-driven sale.

Details show a mandatory sale tied to RSU tax withholding rather than an open-market, discretionary liquidation. The schedule of option strikes ($5.95, $8.82, $26.66, $23.33, $67.85) and counts (including 64,950 P-SO shares exercisable through 2030 and other option balances) indicate multi-year, performance- and time-based awards remain in place. This preserves long-term alignment between management and shareholders while the "sell to cover" reduces only a small portion of ownership.

Insider Trade Summary

Net Seller: 2,716 shares ($70,518)

Net Sell 6 txns

Insider Leproust Emily M.

Role Chief Executive Officer

Sold 2,716 shs ($71K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,716	$25.964	$71K
holding	Employee Stock Option (right to buy)	--	--	--
holding	Employee Stock Option (right to buy)	--	--	--
holding	Employee Stock Option (right to buy)	--	--	--
holding	Employee Stock Option (right to buy)	--	--	--
holding	Employee Stock Option (right to buy)	--	--	--

Holdings After Transaction: Common Stock — 637,005 shares (Direct); Employee Stock Option (right to buy) — 0 shares (Direct)

Footnotes (1)

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. The option is immediately exercisable. 25% of the shares subject to the option vested on September 1, 2016 and 1/48th of the shares subject to the option vest on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date. The option is immediately exercisable. 10% of the shares subject to the option vested on September 28, 2017, 15% of the shares subject to the option vested on September 28, 2018, and 1/48th of the shares subject to the option vest on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date. 20% of the shares subject to the option vested and became exercisable on October 31, 2019 and 1/60th of the shares subject to the option vest and become exercisable on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date. 25% of the shares subject to the option vested on October 24, 2020, and 1/48th of the shares subject to the option vest on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date. Represents performance stock options granted to the reporting person on September 1, 2020, that vested and became exercisable on December 19, 2022 as a result of the reporting person having met the applicable performance criteria.

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^*

Leproust Emily M.

(Last) (First) (Middle)

C/O TWIST BIOSCIENCE CORPORATION

681 GATEWAY BLVD.

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Twist Bioscience Corp [ TWST ]

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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
Common Stock	08/21/2025		S		2,716(1)	D	$25.964	637,005	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
Employee Stock Option (right to buy)	$5.95							(2)	09/28/2025	Common Stock	0		0	D
Employee Stock Option (right to buy)	$8.82							(3)	09/28/2027	Common Stock	0		150,879	D
Employee Stock Option (right to buy)	$26.66							(4)	11/18/2028	Common Stock	0		266,539	D
Employee Stock Option (right to buy)	$23.33							(5)	10/23/2029	Common Stock	0		131,290	D
Employee Stock Option (right to buy)	$67.85							12/19/2022	08/31/2030	Common Stock	64,950		64,950(6)	D

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.

2. The option is immediately exercisable. 25% of the shares subject to the option vested on September 1, 2016 and 1/48th of the shares subject to the option vest on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date.

3. The option is immediately exercisable. 10% of the shares subject to the option vested on September 28, 2017, 15% of the shares subject to the option vested on September 28, 2018, and 1/48th of the shares subject to the option vest on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date.

4. 20% of the shares subject to the option vested and became exercisable on October 31, 2019 and 1/60th of the shares subject to the option vest and become exercisable on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date.

5. 25% of the shares subject to the option vested on October 24, 2020, and 1/48th of the shares subject to the option vest on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date.

6. Represents performance stock options granted to the reporting person on September 1, 2020, that vested and became exercisable on December 19, 2022 as a result of the reporting person having met the applicable performance criteria.

Remarks:

	/s/ Kendra Fox, as Attorney-in-Fact for Emily M. Leproust	08/25/2025
	** 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.

FAQ

What did Emily M. Leproust report on the Form 4 for TWST?

The Form 4 reports a sale of 2,716 shares of TWST common stock on 08/21/2025 at $25.964 per share to satisfy tax-withholding obligations from vested RSUs; post-transaction beneficial ownership is 637,005 shares.

Was the sale by Emily Leproust discretionary or mandatory?

The filing states the sale was a mandatory "sell to cover" required by the issuer's equity plan to satisfy tax withholding and did not represent a discretionary trade by the reporting person.

What outstanding equity awards does Emily Leproust hold according to the Form 4?

The Form 4 lists multiple employee stock options with exercise prices of $5.95, $8.82, $26.66, $23.33 (and a $67.85 option covering 64,950 shares exercisable through 08/31/2030), plus other option quantities noted in the filing.

Does the Form 4 indicate any change in executive roles for Leproust?

No. The filing identifies Emily M. Leproust as both a Director and the Chief Executive Officer of Twist Bioscience.

How does this Form 4 affect insider ownership disclosure for TWST?

It updates insider holdings to reflect a post-sale beneficial ownership of 637,005 shares and discloses the nature of outstanding options and vested awards; no other material changes are reported.