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Twist Bio CEO's Stock Sale Tied to Tax Requirements, Not Strategic Decision

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

Rhea-AI Filing Summary

Emily M. Leproust, Chief Executive Officer and Director of Twist Bioscience, reported insider trading activity on June 20, 2025. The transaction involved a mandatory "sell to cover" of 1,678 shares of Common Stock at $35.755 per share to satisfy tax withholding obligations related to vesting Restricted Stock Units.

Following the transaction, Leproust maintains direct ownership of 645,782 shares of Common Stock. Additionally, she holds several employee stock options:

  • 150,879 options at $8.82 (expires 09/28/2027)
  • 266,539 options at $26.66 (expires 11/18/2028)
  • 131,290 options at $23.33 (expires 10/23/2029)
  • 64,950 performance-based options at $67.85 (expires 08/31/2030)

The reported sale was not discretionary but rather mandated by the company's equity incentive plan requirements for tax withholding purposes.

Positive

  • None.

Negative

  • None.
Insider Leproust Emily M.
Role Chief Executive Officer
Sold 1,678 shs ($60K)
Type Security Shares Price Value
Sale Common Stock 1,678 $35.755 $60K
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 — 645,782 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.
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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)
06/20/2025
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 06/20/2025 S 1,678(1) D $35.755 645,782 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 06/24/2025
** 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

FAQ

How many TWST shares did CEO Emily Leproust sell on June 20, 2025?

CEO Emily Leproust sold 1,678 shares of TWST common stock on June 20, 2025 at a price of $35.755 per share. This sale was specifically to cover tax withholding obligations related to the vesting of Restricted Stock Units and was not a discretionary trade.

How many shares of TWST does Emily Leproust own after the June 2025 transaction?

Following the reported transaction, Emily Leproust directly owns 645,782 shares of TWST common stock. Additionally, she holds several stock options, including 150,879 options at $8.82, 266,539 options at $26.66, 131,290 options at $23.33, and 64,950 options at $67.85.

What is the exercise price of TWST CEO's most recent stock options?

The most recent stock options granted to Emily Leproust (as shown in the filing) have an exercise price of $67.85. These are performance stock options that were granted on September 1, 2020, and vested on December 19, 2022 after meeting specific performance criteria.

Was TWST CEO's June 2025 stock sale discretionary?

No, the stock sale was not discretionary. According to the filing, the sale was mandated by the company's equity incentive plans to cover tax withholding obligations through a 'sell to cover' transaction related to the vesting of Restricted Stock Units.