Private Placement (Form 8-K)

The information set forth under Item 8.01 is incorporated into this Item 3.02 by reference.

The shares to be issued as described below in Item 8.01 will be issued in transactions not involving any public offering in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Pursuant to Stock Purchase Agreements entered into with certain investors on February 11, 2026 (the "Stock Purchase Agreements"), Twist Bioscience Corporation (the "Company" or "Twist") will issue up to an aggregate of 632,328 shares (the "Shares") of its common stock, par value $0.00001 per share (the "Common Stock"). Of the Shares, the Company will issue up to 324,558 shares of Common Stock to Invenra Inc. ("Invenra") and pay $5 million in cash in consideration for a license agreement with Invenra and the transfer of certain technology from Invenra. In addition, the Company will issue up to an aggregate of 307,770 shares of Common Stock to two investors of Invenra in consideration for Invenra preferred stock for an approximately 6% ownership position in Invenra. The Company will also have the right to designate one director to the Invenra board of directors (the "Invenra Board"), and the members of the Invenra Board (including the Twist designee) also have the right, pursuant to a voting agreement, to approve two additional directors.

Concurrently with the entry into the Stock Purchase Agreements, the Company entered into Registration Rights Agreements (the "Registration Rights Agreements") with the investors. A form of the Registration Rights Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K (this "Current Report").

Pursuant to the Registration Rights Agreements, the Company is filing a prospectus supplement to register the resale of the Shares. An opinion of Orrick, Herrington & Sutcliffe LLP is filed as Exhibit 5.1 to this Current Report in connection with the registration of the resale of the Shares.