Twist Bioscience Corp

1. Organization and Description of Business

Twist Bioscience Corporation (the Company) was incorporated in the state of Delaware on February 4, 2013. The Company is a leading, rapidly growing synthetic biology company that has developed a disruptive DNA synthesis platform to industrialize the engineering of biology. The Company’s fiscal year ends on September 30 .

The core of the Company's platform is a proprietary technology that pioneers a new method of manufacturing synthetic DNA by “writing” DNA on a silicon chip. The Company has combined our silicon-based DNA writing technology with proprietary software, scalable commercial infrastructure and an e-commerce platform to create an integrated technology platform that enables us to achieve high levels of quality, precision, automation, and manufacturing throughput at a significantly lower cost than our competitors. The Company has applied its unique technology to manufacture a broad range of synthetic DNA-based products, including synthetic genes, tools for next generation sequencing, or NGS, sample preparation, and antibody libraries for drug discovery and development, all designed to enable its customers to conduct research more efficiently and effectively. The Company has leveraged the same technology to expand its footprint beyond DNA synthesis to manufacture synthetic RNA as well as express antibody proteins and conduct many diverse assays to characterization these proteins to disrupt and innovate within larger market opportunities, in addition to discovery partnerships for biologic drugs. The Company has further expanded its offering to deliver data from the characterization of antibody proteins to our customers and partners.

The Company has recognized annual losses from operations since inception and has an accumulated deficit of $1,350.1 million as of December 31, 2025. For the three months ended December 31, 2025, the Company reported net loss of $30.5 million. The Company incurred net losses of $31.6 million for the same period in 2024.

As of December 31, 2025, the Company had cash and cash equivalents of $148.6 million and short-term investments of $49.4 million. The Company expects that its current cash, cash equivalents, and short-term investments will be sufficient to fund its operations for a period of at least one year from the date the condensed consolidated financial statements are issued.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the Annual Report on Form 10-K) filed with the Securities and Exchange Commission on November 17, 2025. The condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet at September 30, 2025 is derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The operating results for the three months ended December 31, 2025 are not necessarily indicative of the results expected for the full year ending September 30, 2026 or any interim period. Beginning fiscal 2026, the Company updated its revenue disaggregation disclosures and recast the comparative figures in the disclosure to conform to the current-period presentation (see Note 3, Revenue).

Use of Estimates

The presentation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The Company’s unaudited condensed consolidated financial statements include its wholly owned subsidiaries. All intercompany balances and accounts are eliminated in consolidation.

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of the Company’s cash and cash equivalents and non-current portion of restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash shown in the Company’s condensed consolidated statements of cash flows:

Significant Accounting Policies

There have been no material changes in the accounting policies from those disclosed in the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K.

Recent Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740)". The amendments in this ASU require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update are effective for annual periods beginning after December 15, 2024. The standard is not expected to have a material impact to the Company's consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which will require additional expense disclosures for all public entities. The amendments require that at each interim and annual reporting period, an entity will disclose certain disaggregated expenses included in each relevant expense caption, as well as the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the incremental disclosures that will be required in its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which became effective and simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The standard is effective for all entities for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard to its consolidated financial statements.

The Company has evaluated other recently issued accounting pronouncements and has concluded that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

3. Revenue

The Company’s revenue is generated through the sale of DNA synthesis and protein solutions and NGS applications.

Contract Balances

The following table summarizes our contract balances:

(1) Consists of unbilled amounts primarily related to contracts where the Company has satisfied the performance obligations, but do not yet have the right to bill for.

(2) Consists of receipt of advance payments before the Company's performance obligations related to revenue contracts are met.

For the three months ended December 31, 2025 and December 31, 2024, the Company recognized revenue of $2.3 million and $1.7 million, respectively, from the amount that was included in the contract liability balance at the beginning of each period.

In addition, for all periods presented, there was no revenue recognized in a reporting period from performance obligations satisfied in previous periods. The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of December 31, 2025 was $19.0 million. The Company expects to recognize revenue over the next twelve months relating to performance obligations unsatisfied as of December 31, 2025.

Disaggregation of Revenues

The table below sets forth revenues by geographic region, based on ship-to destinations. Americas consists of the United States, Canada, Mexico and South America; EMEA consists of Europe, the Middle East, and Africa; and APAC primarily consists of Japan, China, South Korea, India, Singapore, Malaysia and Australia.

The table below sets forth revenues by products. The Company previously reported revenue by product categories: synthetic genes, oligo pools and DNA libraries (collectively, synthetic biology), antibody discovery, and NGS tools. As customers increasingly leverage both synthetic biology tools and biopharma services for antibody discovery together to accelerate discovery and identify breakthrough therapeutics, beginning fiscal 2026, the Company combined synthetic genes, oligo pools, DNA libraries, and biopharma services for antibody discovery into DNA synthesis and protein solutions. Additionally, NGS tools were renamed NGS applications to better reflect their role in DNA sequencing workflows.

The table below sets forth revenues by industry. The Company historically reported revenue by: Industrial chemicals/materials, academic research, healthcare, and food/agriculture. Beginning fiscal 2026, the Company will disclose revenue by: therapeutics, diagnostics, industry and applied, academic research and government, and global supply partners revenue. These updated categories better align with the Company's operations and increase clarity around the Company's key customer groups.

4. Cash, Cash Equivalents and Investments

The following table sets forth the cash and cash equivalents, and investments as of December 31, 2025:

The following table sets forth the cash and cash equivalents, and investments as of September 30, 2025:

During the three months ended December 31, 2025 and 2024, gross realized gains and losses related to short-term investments were not material.

During the three months ended December 31, 2025 and 2024, the Company did not recognize any credit losses related to cash, cash equivalents and short-term investments.

5. Fair Value Measurement

The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in its assessment of fair value.

Assets Measured at Fair Value on a Recurring Basis

As of December 31, 2025, financial assets measured and recognized at fair value are as follows:

As of September 30, 2025, financial assets measured and recognized at fair value are as follows:

Contractual maturities of short-term investments, as of December 31, 2025, were less than 12 months. The Company does not intend to sell the money market funds and short term investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis. Accrued interest receivable balances included in the prepaid expenses and other current assets within the condensed consolidated balance sheets were $0.8 million and $1.2 million as of December 31, 2025 and September 30, 2025, respectively.

As of December 31, 2025 and September 30, 2025, there were no financial liabilities measured and recognized at fair value.

There were no transfers between Level 1, Level 2 and Level 3 in the periods presented.

6. Investment in Equity Securities

The Company holds investments in privately-held companies in the form of equity securities without readily determinable fair values and in which the Company does not have a controlling interest or significant influence.

The Company elected to account for its investment in these privately-held companies using the measurement alternative method. These investments had a net carrying value of $54.3 million and $54.3 million as of December 31, 2025 and September 30, 2025, respectively. There were no upward or downward adjustments for observable price changes or impairment charges recorded during the three months ended December 31, 2025 and 2024 related to these equity securities. The Company concluded that these entities are variable interest entities (VIEs) and the Company holds variable interests in these VIEs but is not their primary beneficiary. The Company does not have the power, whether through contractual relationships or other factors, to direct the activities that most significantly impact the economic performance of these VIEs. The Company’s maximum exposure to loss from these VIEs consist of equity investments, promissory note receivable and other receivables of $56.4 million. See Note 11 for assets and liabilities of these VIEs.

7. Balance Sheet Components

Allowance for Credit Losses

Allowance for credit losses related to accounts receivable were $0.5 million and $0.6 million as of December 31, 2025 and September 30, 2025, respectively.

Inventories

Inventories consist of the following:

Property and Equipment, net

Property and equipment, net consists of the following:

Construction in progress mainly represents equipment costs, leasehold improvements costs and internal use software development costs. The depreciation and amortization for the three months ended December 31, 2025 and December 31, 2024 was $5.9 million and $6.1 million, respectively.

Other Current Liabilities

Other current liabilities consist of the following:

8. Goodwill and Intangible Assets

The goodwill balance is presented below:

The finite-lived intangible assets balances are presented below:

Total amortization related to intangible assets for the three months ended December 31, 2025 and December 31, 2024 was $0.3 million and $0.3 million, respectively.

9. Leases

The Company leases certain of its facilities under non-cancellable operating leases expiring at various dates through 2044. The Company is also responsible for utilities, maintenance, insurance, and property taxes under these leases. The lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms, as well as payments for common-area-maintenance and administrative services. The Company often receives customary incentives from its landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases. Leases are classified as operating or financing at commencement. The Company does not have any material financing leases.

On November 13, 2025, the Company entered into an amendment to a lease agreement for the Company's premises in South San Francisco, California, in order to consolidate other offices in South San Francisco into a single location. This amendment increases the leased premises by approximately 33,000 square feet ("Additional Premises") and extends the termination date of the lease until June 30, 2036. In accordance with the amended lease agreement, the monthly base rent for the entire premises is approximately $0.5 million at commencement and includes provisions for rent increases by 3% annually and provides for base rent abatement with respect to the original premises for 15 months and base rent abatement with respect to the Additional Premises for 12 months. The Company is also responsible for utilities, maintenance, insurance, and property taxes. The landlord will provide the Company with a tenant improvement allowance in connection with the Company’s improvements to the premises of approximately $24.4 million. The amendment also gives the Company the right, on or before December 31, 2026, to elect to expand the premises to include additional space in the building of approximately 33,000 square feet.

Certain leases include options to renew or terminate at the Company’s discretion. The lease terms include periods covered by these options if it is reasonably certain the Company will renew or not terminate. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants.

As part of the sale of DNA data storage business, the Company subleased specific office and lab space in South San Francisco.

Future minimum lease payments and sublease income under all non-cancelable operating leases as of December 31, 2025 are as follows:

The components of lease expense and supplemental information were as follows:

Supplemental cash flow information related to leases are as follows:

10. Commitments and Contingencies

Legal Proceedings

The Company may be subject to litigation, claims and disputes in the ordinary course of business. Certain significant matters are described below. The Company recognizes accruals for matters to the extent that the Company concludes that a loss is both probable and reasonably estimable. If the Company determines that a material loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss.

Securities Class Action

On December 12, 2022, a putative securities class action lawsuit captioned Peters v. Twist Bioscience Corporation, et al., Case No. 22-cv-08168 (N.D. Cal.) (“Securities Class Action”) was filed in federal court in the Northern District of California (“Court”) against the Company, its Chief Executive Officer, and its Chief Financial Officer (the “Defendants”) alleging violations of federal securities laws. The Securities Class Action’s claims are based in large part on allegations made in a report issued on November 15, 2022 by Scorpion Capital (“Scorpion Report”) concerning, among other things, the Company’s DNA chip technology and accounting practices. The initial complaint filed in the Securities Class Action alleges that various statements that the

Defendants made between December 13, 2019 and November 14, 2022 were materially false and misleading in light of the allegations in the Scorpion Report. The plaintiff who initiated the lawsuit sought to represent a class of shareholders who acquired shares of the Company’s common stock between December 13, 2019 and November 14, 2022 and sought damages as well as certain other costs. On July 28, 2023, the Court appointed a new plaintiff, not the original plaintiff who filed the case, as lead plaintiff in the case and appointed a new law firm as lead counsel. On October 11, 2023, the lead plaintiff filed an amended complaint. The amended complaint is purportedly brought on behalf of all persons other than the Defendants who acquired the Company’s securities between December 20, 2018 and November 15, 2022. The amended complaint alleges that certain statements regarding, among other things, the Company’s DNA products and accounting practices were false and misleading. On December 6, 2023, the Company filed a motion to dismiss the amended complaint and a hearing on the motion to dismiss was held on November 13, 2024. On September 3, 2025, the Court issued an order granting in part and denying in part Defendants’ motion to dismiss and granted the plaintiff leave to further amend by September 24, 2025. The plaintiff did not file a second amended complaint. The Company is engaged in discovery and intends to continue vigorously defending the remaining claims under this action in all respects.

Given the inherent uncertainty of litigation and the legal standards that must be met, including class certification and success on the merits, the Company cannot express an opinion on the likelihood of an unfavorable outcome or on the amount or range of any potential loss.

Derivative Action

On September 25, 2023, a shareholder derivative suit captioned Shumacher vs. Leproust et al., No. 1:23-cv-01048-UNA, was filed in the United States District Court for the District of Delaware against directors of the Company and an employee (the “Shumacher Action”). The suit is based on substantially the same allegations in the Securities Class Action and seeks to recover, on behalf of the Company, damages to the Company arising from, among other things, the Securities Class Action. On November 13, 2023, the parties to the Shumacher Action entered into a stipulation staying the Shumacher Action pending further proceedings in the Securities Class Action. On November 13, 2025, another derivative lawsuit captioned Sell v. Leproust, et al., Case No. 1:25-cv-01380-MN was filed in the Delaware Court of Chancery, averring similar claims and seeking similar recovery as the Shumacher Action (the “Sell Action”), and on December 2, 2025 the Sell Action was consolidated with the Shumacher Action and stayed pending further proceedings in the Securities Class Action.

11. Related Party Transactions

During the three months ended December 31, 2025 and December 31, 2024, the Company had revenues from related parties, including a VIE, in the amount of $1.4 million and $4.0 million, respectively.

As of December 31, 2025 and September 30, 2025 accounts receivable balances with related parties, including a VIE, were $1.3 million and $1.3 million, respectively.

Other transactions and balances with a VIE in which the Company holds a variable interest but is not the VIE's primary beneficiary, are as follows:

During the three months ended December 31, 2025 and December 31, 2024, the Company received sublease income from a related party in the amount of $0.7 million and $— million respectively. As of December 31, 2025 and September 30, 2025, other receivable balance primarily related to sublease income included in prepaid and other current assets was $— million and $0.3 million, respectively.

As of December 31, 2025 and September 30, 2025, investment in a related party included in the investment in equity securities was $53.9 million and $53.9 million, respectively.

As of December 31, 2025 and September 30, 2025, the carrying value of the promissory note receivable from a related party included in other non-current assets was $1.8 million and $1.8 million, respectively. The Company recognized $0.1 million and $— million amount of interest income during the three months ended December 31, 2025 and December 31, 2024, respectively .

As of December 31, 2025 and September 30, 2025, sublease security deposit balance from a related party included in other non-current liabilities was $0.2 million and $0.2 million, respectively.

12. Income Taxes

In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. For the three months ended December 31, 2025 and December 31, 2024, the Company recorded provisions for income taxes of $0.3 million and $0.1 million, respectively.

13. Stock-based Compensation

Stock-based Compensation Expense

Total stock-based compensation expense recognized were as follows:

An immaterial amount of stock-based compensation expense was capitalized to property and equipment related to capitalized software development costs for the three months ended December 31, 2025 and 2024.

Restricted Stock Units

A summary of the Company’s restricted stock unit activity excluding the performance-based restricted stock units during the three months ended December 31, 2025 was as follows:

As of December 31, 2025, there was $94.9 million of total unrecognized compensation cost related to these awards that is expected to be recognized over a weighted average period of 3.1 years. The total grant date fair value of the restricted stock units excluding performance-based restricted units awarded during the three months ended December 31, 2025 was $40.2 million.

Performance-based Restricted Stock Units

During the three months ended December 31, 2025, the Company granted additional performance-based restricted stock units to executives and employees that will vest upon achievement of multiple year revenue, gross margin, and profitability metrics as determined by the board of directors. Stock compensation expense for these awards is recorded over the vesting period based on the grant date fair value of the awards and probability of the achievement of specified performance targets. The grant date fair value is equal to the closing share price of the Company’s common stock on the date of grant. These awards will vest from a minimum of 22 months to a maximum of 34 months service period following the grant date, provided that the recipient is a Company employee at the time of vesting and the performance targets applicable to each award are achieved. The percentage of these awards that vest will depend on the achievement of specified performance targets at the end of the performance period and can range from 0% to 150% of the number of units granted.

A summary of the Company’s performance-based restricted stock units activity during the three months ended December 31, 2025 was as follows:

As of December 31, 2025, the unrecognized compensation costs related to these awards was $56.8 million based on the maximum achievement of the performance targets. The Company expects to recognize those costs over a weighted average period of 1.8 years. The total grant date fair value of performance-based restricted stock units awarded during the three months ended December 31, 2025 was $24.3 million.

Options

A summary of the Company’s options including the performance-based stock options during the three months ended December 31, 2025 was as follows:

2018 Employee Stock Purchase Plan

The number of shares of the Company's common stock reserved for issuance under the 2018 Employee Stock Purchase Plan ("ESPP") as of December 31, 2025 was as follows:

During the three months ended December 31, 2025 and December 31, 2024, the Company recorded ESPP expenses of $0.5 million and $0.5 million, respectively.

14. Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share:

The potentially dilutive common shares that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented are as follows:

15. Segment Information

The Company operates inone operating segment, which also representsone reportable segment with the Company’s Chief Executive Officer as the chief operating decision maker (CODM). The CODM reviews the Company’s operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. Specifically, the CODM evaluates the Company’s financial performance and decides how to allocate resources based on consolidated net income (loss), which enables the CODM to assess both the overall level of resources available and optimize distribution of resources across functions, product lines, regions and research and development programs in line with our long-term corporate-wide strategic goals. The CODM also reviews disaggregated revenue by product line, geographic regions, and industry (see Note 3).

The following table presents entity-wide significant expense categories and net loss details provided to the CODM:

[1] Excludes depreciation and amortization and stock-based compensation expense

Asset information is not regularly provided to the CODM for assessing performance and allocating resources other than consolidated cash and cash equivalents and short-term investments, which can be found on our Condensed Consolidated Balance Sheets.