UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 30, 2022

July 22, 2022

Twitter, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36164

20-8913779

~~001-36164~~

~~20-8913779~~

(State or other jurisdictionof incorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1355 Market Street, Suite 900

San Francisco, California 94103

(Address of principal executive offices, including zip code)

(415) 222-9670

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

☐Check ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ☐under ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

Common Stock, par value $0.000005 per share

TWTR

New York Stock Exchange

Common Stock, par value$0.000005 per share

TWTR

New York Stock Exchange

Preferred Stock Purchase Rights

N/A

New York Stock Exchange

~~N/A~~

~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

~~Item~~If ~~2.02 Results~~an ofemerging ~~Operations~~growth ~~and~~company, ~~Financial~~indicate ~~Condition~~by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

OnItem ~~July 22, 2022, Twitter, Inc~~8. ~~(the “Company”) announced its financial results for the quarter ended June 30, 2022 by issuing a press release~~01. ~~The~~Other ~~full text of the Company’s press release is attached hereto as Exhibit 99~~Events.~~1 and is incorporated herein by reference.~~

~~This~~As ~~information~~previously isdisclosed, ~~intended~~on toJuly 8, be2022, ~~furnished~~Twitter, ~~under~~Inc. ~~Item~~(“Twitter”) ~~2.02~~received a notice of ~~Form~~purported ~~8-K~~termination of the Agreement and Plan of Merger, ~~“Results~~dated as of ~~Operations~~April 25, ~~and~~2022 ~~Financial~~(the ~~Condition~~“Merger Agreement”), by and ~~shall~~among ~~not~~X beHoldings ~~deemed~~I, Inc. (“~~filed~~Parent”), ~~for~~X ~~purposes~~Holdings ofII, ~~Section~~Inc., 18a wholly owned subsidiary of ~~the~~Parent ~~Securities~~(“Acquisition ~~Exchange~~Sub”), ~~Act~~and, solely for the purpose of ~~1934,~~certain asprovisions ~~amended~~of (the ~~“Exchange~~Merger ~~Act”)~~Agreement, orElon ~~incorporated~~R. byMusk. ~~reference~~The inMerger ~~any~~Agreement ~~filing~~provides ~~under~~that, subject to the ~~Securities~~terms ~~Act~~and ofconditions ~~1933~~set forth in the Merger Agreement, asAcquisition ~~amended~~Sub will merge with and into Twitter (the “Merger”), orwith Twitter surviving the ~~Exchange~~Merger ~~Act,~~and ~~except~~becoming asa ~~shall~~wholly beowned ~~expressly~~subsidiary ~~set~~of ~~forth~~Parent. byParent ~~specific~~is ~~reference~~wholly inowned ~~such~~by aMr. ~~filing~~Musk.

~~Item~~On 9August 29, 2022, Twitter received another notice of purported termination of the Merger Agreement.~~01 Financial~~ ~~Statements~~Twitter’s response to that second notice of termination is attached as Exhibit 99.1 and ~~Exhibits~~incorporated by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
99.1	Letter, dated August 30, 2022.	~~Press Release issued by Twitter, Inc. dated July 22, 2022.~~
104	Cover Page Interactive Data File (formatted as Inline XBRL).	~~Cover Page Interactive Data File (formatted as Inline XBRL)~~

SIGNATURE

~~TWITTER~~Pursuant to the requirements of the Securities Exchange Act of 1934, ~~INC.~~the ~~By:~~registrant ~~/s/~~has ~~Ned~~duly ~~Segal~~caused ~~Ned~~this ~~SegalChief~~report ~~Financial~~to ~~Officer~~be signed on its behalf by the undersigned hereunto duly authorized.

~~Date: July 22~~TWITTER, ~~2022~~INC. By: /s/ Vijaya Gadde Vijaya Gadde Chief Legal Officer and Secretary

Date: August 30, 2022

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