{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-272772","form_type":"8-K","ticker":null,"cik":"0001418091","company_name":"TWITTER, INC.","filed_at":"2022-10-31T23:59:59+00:00","discovered_at":"2026-05-14T18:03:50.578948+00:00","generated_at":"2026-06-22T21:31:32.052378+00:00","sec_items":["1.01","1.02","2.01","3.01","3.03","5.01","5.03","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Elon Musk completes $44B acquisition of Twitter; stock delisted, shareholders get $54.20/shr","bullets":["Merger closed Oct 27, 2022; each Twitter share canceled and converted to $54.20 cash.","Twitter common stock delisted from NYSE; trading suspended Oct 28, 2022; deregistration to follow.","All prior directors replaced; Elon Musk becomes sole director of Twitter.","Convertible notes (0.25% 2024, 0.375% 2025, 0% 2026) converted to cash-only; bond hedge/warrant terminated.","Twitter commenced change-of-control offer to repurchase 3.875% 2027 and 5.000% 2030 senior notes at 101% of par plus accrued interest."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-272772","json":"https://secwatch.observer/filing/0001193125-22-272772.json","markdown":"https://secwatch.observer/filing/0001193125-22-272772.md","text":"https://secwatch.observer/filing/0001193125-22-272772.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1418091/000119312522272772/0001193125-22-272772-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1418091/000119312522272772/d411753d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-22T21:31:32.052378+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"83af9fc7d8","claim":"Elon Musk was appointed as Sole Director at TWITTER, INC..","evidence_excerpt":"Mr. Musk became the sole director of Twitter.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1418091/000119312522272772/0001193125-22-272772-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Sole Director"}],"fact_type":"executive_change"},{"claim_id":"8d41ef545be1f68186b9f34c0a71aeff0f30ceeb","claim":"TWITTER, INC. underwent a change of control involving X Holdings I, Inc. for $54.20 per share in cash (closed 2022-10-27).","evidence_excerpt":"issued and outstanding share of Twitter’s common stock (subject to certain exceptions set forth in the Merger Agreement) was canceled and converted into the right to receive $54.20 in cash, without interest (the “Merger Consideration”). er’s common stock (subject to certain exceptions set forth in the Merger Agreement) was canceled and converted into the","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1418091/000119312522272772/0001193125-22-272772-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"X Holdings I, Inc."},{"label":"Consideration","value":"$54.20 per share in cash"},{"label":"Closing","value":"2022-10-27"}],"fact_type":"ma_transaction"},{"claim_id":"261e7071cca9efad5c031575dc4e7df5ee87f146","claim":"TWITTER, INC. amended 2024 Convertible Notes First Supplemental Indenture with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (effective 2022-10-27).","evidence_excerpt":"the first supplemental indenture, dated as of October 27, 2022 (the “2024 Convertible Notes First Supplemental Indenture”), to the indenture, dated as of June 11, 2018, by and between Twitter and the Trustee (the “2024 Convertible Notes Base Indenture” and, together with the 2024 Convertible Notes First Supplemental Indenture, the “2024 Convertible Notes Indenture”), relating to Twitter’s 0.25% Convertible Senior Notes due 2024 (the “2024 Convertible Notes”);","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1418091/000119312522272772/0001193125-22-272772-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee"},{"label":"Effective","value":"2022-10-27"}],"fact_type":"material_agreement"},{"claim_id":"50add3a1218c6f3bf7f7b09bb0b955d324345ce9","claim":"TWITTER, INC. terminated a notes offering.","evidence_excerpt":"In connection with the closing of the Merger, termination agreements have been entered into with respect to the bond hedge and warrant transactions previously entered into by Twitter in connection with the Convertible Notes.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1418091/000119312522272772/0001193125-22-272772-index.htm","confidence":0.7,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"notes offering"}],"fact_type":"material_agreement"},{"claim_id":"b530b9902a6f6ce54deb07bf91b28b2bb9c1f210","claim":"TWITTER, INC. amended 2026 Convertible Notes First Supplemental Indenture with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (effective 2022-10-27).","evidence_excerpt":"the first supplemental indenture, dated as of October 27, 2022 (the “2026 Convertible Notes First Supplemental Indenture”), to the indenture, dated as of March 4, 2021, by and between Twitter and the Trustee (the “2026 Convertible Notes Base Indenture” and, together with the 2026 Convertible Notes First Supplemental Indenture, the “2026 Convertible Notes Indenture”), relating to Twitter’s 0% Convertible Senior Notes due 2026 (the “2026 Convertible Notes” and, together with the 2024 Convertible Notes and the 2025 Convertible Notes, the “Convertible Notes”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1418091/000119312522272772/0001193125-22-272772-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee"},{"label":"Effective","value":"2022-10-27"}],"fact_type":"material_agreement"},{"claim_id":"d3bf67f1f0f89dfa5104ef83ff5dd5607cda83c5","claim":"TWITTER, INC. terminated Revolving Credit Agreement, dated August 7, 2018 with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto.","evidence_excerpt":"Termination of the Credit Agreement In connection with the Merger, Twitter is terminating all commitments and repaying in full all outstanding obligations due under the Revolving Credit Agreement, dated August 7, 2018, by and among JPMorgan Chase Bank, N.A., as administrative agent, Twitter, as borrower, and the lenders from time to time party thereto.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1418091/000119312522272772/0001193125-22-272772-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto"}],"fact_type":"material_agreement"},{"claim_id":"d7486a19fdd06d3054e42e22dbbd6a111e05da31","claim":"TWITTER, INC. amended 2025 Convertible Notes First Supplemental Indenture with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (effective 2022-10-27).","evidence_excerpt":"the first supplemental indenture, dated as of October 27, 2022 (the “2025 Convertible Notes First Supplemental Indenture”), to the indenture, dated as of March 12, 2020, by and between Twitter and the Trustee (the “2025 Convertible Notes Base Indenture” and, together with the 2025 Convertible Notes First Supplemental Indenture, the “2025 Convertible Notes Indenture”), relating to Twitter’s 0.375% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”);","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1418091/000119312522272772/0001193125-22-272772-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee"},{"label":"Effective","value":"2022-10-27"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}