Item 1.01. Entry into a Material Definitive Agreement.

On April 4, 2022, Twitter, Inc. (the "Company") entered into a letter agreement (the "Agreement") with Elon Musk, which provides that:



     •    The Company will appoint Mr. Musk to the Company's Board of Directors
          (the "Board") to serve as a Class II director with a term expiring at the
          Company's 2024 Annual Meeting of Stockholders.



     •    For so long as Mr. Musk is serving on the Board and for 90 days
          thereafter, Mr. Musk will not, either alone or as a member of a group,
          become the beneficial owner of more than 14.9% of the Company's common
          stock outstanding at such time, including for these purposes economic
          exposure through derivative securities, swaps, or hedging transactions.

The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is filed as Exhibit 10.1 and incorporated by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


(d) Election of Directors

The Board will appoint Mr. Musk to serve as a Class II director with a term expiring at the Company's 2024 Annual Meeting of Stockholders as described in Item 1.01 of this Current Report on Form 8-K, subject to and contingent upon the provision by Mr. Musk of any information that the Company reasonably requires to complete its customary onboarding procedures (including a customary background check) for members of the Board.

Other than as described in Item 1.01, there are no arrangements or understandings between Mr. Musk, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Musk was selected as a director. There are no related party transactions between the Company and Mr. Musk (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Musk does not have any family relationships with any of the Company's directors or executive officers.

Mr. Musk will participate in the director benefits arrangements applicable to non-employee directors as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2021. In addition, the Company will enter into its standard form of indemnification agreement with Mr. Musk.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.       Description

10.1          Letter Agreement, dated as of April 4, 2022, among Twitter, Inc. and
            Elon Musk

104         Cover Page Interactive Data File (formatted as Inline XBRL).

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