Twitter’s board of directors is unanimously recommending that shareholders approve the company’s $44 billion sale to Elon Musk for $54.20 a share, formally advancing a transaction that remains financially attractive to investors at the agreed price but increasingly complicated by Musk’s public dispute over spam and automated accounts.

The company’s definitive proxy statement says the cash price represents a premium of approximately 38% to Twitter’s April 1 closing price, the last full trading day before Musk publicly disclosed his roughly 9% stake. The board says it determined that the merger agreement is advisable, fair and in the best interests of Twitter and its stockholders and recommends votes in favor of adopting it.

A negotiated price now sits well above the market

Twitter accepted Musk’s offer on April 25 after a compressed negotiation that followed his initial disclosure of a large stake, a short-lived plan for him to join the board, and then his unsolicited proposal to acquire the company outright. The transaction is governed by the merger agreement filed with the SEC, under which Twitter would become a privately held company owned by Musk’s acquisition entities if the closing conditions are satisfied.

The deal price has become increasingly important because Twitter’s shares are trading far below $54.20. That gap reflects investor uncertainty over whether the transaction will close on the agreed terms. Yet for the board, the relevant comparison remains the contractual cash consideration. The proxy details financial analyses from Goldman Sachs and J.P. Morgan and says both advisers delivered opinions regarding the fairness, from a financial point of view, of the consideration to holders other than Musk and his affiliates.

The company’s earlier preliminary proxy lays out the chronology of the negotiations and records Musk’s insistence that $54.20 was his best and final offer. It also describes the board’s consideration of Twitter’s standalone prospects, the risks of remaining independent and the premium embedded in the proposed sale.

The transaction has binding terms, not just a public promise

Twitter’s first-quarter filing describes the merger as subject to customary closing conditions, including shareholder approval and required regulatory clearances. It also underscores that the agreement is a legal obligation with defined covenants, representations and termination provisions rather than a nonbinding acquisition proposal.

Those terms matter because Musk has repeatedly questioned Twitter’s public estimate that false or spam accounts represent fewer than 5% of monetizable daily active users. On May 17, Musk filed soliciting material with the SEC repeating his statement that the deal could not move forward until Twitter’s chief executive provided proof supporting that estimate. Twitter has maintained that its spam calculation is based on internal review and that the merger agreement remains in force.

The dispute is technically important because Twitter’s reported monetizable daily active users are central to how investors evaluate the platform’s scale and advertising opportunity. But the proxy does not make Musk’s satisfaction with Twitter’s spam estimate a standalone closing condition. That creates a distinction between a public disagreement about data quality and the contractual standards required to delay or terminate the transaction.

Regulatory review and shareholder approval move forward

Federal securities regulators have been reviewing Twitter’s merger materials as part of the ordinary proxy process. A June 10 SEC comment letter asked the company to revise and clarify portions of its preliminary proxy, including disclosures concerning the transaction timeline and certain financial information. Twitter incorporated changes before filing the definitive proxy now being sent to shareholders.

The board’s recommendation is therefore more than a restatement of April’s announcement. It moves the acquisition into the shareholder-voting phase and provides investors with the detailed record on which directors say they based their decision. As TechCrunch reported this week, Twitter is explicitly asking holders to approve the $44 billion transaction despite the uncertainty surrounding Musk’s recent statements.

Shareholder approval requires a majority of Twitter’s outstanding common shares, not merely a majority of votes cast. Musk has agreed to vote his shares in favor. The transaction also remains subject to other conditions, although the most visible dispute is no longer regulatory. It is whether Musk will continue toward closing while arguing that Twitter has not supplied enough information about the accounts it classifies as spam.

The board’s message is that the agreed deal remains the best path

Twitter’s directors are taking an unambiguous position. The board is not renegotiating the price publicly, and it is not signaling that Musk’s bot concerns have changed its recommendation. It is telling shareholders that $54.20 in cash remains the transaction they should approve.

That stance puts the company and its prospective buyer on parallel but increasingly tense tracks. Twitter is carrying out the steps required by the merger agreement: completing disclosure, responding to regulators and preparing for a shareholder vote. Musk is continuing to challenge Twitter’s account metrics and the information supporting them.

The difference matters because the market is pricing a meaningful risk that the agreed transaction will not close as written. The board, however, is evaluating the deal under its contractual terms and the premium available to shareholders. At $54.20 a share, the offer remains substantially above Twitter’s current trading price.

For now, the transaction has not been terminated, amended or repriced. Twitter’s board has formally placed its recommendation before shareholders, and the company continues to describe the merger agreement as binding. The next stage will test whether a deal that looked settled in April can withstand a widening dispute over data, disclosure and the obligations each side accepted when Musk agreed to pay $44 billion for the company.