5 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such terms are defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
−Removed: Our internal control over financial reporting is a framework designed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with GAAP.
+Added: Our internal control over financial reporting is a framework designed under the supervision and with the participation of our management, including our Chief Executive
+Added: Officer and Chief Financial Officer, and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with GAAP.
Our internal control over financial reporting includes those policies and procedures that:
5 unchanged sentences
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by our independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report which is included herein.
−Removed: Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting
−Removed: In preparing our financial statements in connection with our Annual Report on Form 10-K for the year ended December 31, 2023 and continuing through the nine months ended September 30, 2024, we previously identified a material weakness in our internal control over financial reporting.
−Removed: The material weakness related to ineffective management review controls to address the risks of material misstatement of various significant accounts.
−Removed: Management’s evaluation of the completeness and accuracy of data used in the performance of its controls was insufficient, as was the precision of the review, identification and resolution of items requiring follow-up, and/or timeliness of the review.
−Removed: Following the identification of the material weakness, and with the oversight of the Audit Committee, we commenced remediation efforts that continued during fiscal 2024 to address the material weakness and enhance our control environment, including our internal control over financial reporting.
−Removed: Our remediation efforts included:
−Removed: • Employee training related to internal control over financial reporting specifically focused on data used in the operation of management review controls and the execution of management review controls with an appropriate level of precision and appropriate documentation of the identification and resolution of follow-up items;
−Removed: • Implementation and enhancement of control activities, including automation of certain control processes;
−Removed: • Development of other tools and enablers, including increasing the standardization of control support and documentation.
−Removed: Based on these remediation actions, as well as testing the operating effectiveness of the applicable financial reporting controls over a sustained period of financial reporting cycles, we have concluded that the previously reported material weakness has been effectively remediated as of December 31, 2024.
Changes in Internal Control over Financial Reporting
−Removed: Except as otherwise noted above under “Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting”, there were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
102 unchanged sentences
333-256121), filed with the SEC on June 28, 2021)
+Added: 10.14+ Form of Restricted Stock Unit Agreement, granted under the Ginkgo Bioworks Holdings, Inc.
+Added: 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2025)
10.15+ Form of Stock Option Agreement, granted under the Ginkgo Bioworks Holdings, Inc.
2 unchanged sentences
2021 Incentive Award Plan (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022)
+Added: 10.17+ Form of Performance-Based Restricted Stock Unit Agreement, granted under the Ginkgo Bioworks Holdings, Inc.
+Added: 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2025)
10.18†‡ Lease Agreement, dated December 22, 2011, between Zoom Group LLC and Ginkgo Bioworks, Inc.
68 unchanged sentences
10.40+ Ginkgo Bioworks Holdings, Inc.
−Removed: Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.39 to Amendment No.
−Removed: 1 to the Registration Statement (File No.
−Removed: 333-256121), filed with the SEC on June 28, 2021)
+Added: Amended and Restated Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2025)
10.41+ Form of Founder Equity Grant Agreement (incorporated by reference to Exhibit 10.40 of SRNG’s Form S-4/A (File No.
7 unchanged sentences
2021 Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024)
+Added: 10.45+ Compensation Adjustment Letter dated May 30, 2025, between Ginkgo Bioworks, Inc.
+Added: and Steven Coen (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2025)
+Added: 10.46 Sales Agreement, dated September 4, 2025, by and among the Ginkgo Bioworks Holdings, Inc.
+Added: and Allen & Company LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed with the SEC on Sept 4, 2025)
19.1* Insider Trading Compliance Policy
32 unchanged sentences
Jason Kelly (Principal Executive Officer)
−Removed: /s/ Mark Dmytruk Chief Financial Officer February 25, 2025
−Removed: Mark Dmytruk (Principal Financial Officer)
−Removed: /s/ Steven Coen Chief Accounting Officer February 25, 2025
−Removed: Steven Coen (Principal Accounting Officer)
+Added: /s/ Steven Coen Chief Financial Officer February 26, 2026
+Added: Steven Coen (Principal Financial Officer)
/s/ Shyam Sankar Director, Chair of the Board February 26, 2026
/s/ Ross Fubini Director February 26, 2026
−Removed: /s/ Kathy Hopinkah Hannan
−Removed: Director February 25, 2025
−Removed: Kathy Hopinkah Hannan
/s/ Christian Henry Director February 26, 2026
1 unchanged sentence
/s/ Sri Kosuri Director February 26, 2026
−Removed: /s/ Myrtle Potter Director February 25, 2025
−Removed: Myrtle Potter
−Removed: /s/ Reshma Shetty President, Chief Operating Officer and Director February 25, 2025
+Added: /s/ Reshma Shetty President and Director February 26, 2026
Reshma Shetty
14 unchanged sentences
Fair Value Measurements
+Added: Marketable Securities
Investments and Equity Method Investments
7 unchanged sentences
Segment Information
−Removed: Significant Collaborations Transactions with Related Parties
+Added: Significant Collaboration Agreements and Transactions with Related Parties
Employee Benefit Plan
Net Loss per Share
−Removed: Related Parties
+Added: Subsequent Events
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1 unchanged sentence
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Ginkgo Bioworks Holdings, Inc.
−Removed: and subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of Ginkgo Bioworks Holdings, Inc.
+Added: and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
1 unchanged sentence
These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Cell Engineering Revenue Recognition — Refer to Notes 2 and 15 to the financial statements
Critical Audit Matter Description
−Removed: The Company generates Cell Engineering revenue primarily through license and collaboration agreements, under which customers obtain rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms and derived products.
−Removed: Under these agreements, the Company typically provides research and development services, including granting a license to its intellectual property.
−Removed: Additionally, the customer may obtain license rights to the output of the Company’s services in order to commercialize the resulting output of such services.
+Added: The Company generates Cell Engineering revenue primarily through service and license agreements for its tools and solutions offerings.
Cell Engineering revenue was $133 million for the year ended December 31, 2025.
16 unchanged sentences
• We evaluated management’s ability to estimate total costs accurately by comparing actual costs to management’s historical estimates for performance obligations that have been fulfilled.
−Removed: Goodwill Impairment — Refer to Notes 2 and 8 to the financial statements
−Removed: Critical Audit Matter Description
−Removed: The Company’s assessment of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value.
−Removed: The Company used a discounted cash flow model and guideline public company method to estimate fair value of its Cell Engineering reporting unit, which requires management to make significant estimates and assumptions related to projected future operating results, discount rates, and peer company multiples.
−Removed: Changes in these assumptions could have a significant impact on either the fair value of the Cell Engineering reporting unit, the amount of any goodwill impairment charge, or both.
−Removed: As a result of an indicator of impairment, the Company performed an interim goodwill impairment assessment as of June 30, 2024, and determined that the fair value of the Cell Engineering reporting unit was less than its carrying value and that the goodwill was fully impaired.
−Removed: As a result, a goodwill impairment charge of $47.9 million was recorded in the year ended December 31, 2024.
−Removed: Given the Company’s determination of the fair value of its Cell Engineering reporting unit required management to make significant estimates and assumptions related to projected future operating results, discount rates, and peer company multiples, auditing the reasonableness of the assumptions used involved especially subjective judgment and an increased extent of effort, including the need to involve of our fair value specialists.
−Removed: We identified goodwill as a critical audit matter because of the significant judgments made by management to estimate the fair value of the Cell Engineering reporting unit.
−Removed: How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the projected future operating results, discount rates, and peer company multiples used by management to estimate the fair value of the Cell Engineering reporting unit included the following, among others:
−Removed: • We evaluated the reasonableness of management’s projected future operating results by comparing the projections to (1) historical operating results, (2) internal communications to management and the Board of Directors, (3) information included in analyst and industry reports as well as certain publicly available peer company information, and (4) comparing actual results to management’s historical forecasts.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, discount rates and peer company multiples by:
−Removed: ◦ Testing the source information underlying the determination of the discount rates and peer company multiples, and the mathematical accuracy of the calculations.
−Removed: ◦ Developing a range of independent estimates and comparing those to the discount rates and peer company multiples selected by management.
/s/ Deloitte & Touche LLP
5 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Ginkgo Bioworks Holdings, Inc.
−Removed: (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S.
+Added: We have audited the accompanying consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of Ginkgo Bioworks Holdings, Inc.
+Added: (the Company) for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with U.S.
generally accepted accounting principles.
20 unchanged sentences
Cash and cash equivalents $ 167,202 $ 561,572
+Added: Marketable securities 255,418 —
Accounts receivable, net 24,026 21,857
6 unchanged sentences
Intangible assets, net 56,924 72,510
−Removed: Goodwill — 49,238
Other non-current assets 47,167 55,336
20 unchanged sentences
Accumulated deficit ( 6,150,320 ) ( 5,837,557 )
−Removed: Accumulated other comprehensive (loss) income ( 1,806 ) 1,484
+Added: Accumulated other comprehensive income (loss) 1,851 ( 1,806 )
Total stockholders’ equity 508,590 716,058
28 unchanged sentences
Loss on investments ( 16,411 ) ( 28,827 ) ( 54,827 )
−Removed: (Loss) gain on deconsolidation of subsidiaries ( 7,013 ) ( 42,502 ) 31,889
+Added: Loss on deconsolidation of subsidiaries — ( 7,013 ) ( 42,502 )
Change in fair value of warrant liabilities — 5,701 5,168
−Removed: Other income, net 3,870 9,138 7,634
+Added: Other (expense) income, net ( 4,527 ) 3,870 9,138
Total other income (expense) 1,678 12,249 ( 28,534 )
2 unchanged sentences
Net loss $ ( 312,763 ) $ ( 547,029 ) $ ( 892,869 )
−Removed: Loss attributable to non-controlling interest — — ( 1,443 )
−Removed: Net loss attributable to Ginkgo Bioworks Holdings, Inc.
−Removed: stockholders $ ( 547,029 ) $ ( 892,869 ) $ ( 2,104,929 )
−Removed: Net loss per share attributable to Ginkgo Bioworks Holdings, Inc.
−Removed: common stockholders :
−Removed: Basic $ ( 10.54 ) $ ( 18.37 ) $ ( 50.15 )
−Removed: Diluted $ ( 10.54 ) $ ( 18.37 ) $ ( 50.20 )
+Added: Net loss per share $ ( 5.64 ) $ ( 10.54 ) $ ( 18.37 )
Weighted average common shares outstanding:
−Removed: Basic 51,894,639 48,610,507 41,976,537
−Removed: Diluted 51,894,639 48,610,507 41,995,972
+Added: 55,457,676 51,894,639 48,610,507
Comprehensive loss:
Net loss $ ( 312,763 ) $ ( 547,029 ) $ ( 892,869 )
−Removed: Other comprehensive (loss) income:
+Added: Other comprehensive income (loss):
Foreign currency translation adjustment 3,531 ( 4,782 ) 4,116
Reclassification of foreign currency translation adjustment realized upon sale of foreign subsidiary — 1,492 —
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Consolidated Statements of Operations and Comprehensive Loss
−Removed: (in thousands, except share data)
−Removed: Total other comprehensive (loss) income ( 3,290 ) 4,116 ( 917 )
+Added: Unrealized gain on available-for-sale securities 126 — —
+Added: Total other comprehensive income (loss) 3,657 ( 3,290 ) 4,116
Comprehensive loss $ ( 309,106 ) $ ( 550,319 ) $ ( 888,753 )
11 unchanged sentences
Tax withholdings related to net share settlement of equity awards ( 360 ) — ( 23 ) — — ( 23 )
−Removed: Issuance of common stock for business and asset acquisitions, net of issuance costs 2,862,931 — 279,745 — — — 279,745
−Removed: Issuance of common stock pursuant to public offering, net of issuance costs 1,034,597 1 98,909 — — — 98,910
+Added: Settlement of contingent consideration 96,198 — 8,896 — — 8,896
+Added: Issuance of common stock for asset acquisitions 119,278 — 6,820 — — 6,820
Issuance of common stock in exchange for services 50,587 — 2,500 — — 2,500
−Removed: Deconsolidation of subsidiaries — — — — — ( 55,408 ) ( 55,408 )
−Removed: Acquisition of non-controlling interests — — 7,390 — — ( 7,390 ) —
−Removed: Adoption of ASC 842 — — — 5,195 — — 5,195
−Removed: Stock-based compensation expense — — 1,945,247 — — 2,227 1,947,474
+Added: Forfeiture of restricted stock ( 1,407 ) — — — — —
+Added: Stock-based compensation expense and other — — 230,880 — — 230,880
Foreign currency translation — — — — 4,116 4,116
2 unchanged sentences
Issuance of common stock upon exercise or vesting of equity awards 1,783,763 — 543 — — 543
−Removed: Tax withholdings related to net share settlement of equity awards ( 360 ) — ( 23 ) — — — ( 23 )
+Added: Payment for fractional shares after reverse stock split — — ( 4 ) — — ( 4 )
Settlement of contingent consideration 1,385,532 — 14,742 — — 14,742
1 unchanged sentence
Issuance of common stock in exchange for services 361,579 — 4,799 — — 4,799
−Removed: Forfeiture of restricted stock ( 1,407 ) — — — — — —
−Removed: Stock-based compensation expense and other — — 230,880 — — — 230,880
+Added: Reclassification of foreign currency translation adjustment realized upon sale of foreign subsidiary — — — — 1,492 1,492
+Added: Stock-based compensation expense — — 112,344 — — 112,344
Foreign currency translation — — — — ( 4,782 ) ( 4,782 )
2 unchanged sentences
Issuance of common stock upon exercise or vesting of equity awards 1,798,041 — — — — —
−Removed: Payment for fractional shares after reverse stock split — — ( 4 ) — — — ( 4 )
−Removed: Settlement of contingent consideration 1,385,532 — 14,742 — — — 14,742
+Added: Issuance of common stock in ATM offering, net of $( 1,393 ) issuance costs
+Added: 1,940,550 — 18,078 — — 18,078
+Added: Release of 24,913 common shares from escrow related to acquisition
+Added: — — 1,237 — — 1,237
+Added: Issuance of common stock in settlement of purchase price holdback 102,922 1 776 — — 777
The accompanying notes are an integral part of these consolidated financial statements.
6 unchanged sentences
Stockholders’
−Removed: Issuance of common stock for asset acquisitions 802,038 — 36,801 — — — 36,801
−Removed: Issuance of common stock in exchange for services 361,579 — 4,799 — — — 4,799
Stock-based compensation expense — — 81,546 — — 81,546
−Removed: Reclassification of foreign currency translation adjustment realized upon sale of foreign subsidiary — — — — 1,492 — 1,492
−Removed: Foreign currency translation — — — — ( 4,782 ) — ( 4,782 )
+Added: Other comprehensive income — — — — 3,657 3,657
Net loss — — — ( 312,763 ) — ( 312,763 )
19 unchanged sentences
Change in fair value of contingent consideration liability ( 4,232 ) 3,214 9,168
−Removed: Loss (gain) on deconsolidation of subsidiaries 7,013 42,502 ( 31,889 )
+Added: Loss on deconsolidation of subsidiaries — 7,013 42,502
Impairment of long-lived assets — 5,796 121,404
3 unchanged sentences
Non-cash in-process research and development — 19,796 9,182
−Removed: Non-cash severance and retention bonus expense associated with an acquisition — — 6,152
+Added: Accretion of discount on marketable securities ( 3,390 ) — —
Other non-cash activity 2,064 1,224 3,194
13 unchanged sentences
Cash flows from investing activities:
+Added: Purchases of marketable debt securities ( 418,630 ) — —
+Added: Maturities of marketable debt securities 159,483 — —
+Added: Proceeds from sale of marketable debt securities 25,899 — —
Purchases of property and equipment ( 7,665 ) ( 62,541 ) ( 40,801 )
1 unchanged sentence
Business acquisitions, net of cash acquired — ( 5,400 ) —
−Removed: Asset acquisitions, net of cash acquired — — ( 7,639 )
Purchases of notes receivable — — ( 350 )
−Removed: $ 10,000 from related party)
−Removed: — ( 350 ) ( 40,000 )
−Removed: Proceeds from notes receivable — — 10,000
−Removed: Purchase of investment in equity securities — — ( 3,691 )
−Removed: Proceeds from sales of marketable securities 4,519 — —
+Added: Proceeds from sales of marketable equity securities — 4,519 —
Proceeds from sale of equipment 574 648 4,428
8 unchanged sentences
2025 2024 2023
+Added: Proceeds from ATM offering 19,469 — —
+Added: Payment of issuance costs related to ATM offering ( 1,340 ) — —
Proceeds from exercise of stock options — 84 93
1 unchanged sentence
Principal payments on finance leases ( 354 ) ( 897 ) ( 1,295 )
−Removed: Proceeds from public offering, net of issuance costs — — 99,303
Contingent consideration payment — ( 922 ) ( 1,411 )
Payment of equity issuance costs and other — ( 4 ) ( 580 )
−Removed: Net cash (used in) provided by financing activities ( 1,739 ) ( 3,216 ) 95,337
+Added: Net cash provided by (used in) financing activities 17,775 ( 1,739 ) ( 3,216 )
Effect of foreign exchange rates on cash and cash equivalents 201 ( 281 ) ( 588 )
10 unchanged sentences
Organization and Basis of Presentation
−Removed: The mission of Ginkgo Bioworks Holdings, Inc.
−Removed: (“Ginkgo” or the “Company”) is to make biology easier to engineer.
−Removed: The Company provides biological research and development services for customers across multiple markets and industries.
−Removed: Since inception, the Company has devoted its efforts to improving its platform for programming cells to enable customers to leverage biology to create impactful products across a range of industries.
−Removed: The Company’s platform comprises (i) equipment, robotic automation, software, data pipelines and tools, and standard operating procedures for high throughput cell engineering, fermentation, and analytics (referred to collectively as the “Foundry”), (ii) a library of proprietary biological assets and associated performance data (referred to collectively as “Codebase”), and (iii) the Company’s team of expert users, developers and operators of the Foundry and Codebase.
−Removed: The Company’s Biosecurity business provides services to government and commercial customers working to identify, monitor, prevent, mitigate, and ultimately protect humanity from biological threats.
+Added: Ginkgo Bioworks Holdings, Inc.'s (“Ginkgo” or the “Company”) mission is to make biology easier to engineer.
+Added: Ginkgo sells services to government and commercial customers in two business segments:
+Added: cell engineering , where we provide tools and biological R&D services across a range of industries, and biosecurity , where we provide services to customers who are working to identify, monitor, prevent, mitigate, and ultimately protect humanity from biological threats.
+Added: Cell Engineering
+Added: Ginkgo does not make end products;
+Added: instead, Ginkgo offers biological R&D services on our platform to enable our customers to bring their products to market.
+Added: Historically, Ginkgo’s primary service offering has been cell engineering R&D services (solutions) where Ginkgo performs technical activities.
+Added: In 2024, Ginkgo expanded its service offering to include services that provide our customers cell engineering tools for biological R&D, where Ginkgo enables its customers to conduct certain in-house R&D activities themselves.
+Added: Ginkgo's services are designed to offer customers better results on the dimensions of probability of success, speed, or cost – and ideally on all three.
+Added: Our Autonomous Lab is a flexible wet lab built from our Reconfigurable Automation Cart (“RAC”) systems capable of large scale data generation;
+Added: it powers generative AI and machine learning (“ML”) tools that enable more successful biological R&D.
+Added: Ginkgo's primary biosecurity customers are governments.
+Added: Ginkgo currently provides biosecurity services via two core offerings as introduced in early 2024:
+Added: • Canopy, which helps our customers generate high value genomic data from strategically positioned nodes (like airports and border checkpoints) via end-to-end biomonitoring programs;
+Added: • Horizon, our digital surveillance, analytics and insights platform that detects and monitors biothreats worldwide.
Summary of Significant Accounting Policies
5 unchanged sentences
All intercompany accounts and transactions have been eliminated.
−Removed: Reclassifications
−Removed: Certain prior year amounts have been reclassified for consistency with the current year presentation.
−Removed: In the accompanying consolidated balance sheet, $ 5.7 million in warrant liabilities as of December 31, 2023 were reclassified from warrant liabilities to other non-current liabilities.
−Removed: Total liabilities as of December 31, 2023 is not changed as a result of this reclassification.
−Removed: In the accompanying consolidated statements of cash flows, $ 1.0 million and $ 1.9 million were reclassified from amortization of finance lease right-of-use assets to other non-cash activity for the years ended December 31, 2023 and 2022, respectively.
−Removed: The total cash used in operating activities for the years ended December 31, 2023 and 2022 is not changed as a result of these reclassifications.
Reverse Stock Split
3 unchanged sentences
The number of shares reserved under the Company’s equity plans and the number of shares underlying awards outstanding under the Company’s equity plans was reduced proportionately.
−Removed: No fractional shares were issued in connection with the Reverse Stock Split.
−Removed: Shareholders entitled to receive a fractional share as a result of the Reverse Stock Split received a cash payment in lieu of such fractional shares.
−Removed: The number of authorized shares of common stock was not reduced.
+Added: No fractional shares were issued in connection with the
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
+Added: Reverse Stock Split.
+Added: Shareholders entitled to receive a fractional share as a result of the Reverse Stock Split received a cash payment in lieu of such fractional shares.
+Added: The number of authorized shares of common stock was not reduced.
Variable Interest Entities
10 unchanged sentences
Concentrations of Credit Risk
−Removed: Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, trade accounts receivable and notes receivable.
+Added: Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, trade accounts receivable, marketable securities and notes receivable.
The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits.
3 unchanged sentences
A portion of the Company’s Biosecurity revenue is derived from sales of services to foreign government agencies in certain developing countries.
+Added: The Company is exposed to credit risk on its marketable securities.
+Added: The Company ’ s policy is for no one issuer or group of issuers from the same holding company is to exceed 10% of the marketable securities portfolio at the time of purchase, with the exception of U.S.
+Added: government securities or agencies, U.S.
+Added: Treasuries, bank sweep and deposit programs and money market funds.
The Company’s maximum credit risk exposure with respect to notes receivable is equivalent to the carrying value of the notes as of the balance sheet date.
−Removed: The Company mitigates this risk by requiring collateral for certain notes and monitoring the counterparty’s financial condition.
+Added: For the year ended December 31, 2025, one customer in the Cell Engineering segment accounted for 15 % of the Company’s total revenue, while one customer in the Biosecurity segment accounted for 12 % of the Company’s total revenue.
For the year ended December 31, 2024, two customers in the Cell Engineering segment accounted for 13 % and 20 % of the Company’s total revenue, while one customer in the Biosecurity segment accounted for 16 % of the Company’s total revenue.
For the year ended December 31, 2023, one customer in the Cell Engineering segment and one customer in the Biosecurity segment accounted for 12 % and 11 %, respectively, of the Company's total revenue.
−Removed: For the year ended December 31, 2022, two customers in the Biosecurity segment each accounted for 11 % of the Company’s total revenue.
Cash and Cash Equivalents
3 unchanged sentences
Restricted Cash
−Removed: Restricted cash primarily includes cash balances collateralizing letters of credit associated with the Company’s facility leases and customer prepayments requiring segregation and restrictions in its use in accordance with the customer agreement.
+Added: Restricted cash primarily includes cash balances collateralizing letters of credit associated with the Company’s facility leases and customer prepayments requiring segregation and restrictions in its use in accordance with the customer
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Restricted cash is included in prepaid expenses and other current assets and other non-current assets on the consolidated balance sheet.
2 unchanged sentences
The allowance is calculated by considering previous loss history, delinquency of receivables balances, current economic conditions and anticipated future economic conditions in the geographies and industries in which the Company’s customers operate.
−Removed: To the extent an individual customer’s credit
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: quality deteriorates, the Company measures an allowance based on the risk characteristics of the individual customer.
+Added: To the extent an individual customer’s credit quality deteriorates, the Company measures an allowance based on the risk characteristics of the individual customer.
Once a receivable is deemed to be uncollectible, such balance is charged against the allowance.
1 unchanged sentence
Accounts receivable are net of an allowance for credit losses of $ 2.2 million and $ 1.9 million at December 31, 2025 and 2024, respectively.
+Added: There were no material changes in the allowance for credit losses for the years ended December 31, 2025 and 2024.
+Added: Marketable Securities
+Added: In 2025, the Company began investing its excess cash in marketable debt securities.
+Added: All debt securities are classified as available-for-sale at the time of purchase.
+Added: Available-for-sale debt securities, including those with maturities extending beyond one year, are classified as current assets on the balance sheet due to their highly liquid nature and because they are considered available for use in current operations.
+Added: Debt securities that are highly liquid and have original maturities of three months or less at the time of acquisition are classified as cash equivalents on the consolidated balance sheet.
+Added: The Company considers securities to be highly liquid if they can be readily converted to cash with an insignificant risk of changes in value, typically due to active markets and high credit quality.
+Added: Unrealized gains and losses on available-for-sale marketable debt securities that are not related to credit losses are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss.
+Added: Amortization of premium or accretion of discount, along with interest income earned on debt securities, is included in interest income, net.
+Added: Realized gains and losses, if any, are included in other income (expense), net, and the cost of securities sold is determined using the specific-identification method.
+Added: As of the balance sheet date, the Company evaluates its debt securities in an unrealized loss position to determine the extent of the loss, if any, that is attributable to expected credit losses.
+Added: Expected credit losses on debt securities are recorded as an allowance on the balance sheet, with an offsetting amount recognized in other income (expense), net, in the consolidated statements of operations and comprehensive loss.
+Added: To date, the Company has not recorded any credit losses on its marketable debt securities.
+Added: Marketable securities also includes equity securities of publicly-traded companies that are considered to be available for use in current operations.
+Added: Equity securities of publicly-traded companies that are not considered to be available for use in current operations are presented within investments on the consolidated balance sheet.
Property, Plant and Equipment, net
11 unchanged sentences
Expenditures for maintenance and repairs are expensed as incurred.
−Removed: When assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the balance sheet and any resulting gain or loss is recorded in the consolidated statements of operations and comprehensive loss.
+Added: When assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the balance sheet and any resulting gain or loss is recorded in
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: the consolidated statements of operations and comprehensive loss.
Construction in progress relates to assets which have not been placed in service as of the period end.
10 unchanged sentences
When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero.
−Removed: The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2024, 2023 and 2022, other than dissolution costs for Joyn Bio, LLC in 2022 (see Notes 4 and 7 ).
+Added: The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2025, 2024 and 2023.
The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable.
1 unchanged sentence
An impairment that is other-than-temporary is recognized in the period identified.
−Removed: The Company has no t
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: recognized an impairment loss related to its equity method investments for the years ended December 31, 2024, 2023 and 2022.
+Added: The Company has no t recognized an impairment loss related to its equity method investments for the years ended December 31, 2025, 2024 and 2023.
The Company may elect the fair value option for its equity method investments on an investment-by-investment basis.
2 unchanged sentences
Investments in marketable equity securities or warrants of publicly-traded companies are measured at fair value with subsequent changes in fair value recorded in loss on investments in the consolidated statements of operations and comprehensive loss.
−Removed: Marketable equity securities are classified as non-current on the balance sheet as they are not currently available for sale.
+Added: Marketable equity securities are classified as non-current on the balance sheet if they are not currently available for sale.
Investments in non-marketable equity securities of privately-held companies and SAFEs, which do not have readily determinable fair values, are carried at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
Each period the Company assesses relevant transactions to identify observable price changes, and the Company regularly monitors these investments to evaluate whether there is an indication of impairment.
−Removed: The Company evaluates whether an investment’s fair value is less than its carrying value using an estimate of fair value, if such an estimate is available.
+Added: An equity security without a readily determinable fair value is written down to its fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: investment is less than its carrying value.
For periods in which there is no estimate of fair value, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the value of the investment.
13 unchanged sentences
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: The Company valued its money market fund holdings, notes receivable, marketable equity securities, warrant liabilities and contingent consideration liabilities at fair value on a recurring basis.
+Added: The Company valued its money market fund holdings, notes receivable marketable debt securities, marketable equity securities, warrant liabilities and contingent consideration liabilities at fair value on a recurring basis.
The carrying amounts of the Company’s other financial instruments, which include accounts receivable, certain prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to their short-term nature.
12 unchanged sentences
The operating results of an acquisition are included in the Company’s consolidated financial statements as of the acquisition date.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Intangible Assets, net
9 unchanged sentences
No impairment losses were recognized during the years ended December 31, 2025, and 2023.
−Removed: The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), (“ASC 842”) on January 1, 2022 using the modified retrospective approach with a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption.
−Removed: In accordance with ASC 842, the Company determines if an arrangement is or contains a lease at contract inception based on the terms and conditions in the contract.
+Added: In accordance with ASC 842, Leases , the Company determines if an arrangement is or contains a lease at contract inception based on the terms and conditions in the contract.
A contract contains a lease if there is an identified asset and the Company has the right to control the asset.
3 unchanged sentences
The Company’s ROU assets balance is increased by any initial direct costs and reduced by lease incentives received or expected to be received.
−Removed: Some of the Company's
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: leases include options to extend or terminate the lease;
+Added: Some of the Company's leases include options to extend or terminate the lease;
these options are included in the lease term for calculations of its ROU assets and liabilities when it is reasonably certain that the Company will exercise those options.
12 unchanged sentences
The Company’s incremental borrowing rate is based on management’s estimate of the rate of interest the Company would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Revenue Recognition
5 unchanged sentences
The Company generates Cell Engineering service revenue by providing end-to-end cell engineering solutions and tools to customers.
−Removed: Cell engineering solutions offerings consist of the Company's license and collaboration agreements, under which customers obtain rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms and derived products.
−Removed: Under these agreements, the Company typically provides research and development services, including granting a license to its intellectual property.
−Removed: Additionally, the customer obtains license rights to the output of the Company’s services in order to commercialize the resulting output of such services.
−Removed: Generally, the terms of these agreements provide that the Company receives some combination of:
−Removed: (1) service fees in the form of (i) upfront payments upon consummation of the contract or other fixed payments, (ii) reimbursement for costs incurred for research and development services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (i) milestone payments upon the achievement of specified commercial criteria, (ii) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing contract and (iii) royalties related to cost of goods sold reductions realized by customers.
−Removed: Cell engineering tools, launched in the third quarter of 2024, consist of several service offerings, including Datapoints, an artificial intelligence (AI) model application programming interface (API), and lab automation solutions.
−Removed: Datapoints' data generation products provide large, biological datasets for customers to train their AI models, synthesizing and testing the output of customer existing models, and generating datasets for lead selection, hit selection, or a variety of other data science applications.
−Removed: The Company's model API provides users with access to both publicly available models and Ginkgo’s
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: own protein sequence large language model (LLM) trained on Ginkgo’s proprietary datasets.
−Removed: The Company's lab automation solutions combine modular hardware, control software and managed support to provide customers the ability to automate their own lab workflows in house.
−Removed: The amount of revenue recognized from these new Cell Engineering offerings is not significant for the year ended December 31, 2024.
−Removed: The Company’s collaboration and licensing agreements often contain multiple promises, including (i) licenses and assignments of intellectual property and materials and (ii) research and development services, and the Company determines whether each of the promises is a distinct performance obligation based on the nature of each contract.
−Removed: As the Company is generally performing research and development services that are highly integrated and interrelated to the licenses and assignments of intellectual property and materials, the promises are generally inseparable and therefore not distinct.
−Removed: As such, the Company typically combines the research and development services, licenses, and assignments into a single performance obligation.
−Removed: However, for certain contracts, the Company only grants licenses or effects such transfers and assignments upon the successful completion of the research and development services or delivery of a developed product.
−Removed: For these contracts, the Company typically considers (i) the research and development services and (ii) the licenses, transfers, and assignments as distinct performance obligations, as each is transferred separately and has a separately identifiable benefit to the customer.
+Added: We generate Cell Engineering revenue primarily through service and license agreements for our tools and solutions offerings.
+Added: Under our automation solutions agreements we typically provide services related to the design, build, and deployment of our RAC systems as well as ongoing support services.
+Added: These agreements typically include a fee for the sale and installation of RAC hardware and a fee for follow on support services and control software.
+Added: Datapoints agreements typically include fixed fees for services related to producing a data package for our customers and are earned over a shorter time period than legacy cell engineering solutions projects.
+Added: Under our solutions agreements, we typically provide R&D services for cell programming with the goal of producing an engineered cell that meets a mutually agreed specification.
+Added: Our customers obtain license rights to the output of our services, which are primarily the optimized strains or cell lines, in order to manufacture and commercialize products derived from that licensed strain or cell line.
+Added: Generally, the terms of these agreements provide that we receive some combination of:
+Added: (1) service fees in the form of (i) upfront payments upon consummation of the agreement or other fixed payments, (ii) reimbursement for costs incurred for R&D services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (i) milestone payments upon the achievement of specified commercial criteria, (ii) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing agreement and/or (iii) royalties related to cost of goods sold reductions realized by our customers.
+Added: Royalties did not comprise a material amount of our revenue during any of the periods presented.
+Added: Cell Engineering revenue has historically included transactions with Platform Ventures and Legacy Structured Partnerships where we received non-cash consideration in the form of equity interests and financial instruments that are convertible into equity upon a triggering event.
+Added: We view the upfront non-cash consideration as prepayments for licenses which will be granted in the future as we complete mutually agreed upon technical development plans.
+Added: In these instances, we also receive cash consideration for the R&D services performed by us on a fixed fee or cost-plus basis.
+Added: We are not compensated through additional milestone or royalty payments under these arrangements.
+Added: As we perform R&D services under the mutually agreed upon development plans, we recognize a reduction in the prefunded obligation on a cost-plus basis.
+Added: In some cases we issued the customer a prepaid Cell Engineering services credit in exchange for the upfront non-cash consideration, which can and has been drawn down as payment for R&D services performed under mutually agreed upon development plans.
+Added: These arrangements are further described in Notes 7 , 8 , and 1 7 .
Options to acquire additional distinct goods and services are evaluated to determine if such options provide a material right to the customer that it would not have otherwise received without entering into the contract.
8 unchanged sentences
Milestone payments are generally not included in the transaction price until the milestone is achieved.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Certain agreements include payment in the form of equity securities or other financial instruments that convert into equity upon a triggering event.
3 unchanged sentences
Changes in these assumptions can materially affect the fair value of the non-cash consideration and, consequently, the total revenue recognized for the contract.
−Removed: The Company did not have material non-cash consideration included in contracts entered into during 2024, but does continue to recognize non-cash revenue from contracts originating in prior periods.
+Added: The Company did not have material non-cash consideration included in contracts entered into during the years ended December 31, 2025 and 2024, but does continue to recognize non-cash revenue from contracts originating in prior periods.
For agreements with promises that are combined into a single performance obligation, the entire transaction price is allocated to the single performance obligation.
4 unchanged sentences
The key assumptions utilized in determining the standalone selling price for each performance obligation include development timelines, estimated research and development costs, commercial markets, likelihood of exercise (in the case of options considered to be material rights), and probabilities of success.
−Removed: For agreements where licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time when the license is effectively granted, as the
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: licenses or assignments represent functional intellectual property.
+Added: For agreements where licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time when the license is effectively granted, as the licenses or assignments represent functional intellectual property.
For agreements where licenses and research and development services are combined into a single performance obligation, the Company recognizes revenue over the performance period using the cost-to-cost method.
This method measures progress based on the ratio of costs incurred to date to total estimated costs, as it best reflects the transfer of control to the customer for obligations satisfied over time.
+Added: For automation sales the Company typically recognizes revenue at a point in time at which the hardware has been installed and passed acceptance testing at the customer site.
+Added: The ongoing support services are recognized over time on a straight line basis over the related support period.
The Company evaluates its measure of progress to recognize revenue at each reporting period and, as necessary, adjusts the measure of progress and related revenue recognition.
9 unchanged sentences
Upon the execution of a specific TDP, the Company reclassifies the estimated consideration to be earned under that TDP within the next twelve months as current deferred revenue.
−Removed: The Company also classifies unexercised material rights related to future TDPs as deferred revenue, net of current portion on the consolidated balance sheet.
+Added: The Company also classifies unexercised material rights related to future TDPs as deferred revenue, net of current portion on the consolidated balance
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
When a TDP is executed, and the material right is exercised, the amount allocated to the material right, which will be earned within the next twelve months, is reclassified to current deferred revenue.
All other deferred revenue is classified as current or non-current based on the timing of when the Company expects to earn the underlying revenue based upon the projected progress of activities under the TDP.
−Removed: As of December 31, 2024 any costs to obtain contracts with customers were immaterial.
+Added: Through December 31, 2025 any costs to obtain contracts with customers were immaterial.
Biosecurity Revenue
9 unchanged sentences
Service revenue is generally recognized over time using the time elapsed method as the related services are performed, which best depicts the pattern of transfer to the customer.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: The Company’s contracts with customers are generally two years or less in length and contain a fixed amount of consideration.
+Added: The Company’s contracts with customers are generally three years or less in length and contain a fixed amount of consideration.
Under typical payment terms for testing services, amounts are billed monthly in arrears for services performed or in advance based on contractual billing terms.
10 unchanged sentences
Such costs primarily include hardware, software, materials and labor.
−Removed: Costs related to the Company’s end-to-end cell engineering solutions offering are included in research and development expenses.
+Added: Costs related to the Company’s end-to-end cell engineering solutions offering in which the Company retains rights to intellectual property are included in research and development expenses.
Research and Development Costs
1 unchanged sentence
Research and development costs consist of direct and indirect internal costs related to specific projects and initiatives, acquired intellectual property deemed to be in-process research and development, as well as fees paid to other entities that conduct certain research and development activities on the Company’s behalf.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
The Company expenses all costs as incurred in connection with the filing, prosecution, maintenance, defense, and enforcement of patent applications, including direct application fees and related legal and consulting expenses.
13 unchanged sentences
The risk-free interest rate is based on the yield available on U.S.
−Removed: Treasury zero-coupon issues similar in duration to
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: the expected term of the stock options.
+Added: Treasury zero-coupon issues similar in duration to the expected term of the stock options.
The Company has not paid, and does not expect to pay, dividends in the foreseeable future.
14 unchanged sentences
As of December 31, 2025 and 2024, the Company did no t have any uncertain tax positions.
−Removed: The Company does not expect a material change in unrecognized tax benefits in the next twelve months.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: On July 4, 2025, a budget and reconciliation package known as the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States.
+Added: Among other provisions, the OBBBA amends U.S.
+Added: tax law including the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.
+Added: The OBBBA did not have a material impact on the Company’s consolidated financial statements or related disclosures.
Comprehensive Loss
Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources.
−Removed: Other comprehensive loss consists of foreign currency translation adjustments.
+Added: Other comprehensive loss consists of foreign currency translation adjustments and unrealized gains on available-for-sale securities.
Net Loss per Share
6 unchanged sentences
Recently Adopted Accounting Pronouncements
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023-07, Segment Reporting (Topic 280) .
−Removed: This standard requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, as well as other segment items and a description of its components.
−Removed: Additionally, it requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
−Removed: The ASU does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.
−Removed: The Company adopted the standard on January 1, 2024.
−Removed: The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.
−Removed: In June 2022, the FASB issued ASU No.
−Removed: 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .
−Removed: This standard clarifies that contractual restrictions on the sale of an equity security are not considered part of the unit of account for the equity security and, therefore, are not factored into the measurement of fair value.
−Removed: It also introduced new disclosure requirements for equity securities subject to such contractual sale restrictions.
−Removed: The Company adopted this standard on January 1, 2024.
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, Income Taxes (Topic 740), which focuses on improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
+Added: The amendments in this ASU require that public business entities on an annual basis (1) disclose specific categories in the tabular rate reconciliation, using both percentages and reporting currency amounts, and (2) provide additional information for reconciling items that meet a quantitative threshold.
+Added: In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.
+Added: The amendments should be applied on a prospective basis, with retrospective application permitted.
+Added: The Company adopted this standard on January 1, 2025 using the prospective method.
The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.
8 unchanged sentences
The Company is currently evaluating the impact that this ASU will have on its disclosures in the consolidated financial statements.
−Removed: In December 2023, the FASB issued ASU No.
−Removed: 2023-09, Income Taxes (Topic 740), which focuses on improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
−Removed: The amendments in this ASU require that public business entities on an annual basis (1) disclose specific categories in the tabular rate reconciliation, using both percentages and reporting currency amounts, and (2) provide additional information for reconciling items that meet a quantitative threshold.
−Removed: In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.
−Removed: The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: The amendments should be applied on a prospective basis, with retrospective application permitted.
−Removed: The Company is currently evaluating the impact that this ASU will have on its disclosures in the consolidated financial statements.
Restructuring
1 unchanged sentence
This plan includes a reduction in labor expenses, primarily through a workforce reduction of more than 50 %, and the consolidation and subleasing of certain facilities.
−Removed: Initial workforce reductions commenced in June 2024 and continued throughout 2024, with further reductions expected in 2025.
−Removed: All workforce reductions are expected to be substantially completed in 2025, subject to compliance with applicable laws.
−Removed: The Company plans to consolidate certain facilities through various actions, including combining office and laboratory operations into fewer locations, subleasing unused or underutilized facilities, and has taken or plans to take other related measures, such as the sale of its subsidiary, Altar, in the third quarter of 2024 (see Note 4 ).
−Removed: While the Company aims to complete the majority of its facility consolidation actions in 2025, the actual timing may vary, especially for subleasing unused or underutilized facilities, which may extend beyond 2025 or may not occur prior to termination of such lease, depending on market conditions.
+Added: Initial workforce reductions commenced in June 2024 and continued throughout 2025.
+Added: All reductions were substantially complete in 2025.
+Added: The Company has consolidated certain facilities through various actions, including
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: combining office and laboratory operations into fewer locations, subleasing unused or underutilized facilities, and has taken or plans to take other related measures, such as the sale of its subsidiary, Altar, in the third quarter of 2024 (see Note 4 ).
+Added: While the Company completed the majority of its facility consolidation actions in 2025 we continue to look for opportunities for subleasing unused or underutilized facilities, which will extend beyond 2026 or may not occur prior to termination of such lease, depending on market conditions.
Additionally, restructuring expenses related to potential asset impairments or contract amendments or terminations for any facilities no longer in use or underutilized could be material.
2 unchanged sentences
The Company is currently unable to estimate the costs associated with consolidating its facilities.
−Removed: These costs may include, but
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: are not limited to, losses on subleases, contract terminations, asset impairments, sale or disposal of equipment or other long-lived assets, and related costs and fees pertaining to the consolidation, closure, or disposition of facilities.
+Added: These costs may include, but are not limited to, losses on subleases, contract terminations, asset impairments, sale or disposal of equipment or other long-lived assets, and related costs and fees pertaining to the consolidation, closure, or disposition of facilities.
Additional charges may be incurred as the Company progresses its restructuring plan and such charges could be material.
−Removed: The following table presents restructuring costs incurred during the year ended December 31, 2024, which are recorded as “Restructuring charges” in the consolidated statements of operations and comprehensive loss (in thousands):
+Added: The following table presents restructuring costs incurred during the years ended December 31, 2025 and 2024, which are recorded as “Restructuring charges” in the consolidated statements of operations and comprehensive loss (in thousands):
Year Ended December 31,
6 unchanged sentences
Employee Termination Costs and Other
+Added: Liability balance at December 31, 2024 $ 2,854
Expenses incurred 11,398
5 unchanged sentences
(“AgBiome”), a biotechnology company in the agriculture industry.
−Removed: These assets expand the Company’s proprietary unified metagenomics database.
+Added: These assets expanded the Company’s proprietary unified metagenomics database.
The fair value of the consideration transferred totaled $ 18.2 million and was paid with the issuance of 407,240 shares of Ginkgo's Class A common stock.
−Removed: The Company accounted for the transaction as an asset acquisition since substantially all of the value received was concentrated in the acquired developed technology, which is being amortized over a useful life of three years .
+Added: The Company accounted for the transaction as an asset
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: acquisition since substantially all of the value received was concentrated in the acquired developed technology, which is being amortized over a useful life of three years .
2024 Other Asset Acquisitions
8 unchanged sentences
The secondary closing was finalized in October 2023.
−Removed: The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: assets acquired was concentrated in a single identifiable asset.
+Added: The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in a single identifiable asset.
The fair value of the consideration transferred totaled $ 7.6 million and consisted of 119,278 shares of Ginkgo’s Class A common stock valued at $ 6.8 million and a $ 0.8 million contingent holdback, all of which was expensed as in-process research and development during the year ended December 31, 2023.
+Added: On May 9, 2025, we issued a total of 102,922 shares of our Class A common stock to StrideBio, Inc., in settlement of the $ 0.8 million contingent holdback amount.
The APA, as amended, also provides for royalty payments of up to $ 21.3 million as described in Note 12 .
−Removed: 2022 Zymergen Acquisition
−Removed: On October 19, 2022 (the “Zymergen Closing Date”), the Company acquired all of the outstanding equity of Zymergen Inc.
−Removed: (“Zymergen”), a former company that specialized in integrating computational and manufacturing technologies to design, develop, and commercialize bio-based products across a broad range of industries (the “Zymergen Acquisition”).
−Removed: Under the merger agreement (“Agreement and Plan of Merger”), on the Zymergen Closing Date, each share of Zymergen common stock that was issued and outstanding as of immediately prior to the effective time was automatically cancelled, extinguished and converted into the right to receive 0.0229 shares of the Company’s Class A common stock and cash in lieu of any fractional shares.
−Removed: The following table summarizes the acquisition date fair value of the purchase price consideration transferred for Zymergen (in thousands):
−Removed: Fair value of Class A common stock issued to Zymergen shareholders (1)
−Removed: Fair value of replacement Ginkgo RSUs and Ginkgo Class A common stock issued under Zymergen RIFs attributable to pre-combination services (2)
−Removed: Cash severance and retention bonuses incurred for the benefit of the combined company (3)
−Removed: Total Zymergen purchase price consideration $ 231,750
−Removed: (1) As consideration for the Zymergen Acquisition, the Company delivered to Zymergen stockholders 2,485,573 shares of its Class A common stock, of which approximately 2,421,490 represents consideration transferred for the Zymergen Acquisition under ASC 805.
−Removed: The fair value of the Company’s Class A common stock issued as consideration transferred was determined based on $ 97.60 per share, which was the closing price of the Company’s Class A common stock on the Zymergen Closing Date.
−Removed: An immaterial amount related to the incremental value received by the holders of Zymergen stock options was excluded from total consideration transferred and recognized as post-combination compensation expense.
−Removed: (2) Represents the fair value of the replacement Ginkgo RSUs and Ginkgo Class A common stock issued under the Zymergen RIFs attributable to pre-combination services.
−Removed: The remaining portion of the fair value is associated with future service and was recognized as stock-based compensation expense in the period subsequent to the Zymergen Acquisition over the remaining service period.
−Removed: (3) Represents cash bonuses payable to Zymergen employees in accordance with Zymergen severance and retention plans at the Zymergen Closing Date.
−Removed: These payments were determined to be for the benefit of the combined company, and accordingly, a portion of the fair value otherwise recognized as consideration transferred was allocated to post-combination compensation expense.
−Removed: The Zymergen Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations ("ASC 805").
−Removed: The Company allocated the consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date.
−Removed: During 2023, as a result of updated information about facts and circumstances that existed at the acquisition date regarding the collectability of an acquired accounts receivable balance and accrued expenses under a collaboration agreement, the Company recorded a measurement period adjustment to the estimated fair values initially recorded as of October 19, 2022, which resulted in a decrease to goodwill of $ 2.2 million, an increase to accounts receivable of $ 1.8 million, and a decrease to accrued expenses and other current liabilities of $ 0.4 million.
−Removed: Goodwill was primarily attributed to Zymergen’s assembled workforce and the expected synergies from combining operations and was assigned to the Cell Engineering segment.
−Removed: Goodwill is not tax deductible.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):
−Removed: Final Allocation
−Removed: Cash and cash equivalents $ 150,553
−Removed: Accounts receivable 2,817
−Removed: Inventory 1,166
−Removed: Prepaid expenses and other current assets 11,592
−Removed: Property and equipment 97,194
−Removed: Operating lease right-of-use assets 205,349
−Removed: Intangible assets 18,600
−Removed: Goodwill 10,660
−Removed: Other non-current assets 11,898
−Removed: Accounts payable ( 13,907 )
−Removed: Deferred revenue ( 8,189 )
−Removed: Accrued expenses and other current liabilities ( 55,541 )
−Removed: Operating lease liabilities ( 194,582 )
−Removed: Deferred tax liability ( 5,690 )
−Removed: Other non-current liabilities ( 171 )
−Removed: Net assets acquired $ 231,750
−Removed: The fair value of intangible assets was determined using the relief from royalty method of the income approach.
−Removed: The fair value measurements were primarily based on significant inputs not observable in the market and thus represent a Level 3 measurement.
−Removed: The significant inputs used included the estimated annual net cash flows (including projected revenues attributable to the asset, royalty rates and obsolescence rates), and the discount rate that reflects the risks inherent in the future cash flows.
−Removed: Property and equipment is mostly comprised of lab equipment, leasehold improvements and construction in progress.
−Removed: The fair value of property and equipment was primarily determined using the cost approach, which estimates fair value by determining the replacement or reproduction cost of an asset of comparable utility, adjusted for loss in value due to depreciation and economic obsolescence.
−Removed: The following table presents the final purchase price allocation and remaining useful lives for identifiable intangible assets acquired as of the acquisition date (in thousands):
−Removed: Estimated fair value Estimated useful life (in years)
−Removed: Developed technology $ 14,900 10
−Removed: Database 3,700 7
−Removed: Total $ 18,600
−Removed: In conjunction with the Agreement and Plan of Merger, Zymergen initiated a reduction-in-workforce implemented in stages (each a “RIF”) for the benefit of the combined company.
−Removed: Under the RIFs, employees received enhanced severance benefits consisting of cash bonuses and accelerated vesting of their outstanding Zymergen restricted stock units ("Zymergen RSU").
−Removed: These benefits were triggered upon a change in control occurring within twelve months of the employee’s termination date.
−Removed: The Company recognized $ 11.1 million in cash-based severance and stock-based compensation costs in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 related to the RIFs.
−Removed: In August and September 2022, Zymergen also approved the grant of retention bonuses to certain employees denominated in cash and/or Zymergen RSUs designed to retain and reward key talent of Zymergen during the pendency of the proposed Zymergen Acquisition and thereafter.
−Removed: These retention bonuses were deemed for the benefit of the combined company.
−Removed: A portion of the retention bonuses vested and became payable upon the closing of the Zymergen Acquisition, with the remaining portion recognized as post-combination compensation expense over the requisite service period.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: recognized $ 7.4 million in cash-based retention and stock-based compensation costs in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.
−Removed: The Company’s revenue and net loss for the year ended December 31, 2022 included $ 2.2 million and $ 26.0 million, respectively, from Zymergen since the Zymergen Closing Date.
−Removed: The Company incurred transaction and integration costs of $ 11.9 million during fiscal year 2022, which were included in general and administrative expenses, inclusive of a success fee which was partly paid in 8,182 shares of Ginkgo Class A common stock.
−Removed: Additionally, the Company incurred $ 1.7 million of equity issuance costs during fiscal year 2022, which were included in additional paid-in capital in the consolidated balance sheet.
2023 Zymergen Bankruptcy and Deconsolidation
−Removed: On October 3, 2023, Zymergen and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Zymergen Bankruptcy”) in the U.S.
+Added: On October 3, 2023, the Company’s former subsidiary, Zymergen, Inc.
+Added: (“Zymergen”), and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Zymergen Bankruptcy”) in the U.S.
Bankruptcy Court for the District of Delaware (“Bankruptcy Court”).
Neither the Company nor any of its other subsidiaries filed for bankruptcy protection.
−Removed: Zymergen has been operated as a distinct legal entity, separate and apart from the Company, since it was acquired in October 2022.
+Added: Zymergen had been operated as a distinct legal entity, separate and apart from the Company, since it was acquired in October 2022.
Shortly after its acquisition, the Company entered into a non-exclusive license with Zymergen with respect to Zymergen’s intellectual property, including its databases, automation, and software capabilities.
9 unchanged sentences
Zymergen’s results of operations were removed from the Company’s consolidated statements of operations and comprehensive loss beginning October 3, 2023.
−Removed: The historical financial results for Zymergen have not been classified as a discontinued operation because it does not represent a strategic shift with a major effect on the Company's operations and financial results.
−Removed: The following table presents Zymergen’s consolidated assets and liabilities which have been deconsolidated from the Company's consolidated balance sheet as of October 2, 2023.
−Removed: The amounts presented are before the elimination of intercompany balances.
+Added: The historical financial results for Zymergen have not been classified as a
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
+Added: discontinued operation because it does not represent a strategic shift with a major effect on the Company's operations and financial results.
+Added: The following table presents Zymergen’s consolidated assets and liabilities which have been deconsolidated from the Company's consolidated balance sheet as of October 2, 2023.
+Added: The amounts presented are before the elimination of intercompany balances.
October 2, 2023
20 unchanged sentences
The following table presents Zymergen’s results of operations for the periods presented, included in the Company's consolidated statements of operations and comprehensive loss prior to the elimination of intercompany balances.
−Removed: Period from January 1, 2023 - October 2, 2023 Period from October 19, 2022 - December 31, 2022
+Added: Period from January 1, 2023 - October 2, 2023
Total revenue $ 8,370
8 unchanged sentences
The employee leasing charges were considered intercompany transactions and were eliminated in the Company's consolidated financial statements.
−Removed: As of the deconsolidation date, the employee leasing charges were considered related party transactions and have been recognized in the Company's consolidated financial statements.
−Removed: Employee lease expense totaled $ 4.9 million for the period from October 3, 2023 to December 31, 2023, and was immaterial during fiscal 2024.
−Removed: The Company had
+Added: As of the deconsolidation date, the employee leasing charges were considered related party transactions and
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: $ 1.7 million due to Zymergen as of December 31, 2023, included in accrued expenses and other current liabilities on the balance sheet.
+Added: have been recognized in the Company's consolidated financial statements.
+Added: Employee lease expense totaled $ 4.9 million for the period from October 3, 2023 to December 31, 2023, and was immaterial during fiscal 2024.
+Added: The Company had $ 1.7 million due to Zymergen as of December 31, 2023, included in accrued expenses and other current liabilities on the balance sheet.
This amount was subsequently paid in fiscal 2024.
3 unchanged sentences
All of the Company’s interests in the Zymergen entities were extinguished and terminated as of February 23, 2024.
−Removed: The acquisition under the Zymergen APA was accounted for as a business combination in accordance with ASC 805 and was not material to the Company's consolidated financial statements.
+Added: The acquisition under the Zymergen APA was accounted for as a business combination in accordance with ASC 805, Business Combinations , and was not material to the Company's consolidated financial statements.
The total cash purchase price was $ 6.2 million, with $ 5.4 million paid at closing and $ 0.8 million released from escrow.
2 unchanged sentences
Transaction costs associated with the Zymergen APA were not material for the year ended December 31, 2024.
−Removed: 2022 Bayer Acquisition and Joint Venture Dissolution
−Removed: On October 17, 2022, the Company completed an asset purchase under the Asset Purchase Agreement (“APA”) with Bayer CropScience LP, a Delaware limited partnership (“Bayer”).
−Removed: Pursuant to the APA, the Company acquired certain assets and liabilities of Bayer, including Bayer’s 175,000 -square-foot West Sacramento Biologics Research & Development site, team, and internal discovery and lead optimization platform.
−Removed: Concurrently with the APA, Bayer and Ginkgo entered into the Joint Venture Termination Agreement (“JV Termination Agreement”) and the Technical Development Agreement (“Bayer TDA”).
−Removed: The JV Termination Agreement initiated the dissolution of Joyn Bio, LLC (“Joyn Bio”), the joint venture created by Ginkgo and Bayer in 2017, and provided for the disbursement of contributed intellectual property back to the respective owners, the disbursement of joint ownership of certain intellectual property rights created by Joyn Bio, including with respect to Joyn Bio’s nitrogen fixation technology to each party, the disbursement of property and equipment as agreed to by the parties, the assumption by Ginkgo of Joyn Bio's two real estate leases and the transfer of certain employees to Ginkgo.
−Removed: Under the Bayer TDA, (i) Ginkgo granted Bayer exclusive licenses to Ginkgo’s joint ownership right, title and interest to Joyn Bio’s nitrogen fixation intellectual property, (ii) for a three-year period, the parties will research, develop and produce microbial strains and related processes to enable the research, development, production, manufacturing and commercialization of Bayer products in agriculture as part of cell programs pursuant to TDPs agreed to by the parties, including one targeted to nitrogen fixation and (iii) for a three-year period, Ginkgo will provide certain non-cell-engineering services to Bayer related to product support as described in statements of work agreed to by the parties.
−Removed: In consideration for all programs, services and related licenses, Ginkgo will receive $ 90.0 million in equal quarterly installments over the three-year term plus royalties on worldwide net sales of certain Bayer products developed under the Bayer TDA.
−Removed: The APA, JV Termination Agreement and Bayer TDA were accounted for as a single transaction as they were entered into at the same time and in contemplation of one another, the occurrence of each agreement was dependent on the occurrence of the other agreements, and the work performed under the Bayer TDA will utilize the tangible assets acquired from Bayer under the APA and the IP distributed to Ginkgo under the JV Termination Agreement.
−Removed: The assets acquired under the APA and JV Termination Agreement meet the definition of a business and were accounted for under ASC 805.
−Removed: The Bayer TDA was accounted for under ASC 606.
−Removed: A summary of the purchase price relating to the business combination is as follows (in thousands):
−Removed: Cash $ 79,825
−Removed: Fair value of previously held equity interest in Joyn Bio 14,000
−Removed: Fair value of notes receivable from Joyn Bio 10,119
−Removed: Total purchase consideration $ 103,944
−Removed: Prior to the completion of the business combination, the Company, through its then majority-owned holding company Cooksonia, LLC (“Cooksonia”), held a 50 % equity interest in Joyn Bio that was accounted for as an equity method investment.
−Removed: The Company remeasured its 50 % equity interest in Joyn Bio at fair value as of the acquisition date and recorded a gain of $ 14.0 million equal to the difference between the carrying value of its equity method investment in Joyn
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Bio of zero and the fair value of $ 14.0 million on the acquisition date.
−Removed: The gain is included within loss on equity method investments in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.
−Removed: Additionally, prior to the completion of the business combination, Joyn Bio had issued to Ginkgo a series of convertible promissory notes in the aggregate principal amount of $ 10.0 million (see Note 20 ).
−Removed: The notes were effectively settled as part of the business combination and were included as part of the consideration transferred for the business combination.
−Removed: The carrying value of the notes prior to the acquisition was $ 4.8 million due to losses attributable to the equity method investment being allocated to the notes receivable as a result of the equity method investment being reduced to zero during the year ended December 31, 2022.
−Removed: The Company recorded a gain on the notes receivable of $ 5.3 million within other income, net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 for the excess of the $ 10.1 million outstanding principal and accrued interest over their carrying value of the notes.
−Removed: The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):
−Removed: Property, plant, and equipment $ 83,951
−Removed: Intangible assets 11,500
−Removed: Goodwill 11,172
−Removed: Deferred tax liability ( 2,679 )
−Removed: Net assets acquired $ 103,944
−Removed: The fair value of Ginkgo’s equity interest in Joyn Bio pre-dissolution was determined using a discounted cash flow method.
−Removed: The fair value of intangible assets, which consists of Joyn Bio's developed technology, was determined using the relief from royalty method of the income approach.
−Removed: Significant assumptions used in the valuations included the estimated annual net cash flows (including projected future revenues and costs, terminal growth rates, royalty rates and obsolescence rates), and a discount rate that reflects the risks inherent in the future cash flows.
−Removed: Property, plant, and equipment consists of land, buildings, site improvements and personal property.
−Removed: The fair value of land was determined using the sales comparison approach and the fair value of the buildings, site improvements and personal property was determined using the cost and sales comparison approaches.
−Removed: Under the cost approach, the Company estimated the cost to acquire or construct comparable assets and made adjustments for physical deterioration.
−Removed: Intangible assets consist of Joyn Bio's developed technology and have an estimated useful life of five years .
−Removed: Goodwill primarily reflects the value of future programs expected to arise after the acquisition and the assembled workforce.
−Removed: Goodwill is not tax deductible.
−Removed: The Company incurred $ 0.2 million and $ 3.0 million in costs associated with the winding up and dissolution of Joyn Bio during the years ended December 31, 2023 and 2022, respectively, which were recorded within operating expenses.
−Removed: Dissolution costs are shared equally between Ginkgo and Bayer.
−Removed: The joint venture was fully dissolved in 2023.
−Removed: The Company incurred transaction and integration costs of $ 12.0 million during the year ended December 31, 2022 related to the business combination, which were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
−Removed: The transaction does not represent a material business combination and, therefore, pro forma financial information is not provided.
−Removed: Operating results of the acquired business have been included in the consolidated statements of operations and comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the year ended December 31, 2022.
−Removed: 2022 Altar Acquisition and 2024 Divestiture
−Removed: On October 3, 2022, the Company acquired all outstanding shares of capital stock of Altar SAS (“Altar”), a French biotechnology company with a proprietary adaptive evolution platform.
−Removed: Altar's fleet of automated adaptive laboratory evolution instruments was integrated into Ginkgo's Foundry to serve customers across various industries.
−Removed: The total purchase consideration was $ 12.0 million and consisted of $ 2.8 million in cash, $ 1.4 million in restricted shares of Ginkgo Class A common stock subject to forfeiture if certain vesting conditions are not met, $ 5.6 million in unrestricted shares of Ginkgo Class A common stock, $ 1.6 million in contingent consideration and $ 0.6 million in assumed liabilities.
−Removed: The Company accounted for the transaction as a business combination under ASC 805.
−Removed: The net assets acquired primarily consisted of $ 8.4 million of intangible assets related to Altar's developed technology and $ 4.7 million of goodwill, which is not deductible for tax purposes.
−Removed: The business is reported as part of the Company’s Cell Engineering reportable segment.
−Removed: The Company incurred $ 2.3 million in acquisition related costs during the year ended December 31, 2022, which were included in general and administrative expenses.
−Removed: Pro forma information has not been presented because it is not material to the financial statements.
−Removed: Altar's results of operations have been included in the consolidated statements of operations and
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the year ended December 31, 2022.
+Added: 2024 Altar Divestiture
On September 30, 2024, the Company sold the equity interests of Altar for a nominal amount.
2 unchanged sentences
The sale did not meet the criteria to be reported as a discontinued operation.
−Removed: 2022 FGen Acquisition
−Removed: On April 1, 2022, the Company acquired all of the outstanding equity interests of FGen AG (“FGen”), a company organized under the laws of Switzerland that specializes in strain development and optimization.
−Removed: FGen has developed an ultra-high-throughput screening platform built on nanoliter reactor technology which the Company believed would enhance its cell screening capabilities and potentially increase the likelihood of finding enzymes, pathways, and strains or cell lines that perform to diverse cell program specifications.
−Removed: The Company accounted for the transaction as a business combination under ASC 805.
−Removed: Accordingly, the assets and liabilities acquired were recorded at their estimated fair value on the date of acquisition.
−Removed: FGen's results of operations have been included in the consolidated statements of operations and comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the year ended December 31, 2022.
−Removed: The FGen acquisition does not represent a material business combination and, therefore, pro forma financial information is not provided.
−Removed: The consideration paid was comprised of common stock and contingent consideration as follows (in thousands):
−Removed: Fair value of Class A common stock $ 17,015
−Removed: Fair value of contingent consideration - restricted stock 3,842
−Removed: Fair value of contingent consideration - milestones 8,464
−Removed: Total FGen consideration $ 29,321
−Removed: The Company issued 143,749 shares of its Class A common stock on the acquisition date comprised of 101,278 unrestricted shares valued at $ 17.0 million based on the closing market price of $ 168.00 per share and 42,471 restricted shares classified as contingent consideration and subject to vesting conditions.
−Removed: The contingent consideration in the form of restricted stock was valued at $ 3.8 million as of the acquisition date based on management’s estimate of the number of shares expected to vest and the closing market price of $ 168.00 .
−Removed: The restricted shares were issued in three tranches with separate vesting conditions.
−Removed: Tranches 1 and 2 vested on April 4, 2022 when the Company filed its Form S-1 registration statement and a total of 11,530 shares vested and 14,606 shares were forfeited.
−Removed: The remaining 16,335 tranche 3 restricted shares vested on the 24-month anniversary of the closing.
−Removed: As part of the acquisition, the Company is required to make milestone payments up to a maximum of $ 25.0 million, with $ 20.0 million payable based on the successful integration and deployment of the FGen technology across the Company's programs over a 36-month period and $ 5.0 million payable to certain employees based on continuing service.
−Removed: The milestones are payable in cash or Class A common stock at the election of the Company.
−Removed: The $ 5.0 million payable to employees is accounted for separately from the business combination as post combination compensation expense and recognized over the requisite service period.
−Removed: The fair value of the $ 20.0 million in contingent consideration on the acquisition date was determined using a scenario-based method.
−Removed: The significant assumptions used include the expected time of achievement and probability of success related to each milestone and a discount rate.
−Removed: The Company allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date.
−Removed: During the year ended December 31, 2022, the Company recorded measurement period adjustments which did not have a material impact on goodwill.
−Removed: The intangible assets acquired consist of FGen's developed technology which was measured at fair value using the multi-period excess earnings method under the income approach.
−Removed: Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows attributable only to the intangible asset after deducting charges representing the contribution of other assets to those cash flows.
−Removed: The significant assumptions used include the estimated annual net cash flows (including revenue growth rates, EBITDA and EBIT margins, applicable tax rate, and contributory
+Added: Fair Value Measurements
+Added: The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: asset charges), a discount rate, and the tax amortization benefit.
−Removed: Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired and primarily reflects the value of future programs expected to arise after the acquisition.
−Removed: The Company incurred $ 1.7 million of acquisition-related costs during the year ended December 31, 2022, which were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
−Removed: The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):
−Removed: Final Allocation
+Added: December 31, 2025
+Added: Total Level 1 Level 2 Level 3
Cash and cash equivalents:
−Removed: Accounts receivable 144
−Removed: Other non-current assets 10
−Removed: Property and equipment 34
−Removed: Intangible assets (1)
−Removed: Accounts payable and accrued expenses ( 29 )
−Removed: Deferred revenue ( 104 )
−Removed: Deferred tax liability ( 3,879 )
−Removed: Net assets acquired $ 29,321
−Removed: (1) Estimated useful life of 15 years.
−Removed: (2) Non-deductible for tax purposes.
−Removed: 2022 Asset Acquisitions
−Removed: On October 3, 2022, the Company completed the acquisition of all of the outstanding equity interests in Circularis Biotechnologies, Inc., (“Circularis”), a biotechnology company with a proprietary circular RNA and promoter screening platform.
−Removed: The aggregate purchase consideration was $ 18.6 million, of which $ 4.3 million was paid in cash, $ 10.2 million was paid in Ginkgo Class A common stock, $ 3.7 million represented contingent consideration and $ 0.4 million represented direct transaction costs.
−Removed: The Company accounted for the transaction as an asset acquisition as substantially all of the value received was concentrated in the acquired developed technology.
−Removed: The Company allocated the purchase consideration primarily to the developed technology intangible asset, which is being amortized over a useful life of five years .
−Removed: Additionally, the purchase agreement included $ 2.5 million of employee retention payments, which was recognized as compensation expense over the requisite service period.
−Removed: On August 17, 2022, the Company acquired certain epidemiological data infrastructure assets from Baktus, Inc., a Delaware-based public benefit corporation.
−Removed: The Company accounted for the transaction as an asset acquisition as the value acquired primarily related to a single identifiable intangible asset.
−Removed: The total purchase consideration was $ 11.1 million and consisted of $ 2.0 million in cash, $ 8.4 million in Ginkgo Class A common stock and $ 0.7 million of direct transaction costs.
−Removed: Of the shares issued, 6,470 were restricted shares that vested on the 18-month anniversary of the closing and were classified as contingent consideration liability in the consolidated balance sheet (see Note 5 ).
−Removed: Additionally, the purchase agreement included $ 1.0 million of employee retention payments, which was recognized as compensation expense over the requisite service period.
−Removed: As a result of the acquisition, the Company recognized $ 11.2 million in intangible assets consisting of developed technology, customer relationships and assembled workforce and $ 0.1 million in deferred revenue.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Fair Value Measurements
−Removed: The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
−Removed: As of December 31, 2024
−Removed: Classification Total Level 1 Level 2 Level 3
−Removed: Money market funds Cash and cash equivalents $ 521,457 $ 521,457 $ — $ —
+Added: Money market funds $ 146,136 $ 146,136 $ — $ —
+Added: Marketable securities:
+Added: Commercial paper 4,060 — 4,060 —
+Added: Treasury securities 118,038 118,038 — —
+Added: Corporate bonds 114,666 — 114,666 —
+Added: Marketable equity securities 18,654 18,654 — —
Synlogic, Inc.
−Removed: Investments 238 — 238 —
−Removed: Marketable equity securities Investments 17,559 17,559 — —
−Removed: Notes receivable Other non-current assets 14,170 — 12,327 1,843
+Added: Marketable equity securities 1,562 1,562 — —
+Added: Other non-current assets:
+Added: Notes receivable 7,126 — — 7,126
Total assets $ 410,432 $ 284,390 $ 118,916 $ 7,126
−Removed: Contingent consideration Accrued expenses and other current liabilities $ 5,438 $ — $ — $ 5,438
−Removed: Contingent consideration Other non-current liabilities 4,484 — — 4,484
+Added: Accrued expenses and other current liabilities:
+Added: Contingent consideration $ 5,438 $ — $ — $ 5,438
+Added: Other non-current liabilities:
+Added: Contingent consideration 252 — — 252
Total liabilities $ 5,690 $ — $ — $ 5,690
−Removed: As of December 31, 2023
−Removed: Classification Total Level 1 Level 2 Level 3
−Removed: Money market funds Cash and cash equivalents $ 913,729 $ 913,729 $ — $ —
+Added: December 31, 2024
+Added: Total Level 1 Level 2 Level 3
+Added: Cash and cash equivalents:
+Added: Money market funds $ 521,457 $ 521,457 $ — $ —
Synlogic, Inc.
−Removed: Investments 654 — 654 —
Marketable equity securities 17,559 17,559 — —
−Removed: Investments 19,190 18,401 789 —
−Removed: Notes receivable Prepaid expenses and other current assets 12,293 — — 12,293
−Removed: Notes receivable Other non-current assets 13,601 — 11,765 1,836
+Added: Other non-current assets:
+Added: Notes receivable 14,170 — 12,327 1,843
Total assets $ 553,424 $ 539,016 $ 12,565 $ 1,843
−Removed: Public Warrants Other non-current liabilities $ 3,794 $ 3,794 $ — $ —
−Removed: Private Placement Warrants Other non-current liabilities 1,906 — 60 1,846
−Removed: Contingent consideration Accrued expenses and other current liabilities 18,468 — — 18,468
−Removed: Contingent consideration Other non-current liabilities 5,805 — — 5,805
+Added: Accrued expenses and other current liabilities:
+Added: Contingent consideration $ 5,438 $ — $ — 5,438
+Added: Other non-current liabilities:
+Added: Contingent consideration 4,484 — — 4,484
Total liabilities $ 9,922 $ — $ — $ 9,922
1 unchanged sentence
warrants is calculated as the quoted price of the underlying common stock, less the unpaid exercise price of the warrants.
−Removed: (2) Marketable equity securities classified as Level 2 reflect a discount for lack of marketability due to regulatory sales restrictions.
Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.
−Removed: In 2024 and 2023, transfers from Level 2 to Level 1 occurred due to lapse of regulatory sales restrictions on marketable equity securities.
−Removed: Additionally, in 2024, a portion of the Private Placement Warrants' estimated fair value was transferred from Level 3 to Level 2 as a result of the Private Placement Warrants having substantially the same terms as the Public Warrants when transferred to anyone other than the initial purchasers or their permitted transferees, leading the Company to determine their fair value to be equivalent to that of the Public Warrants.
−Removed: There were no other transfers between Levels 1, 2, or 3 during 2024 or 2023.
+Added: In 2025 and 2024, transfers from Level 2 to Level 1 occurred due to lapse of regulatory
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
+Added: sales restrictions on marketable equity securities.
+Added: During 2025, transfers into Level 3 consisted of a note receivable that was transferred from Level 2 to Level 3 upon a change in valuation technique.
+Added: Additionally, in 2024, a portion of the Private Placement Warrants' estimated fair value was transferred from Level 3 to Level 2 as a result of the Private Placement Warrants having substantially the same terms as the Public Warrants when transferred to anyone other than the initial purchasers or their permitted transferees, leading the Company to determine their fair value to be equivalent to that of the Public Warrants.
+Added: There were no other transfers between Levels 1, 2, or 3 during 2025 or 2024.
The table below provides a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value using Level 3 significant unobservable inputs for the years ended December 31 (in thousands):
4 unchanged sentences
Settlements and payments ( 50 ) — —
−Removed: Transfers to Level 2 — ( 149 ) —
−Removed: Conversion to common stock ( 10,476 ) — —
+Added: Transfers into Level 3 6,987 — —
+Added: Conversion to preferred stock ( 1,463 ) — —
Balance at December 31, 2025 $ 7,126 $ — $ 5,690
1 unchanged sentence
Additions 1,407 — —
−Removed: Additions from note exchanges and amendments 13,939 — —
Change in fair value ( 3,217 ) ( 1,697 ) 3,214
Settlements and payments — — ( 17,565 )
+Added: Transfers to Level 2 — ( 149 ) —
+Added: Conversion to common stock ( 10,476 ) — —
Balance at December 31, 2024 $ 1,843 $ — $ 9,922
Notes Receivable
−Removed: For all of its notes receivable, the Company has elected the fair value option, for which changes in fair value are recorded in other income, net in the consolidated statements of operations and comprehensive loss.
+Added: For all of its notes receivable, the Company has elected the fair value option, for which changes in fair value are recorded in other (expense) income, net in the consolidated statements of operations and comprehensive loss.
As of December 31, 2025 and 2024, the Company's notes receivable includes a senior secured note in the original principal amount of $ 11.8 million, issued by Bolt Threads, Inc.
(“Bolt Threads”), which bears interest at 12 % per annum, is due December 31, 2027, and is included in other non-current assets at its estimated fair value.
−Removed: The Company previously held a convertible promissory note, also issued by Bolt Threads, in the principal amount of $ 10.0 million, which bore interest at 8 % per annum, was convertible into equity securities of Bolt Threads upon a qualified financing, a non-qualified financing, or special purpose acquisition company transaction, at a conversion price based on certain conditions as defined in the note agreement, or was otherwise payable on demand any time after the maturity date of October 4, 2024.
−Removed: During the year ended December 31, 2024, $ 10.5 million in principal and accrued interest on the convertible promissory note was converted into 2.7 million shares of the issuer's common stock, which were classified as marketable equity securities until they were sold.
−Removed: The Company used the yield method to value the senior secured note.
−Removed: Under this method, the estimated future cash flows, consisting of principal and interest payments, are discounted to present value using an applicable market yield or discount rate.
−Removed: Increases or decreases in the market yield or discount rate would result in a decrease or increase, respectively, in the fair value measurement.
−Removed: The market yield is determined using a corporate bond yield curve corresponding to the credit rating category of the issuer.
−Removed: The fair value of the senior secured note is based on observable market inputs, which represents a Level 2 measurement within the fair value hierarchy.
+Added: The Company used a discounted cash flow model to estimate the fair value of the senior secured note, incorporating significant unobservable inputs such as the recovery rate, a risk-adjusted discount rate, and a potential settlement scenario.
+Added: These inputs reflect the Company’s own assumptions and was reclassified as a Level 3 measurement within the fair value hierarchy during the year ended December 31, 2025.
The Company also holds a series of convertible debt instruments issued by customers as payment for Cell Engineering services.
1 unchanged sentence
Under this method, future cash flows are evaluated under various payoff scenarios, probability-weighted, and discounted to present value.
+Added: The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2025 included scenario probabilities ranging from 5 % to 45 %, a discount rate of 15.5 % and estimated time to event date of up to 5 months.
The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2024 included scenario probabilities ranging from 5 % to 45 %, a discount rate of 15.5 % and estimated time to event date of up to two years .
−Removed: The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2023 included scenario probabilities ranging from 5 % to 85 %, a discount rate of 17 % and estimated time to event date of one to two years .
Significant changes in these inputs could have resulted in a significantly lower or higher fair value measurement.
3 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: In December 2023, the Company entered into an amendment with a customer regarding two outstanding convertible promissory notes, with an aggregate principal amount of $ 10.3 million.
−Removed: The Company used a scenario-based method to value the convertible notes as of the amendment date.
−Removed: The significant unobservable (Level 3) inputs used in the fair value measurement as of the amendment date included scenario probabilities ranging from 10 % to 75 %, a discount rate of 15 %, time to event date of up to one year , and an estimated fair value per share of the equity securities to which the Company would be entitled to upon conversion of the notes, obtained from a third-party valuation.
+Added: During the year ended December 31, 2025, $ 1.5 million in principal related to a convertible note issued by a customer was converted into 10,564 shares of the entity's preferred stock, which, as a new private company investment, has been classified as an investment on the balance sheet as of December 31, 2025.
Warrant Liabilities
5 unchanged sentences
However, the Public Warrants were delisted by the NYSE on September 4, 2024, due to abnormally low selling price levels, and subsequently began trading on the over-the-counter markets.
−Removed: As of December 31, 2024, the Company determined that the Public Warrants had no value.
+Added: As of December 31, 2025 and 2024, the Company determined that the Public Warrants had no value.
The Private Placement Warrants are identical to the Public Warrants, except that they are exercisable on a cashless basis and are non-redeemable as long as they are held by the initial purchasers or their permitted transferees.
1 unchanged sentence
Therefore, the Private Placement Warrants were measured by reference to the value of the Public Warrants and had no value.
−Removed: As of December 31, 2023, the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model, which was considered a Level 3 fair value measurement.
−Removed: The primary unobservable input used in the valuation of the Private Placement Warrants was expected stock-price volatility, estimated through a Monte-Carlo simulation of the redeemable Public Warrants that assumed optimal exercise of the Company's redemption option at the earliest possible date.
−Removed: A change in this input could have significantly affected the valuation.
Contingent Consideration
2 unchanged sentences
The Company can settle a majority of its contingent consideration liabilities in cash or shares of Class A common stock at the Company’s election with the remainder payable in cash.
−Removed: During the year ended December 31, 2024, the Company settled $ 17.6 million in contingent consideration liability through payment of $ 2.8 million in cash and vesting of 1,413,909 shares of restricted stock valued at $ 14.7 million.
+Added: During the year ended December 31, 2025, no contingent consideration liabilities were settled.
During the year ended December 31, 2024, the Company settled $ 17.6 million in contingent consideration liabilities through payment of $ 2.8 million in cash and vesting of 1,413,909 shares of restricted stock valued at $ 14.7 million.
−Removed: Of that amount, $ 1.4 million was recorded as an increase to the acquired intangible asset with an offset to additional paid-in-capital as the contingent consideration liability was deemed not probable of occurring.
The fair value of contingent consideration related to earnout payments from acquisitions was estimated using unobservable (Level 3) inputs as illustrated in the table below.
3 unchanged sentences
The following table provides quantitative information regarding Level 3 inputs used in the fair value measurements of contingent consideration liabilities as of the periods presented:
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Contingent Consideration Liability Valuation Technique Unobservable Input December 31, 2025
Range December 31, 2024
−Removed: Earnout payments (FGen, Dutch DNA and Altar acquisitions) (1)
−Removed: Probability-weighted present value Probability of payment 5 % - 50 %
+Added: Earnout payments (FGen and Dutch DNA acquisitions) Probability-weighted present value Probability of payment 5 % - 10 %
Discount rate 14.9 % 9.3 %
2 unchanged sentences
Discount rate 10.6 %
−Removed: (1) For FGen and Altar acquisitions, see Note 4 .
−Removed: In July 2021, the Company acquired Dutch DNA Biotech B.V.
−Removed: (“Dutch DNA”) and is obligated to make contingent earnout payments up to a maximum of $ 20.0 million, payable upon the achievement of certain technical and commercial milestones by Dutch DNA.
+Added: (1) During the year ended December 31, 2025, all Dutch DNA milestones valued using the discounted cash flow method were reduced to zero due to the termination of a customer agreement to which those milestones were tied.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Nonrecurring Fair Value Measurements
3 unchanged sentences
Investment Impairments
−Removed: During the years ended December 31, 2024, 2023 and 2022, the Company recorded impairment losses of $ 11.9 million, $ 33.0 million, and $ 10.1 million, respectively, related to its investment in Genomatica preferred stock.
−Removed: The fair value estimates used to determine the impairment charges in 2023 were derived using the guideline public company method under the market approach, while an enterprise value analysis was performed in 2022, with an equal weighting between discounted cash flow analyses and the guideline public company method.
+Added: During the year ended December 31, 2025, the Company recorded a $ 2.7 million downward adjustment from an observable price change related to one of its investments in non-marketable equity securities.
+Added: Additionally, during the year ended December 31, 2025, the Company recorded an impairment of $ 1.8 million due to a significant deterioration in the liquidity of one of its investments in non-marketable equity securities.
+Added: During the years ended December 31, 2024, and 2023, the Company recorded impairment losses of $ 11.9 million, and $ 33.0 million, respectively, related to its investment in Genomatica preferred stock.
+Added: The fair value estimates used to determine the impairment charges in 2023 were derived using the guideline public company method under the market approach.
Significant unobservable (Level 3) inputs included estimated annual net cash flows (including revenue and expense growth rates and capitalization rates), the weighted-average cost of capital used to discount future cash flows, and the selection of guideline public company multiples for revenue and EBITDA.
7 unchanged sentences
As of December 31, 2024, the Company determined that the investment had substantially no value.
−Removed: During the years ended December 31, 2023 and 2022, the Company received a total purchase amount of $ 11.0 million and $ 39.5 million, respectively, in SAFEs from customers as prepayment for Cell Engineering services.
−Removed: The Company used a scenario-based method to value the SAFEs as of each contract inception date, which resulted in total fair value of $ 4.5 million and $ 22.1 million for SAFEs received during the years ended December 31, 2023 and 2022, respectively.
+Added: During the year ended December 31, 2023, the Company received a total purchase amount of $ 11.0 million in SAFEs from customers as prepayment for Cell Engineering services.
+Added: The Company used a scenario-based method to value the SAFEs as of each contract inception date, which resulted in total fair value of $ 4.5 million for SAFEs received during the year ended December 31, 2023.
Under the scenario-based method, future cash flows were evaluated under qualified financing and dissolution scenarios with partial recovery and no recovery in dissolution.
1 unchanged sentence
The significant unobservable (Level 3) inputs used in the fair value measurement at contract inception during 2023 were scenario probabilities in the range of 20 % to 60 %, a discount rate of 14 % and estimated time to event date of one to two years .
−Removed: The significant unobservable (Level 3) inputs used in the fair value measurement at contract inception during 2022 were scenario probabilities in the range of 18 % and 65 %, a discount rate of 13 % and estimated time to event date of one to two years .
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
During the years ended December 31, 2025 and 2024, the Company recorded impairment losses of $ 14.5 million and $ 7.2 million, respectively, related to SAFEs.
The fair values were generally estimated using the scenario-based method, where various payout scenarios were probability-weighted and discounted to present value.
−Removed: Additionally, during the years ended December 31, 2024 and 2023, the Company recorded impairments of lab equipment, construction in progress assets, and assets related to an operating lease.
+Added: Additionally, during the years ended December 31, 2024, the Company recorded an impairments of lab equipment, construction in progress assets, and assets related to an operating lease.
Refer to Note 11 for additional detail.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: Marketable Securities
+Added: Investments in marketable securities, including those classified in cash and cash equivalents, are summarized as follows (in thousands):
+Added: December 31, 2025
+Added: Amortized Cost Unrealized Gains Unrealized Losses Fair Value
+Added: Treasury securities $ 117,919 $ 171 $ ( 52 ) $ 118,038
+Added: Corporate bonds 114,640 147 ( 121 ) 114,666
+Added: Commercial paper 4,079 — ( 19 ) 4,060
+Added: Marketable equity securities — — — 18,654
+Added: Total marketable securities $ 236,638 $ 318 $ ( 192 ) $ 255,418
+Added: The amortized cost and estimated fair value of marketable debt securities are summarized below by contractual maturity dates (in thousands):
+Added: December 31, 2025
+Added: Amortized cost Fair value
+Added: Due within one year $ 205,540 $ 205,617
+Added: Due after one year through five years 31,098 31,147
Investments and Equity Method Investments
17 unchanged sentences
The Company initially records SAFEs at fair value (see Note 5 ) and adjusts the carrying amount of the instrument at each reporting period for any impairments.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Investments consisted of the following (in thousands):
3 unchanged sentences
Marketable equity securities 1,562 17,559
−Removed: Genomatica preferred stock — 11,885
Synlogic warrants 191 238
Total $ 15,066 $ 48,704
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: Marketable equity securities of $ 18.7 million are not restricted for sale and are included in marketable securities in the consolidated balance sheet as of December 31, 2025.
Loss on investments and equity method investments consisted of the following (in thousands):
1 unchanged sentence
2025 2024 2023
−Removed: Loss on investments:
+Added: (Loss) gain on investments:
Genomatica preferred stock $ — $ ( 11,885 ) $ ( 33,000 )
3 unchanged sentences
Synlogic warrants ( 48 ) ( 416 ) ( 1,283 )
−Removed: Total $ ( 28,827 ) $ ( 54,827 ) $ ( 53,335 )
+Added: Total loss on investments $ ( 16,411 ) $ ( 28,827 ) $ ( 54,827 )
Loss on equity method investments:
BiomEdit $ — $ — $ ( 1,461 )
−Removed: — — ( 3,043 )
−Removed: Verb Biotics — — ( 15,900 )
−Removed: Ayana Bio — — ( 15,989 )
Other — — ( 1,174 )
−Removed: Total $ — $ ( 2,635 ) $ ( 43,761 )
−Removed: (1) The loss on equity method investment in Joyn Bio for the year ended December 31, 2022 is comprised of a $ 17.0 million loss offset by a $ 14.0 million gain on the remeasurement of the retained equity interest in Joyn Bio at fair value as of the acquisition date (see Note 4 ).
−Removed: The loss on equity method investment in excess over the carrying value of zero of the equity method investment in Joyn Bio during the year ended December 31, 2022 was recorded as a reduction in the convertible promissory notes receivable from Joyn Bio (see Note 20 ).
+Added: Total loss on equity method investments $ — $ — $ ( 2,635 )
The components of loss on investments for each period were as follows (in thousands):
2 unchanged sentences
Impairment charges $ ( 16,345 ) $ ( 20,828 ) $ ( 44,043 )
−Removed: Realized and unrealized losses recognized on marketable equity securities ( 7,999 ) ( 9,157 ) ( 43,025 )
+Added: Realized and unrealized gains (losses) recognized on marketable equity securities 2,647 ( 7,999 ) ( 9,157 )
Downward adjustments from observable price changes ( 2,713 ) — ( 1,627 )
Total loss on investments $ ( 16,411 ) $ ( 28,827 ) $ ( 54,827 )
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Total realized and unrealized losses associated with equity investments accounted for at fair value or the fair value measurement alternative consisted of the following (in thousands):
7 unchanged sentences
The carrying value of non-marketable equity securities accounted for using the fair value measurement alternative and still held as of December 31, 2025, including cumulative unrealized losses, were as follows (in thousands):
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
As of December 31, 2025
4 unchanged sentences
Variable Interest Entities
−Removed: 2022 Deconsolidations:
−Removed: Ayana Bio and Verb Biotics
−Removed: The Company holds an interest in 9,000,000 common units (representing 100 % of common units at inception) in each of Ayana Bio and Verb Biotics, two Platform Ventures formed in September 2021 by the Company and certain of its investors.
−Removed: The Company has agreed to provide Ayana Bio and Verb Biotics with certain licenses to intellectual property for use in the development or production of products that the parties agree to research and develop under technical development plans (“TDPs”).
−Removed: Additionally, in September 2021, Ayana Bio and Verb Biotics entered into a Series A Preferred Unit Purchase Agreement under which each entity sold 9,000,000 Series A preferred units to certain of the Company’s investors for aggregate proceeds of approximately $ 30.0 million each.
−Removed: During 2021, the Company concluded that it held a variable interest in and was the primary beneficiary of Ayana Bio and Verb Biotics as it controlled the most significant activities of these entities.
−Removed: These conclusions were reached because, as of the primary beneficiary assessment dates in 2021, for both Verb Biotics and Ayana Bio:
−Removed: (i) the Company had substantive control of the board of directors;
−Removed: (ii) all capital contributions were made by related parties of Ginkgo;
−Removed: and (iii) Ginkgo or its related parties comprised the entirety of the joint steering committee (“JSC”), the governing body which holds significant oversight with respect to the entities' research and development programs.
−Removed: During 2022, Verb Biotics and Ayana Bio each hired a new chief executive officer who was not an affiliate, related party or agent of Ginkgo.
−Removed: The chief executive officer was also appointed to each entity's JSC and board of directors.
−Removed: As a result, the Company concluded it no longer had substantive control of each entity's JSC and board of directors.
−Removed: Accordingly, the Company concluded that it was no longer the primary beneficiary of Verb Biotics and Ayana Bio as it no longer controlled the most significant activities of the entities.
−Removed: As a result of this change in the primary beneficiary determination, the Company deconsolidated Verb Biotics and Ayana Bio and recorded a gain on deconsolidation of $ 31.9 million for the year ended December 31, 2022 in the consolidated statements of operations and comprehensive loss.
−Removed: The gain on deconsolidation was equal to the fair value of the retained interest in each entity as of the deconsolidation date and was calculated using the option pricing method.
−Removed: The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which is the most recent financing transaction to the deconsolidation event.
−Removed: The JSC, with equal representation from each of Verb Biotics or Ayana Bio and Ginkgo, governs the TDPs under which the Company will perform agreed-upon research and development services in return for consideration on a cost-plus basis for all services provided.
−Removed: Ginkgo has agreed to provide Verb Biotics and Ayana Bio with licenses to certain of its intellectual property for use in the development, production and commercialization of each entity's products under the TDPs.
−Removed: The Company's common unit investment in Verb Biotics and Ayana Bio is accounted for as an equity method investment, and accordingly, Verb Biotics and Ayana Bio are related parties of Ginkgo.
−Removed: The initial carrying value of the equity method investment was equal to the fair value of the retained interest of $ 15.9 million for Verb Biotics and $ 16.0 million for Ayana Bio as of the applicable deconsolidation date.
−Removed: The Series A preferred units issued by Verb Biotics and Ayana Bio receive a liquidation preference prior to common units.
−Removed: As such, the Company concluded that this represents a substantive profit-sharing arrangement and the Company is recognizing earnings and losses on the equity method investment using the HLBV method.
−Removed: The Company recorded a loss on its equity method investment in Verb Biotics and Ayana Bio of $ 31.9 million in the year ended December 31, 2022, due to a basis difference associated with in-process research and development identified as part of the initial accounting for the equity method investment.
−Removed: This loss reduced the carrying value of the equity method investment in each of Verb Biotics and Ayana Bio to zero .
−Removed: There is no commitment for the Company to provide further financial support to Verb Biotics and Ayana Bio, and therefore the carrying value of the equity method investment will not be reduced below zero .
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Additional Variable Interest Entities
−Removed: With respect to the Company’s investments in Motif, Allonnia, Genomatica, Arcaea, and BiomEdit, the Company has concluded these entities represent VIEs.
+Added: With respect to the Company’s investments in Motif, Allonnia, Genomatica, Arcaea, BiomEdit, Verb Biotics, and Ayana Bio, the Company has concluded these entities represent VIEs.
While the Company has board representation on certain of these entities and is involved in the ongoing development activities of these entities via its participation on such entities' JSC, the Company has concluded that it is not the primary beneficiary of these entities because:
1 unchanged sentence
As the Company’s involvement in the VIEs does not give it the power to control the decisions with respect to their development or other activities, which are their most significant activities, the Company has concluded that it is not the primary beneficiary of the VIEs.
−Removed: With respect to Cooksonia’s investment in Joyn Bio prior to the joint venture’s termination on October 17, 2022 (see Note 4 ), as Cooksonia did not control Joyn Bio’s board of directors, it did not have the power to control the decisions related to the development activities of Joyn Bio, which were its most significant activities.
−Removed: Accordingly, the Company concluded that Cooksonia was not the primary beneficiary of Joyn Bio.
−Removed: The Company provided $ 10.0 million in financial support to Joyn Bio during the year ended December 31, 2022 in the form of convertible promissory notes (see Note 20 ), which were deemed necessary to fund Joyn Bio’s operations pre-dissolution.
−Removed: Joyn Bio was fully dissolved in 2023.
Additionally, the Company holds equity interests in certain other privately-held companies that are not consolidated as the Company is not the primary beneficiary.
10 unchanged sentences
The revenue multiple was based on the GPC method using comparable publicly traded company multiples of revenue for a group of benchmark companies.
−Removed: The DCF method was weighted 75% and the GPC 25%.
+Added: The DCF method was
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: weighted 75 % and the GPC 25 %.
The fair value measurement of the reporting unit is classified as Level 3 in the fair value hierarchy because it involves significant unobservable inputs.
2 unchanged sentences
As a result, the Company fully impaired goodwill and recorded an impairment loss of $ 47.9 million in the second quarter of 2024 and for the year ended December 31, 2024.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Changes in the carrying amount of goodwill consisted of the following (in thousands):
−Removed: As of December 31,
−Removed: Beginning balance $ 49,238 $ 60,210
+Added: Changes in the carrying amount of goodwill consisted of the following year ended December 31, 2024 (in thousands):
+Added: Balance at December 31, 2023 $ 49,238
Goodwill impairment (accumulated impairment loss) ( 47,858 )
−Removed: Deconsolidation of Zymergen — ( 10,660 )
−Removed: Measurement period adjustments (1)
Impact of foreign currency translation ( 1,380 )
−Removed: Ending balance $ — $ 49,238
−Removed: (1) Primarily related to the Zymergen acquisition.
−Removed: See Note 4 for a description.
+Added: Balance at December 31, 2024 $ —
Intangible assets, net consisted of the following (in thousands):
6 unchanged sentences
Developed technology $ 111,393 $ ( 38,883 ) $ 72,510 6.6
−Removed: Customer relationships 380 ( 261 ) 119 0.9
−Removed: Assembled workforce 190 ( 184 ) 6 0.3
−Removed: Total $ 105,849 $ ( 23,108 ) $ 82,741
(1) Gross carrying value and accumulated amortization include the impact of cumulative foreign currency translation adjustments.
−Removed: During the year ended December 31, 2024, the increase in gross intangible assets was primarily attributable to the acquisition of $ 18.2 million in developed technology from AgBiome, partially offset by a $ 8.3 million decrease in developed technology intangible assets due to the deconsolidation of Altar (see Note 4 ).
−Removed: During the year ended December 31, 2023, gross intangible assets decreased $ 16.7 million due to the deconsolidation of Zymergen (see Note 4 ).
Amortization expense was $ 18.7 million, $ 18.0 million and $ 15.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
4 unchanged sentences
The Company leases real estate for office and lab space as well as equipment used in research and development activities under operating and finance leases.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: The Company’s real estate leases have initial lease terms ranging from 17 months to 15.3 years and are all classified as operating.
+Added: The Company’s real estate leases have initial lease terms ranging from 1.4 years to 15.3 years and are all classified as operating.
Real estate leases may contain periods of free rent, tenant improvement incentives, expansion options, rent escalation clauses at pre-determined rates or at the prevailing market rates at the time of the increase, and options to extend or terminate the lease without cause at the option of either party during the lease term.
The Company is not reasonably certain to exercise these options at the commencement of the lease.
−Removed: Equipment leases have initial lease terms ranging from 26 to 60 months and are classified as operating or finance if the lease contains bargain purchase options which the Company is reasonably certain to exercise.
+Added: Equipment leases have initial lease terms ranging from 2.2 years to 5 years and are classified as operating or finance if the lease contains bargain purchase options which the Company is reasonably certain to exercise.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Variable lease cost for real estate leases primarily consists of certain non-lease components such as real estate taxes, insurance and common area maintenance charges.
3 unchanged sentences
These leases expire on dates ranging from 2030 to 2036 and each contain one option to extend the lease for a five-year period at then-market rates.
−Removed: Of this 320,000 square feet, 27,000 is currently subleased.
In April 2021, the Company entered into a lease, as amended, consisting of approximately 260,000 rentable square feet of new office and laboratory space being developed in Boston, Massachusetts near the Company's headquarters.
50 unchanged sentences
current portion of lease liability ( 22,787 ) ( 20 )
−Removed: L ease liabilities, non-current $ 438,766 $ 26
−Removed: The Company subleases a portion of its office and lab space to certain of its equity method investees, which are considered related parties.
−Removed: These lease agreements generally have lease terms of up to 5 years and may include renewal options.
−Removed: Related party sublease income for the years ended December 31, 2024, 2023 and 2022 was $ 2.0 million, $ 2.1 million and
+Added: Lease liabilities, non-current $ 417,078 $ —
+Added: The Company previously subleased a portion of its office and lab space to certain of its equity method investees, which are considered related parties.
+Added: These lease agreements ended in 2025.
+Added: Related party sublease income for the years ended December 31, 2025, 2024 and 2023 was $ 2.1 million, $ 2.0 million and $ 2.1 million, respectively, included within
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: $ 3.5 million, respectively, included within other income, net in the consolidated statements of operations and comprehensive loss.
+Added: operating expenses in 2025 and within other income, net in the consolidated statements of operations and comprehensive loss in prior years.
Supplemental Financial Information
32 unchanged sentences
Operating lease liabilities $ 22,787 $ 28,630
−Removed: Employee compensation and benefits 9,894 15,678
+Added: Contractual shortfall liabilities (Note 12) 15,919 —
Contingent consideration liability 5,438 5,438
Biosecurity costs 5,046 4,032
−Removed: Deferred other income 2,889 4,009
−Removed: Employee termination costs 2,387 —
+Added: Employee compensation and benefits 4,258 9,894
Professional fees and securities litigation costs 4,378 2,167
External research and development expenses 1,072 713
+Added: Deferred other income 1,033 2,889
+Added: Employee termination costs 816 2,387
Finance lease liabilities 20 335
9 unchanged sentences
Non-cash investing and financing activities:
−Removed: ROU assets obtained in exchange for new operating lease liabilities upon adoption of ASC 842 $ — $ — $ 147,744
−Removed: ROU assets obtained in exchange for new finance lease liabilities upon adoption of ASC 842 — — 3,397
ROU assets obtained in exchange for new operating lease liabilities 336 223,853 27,668
−Removed: ROU assets obtained in exchange for new finance lease liabilities — — 1,729
−Removed: Purchase of minority interest in Cooksonia — — 7,390
Purchases of property and equipment included in accounts payable and accrued expenses 46 2,565 2,915
−Removed: Equity received in related parties — — 8,873
Convertible financial instruments received for Cell Engineering services — — 4,542
Equity securities and warrants received for Cell Engineering services — 55 17,450
−Removed: Non-cash consideration paid for the acquisition of Zymergen — — 231,750
Common stock issued for acquisitions 777 18,245 6,820
−Removed: Acquisition date fair value of contingent consideration liability — — 19,912
Common stock issued as settlement of contingent consideration liabilities — 14,742 8,896
2 unchanged sentences
Conversion of notes receivable for common stock — 10,476 —
−Removed: Equity issuance costs in accounts payable and accrued expenses — — 578
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: Issuance costs related to ATM offering included in accounts payable and accrued expenses 53 — —
Commitments and Contingencies
Purchase Obligations
−Removed: On August 29, 2023, the Company entered into a five-year strategic cloud and artificial intelligence (“AI”) partnership with Google Cloud, intended to enable the Company to develop and deploy AI tools for biology and biosecurity.
−Removed: The partnership includes minimum annual commitments over the contract year ending August 31 to purchase cloud hosting services in exchange for various discounts on such services.
−Removed: The minimum annual commitments are as follows:
+Added: In August 2023, the Company entered into a five-year strategic cloud and AI partnership with Google Cloud, which included minimum annual commitments to purchase cloud hosting services.
+Added: The partnership previously included minimum annual commitments over the contract years ending August 27, 2027 to purchase cloud hosting services in exchange for various discounts on such services.
+Added: The aggregate $ 289 million future purchase commitment included minimum annual commitments were as follows:
year 1, $ 8.0 million;
3 unchanged sentences
and year 5, $ 113.0 million.
−Removed: The Company purchased $ 11.6 million in year 1 of the contract and currently expects to have a shortfall in year 2.
−Removed: The minimum commitments may be terminated by the Company upon payment of a cancellation fee representing a percentage of the remaining purchase commitment.
−Removed: If the Company is unable to negotiate a modification to the annual commitments that align with its projected requirements, material losses could be incurred.
−Removed: As of December 31, 2024, the aggregate remaining purchase commitment was $ 279.3 million.
−Removed: The Company also entered into an agreement pursuant to which Google Cloud will provide up to $ 56.3 million in cash funding upon the Company’s achievement of certain milestones by the target completion dates through September 2026.
−Removed: The costs of Google Cloud services are recorded as research and development expenses as incurred in the accompanying consolidated statements of operations and comprehensive loss.
−Removed: Milestone payments received are recognized as a reduction of the associated Google Cloud services costs within research and development expenses when achieved.
−Removed: The first two milestones are initially recognized as liabilities until they become non-refundable upon the Company's achievement of a certain milestone.
−Removed: As of December 31, 2024, the Company has received three milestone payments totaling $ 10.0 million, with $ 5.0 million recorded as a reduction to research and development expenses during the year ended December 31, 2024 and $ 5.0 million recorded as other non-current liability on the balance sheet.
−Removed: On March 31, 2022, the Company entered into a four-year supply agreement with Twist for the purchase of diverse products including synthetic DNA.
−Removed: The agreement is effective as of April 1, 2022 and obligates the Company to spend a minimum of $ 58.0 million over the four-year term with the following minimum annual commitments (each annual year is defined as April 1 to March 31):
+Added: Effective October 3, 2025, the Company entered into amendment that revised the total aggregate future purchase commitment to $ 110 million and reset the annual commitments as follows (each annual year is defined as October 3 to October 2):
+Added: year 1 (starting on October 3, 2025), $ 6.0 million;
year 2, $ 8.0 million;
year 3, $ 12.0 million;
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: 4, $ 18.0 million;
year 5, $ 28.0 million;
+Added: year 6, $ 38.0 million.
+Added: The Company recognized a contractual liability of $ 20.9 million during year ended December 31, 2025 as a result of shortfall in purchasing relative to its commitments under the original agreement.
+Added: The Company is required to make a one-time payment of $ 14.0 million to be released from its minimum annual commitment obligations under the original agreement in January 2026.
+Added: If the Company does not meet its minimum annual commitment obligations in the future, additional shortfall liabilities may be incurred and future contractual losses may be material.
+Added: Effective April 1, 2025, the Company entered into an amendment to its four-year supply agreement with Twist for the purchase of diverse products including synthetic DNA.
+Added: The original agreement was effective as of April 1, 2022 and obligated the Company to spend a minimum of $ 58.0 million over the four-year term with the following minimum annual commitments (each annual year is defined as April 1 to March 31):
+Added: year 1, $ 10.0 million;
+Added: year 2, $ 13.0 million;
+Added: year 3, $ 16.0 million;
and year 4, $ 19.0 million.
−Removed: During the contract period ended March 31, 2024, the Company purchased $ 13.0 million and currently expects to have a shortfall for year 3 of the contract.
−Removed: If the Company is unable to negotiate a modification to the annual commitments that align with its expected requirements, losses could be incurred.
−Removed: As of December 31, 2024, the aggregate remaining purchase commitment was $ 29.6 million.
+Added: The amendment converts the remaining minimum annual commitments into non-refundable payments creditable against future purchases by the Company, with no expiration.
+Added: The Company paid $ 4.0 million in April 2025 and is obligated to non-refundable payments of $ 5.0 million on April 1, 2026 and $ 6.0 million on April 1, 2027, respectively.
+Added: A contractual loss of $ 8.7 million was recorded in the year ended December 31, 2025.
+Added: In 2026, the Company will be required to fund a surety bond in the amount of $ 47.0 million to fulfill its obligations under a contract with a U.S.
+Added: Government National Laboratory related to the sale of RAC automation equipment.
+Added: The $ 47.0 million will be restricted until the Company completes all of its obligations under the contract.
+Added: Currently the Company expects the cash to be restricted until 2029.
Contingent Consideration Related to Asset Acquisitions
11 unchanged sentences
Under such arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, who are generally the Company’s business partners.
−Removed: The terms of these indemnification arrangements are generally perpetual and effective any time after contract
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: The terms of these indemnification arrangements are generally perpetual and effective any time after contract execution.
The maximum potential liability resulting from these indemnification arrangements may be unlimited.
The Company has never incurred costs to defend lawsuits or settle claims as a result of such indemnifications and the Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations as of December 31, 2025.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Stockholders' Equity
12 unchanged sentences
15,800,000,000 57,815,105 54,365,785
−Removed: Shelf Registration Statement
−Removed: On October 4, 2022, the Company filed with the Securities and Exchange Commission (“SEC”) a shelf registration statement on Form S-3 (File No.
−Removed: 333-267743), which was declared effective on October 14, 2022.
−Removed: Under the shelf registration, the Company may offer and sell from time to time, in one or more series or issuances and on terms determined at the time of the offering, any combination of its Class A common stock, preferred stock, warrants and/or units up to an aggregate amount of $ 500 million.
−Removed: As of December 31, 2024, approximately $ 400 million remain available under the shelf registration.
−Removed: Underwritten Public Offering
−Removed: On November 15, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter an aggregate of 1,034,597 shares at a public offering price of $ 96.66 per share, representing an underwriting discount of 9 %.
−Removed: Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option exercisable for 30 days to purchase up to an additional 155,190 shares of its Class A common stock, which expired unexercised.
−Removed: The shares were sold pursuant to an effective shelf registration statement on Form S-3 (File No.
−Removed: 333-267743) and a related prospectus supplement filed with the SEC.
−Removed: The net proceeds to the Company from the offering was approximately $ 98.9 million, after deducting offering expenses.
−Removed: The net proceeds of this offering were used to offset the cash used to finance the acquisition of certain of the assets and liabilities of Bayer and for other general corporate purposes.
+Added: At-The-Market Program
+Added: On August 7, 2025, the Company filed a universal shelf registration statement on Form S-3, which was declared effective by the SEC on August 14, 2024, on which the Company registered for sale up to $ 500.0 million of any combination of the Company's Class A common stock, preferred stock, warrants, and/or units from time to time and at prices and on terms that the Company may determine.
+Added: On September 4, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Allen & Company LLC, who is acting as the sales agent (the “Agent”), pursuant to which the Company may sell shares of its Class A common stock from time to time at prices and on terms determined by market conditions at the time of offering, up to an aggregate offering price of $ 100.0 million through or directly to the Agent in one or more at-the-market (“ATM”) offerings.
+Added: Since inception of the Sales Agreement through December 31, 2025, the Company has issued 1.9 million shares of Class A common stock under the Sales Agreement for net proceeds of $ 18.1 million.
Preferred Stock
2 unchanged sentences
There were no issued and outstanding shares of preferred stock as of December 31, 2025.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
The Company is authorized to issue 15,800 million shares of common stock, including 10,500 million shares of Class A common stock, par value $ 0.0001 per share, 4,500 million shares of Class B common stock, par value $ 0.0001 per share, and 800 million shares of Class C common stock, par value $ 0.0001 per share.
4 unchanged sentences
No dividends have been declared to date.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
5 unchanged sentences
Restricted stock units outstanding 1,262,853
+Added: Performance stock units outstanding 4,407,287
Warrants to purchase Class A common stock 1,295,622
11 unchanged sentences
General and administrative 42,463 56,324 84,005
+Added: Cost of Biosecurity revenue 2,624 — —
+Added: Cost of other revenue 2,249 — —
Total $ 81,546 $ 112,344 $ 229,884
1 unchanged sentence
On October 16, 2022, the Company's Board of Directors adopted the Ginkgo Bioworks Holdings, Inc.
−Removed: 2022 Inducement Plan (the “2022 Inducement Plan”), which is a non-shareholder approved equity incentive plan adopted pursuant to the
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: “inducement exception” provided under NYSE Listed Company Manual Section 303A.08.
+Added: 2022 Inducement Plan (the “2022 Inducement Plan”), which is a non-shareholder approved equity incentive plan adopted pursuant to the “inducement exception” provided under NYSE Listed Company Manual Section 303A.08.
Pursuant to the terms of the 2022 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards as an inducement material to individuals being hired or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries, including in connection with a merger or acquisition.
4 unchanged sentences
On September 16, 2021, the 2021 Incentive Award Plan (the “2021 Plan”) became effective.
−Removed: The 2021 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, RSUs and other stock or cash-based awards to employees, consultants and directors of Ginkgo and its subsidiaries.
+Added: The 2021 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options, stock appreciation
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
+Added: rights, restricted stock, dividend equivalents, RSUs and other stock or cash-based awards to employees, consultants and directors of Ginkgo and its subsidiaries.
The aggregate number of shares of common stock available for issuance under the 2021 Plan, which may be issued as Class A common stock and/or Class B common stock, was initially 5,011,024 shares.
20 unchanged sentences
All time-based options outstanding consist of awards granted to non-employee directors and are of two types:
−Removed: (i) initial awards granted to newly elected or appointed directors, which vest in three equal annual installments, and (ii) subsequent
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: awards, which vest on the earlier of the first anniversary of the grant date or the day prior to the next annual shareholder meeting.
+Added: (i) initial awards granted to newly elected or appointed directors, which vest in three equal annual installments, and (ii) subsequent awards, which vest on the earlier of the first anniversary of the grant date or the day prior to the next annual shareholder meeting.
These options expire no later than ten years from the grant date.
The exercise price of each option is equal to the closing price of the Company’s common stock on the date of grant.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
A summary of time-based stock options activity for the year ended December 31, 2025 is presented below:
9 unchanged sentences
(1) The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the year and the exercise prices, multiplied by the number of in-the-money stock options.
−Removed: The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 0.9 million, $ 9.1 million and $ 21.5 million, respectively.
+Added: The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $ 0.9 million and $ 9.1 million, respectively.
+Added: There were no stock option exercises during the year ended December 31, 2025.
The weighted-average fair value of options granted during the years ended December 31, 2025, 2024, and 2023 was $ 7.48 , $ 11.35 and $ 57.20 per share, respectively, and was calculated using the following key assumptions in the Black-Scholes option-pricing model:
10 unchanged sentences
If the market-based criteria are achieved during the five-year period, the awards will vest on the five-year anniversary of the grant date.
+Added: The weighted-average grant-date fair value of the options granted was $ 7.80 per share and was calculated using a Monte Carlo simulation model using a risk-free interest rate of 4.65 %, expected volatility of 72 %, suboptimal exercise multiple of 2.8 , and a dividend yield of zero percent.
+Added: In June 2025, the compensation committee of the Company’s Board of Directors canceled the Founder Options and granted replacement performance-based restricted stock unit (“PSU”) awards (the “Founder PSU Awards”).
+Added: The cancellation and concurrent grant of replacement awards were accounted for as a modification, resulting in $ 10.5 million of incremental compensation expense.
+Added: The performance period for these awards was through December 31, 2025 and the aggregate compensation expense for the cancelled award and the new award will be recognized over the remaining requisite service period of the PSUs, which is the grant date through March 31, 2026.
+Added: The PSU awards are subject to substantially similar performance metrics, vesting terms and employment terms as described in the section “ Performance-based Restricted Stock Units ” below.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: The weighted-average grant-date fair value of the options granted was $ 7.80 per share and was calculated using a Monte Carlo simulation model with the following assumptions :
−Removed: Year Ended December 31, 2024
−Removed: Risk-free interest rate 4.65 %
−Removed: Expected volatility 72 %
−Removed: Suboptimal exercise multiple 2.8
−Removed: Dividend yield — %
−Removed: As of December 31, 2024, there was $ 3.4 million of unrecognized compensation expense related to the market-based options recognizable over a weighted-average period of 4.3 years.
Restricted Stock Units
12 unchanged sentences
The total fair value of the RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $ 87.6 million, $ 232.9 million and $ 365.3 million, respectively.
−Removed: The total amount of share-based liabilities settled was $ 9.8 million for the year ended December 31, 2022.
As of December 31, 2025, there was $ 58.3 million of unrecognized compensation expense related to RSUs recognizable over a weighted-average period of 1.8 years.
+Added: Performance-based Restricted Stock Units
+Added: In March 2025, the compensation committee of the Company's Board of Directors approved a grant of PSU awards under the 2021 Plan to substantially all employees.
+Added: The PSUs are eligible to vest based on the achievement of specific performance metrics tied to the Company’s 2025 cash flow and bookings targets.
+Added: Recipients must remain employed through the date the applicable vested shares are distributed, which is expected to occur in March 2026.
+Added: PSU achievement percentages may range from zero to 100 % of the award.
+Added: The grant-date fair value of the PSUs was determined based on the closing price of the Company’s Class A common stock on the grant date.
+Added: Additionally, as summarized above, the Founder PSU Awards were granted in June 2025.
+Added: A summary of PSU activity for the year ended December 31, 2025 is presented below:
+Added: Performance Stock Units
+Added: Shares Weighted
+Added: Granted 5,599,647 $ 8.01
+Added: Forfeited ( 1,192,360 ) 7.81
+Added: Nonvested as of December 31, 2025 4,407,287 8.06
+Added: As of December 31, 2025, there was $ 7.3 million of unrecognized compensation expense related to unvested PSUs outstanding, which is expected to be recognized over a service period of approximately 0.3 years.
+Added: Actual expense recognized may vary based on the final achievement rate.
Earnout shares represent equity awards, primarily in the form of restricted stock, granted to existing employees of the Company as of the closing date of the Company's merger with SRNG on September 16, 2021 (the “Closing Date”).
These earnout shares are subject to the same time-based vesting and performance conditions (change in control or an initial public offering) as the underlying awards, including provisions related to vesting and termination.
−Removed: Additionally, the earnout shares are subject to a market condition, which is satisfied when the trading price of the Company's common stock is greater than or equal to $ 500 , $ 600 , $ 700 and $ 800 per share for any 20 trading days within a 30 consecutive trading day period, on or before the fifth anniversary of the Closing Date (collectively, the “Earnout Targets”).
−Removed: The first Earnout Target of $ 500 per share was achieved on November 15, 2021.
+Added: Additionally, the earnout shares are subject to a market condition, which is satisfied when the trading price of the Company's common stock is greater than
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
+Added: or equal to $ 500 , $ 600 , $ 700 and $ 800 per share for any 20 trading days within a 30 consecutive trading day period, on or before the fifth anniversary of the Closing Date (collectively, the “Earnout Targets”).
+Added: The first Earnout Target of $ 500 per share was achieved on November 15, 2021.
A summary of activity during the year ended December 31, 2025 for the earnout shares is presented below:
6 unchanged sentences
The total fair value of the earnout shares that vested during the years ended December 31, 2025, 2024 and 2023 was $ 0.2 million, $ 4.5 million and $ 7.6 million, respectively.
−Removed: As of December 31, 2024, there was $ 0.2 million of unrecognized compensation expense related to earnout shares recognizable over a weighted-average period of 0.5 years.
+Added: As of December 31, 2025 , there was zero unrecognized compensation expense related to earnout shares.
Revenue Recognition
3 unchanged sentences
2025 2024 2023
−Removed: Food and nutrition 32 % 16 % 9 %
Pharmaceutical and biotechnology 35 % 26 % 30 %
3 unchanged sentences
Consumer and technology 5 4 8
+Added: Food and nutrition 4 32 16
Total Cell Engineering revenue 100 % 100 % 100 %
1 unchanged sentence
The non-cash consideration primarily consists of equity received from customers as partial or full payment in certain contracts, which is recognized as revenue as services are provided or upon contract termination.
−Removed: The Company did not receive equity as consideration for any customer contracts entered into during the year ended December 31, 2024, but continues to recognize revenue from prior contracts.
+Added: The Company did not receive equity as consideration for any customer contracts entered into during the years ended December 31, 2025 or 2024, but continues to recognize revenue from prior contracts.
Cell Engineering revenue recognized relating to non-cash consideration was $ 11.6 million, $ 61.4 million, and $ 48.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.
6 unchanged sentences
Unbilled receivables arise when revenue is recognized in excess of invoiced amounts and represent the Company’s unconditional right to consideration for goods or services already transferred to the customer.
−Removed: The balance of unbilled accounts receivable, included in accounts receivable, net in the accompanying consolidated balance sheets, was $ 11.3 million and $ 10.1 million as of December 31, 2024 and 2023, respectively.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
+Added: of unbilled accounts receivable, included in accounts receivable, net in the accompanying consolidated balance sheets, was $ 14.5 million and $ 11.3 million as of December 31, 2025 and 2024, respectively.
Contract liabilities, or deferred revenue, primarily consist of payments received in advance of performance under the contract or when the Company has an unconditional right to consideration under the terms of the contract before it transfers goods or services to the customer.
10 unchanged sentences
$ 40.9 million between 2026 and 2027;
+Added: $ 86.9 million between 2026 and 2028;
+Added: $ 3.4 million between 2026 and 2029;
and $ 4.4 million between 2026 and 2030.
7 unchanged sentences
• Cell Engineering consists of end-to-end cell engineering solutions and cell engineering tools offerings for biological R&D.
−Removed: The Company’s cell engineering platform includes two core assets:
−Removed: the Foundry, a highly efficient biology laboratory powered by proprietary workflows, custom software, robotic automation, and data science and analytics, and the Codebase, a collection of biological “parts” and a database of biological data used to program cells.
−Removed: The Cell Engineering segment includes costs incurred for the development, operation, expansion and enhancement of the Foundry and Codebase.
−Removed: Cell Engineering revenue is generated primarily through service fees and downstream value share in the form of milestone payments, royalties or equity interests.
+Added: The Company’s cell engineering platform includes R&D services (solutions) where Ginkgo performs technical activities.
+Added: Our Autonomous Lab is a flexible wet lab built from our Reconfigurable Automation Cart (“RAC”) systems capable of large scale data generation;
+Added: it powers generative AI and machine learning (“ML”) tools that enable more successful biological R&D.
+Added: We now offer services providing such data generation, AI and automation tools directly to Ginkgo customers.
+Added: Cell Engineering revenue is generated primarily through R&D service fees for our solutions and Datapoints services;
+Added: and design, build, installation and ongoing support fees for our automation solutions (RAC) systems.
+Added: Historically our solutions deals also included downstream value share in the form of milestone payments, royalties or equity interests.
• Biosecurity consists of the Company’s biomonitoring and bioinformatics support services, offered to both government and non-government customers through the Company's two core offerings:
2 unchanged sentences
Prior to 2024, Biosecurity revenue also included sales of COVID-19 diagnostic and sample collection test kits.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
The Company's reportable segments are those for which discrete financial information is available and whose results are regularly provided to the Company’s CODM, consisting of the Chief Executive Officer and the Chief Operating Officer, for the purpose of allocating resources and assessing financial performance.
1 unchanged sentence
The CODM is primarily provided with the segment operating income (loss) on a quarterly basis, as well as during the annual budgeting and forecasting process, and uses this information to monitor the Company’s performance, including budget-to-actual results, and to make decisions about the allocation of operating and capital resources to each segment.
−Removed: For management reporting purposes, the
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Company’s measure of segment operating income (loss) excludes the impact of stock-based compensation expense, depreciation and amortization, asset impairment charges, restructuring charges, costs associated with excess space, transaction and integration costs associated with planned, completed or terminated mergers and acquisitions, and acquired in-process research and development expenses.
+Added: For management reporting purposes, the Company’s measure of segment operating income (loss) excludes the impact of stock-based compensation expense, depreciation and amortization, asset impairment charges, restructuring charges, costs associated with excess space, transaction and integration costs associated with planned, completed or terminated mergers and acquisitions, and acquired in-process research and development expenses.
The Company has determined its significant segment expenses are cost of revenue for Biosecurity, research and development expenses for Cell Engineering, and general and administrative expenses for both segments, which are regularly provided to the CODM.
28 unchanged sentences
Restructuring charges (3)
+Added: 11,398 24,172 —
Carrying cost of excess space (net of sublease income) (4)
+Added: 53,723 25,986 —
Merger and acquisition related expenses (5)
4 unchanged sentences
Loss before income taxes $ ( 313,600 ) $ ( 547,508 ) $ ( 892,940 )
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
(1) Includes $ 1.2 million, $ 3.0 million, and $ 5.0 million in related employer payroll taxes for the years ended December 31, 2025, 2024, and 2023, respectively.
2 unchanged sentences
(3) See Note 3 , Restructuring, for composition of costs.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
(4) The carrying cost of excess space includes base rent, common area maintenance charges, and real estate taxes associated with facilities the Company is not occupying, net of any sublease income from these spaces.
2 unchanged sentences
(6) Includes interest income, interest expense, loss on investments, losses/gains on deconsolidation of subsidiaries, changes in fair value of certain assets and liabilities, and other gains or losses.
−Removed: Significant Collaboration Transactions with Related Parties
−Removed: BiomEdit, LLC
−Removed: In April 2022, the Company, along with one of its investors and third-party investors, including Elanco Animal Health Inc.
−Removed: (“Elanco”), launched BiomEdit, LLC (“BiomEdit”), a microbiome innovation company that intends to discover, design and develop novel probiotics, microbiome derived bioactives and engineered microbial medicines in the field of animal health.
−Removed: Concurrently with the launch, the Company entered into (i) an Intellectual Property Contribution Agreement (“BiomEdit IP Agreement”) that granted BiomEdit a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“BiomEdit TDA”) that establishes the terms under which the Company will provide technical research and development services, and (iii) a Common Unit Issuance Agreement (“BiomEdit CUIA”) which compensates the Company for its intellectual property contribution.
−Removed: Contemporaneous with these agreements, BiomEdit entered into a Series A Preferred Unit Purchase Agreement under which it sold 6.7 million Series A preferred units to one of the Company’s investors and a third-party investor, for aggregate proceeds of approximately $ 32.5 million.
−Removed: After the initial closing, BiomEdit may issue up to an additional 1.5 million Series A preferred units (the “Additional Units”) to one or more purchasers reasonably acceptable to the existing holders of Series A preferred units.
−Removed: In a subsequent closing in 2023, BiomEdit sold 0.8 million Additional Units for aggregate proceeds of $ 4.0 million and closed its Series A preferred unit financing.
−Removed: Under the BiomEdit IP Agreement, the Company licensed certain intellectual property to BiomEdit for use in the development or production of BiomEdit’s products that the parties will subsequently agree to research and develop under technical development plans (“TDP”).
−Removed: The license rights provide BiomEdit with the ability to commercialize the specified products from the corresponding TDP under the BiomEdit TDA.
−Removed: In return for the license to the intellectual property, BiomEdit issued the Company 3.9 million common units upon execution of the BiomEdit CUIA, with 0.7 million of those units subject to forfeiture in the event BiomEdit does not sell all of the Additional Units.
−Removed: Under the BiomEdit TDA, the parties jointly agree on TDPs, through equal representation on a joint steering committee, under which the Company will perform agreed-upon research and development services in return for consideration on a fixed fee or cost-plus basis for all services provided.
−Removed: Accounting Analysis
−Removed: The common unit investment in BiomEdit is considered an equity method investment as a result of the Company’s ability to exercise significant influence over BiomEdit’s financial and operating policies through its ownership of common units.
−Removed: The initial carrying value of the equity method investment in BiomEdit is the fair value of the nonforfeitable common units of $ 8.9 million received in exchange for the BiomEdit IP Agreement which, as discussed below, is being accounted for as non-cash consideration under ASC 606.
−Removed: The Company determined that the 0.7 million common units held by Ginkgo subject to forfeiture are considered variable consideration that is fully constrained at contract inception until the contingencies related to the issuance of the additional shares are resolved.
−Removed: Upon the closing of BiomEdit's Series A preferred unit financing in 2023, Ginkgo forfeited 0.3 million common units and retained 0.4 million common units for total consideration of $ 1.1 million.
−Removed: The fair value of BiomEdit’s common units was determined at inception of the agreements using the option pricing method.
−Removed: The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which was contemporaneous with the BiomEdit IP Agreement.
−Removed: The Series A preferred units issued by BiomEdit receive a liquidation preference prior to common units.
−Removed: As such, the Company concluded that this represents a substantive profit-sharing arrangement, and the Company is recognizing earnings and losses on the equity method investment using the HLBV method.
−Removed: The Company recorded a $ 1.5 million loss on its equity method investment in BiomEdit during the year ended December 31, 2023, which reduced the carrying value of the
+Added: Significant Collaboration Agreements and Transactions with Related Parties
+Added: The Company’s significant transactions with its related parties are primarily comprised of revenue generating activities under collaboration and license agreements.
+Added: Platform Ventures
+Added: The Company has partnered with other investors, including investors who were also Company investors at the time, to form business ventures, including Motif FoodWorks, Inc.
+Added: in 2018 (“Motif”), Allonnia, LLC in 2019 (“Allonnia”), Arcaea, LLC in 2021 (“Arcaea”), Verb Biotics, LLC in 2021 (“Verb”), Ayana Bio, LLC in 2021 (“Ayana”) and BiomEdit, LLC in 2022 (“BiomEdit”) (collectively “Platform Ventures”).
+Added: Each of these entities is privately held with the Company holding common equity interests in each.
+Added: The Company initially consolidated Ayana and Verb at formation as variable interests where the Company was initially the primary beneficiary, subsequently deconsolidating both in 2022 when it was concluded that was no longer the case.
+Added: With respect to the investments in Motif, Allonnia, Arcaea, and BiomEdit, the Company concluded these entities represent variable interest entities, however the Company has never been the primary beneficiary of these entities.
+Added: The Company accounts for its investments in Platform Ventures under the equity method.
+Added: Concurrently with the launch of each of the Platform Ventures, the Company received common equity and, with respect to Arcaea, subsequently received additional common equity.
+Added: The Company generally granted each Platform Venture licenses to certain of the Company’s intellectual property and executed Technical Development Agreements (“TDAs”) that established terms under which the Company would provide technical research and development services to those entities, generally in return for fees on a fixed fee or cost-plus basis for services provided.
+Added: The common equity investments in each of the Platform Ventures were initially recorded at the then fair values determined at inception of the investments.
+Added: The Company is recognizing earnings and losses on these equity method investments using the HLBV method.
+Added: Accordingly, the carrying values of each of the Platform Ventures investments were reduced to zero immediately following the Company’s investments.
+Added: There is no commitment for the Company to provide further financial support to these Platform Ventures, and therefore the carrying value of the equity method investments will not be reduced below zero.
+Added: The relationship with the Platform Ventures is as vendor-customer relationships and is within the scope of ASC 606, as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities.
+Added: The common equity issued to the Company represent non-cash consideration under revenue contracts.
+Added: While TDAs executed by the parties provides payment terms for future services, the TDAs do not provide for any transfer of goods or services between the parties as the Company contemplated provided licenses and services upon execution of future contemplated TDPs.
+Added: With the exception of Ayana and Verb, the Company’s performance obligations under the initial arrangements consisted of a number of estimated materials rights provided to the Platform Ventures (BiomEdit having four and Arcaea, Allonia and Motif having ten ) to future technical research and development services and commercial licenses under individual TDPs that the Company expected to execute.
+Added: These material rights equated in aggregate to the fair values of the common equity issued by each of the Platform Ventures to the Company and represented advanced payment for the license rights, which would be granted upon the execution of future applicable TDPs.
+Added: As there would be no additional payment for these license
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: equity method investment in BiomEdit to zero .
−Removed: There is no commitment for the Company to provide further financial support to BiomEdit, and therefore the carrying value of the equity method investment will not be reduced below zero .
−Removed: The relationship with BiomEdit is a vendor-customer relationship and is within the scope of ASC 606, as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities.
−Removed: The common units issued to the Company represent non-cash consideration.
−Removed: While the BiomEdit TDA has been executed by the parties and provides the payment terms for future services, the BiomEdit TDA does not provide for any transfer of goods or services between the parties.
−Removed: However, the Company will provide licenses and services upon execution of the contemplated TDPs.
−Removed: Accordingly, the Company concluded that the BiomEdit TDA, in combination with the BiomEdit CUIA, met the definition of a contract under ASC 606.
−Removed: Each TDP executed under the BiomEdit TDA will be accounted for in accordance with ASC 606.
−Removed: The Company’s performance obligations under the BiomEdit TDA consist of four material rights to future technical research and development services and commercial licenses under individual TDPs that the Company expects to execute.
−Removed: The material rights represent an advance payment for the license rights, which will be granted upon the execution of future TDPs.
−Removed: As there is no additional payment for these license rights when future TDPs are executed, the Company has determined that there is a material right associated with each of the contemplated TDPs under the BiomEdit TDA.
−Removed: The Company has allocated approximately $ 2.2 million of the upfront non-cash consideration to each of the four material rights based on the estimated standalone selling price of the performance obligations.
−Removed: In 2023, the additional $ 1.1 million of non-cash consideration, which represents previously constrained variable consideration, was allocated to each of the four performance obligations under the arrangement with BiomEdit of $ 0.3 million each consistent with the initial relative selling price allocation.
−Removed: Upon the execution of a TDP underlying a material right, the Company is obligated to provide technical research and development services under the TDP and a license to applicable patents and other intellectual property designed and developed under the TDP.
−Removed: The technical research and development services and license provided under a TDP are highly interdependent and interrelated with one another.
−Removed: Without the Company’s knowledge, expertise, and platform, there would not be a licensable strain or other commercializable product to transfer to BiomEdit.
−Removed: Further, BiomEdit has rights to intellectual property created as part of each TDP, irrespective of the result of the development.
−Removed: Therefore, each executed TDP underlying a material right consists of one combined performance obligation for the technical research and development services and license to be provided by the Company.
−Removed: For each TDP underlying a material right, the transaction price consists of (i) either a fixed fee or, if a cost-plus arrangement, variable consideration for the most likely amount of estimated consideration to be received and (ii) non-cash consideration allocated to the material rights.
−Removed: As the services performed by the Company under a TDP create or enhance an asset that
−Removed: BiomEdit controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time.
−Removed: The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract.
+Added: rights when future TDPs are executed, the Company determined that there are material rights associated with each of the contemplated TDPs under each of the TDAs.
+Added: The value of the material rights are included in deferred revenue until recognized as revenue.
+Added: The material rights are recorded as non-current deferred revenue until such time as the parties execute an applicable TDP inclusive of the material rights.
+Added: For each TDP underlying a material right, the transaction price consists of (i) either a fixed fee or, if a cost-plus arrangement, variable consideration for the most likely amount of estimated consideration to be received and (ii) non-cash consideration allocated to the material right.
+Added: As the services performed by the Company under a TDP inclusive of a material right, the Company creates or enhances an asset that the Platform Ventures controls, the Company satisfies the performance obligation and recognizes revenue over time using an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract.
Any revisions to the estimated total budgeted costs to complete, and the resulting impact on revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment.
−Removed: As of December 31, 2024 and 2023, the Company had a deferred revenue balance of $ 7.6 million and $ 7.7 million, respectively, with BiomEdit.
−Removed: During the years ended December 31, 2024, 2023 and 2022, the Company recognized revenue of $ 0.2 million, $ 2.2 million and $ 1.0 million, respectively, from services provided to BiomEdit.
−Removed: Summary of Arrangement
−Removed: Arcaea was formed in March 2021 to focus on the application of synthetic biology in the personal care products industry.
−Removed: In March 2021, the Company entered into (i) an Intellectual Property Contribution Agreement (“Arcaea IP Agreement”) that granted Arcaea a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Arcaea TDA”) that establishes the terms under which the Company will provide technical research and development services, and (iii) a Common Unit Issuance Agreement (“Arcaea CUIA”) which compensates the Company for its intellectual property contribution.
−Removed: Contemporaneous with these transactions, Arcaea entered into a Series A Preferred Unit Purchase Agreement under which it sold 1.8 million Series A preferred units to certain of the Company’s investors, for
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: aggregate proceeds of approximately $ 19.5 million.
−Removed: The Series A Preferred Unit Purchase Agreement provided for the sale and issuance of up to an additional 7.2 million Series A preferred units subsequent to the initial closing.
−Removed: In subsequent closings during 2021, Arcaea issued an additional 5.1 million Series A preferred units to existing and third-party investors for aggregate proceeds of approximately $ 57.1 million and closed its Series A preferred unit financing.
−Removed: As a result, the Company received an additional 5.2 million common units in Arcaea for total consideration of $ 35.5 million.
−Removed: Under the Arcaea IP Agreement, the Company licensed certain intellectual property to Arcaea for use in the development or production of Arcaea’s products that the parties will subsequently agree to research and develop under TDPs.
−Removed: The license rights provide Arcaea with the ability to commercialize the specified products from the corresponding TDP under the Arcaea TDA.
−Removed: In return for the license to the intellectual property, Arcaea has agreed to issue the Company up to 9.0 million common units in accordance with certain terms and conditions set forth within the agreements.
−Removed: The Company received 1.8 million common units upon execution of the Arcaea CUIA and an additional 5.2 million common units upon subsequent closings of the Series A preferred unit financing in 2021 (as discussed above).
−Removed: No additional common units are expected to be issued to the Company.
−Removed: Under the Arcaea TDA, the parties jointly agree on TDPs, through equal representation on a joint steering committee, under which the Company will perform agreed-upon research and development services in return for consideration on a fixed fee or cost-plus basis for all services provided.
−Removed: Accounting Analysis
−Removed: The common unit investment in Arcaea is considered an equity method investment as a result of the Company’s ability to exercise significant influence over Arcaea’s financial and operating policies through its ownership of common units.
−Removed: The initial carrying value of the equity method investment in Arcaea is the fair value of the common units of $ 11.9 million received in exchange for the Arcaea IP Agreement which, as discussed below, was accounted for as deferred revenue at inception.
−Removed: The fair value of Arcaea’s common units was determined at inception of the agreements using the option pricing method.
−Removed: The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which was contemporaneous with the Arcaea IP Agreement.
−Removed: Further, the Company determined the rights to up to an additional 7.2 million common units did not meet the definition of a freestanding financial instrument and are not representative of a derivative.
−Removed: The right to the additional common units is considered variable consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved.
−Removed: The Series A preferred units issued by Arcaea receive a liquidation preference prior to common units.
−Removed: As such, the Company concluded that this represents a substantive profit-sharing arrangement, and the Company is recognizing earnings and losses on the equity method investment using the HLBV method.
−Removed: The Company recorded a $ 11.9 million loss on its equity method investment in Arcaea in 2021.
−Removed: The loss allocated to the Company primarily relates to Arcaea’s accounting for the non-cash consideration related to the Arcaea IP Agreement as in-process research and development, which resulted in the full value of the Company’s intellectual property contribution being expensed in 2021.
−Removed: As of December 31, 2021, the carrying value of the equity method investment in Arcaea has been reduced to zero .
−Removed: There is no commitment for the Company to provide further financial support to Arcaea, and therefore the carrying value of the equity method investment will not be reduced below zero.
−Removed: The relationship with Arcaea is a vendor-customer relationship and is within the scope of ASC 606, as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities.
−Removed: The common units issued to the Company represent non-cash consideration.
−Removed: While the Arcaea TDA has been executed by the parties and provides the payment terms for future services, the Arcaea TDA does not provide for any transfer of goods or services between the parties.
−Removed: However, the Company will provide licenses and services upon execution of the contemplated TDPs.
−Removed: Accordingly, the Company concluded that the Arcaea TDA, in combination with the Arcaea CUIA, met the definition of a contract under ASC 606.
−Removed: Each TDP executed under the Arcaea TDA will be accounted for in accordance with ASC 606.
−Removed: The Company’s performance obligations under the contract consist of ten material rights to future technical research and development services and commercial licenses under individual TDPs that the Company expects to execute under the Arcaea TDA.
−Removed: The material rights represent an advance payment for the license rights, which will be granted upon the execution of future TDPs.
−Removed: As there is no additional payment for these license rights when future TDPs are executed, the Company has determined that there is a material right associated with each of the contemplated additional TDPs under the Arcaea TDA.
−Removed: The Company has allocated approximately $ 1.2 million of the upfront non-cash consideration to each of the ten material rights based on the estimated standalone selling price of the performance obligations.
−Removed: During the year ended
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, the additional $ 35.5 million of non-cash consideration, which represents previously constrained variable consideration, was allocated to each of the ten performance obligations under the arrangement with Arcaea of $ 3.6 million each consistent with the initial relative selling price allocation.
−Removed: Unexercised material rights are recorded as non-current deferred revenue until such time as the parties execute a TDP conveying a commercial license.
−Removed: Upon the execution of a TDP underlying a material right, the Company is obligated to provide technical research and development services under the TDP and a license to applicable patents and other intellectual property designed and developed under the TDP.
−Removed: The technical research and development services and license provided under a TDP are highly interdependent and interrelated with one another.
−Removed: Without the Company’s knowledge, expertise, and platform, there would not be a licensable strain or other commercializable product to transfer to Arcaea.
−Removed: Further, Arcaea has rights to intellectual property created as part of each TDP, irrespective of the result of the development.
−Removed: Therefore, each executed TDP underlying a material right consists of one combined performance obligation for the technical research and development services and license to be provided by the Company.
−Removed: For each TDP underlying a material right, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and non-cash consideration allocated to the material rights.
−Removed: As the services performed by the Company under a TDP create or enhance an asset that Arcaea controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time.
−Removed: The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract.
−Removed: Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment.
−Removed: As of December 31, 2024 and 2023, the Company had a deferred revenue balance of $ 28.4 million and $ 33.1 million, respectively, with Arcaea.
−Removed: During the years ended December 31, 2024, 2023 and 2022, the Company recognized revenue of $ 4.7 million, $ 6.0 million and $ 13.5 million, respectively, from services provided to Arcaea.
−Removed: Allonnia, LLC
−Removed: Summary of Arrangement
−Removed: In December 2019, the Company entered into (i) an Intellectual Property Contribution Agreement (“Allonnia IP Agreement”) that granted Allonnia a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Allonnia TDA”) that establishes the terms under which the Company is providing technical development services, and (iii) a Common Unit Issuance Agreement which provides for the issuance of common units of Allonnia to the Company in exchange for the license rights granted under the Allonnia IP Agreement.
−Removed: Contemporaneous with these agreements, Allonnia entered into a Series A Preferred Unit Purchase Agreement under which Allonnia sold 3.0 million Series A Preferred Units to certain of the Company’s investors, as well as a third-party investor, for aggregate proceeds of approximately $ 33.0 million.
−Removed: Allonnia also agreed to issue an additional 0.6 million Series A Preferred Units to a strategic partner as compensation for the delivery of future services to Allonnia.
−Removed: The Series A Preferred Unit Purchase Agreement also provided for the sale and issuance of up to an additional 5.4 million Series A Preferred Units subsequent to the initial closing.
−Removed: In 2020, Allonnia issued an additional 1.8 million Series A Preferred Units, 1.7 million of which were sold for aggregate proceeds of $ 18.5 million and 180,000 of which were issued in exchange for the rights to certain intellectual property which will vest based on the achievement of milestones associated with the development of the intellectual property received.
−Removed: In 2021, Allonnia issued an additional amount of less than 0.1 million Series A Preferred Units for aggregate proceeds of $ 0.2 million and closed its Series A Preferred Unit financing.
−Removed: In 2023, Allonnia raised an additional $ 30 million through a Series A extension.
−Removed: Under the Allonnia IP Agreement, the Company licensed intellectual property to Allonnia for use in the development or production of its products that the parties will subsequently agree to develop under TDPs.
−Removed: The license rights provide Allonnia with the ability to commercialize the specified products from the corresponding strain or enzyme, which can only be developed by the Company under the Allonnia TDA.
−Removed: The Company received 3.6 million common units as consideration for the license upon execution of the Allonnia IP Agreement and an additional 1.9 million common units during the year ended December 31, 2021 in connection with the closing of the Series A preferred unit financing.
−Removed: Under the Allonnia TDA, the parties jointly agree, through equal representation on a joint steering committee, on TDPs for specific strains and enzymes, in which the Company will perform agreed upon development services in return for consideration on a fixed fee or cost-plus basis for all services provided.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Accounting Analysis
−Removed: The common unit investment in Allonnia is considered an equity method investment as a result of the Company’s ability to exercise significant influence over Allonnia's financial and operating policies through its ownership of common units.
−Removed: The initial carrying value of the equity method investment in Allonnia is the fair value of the common units of $ 24.5 million received in exchange for the Allonnia IP Agreement which, as discussed below, was accounted for as deferred revenue at inception.
−Removed: The fair value of Allonnia’s common units was determined at inception of the agreements using the option pricing method.
−Removed: The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A Preferred Unit financing, which was contemporaneous with the Allonnia IP Agreement.
−Removed: Further, the Company determined the rights to up to an additional 5.4 million common units did not meet the definition of a freestanding financial instrument and are not representative of a derivative.
−Removed: The right to the additional common units is considered variable consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved.
−Removed: This contingency was resolved in 2021 when the Company received an additional 1.9 million common units in connection with the closing of the Series A preferred unit financing.
−Removed: The Series A Preferred Units issued by Allonnia receive a liquidation preference prior to common units.
−Removed: As such, the Company concluded that this represents a substantive profit-sharing arrangement and the Company is recognizing earnings and losses on the equity method investment using the HLBV method.
−Removed: The Company recorded a loss on equity method investment of $ 24.5 million in 2019 and $ 12.7 million in 2021 as a result of the application of the HLBV method.
−Removed: The loss allocated to the Company primarily relates to Allonnia’s accounting for the non-cash consideration related to the Allonnia IP Agreement as in-process research and development, which resulted in the full value of the Company’s intellectual property contribution being expensed in the year that the shares were issued.
−Removed: As of December 31, 2021, the carrying value of the equity method investment in Allonnia has been reduced to 0 .
−Removed: There is no commitment for the Company to provide further financial support to Allonnia and therefore the carrying value of the equity method investment will not be reduced below zero.
−Removed: The relationship with Allonnia is a vendor-customer relationship and is within the scope of ASC 606 as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities and the common units represent non-cash consideration.
−Removed: While the Allonnia TDA has been executed by the parties and provides the payment terms for future services, the Allonnia TDA does not provide for any transfer of goods or services between the parties.
−Removed: However, the Company will provide licenses and services upon execution of the contemplated TDPs.
−Removed: Accordingly, the Company concluded that the Allonnia TDA met the definition of a contract under ASC 606 and each TDP executed under the Allonnia TDA will be accounted for in accordance with ASC 606.
−Removed: The Company’s performance obligations under the contract consist of ten material rights related to the estimated number of TDPs the parties expect to execute under the Allonnia TDA.
−Removed: The material rights represent an advance payment for the license rights which will be granted upon the execution of each TDP.
−Removed: As there is no additional payment for these license rights upon execution of a TDP, the Company has determined that there is a material right associated with each of the contemplated future TDPs.
−Removed: The Company has allocated $ 2.5 million of the upfront non-cash consideration to each of the 10 performance obligations under the contract based on the estimated standalone selling price of the performance obligations.
−Removed: Unexercised material rights are recorded as non-current deferred revenue until such time as the parties execute a TDP.
−Removed: Upon the execution of each TDP, the Company is obligated to provide development services under the TDP and a license to applicable patents and other intellectual property to the ingredient developed under the plan.
−Removed: The license and research and development services under a TDP are highly interdependent and interrelated with one another.
−Removed: Without the Company’s knowledge, expertise, and platform, there would not be a licensable strain or other commercializable product to transfer to Allonnia.
−Removed: Further, Allonnia has rights to all development intellectual property created as part of each TDP, irrespective of the result of the development.
−Removed: Therefore, each executed TDP consists of one combined performance obligation for the license and research and development services to be performed by the Company.
−Removed: For each TDP, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and the $ 2.5 million allocation of the fixed non-cash consideration.
−Removed: As the services performed by the Company create or enhance an asset that Allonnia controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time.
−Removed: The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract.
−Removed: Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment.
−Removed: In 2023, the additional non-cash consideration of $ 12.7 million, which represents previously constrained variable consideration, was allocated to all of the performance obligations
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: consistent with the initial relative selling price allocation and a cumulative catch up was recognized for the TDPs in process.
−Removed: As of December 31, 2024 and 2023, the Company had a deferred revenue balance of $ 36.5 million and $ 36.1 million, respectively, with Allonnia.
−Removed: During the years ended December 31, 2024, 2023 and 2022, the Company recognized revenue of $ 0.1 million, $ 0.5 million and $ 4.3 million, respectively, from services provided to Allonnia.
−Removed: Motif FoodWorks, Inc.
−Removed: Summary of Arrangement
−Removed: In September 2018, the Company entered into (i) an Intellectual Property Contribution Agreement (“Motif IP Agreement”) with Motif that granted Motif a license to certain of the Company’s intellectual property and (ii) a Technical Development Agreement (“Motif TDA”) that establishes the terms under which the Company is providing technical development services.
−Removed: Under the Motif IP Agreement, the Company licensed intellectual property to Motif for use in strain development to produce ingredients that the parties will subsequently agree to develop under TDPs.
−Removed: The license rights provide Motif with the ability to commercialize the specified ingredients from the corresponding strain, which can only be developed by the Company under the Motif TDA.
−Removed: In return for the license to the intellectual property, Motif granted the Company 9.0 million shares of common stock.
−Removed: Concurrent with the Motif IP Agreement, Motif also sold 8.1 million shares of Series A preferred stock to certain of the Company’s investors, as well as third-party investors, for aggregate proceeds of approximately $ 90.0 million.
−Removed: The Motif TDA governs the procurement of the Company’s expertise and technical development services to collaborate in the research, development, and commercialization of specified ingredients.
−Removed: Under the Motif TDA, the parties jointly agree on TDPs for specific ingredients, in which the Company will perform agreed upon development services in return for consideration on a fixed fee or cost-plus fixed margin basis for all services provided.
−Removed: At inception, the Company estimated that it would execute ten TDPs with Motif.
−Removed: Accounting Analysis
−Removed: The investment in Motif common stock is considered an equity method investment as a result of the Company’s ability to exercise significant influence over the financial and operating policies through its common stock ownership.
−Removed: The initial carrying value of the equity method investment in Motif is the fair value of the common stock received in exchange for the Motif IP Agreement of $ 65.1 million which, as discussed below, is being accounted for as non-cash consideration under ASC 606.
−Removed: As Motif’s Series A preferred stockholders receive a liquidation preference prior to common stock, the Company concluded that this represents a substantive profit-sharing arrangement.
−Removed: Accordingly, the Company is recognizing earnings and losses on the equity method investment using the HLBV method.
−Removed: The Company recorded a loss on equity method investment of $ 65.1 million from inception through December 31, 2018 which reduced the carrying value to zero.
−Removed: The loss allocated to the Company primarily relates to Motif’s accounting for the non-cash consideration related to the Motif IP Agreement as in-process research and development, which resulted in the full value of Company’s intellectual property contribution being expensed in the period ended December 31, 2018, at which time the carrying value of the equity method investment in Motif had been reduced to zero.
−Removed: There is no commitment for the Company to provide further financial support to Motif and therefore the carrying value of the equity method investment will not be reduced below zero.
−Removed: As a result, no loss was recognized during the years ended December 31, 2024, 2023 and 2022 on the equity method investment.
−Removed: The overall arrangement with Motif is a vendor-customer relationship and is within the scope of ASC 606 as the provision of development services and corresponding license rights are considered a part of the Company’s ordinary activities.
−Removed: The licenses contemplated under the Motif IP Agreement are contingent upon a TDP being agreed to by the parties under the Motif TDA and only relate to strains that are developed under a TDP.
−Removed: While the TDPs require approval by the parties, the parties initially estimated that ten TDPs would be negotiated under the arrangement.
−Removed: The Company’s performance obligations under the Motif IP Agreement consist of ten material rights, related to the initial set of ingredients that the parties desired to develop in the first two years .
−Removed: The material rights represent an advance payment for the license rights which will be granted upon the execution of each TDP.
−Removed: As there is no additional payment for these license rights upon execution of a TDP, the Company has determined that there is a material right associated with each of the contemplated TDPs.
−Removed: The common stock received under the Motif IP Agreement is considered non-cash consideration and has been recognized at fair value.
−Removed: The Company determined the fair value of the common stock was $ 65.1 million at
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: inception of the agreement with the assistance of a third-party valuation specialist, which was initially recorded as non-current deferred revenue.
−Removed: The option pricing model used a back-solve methodology to determine the total equity value based on the pricing of the Series A financing, which was contemporaneous with the Motif IP Agreement.
−Removed: The Company has allocated $ 6.5 million to each of the ten material rights.
−Removed: The Company allocated the transaction price based on the estimated standalone selling price of the material rights which is, in turn, based on the intrinsic value of the right and the probability of exercise.
−Removed: Upon the execution of each TDP, the Company is obligated to provide development services under the TDP and a license to applicable patents and other intellectual property to the ingredient developed under the plan.
−Removed: The license and research and development services under a TDP are highly interdependent and interrelated with one another.
−Removed: Without the Company’s knowledge, expertise and platform, there would not be a licensable strain or other commercializable product to transfer to Motif.
−Removed: Further, Motif has rights to all development intellectual property created as part of each TDP, irrespective of the result of the development.
−Removed: Therefore, each executed TDP consists of one combined performance obligation for the license and research and development services to be performed by the Company.
−Removed: For each TDP, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the fixed fee or cost-plus arrangement and the $ 6.5 million which was allocated to the associated material right under the Motif IP Agreement.
−Removed: As the services performed by the Company create or enhance an asset (i.e., the specified ingredient) that Motif controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time.
−Removed: The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract.
−Removed: Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment.
−Removed: As of December 31, 2023, the Company had a deferred revenue balance of $ 45.4 million with Motif.
−Removed: Effective in August 2024, the Motif IP Agreement and the Motif TDA were mutually terminated with no adjustment to the original consideration.
−Removed: As a result, the Company has no further obligation to perform services for Motif and, accordingly, the remaining $ 45.4 million in deferred revenue has been recognized in full as revenue during the year ended December 31, 2024.
−Removed: Revenue recognized during the years ended December 31, 2023 and 2022 was $ 6.7 million and $ 1.9 million, respectively.
+Added: In August 2024, the Company and Motif mutually terminated its services agreements with no adjustment to the original consideration.
+Added: As a result, the Company has no further obligation to perform services for Motif and, accordingly, the then remaining $ 45.4 million in material rights deferred revenue has been recognized in full as revenue during the year ended December 31, 2024.
+Added: In March 2025, the Company and BiomEdit mutually terminated its services agreements with no adjustment to the original consideration.
+Added: As a result, the Company has no further obligation to perform services for BiomEdit, and accordingly, the then remaining $ 7.5 million in material rights deferred revenue has been recognized in full as revenue during the year ended December 31, 2025.
+Added: BiomEdit is no longer considered a significant related party due to a reduction of the Company’s equity ownership interest that occurred during the year ended December 31, 2025.
Genomatica, Inc.
−Removed: 2016 Genomatica Agreement
+Added: The Company has also partnered with Genomatica, Inc.
+Added: (“Genomatica”), a previously established business that is privately held.
+Added: Genomatica is deemed a variable interest entity, however the Company has never been the primary beneficiary of this entity
In 2016, the Company purchased Series A preferred stock of Genomatica, Inc.
−Removed: (“Genomatica”), a biotechnology company specializing in the development and manufacturing of intermediate and specialty chemicals from both sugar and alternative feedstocks.
−Removed: The Company also entered into a Collaboration Agreement with Genomatica (“Genomatica Collaboration”) in connection with the financing.
−Removed: The Genomatica Collaboration was entered into to share expertise on biotechnology solutions.
−Removed: Specifically, Genomatica provided the Company with scale-up and process optimization functions, and the Company has provided Genomatica with certain technology development functions generally centered on high throughput strain engineering capabilities.
−Removed: The Genomatica Collaboration’s focus was on obtaining new customers for either party that could benefit from the combined expertise of both parties, and the agreement provides for profit-sharing allocations between Genomatica and the Company depending on the category of the potential product.
−Removed: Each party is responsible for their own costs incurred under an agreed upon TDP.
−Removed: 2018 Genomatica Agreement
−Removed: In September 2018, the Company entered into a stock purchase agreement with Genomatica under which it received $ 40.0 million of Series B preferred stock from Genomatica.
−Removed: In lieu of cash consideration, the Company entered into a Foundry Terms of Service Agreement (“Genomatica FSA”) with Genomatica in which the Company would provide up to $ 40.0 million in services at no charge to Genomatica (“Initial Prepayment”).
−Removed: The Genomatica FSA terminated the Genomatica Collaboration and changed the pricing terms for work performed under TDPs to a cost-plus fixed margin agreement.
−Removed: Genomatica can apply a portion of the $ 40.0 million in prepaid services to outstanding invoices under the Genomatica FSA, subject to certain limitations that require cash payment for services over certain monthly thresholds.
−Removed: Further, while the Genomatica FSA replaced the Genomatica Collaboration, any fees that would have been paid to or by the Company under contracts previously governed by the Genomatica Collaboration continued to be shared between the parties.
−Removed: These amounts are either (i) added to, if payable to the Company, or (ii) reduced from, if payable to Genomatica, the balance of
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: the prepaid services over the term of the arrangement, with certain restrictions.
−Removed: As of December 31, 2021 and 2020, the Company has received $ 8.3 million and $ 6.9 million, respectively, under the Genomatica FSA.
−Removed: All contracts previously governed by the Genomatica Collaboration have ended as of December 31, 2021, therefore, no additional payments are expected.
−Removed: Accounting Analysis
−Removed: The Company concluded the preferred stock investment was not in-substance common stock and therefore did not qualify for accounting as an equity method investment.
−Removed: Rather, the Company concluded the preferred stock investment should be accounted for as an equity security as it represents an ownership interest in Genomatica that is not mandatorily redeemable nor does the Company have the unilateral right to redeem the preferred stock.
−Removed: Genomatica’s preferred stock is not exchange-traded and does not have a readily determinable fair value.
−Removed: Therefore, the Company accounts for the Genomatica preferred stock under the measurement alternative for equity investments that do not have a readily determinable fair value, which in this case is at historical cost.
−Removed: As of December 31, 2024 and 2023, the cost of the investment in Genomatica preferred stock was zero and $ 11.9 million, respectively, and is included in investments on the consolidated balance sheet.
−Removed: Under the Genomatica Collaboration, the Company was entitled to receive a portion of fees earned from third party customers of Genomatica that were within the scope of the agreement.
−Removed: The Company accounted for the collaboration under ASC 808, however the Company applied ASC 606 by analogy for measurement and recognition purposes.
−Removed: Under the Genomatica Collaboration, the Company’s promises consisted of (i) licenses to the Company’s intellectual property, related to the specified development work, and (ii) research and development services.
−Removed: The Company determined that there was a single, combined performance obligation consisting of research services and licenses to certain intellectual property.
−Removed: The Company recognized the revenue for the combined performance obligation using an over-time input method, as the Company’s performance under the contract created or enhanced the target product or strain as such product or strain was developed.
−Removed: The Company measured progress based on the cost incurred relative to total forecasted cost.
−Removed: The Genomatica FSA represents a modification to the Genomatica Collaboration that resulted in a change in transaction price from milestones to a cost-plus fixed margin structure.
−Removed: The Genomatica FSA did not result in the addition of any distinct promised goods or services, and the Company’s remaining obligation post-modification was to finish the partially satisfied development work that had commenced under the Genomatica Collaboration.
−Removed: This performance obligation was satisfied during the year ended December 31, 2019 and the parties have entered into subsequent TDPs under the Genomatica FSA.
−Removed: As of December 31, 2024 and 2023, the Company had a deferred revenue balance of $ 0.6 million and $ 2.0 million, respectively, with Genomatica.
−Removed: During the years ended December 31, 2024, 2023 and 2022, the Company recognized revenue of $ 1.5 million, $ 4.2 million and $ 10.9 million, respectively, from services provided to Genomatica.
−Removed: Joyn Bio, LLC
−Removed: Summary of Arrangement
−Removed: In September 2017, the Company and certain other investors formed Cooksonia for the purposes of holding the Company’s investment in Joyn Bio.
−Removed: Concurrently, Cooksonia entered into a commitment agreement with Bayer CropScience LP (“Bayer”) to form Joyn Bio.
−Removed: The purpose of Joyn Bio was to research, develop, discover, and commercialize engineered microbes for use in agriculture.
−Removed: The initial program used advanced techniques in biology to study and engineer naturally occurring soil microbes and their nitrogen-fixing genes to enable crops to produce their own fixed nitrogen and reduce the nitrogen fertilizer required.
−Removed: The Company contributed $ 5.0 million in cash and certain intellectual property to Cooksonia in exchange for a 70 % equity interest in Cooksonia (“Class A Units”).
−Removed: Cooksonia received $ 20.0 million in cash from another investor, who is a related party of the Company, for a 20 % equity interest in Cooksonia (“Class B Units”).
−Removed: Cooksonia also received certain intellectual property from Genomatica and issued Genomatica a 10 % equity interest in Cooksonia (“Cooksonia Class C Units”) and paid Genomatica $ 5.0 million in cash.
−Removed: Subsequently, Cooksonia contributed $ 20.0 million and all intellectual property received from the Company and Genomatica in exchange for a 50 % equity interest in Joyn Bio.
−Removed: Bayer contributed $ 20.0 million in cash funding plus specified intellectual property.
−Removed: In addition, Bayer committed to contribute up to an additional $ 60.0 million to be paid subject to certain funding procedures.
−Removed: In return, Bayer obtained a 50 % equity interest in Joyn Bio.
−Removed: The agreements may be terminated by mutual agreement, following a change in control, and for breach.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Joyn Bio was governed by a Board of Managers (“Joyn Bio Board”) comprised of equal representation of the Company and Bayer.
−Removed: The Joyn Bio Board had all the rights, powers, obligations, and authority to manage the business and affairs of Joyn Bio.
−Removed: The Company also entered into a Foundry Services Agreement (“Joyn Bio FSA”) with Joyn Bio under which the Company will provide Joyn Bio with technical services and preferred access to the Company’s facilities.
−Removed: Joyn Bio paid the Company a nonrefundable $ 20.0 million prepayment for services to be provided under the Joyn Bio FSA (“Joyn Bio Prepaid Services”).
−Removed: The Joyn Bio Prepaid Services can be utilized for technical services performed by the Company, its subcontractors, and third parties involved in the performance of the overall technical services.
−Removed: Amounts due to the Company are applied to the balance of Joyn Bio Prepaid Services as earned.
−Removed: During the year ended December 31, 2019, Joyn Bio made an additional $ 15.0 million prepayment for services (“Joyn Bio Additional Prepaid Services”).
−Removed: Under certain Joyn Bio termination scenarios, any amount of unused Joyn Bio Additional Prepaid Services shall be repaid by the Company to Joyn Bio.
−Removed: Accounting Analysis
−Removed: From inception, the Company’s investment in Cooksonia has represented a controlling financial interest, resulting in consolidation of Cooksonia within the Company’s consolidated financial statements (see Note 7 ).
−Removed: The initial cash and in-kind contributions the Company made to Cooksonia have been recorded at carrying value as the transaction was with entities under common control.
−Removed: All assets of Cooksonia after the initial investments, net of the amounts paid to Genomatica, were contributed to Joyn Bio for a 50 % equity interest in Joyn Bio.
−Removed: The initial carrying value of the Company’s equity interest in Cooksonia was $ 13.1 million, comprised of the initial $ 5.0 million cash investment and an $ 8.1 million adjustment for Cooksonia’s claim on net assets in accordance with ASC 810, Consolidation, recognized to reflect a certain investor’s liquidation preference in a termination event that represents a substantive profit-sharing agreement.
−Removed: The initial carrying value of the non-controlling interest was comprised of cash and intellectual property contributions from the other investors of $ 29.7 million, less the $ 8.1 million adjustment for the non-controlling interest holders’ claim on the net assets of Cooksonia.
−Removed: Cooksonia accounted for its 50 % equity interest in Joyn Bio as an equity method investment based on the size of its equity interest and its influence on the board of directors.
−Removed: The equity method investment in Joyn Bio was recorded at an initial carrying value of $ 97.9 million, which was the fair value of Cooksonia’s interest in Joyn Bio.
−Removed: The fair value was determined by management with the assistance of a third-party valuation specialist.
−Removed: The option pricing model used a back-solve methodology to determine the total equity value based on the pricing of the Class B Units which were exchanged for cash.
−Removed: The license of intellectual property to Joyn Bio has been accounted for under ASC 606 as described below.
−Removed: Upon liquidation, the net assets of Joyn Bio are not distributed in accordance with each party’s respective ownership interest.
−Removed: Depending on the circumstances or type of liquidation event, Bayer or Cooksonia may receive certain preference payments or priority in the assets that are distributed.
−Removed: These preferences represent a substantive profit-sharing arrangement and, accordingly, Cooksonia recognized earnings and losses on its equity method investment using the HLBV method.
−Removed: Refer to Note 7 for additional details on Cooksonia's investment in Joyn Bio.
−Removed: The Company accounted separately under ASC 606 for Cooksonia’s contribution of its intellectual property and the services performed by the Company under technical project plans governed by the Joyn Bio FSA.
−Removed: The Company accounted for the intellectual property sale and the technical services separately as the two agreements were not negotiated with a single commercial objective, the consideration under each agreement was not interdependent, and the intellectual property contribution from Cooksonia was separate and distinct from the research and development services performed under the Joyn Bio FSA.
−Removed: The Company considers the granting of licenses to the Company’s intellectual property as part of its ordinary business activities, and therefore Cooksonia’s contribution of intellectual property to Joyn Bio represented a contract with a customer.
−Removed: The intellectual property contained multiple licenses for which control transferred at inception and all revenue associated with the licenses was recognized during the year ended December 31, 2017.
−Removed: The Joyn Bio FSA functioned as a master services agreement that provided a framework for the research and development services relationship between the Company and Joyn Bio.
−Removed: The Joyn Bio FSA did not create a contract under ASC 606 as it did not identify goods or services to be performed nor did it define consideration under the contract.
−Removed: Upon the execution of a technical project plan under the Joyn Bio FSA, the arrangement qualified as a contract under ASC 606.
+Added: for $ 15.0 million and entered into a collaboration agreement, which was subsequently terminated in September 2018, whereby the Company received $ 40.0 million of Series B preferred stock in Genomatica in exchange for providing Genomatica with up to $ 40.0 million in services at no charge to Genomatica.
+Added: The agreements between the Company and Genomatica were determined to be within the scope of ASC 606 directly or by analogy.
+Added: The Company recognized the revenue for the combined performance obligations using an over-time input method.
+Added: The Company concluded the preferred stock investments were not in-substance common stock and therefore did not qualify for accounting as an equity method investment and should be accounted for as equity security under the measurement alternative for equity investments that do not have a readily determinable fair value.
+Added: As of December 31, 2024, the Company determined that the investment had substantially no value.
+Added: During the years ended December 31, 2024, and 2023, the Company recorded impairment losses of $ 11.9 million, and $ 33.0 million, respectively, related to its investment in Genomatica preferred stock.
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: The Company accounted for each technical project separately.
−Removed: Each technical project plan provided for distinct services in the context of the contract, was separately negotiated with Joyn Bio, focused on different specified strains with separate scopes of work, and had its own budget.
−Removed: The sole performance obligation under each individual technical project plan consisted of the research and development services as the requisite licenses were transferred prior to the execution of the technical project plans.
−Removed: The transaction price for each technical project plan was determined at plan inception based on the consideration that the Company negotiated in exchange for the services to be provided.
−Removed: The Company’s performance under each technical project plan created or enhanced assets under Joyn Bio’s control.
−Removed: Joyn Bio received the benefits of the output of the research and development services which allowed Joyn Bio to make strategic business decisions on the direction of each product candidate.
−Removed: Therefore, the Company satisfied the respective performance obligations and recognized revenue over time.
−Removed: On October 17, 2022, Bayer and Ginkgo entered into the JV Termination Agreement, which initiated the dissolution of Joyn Bio (see Note 4 ).
−Removed: Upon dissolution, the Company's deferred revenue balance with Joyn Bio was applied to Bayer’s Technical Development Agreement with the Company.
−Removed: During the year ended December 31, 2022, the Company recognized revenue of $ 2.9 million from services provided to Joyn Bio for which the balance was applied against deferred revenue.
+Added: Related Party Transactions
+Added: Significant related party transactions included in the consolidated balance sheet, excluding the Company’s investments and equity method investments, are summarized below (in thousands):
+Added: As of December 31,
+Added: Deferred revenue, current and non-current:
+Added: Allonnia $ 36,495 $ 36,495
+Added: Arcaea 28,413 28,413
+Added: BiomEdit — 7,583
+Added: Genomatica — 564
+Added: $ 64,908 $ 73,055
+Added: Significant related party transactions included in the consolidated statements of operations and comprehensive loss, excluding the losses on the Company’s investments and equity method investments, are summarized below (in thousands):
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: Cell Engineering revenue:
+Added: Motif FoodWorks $ — $ 45,445 $ 6,660
+Added: Arcaea — 4,653 6,024
+Added: Genomatica 564 1,453 4,232
+Added: Ayana Bio 637 1,028 1,323
+Added: BiomEdit 7,583 197 2,171
+Added: Verb Biotics — — 584
+Added: Allonnia — 126 523
+Added: Other equity investees — 139 705
+Added: $ 8,784 $ 53,041 $ 22,222
+Added: Refer to Notes 7 for additional details on the Company’s investments and equity method investments held in its related parties.
Employee Benefit Plan
9 unchanged sentences
Total $ ( 313,600 ) $ ( 547,508 ) $ ( 892,940 )
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023, the Company recorded the following income tax expense (benefit) (in thousands):
5 unchanged sentences
Federal — — —
−Removed: State — — ( 3,943 )
Foreign ( 1,364 ) ( 936 ) ( 884 )
1 unchanged sentence
Income tax benefit $ ( 837 ) $ ( 479 ) $ ( 71 )
+Added: A reconciliation of income tax benefit computed by applying the 21% statutory U.S.
+Added: Federal income tax rate to income before income taxes after the adoption of ASU 2023-09 for year ended December 31, 2025 is as follows:
+Added: Year Ended December 31,
+Added: (in thousands) Percent
+Added: Statutory Rate $ ( 65,856 ) 21.0 %
+Added: State and Local Income Taxes (1) 663 ( 0.2 ) %
+Added: Foreign Tax Effects
+Added: Other foreign jurisdictions ( 743 ) 0.2 %
+Added: Nontaxable or Nondeductible Items
+Added: Stock compensation 14,728 ( 4.7 ) %
+Added: Limitation on executive compensation 1,495 ( 0.5 ) %
+Added: Gain/Loss on investments 3,446 ( 1.1 ) %
+Added: Other 461 ( 0.1 ) %
+Added: Research & Development Credits ( 1,079 ) 0.4 %
+Added: Changes in Valuation Allowance 45,212 ( 14.4 ) %
+Added: Other 836 ( 0.3 ) %
+Added: Effective tax rate $ ( 837 ) 0.3 %
+Added: (1) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include Massachusetts and New York state and city.
+Added: A reconciliation of income tax benefit computed at the statutory corporate income tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023 is as follows:
Ginkgo Bioworks Holdings, Inc.
Notes to Consolidated Financial Statements
−Removed: A reconciliation of income tax benefit computed at the statutory corporate income tax rate to the effective income tax rate for the years ended December 31, 2024, 2023 and 2022 is as follows:
Year Ended December 31,
−Removed: 2024 2023 2022
Federal income tax at statutory rate 21.0 % 21.0 %
7 unchanged sentences
Effective tax rate 0.1 % — %
+Added: For the years ended December 31, 2025, the amount of cash income taxes paid by the Company was as follows (in thousands):
+Added: Year Ended December 31,
+Added: State and local:
+Added: California 12
+Added: South Carolina 148
+Added: All other state and local 32
+Added: Cash income taxes, net of refunds $ 192
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
The Company’s deferred tax assets and liabilities consist of the following (in thousands):
10 unchanged sentences
Investments in subsidiaries 59,027 57,534
+Added: Property, plant, and equipment 2,464 —
Other 1,257 1,232
14 unchanged sentences
Year ended December 31, 2024 $ 711,778 $ 60,074 $ 771,852
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets.
2 unchanged sentences
The Company reevaluates the positive and negative evidence at each reporting period.
−Removed: The valuation allowance increased on a net basis by $ 60.1 million during the year ended December 31, 2024 primarily due to increases in the deferred tax assets related to net operating loss carryforwards, and capitalized research and development costs as required by the Tax Cuts and Jobs Act of 2017, and decreases in the deferred tax liabilities related to intangible assets due to the sale of Altar SAS, partially offset by decreases in the deferred tax asset related to equity compensation.
+Added: The valuation allowance increased on a net basis by $ 68.2 million during the year ended December 31, 2025 primarily due to increases in the deferred tax assets related to net operating loss carryforwards partially offset by the continued amortization of capitalized research and development costs as allowed by certain provisions of the One Big Beautiful Bill Act of 2025.
As of December 31, 2025, the Company had federal net operating loss carryforwards of approximately $ 1.8 billion, of which $ 139.2 million will begin to expire in 2029 and $ 1.6 billion can be carried forward indefinitely.
−Removed: As of December 31, 2024, the Company had state net operating loss carryforwards of approximately $ 1.2 billion, of which $ 991.7 million will begin to expire in 2030 and $ 162.3 million can be carried forward indefinitely.
+Added: As of December 31, 2025, the Company had state net operating loss carryforwards of approximately $ 1.5 billion, of which $ 1.2 billion will begin to expire in 2030 and $ 257.5 million can be carried forward indefinitely.
+Added: The Company also had $ 3.9 million of foreign net operating losses as of December 31, 2025, of which $ 1.5 million will begin to expire in 2034 and $ 2.4 million can be carried forward indefinitely.
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
As of December 31, 2025, the Company had federal research and development tax credit carryforwards of approximately $ 38.8 million, which will begin to expire in 2029.
20 unchanged sentences
As of December 31, 2025 and 2024, the Company had no recorded liabilities for uncertain tax positions and had no accrued interest or penalties related to uncertain tax positions.
−Removed: The Company does not expect a material change in unrecognized tax benefits in the next twelve months.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
Net Loss per Share
−Removed: The calculation of basic and diluted earnings per common share is as follows (in thousands, except share data):
+Added: The calculation of earnings per common share is as follows (in thousands, except share data):
Year Ended December 31,
2025 2024 2023
−Removed: Net loss attributable to Ginkgo Bioworks Holdings, Inc.
−Removed: stockholders, basic $ ( 547,029 ) $ ( 892,869 ) $ ( 2,104,929 )
−Removed: change in fair value of contingent consideration common shares liability — — 3,143
−Removed: Net loss attributable to Ginkgo Bioworks Holdings, Inc.
−Removed: stockholders, diluted $ ( 547,029 ) $ ( 892,869 ) $ ( 2,108,072 )
−Removed: Weighted average common shares outstanding, basic 51,894,639 48,610,507 41,976,537
−Removed: Effect of dilutive securities:
−Removed: Contingent consideration common shares — — 19,435
−Removed: Weighted average common shares outstanding, diluted 51,894,639 48,610,507 41,995,972
−Removed: Basic net loss per share $ ( 10.54 ) $ ( 18.37 ) $ ( 50.15 )
−Removed: Diluted net loss per share $ ( 10.54 ) $ ( 18.37 ) $ ( 50.20 )
+Added: Net loss $ ( 312,763 ) $ ( 547,029 ) $ ( 892,869 )
+Added: Weighted average common shares outstanding 55,457,676 51,894,639 48,610,507
+Added: Net loss per share $ ( 5.64 ) $ ( 10.54 ) $ ( 18.37 )
+Added: Ginkgo Bioworks Holdings, Inc.
+Added: Notes to Consolidated Financial Statements
The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to Ginkgo Bioworks Holdings, Inc.
2 unchanged sentences
2025 2024 2023
+Added: Unvested PSUs 4,407,287 — —
Warrants to purchase Class A common stock 1,295,622 1,295,622 1,295,622
7 unchanged sentences
(2) Represents restricted common stock issued in connection with asset acquisitions, held in escrow for indemnification purposes, and subject to forfeiture.
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Related Parties
−Removed: The Company’s significant transactions with its related parties are primarily comprised of revenue generating activities under collaboration and license agreements.
−Removed: Significant related party transactions included in the consolidated balance sheet, excluding the Company’s investments and equity method investments, are summarized below (in thousands):
−Removed: As of December 31,
−Removed: Deferred revenue, current and non-current:
−Removed: Allonnia $ 36,495 $ 36,062
−Removed: Arcaea 28,413 33,066
−Removed: BiomEdit 7,583 7,712
−Removed: Genomatica 564 2,018
−Removed: Motif FoodWorks — 45,426
−Removed: Ayana Bio — 56
−Removed: Other equity investees — 139
−Removed: $ 73,055 $ 124,479
−Removed: Significant related party transactions included in the consolidated statements of operations and comprehensive loss, excluding the losses on the Company’s investments and equity method investments, are summarized below (in thousands):
−Removed: Year Ended December 31,
−Removed: 2024 2023 2022
−Removed: Cell Engineering revenue:
−Removed: Motif FoodWorks $ 45,445 $ 6,660 $ 1,937
−Removed: Arcaea 4,653 6,024 13,490
−Removed: Genomatica 1,453 4,232 10,861
−Removed: Ayana Bio 1,028 1,323 1,266
−Removed: BiomEdit 197 2,171 1,016
−Removed: Verb Biotics — 584 2,359
−Removed: Allonnia 126 523 4,332
−Removed: Joyn Bio — — 2,896
−Removed: Other equity investees 139 705 656
−Removed: $ 53,041 $ 22,222 $ 38,813
−Removed: Refer to Notes 6 and 16 for additional details on the Company’s investments and equity method investments held in its related parties.
−Removed: Beginning in April 2022, the Company purchased a series of convertible promissory notes from its then equity method investee, Joyn Bio, in the aggregate principal amount of $ 10.0 million for the purpose of financing Joyn Bio's working capital needs.
−Removed: Each convertible promissory note was unsecured, had a maturity date of March 31, 2023 and an interest rate of 4.5 % per annum.
−Removed: The notes were automatically convertible into equity at a 20 % discount upon a qualifying equity financing.
−Removed: Additionally, the Company could elect to convert the notes into equity at a 20 % discount upon a non-qualifying equity financing, at maturity, or elect to be repaid in cash upon a change in control or initial public offering.
−Removed: The Company evaluated the notes’ conversion and redemption features for embedded derivatives and determined that there is no embedded derivative to record.
−Removed: The Company also determined that the convertible notes are not in-substance common stock and therefore are not considered an additional investment in the equity method investee.
−Removed: During the year ended December 31, 2022, the carrying amount of the notes was reduced by $ 5.3 million, which represents the excess loss on the equity method investment in Joyn Bio over the carrying value of the investment, which has been reduced to zero during the year ended December 31, 2022.
−Removed: The outstanding balance of the notes receivable was effectively settled as part of the
−Removed: Ginkgo Bioworks Holdings, Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: business combination transaction with Bayer and Joyn Bio described in Note 4 and was included as part of the consideration paid for the business combination.
+Added: Subsequent Events
+Added: On February 26, 2026, the Company entered into a definitive Stock Purchase Agreement (the “Stock Purchase Agreement”) to sell substantially all of the operations comprising its Biosecurity segment (the “Biosecurity Business”) to a newly formed entity (“Tower Biosecurity Holdings, Inc.”).
+Added: Under the terms of the agreement, the Company will contribute the Biosecurity Business to Tower Biosecurity Holdings, Inc.
+Added: in exchange for approximately 20 % equity interest of the total issued and outstanding equity of Tower Biosecurity Holdings, Inc.
+Added: as of closing.
+Added: The transaction is expected to close in the first half of 2026, subject to customary closing conditions.
+Added: Upon closing, the Company expects to present the Biosecurity Business as discontinued operations in its consolidated financial statements and to recast prior period amounts to conform to this presentation.
+Added: The transaction was approved by the Company's Board of Directors in February 2026, and, accordingly, the assets and liabilities of the Biosecurity Business are not reflected as held for sale as of December 31, 2025 and the accompanying consolidated financial statements do not reflect the effects of this transaction.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.