What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 223 added, 182 removed, 526 unchanged (44% of the section changed)

3 unchanged sentences

(in thousands, except share data)

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

Current assets:

3 unchanged sentences

Accounts receivable - related parties — 229

Prepaid expenses and other current assets 16,230 24,963

Prepaid expenses and other current assets (includes $ 4,444 and zero from related parties)

17,359 24,963

Total current assets 332,535 471,838

Restricted cash and cash equivalents, non-current 84,565 38,138

Property, plant and equipment, net 157,185 167,371

1 unchanged sentence

Investments 14,775 15,066

Equity method investments 7,615 —

Intangible assets, net 44,387 53,482

7 unchanged sentences

13,214 18,946

Accrued expenses and other current liabilities 48,376 66,458

Accrued expenses and other current liabilities (includes $ 2,513 and zero from related parties)

49,951 66,458

Total current liabilities 72,740 95,970

19 unchanged sentences

(in thousands, except share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

$ 20,156 $ 39,134 $ 39,630 $ 77,364

Costs and operating expenses:

7 unchanged sentences

Interest income, net 3,232 6,083 6,828 12,164

Loss on investments ( 1,214 ) ( 3,693 )

Other expense, net ( 7,147 ) ( 4,638 )

Total other expense ( 4,765 ) ( 2,250 )

Loss on equity method investment ( 4,673 ) — ( 4,673 ) —

Gain (loss) on investments 1,987 ( 229 ) 773 ( 3,922 )

Other income (expense), net 809 ( 1,168 ) ( 6,338 ) ( 5,806 )

Total other income (expense) 1,355 4,686 ( 3,410 ) 2,436

Loss from continuing operations before income taxes ( 57,193 ) ( 53,477 ) ( 133,332 ) ( 136,699 )

1 unchanged sentence

Net loss from continuing operations $ ( 57,321 ) $ ( 53,194 ) $ ( 133,380 ) $ ( 136,504 )

Net loss from discontinued operations, net of tax ( 6,528 ) ( 7,647 )

Net income (loss) from discontinued operations, net of tax 10,611 ( 7,106 ) 4,083 ( 14,753 )

Net loss $ ( 46,710 ) $ ( 60,300 ) $ ( 129,297 ) $ ( 151,257 )

Net loss per share:

Basic from continuing operations $ ( 1.28 ) $ ( 1.54 )

Basic from discontinued operations ( 0.11 ) ( 0.14 )

Basic $ ( 1.39 ) $ ( 1.68 )

Net income (loss) per share:

From continuing operations $ ( 0.92 ) $ ( 0.97 ) $ ( 2.19 ) $ ( 2.50 )

From discontinued operations 0.17 ( 0.13 ) 0.06 ( 0.27 )

Total net loss per share $ ( 0.75 ) $ ( 1.10 ) $ ( 2.13 ) $ ( 2.77 )

Weighted average common shares outstanding:

Basic 59,563,454 54,241,619

62,094,356 54,858,982 60,835,896 54,552,006

Comprehensive loss:

2 unchanged sentences

Foreign currency translation adjustment ( 34 ) 2,586 ( 613 ) 3,435

Unrealized gains (loss) on available-for-sale securities ( 78 ) 107

Unrealized (loss) gain on available-for-sale securities ( 210 ) ( 83 ) ( 288 ) 24

Total other comprehensive (loss) income ( 244 ) 2,503 ( 901 ) 3,459

Comprehensive loss $ ( 46,954 ) $ ( 57,797 ) $ ( 130,198 ) $ ( 147,798 )

(1) Includes related party revenue of zero and $ 8,098 for the three months ended March 31, 2026 and 2025, respectively.

(1) Includes related party revenue of zero and $ 420 for the three months ended June 30, 2026 and 2025, respectively, and zero and $ 8,518 for the six months ended June 30, 2026 and 2025, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands except share data)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Amount Additional

Accumulated Deficit

Comprehensive Income

Stockholders’

Balance as of March 31, 2026 61,660,788 $ 6 $ 6,674,860 $ ( 6,232,907 ) $ 1,194 $ 443,153

Issuance of common stock upon exercise or vesting of equity awards 252,115 — — — — —

Issuance of common stock in ATM offering, net of $ 560 issuance costs

1,798,199 — 16,489 — — 16,489

Stock-based compensation expense — — 7,596 — — 7,596

Other comprehensive income — — — — ( 244 ) ( 244 )

Net loss — — — ( 46,710 ) — ( 46,710 )

Balance as of June 30, 2026 63,711,102 $ 6 $ 6,698,945 $ ( 6,279,617 ) $ 950 $ 420,284

Six Months Ended June 30, 2026

Amount Additional

Accumulated Deficit

Comprehensive

3 unchanged sentences

Issuance of common stock upon exercise or vesting of equity awards 3,705,605 — — — — —

Issuance of common stock in ATM offering, net of $ 560 issuance costs

1,798,199 — 16,489 — — 16,489

Stock-based compensation expense — — 25,403 — — 25,403

1 unchanged sentence

Net loss — — — ( 129,297 ) — ( 129,297 )

Balance as of March 31, 2026 61,660,788 $ 6 $ 6,674,860 $ ( 6,232,907 ) $ 1,194 $ 443,153

Balance as of June 30, 2026 63,711,102 $ 6 $ 6,698,945 $ ( 6,279,617 ) $ 950 $ 420,284

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands except share data)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Amount Additional

3 unchanged sentences

Stockholders’

Balance as of March 31, 2025 54,698,246 $ 5 $ 6,576,786 $ ( 5,928,514 ) $ ( 850 ) $ 647,427

Issuance of common stock upon exercise or vesting of equity awards 624,166 — — — — —

Release of 6,647 common shares from escrow related to acquisition

— — 298 — — 298

Issuance of common stock in settlement of purchase price holdback 102,922 1 776 — — 777

Stock-based compensation expense — — 22,247 — — 22,247

Other comprehensive income — — — — 2,503 2,503

Net loss — — — ( 60,300 ) — ( 60,300 )

Balance as of June 30, 2025 55,425,334 $ 6 $ 6,600,107 $ ( 5,988,814 ) $ 1,653 $ 612,952

Six Months Ended June 30, 2025

Amount Additional

Accumulated Deficit

Comprehensive

Income (Loss) Total

Stockholders’

Balance as of December 31, 2024 54,365,785 $ 5 $ 6,555,416 $ ( 5,837,557 ) $ ( 1,806 ) $ 716,058

2 unchanged sentences

— — 1,237 — — 1,237

Issuance of common stock in settlement of purchase price holdback 102,922 1 776 — — 777

Stock-based compensation expense — — 42,678 — — 42,678

1 unchanged sentence

Net loss — — — ( 151,257 ) — ( 151,257 )

Balance as of March 31, 2025 54,698,246 $ 5 $ 6,576,786 $ ( 5,928,514 ) $ ( 850 ) $ 647,427

Balance as of June 30, 2025 55,425,334 $ 6 $ 6,600,107 $ ( 5,988,814 ) $ 1,653 $ 612,952

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net loss $ ( 129,297 ) $ ( 151,257 )

Net income (loss) from discontinued operations, net of tax 4,083 ( 14,753 )

Net loss from continuing operations ( 133,380 ) ( 136,504 )

2 unchanged sentences

Stock-based compensation 23,448 36,189

Loss on investments 1,214 3,693

(Gain) loss on investments ( 773 ) 3,958

Loss on equity method investment 4,673 —

Change in fair value of notes receivable 6,759 5,285

9 unchanged sentences

Accounts payable, accrued expenses and other current liabilities ( 7,657 ) ( 3,341 )

Deferred revenue, current and non-current (includes zero and $( 7,878 ) from related parties)

Deferred revenue, current and non-current zero and $( 7,958 ) from related parties

( 5,638 ) ( 24,005 )

10 unchanged sentences

Cash flows from financing activities:

Proceeds from ATM offering 17,049 —

Payment of issuance costs related to ATM offering ( 560 ) —

Principal payments on finance leases ( 19 ) ( 305 )

Net cash used in financing activities ( 19 ) ( 207 )

Net cash provided by (used in) financing activities 16,470 ( 305 )

Effect of foreign exchange rates on cash and cash equivalents ( 86 ) 260

14 unchanged sentences

Historically, Ginkgo’s primary service offering has been cell engineering R&D services (solutions) where Ginkgo performs technical activities.

In 2024, Ginkgo expanded its service offerings to include services and lab automation equipment 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.

In 2024, Ginkgo expanded its service offerings to include services and lab automation equipment that provide its customers cell engineering tools for biological R&D, where Ginkgo enables its customers to conduct certain in-house R&D activities themselves.

Ginkgo’s services and tools are designed to offer customers better results on the dimensions of probability of success, speed, or cost – and ideally on all three.

2 unchanged sentences

Discontinued Operations

On February 26, 2026, the Company entered into a definitive agreement for the sale of its Biosecurity business, which was previously reported as a separate segment (the “Biosecurity Divestiture”).

The Biosecurity Divestiture was completed on April 3, 2026 (the “Closing Date”) whereby, Perimeter Systems, Inc.

(the “Purchaser”) issued to the Company common equity of the Purchaser representing a minority interest in the Purchaser, in exchange for substantially all of the Company’s operations comprising its Biosecurity business.

The Company and the Purchaser also entered into a transition services agreement (the “TSA”) on the Closing Date (Note 2 ).

On April 3, 2026, the Company completed a divestiture of its Biosecurity business, which was previously reported as a separate segment, whereby Perimeter Systems, Inc.

(the “Purchaser” or “Perimeter”) issued to the Company common equity of the Purchaser representing a minority interest in the Purchaser, in exchange for substantially all of the Company’s operations comprising its Biosecurity business (the “Biosecurity Divestiture”).

Refer to Note 2 for additional details on the Biosecurity Divestiture.

The Company is presenting the financial results of the Biosecurity business as discontinued operations for all periods presented within the accompanying condensed consolidated statements of operations and cash flows.

The accompanying condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 reflect the transferred Biosecurity assets as held for sale.

The accompanying condensed consolidated balance sheet as of December 31, 2025 reflect the transferred Biosecurity assets as held for sale.

Prior to the Biosecurity Divestiture, the Biosecurity business provided services to government customers who are working to identify, monitor, prevent, and mitigate biological threats.

17 unchanged sentences

Significant Accounting Policies

Other than as noted below, there have been no new or material changes to the Company’s significant accounting policies during the three months ended March 31, 2026 as compared to the significant accounting policies described in Note 2 to the Company’s 2025 consolidated financial statements included in the 2025 Annual Report.

There have been no new or material changes to the Company’s significant accounting policies during the six months ended June 30, 2026 as compared to the significant accounting policies described in Note 2 to the Company’s 2025 consolidated financial statements included in the 2025 Annual Report.

Recently Issued Accounting Pronouncements

2 unchanged sentences

On February 26, 2026, Ginkgo Bioworks, Inc.

(the “Seller”), a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the Purchaser for the sale of its Biosecurity business, which was previously reported as a separate segment.

The Biosecurity Divestiture was completed on the Closing Date whereby the Purchaser issued to the Company shares of common equity of the Purchaser representing approximately 20 % of the issued and outstanding equity of the Purchaser on a fully diluted basis.

The common equity interest in the Purchaser constituted approximately 44 % of the outstanding common equity of the Purchaser as of the Closing Date.

The Biosecurity Divestiture is considered a strategic shift that will have a significant impact on the Company’s operations and financial results.

The Company has continuing involvement in the Biosecurity business in the form of the Company’s retained equity interest.

Accordingly, certain assets of the Biosecurity business are classified as assets held for sale on the accompanying condensed consolidated balance sheets at March 31, 2026 and December 31 2025.

The results of operations for the Biosecurity business have been classified as discontinued operations within the condensed consolidated statements of operations and cash flows for the three months ended March 31, 2026 and 2025.

The following table presents the major components of the “Loss from discontinued operations, net of tax” in the condensed consolidated statements of operations (in thousands):

Three Months Ended March 31,

(the “Seller”), a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Tower Biosecurity, Inc., also known as Perimeter Systems, Inc.

(the “Purchaser” or “Perimeter”), for the Biosecurity Divestiture.

The transaction closed on April 3, 2026 (the “Closing Date”).

Pursuant to the Purchase Agreement, the Seller contributed to the Purchaser all of the issued and outstanding equity interests of Ginkgo Biosecurity, LLC (“Biosecurity”), constituting substantially all of the Company's operations comprising its Biosecurity business.

In exchange, the Purchaser issued to the Seller shares of its common stock representing approximately 20 % of the issued and outstanding equity of the Purchaser on a fully diluted basis.

The Seller’s common equity interest in the Purchaser constituted approximately 44 % of the outstanding common equity of the Purchaser as of the Closing Date.

Concurrently, the Company and Perimeter entered into a Transition Services Agreement (“TSA”) to ensure the continuity of business operations, pursuant to which the Company and Perimeter provide each other specified services on a temporary basis.

The Seller provides certain services to the Purchaser, including, but not limited to, information technology access and support, certain scientific services, human resources, finance and accounting functions.

The TSA is expected to conclude within 12 months of the Closing Date.

The billings under the TSA are not expected to be significant.

The Biosecurity Divestiture represents a strategic shift that has a major effect on the Company's operations and financial results.

The Company no longer operates in the biosecurity market since the Closing Date.

The Biosecurity Divestiture meets both the criteria to be classified as a discontinued operation.

As such, the results of operations of the Biosecurity business are presented as a single line item, “Net income (loss) from discontinued operations, net of tax,”on the condensed consolidated statements of operations for all periods presented.

All prior periods presented have been recast accordingly.

Deconsolidation of the Biosecurity business occurred on the Closing Date.

In connection with the deconsolidation, the Company recognized a net gain on deconsolidation of $ 24.5 million (net of the Company's equity interest contributed to Perimeter management) within in the second quarter of 2026.

No cash consideration was received by the Company in connection with the Biosecurity Divestiture.

The fair value of the retained equity interest in Perimeter of $ 12.3 million was determined using the Option Pricing Method (“OPM”) under a Black-Scholes framework (a Level 3 fair value measurement), which allocates equity value across Perimeter's capital structure based on the economics of each security class.

Volatility was selected based on the historical equity volatility of a set of comparable guideline public companies and a discount for lack of marketability was applied.

Following deconsolidation, the Company accounts for its retained approximately 44 % common equity interest in Perimeter using the equity method of accounting.

The Company has the ability to exercise significant influence over the operating and financial policies of Perimeter through its common equity ownership and rights under the Stockholders Agreement.

The Company will recognize its proportionate share of Perimeter's operation, equaling approximately 44 %.

In connection with the Biosecurity Divestiture, approximately 30 % of Perimeter's equity was issued to Perimeter management previously employed by Ginkgo.

In accordance with ASC 718 and ASC 710, the fair value of the Perimeter equity awarded to Perimeter management (approximately $ 15.4 million) was recognized as compensation expense in the second quarter of 2026.

This amount is presented within discontinued operations on the Company’s condensed consolidated statements of operations.

The management compensation tranche was measured at fair value on the Closing Date using the same Option Pricing Method applied to value the Company's common equity interest in Perimeter.

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The following table presents the major components of the “Income (loss) from discontinued operations, net of tax” in the condensed consolidated statements of operations (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 1,464 $ 10,470 $ 7,674 $ 20,558

5 unchanged sentences

Loss from operations ( 13,896 ) ( 7,378 ) ( 20,739 ) ( 15,374 )

Gain on deconsolidation 24,507 — 24,507 —

Other income — 272 315 621

Total other income (expense) 315 349

Loss from discontinued operations $ ( 6,528 ) $ ( 7,647 )

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The following table presents the major components of assets held for sale on the condensed consolidated balance sheets (in thousands):

As of March 31, As of December 31,

Intangible assets, net $ 2,910 $ 3,442

Total other income 24,507 272 24,822 621

Income (loss) from discontinued operations $ 10,611 $ ( 7,106 ) $ 4,083 $ ( 14,753 )

The following table presents the major components of assets held for sale on the condensed consolidated balance sheet (in thousands):

As of December 31,

Property, plant and equipment, net $ 412

Intangible assets, net 3,442

Total assets held for sale $ 3,854

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The following table presents the net cash used in discontinued operations in the condensed consolidated statements of cash flows (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Loss from discontinued operations $ ( 6,528 ) $ ( 7,647 )

Adjustments to reconcile net loss from discontinued operations to net cash used in operating activities - discontinued operations:

Income (loss) from discontinued operations $ 4,083 $ ( 14,753 )

Adjustments to reconcile net income (loss) from discontinued operations to net cash provided by (used in) operating activities - discontinued operations:

Depreciation and amortization 561 1,088

Stock-based compensation 17,314 6,489

Gain on deconsolidation ( 24,507 ) —

Changes in operating assets and liabilities:

4 unchanged sentences

Net cash used in operating activities - discontinued operations $ ( 2,353 ) $ ( 10,470 )

There were no investing or financing cash flow activities for the discontinued operations in the three months ended March 31, 2026 or 2025, respectively.

The Purchase Agreement includes a TSA between the Seller and the Purchaser.

The purpose of this agreement is to ensure the continuity of business operations by having the Seller provide certain services to the Purchaser, including, but not limited to information technology access and support, certain scientific services, human resources, finance and accounting functions.

The TSA includes fixed and variable payments depending on the services used.

Services rendered pursuant to the TSA are expected to conclude within 12 months.

The billings under the TSA are not expected to be significant.

The Purchase Agreement includes a Use and Occupancy Agreement (the “U&O”) between the Seller and the Purchaser.

The U&O provides the Purchaser with access to several of the Seller's facilities for a minimum period of 12 months at agreed upon payments.

The Company will account for its equity interest in the Purchaser as an equity method investment as of the Closing Date.

The Company has no plans to dispose of its equity interest.

There were no investing or financing cash flow activities for the discontinued operations in the six months ended June 30, 2026 or 2025, respectively.

The table below provides a reconciliation of the beginning and ending balances for the Company's equity method investment in Perimeter for the six months ended June 30, 2026 (in thousands):

Equity Method Investment

Balance at January 1, 2026 $ —

Addition 12,288

Loss on equity method investment ( 4,673 )

Balance at June 30, 2026 $ 7,615

Restructuring

3 unchanged sentences

The Company plans to consolidate certain facilities through various actions, including combining office and laboratory operations into fewer locations, subleasing unused or underutilized facilities.

While the Company has

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

substantially completed the majority of its facility consolidation actions with excess space available for sublease, the subleasing of unused or underutilized facilities is expected to extend throughout 2026 and may not occur prior to termination of such lease, depending on market conditions.

While the Company has substantially completed the majority of its facility consolidation actions with excess space available for sublease, the subleasing of unused or underutilized facilities is expected to extend at least throughout 2026 and may not occur prior to termination of such lease, depending on market conditions.

The Company is currently unable to estimate the costs associated with consolidating its facilities.

1 unchanged sentence

Additional charges may be incurred as the Company progresses its restructuring plan and such charges could be material.

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

The following table presents the change in the accrued liability balance related to the restructuring activities, which is included in “Accounts payable” and “Accrued expenses and other current liabilities” in the accompanying condensed consolidated balance sheets (in thousands):

2 unchanged sentences

Cash payments ( 2,601 )

Liability balance at March 31, 2026 $ —

Restructuring charges were $ 4.5 million during the three months ended March 31, 2025, consisting entirely of employee termination costs and other.

Liability balance at June 30, 2026 $ —

Restructuring charges were zero and $ 3.6 million during the three months ended June 30, 2026 and 2025, respectively.

Restructuring charges were zero and $ 8.0 million during the six months ended June 30, 2026 and 2025, respectively.

Restructuring charges consisted entirely of employee termination costs and other.

Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):

As of March 31, 2026

As of June 30, 2026

Total Level 1 Level 2 Level 3

2 unchanged sentences

Treasury securities 15,998 15,998 — —

Corporate bonds 3,315 — 3,315 —

Marketable securities:

13 unchanged sentences

Notes to Condensed Consolidated Financial Statements

December 31, 2025

As of December 31, 2025

Total Level 1 Level 2 Level 3

19 unchanged sentences

Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

During the three months ended March 31, 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.

There were no other transfers between Levels 1, 2, or 3 during the three months ended March 31, 2026 or 2025.

During the six months ended June 30, 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.

There were no other transfers between Levels 1, 2, or 3 during the six months ended June 30, 2026 or June 30, 2025.

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

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 three months ended March 31 (in thousands):

Notes Receivable Contingent Consideration

Balance at January 1, 2026 $ 7,126 $ 5,690

Additions — —

Change in fair value ( 7,126 ) —

Settlements and payments — —

Balance at March 31, 2026 $ — $ 5,690

Balance at June 30, 2026 $ — $ 5,690

Balance at January 1, 2025 1,843 9,922

2 unchanged sentences

Settlements and payments ( 50 ) —

Conversion to preferred stock ( 1,463 ) —

Transfers into Level 3 6,987 —

Balance at March 31, 2025 $ 8,901 $ 8,620

Balance at June 30, 2025 $ 7,540 $ 5,690

Notes Receivable

For all of its notes receivable, the Company has elected the fair value option, under which changes in fair value are recorded in other expense, net, in the condensed consolidated statements of operations and comprehensive loss.

For all of its notes receivable, the Company has elected the fair value option, under which changes in fair value are recorded in other income (expense), net, in the condensed consolidated statements of operations and comprehensive loss.

The Company holds a senior secured note in the original principal amount of $ 11.8 million issued by Bolt Threads, Inc.

(“Bolt”), 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.

During the three months ended March 31, 2026, Bolt disclosed it ceased operations.

During the six months ended June 30, 2026, Bolt disclosed it ceased operations.

Any proceeds recovered from the Bolt note as the result of a potential disposition of Bolt assets are expected to be immaterial.

As such, during the three months ended March 31, 2026, the Company reduced the carrying value of the senior secured note to zero.

As such, during the six months ended June 30, 2026, the Company reduced the carrying value of the senior secured note to zero.

As of December 31, 2025, 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.

4 unchanged sentences

Significant changes in these inputs could have resulted in a significantly lower or higher fair value measurement.

As of March 31, 2026, the Company’s convertible notes receivable had an unpaid principal balance of $ 7.5 million and a fair value of zero , compared to an unpaid principal balance of $ 9.7 million and a fair value of $ 0.5 million as of December 31, 2025.

As of June 30, 2026, the Company’s convertible notes receivable had an unpaid principal balance of $ 7.5 million and a fair value of zero , compared to an unpaid principal balance of $ 9.7 million and a fair value of $ 0.5 million as of December 31, 2025.

Contingent Consideration

4 unchanged sentences

The Company may settle a majority of its contingent consideration liabilities in either cash or shares of Class A common stock, at its discretion, with the remainder payable in cash.

No contingent consideration liabilities were settled during the three months ended March 31, 2026 or 2025, respectively.

No contingent consideration liabilities were settled during the six months ended June 30, 2026 or 2025, respectively.

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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Contingent Consideration Liability Valuation Technique Unobservable Input Range Range

5 unchanged sentences

The fair value of non-marketable equity securities is classified within Level 2 in the fair value hierarchy when the Company estimates fair value using the observable transaction price paid by third party investors for the identical or similar security of the same issuer.

During the three months ended March 31, 2026, the Company recorded no impairment losses related to its investments in the preferred stock of privately held companies.

During the three months ended March 31, 2025, the Company recorded an impairment of $1.8 million related to an investment in the preferred stock of a privately held company after concluding that the investment had substantially no value.

No impairment losses related to Simple Agreements for Future Equity (“SAFEs”) were recorded during the three months ended March 31, 2026 or 2025, respectively.

During the three and six months ended June 30, 2026, the Company recorded no impairment losses related to its investments in the preferred stock of privately held companies.

During the six months ended June 30, 2025, the Company recorded an impairment of $ 1.8 million related to an investment in the preferred stock of a privately held company after concluding that the investment had substantially no value.

During the three months ended June 30, 2025, the Company recorded no impairment losses related to its investments in the preferred stock of privately held companies.

No impairment losses related to Simple Agreements for Future Equity (“SAFEs”) were recorded during the three and six months ended June 30, 2026 or 2025, respectively.

Ginkgo Bioworks Holdings, Inc.

2 unchanged sentences

Investments in marketable securities, including those classified in cash and cash equivalents, are summarized as follows (in thousands):

As of March 31, 2026

As of June 30, 2026

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

6 unchanged sentences

Marketable securities $ 198,072 $ 19 $ ( 181 ) $ 217,628

December 31, 2025

As of December 31, 2025

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

6 unchanged sentences

Marketable securities $ 236,638 $ 318 $ ( 192 ) $ 255,418

The amortized cost and estimated fair value of marketable debt securities at March 31, 2026, including $ 8.0 million classified in cash and cash equivalents, are summarized below by contractual maturity dates (in thousands):

The amortized cost and estimated fair value of marketable debt securities at June 30, 2026, including $ 19.3 million classified in cash and cash equivalents, are summarized below by contractual maturity dates (in thousands):

Amortized cost Fair value

9 unchanged sentences

The Company also holds equity interests in other public and private companies as a result of entering into collaboration and license revenue arrangements with these entities.

Refer to Note 2 for additional details on the Company's equity method investment in Perimeter.

The Company accounts for its investments in Platform Ventures under the equity method.

Such investments had a carrying value of zero as of March 31, 2026 and December 31, 2025.

Such investments had a carrying value of zero as of June 30, 2026 and December 31, 2025.

The Company’s marketable equity securities consist of Synlogic common stock, Synlogic warrants and the shares of common stock of other publicly traded companies.

Marketable equity securities are measured at fair value with changes in fair value recorded in other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

The Company’s non-marketable equity securities

Marketable equity

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

consist of preferred stock of Genomatica and preferred and common stock of other privately held companies without readily determinable fair values.

securities are measured at fair value with changes in fair value recorded in other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

The Company’s non-marketable equity securities consist of preferred stock of Genomatica and preferred and common stock of other privately held companies without readily determinable fair values.

Non-marketable equity securities are initially recorded using the measurement alternative at cost and subsequently adjusted for any impairment and observable price changes in orderly transactions for the identical or a similar security of the same issuer.

6 unchanged sentences

Investments consisted of the following (in thousands):

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

SAFEs $ 2,188 $ 2,188

3 unchanged sentences

Total $ 14,775 $ 15,066

The components of loss on investments for each period were as follows (in thousands):

Three Months Ended March 31,

The components of gain (loss) on investments for each period were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Impairment charges $ — $ — $ — $ ( 1,844 )

Unrealized losses recognized on marketable equity securities and warrants ( 1,214 ) ( 1,849 )

Total loss on investments $ ( 1,214 ) $ ( 3,693 )

The carrying value of non-marketable equity securities accounted for using the fair value measurement alternative and still held as of March 31, 2026, including cumulative unrealized losses, were as follows (in thousands):

As of March 31, 2026

Unrealized gains (losses) recognized on marketable equity securities and warrants 1,987 ( 229 ) 773 ( 2,078 )

Gain (loss) on investments $ 1,987 $ ( 229 ) $ 773 $ ( 3,922 )

The carrying value of non-marketable equity securities accounted for using the fair value measurement alternative and still held as of June 30, 2026, including cumulative unrealized losses, were as follows (in thousands):

As of June 30, 2026

Total initial cost $ 109,460

3 unchanged sentences

Variable Interest Entities

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 variable interest entities (such entities, the “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’ joint steering committees (“JSC”), the Company has concluded that it is

With respect to the Company’s investments in Perimeter, Motif, Allonnia, Genomatica, Arcaea, BiomEdit, Verb Biotics, and Ayana Bio, the Company has concluded these entities represent variable interest entities (such entities, the “VIEs”).

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

not the primary beneficiary of these entities because:

(i) the Company does not control the board of directors of any of the VIEs, and no voting or consent agreements exist between the Company and other members of each respective board of directors or other investors, (ii) the holders of preferred security interests in the VIEs hold certain rights that require their consent prior to taking certain actions, which include certain significant operating and financing decisions, and (iii) the Company’s representation on the JSC of each respective entity does not give it control over the development activities of any of the VIEs, as all JSC decisions are made by consensus and there are no agreements in place that would require any of the entities to vote in alignment with the Company.

1 unchanged sentence

Additionally, the Company holds equity interests in certain privately-held companies that are not consolidated as the Company is not the primary beneficiary.

As of March 31, 2026 and December 31, 2025, the maximum risk of loss related to the VIEs was limited to the carrying value of its investments in such entities.

As of June 30, 2026 and December 31, 2025, the maximum risk of loss related to the VIEs was limited to the carrying value of its investments in such entities.

Refer to Note 6 for additional details on the Company’s investments and equity method investments.

2 unchanged sentences

The reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to the totals shown within the condensed consolidated statements of cash flows is as follows (in thousands):

As of March 31,

As of June 30, 2026

Cash and cash equivalents $ 84,535 $ 203,566

Restricted cash included in prepaid expenses and other current assets (1)

Restricted cash included in other non-current assets (1)

Restricted cash and cash equivalents, non-current (2)

84,565 36,836

1 unchanged sentence

(1) Includes primarily 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.

(2) Includes primarily cash equivalents balances as of June 30, 2026 associated with a customer surety bond to fulfill its obligations under a contract with a U.S.

Government National Laboratory and customer prepayments requiring segregation and restrictions in its use in accordance with the customer agreement.

Ginkgo Bioworks Holdings, Inc.

2 unchanged sentences

The following table presents non-cash investing and financing activities (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental disclosure of non-cash investing and financing activities:

Purchases of property and equipment included in accounts payable and accrued expenses $ 15 $ 35

Common stock issued for asset acquisitions — 777

Equity method investment retained upon deconsolidation of Biosecurity Business 12,288 —

Property, Plant and Equipment, net

Property, plant and equipment, net consisted of the following (in thousands):

As of March 31, As of December 31,

As of June 30, 2026 As of December 31, 2025

Lab equipment $ 142,605 $ 143,182

11 unchanged sentences

Authorized Issued Outstanding

Common stock as of March 31, 2026:

Common stock as of June 30, 2026

Class A 10,500,000,000 55,202,925 52,322,106

11 unchanged sentences

On September 4, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Allen & Company LLC (“Allen”), 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.

Since inception of the Sales Agreement through March 31, 2026, the Company has issued 1.9 million shares of Class A common stock under the Sales Agreement for net proceeds of $ 18.1 million.

Since inception of the Sales Agreement through June 30, 2026, the Company has issued 3.7 million shares of Class A common stock under the Sales Agreement for net proceeds of $ 34.6 million.

Intangible Assets, net

3 unchanged sentences

Amortization Period

March 31, 2026:

June 30, 2026:

Developed technology $ 99,529 $ ( 55,142 ) $ 44,387 7.5

2 unchanged sentences

(1) Gross carrying value and accumulated amortization include the impact of foreign currency translation adjustments.

Amortization expense was $ 4.2 million and $ 4.2 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, estimated future amortization expense for identifiable intangible assets is as follows (in thousands):

Amortization expense was $ 4.1 million and $ 4.2 million for the three months ended June 30, 2026 and 2025, respectively, and $ 8.3 million and $ 8.4 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, estimated future amortization expense for identifiable intangible assets is as follows (in thousands):

Remainder of 2026 $ 8,197

11 unchanged sentences

The following table summarizes stock-based compensation expense by financial statement line item in the Company’s condensed consolidated statements of operations and comprehensive loss for the periods presented (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Research and development $ 4,822 $ 8,517 $ 12,845 $ 17,510

3 unchanged sentences

The Company grants stock-based incentive awards pursuant to the 2021 Incentive Award Plan (the “2021 Plan”) and the 2022 Inducement Plan (the “2022 Inducement Plan”).

As of March 31, 2026, there were 3,625,465 shares and 292,639 shares available for future issuance under the 2021 Plan and the 2022 Inducement Plan, respectively.

Time-based Stock Options

A summary of stock option activity for options that are subject to time-based vesting conditions for the three months ended March 31, 2026 is presented below:

(in Thousands)

Outstanding as of December 31, 2025 366,567 $ 15.38

Forfeited — —

Outstanding as of March 31, 2026 366,567 15.38 8.70 $ —

Exercisable as of March 31, 2026 136,014 24.74 8.16 —

(1) The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the quarter and the exercise prices, multiplied by the number of in-the-money stock options.

There were no stock option exercises during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was $ 1.3 million of unrecognized compensation expense related to time-based stock options recognizable over a weighted-average period of 2.0 years.

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

As of June 30, 2026, there were 4,304,034 shares and 298,803 shares available for future issuance under the 2021 Plan and the 2022 Inducement Plan, respectively.

Restricted Stock Units

1 unchanged sentence

RSU awards granted in March 2026 and after will vest in equal quarterly installments through January 2027.

A summary of the RSU activity for the three months ended March 31, 2026 is presented below:

A summary of the RSU activity for the six months ended June 30, 2026 is presented below:

Shares Weighted

3 unchanged sentences

Forfeited ( 438,666 ) 46.67

Nonvested as of March 31, 2026 1,378,406 39.87

The weighted average grant date fair value of RSUs granted during the three months ended March 31, 2026 and 2025 was $ 7.05 and $ 7.95 , respectively.

As of March 31, 2026, there was $ 46.6 million of unrecognized compensation expense related to RSUs recognizable over a weighted-average period of 1.6 years.

Nonvested as of June 30, 2026 930,506 36.28

The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2026 and June 30, 2025 was $ 7.20 and $ 7.95 , respectively.

As of June 30, 2026, there was $ 27.6 million of unrecognized compensation expense related to RSUs recognizable over a weighted-average period of 1.4 years.

Performance-based Restricted Stock Units

8 unchanged sentences

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.

A summary of PSU activity for the three months ended March 31, 2026 is presented below:

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

A summary of PSU activity for the six months ended June 30, 2026 is presented below:

Shares Weighted

3 unchanged sentences

Forfeited ( 1,852,377 ) 7.78

Nonvested as of March 31, 2026 3,016,135 7.05

As of March 31, 2026, there was $ 20.0 million of unrecognized compensation expense related to unvested PSUs outstanding, which is expected to be recognized over a service period of approximately 1.0 year, assuming a 100% PSU achievement rate.

Nonvested as of June 30, 2026 2,550,104 7.06

As of June 30, 2026, there was $ 15.0 million of unrecognized compensation expense related to unvested PSUs outstanding, which is expected to be recognized over a service period of approximately 0.8 years, assuming a 100 % PSU achievement rate.

Actual expense recognized may vary based on the final achievement rate .

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

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 Soaring Eagle Acquisition Corp.

(“SRNG”) on September 16, 2021 (the “SRNG 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.

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 SRNG Closing Date (collectively, the “Earnout Targets”).

The first Earnout Target of $ 500 per share was met on November 15, 2021.

No earnout shares vested or were forfeited during the three months ended March 31, 2026.

As of March 31, 2026, there were 551,277 nonvested earnout shares with a weighted average grant date fair value of $ 510.78 .

As of March 31, 2026, there was zero unrecognized compensation expense related to earnout shares.

Revenue Recognition

1 unchanged sentence

The following table sets forth the percentage of revenues by industry based on total revenue:

Three Months Ended March 31,

Pharmaceutical and biotechnology 38 % 31 %

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Government and defense 45 % 21 % 41 % 19 %

Pharmaceutical and biotechnology 20 44 29 38

Agriculture 20 23 16 32

Food and nutrition 7 6 7 5

Industrial and environment 7 7

Consumer and technology 6 2 3 1

Industrial and environment 2 4 4 5

Total revenue 100 % 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.

The Company did not receive equity as consideration for any customer contracts entered into during the three months ended March 31, 2026 and 2025, but continues to recognize non-cash revenue from prior contracts.

Revenue recognized relating to non-cash consideration was $ 0.5 million and $ 8.7 million for the three months ended March 31, 2026 and 2025, respectively.

The Company did not receive equity as consideration for any customer contracts entered into during the six months ended June 30, 2026 and June 30, 2025, but continues to recognize non-cash revenue from prior contracts.

Revenue recognized relating to non-cash consideration was $ 0.8 million and $ 1.2 million for the three months ended and June 30, 2026, and 2025 respectively, and $ 1.3 million and $ 9.9 million for the six months ended and June 30, 2026, and 2025 respectively.

The Company’s total revenue is primarily generated from customers located in the United States.

For the three months ended March 31, 2026 and 2025, U.S.

For the three months ended months ended June 30, 2026 and 2025, U.S.

customers accounted for 83 % and 79 %, respectively.

For the three months ended March 31, 2026 and 2025, customers from Denmark accounted for 13 % and 11 %, respectively.

For the six months ended June 30, 2026 and 2025, U.S.

customers accounted for 74 % and 80 %, respectively.

For the six months ended June 30, 2026 and 2025, customers from Denmark accounted for 11 % and 11 %, respectively.

Contract Balances

The Company recognizes a contract asset when the Company transfers goods or services to a customer before the customer pays consideration or before payment is due, excluding any amounts presented as accounts receivable.

The Company had no contract asset balances as of March 31, 2026 and December 31, 2025.

The Company had no contract asset balances as of June 30, 2026 and December 31, 2025.

The Company’s accounts receivable consists of both billed and unbilled amounts.

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.

The balance of unbilled accounts receivable, included in accounts receivable, net in the accompanying condensed consolidated balance sheets, was $ 11.4 million and $ 14.5 million as of March 31, 2026 and December 31, 2025, respectively.

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

balance of unbilled accounts receivable, included in accounts receivable, net in the accompanying condensed consolidated balance sheets, was $ 7.4 million and $ 14.5 million as of June 30, 2026 and December 31, 2025, 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.

3 unchanged sentences

Contract liabilities are recognized as revenue as (or when) the Company performs under the contract.

During the three months ended March 31, 2026, the Company recognized $ 9.2 million of revenue that was included in the contract liabilities balance of $ 94.1 million as of December 31, 2025.

During the three months ended March 31, 2025, the Company recognized $ 22.8 million of revenue that was included in the contract liabilities balance of $ 126.5 million as of December 31, 2024.

During the six months ended June 30, 2026, the Company recognized $ 13.4 million of revenue that was included in the contract liabilities balance of $ 94.1 million as of December 31, 2025.

During the six months ended June 30, 2025, the Company recognized $ 35.6 million of revenue that was included in the contract liabilities balance of $ 126.5 million as of December 31, 2024.

Performance Obligations

The aggregate amount of the transaction price that was allocated to performance obligations that have not yet been satisfied or are partially satisfied as of March 31, 2026 and December 31, 2025 was $ 127.4 million and $ 136.8 million, respectively.

The aggregate amount of the transaction price that was allocated to performance obligations that have not yet been satisfied or are partially satisfied as of June 30, 2026 and December 31, 2025 was $ 113.0 million and $ 136.8 million, respectively.

The Company has elected the practical expedient not to provide the remaining performance obligation disclosures related to contracts for which the Company recognizes revenue on a cost-plus basis in the amount to which it has the right to invoice.

As of March 31, 2026, approximately $ 15.8 million of the unsatisfied or partially satisfied performance obligations is expected to be recognized as revenue in 2026, based on the projected customer program end dates;

As of June 30, 2026, approximately $ 8.9 million of the unsatisfied or partially satisfied performance obligations is expected to be recognized as revenue in 2026, based on the projected customer program end dates;

$ 35.2 million between 2026 and 2027;

7 unchanged sentences

The CODM evaluates the financial performance of the Company’s segment based on loss from continuing operations before income taxes.

The CODM is primarily provided with the loss from continuing operations before income taxes 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.

The CODM is primarily provided with loss from continuing operations before income taxes 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.

The Company has determined its significant segment expenses are cost of revenue, research and development expenses, and general and administrative expenses (exclusive of certain costs and expenses), which are regularly provided to the CODM.

6 unchanged sentences

The following table presents summary results of the Company’s reportable segment, including significant expenses, and a reconciliation to loss from continuing operations before income taxes (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cell Engineering

Revenue $ 20,156 $ 39,134 $ 39,630 $ 77,364

1 unchanged sentence

Cost of other revenue (1)

1,472 3,865 4,144 6,986

Research and development (1)

6 unchanged sentences

Restructuring charges (3)

— 3,566 — 8,032

Carrying cost of excess space (net of sublease income) (4)

1 unchanged sentence

Merger and acquisition related expense (income) (5)

1,106 ( 3,617 ) 1,106 ( 4,535 )

Other (income) expense, net (6)

( 1,355 ) ( 4,686 ) 3,410 ( 2,436 )

Loss from continuing operations before income taxes $ ( 57,193 ) $ ( 53,477 ) $ ( 133,332 ) $ ( 136,699 )

(1) The costs and operating expenses exclude expenses which are separately captioned below.

(2) Includes $ 0.9 million and $ 0.4 million in employer payroll taxes for three months ended March 31, 2026 and 2025, respectively.

(2) Includes $ 0.4 million and $ 0.2 million in employer payroll taxes for three months ended June 30, 2026 and 2025, respectively, and $ 1.3 million and $ 0.5 million for six months ended June 30, 2026 and 2025, respectively.

(3) See Note 3 , Restructuring, for composition of costs.

(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.

(5) Represents transaction and integration costs directly related to mergers and acquisitions, including:

(5) Represents transaction and integration costs directly related to mergers, acquisitions, and divestitures, including:

(i) legal, consulting, and accounting fees associated with acquisitions;

5 unchanged sentences

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 for the periods presented because including them would have been anti-dilutive:

As of March 31,

As of June 30,

Unvested PSUs 2,550,104 4,951,489

4 unchanged sentences

Outstanding stock options 343,650 433,187

Escrow shares (2)

8,912,945 12,969,993

(1) Represents employee and non-employee earnout shares for which the service-based and/or market-based vesting conditions have not been satisfied.

(2) Represents restricted common stock issued in connection with asset acquisitions, held in escrow for indemnification purposes, and subject to forfeiture.

Ginkgo Bioworks Holdings, Inc.

3 unchanged sentences

Significant related party transactions included in the condensed consolidated balance sheet, excluding the Company’s investments and equity method investments, are summarized below (in thousands):

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

Deferred revenue, current and non-current:

3 unchanged sentences

Significant related party transactions included in the condensed consolidated statements of operations and comprehensive loss, excluding the losses on the Company’s investments and equity method investments, are summarized below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Genomatica $ 78 $ 352

1 unchanged sentence

BiomEdit — 7,583

During the three months ended March 31, 2026, the Company recognized zero revenue from related parties.

In February 2025, the Company and Motif mutually agreed to terminate Motif’s sublease of certain Company facility space whereby Motif paid the Company a termination fee of $ 1.6 million.

The termination fee was recorded as sublease income, net of certain costs.

Sublease income is recognized as a reduction of operating lease costs reported in general and administrative expenses.

In March 2025, the Company and BiomEdit mutually terminated certain agreements entered into in April 2022, which had granted BiomEdit a license to certain of the Company’s intellectual property and established the terms under which the Company would provide technical research and development services to BiomEdit.

In exchange for the Company’s contribution of intellectual property and access to its platform, the Company received shares of common stock in BiomEdit valued at $ 10.0 million.

The non-refundable fair value of this equity, considered non-cash consideration under ASC 606, was accounted for as material rights in accordance with ASC 606.

These material rights related to BiomEdit’s license to certain applicable patents and other intellectual property that the parties intended to develop under technical development plans.

This amount was recorded as deferred revenue for the future license rights and is recognized as revenue either as the Company performs qualifying services for BiomEdit or, if applicable, when such rights expire upon termination of the agreements.

As a result of the termination of certain agreements with BiomEdit, the Company no longer has any obligation to perform services for BiomEdit, and the remaining $ 7.5 million in material rights deferred revenue was recognized in full as revenue during the three months ended March 31, 2025.

BiomEdit is no longer considered a significant related party due to a reduction of the Company’s equity ownership interest that occurred during the three months ended June 30, 2025.

$ 420 $ 8,518

During the three and six months ended June 30, 2026, the Company recognized zero revenue from related parties.

Refer to Note 6 for additional details on the Company’s investments and equity method investments held in its related parties.

Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

Subsequent Events

Refer to Note 2 for a description of the Biosecurity Divestiture, which closed subsequent to March 31, 2026.

Additionally, in April 2026, the Company was required to restrict $ 47.0 million of cash and cash equivalents to secure a surety bond of the same amount to fulfill its obligations under a contract with a U.S.

Government National Laboratory related to the sale of RAC automation equipment.

The $ 47.0 million will remain restricted until the Company completes all of its obligations under the contract.

Currently the Company expects the cash to be restricted until 2029.

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.

What changed 10-Q

Item 1. Financial Statements