dna-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________

FORM 10-Q

______________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number: 001-40097

______________________________________________

GINKGO BIOWORKS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

______________________________________________


Delaware			87-2652913
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

27 Drydock Avenue 8th Floor Boston, MA			02210
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (877) 422-5362

______________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

DNA

NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of April 30, 2026, the registrant had 53,361,141 shares of Class A common stock, 8,963,350 shares of Class B common stock, and 3,000,000 shares of non-voting Class C common stock outstanding.

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Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Ginkgo Bioworks Holdings, Inc. (“Ginkgo” or the “Company”). These statements are based on the beliefs and assumptions of the management of Ginkgo. Although Ginkgo believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, Ginkgo cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•Ginkgo’s ability to raise additional capital in the future;

•factors relating to the business, operations and financial performance of Ginkgo, including:

◦Ginkgo’s ability to develop and expand its offerings;

◦the performance and output of Ginkgo’s offerings;

◦Ginkgo’s ability to effectively manage its organizational changes, including its restructuring actions commenced in 2024, and related impacts on Ginkgo’s financial performance;

◦Ginkgo’s expectations regarding research and development (“R&D”), general and administrative (“G&A”) and restructuring expenses;

◦Ginkgo’s exposure to the volatility and liquidity risks inherent in holding equity interests in certain of its customers;

◦the scope and timing of Ginkgo’s partnerships around the world;

◦the acquisition and integration of companies, assets or intellectual property that advance Ginkgo’s objectives and the costs required to maintain, expand and protect Ginkgo’s intellectual property; and

◦the Company’s beliefs regarding the sufficiency of its existing cash, cash equivalents and marketable securities to fund its operations.

Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Applicable risks and uncertainties include, among others:

•intense competition and competitive pressures from other companies worldwide in the industries in which Ginkgo operates;

•litigation, including securities or shareholder litigation, and the ability to adequately protect Ginkgo’s intellectual property rights;

•rapidly changing technology and extensive competition in the synthetic biology and autonomous laboratory industries that could make the products and processes Ginkgo is developing obsolete or non-competitive unless it is able to successfully collaborate on the development of new and improved products and processes and pursue new market opportunities;

•Ginkgo’s ability to convert potential customers from “on prem” R&D to outsourced services, Ginkgo’s reliance on its customers to develop, produce and manufacture products using the engineered cells and/or biomanufacturing processes that Ginkgo develops and Ginkgo’s ability to accurately predict customer demand, including with respect to the data we access and hold;

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•Ginkgo’s ability to comply with laws and regulations applicable to its business;

•market conditions and global and economic factors beyond Ginkgo’s control, including initiatives undertaken by the U.S. government in the biotechnology sector, adverse effects from the U.S. government shutdown, the frequency and scale of biological risks and threats, and the future potential and commercial applications of artificial intelligence (“AI”) and the biotechnology sector;

•the success of Ginkgo’s programs, including the growing efficiency and cost-advantage of cell engineering services, and their potential to contribute revenue, and the relative contribution of Ginkgo’s programs to its future revenue, including the potential for future revenue related to downstream value share in the form of potential future milestone payments, royalties, and/or equity consideration; and

•other factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 (“2025 Annual Report”).

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Quarterly Report on Form 10-Q are more fully described under the heading “Risk Factors” in the 2025 Annual Report and elsewhere in this report, which are not exhaustive. Other sections of this Quarterly Report on Form 10-Q describe additional factors that could adversely affect the business, financial condition or results of Ginkgo. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Ginkgo assess the impact of all such risk factors on the business of Ginkgo, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to Ginkgo or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. Ginkgo undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35

PART II.	OTHER INFORMATION	36

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		38

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Ginkgo Bioworks Holdings, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share data)


	As of March 31, 2026		As of December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	143,864	$	167,202
Marketable securities	229,592		255,418
Accounts receivable, net	19,815		24,026
Accounts receivable - related parties	454		229
Prepaid expenses and other current assets	16,230		24,963
Total current assets	409,955		471,838
Property, plant and equipment, net	163,020		167,371
Operating lease right-of-use assets	353,804		360,918
Investments	14,703		15,066
Intangible assets, net	48,860		53,482
Other non-current assets	39,522		47,167
Assets held for sale	3,211		3,854
Total assets	$	1,033,075	$	1,119,696
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	16,309	$	10,566
Deferred revenue (includes $98 and $98 from related parties)	14,910		18,946
Accrued expenses and other current liabilities	48,376		66,458
Total current liabilities	79,595		95,970
Non-current liabilities:
Deferred revenue, net of current portion (includes $64,810 and $64,787 from related parties)	77,895		75,182
Operating lease liabilities, non-current	410,700		417,078
Other non-current liabilities	21,732		22,876
Total liabilities	589,922		611,106
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; none issued	—		—
Common stock, $0.0001 par value (Note 8)	6		6
Additional paid-in capital	6,674,860		6,657,053
Accumulated deficit	(6,232,907)		(6,150,320)
Accumulated other comprehensive income	1,194		1,851
Total stockholders’ equity	443,153		508,590
Total liabilities and stockholders’ equity	$	1,033,075	$	1,119,696

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

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Ginkgo Bioworks Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands, except share data)


	Three Months Ended March 31,
	2026		2025
Revenue (1)	$	19,474	$	38,230

Costs and operating expenses:
Cost of other revenue	3,098		4,090
Research and development	49,920		70,923
General and administrative	37,830		39,723
Restructuring charges	—		4,466
Total operating expenses	90,848		119,202
Loss from operations	(71,374)		(80,972)
Other income (expense):
Interest income, net	3,596		6,081
Loss on investments	(1,214)		(3,693)
Other expense, net	(7,147)		(4,638)
Total other expense	(4,765)		(2,250)
Loss from continuing operations before income taxes	(76,139)		(83,222)
Income tax (benefit) expense	(80)		88
Net loss from continuing operations	$	(76,059)	$	(83,310)
Net loss from discontinued operations, net of tax	(6,528)		(7,647)
Net loss	$	(82,587)	$	(90,957)
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)
Weighted average common shares outstanding:
Basic	59,563,454		54,241,619
Comprehensive loss:
Net loss	(82,587)		(90,957)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(579)		849
Unrealized gains (loss) on available-for-sale securities	(78)		107
Total other comprehensive (loss) income	(657)		956
Comprehensive loss	$	(83,244)	$	(90,001)

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

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

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Ginkgo Bioworks Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

(in thousands except share data)


	Three Months Ended March 31, 2026
	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance as of December 31, 2025	58,207,298	$	6	$	6,657,053	$	(6,150,320)	$	1,851	$	508,590
Issuance of common stock upon exercise or vesting of equity awards	3,453,490	—		—		—		—		—
Stock-based compensation expense	—	—		17,807		—		—		17,807
Other comprehensive income	—	—		—		—		(657)		(657)
Net loss	—	—		—		(82,587)		—		(82,587)
Balance as of March 31, 2026	61,660,788	$	6	$	6,674,860	$	(6,232,907)	$	1,194	$	443,153

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

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Ginkgo Bioworks Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

(in thousands except share data)


	Three Months Ended March 31, 2025
	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance as of December 31, 2024	54,365,785	$	5	$	6,555,416	$	(5,837,557)	$	(1,806)	$	716,058
Issuance of common stock upon exercise or vesting of equity awards	332,461	—		—		—		—		—
Release of 18,265 common shares from escrow related to acquisition	—	—		939		—		—		939
Stock-based compensation expense	—	—		20,431		—		—		20,431
Other comprehensive income	—	—		—		—		956		956
Net loss	—	—		—		(90,957)		—		(90,957)
Balance as of March 31, 2025	54,698,246	$	5	$	6,576,786	$	(5,928,514)	$	(850)	$	647,427

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

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Ginkgo Bioworks Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss from continuing operations	$	(76,059)	$	(83,310)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	12,799		14,822
Stock-based compensation	15,853		17,386
Loss on investments	1,214		3,693
Change in fair value of notes receivable	6,759		5,285
Change in fair value of contingent consideration	—		(1,302)
Non-cash lease expense	7,114		7,379
Accretion of discount on marketable securities	(120)		—
Other non-cash activity	185		149
Changes in operating assets and liabilities:
Accounts receivable	(242)		(667)
Prepaid expenses and other current assets	5,930		(581)
Operating lease right-of-use assets	—		3,675
Other non-current assets	94		(167)
Accounts payable, accrued expenses and other current liabilities	(11,601)		8,869
Deferred revenue, current and non-current (includes zero and $(7,878) from related parties)	(2,606)		(13,190)
Operating lease liabilities, current and non-current	(4,995)		(4,790)
Other non-current liabilities	(758)		—
Net cash used in operating activities - continuing operations	(46,433)		(42,749)
Net cash used in operating activities - discontinued operations	(253)		(8,772)
Net cash used in operating activities	(46,686)		(51,521)
Cash flows from investing activities:
Purchases of marketable debt securities	(83,161)		(191,182)
Maturities of marketable debt securities	108,178		—
Purchases of property and equipment	(1,933)		(7,622)
Other	48		120
Net cash provided by (used in) investing activities	23,132		(198,684)
Cash flows from financing activities:
Principal payments on finance leases	(19)		(207)
Net cash used in financing activities	(19)		(207)
Effect of foreign exchange rates on cash and cash equivalents	(129)		74
Net decrease in cash, cash equivalents and restricted cash	(23,702)		(250,338)

Cash and cash equivalents, beginning of period	167,202		561,572
Restricted cash, beginning of period	45,169		44,171
Cash, cash equivalents and restricted cash, beginning of period	212,371		605,743

Cash and cash equivalents, end of period	143,864		312,420

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Restricted cash, end of period	44,805		42,985
Cash, cash equivalents and restricted cash, end of period	$	188,669	$	355,405

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

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Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Business

Ginkgo Bioworks Holdings, Inc.'s (“Ginkgo” or the “Company”) mission is to make biology easier to engineer. Ginkgo sells tools and biological R&D services across a range of industries to government and commercial customers.

Ginkgo offers biological R&D services on our platform and Autonomous Lab to enable our customers to bring their products to market. 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. 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.

Our Autonomous Lab is a flexible wet lab built from our Reconfigurable Automation Cart (“RAC”) systems capable of large-scale data generation; it powers generative AI and machine learning (“ML”) tools that enable more successful biological R&D.

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).

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

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with the rules and regulations of the SEC and generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting. Accordingly, certain detailed disclosures which would normally be included with annual financial statements have been omitted. In the opinion of management, all normal recurring adjustments necessary for a fair presentation have been made. These condensed consolidated financial statements should be read in conjunction with the 2025 Annual Report. Interim results are not necessarily indicative of results for a full year.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent liabilities in the consolidated financial statements. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Reported amounts and disclosures reflect the overall economic conditions that management believes are most likely to occur, and the anticipated measures management intends to take. Actual results could differ materially from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised.

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Ginkgo Bioworks Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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.

Recently Issued Accounting Pronouncements

There were no new recently issued accounting pronouncements that are of significance or potential significance to the Company from those disclosed within Note 2 to the Company’s 2025 consolidated financial statements included in the 2025 Annual Report.

2. Discontinued Operations and Assets Held for Sale

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,
	2026		2025
Revenue	$	6,210	$	10,088

Costs and operating expenses:
Cost of revenue	5,352		7,957
General and administrative	7,701		9,320
Restructuring charges	—		807
Total operating expenses	13,053		18,084
Loss from operations	(6,843)		(7,996)
Other income	315		349
Total other income (expense)	315		349
Loss from discontinued operations

SEC Form 10-Q filed by Ginkgo Bioworks Holdings Inc.