Form 4: Ginkgo Bioworks CFO Reports Routine RSU Vesting and Tax-Related Stock Sale

Ginkgo Bioworks Holdings, Inc.'s Chief Financial Officer, Steven P. Coen, reported the vesting of restricted stock units and a subsequent sale of shares to cover tax withholding obligations.

Summary

• Steven P. Coen, Chief Financial Officer and Chief Accounting Officer of Ginkgo Bioworks Holdings, Inc. (DNA), reported transactions occurring on July 16 and July 17, 2025.
• On July 16, 2025, Coen acquired a total of 2,547 shares of Class A Common Stock through the vesting and exercise of Restricted Stock Units (RSUs), specifically 1,174, 312, and 1,061 shares in separate transactions.
• Following these acquisitions, Coen's direct beneficial ownership of Class A Common Stock increased to 10,390, 10,702, and 11,763 shares after each respective RSU conversion.
• On July 17, 2025, Coen disposed of 1,084 shares of Class A Common Stock at a price of $9.842 per share.
• This disposition was explicitly stated as a 'sell to cover' transaction, executed solely to satisfy tax withholding obligations related to the vesting of restricted stock and/or RSUs, and was not a discretionary trade.
• After all reported transactions, Coen's direct beneficial ownership of Class A Common Stock was 10,679 shares.
• The vesting schedules for the RSUs varied: some vested 25% on May 1, 2024, followed by 36 equal monthly installments; others vested 2/48ths on May 1, 2024, followed by 46 equal monthly installments; and a third batch vested 25% on April 16, 2025, 25% on July 16, 2025, with future vesting of 25% on October 16, 2025, and 25% on January 16, 2026.

Sentiment

Score: 6

Explanation: The document is a routine Form 4 filing detailing RSU vesting and a non-discretionary tax-related stock sale. It provides no new positive or negative operational or financial information, but the transactions themselves are standard and expected, thus neutral to slightly positive as they reflect ongoing executive compensation.

Positives

• The acquisition of shares through RSU vesting indicates ongoing equity compensation for the CFO, which generally aligns management's long-term interests with those of shareholders.
• The 'sell to cover' transaction is a standard and non-discretionary method for executives to meet tax obligations upon equity vesting, and does not reflect a negative outlook on the company's performance.

Negatives

• The sale of shares, even for tax purposes, results in a reduction of the CFO's direct ownership stake in the company.

Future Outlook

The document details future vesting dates for Restricted Stock Units on October 16, 2025, and January 16, 2026, indicating ongoing equity compensation for the reporting person.

Management Comments

• Sales to cover tax withholding obligations in connection with the vesting of such securities do not represent discretionary trades by the Reporting Person.
• The Issuer's equity incentive plans allow the Issuer to require that satisfaction of tax withholding obligations be funded by a 'sell to cover' transaction.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, common across all publicly traded companies. The 'sell to cover' mechanism for tax obligations is a standard practice in equity compensation plans across various industries, including biotechnology and synthetic biology, where companies like Ginkgo Bioworks operate.

Comparison to Industry Standards

• The 'sell to cover' transaction for tax withholding is a standard and widely accepted practice in executive compensation across industries, including biotech, and is not indicative of a negative outlook on the company's performance, unlike open market sales.
• Many companies, such as Moderna (MRNA) or Illumina (ILMN), also utilize similar equity incentive plans where executives receive RSUs that vest over time, often leading to similar tax-related sales upon vesting.
• The reported share price of $9.842 for the tax-related sale provides a snapshot of the stock's value at the time of the transaction, which can be compared to the performance of peers in the synthetic biology space, though this specific transaction is not a market-driven sale.

Stakeholder Impact

• Shareholders: The 'sell to cover' transaction is a common practice and does not signal a lack of confidence, thus its impact on shareholder sentiment is likely neutral. The ongoing vesting of RSUs aligns executive incentives with shareholder value over the long term.

Next Steps

• Future vesting of Restricted Stock Units on October 16, 2025.
• Future vesting of Restricted Stock Units on January 16, 2026.

Key Dates

Recommendation

Keywords

Ginkgo Bioworks, DNA, Form 4, SEC filing, insider transaction, restricted stock units, RSU vesting, sell to cover, executive compensation, Steven P. Coen, beneficial ownership