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

Ginkgo Bioworks Holdings, Inc. CFO 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 of Ginkgo Bioworks Holdings, Inc. (DNA), reported transactions involving Class A Common Stock and Restricted Stock Units (RSUs).
• On December 12, 2025, Coen acquired 1,174 shares of Class A Common Stock through the vesting of RSUs, bringing his beneficial ownership to 7,912 shares.
• Also on December 12, 2025, an additional 312 shares of Class A Common Stock were acquired through RSU vesting, increasing beneficial ownership to 8,224 shares.
• On December 15, 2025, Coen disposed of 736 shares of Class A Common Stock at a price of $8.886 per share.
• This disposition was a 'sell to cover' transaction, executed to satisfy tax withholding obligations related to the vesting of restricted stock and/or RSUs, and is not considered a discretionary trade.
• Following these transactions, Coen's direct beneficial ownership of Class A Common Stock stands at 7,488 shares.
• The filing also detailed the disposition of 1,174 and 312 derivative Restricted Stock Units on December 12, 2025, which converted into Class A Common Stock.
• Remaining derivative securities include 9,992 RSUs from one grant and 4,223 RSUs from another grant.

Sentiment

Score: 5

Explanation: The filing is a routine compliance report detailing the vesting of executive equity compensation and a non-discretionary sale of shares to cover tax obligations. It does not contain information that would significantly alter the company's fundamental outlook or market perception, hence a neutral sentiment.

Positives

• The vesting of Restricted Stock Units (RSUs) represents the realization of equity compensation for the Chief Financial Officer.
• The company's equity incentive plans allow for 'sell to cover' transactions, providing a mechanism for executives to manage tax obligations efficiently upon vesting.

Negatives

• A portion of the vested shares was sold to cover tax withholding obligations, resulting in a reduction of the reporting person's direct beneficial ownership of Class A Common Stock.

Future Outlook

The filing indicates ongoing vesting schedules for Restricted Stock Units, with one grant vesting in 36 equal monthly installments after May 1, 2024, and another in 46 equal monthly installments after May 1, 2024.

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 transactions, specifically related to equity compensation. Such 'sell to cover' transactions are common across all industries for executives receiving restricted stock or RSU awards, as they are a standard mechanism to manage tax liabilities upon vesting. It does not provide specific insights into broader industry trends for biotechnology or synthetic biology, where Ginkgo Bioworks operates.

Stakeholder Impact

• Shareholders: The sale of shares by a CFO, even for tax purposes, slightly increases the float but is generally not seen as a significant indicator of management's confidence or lack thereof, given its non-discretionary nature.
• Employees: The report highlights the company's equity compensation structure, which can be a positive for employee retention and alignment with company performance.

Next Steps

• Continued vesting of remaining Restricted Stock Units according to their respective schedules (36 equal monthly installments for one grant, 46 equal monthly installments for another, both following May 1, 2024).

Key Dates

Keywords

Ginkgo Bioworks, DNA, Steven P. Coen, CFO, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Sell to Cover, Equity Compensation, Stock Sale, Beneficial Ownership