Form 4: Ginkgo Bioworks Director Ross Fubini Reports Vesting of RSUs and New Stock Option Grant

Ginkgo Bioworks Holdings, Inc. Director Ross Fubini has reported the vesting of 10,822 restricted stock units and the grant of 34,375 new stock options as part of his non-employee director compensation.

Summary

• Ross Fubini, a Director at Ginkgo Bioworks Holdings, Inc. (DNA), filed a Form 4 detailing changes in his beneficial ownership.
• On June 11, 2025, 10,822 Restricted Stock Units (RSUs) vested in full, resulting in the acquisition of 10,822 shares of Class A Common Stock.
• These RSUs were granted on June 13, 2024, and vested the day prior to the Issuer's Annual Meeting of Shareholders, contingent on Mr. Fubini's continued service as a Non-Employee Director.
• On June 12, 2025, Mr. Fubini was granted 34,375 stock options with an exercise price of $9.29 per share.
• The newly granted stock options will vest in substantially equal installments on each of the first three anniversaries of the grant date, becoming fully vested on the third anniversary, subject to continued service as a Non-Employee Director.
• The stock options have an expiration date of June 12, 2035.

Sentiment

Score: 7

Explanation: The document reports routine, pre-scheduled equity compensation for a director, which is a neutral to slightly positive event as it aligns director interests with shareholders. There are no negative implications or unexpected outcomes reported.

Positives

• The vesting of 10,822 Restricted Stock Units (RSUs) into Class A Common Stock increases the director's direct ownership in the company, aligning his interests with shareholders.
• The grant of 34,375 new stock options provides a long-term incentive for the director, further aligning his performance with the company's stock price appreciation.

Future Outlook

The newly granted stock options will vest in substantially equal installments over the next three years, with full vesting expected on the third anniversary of the grant date (June 12, 2028), contingent on the director's continued service.

Management Comments

• The RSUs granted on June 13, 2024, vested in full in Class A shares on June 11, 2025, which was the day immediately prior to the date of the Issuer's next Annual Meeting of Shareholders occurring after the grant date, and was subject to the Reporting Person continuing in service as a Non-Employee Director of the Issuer through such date.
• In accordance with the Issuer's Amended and Restated Non-Employee Director Compensation Program, which became effective on June 12, 2025, the option shall vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, such that the option shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date.

Industry Context

This filing reflects standard equity compensation practices for non-employee directors in the biotechnology and synthetic biology sectors, aiming to align director incentives with long-term shareholder value creation. Such compensation typically includes a mix of immediately vesting shares (from RSUs) and longer-term options to encourage sustained engagement and performance.

Corporate Governance

Related Party Transactions

• The reported transactions (RSU vesting and stock option grant) represent compensation provided to a director, which is a standard related-party transaction under the company's Non-Employee Director Compensation Program.

Stakeholder Impact

• Shareholders: The vesting of RSUs and grant of stock options align the director's financial interests with those of the shareholders, encouraging long-term value creation. However, the issuance of new shares (from RSU vesting) and potential future exercise of options could lead to minor dilution.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The remaining 34,375 stock options granted on June 12, 2025, will vest in three annual installments, subject to the director's continued service.

Key Dates

Recommendation

Keywords

Ginkgo Bioworks, DNA, Form 4, Insider Transaction, Director Compensation, Restricted Stock Units, RSU, Stock Options, Equity Compensation, Beneficial Ownership