Form 4: Ginkgo Bioworks Insider Sells Shares for Tax Withholding

Reshma Shetty, a Director and 10% owner of Ginkgo Bioworks Holdings, Inc., reported the sale of Class A Common Stock by her spouse to cover tax obligations related to vested performance-based restricted stock units.

Summary

• Reshma Shetty, a Director and 10% owner of Ginkgo Bioworks Holdings, Inc. (DNA), reported transactions involving Class A Common Stock.
• On April 7, 2026, 27,738 shares were acquired as part of a performance-based restricted stock unit (PSU) vesting, increasing the total beneficial ownership to 337,101 shares, held indirectly by her spouse.
• On April 8, 2026, another 27,738 shares were acquired due to PSU vesting, bringing the total beneficial ownership to 364,839 shares, also held indirectly by her spouse.
• Also on April 8, 2026, 13,155 shares were disposed of by the reporting person's spouse at a price of $6.93 per share, reducing beneficial ownership to 351,684 shares.
• On April 9, 2026, an additional 13,116 shares were disposed of by the spouse at $6.397 per share, further reducing beneficial ownership to 338,568 shares.
• These sales were to cover tax withholding obligations associated with the vesting of PSUs, as permitted by the company's equity incentive plans.
• The PSUs were granted on June 19, 2025, with a vesting based on a company-wide cash flow reduction target over a one-year period starting January 1, 2025.
• The actual performance achieved was 67% of the target, as certified by the Board of Directors' Compensation Committee.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as the reported transactions are routine for managing executive compensation and tax liabilities, with no indication of significant insider confidence or lack thereof in the company's future prospects.

Positives

• Vesting of performance-based restricted stock units indicates achievement of company performance targets, albeit at 67% of the goal.
• The company's equity incentive plan allows for 'sell to cover' transactions to manage tax obligations, demonstrating a structured approach to compensation and compliance.

Negatives

• The disposal of shares by the reporting person's spouse, even for tax purposes, represents a reduction in direct beneficial ownership.
• The performance achieved for the PSUs was 67% of the target, suggesting that company performance did not fully meet the intended goals.

Risks

• Potential for further 'sell to cover' transactions if additional PSUs vest or if tax liabilities increase.
• The company's ability to meet future performance targets, as indicated by the 67% achievement rate for the recent PSUs.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance. However, the performance of the PSUs at 67% of target may imply a cautious outlook on achieving all future performance goals.

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's spouse.
• 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

StockSavvy.ai notes that insider transactions, particularly those related to compensation and tax obligations, are common in the biotechnology and life sciences sector. The 'sell to cover' mechanism is a standard practice for managing equity-based compensation liabilities.

Related Party Transactions

• The sale of shares by the reporting person's spouse to cover tax withholding obligations in connection with the vesting of PSUs represents a transaction between related parties, managed under the company's equity incentive plan.

Stakeholder Impact

• Shareholders: The 'sell to cover' transactions may lead to a slight increase in the float of Class A Common Stock, but these are typically managed to minimize market impact.
• Employees: The reporting person's spouse is an employee or closely related to an employee receiving compensation, and these transactions directly relate to their compensation package.
• Management: The transactions reflect the standard compensation and tax management practices for senior personnel.

Next Steps

• Monitoring future PSU vesting and any associated 'sell to cover' transactions.
• Observing the company's progress towards meeting future performance targets.

Key Dates

Keywords

Ginkgo Bioworks, DNA, Form 4, Insider Trading, Stock Sale, Tax Withholding, Performance-Based Stock Units, Reshma Shetty, Beneficial Ownership, SEC Filing