Ginkgo Bioworks Issues Notice of Settlement of Shareholder Derivative Actions

Rhea-AI Summary

Ginkgo Bioworks (NYSE: DNA) announced the settlement of shareholder derivative actions in the Northern District of California. The settlement includes a $4.125 million payment to be made by Individual Defendants' Insurers to Ginkgo within 30 days after Court judgment. The agreement includes $2.75 million in attorneys' fees and expenses, including $2,000 service awards to plaintiffs.

The settlement requires Ginkgo to terminate a specific contract and implement comprehensive corporate governance reforms for at least three years. The company's Board has determined the settlement terms are fair and in the best interests of Ginkgo and its stockholders. The Settlement Hearing is scheduled for December 18, 2025, where the Court will review the settlement's fairness and approve related fees.

Positive

• None.

Negative

• Legal costs and fees consume $2.75 million (66.7%) of the settlement amount
• Company required to terminate an existing contract as part of settlement terms

BOSTON, Aug. 29, 2025 /PRNewswire/ -- Ginkgo Bioworks (NYSE: DNA) today released the following notice:

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION
WEINING HU, derivatively on behalf of GINKGO BIOWORKS HOLDINGS, INC., a Delaware corporation,                                                           Plaintiff,                                      vs.   ELI BAKER, et al.,                                                     Defendants,                                   - and -   GINKGO BIOWORKS HOLDINGS, INC.,                                         Nominal Defendant.	Case No. 4:23-cv-02077-KAW   The Honorable Kandis A. Westmore   SUMMARY NOTICE OF PROPOSED SETTLEMENT OF DERIVATIVE ACTIONS
ERIC BOWERS, Derivatively on behalf of Nominal Defendant GINKGO BIOWORKS HOLDINGS, INC.,                                                          Plaintiff,                                      vs.   JASON KELLY, et al.,                                                     Defendants,                                 - and -   GINKGO BIOWORKS HOLDINGS, INC.,                                        Nominal Defendant.	Case No. 4:23-cv-05396-KAW   The Honorable Kandis A. Westmore

A Federal Court authorized this Notice. This is not a solicitation from a lawyer.

TO: ALL PERSONS OR ENTITIES WHO OR WHICH HELD SHARES OF GINKGO BIOWORKS HOLDINGS, INC. ("GINKGO" OR "THE COMPANY") COMMON STOCK AS OF THE CLOSE OF TRADING ON MAY 27, 2025 (THE "RECORD DATE").

PLEASE TAKE NOTICE that the above-captioned Federal Derivative Actions and another consolidated Derivative Action pending in Delaware Chancery Court are being settled on the terms set forth in a Stipulation and Agreement of Settlement dated May 27, 2025 (the "Stipulation").¹ In connection with the Settlement and in consideration of the releases set forth in the Stipulation, the Individual Defendants shall cause their Insurers to pay Ginkgo the sum of four million one hundred twenty-five thousand dollars ($4,125,000) (the "Settlement Amount"). The Settlement Amount shall be paid by Individual Defendants' Insurers to Ginkgo within thirty (30) days after the Court enters the Judgment under the terms of the Stipulation ¶2.1. The Settlement Amount is inclusive of all fees and expenses of Plaintiffs' Counsel and Service Awards, which will be paid in the manner set forth in the Stipulation, ¶¶3.2 and 3.3, if approved by the Court. In no event shall the Defendants or their Insurers be required to pay any amount greater than the Settlement Amount in connection with the Settlement, other than as expressly set forth in the Stipulation ¶4.1 with respect to the costs of providing Notice.

In addition, under the terms of the Stipulation, within thirty (30) days after the Court enters the Judgment, (i) Ginkgo will terminate a certain contract as further set forth in the Stipulation, and (ii) the Board shall take all necessary and appropriate action to adopt, implement, and maintain for a period of not less than three (3) years, the comprehensive corporate governance, oversight, and internal controls Reforms set forth in the Stipulation. The foregoing matters, which are detailed more fully in the Stipulation and Long Form Notice, are intended to provide additional value to the Company and to address the claims asserted in the Derivative Actions. In the event of any change in law or regulations that impacts any subject matter in the Reforms, the Company's Board may adopt such amendments as it determines in its good faith business judgment, after consultation with counsel, to be required to comply with such law or regulations while maintaining the purposes of the Reforms to the greatest extent practicable.

Ginkgo's Board, including its independent, non-defendant directors, in a good-faith exercise of business judgment, has determined that: (i) the Settlement confers a substantial benefit upon Ginkgo and its stockholders; and (ii) the Settlement, and each of its terms, is in all respects fair, adequate, reasonable, and in the best interests of Ginkgo and its stockholders. 

Plaintiffs' Counsel intends to request that the Court approve the agreed-to $2,750,000 Fee and Expense Amount, inclusive of $2,000 Service Awards to each of the Plaintiffs. The Defendants have agreed to this amount and not to oppose this request. The amount of attorneys' fees and expenses will be within the sole discretion of the Court.

IF YOU WERE A RECORD OR BENEFICIAL OWNER OF GINKGO COMMON STOCK AS OF THE RECORD DATE ABOVE, PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE ABOVE-REFERENCED LITIGATION.

On December 18, 2025, at 1:30 p.m. PST, the Court will hold the Settlement Hearing either in person at the United States District Courthouse for the Northern District of California, Oakland Courthouse, 1301 Clay Street, Oakland, CA 94612, or by telephone or videoconference (at the discretion of the Court). At the Settlement Hearing, the Court will determine: (i) whether the Settlement of the Derivative Actions on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to Ginkgo and Current Ginkgo Stockholders, and should be finally approved by the Court; (ii) whether a Judgment as provided in, and attached as Exhibit D to the Stipulation should be entered; (iii) whether to approve the payment of the Fee and Expense Amount in the amount negotiated and agreed to by the Settling Parties and Service Awards for the Plaintiffs to be drawn therefrom; and (iv) such other matters as may be necessary or proper in the circumstances.

Any Current Ginkgo Stockholder may, but is not required to, appear in person at the Settlement Hearing. If you want to be heard at the Settlement Hearing in opposition to the Settlement, the Fee and Expense Amount, and/or the Service Awards, then you must first comply with the following procedures for objecting.

Any objections must be presented in writing and must contain the following information:

1. Notice of whether you intend to appear at the Settlement Hearing;
   
   
2. Your name, legal address, and telephone number;
   
   
3. Proof of being a Current Ginkgo Stockholder as of the Record Date and representation that you will continue to own Ginkgo common stock as of the date of the Settlement Hearing;
   
   
4. The date(s) you acquired your Ginkgo shares and the number of Ginkgo shares held;
   
   
5. A detailed statement of your specific position with respect to the matters to be heard at the Settlement Hearing, including a statement of each objection being made; and
   
   
6. The grounds for each objection or the reasons for your desire to appear and to be heard.

All written objections and supporting papers must (a) clearly identify the case name and number (Hu v. Baker, Case No. 23-cv-02077-KAW), (b) be submitted to the Court either by filing them electronically or in person at any location of the United States District Court for the Northern District of California or by mailing them to the Class Action Clerk, United States District Court for the Northern District of California, 1301 Clay Street, Oakland, CA 94612, and (c) be filed or postmarked on or before December 4, 2025.

Any counsel retained by a purported objector for the purpose of asserting an objection must make a notice of appearance on the Court by December 4, 2025, which is fourteen (14) days before the Settlement Hearing. If you appear through your own attorney, you are responsible for hiring and paying that attorney. The Court will not consider any objection that does not substantially comply with these requirements.

Any Person who fails to object in the above prescribed manner will be deemed to have waived the right to object to any aspect of the Settlement, Fee and Expense Amount, and/or Service Awards or otherwise request to be heard (including the right to appeal) and will be forever barred from raising such objection or request to be heard in this or any other action or proceeding, but shall otherwise be bound by the Judgment to be entered and the releases to be given.

This Summary Notice summarizes the Settling Parties' Stipulation. It is not a complete statement of the events of the Derivative Actions or the Stipulation. You may inspect the Stipulation and other papers at https://investors.ginkgobioworks.com/overview/default.aspx.

PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO EITHER THE COURT OR THE CLERK'S OFFICE. Any questions you have about matters in this Notice should be directed by telephone or in writing to the named Plaintiffs' Counsel at the addresses set forth above.

Dated: August 29, 2025 BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA

About Ginkgo Bioworks
Ginkgo Bioworks builds the tools that make biology easier to engineer for everyone. Ginkgo R&D Solutions delivers customizable R&D packages—such as protein engineering, nucleic acid design, and cell-free systems—giving partners a comprehensive way to accelerate innovation across therapeutics, diagnostics, & manufacturing. Ginkgo Automation sells modular, integrated laboratory automation so scientists can spend their days planning and analyzing experiments rather than pipetting in the lab. Ginkgo Datapoints uses Ginkgo's in-house automation to generate the large lab data sets to power your AI models. Ginkgo Biosecurity is building and deploying the next-generation infrastructure and technologies that global leaders need to predict, detect, and respond to a wide variety of biological threats. For more information, visit ginkgobioworks.com and ginkgobiosecurity.com, read our blog, or follow us on social media channels such as X (@Ginkgo and @Ginkgo_Biosec), Instagram (@GinkgoBioworks), Threads (@GinkgoBioworks), or LinkedIn.

GINKGO BIOWORKS INVESTOR CONTACT:
investors@ginkgobioworks.com

GINKGO BIOWORKS MEDIA CONTACT:
press@ginkgobioworks.com

¹ The capitalized terms used in this Summary Notice and not otherwise defined are defined in the Stipulation. This Summary Notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation and its Exhibits, which have been filed with the United States District Court for the Northern District of California. 

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SOURCE Ginkgo Bioworks

FAQ

What is the total settlement amount in the Ginkgo Bioworks (DNA) shareholder derivative actions?

The total settlement amount is $4.125 million, to be paid by Individual Defendants' Insurers to Ginkgo within 30 days after the Court enters the Judgment.

When is the Settlement Hearing for Ginkgo Bioworks' derivative actions?

The Settlement Hearing is scheduled for December 18, 2025, at 1:30 p.m. PST at the United States District Courthouse for the Northern District of California, Oakland.

How much are the attorney fees in the Ginkgo Bioworks settlement?

The attorneys' fees and expenses amount to $2.75 million, which includes $2,000 Service Awards to each of the Plaintiffs.

What corporate governance changes will Ginkgo Bioworks implement as part of the settlement?

Ginkgo will implement comprehensive corporate governance, oversight, and internal controls reforms that must be maintained for at least three years. The company will also terminate a specific contract as part of the settlement terms.

What is the deadline for Ginkgo Bioworks shareholders to object to the settlement?

Current Ginkgo stockholders must file or postmark their written objections by December 4, 2025, which is 14 days before the Settlement Hearing.