Ginkgo Bioworks (NYSE: DNA) trades Biosecurity arm for 20% Tower stake

Rhea-AI Filing Summary

Ginkgo Bioworks Holdings, Inc. entered into a Stock Purchase Agreement under which its wholly owned subsidiary will transfer all issued and outstanding equity of Ginkgo Biosecurity, LLC to Tower Biosecurity, Inc. This business represents substantially all of Ginkgo’s Biosecurity segment operations.

In return, Tower Biosecurity will issue shares of its common stock to Ginkgo’s subsidiary, equal to approximately 20% of Tower’s fully diluted equity. The transaction is expected to close in the first half of 2026, subject to customary closing conditions.

Insights

Equity analyst

Ginkgo is carving out its Biosecurity segment for a 20% equity stake in Tower Biosecurity.

Ginkgo Bioworks Holdings is contributing all equity in Ginkgo Biosecurity, LLC, which comprises substantially all of its Biosecurity segment, to Tower Biosecurity, Inc. in exchange for Tower shares representing about 20% of Tower’s fully diluted equity.

This shifts the Biosecurity operations into a separate corporate vehicle while leaving Ginkgo with a significant minority stake. The agreement is expected to close in the first half of 2026, subject to customary closing conditions described in the Stock Purchase Agreement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________

FORM 8-K

______________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 26, 2026

______________________________________________________________

GINKGO BIOWORKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________________

Delaware

001-40097

87-2652913

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

27 Drydock Avenue

8th Floor

Boston, MA 02210

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 422-5362

(Former name or former address, if changed since last report)

______________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

DNA

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.

On February 26, 2026, Ginkgo Bioworks, Inc. (the “Seller”), a wholly owned subsidiary Ginkgo Bioworks Holdings, Inc. (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Tower Biosecurity, Inc. (the “Purchaser”) and Ginkgo Biosecurity, LLC (“Biosecurity”). Subject to the terms and conditions of the Purchase Agreement, the Seller will contribute to the Purchaser all of the issued and outstanding equity interests of Biosecurity, constituting substantially all of the Company’s operations comprising its Biosecurity segment, and in exchange, the Purchaser will issue to the Seller shares of common stock of the Purchaser representing approximately 20% of the issued and outstanding equity of the Purchaser on a fully diluted basis. The Company expects to complete the transaction in the first half of 2026, subject to customary closing conditions.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 1.1 hereto.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to activity contemplated by the Purchase Agreement, which are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: the ability of the parties to consummate the contemplated transaction in a timely manner or at all; the satisfaction or waiver of the conditions to closing the contemplated transaction; potential delays in consummating the contemplated transaction; and the occurrence of any event, change or other circumstance or condition that could give rise to termination of the Purchase Agreement for the contemplated transaction. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number						Description
1.1						Stock Purchase Agreement, dated February 26, 2026, by and among Tower Biosecurity, Inc., Ginkgo Bioworks, Inc., Ginkgo Biosecurity, LLC and, solely for the purposes of Section 11.09, Ginkgo Bioworks Holdings, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			GINKGO BIOWORKS HOLDINGS, INC.
Date: February 26, 2026			By:			/s/ Steven Coen
			Name:			Steven Coen
			Title:			Chief Financial Officer

FAQ

What transaction did Ginkgo Bioworks (DNA) announce in this 8-K?

Ginkgo Bioworks announced a Stock Purchase Agreement to transfer all equity of Ginkgo Biosecurity, LLC to Tower Biosecurity, Inc. in exchange for Tower shares, representing a significant reorganization of its Biosecurity segment operations.

How much ownership will Ginkgo receive in Tower Biosecurity from the deal?

Ginkgo’s subsidiary will receive Tower Biosecurity common stock representing approximately 20% of Tower’s issued and outstanding equity on a fully diluted basis. This leaves Ginkgo with a meaningful minority stake instead of directly operating the Biosecurity segment.

Which part of Ginkgo Bioworks’ business is affected by the Tower Biosecurity agreement?

The agreement covers all of the issued and outstanding equity interests of Ginkgo Biosecurity, LLC. Those interests constitute substantially all of Ginkgo Bioworks’ operations that make up its Biosecurity segment, meaning that segment is effectively being contributed to Tower Biosecurity.

When is the Ginkgo Bioworks–Tower Biosecurity transaction expected to close?

Ginkgo Bioworks expects the transaction with Tower Biosecurity to be completed in the first half of 2026. Closing is subject to customary conditions outlined in the Stock Purchase Agreement, so the actual completion date depends on those conditions being satisfied or waived.

Who are the parties involved in Ginkgo Bioworks’ Stock Purchase Agreement?

The Stock Purchase Agreement is among Tower Biosecurity, Inc. as Purchaser, Ginkgo Bioworks, Inc. as Seller, Ginkgo Biosecurity, LLC, and Ginkgo Bioworks Holdings, Inc. which joins solely for certain specified purposes under Section 11.09 of the agreement.

Where can investors find the full terms of Ginkgo Bioworks’ Biosecurity transaction?

The complete terms are contained in the Stock Purchase Agreement filed as Exhibit 1.1. This exhibit includes the detailed provisions, conditions to closing, and other legal terms governing the Biosecurity segment transaction with Tower Biosecurity.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 654.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB