Ginkgo Bioworks (DNA) divests Biosecurity segment, retains 20% Tower stake

Rhea-AI Filing Summary

Ginkgo Bioworks Holdings, Inc. completed the sale of substantially all operations of its Biosecurity segment to Tower Biosecurity, Inc. on April 3, 2026. In return, Ginkgo received common stock representing approximately 20% of Tower Biosecurity’s fully diluted equity, which will be accounted for under the equity method.

Because this deal represents a strategic shift, Biosecurity’s historical results will be reported as discontinued operations. Unaudited pro forma statements show how Ginkgo’s balance sheet and results for 2023–2025 would look without Biosecurity, with lower revenue but slightly reduced net losses over all three years.

Insights

Equity analyst

Ginkgo exits Biosecurity operations, retains 20% equity stake.

Ginkgo Bioworks has divested substantially all operations of its Biosecurity segment to Tower Biosecurity in exchange for shares equal to about 20% of Tower’s fully diluted equity. Ginkgo will now treat this holding as an equity method investment instead of a consolidated business.

The deal qualifies as a strategic shift, so Biosecurity’s past results move to discontinued operations, simplifying future income statements around the core Cell Engineering business. Pro forma data for 2023–2025 show lower revenue but modestly smaller net losses after removing Biosecurity’s contribution.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Tower ownership stake: Approximately 20% equity Total assets pro forma: $1,128,130 thousand Cash and cash equivalents: $167,202 thousand +5 more

8 metrics

Tower ownership stake Approximately 20% equity Purchaser common stock on a fully diluted basis

Total assets pro forma $1,128,130 thousand Pro forma balance sheet as of December 31, 2025

Cash and cash equivalents $167,202 thousand Historical balance sheet as of December 31, 2025

2025 revenue historical $170,155 thousand Total revenue year ended December 31, 2025

2025 revenue pro forma $132,746 thousand Pro forma revenue excluding Biosecurity, 2025

2025 net loss historical $312,763 thousand Net loss year ended December 31, 2025

2025 net loss pro forma $287,768 thousand Pro forma net loss excluding Biosecurity, 2025

Pro forma investment balance $12,288 thousand Equity method investment in Purchaser as of December 31, 2025

Key Terms

discontinued operations, equity method of accounting, unaudited pro forma condensed consolidated financial statements, Transition Services Agreement, +1 more

5 terms

discontinued operations financial

"the Biosecurity historical financial results for periods prior to the Transaction will be reflected ... as discontinued operations"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

equity method of accounting financial

"equity interest in the Purchaser, which will be accounted for under the equity method of accounting"

An equity method of accounting is the way a company reports its financial interest in another business when it has significant influence but not full control, typically owning between about 20% and 50% of the voting stock. Instead of listing the investment at purchase cost or consolidating every line item, the investor records its proportional share of the other company’s profits or losses and adjusts the investment value for dividends or impairments, so investors see the economic impact of that stake. This matters because it changes reported earnings and asset values in a way that reflects ongoing performance—similar to showing your share of a small business’s monthly profit on your own books rather than just the amount you originally paid for your share—and helps gauge how much influence that stake has on the investor’s financial health.

unaudited pro forma condensed consolidated financial statements financial

"The following unaudited pro forma condensed consolidated financial statements of the Company were derived from its historical consolidated financial statements"

Transition Services Agreement financial

"The Company has entered into a Transition Services Agreement (“TSA”) with the Purchaser"

A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.

Accounting Standards Codification 205-20 financial

"met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements - Discontinued Operations"

Understanding 8-K Material Events →

0001830214FALSE00018302142026-04-032026-04-03

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): April 3, 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 2.01. Completion of Acquisition or Disposition of Assets.

On April 3, 2026, Ginkgo Bioworks, Inc. (the “Seller”), a wholly owned subsidiary Ginkgo Bioworks Holdings, Inc. (the “Company”) completed the previously announced transaction (the “Transaction”) with Tower Biosecurity, Inc. also known as Perimeter Systems, Inc. (the “Purchaser”) pursuant to the Stock Purchase Agreement, dated as of February 26, 2026 (the “Purchase Agreement”), by and among the Seller, the Company, the Purchaser and Ginkgo Biosecurity, LLC (“Biosecurity”). On the terms and subject to the conditions in the Purchase Agreement, the Seller contributed 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 issued 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 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 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 27, 2026.

As a result of the completion of the Transaction, the Company met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements - Discontinued Operations and is including in this Current Report on Form 8-K the unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited pro forma Condensed Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 giving effect to the Transaction as if the Transaction had occurred on January 1, 2023. The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025 gives effect to the Transaction as if it occurred on that date.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited pro forma Condensed Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 are filed as Exhibit 99.1 attached hereto and incorporated herein by reference.

(d)Exhibits.

Exhibit Number						Description
99.1						Unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited pro forma Condensed Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
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: April 7, 2026			By:			/s/ Steven Coen
			Name:			Steven Coen
			Title:			Chief Financial Officer

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 3, 2026, Ginkgo Bioworks, Inc. (the “Seller”), a wholly owned subsidiary of Ginkgo Bioworks Holdings, Inc. (the “Company”), completed a transaction with Tower Biosecurity, Inc. also known as Perimeter Systems, Inc. (the “Purchaser”) and Ginkgo Biosecurity, LLC (“Biosecurity”) (the “Transaction”). In connection with the Transaction, Seller contributed to 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 issued 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 Transaction represents a strategic shift and therefore, beginning with the Company’s quarterly report on Form 10-Q for the period ending March 31, 2026, the Biosecurity historical financial results for periods prior to the Transaction will be reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.

The following unaudited pro forma condensed consolidated financial statements of the Company were derived from its historical consolidated financial statements and are being presented to give effect to the Transaction. The unaudited pro forma Condensed Consolidated Statements of Operations for each of the three years ended December 31, 2025, 2024, and 2023 reflect the Company’s results as if the Transaction had occurred on January 1, 2023. The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025 gives effect to the Transaction as if it occurred on that date.

The unaudited pro forma condensed consolidated financial statements give effect to the Transaction including: (i) the elimination of the historical Biosecurity financial results and (ii) the transfer of certain assets between the Company and the Purchaser upon closing of the Transaction.

The transaction accounting adjustments are based on available information and assumptions that the Company’s management believes are reasonable, that reflect the impact of events directly attributable to the Transaction that are factually supportable, and for purposes of the Condensed Consolidated Statements of Operations, are expected to have a continuing impact on the Company. The Company has entered into a Transition Services Agreement (“TSA”) with the Purchaser pursuant to which the Company and the Purchaser will provide each other certain specified services on a temporary basis. These transition services are not expected to have a material impact on the Company and are not recurring in nature, and as such, have not been included in the Transaction adjustments.

The unaudited pro forma condensed consolidated financial statements are subject to the assumptions and adjustments described in the accompanying notes and in the opinion of Company management, all adjustments and disclosures have been prepared in accordance with Regulation S-X, Article 11. The unaudited pro forma condensed consolidated financial statements are not intended to be a complete presentation of the Company’s financial position or results of operations had the Transaction occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only, and are not necessarily indicative of the Company’s historical or future results of operations or financial condition had the Transaction been completed on the dates assumed.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) the audited consolidated financial statements, the accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 which are available at the Company’s website at www.ginkgobioworks.com.

Exhibit 99.1

Ginkgo Bioworks Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2025

(in thousands)

			Historical						Biosecurity Separation (a)						Transaction Accounting Adjustments						Notes						Pro Forma
Assets
Current assets:
Cash and cash equivalents			$	167,202					$	—					$	—											$	167,202
Marketable securities			255,418						—						—												255,418
Accounts receivable, net			24,255						—						—												24,255
Prepaid expenses and other current assets			24,963						—						—												24,963
Total current assets			471,838						—						—												471,838
Property, plant and equipment, net			167,783						(412)						—												167,371
Operating lease right-of-use assets			360,918						—						—												360,918
Investments			15,066						—						12,288						(b)						27,354
Intangible assets, net			56,924						(3,442)						—						(c)						53,482
Other non-current assets			47,167						—						—												47,167
Total assets			$	1,119,696					$	(3,854)					$	12,288											$	1,128,130
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable			$	10,566					$	—					$	—											$	10,566
Deferred revenue			18,946						—						—												18,946
Accrued expenses and other current liabilities			66,458						—						1,077						(c)						67,535
Total current liabilities			95,970						—						1,077												97,047
Non-current liabilities:			—
Deferred revenue, net of current portion			75,182						—						—												75,182
Operating lease liabilities, non-current			417,078						—						—												417,078
Other non-current liabilities			22,876						—						—												22,876
Total liabilities			611,106						—						1,077												612,183
Stockholders' equity:
Total stockholders' equity			508,590						(3,854)						11,211						(d)						515,947
Total liabilities and stockholders' equity			$	1,119,696					$	(3,854)					$	12,288											$	1,128,130

Exhibit 99.1

Ginkgo Bioworks Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2025

(in thousands, except share data)

			Historical						Biosecurity Separation (a)						Pro Forma
Cell Engineering revenue			$	132,746					$	—					$	132,746
Biosecurity revenue:
Service			37,409						(37,409)						—
Total revenue			170,155						(37,409)						132,746
Costs and operating expenses:
Cost of Biosecurity service revenue			31,521						(31,521)						—
Cost of other revenue			15,451						—						15,451
Research and development			243,773						—						243,773
General and administrative			183,290						(32,972)						150,318
Restructuring charges			11,398						(1,922)						9,476
Total operating expenses			485,433						(64,262)						419,018
Loss from operations			(315,278)						26,853						(286,272)
Other income (expense):
Interest income			22,616						(2)						22,614
Loss on investments			(16,411)						—						(16,411)
Other (expense) income, net			(4,527)						(1,856)						(6,383)
Total other income (expense)			1,678						(1,858)						(180)
Loss before income taxes			(313,600)						24,995						(288,605)
Income tax benefit			(837)						—						(837)
Net loss:			$	(312,763)					$	24,995					$	(287,768)
Net loss per share			$	(5.64)					—						$	(6.00)
Weighted average common shares outstanding:			55,457,676						—						55,457,676

Exhibit 99.1

Ginkgo Bioworks Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2024

(in thousands, except share data)

			Historical						Biosecurity Separation (a)						Pro Forma
Cell Engineering revenue			$	173,972					$	—					$	173,972
Biosecurity revenue:
Service			53,071						(53,071)						—
Total revenue			227,043						(53,071)						173,972
Costs and operating expenses:
Cost of Biosecurity service revenue			38,549						(38,549)						—
Cost of other revenue			5,999						—						5,999
Research and development			424,061						(79)						423,982
General and administrative			246,161						(55,261)						190,900
Goodwill impairment			47,858						—						47,858
Restructuring charges			24,172						(1,236)						22,936
Total operating expenses			786,800						(93,595)						691,675
Loss from operations			(559,757)						40,524						(517,703)
Other income (expense):
Interest income			38,612						—						38,612
Interest expense			(94)						—						(94)
Loss on investments			(28,827)						—						(28,827)
Loss on deconsolidation of subsidiaries			(7,013)						—						(7,013)
Change in fair value of warrant liabilities			5,701						—						5,701
Other income (expense), net			3,870						(1,105)						2,765
Total other income (expense)			12,249						(1,105)						11,144
Loss before income taxes			(547,508)						39,419						(508,089)
Income tax benefit			(479)						—						(479)
Net loss:			$	(547,029)					$	39,419					$	(507,610)
Net loss per share			$	(10.54)					$	—					$	(11.00)
Weighted average common shares outstanding:			51,894,639						—						51,894,639

Exhibit 99.1

Ginkgo Bioworks Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2023

(in thousands, except share data)

			Historical						Biosecurity Separation (a)						Pro Forma
Cell Engineering revenue			$	143,531					$	—					$	143,531
Biosecurity revenue:
Service			78,975						(78,975)						—
Product			28,949						(28,949)						—
Total revenue			251,455						(107,924)						143,531
Costs and operating expenses:
Cost of Biosecurity service revenue			46,524						(46,524)						—
Cost of Biosecurity product revenue			7,481						(7,481)						—
Research and development			580,621						(173)						580,448
General and administrative			385,025						(73,155)						311,870
Impairment of lease assets			96,210						—						96,210
Total operating expenses			1,115,861						(126,960)						988,528
Loss from operations			(864,406)						19,036						(844,997)
Other income (expense):
Interest income			57,217						(7)						57,210
Interest expense			(93)						—						(93)
Loss on equity method investments			(2,635)						—						(2,635)
Loss on investments			(54,827)						—						(54,827)
Loss on deconsolidation of subsidiaries			(42,502)						—						(42,502)
Change in fair value of warrant liabilities			5,168						—						5,168
Other income (expense), net			9,138						(982)						8,156
Total other income (expense)			(28,534)						(989)						(29,523)
Loss before income taxes			(892,940)						18,047						(874,893)
Income tax benefit			(71)						—						(71)
Net loss:			$	(892,869)					$	18,047					$	(874,822)
Net loss per share			$	(18.37)					$	—					$	(18.00)
Weighted average common shares outstanding:			48,610,507						—						48,610,507

Exhibit 99.1

GINKGO BIOWORKS HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited pro forma Condensed Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 include the following pro forma adjustments:

a.Represents the operations, assets, liabilities and equity of Biosecurity, which have been derived from the historical consolidated financial statements. The amounts are considered preliminary, and as such, actual results could materially differ from these estimates.

b.Represents the Company’s equity interest in the Purchaser, which will be accounted for under the equity method of accounting. The valuation is considered preliminary, and as such, the final valuation could materially differ from this estimate.

c.Reflects the transfer of certain assets or liabilities assumed between the Company and the Purchaser upon closing of the Transaction.

d. Reflects the effect on total stockholders’ equity of the Transaction accounting adjustments described in footnote (b) and (c) above.

FAQ

What transaction did Ginkgo Bioworks (DNA) complete with Tower Biosecurity?

Ginkgo Bioworks completed a stock transaction with Tower Biosecurity, transferring all equity in its Biosecurity segment entity to Tower. In exchange, Ginkgo received Tower common stock representing about 20% of Tower’s fully diluted equity, shifting Biosecurity from a consolidated business to an equity investment.

How much ownership does Ginkgo Bioworks (DNA) retain in Tower Biosecurity after the deal?

After the transaction, Ginkgo holds Tower Biosecurity common stock equal to approximately 20% of Tower’s issued and outstanding equity on a fully diluted basis. This stake will be accounted for under the equity method, rather than consolidating Biosecurity’s operations in Ginkgo’s financial statements.

Why will Ginkgo Bioworks (DNA) report Biosecurity as discontinued operations?

The Biosecurity divestiture is described as a strategic shift, meeting Accounting Standards Codification 205-20 criteria for discontinued operations. Starting with the March 31, 2026 Form 10-Q, historical Biosecurity results will be reclassified as discontinued operations for all presented periods in Ginkgo’s consolidated financials.

What do the unaudited pro forma financials show for Ginkgo Bioworks (DNA) in 2025?

For 2025, Ginkgo’s historical total revenue was $170,155 thousand with a net loss of $312,763 thousand. Pro forma results excluding Biosecurity show $132,746 thousand in revenue and a net loss of $287,768 thousand, illustrating the company’s profile focused on Cell Engineering operations alone.

How did the Biosecurity separation affect Ginkgo Bioworks’ (DNA) 2024 pro forma results?

In 2024, historical revenue was $227,043 thousand and net loss was $547,029 thousand. Pro forma figures excluding Biosecurity show $173,972 thousand in revenue and a net loss of $507,610 thousand, indicating reduced scale but somewhat smaller annual losses for the continuing operations business.

What changes appear in Ginkgo Bioworks’ (DNA) pro forma balance sheet after the transaction?

As of December 31, 2025, total assets increase from $1,119,696 thousand historically to $1,128,130 thousand pro forma. This reflects removal of certain Biosecurity assets and recognition of a new $12,288 thousand investment, representing Ginkgo’s equity interest in Tower Biosecurity on the pro forma balance sheet.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 181.4 KB

Other Documents

• 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