Ginkgo Bioworks (NYSE: DNA) details derivative case deal

Rhea-AI Filing Summary

Ginkgo Bioworks Holdings, Inc. has reached a proposed settlement to resolve several stockholder derivative lawsuits filed on the company’s behalf in federal and Delaware courts. The company entered into a Stipulation and Agreement of Settlement on May 27, 2025, and on August 21, 2025, a federal court granted preliminary approval, ordered notice to stockholders, and set a final hearing for December 18, 2025 at 1:30 p.m. PST.

If the settlement receives final court approval, Ginkgo will receive a $4,125,000 payment funded by insurance, from which plaintiffs’ counsel plans to request $2,750,000 in fees and expenses. The company will also adopt and maintain specified corporate governance and other reforms, and the plaintiffs will dismiss the derivative actions with prejudice and provide releases related to the matters alleged.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

0001830214FALSE00018302142025-08-292025-08-29

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): August 29, 2025

______________________________________________________________

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 8.01. Other Events.

On May 27, 2025, Ginkgo Bioworks Holdings, Inc. (the “Company”) entered into a Stipulation and Agreement of Settlement (the “Stipulation of Settlement”) to resolve certain stockholder derivative actions commenced nominally on behalf of the Company against certain individual defendants entitled: (i) Hu v. Baker et al., Case No. 4:23-cv-02077-KAW (N.D. Cal.); (ii) Bowers v. Kelly et al., 4:23-cv-05396-KAW (N.D. Cal.); and (iii) In re Ginkgo Bioworks Holdings, Inc. Stockholder Derivative Litigation, C.A. No. 2024-0361-KSJM (Del. Ch.) (collectively, the “Derivative Actions”). The Stipulation of Settlement is subject to the approval of the United States District Court for the Northern District of California (the “Court”). On August 21, 2025, the Court issued an order granting preliminary approval of the Stipulation of Settlement, requiring the Company to issue notice to stockholders, and setting a final hearing for December 18, 2025 at 1:30 p.m. PST.

Subject to final approval of the Stipulation of Settlement by the Court, (i) the Company will receive a payment funded by insurance of $4,125,000, out of which amount plaintiffs’ counsel will request a fee and expense award of $2,750,000; (ii) the Company will adopt and maintain certain corporate governance and other reforms; and (iii) the plaintiffs will dismiss the Derivative Actions with prejudice and provide releases concerning the matters alleged therein.

For additional information about the proposed settlement, stockholders may review the Stipulation of Settlement (with all exhibits thereto) and a Notice of Pendency of Proposed Settlement of Derivative Actions at https://investors.ginkgobioworks.com/overview/default.aspx. The foregoing summary description of the Stipulation of Settlement is qualified in its entirety by the full text of such documents.

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: August 29, 2025			By:			/s/ Karen Tepichin
			Name:			Karen Tepichin
			Title:			General Counsel

FAQ

What legal matter does Ginkgo Bioworks (DNA) describe in this 8-K?

The company describes a proposed settlement of several stockholder derivative actions brought nominally on behalf of Ginkgo Bioworks in federal court in California and the Delaware Court of Chancery.

How much will Ginkgo Bioworks (DNA) receive under the proposed derivative settlement?

Subject to final court approval, Ginkgo Bioworks will receive a $4,125,000 payment funded by insurance in connection with the settlement.

What fees are plaintiffs’ counsel seeking in the Ginkgo Bioworks (DNA) derivative settlement?

From the $4,125,000 insurance-funded payment, plaintiffs’ counsel will request a $2,750,000 fee and expense award, subject to court approval.

What governance changes are included in the Ginkgo Bioworks (DNA) settlement?

As part of the proposed settlement, Ginkgo Bioworks will adopt and maintain certain corporate governance and other reforms, in addition to the monetary payment.

When is the final court hearing on the Ginkgo Bioworks (DNA) derivative settlement?

The United States District Court for the Northern District of California set a final hearing for December 18, 2025 at 1:30 p.m. PST to consider final approval of the settlement.

What happens to the derivative lawsuits against Ginkgo Bioworks (DNA) if the settlement is approved?

If the settlement is granted final approval, the plaintiffs will dismiss the derivative actions with prejudice and provide releases concerning the matters alleged in those cases.

Where can Ginkgo Bioworks (DNA) stockholders review the full settlement terms?

Stockholders can review the Stipulation of Settlement, its exhibits, and the Notice of Pendency of Proposed Settlement of Derivative Actions at https://investors.ginkgobioworks.com/overview/default.aspx.