Ginkgo Bioworks (NYSE: DNA) CFO nets PSU shares, sells stock for taxes

Rhea-AI Filing Summary

Ginkgo Bioworks Holdings, Inc. executive Steven P. Coen reported PSU vesting and related share activity. On April 10, 2026, he acquired a total of 73,921 shares of Class A Common Stock through the vesting and conversion of performance-based restricted stock units.

On April 13, 2026, he sold 33,171 shares at $6.414 per share solely to cover tax withholding obligations under a mandatory “sell to cover” mechanism, which the company’s equity plans permit and which is described as non-discretionary. After these transactions, he held 49,849 shares directly.

The PSUs were tied to cash flow reduction performance targets for the finance team and company-wide. One 45,755-PSU grant vested at 62% of its target, and a 67,991-PSU grant vested at 67%, as certified by the Compensation Committee.

Insider Trade Summary

Net Seller: 33,171 shares ($212,759)

Net Sell 5 txns

Insider Coen Steven P.

Role See remarks

Sold 33,171 shs ($213K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	33,171	$6.414	$213K
Exercise	Performance-Based Restricted Stock Unit	28,368	$0.00	--
Exercise	Performance-Based Restricted Stock Unit	45,553	$0.00	--
Exercise	Class A Common Stock	28,368	$0.00	--
Exercise	Class A Common Stock	45,553	$0.00	--

Holdings After Transaction: Class A Common Stock — 49,849 shares (Direct); Performance-Based Restricted Stock Unit — 0 shares (Direct)

Footnotes (1)

1. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs. Sales to cover tax withholding obligations in connection with the vesting of such securities do not represent discretionary trades by the Reporting Person. 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. On March 6, 2025, the Reporting Person was granted 45,755 based on a finance team cash flow reduction target over a one-year period beginning on January 1, 2025 and ending on December 31, 2025. The total number of vested PSUs distributed by Issuer on April 10, 2026 in the form of Class A Common Stock reflects actual performance equal to 62% of the finance team target, as certified by the Compensation Committee of the Board of Directors. On May 21, 2025, in connection with the Reporting Person's elevation to Chief Financial Officer, the Reporting Person was granted 67,991 PSUs based on a company-wide cash flow reduction target over a one-year period beginning on January 1, 2025 and ending on December 31, 2025. The total number of vested PSUs distributed by Issuer on April 10, 2026 in the form of Class A Common Stock reflects actual performance equal to 67% of the company-wide target, as certified by the Compensation Committee of the Board of Directors.

Key Figures

Tax withholding sale: 33,171 shares at $6.414 PSU-derived shares vested: 73,921 shares Shares held after transactions: 49,849 shares +4 more

7 metrics

Tax withholding sale 33,171 shares at $6.414 Class A Common Stock sold April 13, 2026 to cover taxes

PSU-derived shares vested 73,921 shares Class A Common Stock from PSU vesting on April 10, 2026

Shares held after transactions 49,849 shares Direct Class A Common Stock ownership after April 13, 2026

Finance-team PSU grant size 45,755 PSUs Granted March 6, 2025, tied to finance cash flow reduction

Company-wide PSU grant size 67,991 PSUs Granted May 21, 2025, tied to company-wide cash flow target

Finance PSU performance 62% Portion of finance-team cash flow target achieved

Company-wide PSU performance 67% Portion of company-wide cash flow target achieved

Key Terms

performance-based restricted stock unit, sell to cover, cash flow reduction target, Compensation Committee

4 terms

performance-based restricted stock unit financial

"Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share..."

A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.

sell to cover financial

"equity incentive plans allow the Issuer to require that satisfaction of tax withholding obligations be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

cash flow reduction target financial

"granted 45,755 based on a finance team cash flow reduction target over a one-year period"

Compensation Committee financial

"as certified by the Compensation Committee of the Board of Directors"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Coen Steven P.

(Last) (First) (Middle)

C/O GINKGO BIOWORKS HOLDINGS, INC.

27 DRYDOCK AVENUE

(Street)

BOSTON MASSACHUSETTS 02210

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ginkgo Bioworks Holdings, Inc. [ DNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/10/2026		M(1)		28,368	A	(1)	37,467	D
Class A Common Stock	04/10/2026		M(1)		45,553	A	(1)	83,020	D
Class A Common Stock	04/13/2026		S(2)		33,171	D	$6.414	49,849	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Unit	(1)	04/10/2026		M(1)			28,368	(3)	(3)	Class A Common Stock	28,368	(1)	0	D
Performance-Based Restricted Stock Unit	(1)	04/10/2026		M(1)			45,553	(4)	(4)	Class A Common Stock	45,553	(1)	0	D

Explanation of Responses:

1. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs. Sales to cover tax withholding obligations in connection with the vesting of such securities do not represent discretionary trades by the Reporting Person. 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.

3. On March 6, 2025, the Reporting Person was granted 45,755 based on a finance team cash flow reduction target over a one-year period beginning on January 1, 2025 and ending on December 31, 2025. The total number of vested PSUs distributed by Issuer on April 10, 2026 in the form of Class A Common Stock reflects actual performance equal to 62% of the finance team target, as certified by the Compensation Committee of the Board of Directors.

4. On May 21, 2025, in connection with the Reporting Person's elevation to Chief Financial Officer, the Reporting Person was granted 67,991 PSUs based on a company-wide cash flow reduction target over a one-year period beginning on January 1, 2025 and ending on December 31, 2025. The total number of vested PSUs distributed by Issuer on April 10, 2026 in the form of Class A Common Stock reflects actual performance equal to 67% of the company-wide target, as certified by the Compensation Committee of the Board of Directors.

Remarks:

Chief Financial Officer

	/s/ Karen Tepichin, Attorney-in-Fact	04/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ginkgo Bioworks (DNA) executive Steven P. Coen report in this Form 4?

Steven P. Coen reported PSU vesting into Class A shares and a related tax sale. He received 73,921 shares from performance-based restricted stock units and sold 33,171 shares solely to cover tax withholding obligations required under the company’s equity incentive plan.

How many Ginkgo Bioworks (DNA) shares did Steven P. Coen sell and at what price?

Steven P. Coen sold 33,171 shares of Ginkgo Bioworks Class A Common Stock at $6.414 per share. According to the footnotes, this was a non-discretionary “sell to cover” transaction executed to satisfy tax withholding obligations arising from PSU vesting.

How many Ginkgo Bioworks (DNA) shares does Steven P. Coen hold after these transactions?

After the reported transactions, Steven P. Coen directly holds 49,849 shares of Ginkgo Bioworks Class A Common Stock. This reflects PSU vesting into 73,921 shares on April 10, 2026, followed by the April 13, 2026 sale of 33,171 shares to cover tax obligations.

What performance targets were tied to Steven P. Coen’s PSUs at Ginkgo Bioworks (DNA)?

Coen’s PSUs were tied to cash flow reduction performance targets. A 45,755-PSU grant for the finance team vested at 62% of target, and a 67,991-PSU company-wide grant vested at 67%, with results certified by the Board’s Compensation Committee before distribution in Class A shares.

Were Steven P. Coen’s Ginkgo Bioworks (DNA) share sales discretionary trades?

The filing states the 33,171-share sale was not discretionary. It was executed to cover tax withholding obligations associated with PSU vesting, under a “sell to cover” feature in Ginkgo Bioworks’ equity incentive plans, rather than a voluntary open-market liquidation decision by Coen.