Ginkgo Bioworks CEO sells 45,682 shares for taxes

Q: What were Jason R. Kelly's DNA RSU vesting terms?

The schedule for 55,694 RSUs states that 75% vested on October 16, 2026, and 25% will vest on January 21, 2027. A separate 25,790-RSU award vests in equal quarterly installments over the next 12 quarters.

The RSU entries carry separate vesting schedules, and the later share sale was described as covering tax withholding obligations.

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Rhea-AI Filing Summary

Ginkgo Bioworks Holdings, Inc. Chief Executive Officer and Founder Jason R. Kelly reported converting 55,694 and 25,790 restricted stock units into corresponding Class A common shares on October 16, 2026. The 55,694-unit award schedule states that 75% vested that day and 25% will vest on January 21, 2027; the 25,790-unit award vests in equal quarterly installments over the next 12 quarters. On October 19, 2026, Kelly sold 45,682 shares at $10.1430 per share to cover tax withholding obligations; the footnote says such sales are not discretionary trades. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Kelly Jason R

Role See remarks

Sold 45,682 shs ($463K)

Approx. gross sale proceeds $463K

Type	Security	Shares	Price	Value
Sale	Class A Common Stock ^F2	45,682	$10.143	$463K
Exercise	Restricted Stock Units ^{F1, F3}	55,694	--	--
Exercise	Restricted Stock Units ^{F1, F4}	25,790	--	--
Exercise	Class A Common Stock ^F1	55,694	--	--
Exercise	Class A Common Stock ^F1	25,790	--	--

Holdings After Transaction: Restricted Stock Units — 302,241 contracts (Direct); Class A Common Stock — 129,065 shares (Direct)

Footnotes (4)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F2. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock and/or restricted stock units. 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.
F3. The RSUs were approved by the Compensation Committee of the Board of Directors on July 28, 2026 and shall vest as follows: 75% vested on October 16, 2026 and 25% will vest on January 21, 2027.
F4. The RSUs were approved by the Compensation Committee of the Board of Directors on July 28, 2026 and shall vest in equal quarterly installments over the next 12 quarters.

Key Figures

Shares sold: 45,682 shares Sale price: $10.1430 per share RSUs converted: 55,694 RSUs +4 more

7 metrics

Shares sold 45,682 shares October 19, 2026; sale to cover tax withholding obligations

Sale price $10.1430 per share Sale on October 19, 2026

RSUs converted 55,694 RSUs October 16, 2026

RSUs converted 25,790 RSUs October 16, 2026

Vested portion 75% 55,694-RSU award schedule; vested October 16, 2026

Future vesting portion 25% 55,694-RSU award schedule; scheduled to vest January 21, 2027

Quarterly vesting period 12 quarters 25,790-RSU award vests in equal quarterly installments

Key Terms

restricted stock unit, sell to cover, tax withholding obligations

3 terms

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"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.

tax withholding obligations financial

"to cover tax withholding obligations in connection with the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many DNA shares did the CEO sell, and at what price?

Jason R. Kelly, Ginkgo Bioworks Holdings, Inc.'s Chief Executive Officer and Founder, sold 45,682 Class A common shares on October 19, 2026, at $10.1430 per share. The sale covered tax withholding obligations related to vesting; the footnote states such sales are not discretionary trades. No Rule 10b5-1 plan is reported.

What were Jason R. Kelly's DNA RSU vesting terms?

The schedule for 55,694 RSUs states that 75% vested on October 16, 2026, and 25% will vest on January 21, 2027. A separate 25,790-RSU award vests in equal quarterly installments over the next 12 quarters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/21/2026 - 04:12 PM EDT Accepted by SEC EDGAR 10/21/2026 - 04:05 PM EDT

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^*

Kelly Jason R

(Last)

(First)

(Middle)

C/O GINKGO BIOWORKS HOLDINGS

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)

X	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)
10/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/16/2026		M⁽¹⁾		55,694	A	⁽¹⁾	148,957	D
Class A Common Stock	10/16/2026		M⁽¹⁾		25,790	A	⁽¹⁾	174,747	D
Class A Common Stock	10/19/2026		S⁽²⁾		45,682	D	$10.143	129,065	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	10/16/2026		M⁽¹⁾			55,694	⁽³⁾	⁽³⁾	Class A Common Stock	55,694	⁽¹⁾	18,564	D
Restricted Stock Units	⁽¹⁾	10/16/2026		M⁽¹⁾			25,790	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	25,790	⁽¹⁾	283,677	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") 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 restricted stock and/or restricted stock units. 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. The RSUs were approved by the Compensation Committee of the Board of Directors on July 28, 2026 and shall vest as follows: 75% vested on October 16, 2026 and 25% will vest on January 21, 2027.

4. The RSUs were approved by the Compensation Committee of the Board of Directors on July 28, 2026 and shall vest in equal quarterly installments over the next 12 quarters.

Remarks:

Chief Executive Officer & Founder

	/s/ Karen Tepichin, Attorney-in-Fact	10/21/2026
	** 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)

Source: View Original Filing on SEC EDGAR