STOCK TITAN

PSU vesting drives tax share sale for Ginkgo Bioworks (DNA) holder

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Ginkgo Bioworks Holdings, Inc. major holder Canton Barry reported his spouse’s performance-based equity vesting and related tax sale. On April 9, 2026, 251,786 performance-based restricted stock units converted into an equal number of Class A shares at a $0.00 exercise price.

These PSUs came from a 375,800-unit grant tied to a company-wide cash flow reduction target for January 1, 2025 through December 31, 2025, with actual performance certified at 67% of target. On April 10, 2026, Barry’s spouse sold 124,727 Class A shares at $6.434 per share solely to cover tax withholding obligations under the issuer’s equity incentive plans, which the filing states were non-discretionary “sell to cover” transactions. After these transactions, 436,422 Class A shares were held indirectly through his spouse.

Positive

  • None.

Negative

  • None.
Insider Canton Barry
Role 10% Owner
Sold 124,727 shs ($802K)
Type Security Shares Price Value
Sale Class A Common Stock 124,727 $6.434 $802K
Exercise Performance-Based Restricted Stock Unit 251,786 $0.00 --
Exercise Class A Common Stock 251,786 $0.00 --
Holdings After Transaction: Class A Common Stock — 436,422 shares (Indirect, By Spouse); Performance-Based Restricted Stock Unit — 0 shares (Indirect, By Spouse)
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's spouse 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's spouse. 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 June 19, 2025, the Reporting Person's spouse was granted 375,800 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 9, 2026 in the form of Class A Common Stock reflects actual performance equal to 67% of target performance, as certified by the Compensation Committee of the Board of Directors.
Tax-related share sale 124,727 shares at $6.434 Class A Common Stock sold April 10, 2026 to cover tax withholding
PSUs vested 251,786 units Performance-based restricted stock units converted to Class A shares on April 9, 2026
PSU grant size 375,800 units Grant on June 19, 2025 tied to cash flow reduction target
Performance vs. target 67% Actual performance relative to PSU cash flow reduction target
Shares held after transactions 436,422 shares Class A Common Stock held indirectly through spouse after April 2026 activity
PSU exercise price $0.00 per share Conversion of performance-based restricted stock units into Class A Common Stock
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
"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.
tax withholding obligations financial
"shares sold by the Reporting Person's spouse to cover tax withholding obligations in connection with the vesting of PSUs"
equity incentive plans financial
"The Issuer's equity incentive plans allow the Issuer to require that satisfaction of tax withholding obligations..."
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.
company-wide cash flow reduction target financial
"PSUs based on a company-wide cash flow reduction target over a one-year period..."
SEC Form 4
FORM 4UNITED 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*
Canton Barry

(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/09/2026M(1)251,786A(1)561,149IBy Spouse
Class A Common Stock04/10/2026S(2)124,727D$6.434436,422IBy Spouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Unit(1)04/09/2026M(1)251,786 (3) (3)Class A Common Stock251,786(1)0IBy Spouse
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's spouse 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's spouse. 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 June 19, 2025, the Reporting Person's spouse was granted 375,800 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 9, 2026 in the form of Class A Common Stock reflects actual performance equal to 67% of target performance, as certified by the Compensation Committee of the Board of Directors.
Remarks:
/s/ Karen Tepichin, Attorney-in-Fact04/13/2026
** Signature of Reporting PersonDate
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 insider transactions did Ginkgo Bioworks (DNA) disclose for Canton Barry?

Ginkgo Bioworks reported that major holder Canton Barry’s spouse vested 251,786 performance-based restricted stock units into Class A shares, then sold 124,727 shares. The sale was explicitly to cover tax withholding obligations and was executed as a non-discretionary “sell to cover” transaction under company equity plans.

How many Ginkgo Bioworks (DNA) PSUs vested for Canton Barry’s spouse?

Barry’s spouse had 251,786 performance-based restricted stock units vest into Class A Common Stock on April 9, 2026. These units came from a 375,800-unit grant linked to a company-wide cash flow reduction target, with actual performance certified at 67% of the original target by the compensation committee.

Why were 124,727 Ginkgo Bioworks (DNA) shares sold in this Form 4?

The filing states 124,727 Class A shares were sold by Barry’s spouse solely to cover tax withholding obligations from PSU vesting. It notes these sales do not represent discretionary trades; the company’s equity plans allow required tax payments to be satisfied through automatic “sell to cover” transactions.

What performance conditions were tied to the Ginkgo Bioworks (DNA) PSU grant?

The 375,800 PSUs granted to Barry’s spouse on June 19, 2025 were based on achieving a company-wide cash flow reduction target over January 1, 2025 to December 31, 2025. The filing reports actual performance at 67% of target, which determined the 251,786 units ultimately vesting into shares.

How many Ginkgo Bioworks (DNA) shares does Canton Barry hold after these transactions?

Following the vesting and tax-related sale, the Form 4 shows 436,422 shares of Ginkgo Bioworks Class A Common Stock held indirectly through Barry’s spouse. This figure reflects the position after converting 251,786 PSUs into shares and selling 124,727 shares to satisfy associated tax withholding obligations.