Were Jason R. Kelly’s Ginkgo Bioworks (DNA) share sales discretionary trades?

No. Footnotes state the 206,782 shares sold were to cover tax withholding obligations from PSU vesting. The company’s equity incentive plans permit “sell to cover” transactions, and these sales are explicitly described as not representing discretionary trades by the reporting person.

Ginkgo Bioworks (NYSE: DNA) insider vests PSUs, sells shares for taxes

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ginkgo Bioworks Holdings director and officer Jason R. Kelly reported PSU vesting and related share sales. On April 7 and 8, 2026, he exercised performance-based restricted stock units to receive a total of 425,898 shares of Class A Common Stock at a conversion price of $0.0000 per share.

Footnotes state that 206,782 of these shares were sold at prices of about $6.93 and $6.397 per share solely to cover tax withholding obligations in connection with the PSU vesting, under the company’s “sell to cover” provisions, and are not discretionary trades. After these transactions, he directly held 316,483 Class A shares.

The PSUs were part of a 635,670-unit grant dated June 19, 2025, tied to a company-wide cash flow reduction target for the period from January 1, 2025 to December 31, 2025, with actual performance certified at 67% and shares distributed on April 7 and 8, 2026.

Insights

Routine PSU vesting with tax-related share sales; neutral signal.

Jason R. Kelly exercised performance-based restricted stock units, converting 425,898 PSUs into Class A Common Stock at a $0.0000 conversion price. This is standard equity compensation vesting tied to previously set performance goals, not an open-market purchase decision.

The filing shows 206,782 shares sold at prices near $6.93 and $6.397 per share. Footnotes clarify these were “sell to cover” transactions mandated to satisfy tax withholding, and therefore not discretionary trades that reflect a view on the stock.

Following the sequence, Kelly directly holds 316,483 Class A shares. The PSU grant originally covered 635,670 units linked to a cash flow reduction target for 2025, with actual performance at 67% of target as certified by the compensation committee. Overall, this appears as routine compensation realization rather than a thesis-changing insider move.

Insider Trade Summary

Net Seller: 206,782 shares ($1,374,493)

Net Sell 6 txns

Insider Kelly Jason R

Role See remarks

Sold 206,782 shs ($1.37M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	109,767	$6.397	$702K
Exercise	Performance-Based Restricted Stock Unit	212,949	$0.00	--
Exercise	Class A Common Stock	212,949	$0.00	--
Sale	Class A Common Stock	97,015	$6.93	$672K
Exercise	Performance-Based Restricted Stock Unit	212,949	$0.00	--
Exercise	Class A Common Stock	212,949	$0.00	--

Holdings After Transaction: Class A Common Stock — 316,483 shares (Direct); Performance-Based Restricted Stock Unit — 0 shares (Direct)

Footnotes (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 June 19, 2025, the Reporting Person was granted 635,670 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 7, 2026 and April 8, 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.

Key Figures

Shares sold to cover taxes: 206,782 shares PSUs exercised: 425,898 units Shares held after transactions: 316,483 shares +4 more

7 metrics

Shares sold to cover taxes 206,782 shares Open-market sales at about $6.93 and $6.397 per share

PSUs exercised 425,898 units Performance-based RSUs converted to Class A Common Stock at $0.0000

Shares held after transactions 316,483 shares Direct Class A Common Stock holdings post-April 2026 trades

PSU grant size 635,670 PSUs Grant dated June 19, 2025 tied to cash flow reduction target

Performance vs. target 67% Actual performance versus target for 2025 cash flow reduction PSUs

Sale price April 8, 2026 $6.93 per share 97,015 Class A shares sold in tax-related transaction

Sale price April 9, 2026 $6.397 per share 109,767 Class A shares sold in tax-related transaction

Key Terms

Performance-Based Restricted Stock Unit, PSU, sell to cover, cash flow reduction target, +1 more

5 terms

Performance-Based Restricted Stock Unit financial

"Each performance-based restricted stock unit ("PSU") represents a contingent right"

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.

PSU financial

"Each performance-based restricted stock unit ("PSU") represents a contingent right"

A PSU is a company where the government owns a controlling stake and often plays a direct role in its management and strategy. Think of it like a business that operates with public oversight, similar to a town-run utility versus a private neighborhood service. Investors watch PSUs differently because government involvement can affect profits, dividend policies, regulatory treatment and stability, so these stocks may behave more like policy instruments than pure market-driven enterprises.

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.

cash flow reduction target financial

"granted 635,670 PSUs based on a company-wide cash flow reduction target"

equity incentive plans financial

"The Issuer's equity incentive plans allow the Issuer to require"

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.

Form 4 Insider Transactions: What Each Field Means →

04/10/2026 - 05:01 PM

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)
04/07/2026

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	04/07/2026		M⁽¹⁾		212,949	A	⁽¹⁾	310,316	D
Class A Common Stock	04/08/2026		M⁽¹⁾		212,949	A	⁽¹⁾	523,265	D
Class A Common Stock	04/08/2026		S⁽²⁾		97,015	D	$6.93	426,250	D
Class A Common Stock	04/09/2026		S⁽²⁾		109,767	D	$6.397	316,483	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)
Performance-Based Restricted Stock Unit	⁽¹⁾	04/07/2026		M⁽¹⁾			212,949	⁽³⁾	⁽³⁾	Class A Common Stock	212,949	⁽¹⁾	212,949	D
Performance-Based Restricted Stock Unit	⁽¹⁾	04/08/2026		M⁽¹⁾			212,949	⁽³⁾	⁽³⁾	Class A Common Stock	212,949	⁽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 June 19, 2025, the Reporting Person was granted 635,670 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 7, 2026 and April 8, 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:

CEO & Founder

	/s/ Karen Tepichin, Attorney-in-Fact	04/10/2026
	** 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

FAQ

What insider transactions did Jason R. Kelly report for Ginkgo Bioworks (DNA)?

Jason R. Kelly reported exercising 425,898 performance-based restricted stock units into Class A Common Stock and selling 206,782 shares. The sales were executed at roughly $6.93 and $6.397 per share and were used solely to cover tax withholding obligations tied to the PSU vesting.

How many Ginkgo Bioworks (DNA) shares does Jason R. Kelly hold after these transactions?

After exercising performance-based restricted stock units and selling shares to cover tax obligations, Jason R. Kelly directly holds 316,483 shares of Ginkgo Bioworks Class A Common Stock. This figure reflects his position immediately following the reported transactions on April 7, 8, and 9, 2026.

What performance conditions were tied to Jason R. Kelly’s Ginkgo Bioworks PSUs?

Kelly’s 635,670 PSUs were tied to a company-wide cash flow reduction target for January 1, 2025 through December 31, 2025. The compensation committee certified actual performance at 67% of target, and vested PSUs were distributed as Class A shares on April 7 and 8, 2026.

At what prices were Ginkgo Bioworks (DNA) shares sold in Jason R. Kelly’s Form 4?

The Form 4 reports 97,015 shares of Class A Common Stock sold at $6.93 per share on April 8, 2026 and 109,767 shares sold at $6.397 per share on April 9, 2026. Footnotes explain these transactions funded tax withholding from PSU vesting.

What was the size of Jason R. Kelly’s original PSU grant at Ginkgo Bioworks (DNA)?

On June 19, 2025, Jason R. Kelly received a grant of 635,670 performance-based restricted stock units. The grant was tied to a one-year cash flow reduction target, and 67% of the target ultimately vested and was delivered as Class A Common Stock in April 2026.