Are the Ginkgo Bioworks (DNA) insider share sales considered discretionary trades?

The footnotes state the sales were executed to cover tax withholding obligations from PSU vesting and do not represent discretionary trades by the reporting person’s spouse. The company’s equity incentive plans allow tax withholding to be funded through such “sell to cover” transactions instead of separate cash payments.

Tax-driven share sales follow PSU vesting at Ginkgo Bioworks (DNA)

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ginkgo Bioworks Holdings, Inc. director and officer Reshma P. Shetty, reporting indirect holdings "by spouse," disclosed PSU vesting and related share sales. On April 7–8, 2026, her spouse exercised 55,476 performance-based restricted stock units at $0.00 per unit into Class A Common Stock.

On April 8 and 9, 2026, a total of 26,271 Class A shares were sold in open-market transactions at prices of $6.93 and $6.397 per share to cover tax withholding obligations tied to the PSU vesting, which the footnotes state were not discretionary trades. After these transactions, the spouse’s indirect Class A Common Stock holdings were 338,568 shares.

Insider Trade Summary

Net Seller: 26,271 shares ($175,067)

Net Sell 6 txns

Insider Shetty Reshma P.

Role See remarks

Sold 26,271 shs ($175K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	13,116	$6.397	$84K
Exercise	Performance-Based Restricted Stock Unit	27,738	$0.00	--
Exercise	Class A Common Stock	27,738	$0.00	--
Sale	Class A Common Stock	13,155	$6.93	$91K
Exercise	Performance-Based Restricted Stock Unit	27,738	$0.00	--
Exercise	Class A Common Stock	27,738	$0.00	--

Holdings After Transaction: Class A Common Stock — 338,568 shares (Indirect, By Spouse); Performance-Based Restricted Stock Unit — 0 shares (Indirect, By Spouse)

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'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 82,800 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 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: 26,271 shares Shares sold at $6.93: 13,155 shares Shares sold at $6.397: 13,116 shares +4 more

7 metrics

Shares sold to cover taxes 26,271 shares Class A Common Stock sold April 8–9, 2026

Shares sold at $6.93 13,155 shares Open-market sale on April 8, 2026

Shares sold at $6.397 13,116 shares Open-market sale on April 9, 2026

PSUs exercised 55,476 units Performance-based restricted stock units converted at $0.00

Indirect holdings after transactions 338,568 shares Class A Common Stock held indirectly by spouse after April 9, 2026

Original PSU grant 82,800 PSUs Grant on June 19, 2025 tied to cash flow reduction target

Performance vs. target 67% Actual performance relative to PSU target as certified by Compensation Committee

Key Terms

Performance-Based Restricted Stock Unit, sell to cover, equity incentive plans, 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.

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.

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.

cash flow reduction target financial

"granted 82,800 PSUs based on a company-wide cash flow reduction target over a one-year period"

Compensation Committee financial

"performance equal to 67% of target performance, 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 →

04/10/2026 - 05:02 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^*

Shetty Reshma P.

(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	X	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⁾		27,738	A	⁽¹⁾	337,101	I	By Spouse
Class A Common Stock	04/08/2026		M⁽¹⁾		27,738	A	⁽¹⁾	364,839	I	By Spouse
Class A Common Stock	04/08/2026		S⁽²⁾		13,155	D	$6.93	351,684	I	By Spouse
Class A Common Stock	04/09/2026		S⁽²⁾		13,116	D	$6.397	338,568	I	By 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)
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⁾			27,738	⁽³⁾	⁽³⁾	Class A Common Stock	27,738	⁽¹⁾	27,738	I	By Spouse
Performance-Based Restricted Stock Unit	⁽¹⁾	04/08/2026		M⁽¹⁾			27,738	⁽³⁾	⁽³⁾	Class A Common Stock	27,738	⁽¹⁾	0	I	By 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 82,800 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 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:

President & 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 did Ginkgo Bioworks (DNA) insider Reshma Shetty report on this Form 4?

Reshma P. Shetty reported PSU vesting and related share sales by her spouse. A total of 55,476 performance-based restricted stock units converted into Class A Common Stock, and 26,271 shares were sold to satisfy associated tax withholding obligations under the company’s equity incentive plans.

How many Ginkgo Bioworks (DNA) shares were sold and at what prices?

The filing shows 26,271 Class A Common Stock shares sold in the open market. These consisted of 13,155 shares at $6.93 per share and 13,116 shares at $6.397 per share, all executed to cover tax withholding obligations from PSU vesting, according to the footnotes.

How many Ginkgo Bioworks (DNA) PSUs vested in this transaction?

A total of 55,476 performance-based restricted stock units vested and were converted into Class A Common Stock. The PSUs carried a $0.00 conversion price and were tied to a company-wide cash flow reduction target, with actual performance certified at 67% of target by the Compensation Committee.

What is the Ginkgo Bioworks (DNA) insider’s shareholding after these Form 4 transactions?

Following the reported PSU exercises and tax-related sales, the spouse’s indirect holdings of Ginkgo Bioworks Class A Common Stock were 338,568 shares. All reported positions are held indirectly “by spouse,” as indicated in the ownership field, rather than as directly owned shares by Reshma P. Shetty personally.

How were the Ginkgo Bioworks (DNA) PSUs for the insider’s spouse originally granted?

On June 19, 2025, the spouse received 82,800 performance-based restricted stock units. Vesting depended on achieving a company-wide cash flow reduction target over the period from January 1, 2025 to December 31, 2025, with final PSU vesting at 67% of target based on certified performance.