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

No, the filing states the 307-share sale was to cover tax withholding obligations from vesting restricted stock and RSUs. The equity plans permit these mandatory “sell to cover” transactions, which the company notes do not represent discretionary trading decisions.

Ginkgo Bioworks (NYSE: DNA) insider logs RSU vesting and small tax-related share sale

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ginkgo Bioworks Holdings insider Steven P. Coen reported routine equity compensation activity involving restricted stock units and a related tax sale. On May 21, 2026, he exercised awards covering a total of 743 shares of Class A Common Stock at a conversion price of $0.00 per share, increasing his direct holdings.

On May 22, 2026, 307 shares of Class A Common Stock were sold at $8.334 per share to cover tax withholding obligations tied to the vesting of restricted stock and/or RSUs, as allowed under the company’s equity incentive plans. The footnotes state these "sell to cover" sales are not discretionary trades by the reporting person. After these transactions, Coen directly held 50,704 shares of Class A Common Stock.

Insider Trade Summary

Net Seller: 307 shares ($2,559)

Net Sell 5 txns

Insider Coen Steven P.

Role See remarks

Sold 307 shs ($3K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	307	$8.334	$3K
Exercise	Restricted Stock Units	587	$0.00	--
Exercise	Restricted Stock Units	156	$0.00	--
Exercise	Class A Common Stock	587	$0.00	--
Exercise	Class A Common Stock	156	$0.00	--

Holdings After Transaction: Class A Common Stock — 50,704 shares (Direct); Restricted Stock Units — 7,057 shares (Direct)

Footnotes (1)

Each restricted stock unit ("RSU") 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 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. The RSUs vest as follows: 25% of the underlying shares vested on May 1, 2024, then 36 equal monthly installments thereafter. The RSUs vest as follows: 2/48ths of the underlying shares vested on May 1, 2024, then 46 equal monthly installments thereafter.

Key Figures

Tax-related sale: 307 shares at $8.334/share Shares after transactions: 50,704 shares RSU conversions: 743 shares at $0.00/share +2 more

5 metrics

Tax-related sale 307 shares at $8.334/share Class A Common Stock sold May 22, 2026 to cover taxes

Shares after transactions 50,704 shares Direct Class A Common Stock holdings following May 22, 2026 sale

RSU conversions 743 shares at $0.00/share Class A Common Stock acquired from RSUs on May 21, 2026

RSU grant 1 vesting 25% then 36 monthly installments RSU vesting schedule starting May 1, 2024

RSU grant 2 vesting 2/48ths then 46 monthly installments RSU vesting schedule starting May 1, 2024

Key Terms

Restricted Stock Units, RSU, sell to cover, equity incentive plans, +1 more

5 terms

Restricted Stock Units financial

"The RSUs vest as follows: 25% of the underlying shares vested on May 1, 2024, then 36 equal monthly installments thereafter."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSU financial

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

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

sell to cover financial

"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."

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 be funded by a "sell to cover" transaction."

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.

tax withholding obligations financial

"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."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/26/2026 - 05:04 PM Accepted by SEC EDGAR 05/26/2026 - 05:04 PM

FAQ

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

Steven P. Coen reported RSU-related activity and a small tax-related share sale. He exercised restricted stock units into 743 Class A shares and then sold 307 shares solely to cover tax withholding obligations associated with the vesting event.

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

He sold 307 shares of Ginkgo Bioworks Class A Common Stock at an average price of $8.334 per share. Footnotes explain this was a “sell to cover” transaction to fund tax withholding, not a discretionary open-market sale by the insider.

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

Following the reported RSU exercises and the tax-related sale, Steven P. Coen directly holds 50,704 shares of Ginkgo Bioworks Class A Common Stock. This post-transaction balance is disclosed in the non-derivative holdings column for the sale dated May 22, 2026.

What vesting schedules apply to Steven P. Coen’s Ginkgo Bioworks (DNA) RSUs?

One RSU grant vests 25% on May 1, 2024, then in 36 equal monthly installments. Another vests 2/48ths on May 1, 2024, then in 46 equal monthly installments, providing gradual delivery of Class A Common Stock over time.

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)
05/21/2026

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	05/21/2026		M⁽¹⁾		587	A	⁽¹⁾	50,855	D
Class A Common Stock	05/21/2026		M⁽¹⁾		156	A	⁽¹⁾	51,011	D
Class A Common Stock	05/22/2026		S⁽²⁾		307	D	$8.334	50,704	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⁾	05/21/2026		M⁽¹⁾			587	⁽³⁾	⁽³⁾	Class A Common Stock	587	⁽¹⁾	7,057	D
Restricted Stock Units	⁽¹⁾	05/21/2026		M⁽¹⁾			156	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	156	⁽¹⁾	3,443	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 vest as follows: 25% of the underlying shares vested on May 1, 2024, then 36 equal monthly installments thereafter.

4. The RSUs vest as follows: 2/48ths of the underlying shares vested on May 1, 2024, then 46 equal monthly installments thereafter.

Remarks:

Chief Financial Officer

	/s/ Karen Tepichin, Attorney-in-Fact	05/26/2026
	** 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