Ginkgo Bioworks Holdings, Inc.DNA
Ginkgo Bioworks Holdings, Inc. Fair Value Disclosure
Fair Value Measurements
The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
| December 31, 2025 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash equivalents: | |||||||||||||||||||||||
| Money market funds | $ | 146,136 | $ | 146,136 | $ | — | $ | — | |||||||||||||||
| Marketable securities: | |||||||||||||||||||||||
| Commercial paper | 4,060 | — | 4,060 | — | |||||||||||||||||||
| U.S. Treasury securities | 118,038 | 118,038 | — | — | |||||||||||||||||||
| Corporate bonds | 114,666 | — | 114,666 | — | |||||||||||||||||||
| Marketable equity securities | 18,654 | 18,654 | — | — | |||||||||||||||||||
| Investments: | |||||||||||||||||||||||
Synlogic, Inc. warrants (1) | 190 | — | 190 | — | |||||||||||||||||||
| Marketable equity securities | 1,562 | 1,562 | — | — | |||||||||||||||||||
| Other non-current assets: | |||||||||||||||||||||||
| Notes receivable | 7,126 | — | — | 7,126 | |||||||||||||||||||
| Total assets | $ | 410,432 | $ | 284,390 | $ | 118,916 | $ | 7,126 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Accrued expenses and other current liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | 5,438 | $ | — | $ | — | $ | 5,438 | |||||||||||||||
| Other non-current liabilities: | |||||||||||||||||||||||
| Contingent consideration | 252 | — | — | 252 | |||||||||||||||||||
| Total liabilities | $ | 5,690 | $ | — | $ | — | $ | 5,690 | |||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash equivalents: | |||||||||||||||||||||||
| Money market funds | $ | 521,457 | $ | 521,457 | $ | — | $ | — | |||||||||||||||
| Investments: | |||||||||||||||||||||||
Synlogic, Inc. warrants (1) | 238 | — | 238 | — | |||||||||||||||||||
| Marketable equity securities | 17,559 | 17,559 | — | — | |||||||||||||||||||
| Other non-current assets: | |||||||||||||||||||||||
| Notes receivable | 14,170 | — | 12,327 | 1,843 | |||||||||||||||||||
| Total assets | $ | 553,424 | $ | 539,016 | $ | 12,565 | $ | 1,843 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Accrued expenses and other current liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | 5,438 | $ | — | $ | — | 5,438 | ||||||||||||||||
| Other non-current liabilities: | |||||||||||||||||||||||
| Contingent consideration | 4,484 | — | — | 4,484 | |||||||||||||||||||
| Total liabilities | $ | 9,922 | $ | — | $ | — | $ | 9,922 | |||||||||||||||
(1)The fair value of Synlogic, Inc. warrants is calculated as the quoted price of the underlying common stock, less the unpaid exercise price of the warrants.
Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. In 2025 and 2024, transfers from Level 2 to Level 1 occurred due to lapse of regulatory
sales restrictions on marketable equity securities. During 2025, transfers into Level 3 consisted of a note receivable that was transferred from Level 2 to Level 3 upon a change in valuation technique. Additionally, in 2024, a portion of the Private Placement Warrants' estimated fair value was transferred from Level 3 to Level 2 as a result of the Private Placement Warrants having substantially the same terms as the Public Warrants when transferred to anyone other than the initial purchasers or their permitted transferees, leading the Company to determine their fair value to be equivalent to that of the Public Warrants. There were no other transfers between Levels 1, 2, or 3 during 2025 or 2024.
The table below provides a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value using Level 3 significant unobservable inputs for the years ended December 31 (in thousands):
| Notes Receivable | Private Placement Warrants | Contingent Consideration | |||||||||
| Balance at January 1, 2025 | $ | 1,843 | $ | — | $ | 9,922 | |||||
| Additions | 159 | — | — | ||||||||
| Change in fair value | (350) | — | (4,232) | ||||||||
| Settlements and payments | (50) | — | — | ||||||||
| Transfers into Level 3 | 6,987 | — | — | ||||||||
| Conversion to preferred stock | (1,463) | — | — | ||||||||
| Balance at December 31, 2025 | $ | 7,126 | $ | — | $ | 5,690 | |||||
| Balance at January 1, 2024 | $ | 14,129 | $ | 1,846 | $ | 24,273 | |||||
| Additions | 1,407 | — | — | ||||||||
| Change in fair value | (3,217) | (1,697) | 3,214 | ||||||||
| Settlements and payments | — | — | (17,565) | ||||||||
| Transfers to Level 2 | — | (149) | — | ||||||||
| Conversion to common stock | (10,476) | — | — | ||||||||
| Balance at December 31, 2024 | $ | 1,843 | $ | — | $ | 9,922 | |||||
Notes Receivable
For all of its notes receivable, the Company has elected the fair value option, for which changes in fair value are recorded in other (expense) income, net in the consolidated statements of operations and comprehensive loss.
As of December 31, 2025 and 2024, the Company's notes receivable includes a senior secured note in the original principal amount of $11.8 million, issued by Bolt Threads, Inc. (“Bolt Threads”), which bears interest at 12% per annum, is due December 31, 2027, and is included in other non-current assets at its estimated fair value. The Company used a discounted cash flow model to estimate the fair value of the senior secured note, incorporating significant unobservable inputs such as the recovery rate, a risk-adjusted discount rate, and a potential settlement scenario. These inputs reflect the Company’s own assumptions and was reclassified as a Level 3 measurement within the fair value hierarchy during the year ended December 31, 2025.
The Company also holds a series of convertible debt instruments issued by customers as payment for Cell Engineering services. The Company used a scenario-based method to value the convertible debt instruments issued by customers and by Bolt Threads prior to conversion. Under this method, future cash flows are evaluated under various payoff scenarios, probability-weighted, and discounted to present value. The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2025 included scenario probabilities ranging from 5% to 45%, a discount rate of 15.5% and estimated time to event date of up to 5 months. The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2024 included scenario probabilities ranging from 5% to 45%, a discount rate of 15.5% and estimated time to event date of up to two years. Significant changes in these inputs could have resulted in a significantly lower or higher fair value measurement. As of December 31, 2025, the convertible debt instruments had an unpaid principal balance of $9.7 million and a fair value of $0.5 million. As of December 31, 2024, the convertible debt instruments had an unpaid principal balance of $13.2 million and a fair value of $1.8 million.
During the year ended December 31, 2025, $1.5 million in principal related to a convertible note issued by a customer was converted into 10,564 shares of the entity's preferred stock, which, as a new private company investment, has been classified as an investment on the balance sheet as of December 31, 2025.
Warrant Liabilities
In connection with the Company's merger with Soaring Eagle Acquisition Corp. (“SRNG”) on September 16, 2021 (“SRNG Business Combination”), the Company assumed 34.5 million warrants (formerly traded on the New York Stock Exchange (the “NYSE,” and such warrants, the “Public Warrants”) and 17.3 million private placement warrants (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”), which were initially issued in connection with SRNG’s initial public offering. The number of outstanding Warrants did not change as a result of the Reverse Stock Split. However, each Warrant equals one-fortieth (1/40) of one share of Class A common stock (a minimum of 40 Warrants must be exercised for one share of Class A common stock) following the Reverse Stock Split.
The fair value of the Public Warrants was based on their observable quoted price on the NYSE. However, the Public Warrants were delisted by the NYSE on September 4, 2024, due to abnormally low selling price levels, and subsequently began trading on the over-the-counter markets. As of December 31, 2025 and 2024, the Company determined that the Public Warrants had no value.
The Private Placement Warrants are identical to the Public Warrants, except that they are exercisable on a cashless basis and are non-redeemable as long as they are held by the initial purchasers or their permitted transferees. As of December 31, 2025, the Company concluded that the difference between the fair values of the Public Warrants and Private Placement Warrants was de minimis. Therefore, the Private Placement Warrants were measured by reference to the value of the Public Warrants and had no value.
Contingent Consideration
In connection with various business acquisitions, the Company is required to make contingent earnout payments payable upon the achievement of certain technical, commercial and/or performance milestones. The Company also issued restricted stock in connection with acquisitions, which is subject to vesting conditions and is classified as contingent consideration liability.
The Company can settle a majority of its contingent consideration liabilities in cash or shares of Class A common stock at the Company’s election with the remainder payable in cash. During the year ended December 31, 2025, no contingent consideration liabilities were settled. During the year ended December 31, 2024, the Company settled $17.6 million in contingent consideration liabilities through payment of $2.8 million in cash and vesting of 1,413,909 shares of restricted stock valued at $14.7 million.
The fair value of contingent consideration related to earnout payments from acquisitions was estimated using unobservable (Level 3) inputs as illustrated in the table below. The fair value of contingent consideration related to restricted stock was estimated using the quoted price of Ginkgo's Class A common stock, an estimate of the number of shares expected to vest, probability of vesting, and a discount rate. Material increases or decreases in these inputs could result in a higher or lower fair value measurement. Changes in the fair value of contingent consideration are recorded in general and administrative expense in the consolidated statements of operations and comprehensive loss.
The following table provides quantitative information regarding Level 3 inputs used in the fair value measurements of contingent consideration liabilities as of the periods presented:
| Contingent Consideration Liability | Valuation Technique | Unobservable Input | December 31, 2025 Range | December 31, 2024 Range | ||||||||||||||||||||||
| Earnout payments (FGen and Dutch DNA acquisitions) | Probability-weighted present value | Probability of payment | 5% - 10% | 5% - 50% | ||||||||||||||||||||||
| Discount rate | 14.9 | % | 9.3% | |||||||||||||||||||||||
Earnout payments (Dutch DNA acquisition) (1) | Discounted cash flow | Projected years of payments | 2028-2031 | |||||||||||||||||||||||
| Discount rate | 10.6 | % | ||||||||||||||||||||||||
(1) During the year ended December 31, 2025, all Dutch DNA milestones valued using the discounted cash flow method were reduced to zero due to the termination of a customer agreement to which those milestones were tied.
Nonrecurring Fair Value Measurements
The Company measures the fair value of certain assets, including investments in privately held companies without readily determinable fair values, on a nonrecurring basis when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, or when observable price changes occur for identical or similar securities from the same issuer.
The fair value of non-marketable equity securities is classified as Level 3 within the fair value hierarchy when the Company estimates fair value using unobservable inputs to measure an impairment loss. It is classified as Level 2 when fair value is estimated using the observable transaction price paid by third-party investors for an identical or similar security of the same issuer.
Investment Impairments
During the year ended December 31, 2025, the Company recorded a $2.7 million downward adjustment from an observable price change related to one of its investments in non-marketable equity securities. Additionally, during the year ended December 31, 2025, the Company recorded an impairment of $1.8 million due to a significant deterioration in the liquidity of one of its investments in non-marketable equity securities.
During the years ended December 31, 2024, and 2023, the Company recorded impairment losses of $11.9 million, and $33.0 million, respectively, related to its investment in Genomatica preferred stock. The fair value estimates used to determine the impairment charges in 2023 were derived using the guideline public company method under the market approach. Significant unobservable (Level 3) inputs included estimated annual net cash flows (including revenue and expense growth rates and capitalization rates), the weighted-average cost of capital used to discount future cash flows, and the selection of guideline public company multiples for revenue and EBITDA. Material increases or decreases in these inputs could result in higher or lower fair value measurements. As of December 31, 2024, the Company determined that the investment had substantially no value.
During the years ended December 31, 2024 and 2023, the Company recorded impairment losses of $1.7 million and $8.3 million, respectively, related to an investment in the preferred stock of a privately held company. The fair value as of December 31, 2023 was determined by deriving the investee’s equity value from a 2021 financing transaction involving its own securities and applying an 87% downward market adjustment to the implied equity value. The equity value was then allocated to the different classes of the securities of the investee using the option-pricing model (“OPM”). The OPM involves making assumptions around the investees’ expected time to liquidity and volatility derived from selected guideline public companies. These assumptions are considered Level 3 inputs. As of December 31, 2024, the Company determined that the investment had substantially no value.
SAFEs
During the year ended December 31, 2023, the Company received a total purchase amount of $11.0 million in SAFEs from customers as prepayment for Cell Engineering services. The Company used a scenario-based method to value the SAFEs as of each contract inception date, which resulted in total fair value of $4.5 million for SAFEs received during the year ended December 31, 2023. Under the scenario-based method, future cash flows were evaluated under qualified financing and dissolution scenarios with partial recovery and no recovery in dissolution. The cash flows under each scenario were probability-weighted and discounted to present value. The significant unobservable (Level 3) inputs used in the fair value measurement at contract inception during 2023 were scenario probabilities in the range of 20% to 60%, a discount rate of 14% and estimated time to event date of to two years.
During the years ended December 31, 2025 and 2024, the Company recorded impairment losses of $14.5 million and $7.2 million, respectively, related to SAFEs. The fair values were generally estimated using the scenario-based method, where various payout scenarios were probability-weighted and discounted to present value.
Additionally, during the years ended December 31, 2024, the Company recorded an impairments of lab equipment, construction in progress assets, and assets related to an operating lease. Refer to Note 11 for additional detail.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 13, 2023 | |
| 2021 | Mar 29, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.