Ginkgo Bioworks Holdings, Inc.DNA
Ginkgo Bioworks Holdings, Inc. Stock Compensation Disclosure
Stock-Based Compensation
The following table summarizes stock-based compensation expense by financial statement line item in the Company’s consolidated statements of operations and comprehensive loss for the periods presented (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Research and development | $ | 34,210 | $ | 56,020 | $ | 145,879 | |||||||||||
| General and administrative | 42,463 | 56,324 | 84,005 | ||||||||||||||
| Cost of Biosecurity revenue | 2,624 | — | — | ||||||||||||||
| Cost of other revenue | 2,249 | — | — | ||||||||||||||
| Total | $ | 81,546 | $ | 112,344 | $ | 229,884 | |||||||||||
2022 Inducement Plan
On October 16, 2022, the Company's Board of Directors adopted the Ginkgo Bioworks Holdings, Inc. 2022 Inducement Plan (the “2022 Inducement Plan”), which is a non-shareholder approved equity incentive plan adopted pursuant to the “inducement exception” provided under NYSE Listed Company Manual Section 303A.08. Pursuant to the terms of the 2022 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards as an inducement material to individuals being hired or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries, including in connection with a merger or acquisition. The terms of the 2022 Inducement Plan are substantially similar to the terms of the Company’s 2021 Incentive Award Plan. The Company has reserved 625,000 shares of the Company’s common stock (which may be shares of Class A common stock or Class B common stock) for issuance under the 2022 Inducement Plan. As of December 31, 2025, 292,172 shares are available for future issuance under the 2022 Inducement Plan.
2021 Incentive Award Plans
On September 16, 2021, the 2021 Incentive Award Plan (the “2021 Plan”) became effective. The 2021 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options, stock appreciation
rights, restricted stock, dividend equivalents, RSUs and other stock or cash-based awards to employees, consultants and directors of Ginkgo and its subsidiaries.
The aggregate number of shares of common stock available for issuance under the 2021 Plan, which may be issued as Class A common stock and/or Class B common stock, was initially 5,011,024 shares. As of December 31, 2025, 3,336,606 shares are available for future issuance under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase for ten years on January 1 of each year in an amount equal to the lesser of (a) 4% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 5,000,000 shares. Shares issued under the 2021 Plan may consist of authorized but unissued shares, shares purchased on the open market or treasury shares.
2021 Employee Stock Purchase Plan
On September 16, 2021, the 2021 Employee Stock Purchase Plan (the “ESPP”) became effective. The ESPP authorizes (i) the grant of options that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Internal Revenue Code of 1986 (the “Section 423 Component”) and (ii) the grant of options that are not intended to be tax-qualified (the “Non-Section 423 Component”). All of the Company’s employees are expected to be eligible to participate in the ESPP. However, with respect to the Section 423 Component, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of the Company’s common stock.
The ESPP initially permits the Company to deliver up to 500,000 shares of common stock pursuant to awards issued under the ESPP, which may be Class A common stock and/or Class B common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase each January 1 by an amount equal to the lesser of (a) 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board, provided that no more than 2,500,000 shares may be issued under the Section 423 Component. Prior to or in connection with issuing any shares of common stock under the ESPP, the ESPP administrator may convert awards covering shares of Class B common stock to Class A common stock. As of December 31, 2025, no awards have been granted under the ESPP, and 2,500,000 shares remain available for future issuance.
2014 Stock Incentive Plan
The 2014 Stock Incentive Plan (the “2014 Plan”) provided for the Company to grant options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock-based awards. From and after the effective date of the 2021 Incentive Award Plan, the Company ceased granting awards under the 2014 Plan. However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. Shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the 2014 Plan will be added back to the shares available for issuance under the 2021 Incentive Award Plan.
Time-based Stock Options
All time-based options outstanding consist of awards granted to non-employee directors and are of two types: (i) initial awards granted to newly elected or appointed directors, which vest in three equal annual installments, and (ii) subsequent awards, which vest on the earlier of the first anniversary of the grant date or the day prior to the next annual shareholder meeting. These options expire no later than ten years from the grant date. The exercise price of each option is equal to the closing price of the Company’s common stock on the date of grant.
A summary of time-based stock options activity for the year ended December 31, 2025 is presented below:
| Number of Shares | Weighted Average Exercise Price per Share | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (1) | ||||||||||||||||||||
| Outstanding as of December 31, 2024 | 267,520 | $ | 25.17 | ||||||||||||||||||||
| Granted | 171,875 | 9.29 | |||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Forfeited | (72,828) | 36.96 | |||||||||||||||||||||
| Outstanding as of December 31, 2025 | 366,567 | 15.38 | 8.9 | $ | — | ||||||||||||||||||
| Exercisable as of December 31, 2025 | 136,014 | 24.74 | 8.4 | — | |||||||||||||||||||
(1)The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the year and the exercise prices, multiplied by the number of in-the-money stock options.
The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $0.9 million and $9.1 million, respectively. There were no stock option exercises during the year ended December 31, 2025. The weighted-average fair value of options granted during the years ended December 31, 2025, 2024, and 2023 was $7.48, $11.35 and $57.20 per share, respectively, and was calculated using the following key assumptions in the Black-Scholes option-pricing model:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-free interest rate | 4.06 | % | 4.27 | % | 3.94 | % | |||||||||||
| Expected volatility | 100 | % | 97 | % | 93 | % | |||||||||||
| Expected term (in years) | 6.0 | 5.7 | 5.5 | ||||||||||||||
| Dividend yield | — | % | — | % | — | % | |||||||||||
As of December 31, 2025, there was $1.5 million of unrecognized compensation expense related to options recognizable over a weighted-average period of 2.3 years.
Market-based Stock Options
In April 2024, the Company granted to each of the Company's four founders an option to purchase in aggregate 125,000 shares of Ginkgo's Class A common stock with an exercise price of $100 per share, subject both to time-based and market-based vesting criteria (the “Founder Options”). The market-based vesting is tied to the achievement of four specified stock price hurdles within a five-year period, with 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $200, 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $300, 20% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $400 and the remaining 60% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $500. If the market-based criteria are achieved during the five-year period, the awards will vest on the five-year anniversary of the grant date. The weighted-average grant-date fair value of the options granted was $7.80 per share and was calculated using a Monte Carlo simulation model using a risk-free interest rate of 4.65%, expected volatility of 72%, suboptimal exercise multiple of 2.8, and a dividend yield of zero percent.
In June 2025, the compensation committee of the Company’s Board of Directors canceled the Founder Options and granted replacement performance-based restricted stock unit (“PSU”) awards (the “Founder PSU Awards”). The cancellation and concurrent grant of replacement awards were accounted for as a modification, resulting in $10.5 million of incremental compensation expense. The performance period for these awards was through December 31, 2025 and the aggregate compensation expense for the cancelled award and the new award will be recognized over the remaining requisite service period of the PSUs, which is the grant date through March 31, 2026. The PSU awards are subject to substantially similar performance metrics, vesting terms and employment terms as described in the section “Performance-based Restricted Stock Units” below.
Restricted Stock Units
RSUs granted under the 2014 Plan are subject to two vesting conditions: (i) a service-based vesting condition, generally satisfied over four years with 25% of the shares vesting on the first anniversary of the grant date and monthly vesting thereafter, and (ii) a performance-based vesting condition, which was met in 2021 in connection with the Company's merger with SRNG. RSUs granted under the 2021 Plan are subject only to the service-based vesting condition.
A summary of RSU activity for the year ended December 31, 2025 is presented below:
Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Nonvested as of December 31, 2024 | 3,327,398 | $ | 69.00 | ||||||||
| Granted | 1,176,419 | 8.02 | |||||||||
| Vested | (1,797,720) | 48.74 | |||||||||
| Forfeited | (1,443,244) | 56.71 | |||||||||
| Nonvested as of December 31, 2025 | 1,262,853 | 55.07 | |||||||||
The weighted average grant date fair value of RSUs granted during the years ended December 31, 2025, 2024 and 2023 was $8.02, $43.81 and $55.60, respectively. The total fair value of the RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $87.6 million, $232.9 million and $365.3 million, respectively.
As of December 31, 2025, there was $58.3 million of unrecognized compensation expense related to RSUs recognizable over a weighted-average period of 1.8 years.
Performance-based Restricted Stock Units
In March 2025, the compensation committee of the Company's Board of Directors approved a grant of PSU awards under the 2021 Plan to substantially all employees. The PSUs are eligible to vest based on the achievement of specific performance metrics tied to the Company’s 2025 cash flow and bookings targets. Recipients must remain employed through the date the applicable vested shares are distributed, which is expected to occur in March 2026. PSU achievement percentages may range from zero to 100% of the award. The grant-date fair value of the PSUs was determined based on the closing price of the Company’s Class A common stock on the grant date. Additionally, as summarized above, the Founder PSU Awards were granted in June 2025.
A summary of PSU activity for the year ended December 31, 2025 is presented below:
| Performance Stock Units | |||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Granted | 5,599,647 | $ | 8.01 | ||||||||
| Vested | — | ||||||||||
| Forfeited | (1,192,360) | 7.81 | |||||||||
| Nonvested as of December 31, 2025 | 4,407,287 | 8.06 | |||||||||
As of December 31, 2025, there was $7.3 million of unrecognized compensation expense related to unvested PSUs outstanding, which is expected to be recognized over a service period of approximately 0.3 years. Actual expense recognized may vary based on the final achievement rate.
Earnouts
Earnout shares represent equity awards, primarily in the form of restricted stock, granted to existing employees of the Company as of the closing date of the Company's merger with SRNG on September 16, 2021 (the “Closing Date”). These earnout shares are subject to the same time-based vesting and performance conditions (change in control or an initial public offering) as the underlying awards, including provisions related to vesting and termination. Additionally, the earnout shares are subject to a market condition, which is satisfied when the trading price of the Company's common stock is greater than
or equal to $500, $600, $700 and $800 per share for any 20 trading days within a 30 consecutive trading day period, on or before the fifth anniversary of the Closing Date (collectively, the “Earnout Targets”). The first Earnout Target of $500 per share was achieved on November 15, 2021.
A summary of activity during the year ended December 31, 2025 for the earnout shares is presented below:
Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Nonvested as of December 31, 2024 | 552,457 | $ | 510.80 | ||||||||
| Vested | (321) | 533.60 | |||||||||
| Forfeited | (859) | 512.62 | |||||||||
| Nonvested as of December 31, 2025 | 551,277 | 510.78 | |||||||||
The total fair value of the earnout shares that vested during the years ended December 31, 2025, 2024 and 2023 was $0.2 million, $4.5 million and $7.6 million, respectively.
As of December 31, 2025About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.