DNA 10-K & 10-Q changes, risk factors and insider trading
Ginkgo Bioworks Holdings, Inc. · NYSE · Biological Products, (No Diagnostic Substances) · CIK 1830214 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “If we cannot attract new customers, retain existing customers, and expand our relationships across both our cell engineering solutions and tools businesses, our business, financial condition, and results of operations could be adversely affected.”
Removed heading “If we cannot maintain and expand current customer partnerships and enter into new customer partnerships, our cell engineering business could be adversely affected.”
Removed heading “Risks Related to our Historic COVID-19 Testing Services”
Removed heading “We may be subject to tort liability if the COVID-19 tests we utilized in our testing programs provided inaccurate results.”
Largest changes
“The Public Readiness and Emergency Preparedness Act (the “PREP Act”) provides immunity for manufacturers, distributors, program planners, qualified persons, and their officials, agents, and employees from certain claims under state or federal law for a “loss” arising out of the administration or use of a “covered countermeasure” in the United States. Distributors are certain persons or entities engaged in the distribution of drugs, biologics, or devices. …”see in full comparison
“If we cannot attract new customers, retain existing customers, and expand our relationships across both our cell engineering solutions and tools businesses, our business, financial condition, and results of operations could be adversely affected.”see in full comparison
“Partnering with and investing in early stage and small companies has exposed and may continue to expose us to losses on our invested capital and the loss of revenue from the inability to recover fees for our services from these companies. Such companies are exposed to a number of risks that could impair an early stage or small company’s financial condition, results of operation, or cash flow or result in other adverse events, such as bankruptcy.”see in full comparison
“If we cannot maintain and expand current customer partnerships and enter into new customer partnerships, our cell engineering business could be adversely affected.”see in full comparison
“We may be subject to tort liability if the COVID-19 tests we utilized in our testing programs provided inaccurate results.”see in full comparison
“Any of these factors or changes thereto could impair an early stage or small company’s financial condition, results of operation, cash flow or result in other adverse events, such as bankruptcy. This, in turn, could result in losses in our investments and a change in our income (loss) on investments.”see in full comparison
Full comparison: every changed paragraph (67)
We have incurred significant operating losses since our inception. Our net loss attributable to our stockholders was approximately $547.0 million, $892.9 million, and $2.1 billion for the fiscal years ended December 31, 2024, 2023 and 2022, respectively.
We have incurred significant operating losses since our inception. As of December 31, 2024,2025, we had an accumulated deficit of approximately $5.8$6.2 billion. We may incur losses and negative cash flow from operating activities for the foreseeable future as we continue to invest significant additional funds toward further developing our platform and customer offerings, the cell engineering programs we perform on behalf of our customers and otherwise growing our business, including our Biosecurity and Automation business units. We expect that our operating expenses will either remain consistent or decline in 2025 as compared to 2024, reflecting a stabilization in our operational overhead and restructuring actions commenced in 2024. However, our operating expenses could increase in connection with employee incentive programs offered or from additional costs or expenses resulting from our restructuring actions. We have derived a significant portion of our revenues from fees and milestone payments from technical development services provided to customers to advance programs, as well as a significant portion of our revenues from Biosecurity. Historically, these fees have not been sufficient to cover the full cost of our operations. Additionally, if our customers terminate their agreements or development plans with us, our near-term revenues could be adversely affected. In addition, certain of our customer agreements provide for milestone payments, future royalties and other forms of contingent consideration, the payment of which are uncertain, as they are dependent on our ability to successfully develop engineered cells, bioprocesses, or other deliverables and our customers’ ability and willingness to successfully develop and commercialize products and processes.
We have consumed considerable amounts of capital to date, and we expect to incur continued net losses for the foreseeable future as we continue to develop our business, advance our programs, expand and enhance our platform and customer offerings, perform on behalf of our customers, and make the capital investments necessary to scale up our Foundry operations and Codebase assets and as we continue our restructuring actions commenced in 2024 .business. We have used, and may continue to use, additional capital for Biosecurity, strategic investments and acquisitions. We believe that our cash and cash equivalents, short-term investments, and interest earnings will be sufficient to meet our projected operating requirements until we reach profitability. However, these assumptions may prove to be incorrect and we could exhaust our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with our programs, including risks and uncertainties that could impact the rate of progress of our programs, we are unable to estimate with certainty the amounts of capital outlays and operating expenditures associated with these activities.
If additional future financingsfinancings, including pursuant to our at-the-market program, involve the issuance of equity securities, our existing stockholders would suffer dilution. See “Management’s Discussion and Analysis – At-The-Market Program” for more information. If we raise debt financing in the future, we may be subject to restrictive covenants that limit our ability to conduct our business. Our ability to raise funds may be adversely impacted by current or future economic conditions. If we fail to raise sufficient funds and continue to incur losses, our ability to fund our operations, take advantage of strategic opportunities, or otherwise respond to competitive pressures could be significantly limited. If adequate funds are not available, we may not be able to successfully execute our business plan or continue our business.
We have experienced both rapid growth and recent periods of decline in our business since inception, which has placed and may continue to place significant demands on our company culture, operational infrastructure, and management. We believe that our culture has been a critical component of our success. We have invested substantial time and resources in building our team and nurturinghave continued to nurture a culture of empowerment of, and active engagement by, our employees. In addition, in order to manage through these periods of organizational change, we will need to continue to adapt our operational, financial, and management controls and processes, as well as our reporting systems and procedures. As we manage our business and mature as a public company, we may find it difficult to maintain our culture and adapt effectively. Any failure to manage our organizational changes in a manner that preserves the key aspects of our culture and allows us to effectively adapt,adapt could be detrimental to future success in pursuing our objectives, including our ability to recruit and retain personnel, maintain reliable service levels and offerings for our customers, and achieve the necessary level of capacity, quality and efficiency in performing services and other development activities, or the necessary level of efficiency in our organizational structures. This, in turn, could adversely affect our business, results of operations, and financial condition.
Our Biosecurity offering consists of pathogen testing, sequencing, and insights delivery which are subject to inherent risks of commercial viability, such as demand for services and price or market share erosion due to competition. For example, the White House and World Health Organization each announced the end of the public health emergency effective May 2023 and the revenue stream of our COVID-19 school testing services ended in the third quarter of 2023.
AsOur aBiosecurity result,offering ourconsists of pathogen testing, sequencing, and insights delivery which are subject to inherent risks of commercial viability, such as demand for services and price or market share erosion due to competition. Our Biosecurity business is now focusingfocused on global surveillance programs and analytic services. However, creating the commercial and technical infrastructure to provide Biosecurity services globally is expensive. We may also be limited in our ability to scale up based on expense or unavailability of the required materials, equipment, personnel and infrastructure necessary to deliver biosecurity on a large, international scale. We may not be able to recover our investment expenses with sufficient revenue generated by our Biosecurity efforts.
If we cannot attract new customers, retain existing customers, and expand our relationships across both our cell engineering solutions and tools businesses, our business, financial condition, and results of operations could be adversely affected.
We generate revenue from our cell engineering solutions and cell engineering tools businesses. In our cell engineering solutions business, which has been our core business since inception and continues to be the primary driver of our revenues, we receive fees for performing R&D activities and, for some of our legacy arrangements, downstream value in the form of royalties, milestone payments and/or equity. In our more recently launched cell engineering tools business, we receive fees from performing data generation services and from the sale of our automation hardware, software and ongoing customer support services. Our ability to achieve our growth objectives depends in significant part on our success in attracting new customers to each of these businesses, retaining and expanding our relationships with existing customers, and driving broader adoption and utilization of both our solutions and tools offerings over time.
Our ability to win new business and expand existing relationships in both businesses depends on many factors, including our reputation in the market, the quality, reliability and performance of our service and product offerings, our pricing and commercial terms, the features and interoperability of our tools, the perceived and demonstrated return on investment for our customers, our technical and operational capabilities, the effectiveness of our sales, marketing and customer success organizations, and broader conditions in our customers’ industries. If we fail to maintain a position of strength in any of these areas, or if our offerings do not meet evolving customer expectations, we may be unable to acquire new customers, retain existing customers or increase the scope of work or level of spend with existing customers, which could adversely affect our business and prospects.
As a relatively new entrant in the cell engineering tools market, we face additional risks in establishing and expanding our customer base in this business. We compete with incumbent providers that have established brands, larger installed bases and longer operating histories, and whose hardware and software are often already deeply integrated into customers’ laboratories and IT environments. These factors can create significant barriers to adoption of our tools, as customers may be reluctant to incur the time, expense and operational disruption associated with evaluating, validating, integrating and maintaining new systems. In order to justify replacing or augmenting existing systems, customers must perceive our offerings as providing meaningful and durable advantages in functionality, performance, scalability, data quality, ease of use, support and total cost of ownership. Our sales cycles for tools can be long and resource-intensive, often involving proof-of-concept projects, technical integration work and customer-specific validation. If we are unable to effectively demonstrate the benefits of our tools, if initial deployments do not meet customer expectations, or if we are unable to provide high-quality implementation, training, maintenance and support, customers may decide not to adopt our tools, may limit their use to smaller-scale projects or may discontinue or fail to renew support, software or service contracts. Any of these outcomes could limit the growth of our tools business and could also negatively affect our reputation in the market.
In our cell engineering solutions business, we typically generate valuable know-how in the course of performing customer programs, such as onboarding of new high-throughput assays or the development of optimized proteins and chassis strains. This know-how not only advances our technical and operational capabilities, but also serves as an important product development engine for expanding and refining our tools offerings. As a result, the loss of one or more significant customer relationships, the failure to renew, extend or expand existing programs, delays in starting new programs, or our inability to attract new solutions customers or programs would not only reduce our revenues and potential downstream value, but could also slow our accumulation of know-how and data assets, thereby hindering our ability to advance our technological differentiation and improve our tools and services offerings.
We engage in conversations with prospective and existing customers regarding potential solutions and tools relationships on an ongoing basis. We may devote substantial time and resources to business development discussions, technical evaluations, feasibility assessments, pilot projects, proof-of-concept studies and legal and regulatory diligence that may not result in a commercial agreement or that may result in only limited scope relationships. Even where a commercial agreement is reached, the resulting relationship may not be successful for various reasons. For example, in the case of cell engineering solutions, our customers may be unsuccessful in developing or commercializing products or processes based on our work, may change their strategic priorities or budgets, or may experience internal or external challenges that limit the size or duration of their programs with us, which has in the past and may in the future materially reduce both our near-term revenues and our downstream value opportunity from such collaborations. Similarly, in the case of cell engineering tools, customers may fail to deploy our tools at the scale initially contemplated, may not expand to additional sites, use cases or workflows, or may discontinue use of our offerings if they do not meet expectations. Any such outcomes could adversely affect our revenues, our ability to scale our platform, and our prospects for long-term growth.
If we cannot maintain and expand current customer partnerships and enter into new customer partnerships, our cell engineering business could be adversely affected.
We do not generate substantial revenue from our own products, and instead generate revenue from selling end-to-end cell engineering solutions and tools service offerings. We receive fees for such solutions and tools, and for our end-to-end cell engineering solutions, we also have historically received downstream value in the form of royalties, milestone payments, and/or equity. As a result, our success depends on our ability to expand the number, size and scope of our customer programs. Our ability to win new business depends on many factors, including our reputation in the market, the quality of our service offerings relative to alternatives, the pricing and efficiency of our services relative to alternatives, our technical and operational capabilities, our sales team effectiveness, and the customer’s ability to fund new work. If we fail to maintain a position of strength in any of these factors, our ability to deliver on customer programs, sign new customer programs, and/or launch new programs with existing customers may suffer and this could adversely affect our prospects. Additionally, in the process of delivering programs, we generate Foundry know-how and accumulate meaningful biological and data assets, including optimized proteins and organisms, characterized genetic parts, enhanced understanding of metabolic pathways, biological, chemical, and genetic libraries, and other elements of biological data. Data and know-how generated from our programs provide the basis for expanded capabilities that we believe further supports our customer relationships. As a result, in addition to reducing our revenue or delaying the delivery of our programs, the loss of one or more of our customer relationships or the failure to add new customers or programs may hinder our accumulation of such information, thus hindering our efforts to advance our technological differentiation and improve our platform.
We engage in conversations with companies regarding potential customer relationships on an ongoing basis. We may spend considerable time and money engaging in these conversations and feasibility assessments, including understanding the technical approach, customer concerns and limitations, and legal or regulatory landscape of a potential program or offering, which may not result in a commercial agreement. Even if an agreement is reached, the resulting relationship is not always successful, which may be for many reasons, including our inability to complete a program to our customers’ specifications or within our customers’ time frames, or, in the case of end-to-end cell engineering solutions, unsuccessful development or commercialization of products or processes by our customers. In such circumstances, our revenues and downstream value potential from such a collaboration has been and might in the future be meaningfully reduced.
Since our founding, we have helped to launch new companies by bringing togetheralongside strategic and financial investorsinvestors, we have leveraged our own resources to help secure funding for early stage and small companies. Going forward, we may continue to leverage our own balance sheet and partner with investors to enable companies at all stages to benefit from our platform.
Partnering with and investing in early stage and small companies has exposed and may continue to expose us to losses on our invested capital and the loss of revenue from the inability to recover fees for our services from these companies. Such companies are exposed to a number of risks that could impair an early stage or small company’s financial condition, results of operation, or cash flow or result in other adverse events, such as bankruptcy.
Partnering with and investing in early stage and small companies may expose us to a number of risks, including that early stage and small companies may have:
●shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render small companies more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
●more limited access to capital and higher funding costs, may be in a weaker financial position and may need more capital than originally anticipated to expand, compete and operate their business;
●the inability to obtain financing from the public capital markets or other traditional sources, such as commercial banks, in part because loans made to these types of companies entail higher risks than loans made to companies that have larger businesses, greater financial resources or are otherwise able to access traditional credit sources on more attractive terms;
●a higher likelihood of holding cash deposits or maintaining lines of credit with banks focused on providing banking services to early stage or venture-backed companies, such as Silicon Valley Bank (“SVB”), which failed in March 2023;
●a higher likelihood of depending on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on such company and, in turn, on us;
●less predictable operating results, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;
●particular vulnerabilities to changes in customer preferences and market conditions, depend on a limited number of customers, and face intense competition, including from companies with greater financial, technical, managerial and marketing resources; and
●fewer administrative resources, which can lead to greater uncertainty in their ability to generate accurate and reliable financial data, including their ability to deliver audited financial statements.
Any of these factors or changes thereto could impair an early stage or small company’s financial condition, results of operation, cash flow or result in other adverse events, such as bankruptcy. This, in turn, could result in losses in our investments and a change in our income (loss) on investments.
We depend on a limited number of suppliers for critical items, including lab consumables and equipment, for the development of our programs. Some of these suppliers are single-source suppliers. We do not currently have the infrastructure or capability internally to manufacture these items at the necessary scale or at all. Although we have a reserve of supplies and although alternative suppliers exist for some of these critical products, services, and equipment, our existing processes used in our FoundryAutonomous Lab have been designed based on the functions, limitations, features, and specifications of the products, services, and equipment that we currently utilize. While we work with a variety of domestic and international suppliers, our suppliers may not be obligated to supply products or services or our arrangements may be terminated with relatively short notice periods. Additionally, we do not have any control over the process or timing of the acquisition or manufacture of materials by our manufacturers and cannot ensure that they will deliver to us the items we order on time, or at all.
●natural disasters, political and economic instability, including wars, terrorism and political unrest, the outbreak of disease, or public health epidemics/pandemics, such as COVID-19, which could have an adverse impact on our employees, contractors, customers, partners, travel and the global economy;
In August 2023, we entered into a strategic partnership with Google Cloud to develop and deploy AI tools for biology and biosecurity.biosecurity, which included certain minimum annual commitment obligations that we must pay. Under the strategic partnership, Ginkgo has developed and will continue to develop new, state-of-the-art large language models (“LLMs”) running on Google Cloud's Vertex AI platform across genomics, protein function, and synthetic biology, helping Ginkgo's customers accelerate innovation and discovery in fields as diverse as drug discovery, agriculture, industrial manufacturing, and biosecurity. Effective October 3, 2025, we entered into an amendment to the partnership to reduce our annual commitment amounts, which required a one-time payment of $14 million to be released from the obligations of the original agreement. If we are not able to meet our minimum annual commitment obligations again in the future, additional shortfall liabilities may be incurred.
In connection with our plans to reduce operational expenditures, we implemented a restructuring plan, including a reduction in workforce and a planned consolidation and subleasing of certain facilities. Initial workforce reductions commenced in June 2024 and continued throughout 2024,2025. with furtherOur reductions expected in 2025.force All reductions are expected to bewere substantially completed in 2025, although certain reductions will continue into 2026, subject to compliance with applicable laws. Our restructuring actions may result in other disruptions to our business, including customer program delivery issues, loss of historical customer or technical knowledge, our ability to comply with applicable laws and regulations, and our ability to retain key employees. Our efforts to reduce the size of our patent portfolio may result in inadequate protection of our intellectual property assets. The Company planshas to consolidateconsolidated certain facilities through various actions, including combining office and laboratory operations into fewer locations, subleasing unused or underutilized facilities, and has taken or plans to take other related measures. While the Company aims to completecompleted the majority of its facility consolidation actions in 2025, thewe actualcontinue timingto maylook vary,for especiallyopportunities for subleasing unused or underutilized facilities, which maywill extend beyond 20252026 or may not occur prior to termination of such leases, depending on market conditions. Additionally, restructuring expenses related to potential asset impairments, contract amendments or terminations for any facilities no longer in use or underutilized could be material. TheFor Companythe currentlyyears estimatesended December 31, 2025 and 2024, the costs forassociated thewith reductionour reductions in force towas range from $20.0$11.4 million to $23.0 million primarily in the Cell Engineering segment and to$19.3 consistmillion, respectively, consisting of cash severance and related costs.
We are dependent on our customers’ willingness and ability to successfully develop, produce and manufacturecommercialize products using the engineeredcell cells,engineering other biological assets and/or biomanufacturing processes thatsolutions we developdeliver and to a lesser extent, on the successsuccessful adoption and use of our customers’cell development,engineering production, and manufacturing efforts.tools.
We sell cell engineering solutions and cell engineering tools. Our solutions offering involves performing R&D services to engineer cells, biological assets and biomanufacturing processes for our customers which are intended to be scaled-up and deployed for commercialization. We rely on our customers to advance, manufacture, and commercialize products enabled by our work. A portion of the value from some of these customer collaborations has historically been earned through downstream value sharing in the form of royalty streams, milestone payments, and/or equity interests. If they are not successful in development, regulatory approval, manufacturing or commercialization, or if they choose to delay, deprioritize or discontinue such programs, the downstream value we expect to receive will be reduced or may not be realized at all. Because we do not control our customers’ development, regulatory, manufacturing or commercial activities, we have limited ability to influence these outcomes.
Our ability to secure new solutions business and expand existing programs also depends on our customers’ R&D budgets, strategic priorities and willingness to outsource cell engineering work. If customers reduce R&D spending, shift focus away from synthetic biology or biomanufacturing, decide to bring work in-house, or experience business, financial or operational difficulties, they may not initiate, renew or expand collaborations with us, which could reduce both our near-term services revenues and longer-term downstream value opportunity (in the collaborations where downstream value applies).
Our cell engineering tools business is generally less directly tied to customers’ product-level commercial outcomes because we earn revenue primarily from sales of hardware, software and related services. However, if customers do not achieve expected benefits from our tools, or if their internal R&D or manufacturing efforts are unsuccessful, they may reduce or discontinue use of our tools or limit further deployments, which could adversely affect the growth of our tools business.
Because many of the products pursued by our customers are at early stages of development and the markets and regulatory frameworks for bioengineered products and processes continue to evolve, we have limited historical information to accurately estimate the probability, timing and scale of commercial success. If we overestimate the probability or scale of commercial success, our actual future revenues and cash flows from customer collaborations may be lower than expected, which could adversely affect the market price of our common stock.
We sell end-to-end cell engineering solutions and cell engineering tools service offerings. For our solutions offerings, we rely on our customers to commercialize products that may be enabled by our engineered cells, other biological assets (e.g., enzyme DNA sequences) and/or biomanufacturing processes. A portion of the value in such customer collaborations has historically been earned through downstream value sharing in the form of royalty streams, milestone payments, and/or equity interests. If our customers are not successful in bringing these products to market, or if these products are not successful once on the market, the downstream portion of our value will be adversely impacted. Because we do not directly control manufacturing, product or downstream process development or commercialization, we have limited ability to impact the quality of our partners’ production processes and ultimate commercial success. Our ability to secure new business for our R&D services and tools is dependent on our customers’ willingness and ability to invest into R&D and continued outsourcing. Our business could be significantly impacted by any decline in R&D spending or outsourcing activities.
In addition, our customers have chosen, and may in the future choose, not to develop or commercialize a product we have enabled in which we are entitled to downstream value sharing. In our current relationships, we would have limited or no recourse to find alternative methods to monetize these products without the original customer. Because this industry is still nascent and the regulatory environment is evolving, we have limited historical information on the probability of commercial success for bioengineered products or biomanufacturing processes in the market and have limited ability to underwrite the likelihood that our customers will be able to create valuable products or processes in their market using the results of their programs with us. If we overestimate the probability or scale of commercial success, the price of our common stock may be adversely impacted as a result of lower expectations for future cash flows from customer collaborations.
We have derived, and may continue to derive, a significant portion of our revenue from a limited number of large customers. DuringFor the year ended December 31, 2024,2025, threeone customerscustomer eachin representedthe moreCell thanEngineering 10%segment accounted for 15% of ourthe Company’s total revenuerevenue, andwhile cumulativelyone representedcustomer 49%in the Biosecurity segment accounted for 12% of ourthe Company’s total revenue. Due to the significant time required to acquire new customers, to plan and develop new programs for customers, and to satisfactorily execute on existing programs, the loss of any of these customers, or the loss of any other significant customer or a significant reduction in the amount of demand from a significant customer would adversely affect our revenue, results of operations, cash flows and reputation in the marketplace. There is always a risk that existing customers will not elect to do business with us in the future or will experience financial difficulties. If our customers experience financial difficulties or business reversals which reduce or eliminate the need for our services, they may be unable or unwilling to fulfill their contracts with us. There is also the risk that our customers will attempt to impose new or additional requirements on us that reduce the profitability of the services performed by us. Our customer concentration also increases the concentration of our accounts receivable and our exposure to payment defaults by key customers, which could expose us to substantial and potentially unrecoverable costs if we do not receive payment from key customers. Additionally, the loss of any significant customer could pose reputational harm to us and make it more challenging to acquire new customers.
Risks Related to our Historic COVID-19 Testing Services
We may be subject to tort liability if the COVID-19 tests we utilized in our testing programs provided inaccurate results.
The Public Readiness and Emergency Preparedness Act (the “PREP Act”) provides immunity for manufacturers, distributors, program planners, qualified persons, and their officials, agents, and employees from certain claims under state or federal law for a “loss” arising out of the administration or use of a “covered countermeasure” in the United States. Distributors are certain persons or entities engaged in the distribution of drugs, biologics, or devices. Program planners include persons who supervise or administer a program with respect to the administration, distribution, provision, or use of a Covered Countermeasure (as defined in the PREP Act). Covered Countermeasures include security countermeasures and “qualified pandemic or epidemic products,” including products intended to diagnose or treat pandemic or epidemic disease, such as COVID-19 diagnostic tests, as well as treatments intended to address conditions caused by such products. Covered Countermeasures must also be approved, cleared, or authorized for emergency use, or otherwise authorized for investigational use, by the FDA in order to be considered Covered Countermeasures under the PREP Act.
For these immunities to apply, the Secretary of HHS must issue a declaration in cases of public health emergency or “credible risk” of a future public health emergency. On March 10, 2020, the Secretary of HHS issued a declaration under the PREP Act and has issued subsequent amendments thereto to provide liability immunity for activities related to certain countermeasures against the COVID-19 pandemic.
In the past, we were the authorized distributor of certain third-party COVID-19 tests and collection kits that received an EUA and supervised testing programs for COVID-19 testing customers. There can be no assurance that our test distribution and program planning activities regarding these programs would be covered under the provisions of the PREP Act. Also, there can be no assurance that the U.S. Congress will not act in the future to reduce coverage under the PREP Act or to repeal it altogether.
Furthermore, some of the third-party tests that were used as part of our pooled testing program were not covered by an EUA and, at this time, we do not believe that such testing services, administration, or program planning related to our pooled testing program will qualify for PREP Act immunity. If product liability lawsuits are brought against us in connection with allegations of harm connected to our prior COVID-19 testing services, we may incur substantial liabilities. The PREP Act is a complex law with limited judicial precedent, and thus even for the third-party COVID-19 tests and collection kits used in our testing services that were subject to EUAs, we may have to expend significant time and legal resources to obtain dismissal of a lawsuit on the basis of PREP Act immunity.
If we cannot successfully defend ourselves against claims that our COVID-19 testing services caused injuries and if we are not entitled to immunity under the PREP Act, or the U.S. Congress limits or eliminates coverage under the PREP Act, or if the liability protections under the PREP Act are not adequate to cover all claims, we may incur substantial liabilities. Regardless of merit or eventual outcome, product liability claims may result in decreased demand for our services, injury to our reputation, costs to defend litigation, loss of revenue, and substantial money awards to customers.
Rapidly changing technology and emerging competition in the synthetic biology industry could make the platform, programs, services, tools, and products we and our customers are developing obsolete or non-competitive unless we continue to develop our platform and pursue new market opportunities.
The synthetic biology industry is still emerging and is characterized by rapid and significant technological changes, frequent new product introductions and enhancements, and evolving industry demands and standards. We participate in this industry through both our R&D services (cell engineering solutions) and our cell engineering tools (including automation hardware, software and data-generation offerings). Our future success will depend on our ability to sign and initiate new programs and deploy tools that address the evolving needs of our customers on a timely and cost-effective basis, to advance existing programsprograms, and to pursue new market opportunities that develop as a result of technological and scientific advances. Additionally, our customers may face significant competition or other risks in their own markets which may impact demand for our services and tools thereby adversely impactimpacting our business and results of operations.
There are a number of companies in the broader synthetic biology industry, and our future success will depend on our ability to maintain a competitive position with respect to technological advances.advances in both cell engineering solutions and tools. Technological developments, including emerging AI and machine learning technologies, may result in our platformplatform, our service offerings or our hardware and software tools becoming obsolete.less differentiated, obsolete or non-competitive. For example, competitors or customers could develop alternative cell engineering platforms, in silico design capabilities, or automation and analytics tools that reduce the need for, or attractiveness of, our R&D services or tools. Our ability to compete successfully will depend on our ability to develop and maintain proprietary technologiestechnologies, such as our Autonomous Lab, that enable our customers to develop products using our platform in a manner that is either less expensive, faster, superior or otherwise differentiated from what a competitor’s technologies and products might enable.enable and to integrate our tools into customers’ existing laboratory and data environments. If we are unable to continue to successfully advance our platform or the services it provides at scale, or to keep our tools offerings current, effective, interoperable and cost-competitive, or if our customers are unable to commercialize the products or processes made or improved upon by using our platform,R&D services and tools, our business and results of operations will be adversely impacted.
Due to the significant lead time involved in launching a new program or developing a new product or process using our platform, our customers are required to make a number of assumptions and estimates regarding the commercial feasibility of a new product, including assumptions and estimates regarding the size of an emerging product category and demand for those end-products and processes which will use our technology, the ability to scale-up manufacturing processes to produce a product on a commercial scale, the ability to penetrate that emerging product category, customer adoption of a downstream product, the existence or non-existence of products being simultaneously developed by competitors, potential market penetration and obsolescence, planned or unplanned. As a result, it is possible that we may commence a new program with a customer who wishes to develop a product or process that has been displaced by the time of launch, addresses a market that no longer exists or is smaller than previously thought, that end-consumers do not like or otherwise is not competitive at the time of launch, in each case, after the incurrence of significant opportunity costs on our part to develop such product. The ultimate success of the products developed by our customers using our services may be dependent on the success of other markets in which we or our customers do not operate in or have knowledge or expertise or which, in each case, may not reach the size anticipated by us or our customers or may be replaced by another emerging product category or eliminated entirely.
The ultimate success of the products developed by our customers using our services and tools may be dependent on the success of other markets in which we or our customers do not operate in or have knowledge or expertise or which, in each case, may not reach the size anticipated by us or our customers or may be replaced by another emerging product category or eliminated entirely.
Recent changes in patent law may make patents covering life science inventions more difficult to obtain and enforce. Further legislative changes or changes in the interpretation of existing patent law could increase the uncertainty and cost surrounding the prosecution of our owned patent applications and the maintenance, enforcement or defense of our owned patents. The Leahy-Smith America Invents Act (“the Leahy-Smith Act”) included changes that affect the way patent applications are prosecuted; redefine prior art; enable third-party submission of prior art to the United States Patent and Trademark Office (“USPTO”) during patent prosecution; and provide cost-effective avenues for competitors and other third parties to challenge the validity of patents at USPTO-administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. Thus, the Leahy-Smith Act and its continued implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
OtherChanges in patent law may make patents covering life science inventions more difficult to obtain and enforce. Further legislative changes or changes in the interpretation of existing patent law maycould further detract fromincrease the valueuncertainty and cost surrounding the prosecution of lifeour scienceowned patentspatent applications and facilitatethe challengesmaintenance, toenforcement or defense of our owned patents. In some cases, we develop inventions with the assistance of machine learning and other computational tools that may be considered to be AI, and we expect to use such tools, and to use generative AI, in future development. Because the law is in flux with respect to AI-assisted inventions, there is uncertainty and risk associated with patenting such inventions. Depending on future actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could have a further material adverse effect on our patent rights and our ability to protect, defend and enforce our patent rights in the future. It is also possible that disclosure requirements with respect to use of AI tools may be imposed by the patent office, which could increase the cost of patent prosecution and cause uncertainty and delay in the enforcement of patent rights.
There may be patents that affect our freedom to operate in certain areas, and we may as a result choose to design around or license such patents from third parties. If we must spend significant time and money designing around or licensing patents held by others, our business and financial prospects may be harmed. We may be restricted from carrying out certain operations in our Foundry,operations, or we may be limited in our ability to design new products for our customers. We may become subject to claims by third parties alleging that we are infringing, misappropriating, or otherwise violating their intellectual property rights.
Loss of key personnel, including our founders and senior executives, and/or failure to attract, train and retain additional key personnel , or unintended consequences caused by our workforce reduction, could delay our cell engineering programs, harm our platform development efforts, limit our biosecurity and public health offerings, and harm our ability to meet our business objectives, particularly given the substantial investment required to recruit, hire and train our employees.
Our business involves complex, global operations across a variety of markets and requires a management team and employee workforce that is knowledgeable in the many areas in which we operate. Our future success depends upon our ability to attract, train, retain and motivate highly qualified management, scientific, engineering, information technology, operations, business development and marketing personnel, among others. In addition, the market for qualified personnel is competitive because of (a) the limited number of people available who have the necessary technical skills and understanding of our technology and products and (b) the nature of our industry which requires certain of our technical personnel to be on-site in our facilities. We compete for qualified technical personnel with other life sciences and information technology companies, as well as academic institutions and research institutions in the markets in which we operate, including: Massachusetts, USA; California, USA; The Netherlands; and Switzerland. In addition, as we add international operations, we will increasingly need to recruit qualified personnel outside the United States. However, doing so may also require us to comply with laws to which we are not currently subject, which could cause us to allocate or divert capital, personnel and other resources from our organization, which could adversely affect our business, financial condition, results of operations, prospects and reputation. Establishing international operations and recruiting personnel has in the past been impacted by COVID-19 travel and operational restrictions. Our senior leadership team is critical to our vision, strategic direction, platform development, operations and commercial efforts. Our employees, including members of our leadership team, could leave our company with little or no prior notice and would be free to work for a competitor. We also do not maintain “key person” life insurance on any of our employees. The departure of one or more of our founders, senior leadership team members or other key employees could be disruptive to our business until we are able to hire qualified successors.
In addition, we implemented a workforce reduction of more than 50% of our employees, which was substantially completed in 2025. While we believe this workforce reduction was necessary to help realign the Company’s cost structure, this reduction may yield unintended consequences, such as the loss of certain institutional knowledge and technical expertise, as well as attrition beyond our intended reduction in workforce and reduced employee morale, which may cause our employees who were not affected by the reduction in workforce to seek alternate employment. Additional attrition could impede our ability to meet our operational goals, which could have a material adverse effect on our financial performance.
Our continued platform development, growth and commercial success depends, in part, on recruiting and retaining highly-trained personnel across our various target industries and markets with the necessary background and ability to develop and use our platform and to effectively identify and sell to current and new customers. New hires and employees onboarded as a result of any of our recent acquisitions may require significant training and, in most cases, take significant time before they achieve full productivity. Our failure to successfully hire and integrate these key personnel into our business could adversely affect our business. To attract top talent, we believe we will need to offer competitive compensation and benefits packages, including equity incentive programs, which may require significant investment. If we are unable to offer competitive compensation this may make it more difficult for us to attract and retain key employees. To the extent our compensation programs and workplace culture are not viewed as competitive, or changes in our workforce and related restructuring, reduction-in-force, or other initiatives are not viewed favorably, our ability to attract, retain and motivate employees can be weakened, which could harm our results of operations. Moreover, if the perceived value of our equity awards declines, it may adversely affect our ability to attract and retain key employees. If we do not maintain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that adversely affect our ability to support our programs and operations.
Our business depends on providing customers with R&D services and tools. In order to properly conduct our business, we need access to sufficient laboratory space and equipment to perform the activities necessary to advance and complete our programs. Additionally, we need to ensure that our laboratories and corporate offices remain operational at all times, which includes maintaining suitable physical infrastructure, including electrical, waste management, plumbing and HVAC, logistics and transportation systems and network infrastructure. We own certain properties in California and lease most of our laboratories and office spaces. We rely on the landlordslandlords, as applicable, for basic maintenance of our leased laboratories and office buildings. If one of our landlords has not maintained a leased property sufficiently, we may be forced intoto anstop working on a particular program or even exit early exit from the facility, which could be disruptive to our business. Furthermore, we may continue to acquire laboratories not built by us in order to sufficiently scale and expand our output capacity. If we discover that these buildings and their infrastructure assets are not in the condition we expected when they were acquired, we may be required to incur substantial additional costs to repair or upgrade the laboratories.
Management's Discussion & Analysis (MD&A)
New heading “Cell engineering tools offerings”
New heading “Cell engineering solutions”
New heading “At-The-Market Program”
Removed heading “Generating Economic Value Through Cell Programs”
Removed heading “Platform Ventures”
Removed heading “Structured Partnerships”
Removed heading “Cost of Biosecurity Product Revenue”
Removed heading “Loss on Equity Method Investments”
Removed heading “Impairment of Lease Assets”
Removed heading “Loss on Equity Method Investments”
Largest changes
General and administrative expenses were $183.3 million in 2025, compared to $246.2 million in 2024,see in full comparisoncompared to $385.0 million in 2023,a decrease of$138.9$62.9 million. This decrease was primarilyduedriventobya reductionreductions of$72.8$28.8 million ingeneralpersonnel-related compensation andadministrativebenefits expensesfrom the deconsolidation(net ofZymergen.$0.9Excludingmillionthistaximpact,credit),the$23.0decrease was largely attributable to our restructuring plan announced and commenced in the second quarter of 2024, which resulted in reductionsmillion in professionalfeesfees,of $49.1$14.6 million(including a $17.6 million decreaseinlitigation costs),stock-based compensation expenseof $26.6 million(inclusive of employer payroll taxes), $8.1 million in allocated overhead expenses (reclassified from R&D to G&A), $7.4 million in earnout remeasurement expenses, $5.8 million reduction in impairment of construction in progress assets, $4.7 million in temporary labor andcontractorcontractors,fees$4.0of $7.5 million, the changemillion infair value of contingent consideration liabilities resulting from acquisitions of $6.0 million,travel, and $1.2 million in other operatingexpenses of $2.2 million.expenses. These decreases were partially offset by an increasein personnel-related compensation and benefits expenseof$10.1$34.7million,million in rent andrelatedfacilitiescostsexpensesofprimarily$9.4duemillion fromto a newfacilitylease that commenced in2024,the second quarter of 2024 andtheremainsimpairment of construction in progress assets of $5.8 million.unoccupied.
“Research and development expenses were $424.1 million in 2024, compared to $580.6 million in 2023, a decrease of $156.6 million. This decrease was primarily due to a reduction in stock-based compensation expense of $87.5 million (inclusive of employer payroll taxes) and research and development expenses of $50.5 million from the deconsolidation of Zymergen. …”see in full comparison
“Net cash used in operating activities for the year ended December 31, 2023 consisted of a net loss of $892.9 million, adjusted for a net increase in cash due to changes in operating assets and liabilities of $29.8 million and non-cash charges of $567.5 million. …”see in full comparison
“In August 2023, the Company entered into a five-year strategic cloud and AI partnership with Google Cloud, which included minimum annual commitments to purchase cloud hosting services. The partnership previously included minimum annual commitments over the contract years ending August 27, 2027 to purchase cloud hosting services in exchange for various discounts on such services. …”see in full comparison
“We assess goodwill for impairment at the reporting unit level on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill impairment assessments require a significant amount of management judgment and the use of estimates and assumptions that could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge.”see in full comparison
Full comparison: every changed paragraph (113)
Ginkgo sells services to government and commercial customers in two business segments: cell engineering, where we provide biological researchtools and developmentbiological (“R&D”) services for our customers across a range of industries, and biosecurity, where we provide services to government and commercial customers sowho theyare can workworking to identify, monitor, prevent, mitigate, and ultimately protect humanity from biological threats. An overview of these two business segments is provided below.
Ginkgo does not make end products; instead, we offer biological R&D services on our platform to enable our customers to bring their products to market. Historically, Ginkgo’s primary service offering has been end-to-end cell engineering R&D services (solutions). where Ginkgo performs technical activities. In 2024, Ginkgo expanded its service offering to also include services that provide our customers cell engineering tools for biological R&D, whichwhere areGinkgo intendedenables to provide more targeted and bespoke resources toits customers that continue to conduct certain in-house R&D.D activities themselves. Our services are designed to offer customers better results on the dimensions of probability of success, speed, or cost – and ideally on all three.
The fundamental advantage of our cell engineering platform over traditional cell engineering done by hand at our customers’ labs is that our platform improves with scale while in-house cell engineering in our customers' labs largely does not. Compounding and mutually reinforcing improvements of our laboratory automation and software infrastructure—our FoundryAutonomous Lab—and our reusable data assets—our Codebase—enable us to improve our services with each successive project.
•Our FoundryAutonomous Lab is a flexible capabilitywet forlab built from our Reconfigurable Automation Cart (“RAC”) systems capable of large scale data generation; it powers generative artificial intelligence (“AI”) and machine learning (“ML”) tools that enable more successful biological R&D. We now offer services providing such data generation, AI and automation tools directly to Ginkgo customers. Our data assets comprise best practices for cell engineering, along with sequences and host cells that have been honed through dozens of programs and can be directly reusable for our cell engineering solutions. We now offer licenses to our host cells and other IP assets, such as our broad metagenomic library.
Cell engineering tools offerings
•Our Codebase is a data asset comprising best practices for cell engineering, along with sequences and host cells that have been honed through dozens of programs and can be directly reusable for our end-to-end cell engineering solutions.
Our end-to-end cell engineering solutions are typically scoped and delivered as a program ranging in duration from several months to several years. A typical deliverable for the program would comprise an engineered strain or cell line and an associated bioprocess. For each of these programs, we generate economic value in two primary ways. First, we charge usage fees for services, in much the same way that cloud computing companies charge usage fees for utilization of computing capacity or contract research organizations charge for services. Additionally, we have historically negotiated a value share with our customers (in the form of royalties, milestones, and/or equity interests) in order to align our economics with the success of the programs enabled by our platform. Commencing in the second quarter of 2024, we announced changes in prospective commercial terms, including the removal of downstream value share from certain program types.
We charge customers fees for the services we provide in our cell engineering tools offerings. Typically, these fees are structured as a fixed fee for a fixed scope of work. Fees for our Datapoints services are typically earned over a shorter period of time (weeks to months) than for end-to-end cell engineering solutions which may be multi-year programs. Fees for our automation solutions (RAC systems) are typically earned over a period that covers design, build, and deployment and range from six to twelve months. In addition, we offer support services for our RAC systems with fixed fees covering the support periods.
Fees for our Datapoints services are typically earned over a shorter period of time (weeks to months) than for cell engineering solutions, which may be multi-year programs. A typical deliverable for a Datapoints program is a data package. Fees for cell engineering solutions programs are typically structured as a fixed fee for a fixed scope of work.
Cell engineering solutions
Our cell engineering solutions are typically scoped and delivered as a program ranging in duration from several months to several years. A typical deliverable for the program would comprise an enzyme sequence, or an engineered strain or cell line and its associated bioprocess. For each of these programs, we generate economic value in two primary ways.
First, we charge service fees for Autonomous Lab services, in much the same way that cloud computing companies charge usage fees for utilization of computing capacity or CROs charge for services. R&D is inherently risky and our customers recognize that this is a cost they will incur regardless of success and whether they are working on the program in-house or with a partner. Typically, service fees for a program include a fixed fee for a fixed scope of work and may also include payments contingent upon hitting certain technical milestones. If we are able to deliver program results with less work through the use of Codebase assets and/or generative AI tools, then we can achieve the same revenue with lower cost or in a shorter duration. Service fees provide a strong foundation of revenue that is independent of any commercialization efforts by our partners.
Second, as the key enabling technology for our customers’ products, we have historically negotiated a value share with our customers (in the form of royalties, milestones, and/or equity interests) in order to align our economics with the success of the programs enabled by our platform. Because we typically do not incur material downstream costs (e.g., manufacturing or product development, which our customers manage), these value share payments flow through with approximately 100% contribution margin. We have structured a variety of value sharing mechanisms, including royalties, lump-sum milestones, and equity payments. As Ginkgo has matured, we have shifted our downstream value towards milestone payments and commercial royalties rather than equity. In addition, commencing in the second quarter of 2024, we announced changes in prospective commercial terms, including the removal of downstream value share from certain program types.
This flexible business model allows for more predictable near-term revenue in up-front research fees and technical milestones without sacrificing our ability to create long-term value with asymmetric upside through downstream value share (typically in the form of a royalty stream, milestone, and/or equity share). As we add more programs to the platform over time, we expect downstream value share to contribute income, which could in turn grow our overall margins and cash flow profile for our cell engineering solutions. The realization of potential revenue related to downstream value in the form of potential future milestone payments and royalties and/or equity consideration is dependent upon a number of factors, including our ability to successfully develop engineered cells, bioprocesses, data packages, or other deliverables, and the product development and commercialization success of our customers.
Biosecurity
Generating Economic Value Through Cell Programs
Our cell engineering platform is a key enabling technology and source of intellectual property for our customers’ products. We earn Cell Engineering revenue for our R&D services as well as generally through a share of the value of products created using our platform.
We typically structure Cell Engineering revenue to include some combination of the following:
•service fees, which may comprise cash and/or non-cash consideration, in the form of:
◦upfront payments upon consummation of an agreement or other fixed payments that are generally recognized over our period of performance;
◦reimbursement for costs incurred for R&D services;
◦milestone payments upon the achievement of specified technical criteria;
plus, when applicable,
•downstream value share payments in the form of:
◦milestone payments, which may comprise cash and/or non-cash consideration, upon the achievement of specified commercial criteria;
◦royalties on sales of products from or comprising engineered organisms;
◦royalties related to cost of goods sold reductions realized by our customers;
or,
•downstream value share in the form of equity interests in our customer.
◦downstream value share in the form of equity interest appreciation is not recognized as revenue but is expected to contribute to future cash flows upon liquidation, the amount and timing of which is inherently unpredictable.
Customer arrangements which involve non-cash consideration generally fall into two categories: Platform Ventures and Structured Partnerships.
Platform Ventures
Platform Ventures enable Ginkgo to partner with leading multinationals and financial investors to form new ventures in identified market segments with potential to benefit from synthetic biology. In exchange for an equity position in the venture, we contribute license rights to our proprietary cell programming technology and intellectual property, while our partners contribute relevant industry expertise, other resources and venture funding. We also provide R&D services for which we receive cash consideration on a fixed-fee or cost-plus basis.
Structured Partnerships
Structured Partnerships allow Ginkgo to: (i) partner with early stage synthetic biology product companies to adopt our Foundry as their cell programming R&D platform, in which we offer flexible commercial terms on the service fees including the ability to pay a portion or all of such upfront fees in the form of non-cash consideration (convertible financial instruments and/or equity securities), in addition to downstream value share consideration (“Startup Structured Partnership”); and (ii) partner with existing entities with complementary assets for high potential synthetic biology applications in a large-scale, multi-program collaboration (“Legacy Structured Partnership”). In 2024, we did not enter into any new Startup Structured Partnerships. In 2023, we entered into six Startup Structured Partnerships and received prepayments of service fees in the form of equity securities or convertible financial instruments in the amount of $18.9 million that is recognized as revenue over our period of performance.
See Notes 6 and 16 of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details of our investments in and the material terms of our agreements with our Platform Ventures and Structured Partnerships.
We generate Cell Engineering revenue primarily through licenseservice and collaborationlicense agreements,agreements underfor whichour tools and solutions offerings. Under our automation solutions agreements we typically provide services related to the design, build, and deployment of our RAC systems as well as ongoing support services. Datapoints agreements typically include fixed fees for services related to producing a data package for our customers obtainand rightsare toearned over a shorter time period than legacy cell engineering solutions projects. Under our proprietary technology and intellectual property for use in the development and commercialization of engineered organisms and derived products. Under thesesolutions agreements, we typically provide R&D services for cell programming with the goal of producing an engineered cell that meets a mutually agreed specification. Our customers obtain license rights to the output of our services, which are primarily the optimized strains or cell lines, in order to manufacture and commercialize products derived from that licensed strain or cell line. Generally, the terms of these agreements provide that we receive some combination of: (1) service fees in the form of (i) upfront payments upon consummation of the agreement or other fixed payments, (ii) reimbursement for costs incurred for R&D services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (i) milestone payments upon the achievement of specified commercial criteria, (ii) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing agreement and/or (iii) royalties related to cost of goods sold reductions realized by our customers. Royalties did not comprise a material amount of our revenue during any of the periods presented.
Beginning in the second quarter of 2024, we announced changes to the commercial terms applicable to some new customer contracts, including revised intellectual property terms more favorable to customers and, in many cases, the removal of downstream value share from certain program types.
In the third quarter of 2024, we launched several new cell engineering tools offerings, including Datapoints, an AI model API, and lab automation solutions. Datapoints' data generation products provide large, biological datasets for customers to train their AI models, synthesizing and testing the output of customer existing models, and generating datasets for lead selection, hit selection, or a variety of other data science applications. Our model API provides users with access to both publicly available models and Ginkgo’s own protein sequence LLM trained on Ginkgo’s proprietary datasets. Our lab automation solutions combine modular hardware, control software and managed support to provide customers the ability to automate their own lab workflows in house.
There has been no material impact on our revenue recognition policies to date from the announced changes in our new commercial terms and Cell Engineering offerings.
Cell Engineering revenue includeshas historically included transactions with Platform Ventures and Legacy Structured Partnerships where, as part of these transactions,where we received an equity interest in such entities. Specifically related to the Platform Ventures, in these transactions, we received upfront non-cash consideration in the form of common equity interests in these entities, while the Platform Ventures each received cash equity investments from strategic partners and financial investors.instruments that are convertible into equity upon a triggering event. We view the upfront non-cash consideration as prepayments for licenses which will be granted in the future as we complete mutually agreed upon technical development plans. In these instances, we also receive cash consideration for the R&D services performed by us on a fixed fee or cost-plus basis. We are not compensated through additional milestone or royalty payments under these arrangements. Our transactions with Genomatica and Synlogic included the purchase of equity securities and the provision of R&D services. As we perform R&D services under the mutually agreed upon development plans, we recognize a reduction in the prefunded obligation on a cost-plus basis. TheseIn arrangementssome are further described in Notes 6, 7, 16 and 20 of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.Cell Engineering revenue also includes transactions with Startup Structured Partnerships where, as part of these transactions,cases we received upfront non-cash consideration in the form of current equity interests or financial instruments that are convertible into equity upon a triggering event. We issued the customer a prepaid Cell Engineering services credit in exchange for the upfront non-cash consideration, which can and has been drawn down as payment for R&D services performed under mutually agreed upon development plans. These arrangements are further described in Notes 7, 8, and 17 of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K..
As Ginkgo has matured, we have shifted our downstream value towards milestone payments and commercial royalties rather than equity. In addition, commencing in the second quarter of 2024, we announced changes in prospective commercial terms, including the removal of downstream value share from certain program types.
We offer biosecurity services through our two core offerings: Canopy and Horizon. We are currently offering biomonitoring and bioinformatics support services domestically through our partnerships with the CDC and XpresCheck, and internationally through our international programs, including those in Qatar and Ukraine.internationally. We are also engaged in a series of smaller partnerships that generate revenues through biosecurity services and R&D.
We generate service revenue through the sale of our end-to-end biomonitoring and bioinformatics support services. These service offerings generally consist of goods and services including, but not limited to, sample collection, sample storage and transportation, outsourced laboratory analysis, access to results reported through a web-based portal, analytical reporting of results, and overall program management. Prior to 2024, we generated product revenue by selling lateral flow assay (“LFA”) diagnostic test kits, polymerase chain reaction (“PCR”) sample collection kits, and pooled test kits associated with COVID-19 tests to customers on a standalone basis.
In general, these agreements stipulate that we are entitled to compensation for service revenue as services are performed, and for product revenue, prior to 2024, upon delivery of diagnostic test kits.revenue. The timing of revenue recognition depends on the identified performance obligations but is generally recognized over time or as results are reported to the customer.
Cost of Biosecurity Product Revenue
Prior to 2024, the cost of Biosecurity product revenue consisted of costs associated with the sale of diagnostic and sample collection test kits, which included costs incurred to purchase test kits from third parties.
•development, operation, expansion and enhancement of our Foundry and Codebase; and
•costs incurred to deliver our end-to-end cell engineering solutions offering to customers; andcustomers.
•development of new offerings, such as Biosecurity.
We expense R&D expenses as incurred. We experienced lower R&D costs in 20242025 compared to 20232024 primarily due to our restructuring plan announced and commenced in the second quarter of 2024 as we rationalize our current development programs and prioritize our investments in our Foundry, Codebase, AI and newtools offerings. We expect that our R&D expenses will either remain consistent or decline in 20252026 as compared to 2024,2025, reflecting the stabilization of our operational overhead and the impact of our restructuring actions. However, our R&D expenses could increase in 20252026 due to employeecontinued incentiveinvestment programsin offeredour ortools additional costs and expenses arising from these restructuring actions.offerings. The nature, timing, and estimated costs required to support our growth will be dependent on advances in technology, our ability to attract new customers, and the rate of market penetration within our existing customer industries.
We experienced lower G&A costs in 20242025 compared to 20232024 primarily due to our restructuring plan announced and commenced in the second quarter of 2024, as we began reducing our operational overhead. We expect that our G&A expenses will either remain consistent or decline in 20252026 as compared to 2024,2025, reflecting the stabilization of our operational overhead and the impact of our restructuring actions. However, our G&A expenses could increase in 2025 due to employee incentive programs offered or additional costs and expenses arising from these restructuring actions. Conversely, we intend to maintain a strategic and opportunistic approach regarding inorganic G&A expenses arising from mergers, acquisitions, and other inorganic growth initiatives.
In the second quarter of 2024, we fully impaired the goodwill attributable to our Cell Engineering reporting unit. Refer to further discussion within “Critical Accounting Estimates”.
Restructuring charges are related to our restructuring plan, which was announced and commenced in the second quarter of 2024. These charges primarily include severance and other employee termination costs from a reduction in force that commenced in June 2024, as well as the impairment of a right-of-use asset due to the subleasing of a facility as part of real estate consolidation. Reductions in force are expected to bewere substantially completed in 2025, subject to compliance with applicable laws.2025. While wethe aimcompany to completecompleted the majority of our facility consolidation actions in 2025, thewe actualcontinue timingto maylook vary,for especiallyopportunities for subleasing unused or underutilized facilities, which maywill extend beyond 20252026 or may not occur prior to termination of such lease, depending on market conditions. Additionally, restructuring expenses related to potential asset impairments or contract amendments or terminations for any facilities no longer in use or underutilized could be material.
Interest income consists primarily of interest earned on our cash, cash equivalents, and cashmarketable equivalents.debt securities.
Loss on Equity Method Investments
Loss on equity method investments includes our share of losses from certain of our equity method investments under the hypothetical liquidation at book value (“HLBV”) method.
Other (Expense) Income, Net
Other (expense) income, net primarily consists of sublease rent income and changes in fair value of notes receivable that we elected to account for under the fair value option.
As of December 31, 2024,2025, we had federal net operating loss carryforwards of approximately $1.2$1.8 billion, of which $139.2 million will begin to expire in 2029 and $1.1$1.6 billion can be carried forward indefinitely. As of December 31, 2024,2025, we had state net operating loss carryforwards of approximately $1.2$1.5 billion, of which $991.7$1.2 millionbillion will begin to expire in 2030 and $162.3$257.5 million can be carried forward indefinitely. As of December 31, 2024,2025, we had federal research and development tax credit carryforwards of approximately $37.7$38.8 million, which will begin to expire in 2029. As of December 31, 2024,2025, we also had state research and development and investment tax credit carryforwards of approximately $30.2$31.4 million, which will begin to expire in 2030. The Company also had $3.9 million of foreign net operating losses as of December 31, 2025, of which $1.5 million will begin to expire in 2034 and $2.4 million can be carried forward indefinitely.
What changed in the latest 10-Q
Risk Factors
An investment in our securities involves a high degree of risk. You should carefully consider the risk factors that appear in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report, before making an investment decision. Our business, prospects, financial condition or operating results could decline due to any of these risks and, as a result, you may lose all or part of your investment. There have been no material changes to the risk factors that appear in our 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Gain (Loss) on Investments”
New heading “Loss on Equity Method Investment”
New heading “Gain (Loss) on Investments”
New heading “Other Income (Expense), Net”
Removed heading “Loss on Investments”
Removed heading “Other Expense, Net”
Largest changes
“Gain on investments was $0.8 million and a loss of $3.9 million for the six months ended June 30, 2026 and June 30, 2025, respectively. The change was primarily driven by gains on our marketable equity investments in the second quarter of 2026 and higher impairment losses on our non-marketable equity investments in privately held companies in 2025. We assess our non-marketable equity investments quarterly for potential impairment and remeasure them to fair value when events or changes in circumstances indicate that their carrying value may not be recoverable.”see in full comparison
“Loss on investments was $1.2 million and $3.7 million for the three months ended March 31, 2026 and 2025, respectively. The change was primarily driven by lower impairment losses on our non-marketable equity investments in privately held companies. We assess our non-marketable equity investments quarterly for potential impairment and remeasure them to fair value when events or changes in circumstances indicate that their carrying value may not be recoverable.”see in full comparison
Full comparison: every changed paragraph (51)
Second, as the key enabling technology for our customers’ products, we have historically negotiated a value share with our customers (in the form of royalties, milestones, and/or equity interests) in order to align our economics with the success of the programs enabled by our platform. Because we typically do not incur material downstream costs (e.g., manufacturing or product development, which our customers manage), these value share payments flow through with approximatelyminimal 100%incremental contribution margin.costs. We have structured a variety of value sharing mechanisms, including royalties, lump-sum milestones, and equity payments. As Ginkgo has matured, we have shifted our downstream value towards milestone payments and commercial royalties rather than equity. In addition, commencing in the second quarter of 2024, we announced changes in prospective commercial terms, including the removal of downstream value share from certain program types.
On FebruaryApril 26,3, 2026, the Company entered intocompleted a definitive agreement for the saledivestiture of its Biosecurity business, which was previously reported as a separate segment. The Biosecurity Divestiture was completed on April 3, 2026segment, whereby the Purchaser issued to the Company shares of common equity of the Purchaser representing a minority interest in the Purchaser in exchange for substantially all of the Company’s operations comprising its Biosecurity business (see Note 2 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details).
The Company is presenting the financial results for the former Biosecurity business within discontinued operations for all periods presented within its accompanying condensed consolidated statements of operations and cash flows and the accompanying condensed consolidated balance sheetssheet as of March 31, 2026 and December 31, 2025 reflect the transferred Biosecurity assets as held for sale. Prior to the Biosecurity Divestiture, the Biosecurity business provided services to government customers working to identify, monitor, prevent and mitigate biological threats.
We expense R&D costs as incurred. Our R&D expenses were lower in the first quarterhalf of 2026 compared to the first quarterhalf of 2025, primarily due to our restructuring plan announced and commenced in the second quarter of 2024 as we rationalized our current development programs and prioritize our investments in our tools offerings. We expect that our R&D expenses will either remain consistent or decline in 2026 as compared to 2025, reflecting the stabilization of our operational overhead and the impact of our restructuring actions. However, our R&D expenses could increase in 2026 due to continued investment in our tools offerings. The nature, timing, and estimated costs required to support our growth will be dependent on advances in technology, our ability to attract new customers, and the rate of market penetration within our existing customer industries.
Our G&A expenses were lower in the first quarterhalf of 2026 compared to the first quarterhalf of 2025, primarily due to our restructuring plan announced and commenced in the second quarter of 2024, as we reduced our operational overhead. We expect that our G&A expenses will either remain consistent or decline in 2026 as compared to 2025, reflecting the stabilization of our operational overhead and the impact of our restructuring actions. However, our G&A expenses could increase in 2026 due to employee incentive programs offered. Conversely, we intend to maintain a strategic and opportunistic approach regarding inorganic G&A expenses arising from mergers, acquisitions, divestitures, and other inorganic growth initiatives.
Loss on InvestmentsEquity Method Investment
Loss on equity method investments includes our share of losses from our equity method investment in Perimeter Systems, Inc.
Gain (Loss) on Investments
Gain (Loss) on investments includes the change in fair value of our marketable equity securities in publicly traded companies and impairment losses recognized on non-marketable equity securities in privately held companies.
Other expense,income (expense), net primarily consists of changes in the fair value of notes receivable that we elected to account for under the fair value option.
Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025
Revenue was $20.2 million for the three months ended June 30, 2026, compared to $39.1 million for the three months ended June 30, 2025, a decrease of $19.0 million. This decrease was primarily due to a decrease in the scope of services provided to a large enterprise customer in the agriculture industry and decrease in programs with large enterprise customers primarily in the pharmaceutical and biotechnology industries.
Revenue was $19.5$39.6 million for the threesix months ended MarchJune 31,30, 2026, compared to $38.2$77.4 million for the threesix months ended MarchJune 31,30, 2025, a decrease of $18.8$37.7 million. This decrease was primarily due to the recognition of $7.5 million in non-cash revenue from the release of a deferred revenue balance associated with the terminated BiomEdit, Inc. (“BiomEdit”) contract in the first quarter of 2025 (see Note 15 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and2025, a decrease in the scope of services provided to a large enterprise customer in the agriculture industry.industry, and decrease in programs with large enterprise customers primarily in the pharmaceutical and biotechnology industries.
As discussed above in Components of Results of Operations, Cell Engineering revenue comprises both cash and non-cash consideration. Revenue recognized relating to non-cash consideration decreased from $8.7$1.2 million for the three months ended MarchJune 31,30, 2025 to $0.5$0.8 million for the three months ended MarchJune 31,30, 2026, and from $9.9 million for the six months ended June 30, 2025 to $1.3 million for the six months ended June 30, 2026, primarily due to lower non-cash revenue from other customers, and the recognition of $7.5 million in non-cash revenue from the release of the deferred revenue balance associated with the terminated BiomEdit contract in the first quarter of 2025.
The cost of other revenue was $3.1$1.7 million for the three months ended MarchJune 31,30, 2026, compared to $4.1$5.4 million for the three months ended MarchJune 31,30, 2025, a decrease of $1.0$3.7 million. This decrease was primarily due to reductions in direct equipment expenses incurred for lab automation solutions customers.
The cost of other revenue was $4.8 million for the six months ended June 30, 2026, compared to $9.5 million for the six months ended June 30, 2025, a decrease of $4.7 million. This decrease was primarily due to reductions in direct equipment expenses incurred for lab automation solutions customers.
Our research and development expenses principally relate to the development of new offerings and the operation, expansion and enhancement of our existing service offerings utilizing our proprietary platform to our cell engineering customers. Research personnel costs, including stock-based compensation, is our largest expense, totaling $23.3$17.9 million and $30.7$23.7 million for the three months ended MarchJune 31,30, 2026 and June 30, 2025, respectively and $41.5 million and $54.4 million for the six months ended June 30, 2026 and June 30, 2025, respectively. Our remaining research and development costs are comprised primarily of rent and related facilities costs, information technology costs, depreciation pertaining to facilities and equipment, laboratory consumables, contract services, and routine costs and fees.
Research and development expenses were $49.9$46.2 million for the three months ended MarchJune 31,30, 2026, compared to $70.9$53.4 million for the three months ended MarchJune 31,30, 2025, a decrease of $21.0$7.2 million. This decrease was primarily driven by reductions of $9.4 million in contract research expenses, $6.9 million in personnel-related compensation and benefits expenses, $2.6 million in rent and facilities expenses, $1.9 million in depreciation and amortization, $1.8 million in information technology expenses, and $1.5$4.8 million in stock-based compensation expense (inclusive of employer payroll taxes)., $4.4 million in personnel-related compensation and benefits expenses, and $3.0 million in depreciation and amortization. These decreases were partially offset by an increase of $1.9$4.3 million in allocated overhead expenses, $0.9 million in equipment expenses,expenses and $0.3$0.7 million in other operating expenses.
Research and development expenses were $96.1 million for the six months ended June 30, 2026, compared to $124.3 million for the six months ended June 30, 2025, a decrease of $28.2 million. This decrease was primarily driven by reductions of $13.7 million in personnel-related compensation and benefits expenses, $9.8 million outside services, $5.9 million in stock-based compensation expense (inclusive of employer payroll taxes), $4.9 million in depreciation and amortization, and $0.2 million in other operating expenses. These decreases were partially offset by an increase of $6.3 million in allocated overhead expenses.
General and administrative expenses were $37.8$30.8 million for the three months ended MarchJune 31,30, 2026, compared to $39.7$35.0 million for the three months ended MarchJune 31,30, 2025, a decrease of $1.9$4.2 million. This decrease was primarily driven by reductions of $4.4$6.2 million in stock-based compensation expense (inclusive of employer payroll taxes) and $3.1 million in personnel-related compensation and benefits expenses and $1.3 million in other operating expenses. These decreases were partially offset by an increaseincreases of $3.8$2.9 million in earnout remeasurement, $2.0 million in rent and facilities expenses, and $0.2 million in other operating expenses.
General and administrative expenses were $68.6 million for the six months ended June 30, 2026, compared to $74.7 million for the six months ended June 30, 2025, a decrease of $6.1 million. This decrease was primarily driven by reductions of $8.9 million in personnel-related compensation and benefits expenses, $6.1 million in stock-based compensation expense (inclusive of employer payroll taxes), and $1.1 million in other operating expenses. These decreases were partially offset by increases of $5.8 million in rent and facilities expenses and $4.2 million in earnout remeasurement.
Restructuring charges were zero and $4.5$3.6 million for the three months ended MarchJune 31,30, 2026 and June 30, 2025, respectively, and zero and $8.0 million for the six months ended June 30, 2026 and June 30, 2025, respectively. Restructuring charges relate to our restructuring plan, which was announced and commenced in the second quarter of 2024 and substantially concluded in the fourth quarter of 2025. These charges primarily consisted of employee termination costs from the reduction in force. See Note 3 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details.
Interest income, net was $3.6$3.2 million for the three months ended MarchJune 31,30, 2026, compared to $6.1 million for the three months ended MarchJune 31,30, 2025, a decrease of $2.5$2.9 million primarily due to lower average cash balances invested in money market funds and marketable debt securities.
Loss on Investments
Loss on investments was $1.2 million and $3.7 million for the three months ended March 31, 2026 and 2025, respectively. The change was primarily driven by lower impairment losses on our non-marketable equity investments in privately held companies. We assess our non-marketable equity investments quarterly for potential impairment and remeasure them to fair value when events or changes in circumstances indicate that their carrying value may not be recoverable.
Other Expense, Net
WeInterest recorded aincome, net otherwas expense amount of $7.1$6.8 million for the threesix months ended MarchJune 31,30, 2026, compared to a net other expense amount of $4.6$12.2 million for the threesix months ended MarchJune 31,30, 2025, a decrease of $2.5$5.3 million. This increase wasmillion primarily due to losseslower onaverage thecash changebalances invested in fairmoney valuemarket of a note receivable accounted for under the fair value option recorded in 2026funds and 2025.marketable debt securities.
Loss on Equity Method Investment
Loss on equity method investment includes our share of losses from our equity method investment in Perimeter Systems, Inc.
Gain (Loss) on Investments
Gain on investments was $2.0 million and a loss of $0.2 million for the three months ended June 30, 2026 and June 30, 2025, respectively. The change was primarily driven by gains on our marketable equity investments in the second quarter of 2026.
Gain on investments was $0.8 million and a loss of $3.9 million for the six months ended June 30, 2026 and June 30, 2025, respectively. The change was primarily driven by gains on our marketable equity investments in the second quarter of 2026 and higher impairment losses on our non-marketable equity investments in privately held companies in 2025. We assess our non-marketable equity investments quarterly for potential impairment and remeasure them to fair value when events or changes in circumstances indicate that their carrying value may not be recoverable.
Other Income (Expense), Net
We recorded net other income of $0.8 million for the three months ended June 30, 2026, compared to net other expense of $1.2 million for the three months ended June 30, 2025, a decrease of $2.0 million. This increase was primarily due to increased sales of excess equipment.
We recorded net other expense of $6.3 million for the six months ended June 30, 2026, compared to net other expense of $5.8 million for the six months ended June 30, 2025, a decrease of $0.5 million. This increase was primarily due to losses on the change in fair value of a note receivable accounted for under the fair value option recorded in 2026 and 2025.
We define Adjusted EBITDA as EBITDA adjusted for stock-based compensation expense, gain or loss on equity method investments, gain or loss on investments, change in fair value of warrant liabilities, gain or loss on deconsolidation of subsidiaries, transaction and integration costs associated with planned, completed or terminated mergersmergers, acquisitions, and acquisitions,divestitures, including related litigation costs, restructuring and impairment charges (inclusive of impairments of goodwill and long-lived assets), and certain other income and expenses. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends because it eliminates the effect of financing activities, investing activities, and certain non-cash charges and other items that are not related to our core operating performance or affect comparability period over period.
(1)All periods include non-cash revenue when earned, including $7.5 million recognized in the threesix months ended March 31, 2025, pursuant to the release of deferred revenue related to the mutual termination of a customer agreement.
(2)Includes $0.9$0.4 million and $0.4$0.2 million in employer payroll taxes for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Includes $1.3 million and $0.5 million in employer payroll taxes for the six months ended June 30, 2026 and 2025, respectively.
(4)Represents transaction and integration costs directly related to mergersmergers, acquisitions, and acquisitions,divestitures, including: (i) legal, consulting, and accounting fees associated with acquisitions; (ii) post-acquisition employee retention bonuses; (iii) (gain)/loss from changes in the fair value of contingent consideration liabilities resulting from acquisitions; and (iv) securities litigation costs. Not included in this adjustment are acquired in-process research and development expenses, which totaled zero for both the three and six months ended MarchJune 31,30, 2026 and June 30, 2025, respectively.
As of MarchJune 31,30, 2026, we had cash and cash equivalents and marketable securities of $373.5$302.2 million, which we believe will be sufficient to enable us to fund our projected operations through at least the next 12 months from the date of filing of this Quarterly Report on Form 10-Q.
On August 7, 2025, we filed a universal shelf registration statement on Form S-3, which was declared effective by the SEC on August 14, 2025, on which we registered for sale up to $500 million of any combination of our Class A common stock, preferred stock, warrants, and/or units from time to time and at prices and on terms that we may determine. On September 4, 2025, the Company entered into the Sales Agreement with Allen, who is acting as the Agent, pursuant to which the Company may sell shares of its Class A common stock from time to time at prices and on terms determined by market conditions at the time of offering, up to an aggregate offering price of $100.0 million through or directly to the Agent in one or more ATM offerings. Since inception of the Sales Agreement through MarchJune 31,30, 2026, the Company has issued 1.93.7 million shares of Class A common stock under the Sales Agreement for net proceeds of $18.1$34.6 million. We currently intend to use the net proceeds from this offering for general corporate purposes, which may include, but are not limited to, financing our operations, technology development, working capital and capital expenditures.
Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 consisted of a net loss from continuing operations of $76.1$133.4 million, adjusted for net change in operating assets and liabilities of $14.2$27.3 million and non-cash charges of $43.8$72.1 million. The net change in operating assets and liabilities was primarily due to (i) a $11.6$10.7 million decrease in operating lease liabilities from rent payments, (ii) a $7.7 million decrease in accounts payable, accrued expenses and other current liabilities primarily due to a payment associated with a minimum purchase obligation, (iiiii) a $5.0$6.1 million decrease in operatingother leasenon-current liabilities fromprimarily rentdue payments,to a payment associated with a minimum purchase obligation, (iiiiv) a $2.6$5.6 million decrease in deferred revenue primarily from the recognition of previously deferred revenue, partially offset by (ivv) a $5.9$3.5 million decrease in prepaidaccounts expensesreceivable anddue otherto currenttiming assets.of customer billings. Non-cash adjustments primarily consisted of $15.9$25.1 million of depreciation and amortization, $23.4 million of stock-based compensation expense, $12.8 million of depreciation and amortization, $7.1$13.3 million non-cash lease expense, a $6.8 million change in fair values of various assets and liabilities, and a $1.2$4.7 million loss on our equity method investment in Perimeter, and a $0.8 million gain on investments.
Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 consisted of a net loss from continuing operations of $83.3$136.5 million, adjusted for net change in operating assets and liabilities of $6.9$30.9 million and non-cash charges of $47.4$86.2 million. The net change in operating assets and liabilities was primarily due to (i) a $13.2$24 million decrease in deferred revenue primarily from a one-time releasereleases of a deferred revenue balancebalances associated with a terminated customer contract,contracts and the recognition of previously deferred revenue, (ii) a $4.8$11.6 million decrease in operating lease liabilities from rent payments, partially offset by (iii) a $3.8 million decrease in operating lease right-of-use assets from lease incentives received, (iv) a $8.9$3.3 million increase in accounts payable, accrued expenses and other current liabilities primarily due to a loss accrual associated with a minimum purchase obligation under a supplier agreement, and (v) a $3.7$2.2 million decrease in operatingaccounts leasereceivable right-of-usedue assetsto fromtiming leaseof incentivescustomer received.billings. Non-cash adjustments primarily consisted of $17.4$36.2 million of stock-based compensation expense, $14.8$30.1 million of depreciation and amortization, $7.4$14.9 million non-cash lease expense, a $4.0$1.1 million change in fair values of various assets and liabilities, and a $3.7$4.0 million loss on investments.
Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 consisted of a net lossincome from discontinued operations of $6.5$4.1 million, adjusted for net change in operating assets and liabilities of $3.8$0.2 million and non-cash charges of $2.5$6.6 million. The net change in operating assets and liabilities was primarily due to (i) a $4.2$7.8 million decrease in accounts receivable due to timingcollections of customer billings, (ii) a $1.3 million increase in deferred revenue, partially offset by (iiiii) $1.9$8.1 million decrease in accounts payable, accrued expenses and other current liabilities. Non-cash adjustments primarily consisted of $2.0a $24.5 million gain on deconsolidation recorded upon the closing of the sale of the Biosecurity business (see Note 2 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q), $17.3 million of stock-based compensation expenseexpense, and $0.6 million of depreciation and amortization.
Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 consisted of a net loss from discontinued operations of $7.6$14.8 million, adjusted for net change in operating assets and liabilities of $4.7$3.3 million and non-cash charges of $3.6$7.6 million. The net change in operating assets and liabilities was primarily due to (i) a $4.0$2.6 million increase in accounts receivable due to timing of customer billings, (ii) a $2.5$1.8 million decrease in accounts payable, accrued expenses and other current liabilities, partially offset by (iii) a $1.0$0.8 million decrease in prepaid expenses and other current assets, and (iv) a $0.7$0.3 million increase in deferred revenue. Non-cash adjustments primarily consisted of $3.0$6.5 million of stock-based compensation expense and $0.5$1.1 million of depreciation and amortization.
Net cash used in investing activities for the three months ended March 31, 2026 primarily consisted of purchases of marketable debt securities of $83.2 million and maturities of marketable debt securities of $108.2 million.
Net cash usedprovided inby investing activities for the threesix months ended MarchJune 31,30, 20252026 primarily consisted of purchases of marketable debt securities of $191.2$127.4 millionmillion, maturities of marketable debt securities of $166.2 million, and purchases of property and equipment of $7.6$4.6 million primarily related to the build-outbuild out of new office and laboratory space near our headquarters.Autonomous Lab.
Net cash used in investing activities for the six months ended June 30, 2025 primarily consisted of purchases of marketable debt securities of $320.1 million, maturities of marketable debt securities of $65.0 million, and purchases of property and equipment of $7.7 million related to the build-out of new office and laboratory space near our headquarters.
Net cash used in financing activities for the three months ended March 31, 2026 consisted of principal payments on finance leases.
Net cash usedprovided inby financing activities for the threesix months ended MarchJune 31,30, 20252026 primarily consisted of principal$16.5 paymentsmillion onin financenet leases.proceeds from the ATM offering.
Net cash used in financing activities for the six months ended June 30, 2025 primarily consisted of principal payments on finance leases.
DNA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 9 filings (4 insiders, 8 trade dates, 291,741 shares, about $1.9M). Net open-market shares: -291,741 (purchases minus sales); net value about -$1.9M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Coen Steven P. |
Open-market sale | 2,403 | $15.00 | $36.0K |
| 2026-09-15 | Henry Christian O |
Open-market sale | 5,000 | $7.08 | $35.4K |
| 2026-08-24 | Coen Steven P. |
Open-market sale | 330 | $6.98 | $2.3K |
| 2026-08-21 | Coen Steven P. |
Option exercise | 587 | — | — |
| 2026-08-21 | Coen Steven P. |
Option exercise | 156 | — | — |
| 2026-07-17 | Coen Steven P. |
Open-market sale | 752 | $7.90 | $5.9K |
| 2026-07-16 | Coen Steven P. |
Option exercise | 312 | — | — |
| 2026-07-16 | Coen Steven P. |
Option exercise | 1,174 | — | — |
| 2026-05-22 | Coen Steven P. |
Open-market sale | 307 | $8.33 | $2.6K |
| 2026-05-21 | Coen Steven P. |
Option exercise | 156 | — | — |
| 2026-05-21 | Coen Steven P. |
Option exercise | 587 | — | — |
| 2026-04-17 | Coen Steven P. |
Open-market sale | 324 | $7.95 | $2.6K |
| 2026-04-16 | Coen Steven P. |
Option exercise | 587 | — | — |
| 2026-04-16 | Coen Steven P. |
Option exercise | 156 | — | — |
| 2026-04-13 | Coen Steven P. |
Open-market sale | 33,171 | $6.41 | $212.6K |
| 2026-04-10 | Coen Steven P. |
Option exercise | 45,553 | — | — |
| 2026-04-10 | Coen Steven P. |
Option exercise | 28,368 | — | — |
| 2026-04-10 | Canton Barry |
Open-market sale | 124,727 | $6.43 | $802.0K |
| 2026-04-10 | Shetty Reshma P. |
Open-market sale | 124,727 | $6.43 | $802.0K |
| 2026-04-09 | Canton Barry |
Option exercise | 251,786 | — | — |
| 2026-04-09 | Shetty Reshma P. |
Option exercise | 251,786 | — | — |
Well-known investors holding DNA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Viking Global Investors (Andreas Halvorsen) | 2026-06-30 | 3,577,128 | $35.4M | 0.1% | No change |
| Baillie Gifford | 2026-06-30 | 2,391,649 | $23.7M | 0.02% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 638,676 | $6.3M | 0.0% | Added 31% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 621,625 | $6.2M | 0.0% | Added 111% |
| Renaissance Technologies | 2026-06-30 | 539,856 | $5.3M | 0.01% | Added 437% |
| D. E. Shaw & Co. | 2026-06-30 | 151,356 | $1.5M | 0.0% | Added 457% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 130,935 | $1.3M | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 60,454 | $599.1K | 0.0% | Reduced 5% |