Ginkgo Bioworks Holdings, Inc. 8-K

What Happened

• On February 26, 2026, Ginkgo Bioworks, Inc. (a wholly owned subsidiary of Ginkgo Bioworks Holdings, Inc.) entered a Stock Purchase Agreement to contribute all issued and outstanding equity of Ginkgo Biosecurity, LLC (the Company’s Biosecurity segment) to Tower Biosecurity, Inc.
• In return, Tower Biosecurity will issue to Ginkgo shares representing approximately 20% of Tower’s issued and outstanding equity on a fully diluted basis. The company expects to complete the transaction in the first half of 2026, subject to customary closing conditions.

Key Details

• Agreement date: February 26, 2026.
• Parties: Seller — Ginkgo Bioworks, Inc.; Purchaser — Tower Biosecurity, Inc.; target — Ginkgo Biosecurity, LLC.
• Consideration: equity in purchaser equal to ~20% of Tower Biosecurity on a fully diluted basis (no cash consideration disclosed).
• Timing/conditions: expected close in H1 2026, subject to satisfaction or waiver of customary closing conditions; filing includes stock purchase agreement as Exhibit 1.1.

Why It Matters

• This is a material divestiture: Ginkgo is transferring substantially all operations that made up its Biosecurity segment and will instead hold an equity stake in the buyer, changing how that business will appear in Ginkgo’s future results.
• Investors should note the deal is stock-for-business (not a cash sale) and remains subject to closing conditions and the usual forward‑looking risks disclosed in the filing.
• Monitor future filings for closing confirmation, any details on how the transaction affects Ginkgo’s consolidated financials, and disclosures about the value or dilution impact of the Tower Biosecurity shares.