Ginkgo Bioworks Holdings, Inc. 8-K

What Happened

• On April 3, 2026 Ginkgo Bioworks, Inc. (a wholly owned subsidiary of Ginkgo Bioworks Holdings, Inc.) completed a Stock Purchase Agreement (dated Feb 26, 2026) to transfer all issued and outstanding equity of Ginkgo Biosecurity, LLC — substantially all of the Company’s Biosecurity segment — to Tower Biosecurity, Inc. (also known as Perimeter Systems, Inc.).
• In exchange the Seller received shares of the purchaser representing approximately 20% of the purchaser’s issued and outstanding equity on a fully diluted basis. The Company filed an 8‑K reporting the closing and included unaudited pro forma financial information.

Key Details

• Transaction closing date: April 3, 2026. Purchase Agreement dated: February 26, 2026.
• Buyer: Tower Biosecurity, Inc. (aka Perimeter Systems, Inc.). Entity sold: Ginkgo Biosecurity, LLC.
• Consideration: equity only — shares representing ~20% of the purchaser on a fully diluted basis (no cash proceeds disclosed in this 8‑K).
• Accounting impact: Ginkgo met ASC 205‑20 criteria and is classifying the Biosecurity segment as discontinued operations.
• Financial disclosures: unaudited pro forma condensed consolidated balance sheet as of Dec 31, 2025, and unaudited pro forma statements of operations for years ended Dec 31, 2025, 2024 and 2023 (prepared as if the transaction occurred Jan 1, 2023) filed as Exhibit 99.1.

Why It Matters

• The sale removes the Biosecurity segment from Ginkgo’s continuing operations and changes how historical and future results are presented (discontinued operations and pro forma reporting). Investors should use the pro forma statements to assess Ginkgo’s ongoing business performance.
• Receiving equity in the purchaser means Ginkgo retains potential upside tied to the buyer rather than receiving cash proceeds; this affects the company’s reported assets and future exposure to the buyer’s performance.
• Review the filed pro forma financial statements (Exhibit 99.1) and the original Purchase Agreement disclosure (prior 8‑K) for details on the financial impact, comparability of past results, and any contingent considerations.