Kelly Jason R 4
4 · Ginkgo Bioworks Holdings, Inc. · Filed Apr 10, 2026
Research Summary
AI-generated summary of this filing
Ginkgo (DNA) CEO Jason Kelly Exercises PSUs, Sells Shares
What Happened Jason R. Kelly (CEO & Founder) had performance-based restricted stock units (PSUs) vest and convert into 425,898 shares of Ginkgo Class A common stock (two tranches of 212,949 shares on Apr 7 and Apr 8, 2026). Following the conversions, Kelly sold 97,015 shares on Apr 8 at $6.93 ($672,314) and 109,767 shares on Apr 9 at $6.40 ($702,179), for total proceeds of $1,374,493. The underlying PSUs were granted on June 19, 2025 (635,670 PSUs) and vested at 67% of target performance.
Key Details
- Transaction dates & prices:
- Apr 7, 2026: Conversion of 212,949 PSUs → shares (reported as derivative exercise/conversion, code M)
- Apr 8, 2026: Conversion of 212,949 PSUs → shares (code M)
- Apr 8, 2026: Sale of 97,015 shares @ $6.93 (proceeds $672,314)
- Apr 9, 2026: Sale of 109,767 shares @ $6.40 (proceeds $702,179)
- Total shares converted: 425,898 (67% of 635,670 PSUs granted June 19, 2025)
- Total shares sold: 206,782; total reported proceeds: $1,374,493
- Sales were "sell to cover" tax-withholding (footnote F2) — not discretionary market trades
- Form 4 filed Apr 10, 2026; transactions occurred Apr 7–9, 2026 — filing appears timely under the two-business-day rule
- Shares owned after the transactions are not specified in the excerpt provided
Context The derivative entries reflect PSUs (performance-based awards) converting into one share per PSU (footnote F1/F3). The subsequent open-market sales were used to satisfy tax withholding obligations required at vesting (common "sell-to-cover" treatment), which typically do not indicate a deliberate directional bet by the insider.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
[F1]2026-04-07+212,949→ 310,316 total - Exercise/Conversion
Class A Common Stock
[F1]2026-04-08+212,949→ 523,265 total - Sale
Class A Common Stock
[F2]2026-04-08$6.93/sh−97,015$672,314→ 426,250 total - Sale
Class A Common Stock
[F2]2026-04-09$6.40/sh−109,767$702,179→ 316,483 total - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F3]2026-04-07−212,949→ 212,949 total→ Class A Common Stock (212,949 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F3]2026-04-08−212,949→ 0 total→ Class A Common Stock (212,949 underlying)
Footnotes (3)
- [F1]Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- [F2]Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs. Sales to cover tax withholding obligations in connection with the vesting of such securities do not represent discretionary trades by the Reporting Person. The Issuer's equity incentive plans allow the Issuer to require that satisfaction of tax withholding obligations be funded by a "sell to cover" transaction.
- [F3]On June 19, 2025, the Reporting Person was granted 635,670 PSUs based on a company-wide cash flow reduction target over a one-year period beginning on January 1, 2025 and ending on December 31, 2025. The total number of vested PSUs distributed by Issuer on April 7, 2026 and April 8, 2026 in the form of Class A Common Stock reflects actual performance equal to 67% of target performance, as certified by the Compensation Committee of the Board of Directors.