Kelly Jason R 4

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.