10-K: Ginkgo Bioworks Reports Reduced Losses Amid Revenue Decline and Strategic Restructuring

Sentiment:

Annual Report 26 February 2026 4:34 PM

📋All filings for Ginkgo Bioworks Holdings, INC

Ginkgo Bioworks Holdings, Inc. reported a significant reduction in its net loss for 2025, reaching $(312.8) million, despite a decrease in total revenue to $170.2 million, as the company continues its strategic restructuring and focuses on its core cell engineering platform.

Delay expectedThe company continues to look for opportunities for subleasing unused or underutilized facilities, which will extend beyond 2026 or may not occur prior to termination of such leases, depending on market conditions.A $47.0 million surety bond required for a U.S. Government National Laboratory contract will be restricted until 2029, delaying access to these funds.

Capital raiseThe company filed a universal shelf registration statement on Form S-3 on August 7, 2025, for the sale of up to $500 million of securities.Entered into a Sales Agreement on September 4, 2025, for an at-the-market (ATM) offering, through which it has issued 1.9 million shares of Class A common stock for net proceeds of $18.1 million by December 31, 2025.The company explicitly states, 'We may need substantial additional capital in the future in order to fund our business.'

Worse than expectedTotal revenue decreased by $56.9 million (25%) year-over-year, indicating a significant decline in business activity.Both Cell Engineering and Biosecurity segments experienced revenue declines.The company continues to incur substantial net losses, with an accumulated deficit growing to over $6.1 billion, despite a reduction in the magnitude of the loss due to cost-cutting measures.

Summary

Ginkgo Bioworks Holdings, Inc. reported a net loss of $(312.8) million for the fiscal year ended December 31, 2025, an improvement from $(547.0) million in 2024.
Total revenue decreased to $170.2 million in 2025 from $227.0 million in 2024.
Cell Engineering revenue declined by $41.2 million to $132.7 million in 2025, primarily due to lower non-cash revenue from terminated contracts.
Biosecurity revenue decreased by $15.7 million to $37.4 million in 2025, mainly due to reduced programs with the U.S. and a foreign government.
Research and development (R&D) expenses decreased by $180.3 million to $243.8 million in 2025, largely due to workforce reductions and rationalization of development programs.
General and administrative (G&A) expenses decreased by $62.9 million to $183.3 million in 2025, also driven by restructuring efforts.
The company completed the majority of its workforce reductions in 2025 as part of a restructuring plan commenced in Q2 2024.
A material weakness in internal controls over financial reporting identified in 2023 was remediated as of December 31, 2024.
Ginkgo entered into a definitive agreement to sell substantially all of its Biosecurity segment operations to Tower Biosecurity Holdings, Inc. in exchange for approximately 20% equity interest, with closing expected in H1 2026.
Cash and cash equivalents decreased significantly to $167.2 million in 2025 from $561.6 million in 2024.
The company issued 1.9 million shares of Class A common stock through an at-the-market (ATM) offering, generating net proceeds of $18.1 million since September 4, 2025.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a challenging period with declining revenues and continued substantial losses. While cost reductions and strategic focus are positive, the immediate financial outlook remains weak, and the ongoing need for capital presents significant headwinds.

Positives

Net loss significantly improved to $(312.8) million in 2025 from $(547.0) million in 2024, indicating a reduction in the rate of losses.
R&D expenses decreased by $180.3 million and G&A expenses decreased by $62.9 million, reflecting successful cost reduction efforts from the restructuring plan.
The company successfully remediated a material weakness in its internal controls over financial reporting as of December 31, 2024.
Strategic divestiture of the Biosecurity segment is expected to allow for greater focus on the core Cell Engineering platform.
Amendment to the Google Cloud strategic partnership reduced future purchase commitments from $289 million to $110 million, lowering future obligations.
Expansion of Cell Engineering offerings to include tools like Reconfigurable Automation Cart (RAC) systems, Datapoints services, and AI models, diversifying revenue streams and enhancing platform capabilities.

Negatives

Total revenue decreased by $56.9 million to $170.2 million in 2025, with declines in both Cell Engineering and Biosecurity segments.
Cell Engineering revenue was negatively impacted by the recognition of $45.4 million in non-cash revenue from a terminated Motif FoodWorks contract in 2024 and $4.5 million from another related party contract termination in 2024.
Cash and cash equivalents decreased substantially from $561.6 million in 2024 to $167.2 million in 2025.
The accumulated deficit increased to $6.150 billion as of December 31, 2025, indicating continued historical losses.
Incurred a contractual liability of $20.9 million in 2025 due to a shortfall in purchasing relative to commitments under the original Google Cloud agreement.
Required to make a one-time payment of $14.0 million to Google Cloud in January 2026 to be released from original minimum annual commitment obligations.
Recorded a contractual loss of $8.7 million in 2025 related to the amended supply agreement with Twist.
A new 260,000 square foot office and laboratory space in Boston, leased in April 2021, commenced rent payments in June 2024 but remains unoccupied, contributing to increased rent and facilities expenses.
The restructuring plan involved a workforce reduction of more than 50% of employees, which could lead to loss of institutional knowledge and reduced employee morale.

Risks

History of net losses and expectation to continue incurring losses for the foreseeable future, with no assurance of achieving or maintaining profitability.
Need for substantial additional capital in the future to fund business operations, platform development, and acquisitions.
Challenges in effectively managing significant organizational changes, including the recent restructuring, which could adversely affect company culture, operations, and financial condition.
Limited operating history and evolving business model make it difficult to evaluate current business and future prospects accurately.
Exposure to volatility and liquidity risks from holding equity interests in other operating companies and receiving other non-cash consideration.
Strategic acquisitions and investments may be dilutive to stockholders and could have an adverse impact if unsuccessful.
Programs may not achieve milestones, earn royalties, or complete other anticipated key events on expected timelines or at all.
Dependence on a limited number of suppliers, some of which are single-source, for critical laboratory reagents, consumables, equipment, and services, exposing the company to supply chain disruptions and cost increases.
Use of biological, hazardous, flammable, and/or regulated materials requires considerable training, expertise, and expense for handling, storage, and disposal, potentially resulting in claims.
Third parties may use engineered cells, materials, and organisms in ways that could damage the company's reputation.
Investments in and use of AI may result in reputational harm, liabilities, or other adverse consequences to business operations.
Restructuring actions may not result in anticipated savings, could incur greater than expected costs, and could disrupt business operations.
Dependence on customers' willingness and ability to successfully develop, produce, and commercialize products using the company's cell engineering solutions and tools.
Revenue is concentrated in a limited number of customers, some of which are related parties, increasing vulnerability to the loss of a significant customer.
Risk of becoming involved in securities or shareholder litigation and other related matters, which could be expensive and time-consuming.
Business partners may have discretion in determining when and whether to make announcements about collaborations, potentially impacting stock price.
Uncertainty regarding the demand for biosecurity services could materially adversely affect the business.
Rapidly changing technology and emerging competition in the synthetic biology industry could render the company's platform, programs, and services obsolete.
Ethical, legal, and social concerns about genetically modified organisms (GMOs) and genetically modified materials could limit or prevent the use of the company's technologies.
Inability to obtain, maintain, and defend patents protecting intellectual property, or protect the confidentiality of trade secrets, could harm competitive position.
Reliance on customers, joint venturers, and other third parties for timely and accurate financial information.
Potential for future material weaknesses in internal controls over financial reporting, despite past remediation.
Failure to comply with federal, state, local, and international laws and regulations could expose the company to significant liabilities.
Subject to a variety of laboratory testing standards (e.g., CLIA), with compliance being expensive and time-consuming.
Significant disruptions to information technology systems or data security incidents could result in financial, legal, regulatory, business, and reputational harm.
International expansion exposes the company to business, regulatory, political, operational, financial, and economic risks.
Governmental trade controls, including export and import controls, sanctions, and customs requirements, could subject the company to liability or limit market access.
Changes in U.S. and foreign tax laws could have a material adverse effect on business and financial condition.
Potential for lawsuits or indemnity claims in the ordinary course of business.
The multi-class stock structure, with Class B common stock having ten votes per share, limits other stockholders' ability to influence matters and may adversely affect the trading price of Class A common stock.
Focus on long-term best interests and consideration of all stakeholders may conflict with short-term or medium-term financial interests.
Future sales, or the perception of future sales, by the company or its stockholders could cause the market price for securities to decline.
Short sellers may engage in manipulative activity intended to drive down the market price of Class A common stock.

Future Outlook

Ginkgo Bioworks expects to continue incurring net losses for the foreseeable future as it invests in platform development and customer offerings. The company anticipates R&D and G&A expenses to remain consistent or decline in 2026 due to ongoing restructuring, though R&D could increase with further investment in tools. The sale of the Biosecurity segment, expected to close in H1 2026, will lead to its presentation as discontinued operations, allowing for a focused approach on Cell Engineering. The company believes its current cash and investments will cover operating requirements for at least the next 12 months.

Management Comments

Our mission is to make biology easier to engineer.
We believe that our culture has been a critical component of our success.
We have emerged from a restructuring with a strengthened focus on the long-term performance and sustainability of our business.
We believe a workforce with strong equity ownership will make the wise decisions needed to build long-term value for our company and build a company whose long-term impacts make them proud.
We believe that focusing on the long-term best interests of our company and our consideration of all of our stakeholders... is essential to the long-term success of our company and to long-term stockholder value.

Industry Context

StockSavvy.ai notes that Ginkgo Bioworks operates in the rapidly evolving synthetic biology industry, characterized by significant technological changes and emerging competition from both traditional in-house R&D departments and specialized biotech firms. The company's expansion into cell engineering tools and AI-powered R&D aligns with broader industry trends towards automation, data-driven discovery, and outsourced specialized services. The strategic divestiture of the Biosecurity segment suggests a pivot towards a more focused core cell engineering platform amidst a competitive landscape that includes established life science tools companies and new TechBio entrants.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Information Security Officer (CISO)	NA	NA	2025	Appointment of a new CISO with public and private-sector experience in information technology.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Stock Structure	Maintains a multi-class stock structure with Class A (1 vote), Class B (10 votes, held by directors and employees), and Class C (no voting rights) common stock, concentrating voting power.	NA	Limits the influence of Class A common stockholders on matters requiring stockholder approval, including director elections and major corporate transactions.
Board Election	Holders of Class B common stock, voting separately as a class, are entitled to nominate and elect 25% of the total number of directors.	NA	Ensures significant representation of Class B holders on the Board, reinforcing concentrated voting power.
Founder Termination Policy	Termination of employment or material reduction of responsibilities for any Founder requires approval by at least 75% of the directors then in office.	NA	Provides strong protection for Founders against removal or significant changes to their roles.
Charter/Bylaws Amendment	Certain provisions of the Charter and Bylaws require an affirmative vote of holders of at least two-thirds of the voting power of all outstanding capital stock for amendment, alteration, or repeal.	NA	Deters hostile takeovers and delays or prevents changes of control or management.
Stockholder Action	Stockholders may act by written consent only if approved by all directors or if Class B holders collectively own a majority of voting power.	NA	Restricts the ability of stockholders to take action by written consent, requiring actions to be effected at formal meetings in most circumstances.
Delaware General Corporation Law (DGCL) Section 203	The company has elected not to be subject to Section 203 of the DGCL.	NA	Removes certain restrictions on business combinations with interested stockholders, potentially making the company more vulnerable to certain types of acquisitions.
Insider Trading Policy	Adopted an Insider Trading Compliance Policy governing securities transactions by directors, officers, and employees.	2024-08-02	Aims to promote compliance with insider trading laws and preserve company reputation.
Cybersecurity Governance	Board provides regular oversight of the company's cybersecurity risk management program, with the CISO presenting at least annually and providing quarterly updates.	2025	Enhances oversight and management of cybersecurity risks, aligning with evolving regulatory expectations.

Legal Proceedings

The company does not believe any pending litigation to be material, or that the outcome of any such pending litigation would have a material adverse effect on its results of operations, cash flows, or financial condition.
A preliminary and informal inquiry from the U.S. Department of Justice related to a short seller report in October 2021 was concluded by the SEC with no recommendation of enforcement action.

Related Party Transactions

Terminated services agreements with Motif FoodWorks, Inc. in August 2024, resulting in $45.4 million in non-cash revenue recognition in 2024.
Terminated services agreements with BiomEdit, Inc. in March 2025, resulting in $7.5 million in non-cash revenue recognition in 2025; BiomEdit is no longer considered a significant related party due to reduced equity ownership.
Deferred revenue from Allonnia, LLC was $36.495 million as of December 31, 2025.
Deferred revenue from Arcaea, LLC was $28.413 million as of December 31, 2025.
Deferred revenue from Genomatica, Inc. was $0.564 million as of December 31, 2025.
One customer in the Cell Engineering segment, which may include related parties, accounted for 15% of total revenue in 2025.
One customer in the Biosecurity segment accounted for 12% of total revenue in 2025.

Stakeholder Impact

**Shareholders**: Face potential dilution from ongoing ATM offerings and future capital raises. The multi-class stock structure significantly limits the voting power of Class A shareholders. Stock price volatility and vulnerability to short seller activity remain concerns.
**Employees**: Experienced a workforce reduction of over 50% as part of restructuring, which could impact morale and institutional knowledge. The multi-class stock structure is intended to promote long-term employee equity ownership and engagement.
**Customers**: Rely on Ginkgo's platform for R&D services and tools. Potential for program delays due to supply chain issues or internal disruptions could affect their product development timelines.
**Suppliers**: The company's dependence on a limited number of suppliers, including single-source providers, creates risks for continuity and cost of critical materials and services.
**Creditors**: Continued net losses and the need for additional capital may raise concerns about the company's long-term financial stability. The requirement to fund a $47.0 million surety bond restricts cash flow.

Next Steps

Continue to invest in and expand Cell Engineering tools offerings.
Upgrade, expand, or adapt operational, financial, and management systems to support operations.
Potentially acquire and integrate companies, assets, or intellectual property that advance company objectives.
Maintain, expand, and protect intellectual property.
Continue to evaluate space needs and offer any excess space for subleasing beyond 2026.
Make a one-time payment of $14.0 million to Google Cloud in January 2026.
Fund a $47.0 million surety bond in 2026 for a U.S. Government National Laboratory contract.
Close the sale of the Biosecurity Business to Tower Biosecurity Holdings, Inc. in the first half of 2026.
Present the Biosecurity Business as discontinued operations in consolidated financial statements upon closing of the sale.

Key Dates

Date	Description
2021-05-11	Merger Agreement date with Soaring Eagle Acquisition Corp. (SRNG).
2021-09-16	Closing Date of the Merger Agreement (SRNG Business Combination).
2021-11-15	First earnout target of $500.00 for Class A common stock met, resulting in vesting of approximately 1 million earnout shares.
2022-10-01	Restricted stock units granted to founders Jason Kelly, Reshma Shetty, Austin Che, and Bartholomew Canton, along with certain related earnout shares, vested.
2023-04-05	Entered into an Asset Purchase Agreement with StrideBio, Inc. to acquire AAV capsid discovery and engineering platform assets.
2023-10-03	Former subsidiary Zymergen, Inc. filed for Chapter 11 bankruptcy; Ginkgo deconsolidated Zymergen's financial position.
2023-10-03	Entered into an asset purchase agreement with Zymergen as the stalking horse bidder to acquire exclusive rights to substantially all of Zymergen's intellectual property assets and certain other assets.
2023-12-14	Zymergen's auction concluded.
2023-12-21	Bankruptcy Court approved the sale of substantially all of Zymergen's assets to Ginkgo.
2024-01-18	Completed acquisition of substantially all of Zymergen's assets under the Zymergen APA.
2024-02-05	Zymergen's plan of liquidation was confirmed by the Bankruptcy Court.
2024-02-23	All of Ginkgo's interests in the Zymergen entities were extinguished and terminated.
2024-04-10	Acquired certain platform assets from AgBiome, Inc.
2024-04-11	Lease commenced for approximately 260,000 rentable square feet of new office and laboratory space in Boston.
2024-06-01	Rent payments began for the new Boston office and laboratory space.
2024-06-01	Initial workforce reductions commenced as part of the restructuring plan.
2024-08-19	One-for-forty (1:40) reverse stock split for common stock effected.
2024-09-04	NYSE delisted Public Warrants.
2024-09-30	Sold equity interests of Altar SAS, deconsolidating Altar from consolidated financial statements.
2024-12-31	Material weakness in internal controls over financial reporting remediated.
2025-03-01	BiomEdit, Inc. services agreements mutually terminated.
2025-04-01	Entered into an amendment to the four-year supply agreement with Twist.
2025-05-09	Issued 102,922 shares of Class A common stock to StrideBio, Inc. in settlement of a $0.8 million purchase price holdback amount.
2025-06-01	Compensation committee canceled Founder Options and granted replacement performance-based restricted stock unit (PSU) awards.
2025-08-02	Insider Trading Compliance Policy updated.
2025-08-07	Filed a universal shelf registration statement on Form S-3.
2025-08-14	Universal shelf registration statement on Form S-3 declared effective by the SEC.
2025-09-04	Entered into a Sales Agreement for an at-the-market (ATM) offering of up to $100.0 million of Class A common stock.
2025-10-03	Entered into an amendment to the strategic cloud and AI partnership with Google Cloud, revising future purchase commitments.
2025-12-31	Fiscal year ended.
2026-01-01	Required one-time payment of $14.0 million to Google Cloud to be released from original minimum annual commitment obligations.
2026-02-16	Date for reported outstanding shares of Class A, B, and C common stock.
2026-02-26	Entered into a definitive Stock Purchase Agreement to sell substantially all of the Biosecurity segment operations.
2026-03-31	Expected distribution date for Founder PSU Awards.
2026-04-01	Obligated non-refundable payment of $5.0 million to Twist.
2026-06-30	Expected closing of the Biosecurity segment sale (first half of 2026).
2027-04-01	Obligated non-refundable payment of $6.0 million to Twist.
2027-12-31	Senior secured note from Bolt Threads, Inc. due.
2029-01-01	Federal net operating loss carryforwards begin to expire; Federal R&D tax credit carryforwards begin to expire; Surety bond for U.S. Government contract expected to be restricted until this year.
2030-01-01	State net operating loss carryforwards begin to expire; State R&D and investment tax credit carryforwards begin to expire.
2030-12-31	Lease agreements for headquarters and other facilities expire (some).
2031-01-01	Annual increase in shares available for issuance under the ESPP ends.
2034-01-01	Foreign net operating losses begin to expire.
2039-12-31	Latest expiration date for significant lease agreements.

Recommendation

hold

While Ginkgo Bioworks reported a reduced net loss in 2025, this was primarily driven by significant cost-cutting measures and a substantial decline in revenue across both segments. The strategic divestiture of the Biosecurity segment and focus on Cell Engineering could streamline operations and improve long-term profitability. However, the company continues to incur substantial losses, faces ongoing capital needs, and operates in a highly competitive and evolving industry. The current financial performance presents significant risks, but the strategic pivot and cost controls offer a potential path to improved future performance, warranting a 'hold' for investors monitoring the execution of this strategy.

Keywords

Synthetic Biology, Cell Engineering, Biosecurity, Genomic Data, AI, Machine Learning, R&D Services, Biomonitoring, Biomanufacturing, SEC Filing, 10-K, Ginkgo Bioworks, DNA, Biotech, Restructuring, Financial Results, Corporate Governance, Intellectual Property, Warrants, Capital Raise

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