DEF 14A of Ginkgo Bioworks Holdings, Inc., Apr 29, 2026

DEF 14A of Ginkgo Bioworks Holdings, Inc.

Filed Apr 29, 2026 · FY20250001628280-26-028377

Open on EDGAR

  1. ITEM 1 – ELECTION OF DIRECTORS

    ITEM 1 – ELECTION OF DIRECTORS The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following six nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified: ●Ross Fubini ●Christian Henry ●Jason Kelly ●Sri Kosuri ●Reshma Shetty ●Harry E. Sloan Each of the six nominees is currently a director of Ginkgo. Of the six nominees, Jason Kelly and Reshma Shetty have been designated as the two nominees to be elected by holders of the Ginkgo Class B common stock, voting as a separate class. The remaining four nominees are to be elected by holders of Ginkgo Class A common stock and holders of Ginkgo Class B common stock, voting together as a single class. Shyam Sankar is not standing for re-election to the Board of Directors at the Annual Meeting and his term as a director will expire at the Annual Meeting. Mr. Sankar’s terms as a member of both the Nominating and Corporate Governance Committee and the Compensation Committee will also expire at the Annual Meeting. Biographical and related information on each nominee is set forth below. The Board expects that the six nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees. The Board expects to decrease the size of the Board from seven directors to six directors immediately following the Annual Meeting upon the completion of Mr. Sankar’s term.

  2. The Board of Directors recommends

    The Board of Directors recommends a vote “FOR” each nominee.

  3. Board of Directors Information

    Board of Directors Information In evaluating the nominees for the Board, the Board and the Nominating and Corporate Governance Committee took into account the qualities they seek for directors, and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of Ginkgo, as discussed below in each biography and under “Director Nominee Tenure, Skills, and Characteristics.” When evaluating re-nomination of existing directors, the committee also considers the nominees’ past and ongoing effectiveness on the Board and their independence.

  4. Biographical Information of Director Nominees

    Biographical Information of Director Nominees

  5. Biographical Information of Director Nominees

    | Jason Kelly | Background Dr. Kelly, one of our Founders, has been Ginkgo’s Chief Executive Officer since 2008 and is a member of Ginkgo’s Board. Dr. Kelly previously served as a director of CM Life Sciences II Inc. (Nasdaq: CMII), a special purpose acquisition company with a focus on the life sciences sector in 2021. Dr. Kelly has a Ph.D. in Biological Engineering and a B.S. in Chemical Engineering and Biology from the Massachusetts Institute of Technology. Qualifications and Skills We believe that Dr. Kelly is qualified to serve on our Board as a Founder and due to his knowledge of our company and our business. | | | Chief Executive Officer and Founder of Ginkgo | | | | Age: 45 Director since: 2008 | Board committees: None | Other current public company boards: None | | Reshma Shetty | Background Dr. Shetty, one of our Founders, has been Ginkgo’s President since 2008 and is a member of Ginkgo’s Board. She also served as Chief Operating Officer from 2008 to 2025. Dr. Shetty has a Ph.D. in Biological Engineering from the Massachusetts Institute of Technology and a B.S. in Computer Science from the University of Utah. Qualifications and Skills We believe that Dr. Shetty is qualified to serve on our Board as a Founder and due to her knowledge of our company and our business. | | | President and Founder of Ginkgo | | | | Age: 45 Director since: 2008 | Board committees: None | Other current public company boards: None |

  6. Biographical Information of Director Nominees

    | Ross Fubini | Background Ross Fubini founded XYZ Venture Capital, a venture capital investment firm focused on startups across various sectors, in 2017, and serves as Managing Director. Mr. Fubini was an early stage investor in defense tech leader Anduril, cloud-based building security breakout Verkada, and modern insurance brokerage Newfront. Mr. Fubini also sits on multiple private company boards including Sardine and Legion Technologies. Mr. Fubini served as a director of Home Plate Acquisition Corp. from 2021-2023. Prior to XYZ, Mr. Fubini co-founded Village Global and was an investor at both Canaan and Kapor Capital. He has held numerous operating roles, including CTO and co-founder of CubeTree, which was sold to SuccessFactors in 2010, as well as led engineering divisions at Symantec and Plumtree Software. Mr. Fubini has advised and invested in over 200 companies across a range of stages and industries. Since 2010, Mr. Fubini has been involved with supporting executive teams to grow and scale revenue. Qualifications and Skills We believe that Mr. Fubini is qualified to serve on our Board due to his extensive expertise and track record in advising high-growth tech companies. | | | Founder and Managing Director of XYZ Venture Capital | | | | Age: 50 Director since: 2024 | Board committees: Audit and Compensation | Other current public company boards: None |

  7. Biographical Information of Director Nominees

    | Christian Henry | Background Mr. Henry has served as President and Chief Executive Officer of Pacific Biosciences of California, Inc., a leading sequencing company, since September 2020. From 2005 to January 2017, Mr. Henry was a member of the executive team of Illumina, Inc., a global leader in sequencing. During this tenure at Illumina, he served in a number of roles, including Executive Vice President & Chief Commercial Officer, Senior Vice President of Genomic Solutions, Senior Vice President and General Manager of Life Sciences and Senior Vice President and Chief Financial Officer. Prior to joining Illumina in 2005, Mr. Henry served as the Chief Financial Officer of Tickets.com, Inc. from 2003 to 2005. From 1999 to 2003, Mr. Henry served as Vice President, Finance and Corporate Controller of Affymetrix, Inc. (acquired by Thermo Fisher Scientific in 2016). In 1997, Mr. Henry joined Nektar Therapeutics (formerly Inhale Therapeutic Systems, Inc.) as Corporate Controller, and later as its Chief Accounting Officer from 1997 to 1999. In 1996, Mr. Henry served as General Accounting Manager of Sugen, Inc. Mr. Henry began his career in 1992 at Ernst & Young LLP, where he was a Senior Accountant through 1996. Mr. Henry currently serves as a director and Chairman of the board of WAVE Life Sciences Ltd. Mr. Henry previously served as Chairman of the board of Pacific Biosciences of California, Inc. from August 2018 to September 2020 and currently serves as a director. He previously served as a director of CM Life Sciences III Holdings LLC from April 2021 through December 2021. Mr. Henry holds a B.A. in biochemistry and cell biology from the University of California, San Diego and an M.B.A., with a concentration in finance, from the University of California, Irvine. Qualifications and Skills We believe that Mr. Henry is qualified to serve on our Board due to his over 20 years of experience in growing companies in the life sciences industry. | | | President and Chief Executive Officer of Pacific Biosciences of California, Inc. | | | | Age: 58 Director since: 2016 | Board committees: Audit (Chair) and Compensation | Other current public company boards: WAVE Life Sciences Ltd., Pacific Biosciences of California, Inc. |

  8. Biographical Information of Director Nominees

    | Sri Kosuri | Background Dr. Kosuri has been the chief executive officer of Octant, Inc. (“Octant”), a private, drug discovery company based in Emeryville, California since 2019. He was previously an associate professor at UCLA in the Chemistry and Biochemistry Department where his lab developed technologies in synthetic biology, genomics, and biochemistry. Dr. Kosuri previously worked at the Wyss Institute at Harvard University, where he built numerous technologies in gene synthesis, DNA information storage, gene editing, and large-scale multiplexed assays. He helped build Gen9, a gene synthesis company later acquired by the Company in 2017, as a member of its scientific advisory board and helped start Joule Unlimited, an engineered algae-to-biofuel company. He is a Searle Scholar (2015), an NIH New Innovator (2014), and received his Doctor of Science in Biological Engineering at MIT and Bachelor of Science in Bioengineering at UC Berkeley. Qualifications and Skills We believe that Dr. Kosuri is qualified to serve on our Board due to his expertise and deep knowledge of the life sciences tools business. | | | Chief Executive Officer of Octant, Inc. | | | | Age: 46 Director since: 2024 | Board committees: Nominating & Corporate Governance | Other current public company boards: None |

  9. Biographical Information of Director Nominees

    | Harry E. Sloan | Background Mr. Sloan is a founder, former public company CEO and a leading investor in the media, entertainment and technology industries. Mr. Sloan is the Chairman and CEO of Eagle Equity Partners II, LLC. Under Mr. Sloan’s leadership, the company has acquired and taken public, through SPACs, several digital media companies including, during 2020, DraftKings and mobile gaming company Skillz. Mr. Sloan has been at the forefront and evolution of the video gaming industry as one of the founding investors and a Board Member of Zenimax/Bethesda Game Studios, the award-winning studio acquired by Microsoft in March 2021. Mr. Sloan co-founded Soaring Eagle Acquisition Corp. (Nasdaq: SRNGU), which raised $1.725 billion in its IPO in February 2021 and three months later announced its business combination with Boston-based Ginkgo Bioworks, Inc. In January 2022, Mr. Sloan and his partners launched Screaming Eagle Acquisition Corp. With a closing of its initial public offering of 75,000,000 units, at a price of $10 per unit, Screaming Eagle is the largest IPO of a public acquisition vehicle since March 2021. Earlier in his career, Mr. Sloan was Chairman and CEO of MGM Studios and founded and led two public companies in the entertainment media arena, New World Entertainment and SBS broadcasting, S.A., one of Europe’s largest broadcasters. Mr. Sloan is an Associate Professor at the University of California at Los Angeles’s (UCLA) Anderson School of Management and serves on the UCLA Anderson School of Management Board of Visitors and the Executive Board of UCLA Theatre, Film and Television. Mr. Sloan has served as a director of Starz Entertainment Corp. (previously known as Lions Gate Entertainment Corporation) since December 2021 and DraftKings Inc. since April 2020. He was a director of Skillz, Inc. from December 2020 to August 2022, Soaring Eagle Acquisition Corp. from October 2020 until September 2021, Flying Eagle Acquisition Corp. from March 2020 until December 2020 and Diamond Eagle Acquisition Corp. from May 2019 until April 2020. Mr. Sloan is also a Trustee of The McCain Institute. Mr. Sloan received his B.A. degree from UCLA and J.D. degree from Loyola Law School. Qualifications and Skills We believe that Mr. Sloan is qualified to serve on Board due to his public company experience, including with other similarly structured, previously blank check companies, business leadership, operational experience and contacts. | | | Chairman and Chief Executive Officer of Eagle Equity Partners II, LLC | | | | Age: 76 Director since: 2021 | Board committees: Audit and Nominating & Corporate Governance | Other current public company boards: Starz Entertainment Corp., DraftKings Inc., and Screaming Eagle Acquisition Corp. |

  10. Biographical Information of Directors Not Standing for Re-Election

    Biographical Information of Directors Not Standing for Re-Election

  11. Biographical Information of Directors Not Standing for Re-Election

    | Shyam Sankar | Background Shyam Sankar is chair of Ginkgo’s Board. Mr. Sankar is the Chief Technology Officer and Executive Vice President at Palantir Technologies Inc., where he has worked in various positions since 2006. Prior to his time at Palantir, Mr. Sankar served as the Vice President of Network Management and Director of Business Development for Xoom Corporation. Mr. Sankar has a deep operational background overseeing the development of complex technology from near inception to massive scale. Mr. Sankar received his M.S. in management science and engineering from Stanford University and his B.S. in electrical and computer engineering from Cornell University. Qualifications and Skills We believe that Mr. Sankar is qualified to serve on our Board due to his business acumen, leadership experience, and operational background, having overseen the development and expansion of a software company from its near inception through its public listing. | | | Chief Technology Officer and Executive Vice President at Palantir Technologies Inc. | | | | Age: 44 Director since: 2015 | Board committees: Compensation (Chair) and Nominating & Corporate Governance (Chair) | Other current public company boards: None |

  12. Director Nominee Tenure, Skills, and Characteristics

    Director Nominee Tenure, Skills, and Characteristics The Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time, and, as stated in the Nominating and Corporate Governance Committee Charter, as well as Ginkgo’s Corporate Governance Guidelines, seeks out candidates with an ability to bring diverse perspectives to the Board. The Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified individuals to include in the pool from which new Board candidates are chosen. Our Board’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. The tenure range of our director nominees is as follows:

  13. Director Nominee Tenure, Skills, and Characteristics

    | Tenure on Board | Number of Director Nominees | | <5 Years | Two | | 5-10 Years | Two | | 10+ Years | Two |

  14. Compensation of Directors

    Compensation of Directors Ginkgo has an annual compensation program for its non-employee directors pursuant to which the non-employee directors are entitled to cash and equity compensation in such amounts necessary to attract and retain non-employee directors who have the talent and skills to foster long-term value creation and enhance the sustainable development of the Company. The compensation payable under the program is intended to be competitive in relation to both the market in which the Company operates and the nature, complexity and size of Ginkgo’s business.

  15. Equity Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Ross Fubini | 60,261 | 257,125 | 317,386 | | Kathy Hopinkah Hannan(3) | 29,107 | - | 29,107 | | Christian Henry | 74,739 | 257,125 | 331,864 | | Sri Kosuri | 50,000 | 257,125 | 307,125 | | Myrtle Potter(3) | 26,868 | - | 26,868 | | Shyam Sankar | 106,306 | 257,125 | 363,431 | | Harry E. Sloan | 60,000 | 257,125 | 317,125 |

  16. Executive Summary

    Executive Summary ●CEO and President and Former COO Compensation: Dr. Kelly’s and Dr. Shetty’s 2025 compensation consisted of a base salary, a grant of performance-based restricted stock units (“PSUs”), and eligibility to participate in Ginkgo’s broad-based employee benefit plans and programs. As discussed below in this Compensation Discussion and Analysis, in 2025 the Board cancelled the performance-based stock options granted to Dr. Kelly and Dr. Shetty pursuant to the 2024 Founder Compensation Program and granted PSUs to them. ●CFO Compensation: In 2025, Mr. Coen received a time-based restricted stock unit (“RSU”) award and PSU award as part of our annual compensation review process in connection with his role as our Chief Accounting Officer, as well as an additional award of PSUs in connection with his appointment as our Chief Financial Officer. In addition, in 2025, Mr. Dmytruk received an RSU award and a PSU award as part of our annual compensation review process, the unvested portions of which were forfeited at the time of his resignation. ●Post-deSPAC Equity Incentive Structure and Earnout Shares: As further described below under “Long-Term Compensation”, Dr. Kelly and Dr. Shetty hold (and prior to his resignation Mr. Dmytruk held) Ginkgo restricted stock units that they received in the business combination (the “Business Combination”) of Soaring Eagle Acquisition Corp. and Ginkgo Bioworks, Inc. (“Old Ginkgo”) in respect of previously granted restricted stock units and they also hold Ginkgo restricted stock that is subject to service- and stock price-based vesting hurdles that they received with respect to the earn-out portion of the consideration paid in the Business Combination. These restricted stock unit and restricted stock earnout awards were designed to function as a multi-year growth incentive while also providing retentive value.

  17. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives We design our compensation programs to attract, retain and engage great talent, reinforce an ownership mindset, and emphasize performance and contribution to our long-term success among all employees, including our named executive officers. As a result, our compensation programs encourage experimentation, innovation and performance that support the long-term creation of shareholder value. As is the case for other employees, our named executive officers’ compensation includes the following basic components: 1.base salary; and 2.periodic grants of incentive equity awards, which in 2025 were in the form of RSU awards for Mr. Coen and Mr. Dmytruk, which generally vest quarterly over one year, and PSU awards for all executive officers, which generally vest based on one-year Company-wide cash flow metrics (or Finance team performance for Mr. Coen’s award granted in his capacity as our Chief Accounting Officer prior to his appointment as our Chief Financial Officer), which serve to tie compensation to our financial performance. We believe our compensation programs differ from the approach used by many companies with its emphasis on stock-based compensation. This focus on long-term incentives encourages all employees, including executives, to think and act like owners, because they are owners. It also aligns employee, including executive, compensation with the returns we deliver to shareholders. The Compensation Committee is continually reviewing compensation market trends and evaluating our compensation programs to ensure a balance between attraction and retention of great talent and alignment among employees’ (including executives’) and shareholders’ experiences. In 2025, in order to continue to prioritize reducing cash burn as an overarching objective for all employees that began with our plan of restructuring in May 2024 and to incentivize our pivot to focus on autonomous labs, we began granting PSU awards to employees and granting RSU awards that generally vest quarterly over one year to non-founder employees, as described under “2025 Compensation Decisions – Equity Compensation” below.

  18. Compensation Best Practices

    Compensation Best Practices Our executive compensation program has a number of features that reflect our philosophy and objectives: ●Focus on long-term shareholder value: Our compensation program aligns executive and shareholder interests by compensating executives primarily with equity grants so that compensation is negatively impacted if our stock price declines and is favorably impacted if the stock price appreciates. This encourages executives to think and operate with an ownership mindset that benefits all stakeholders, including shareholders, over the long-term. ●Focus on realizable compensation: The Compensation Committee focuses on realizable compensation by assessing the potential annual value of historical equity awards vesting each year as well as the value of one-year PSU and RSU awards. ●Monitor dilution and overhang: In order to protect shareholder value, the Compensation Committee is committed to the responsible use of equity by balancing the equity compensation’s value linking executive and shareholder experiences, while managing shareholder dilution resulting from our compensation program. ●No severance benefits or accelerated vesting of unearned equity upon termination of employment with founding named executive officers: Dr. Kelly and Dr. Shetty do not have an employment or severance agreement and are not guaranteed any compensation should their employment terminate for any reason, including in connection with a change in control. ●No executive perks: Ginkgo’s named executive officers are eligible to participate in Ginkgo’s broad-based employee benefit plans and programs, including medical, dental, vision, life, and disability insurance benefits, to the same extent as Ginkgo’s other full-time employees. ●No excise tax gross-ups in existing agreements: We do not have agreements that provide excise tax gross-ups on executive compensation. ●Assess risks of our compensation program: We believe the structure of our executive compensation program motivates our executives to make thoughtful, appropriate decisions with measured risks balanced by appropriate rewards for the Company. ●Independent compensation consultant: The Compensation Committee engages an independent compensation consultant, which provides valuable data regarding executive compensation trends and best practices. ●Policies against hedging and pledging: Our Insider Trading Compliance Policy prohibits our executives from engaging in “hedging” or similar transactions with respect to our common stock. Pledging the Company’s securities as collateral to secure loans is prohibited unless an exception is approved by the Board. We strive to keep our executive compensation simple, transparent, and aligned with shareholder value. Ginkgo’s compensation program for 2025, consisting of base salary and grants of incentive equity awards, primarily in the form of RSUs and PSUs for annual grants, aligns employee (including executive) compensation with long-term company performance and shareholder value. To assess the performance of our employees and executives, we have a performance management program that, in 2025, consisted of evaluating employees’ and executives’ objectives and assigning them an annual performance rating based on achievement of those objectives. For our executives (including Mr. Coen and Mr. Dmytruk but not including Dr. Kelly or Dr. Shetty), our annual performance management and compensation review process also took into account an executive’s percentile placement as compared to an equivalent title or role in the 2025 peer group in the determination of individual compensation. For Mr. Coen, we also reviewed and increased his compensation at the time of his appointment as our Chief Financial Officer to align his compensation with the compensation previously received by our prior Chief Financial Officer.

  19. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retained Alpine Rewards ("Alpine") as its compensation consultant in 2025. Alpine provided various services to the Compensation Committee, including the review, analysis and update of our compensation peer group; the review and analysis of compensation for our Founders, CFO, and broader non-founder leadership team against competitive market data based on the companies in our compensation peer group and against broader compensation survey data when appropriate; the review and analysis of our non-employee director compensation program; and support on other ad hoc matters. Alpine also attended Compensation Committee meetings to offer leading market perspectives and feedback on management’s compensation proposals to the Committee. During 2025, Alpine did not perform services for Ginkgo other than pursuant to its engagement by the Compensation Committee. The Compensation Committee has assessed the independence of Alpine and concluded that Alpine is independent and its engagement does not raise any conflict of interest with Ginkgo or any of its directors or executive officers.

  20. Use of Market Data and Peer Group Analysis

    Use of Market Data and Peer Group Analysis When considering executive compensation decisions, the Compensation Committee believes it is important to be informed as to current compensation practices of comparable companies, especially to understand the demand and competitiveness for attracting and retaining an individual with each named executive officer’s specific expertise and experience. For 2025, the Compensation Committee believed referencing market data, along with other factors, was important when setting total compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success. Market data is one factor considered in the annual compensation approval process. Other important considerations include compensation for the broader leadership team at Ginkgo and at the other companies with which we compete for talent, past contributions to company performance, employee knowledge, skills and experience, expected contributions to future success, cash compensation levels, estimated value of pre-existing stock-based compensation vesting in subsequent years, if any, and stock price assumptions.

  21. 2025 Peer Group

    2025 Peer Group In December 2024, the Compensation Committee approved a new peer group to better align with our industry, revenue, and organizational complexity, which was used to evaluate 2025 compensation of our named executive officers and broader leadership team. The 18 companies that comprised the 2025 peer group were as follows:

  22. 2025 Peer Group

    | AbCellera Biologics Inc. | Akoya Biosciences, Inc. | Beam Therapeutics Inc. | CRISPR Therapeutics AG | | Flotek Industries, Inc. | Harvard Bioscience, Inc. | Maravai LifeSciences Holdings, Inc. | Pacific Biosciences of California, Inc. | | Perimeter Solutions, Inc. | Quanterix Corporation | Sangamo Therapeutics, Inc. | Schrodinger, Inc. | | Seres Therapeutics, Inc. | Standard Biotools Inc. | Travere Therapeutics, Inc. | Twist Bioscience Corporation | | Ultragenyx Pharmaceutical Inc. | Vir Biotechnology, Inc. | | |

  23. 2026 Peer Group

    2026 Peer Group In February 2026, the Compensation Committee approved a new peer group to better align with our industry, revenue, and organizational complexity, which was and will be used to evaluate 2026 compensation of our named executive officers and broader leadership team. The 17 companies that comprise the 2026 peer group are as follows, with new additions to the peer group in bold:

  24. 2026 Peer Group

    | AbCellera Biologics Inc. | Adaptive Biotechnologies Corporation | Certara, Inc. | Codexis, Inc. | | Cytek Biosciences, Inc. | Fulgent Genetics, Inc. | Lifecore Biomedical, Inc. | Maravai LifeSciences Holdings Inc. | | Mesa Laboratories, Inc. | Pacific Biosciences of California, Inc. | Personalis, Inc. | PROCEPT BioRobotics Corporation | | Quanterix Corporation | Recursion Pharmaceuticals, Inc. | Schrodinger, Inc. | Standard BioTools, Inc. | | Twist Bioscience Corporation | | | |

  25. Timing of Grants of Stock Options

    Timing of Grants of Stock Options Stock option grants to our executive officers are not made on a regular basis. Other than the stock option grants made to our Founders in 2024, which were cancelled in June 2025, we do not generally grant stock options to employees, and no employees hold outstanding options. In 2024, stock option grants were recommended by a Special Committee of the Board and the Board granted such grants to our Founders, including Dr. Kelly and Dr. Shetty. In connection with the 2024 stock option grants, the Special Committee did not take material non-public information into account when determining the timing and terms of the stock option awards. For stock option grants to our non-employee directors, as specified in the non-employee director compensation program, such grants are automatically made on the date of each Annual Meeting to each non-employee director in office immediately following such meeting. It is the Company’s practice not to time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  26. Annual Bonuses

    Annual Bonuses The Company does not currently have an annual cash bonus or incentive program for any of its employees, including its named executive officers.

  27. Equity Compensation

    Equity Compensation Incentive compensation in the form of equity incentives aligns the interests of our employees, including our named executive officers, with long-term shareholder interests and allows us to attract, incentivize, and retain employees and other service providers in a competitive market. Thus, equity compensation is a key component of executive officers’ total compensation. As a form of compensation, equity-based incentives also enable us to manage the Company’s cash resources more effectively. We use RSUs as our primary stock-based compensation vehicle for non-founder employees. We believe that the use of RSUs aligns the long-term interests of employees, including our CFO, and helps efficiently manage overall shareholder dilution from stock awards. In 2020 and 2021 prior to the Business Combination, Drs. Kelly and Shetty and Mr. Dmytruk received restricted stock units in Old Ginkgo that were subject to certain service- and performance-based vesting conditions. In connection with the Business Combination, the restricted stock units in Old Ginkgo held by these named executive officers were converted into restricted stock units issuable for the Company’s Class B common stock and, with respect to the earn-out portion of the consideration paid in the Business Combination to the shareholders of Old Ginkgo, restricted stock. These restricted stock earnout awards are subject to the same service-based vesting schedule as the related restricted stock units and to stock price vesting hurdles. On March 6, 2025, the Compensation Committee approved a performance-based equity incentive program (the “2025 Performance Equity Program”), under which PSUs and RSUs that vest in quarterly installments over one year were granted to substantially all employees, including Mr. Coen (in his capacity as Chief Accounting Officer prior to his appointment as Chief Financial Officer) and Mr. Dmytruk. Dr. Kelly and Dr. Shetty were granted PSUs, but not RSUs, under such program in connection with the cancellation of their Founder Options, as described below under “Founder Equity Compensation”. RSUs and PSUs are granted under the 2021 Incentive Award Plan (the “2021 Plan”). PSUs were eligible to vest based on both continued employment and the achievement of performance metrics for the employee’s business unit or function, or Company-wide cash flow reduction of $100M, over a one-year performance period from January 1, 2025 through December 31, 2025. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance. On March 6, 2025, in his capacity as Chief Accounting Officer and as part of our annual compensation review process, after considering Mr. Coen’s performance during 2024, we granted Mr. Coen a target award of 45,755 PSUs tied to the Finance team's performance and 4,245 RSUs under the 2025 Performance Equity Program. In addition, upon his appointment as Chief Financial Officer, the Compensation Committee approved a target award of 67,991 PSUs tied to Company-wide cash flow metrics on May 21, 2025. On June 19, 2025, in connection with the cancellation of their Founder Options, the Compensation Committee awarded Dr. Kelly a target award of 635,670 PSUs and Dr. Shetty a target award of 375,800 PSUs, each award tied to Company-wide cash flow metrics, under the 2025 Performance Equity Program. The award of PSUs to the Founders in addition to all employees was intended to align the entire Company around one-year cash burn reduction goals as we pivoted the Company towards autonomous lab tools and services. The Compensation Committee determined PSUs were an appropriate equity tool to retain and incentivize the Founders to execute on near-term goals and strategies, and the size of their grants was determined to help align their total compensation to the 50th percentile of total cash compensation and equity compensation paid to executives holding equivalent roles in the Company’s 2025 peer group. In February 2026, the Compensation Committee certified 2025 performance for the PSU awards granted in 2025, which resulted in Mr. Coen receiving 28,368 shares of Ginkgo common stock with respect to his March 2025 PSU award, which represented actual performance equal to 62% of the finance team target, and Mr. Coen receiving 45,553 shares of Ginkgo common stock with respect to his May 2025 PSU award and Dr. Kelly receiving 425,898 shares of Ginkgo common stock and Dr. Shetty receiving 251,786 shares of Ginkgo common stock with respect to their June 2025 PSU awards, each of which represented actual performance equal to 67% of the Company-wide target. On March 6, 2025, as part of our annual compensation review process, after reviewing peer group data and after considering Mr. Dmytruk’s performance during 2024, we granted Mr. Dmytruk a target award of 17,475 PSUs tied to Company-wide cash flow metrics and 4,245 RSUs under the 2025 Performance Equity Program. Unvested portions of Mr. Dmytruk’s awards were forfeited at the time of his resignation.

  28. Founder Equity Compensation

    Founder Equity Compensation In 2023, in connection with the Board’s review of the Company’s executive compensation program, including compensation payable to our Founders, the Board formed a special committee (the “Special Committee”) to analyze and make recommendations to the Board regarding the compensation of each of Drs. Kelly, Shetty, Canton and Che (the “Founders”). Following extensive analysis and negotiations between the Special Committee and the Founders, the Special Committee resolved to recommend to the Board that it adopt a revised compensation program for our Founders in 2024 (the “2024 Founder Compensation Program”) that consisted, in part, of granting each Founder an option to purchase 125,000 shares of Ginkgo common stock (as adjusted to reflect the Company’s one-for-forty reverse stock split in August 2024 (the “Reverse Stock Split”)) with an exercise price of $100.00 (as adjusted to reflect the Reverse Stock Split) per share and with such options subject both to time-based and performance-based vesting criteria (the “Founder Options”). On April 4, 2024, the Board determined to adopt the 2024 Founder Compensation Program and grant the Founder Options. In June 2025, the Compensation Committee decided to cancel the Founder Options granted under the 2024 Founder Compensation Program due to the limitations posed by the number of shares available under the Company’s 2021 Plan and awarded Dr. Kelly and Dr. Shetty PSU awards under the 2025 Performance Equity Program described above. The Compensation Committee determined that it was in the best interest of the Company and its shareholders to retain and incentivize the Founders with refreshed awards.

  29. 2026 Performance Equity Program

    2026 Performance Equity Program On February 26, 2026, the Compensation Committee approved a performance-based equity incentive program (the “2026 Performance Equity Program”), substantially similar to the 2025 Performance Equity Program, under which PSUs and RSUs that vest in quarterly installments over one year were granted to substantially all employees. Mr. Coen was awarded PSUs and no RSUs, with the certification of the PSUs expected to take place in early 2027.

  30. Post-employment Compensation

    Post-employment Compensation Dr. Kelly and Dr. Shetty. Neither Dr. Kelly nor Dr. Shetty is entitled to any severance benefits upon termination of employment for any reason. Mr. Coen. Mr. Coen is not entitled to any severance benefits upon termination of employment for any reason. Mr. Coen entered into an agreement with us pursuant to which he is subject to non-competition, employee, consultant and advisor non-solicitation and no-hire, and customer and client non-solicitation covenants during the term of his employment or other service with us and for one year thereafter. The agreement also includes standard invention assignment and non-disclosure of confidential information covenants. Mr. Dmytruk. Prior to his termination of employment, Mr. Dmytruk had entered into an agreement with us pursuant to which he is subject to non-competition, employee, consultant and advisor non-solicitation and no-hire, and customer and client non-solicitation covenants during the term of his employment or other service with us and for one year thereafter. The agreement also includes standard invention assignment and non-disclosure of confidential information covenants.

  31. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of Ginkgo’s named executive officers for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jason Kelly | 2025 | 250,000 | 5,454,049 | - | 5,000 | 5,709,049 | | Chief Executive Officer | 2024 | 250,000 | - | 981,000 | - | 1,231,000 | | | 2023 | 250,000 | - | - | 12,019 | 262,019 | | Reshma Shetty | 2025 | 250,000 | 3,224,364 | - | 5,000 | 3,479,364 | | President & Former Chief Operating Officer | 2024 | 250,000 | - | 981,000 | - | 1,231,000 | | | 2023 | 250,000 | - | - | 12,019 | 262,019 | | Steven Coen(4) | 2025 | 433,692 | 893,633 | - | 5,000 | 1,332,326 | | Chief Financial Officer | | | | | | | | Mark Dmytruk(5) | 2025 | 212,308 | 169,633 | - | 5,000 | 386,941 | | Former Chief Financial Officer | 2024 | 460,000 | 1,320,000 | - | - | 1,780,000 | | | 2023 | 460,000 | 1,218,000 | - | 16,500 | 1,694,500 |

  33. Summary Compensation Table

    (1) Amounts reflect the grant date fair value of RSUs and PSUs awarded, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the RSUs, the grant date fair value was calculated by multiplying the closing price of the Company’s Class A common stock on the grant date by the number of RSUs granted. For the PSUs, the grant date fair value is based on the probable outcome of the applicable performance conditions, which assumes that the performance conditions are met in full. We provide information regarding the assumptions used to calculate the fair value of all RSU and PSU awards made in Note 14 to the consolidated financial statements included in our 2025 Annual Report on Form 10-K. (2) Amounts for 2024 reflect the grant date fair value of the Founder Options awarded, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, based on the probable outcome of the applicable performance conditions, which assumes that the performance conditions are met in full. We provide information regarding the assumptions used to calculate the fair value of all option awards made to named executive officers in Note 14 to the consolidated financial statements included in our 2025 Annual Report on Form 10-K. (3) Amounts for 2025 and 2023 represent employer non-elective contributions under Ginkgo’s 401(k) plan. (4) Mr. Coen was appointed as Chief Financial Officer effective May 30, 2025. No amounts are reported in this table for Mr. Coen prior to 2025 because Mr. Coen was not a named executive officer prior to 2025. (5) Mr. Dmytruk resigned from the Company effective June 6, 2025.

  34. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding plan-based awards made to Ginkgo’s named executive officers during the year ended December 31, 2025.

  35. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Jason Kelly | 6/19/2025(2) | 0 | 635,670 | - | - | 5,454,049 | | Reshma Shetty | 6/19/2025(3) | 0 | 375,800 | - | - | 3,224,364 | | Steven Coen | 3/6/2025(4) | - | - | - | 4,245 | 33,153 | | | 3/6/2025(5) | 0 | 45,755 | - | - | 357,347 | | | 5/21/2025(6) | 0 | 67,991 | - | - | 503,133 | | Mark Dmytruk | 3/6/2025(7) | - | - | - | 4,245 | 33,153 | | | 3/6/2025(8) | 0 | 17,475 | - | - | 136,480 |

  36. Grants of Plan-Based Awards

    (1)Amounts shown reflect the grant date fair value of RSUs or PSUs, as applicable, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See footnote (1) to the Summary Compensation Table above. (2)Represents the PSUs granted to Dr. Kelly on June 19, 2025, with performance vesting tied to the achievement of Company-wide cash flow metrics over a one-year performance period from January 1, 2025 through December 31, 2025 as certified by the Compensation Committee in February 2026, generally subject to his continued service to Ginkgo through the vesting date. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance. The actual number of PSUs earned was 425,898. (3)Represents the PSUs granted to Dr. Shetty on June 19, 2025, with performance vesting tied to the achievement of Company-wide cash flow metrics over a one-year performance period from January 1, 2025 through December 31, 2025 as certified by the Compensation Committee in February 2026, generally subject to her continued service to Ginkgo through the vesting date. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance. The actual number of PSUs earned was 251,786. (4)Represents the RSUs granted to Mr. Coen on March 6, 2025, which vested in substantially equal quarterly installments over one year beginning on April 16, 2025 until January 16, 2026, generally subject to his continued service to Ginkgo through the applicable vesting date. (5)Represents the PSUs granted to Mr. Coen on March 6, 2025, with performance vesting tied to the achievement of the Finance team's performance over a one-year performance period from January 1, 2025 through December 31, 2025 as certified by the Compensation Committee in February 2026, generally subject to his continued service to Ginkgo through the vesting date. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance. The actual number of PSUs earned was 28,368. (6)Represents the PSUs granted to Mr. Coen on May 21, 2025, with performance vesting tied to the achievement of Company-wide cash flow metrics over a one-year performance period from January 1, 2025 through December 31, 2025 as certified by the Compensation Committee in February 2026, generally subject to his continued service to Ginkgo through the vesting date. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance. The actual number of PSUs earned was 45,553. (7)Represents the RSUs granted to Mr. Dmytruk on March 6, 2025, which were scheduled to vest in substantially equal quarterly installments over one year beginning on April 16, 2025 until January 16, 2026, generally subject to his continued service to Ginkgo through the applicable vesting date. Any unvested RSUs were forfeited at the time of Mr. Dmytruk’s resignation. (8)Represents the PSUs granted to Mr. Dmytruk on March 6, 2025, with performance vesting tied to the achievement of Company-wide cash flow metrics over a one-year performance period from January 1, 2025 through December 31, 2025 as certified by the Compensation Committee in February 2026, generally subject to his continued service to Ginkgo through the vesting date. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance. The PSUs were forfeited at the time of Mr. Dmytruk’s resignation.

  37. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of Ginkgo common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025.

  38. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Jason Kelly | 1/1/2020 | - | - | 9,726(2) | 80,823 | | | 8/18/2021 | - | - | 48,279(2) | 401,198 | | | 6/19/2025 | 425,898(3) | 3,539,212 | - | - | | Reshma Shetty | 1/1/2020 | - | - | 9,726(2) | 80,823 | | | 8/18/2021 | - | - | 48,279(2) | 401,198 | | | 6/19/2025 | 251,786(4) | 2,092,342 | - | - | | Steven Coen | 7/28/2023 | 9,992(5) | 83,034 | - | - | | | 3/7/2024 | 4,223(6) | 35,093 | - | - | | | 3/6/2025 | 1,062(7) | 8,825 | - | - | | | 3/6/2025 | 28,368(8) | 235,738 | - | - | | | 5/21/2025 | 45,553(9) | 378,545 | - | - | | Mark Dmytruk (10) | 3/2/2021 | - | - | 4,968(2) | 41,284 | | | 4/4/2021 | - | - | 144(2) | 1,197 | | | 8/2/2021 | - | - | 582(2) | 4,836 |

  39. Outstanding Equity Awards at Fiscal Year-End

    (1) Amount shown is based on the closing price of a share of Ginkgo Class A common stock of $8.31 on December 31, 2025, the last trading day of fiscal year 2025. (2) Represents restricted stock earnout awards which vest in three substantially equal installments if the trading price per share of Ginkgo Class A common stock at any point during the trading hours of a trading day is greater than or equal to the following thresholds for any 20 trading days within any period of 30 consecutive trading days during the five-year period after the closing of the Business Combination: $600.00, $700.00 and $800.00. Dr. Kelly and Dr. Shetty’s related restricted stock met the service-based vesting requirement on October 1, 2022, and therefore, if the performance condition is met, the restricted stock earnout awards held by them will vest. Mr. Dmytruk’s related restricted stock units granted on March 2, 2021 and April 4, 2021 met the service-based vesting requirement on November 1, 2024 and December 1, 2024, respectively, and therefore, if the performance condition is met, the restricted stock earnout awards granted on the same dates will vest. Part of Mr. Dmytruk’s related restricted stock units granted on August 2, 2021 met the service-based vesting requirement prior to his resignation, and therefore, if the performance condition is met, the related restricted stock earnout awards granted on the same date will vest. The portion of Mr. Dmytruk’s related restricted stock units granted on August 2, 2021 that did not meet the service-based vesting requirement prior to his resignation and the related restricted stock earnout awards granted on the same date were forfeited at the time of his resignation. (3) The PSUs granted to Dr. Kelly on June 19, 2025 were subject to the achievement of Company-wide cash flow metrics during the performance period of January 1, 2025 through December 31, 2025. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance, generally subject to his continued service to Ginkgo through such date. The amount includes the actual number of shares earned as determined upon the certification of performance results by the Compensation Committee in the first quarter of 2026. (4) The PSUs granted to Dr. Shetty on June 19, 2025 were subject to the achievement of Company-wide cash flow metrics during the performance period of January 1, 2025 through December 31, 2025. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance, generally subject to her continued service to Ginkgo through such date. The amount includes the actual number of shares earned as determined upon the certification of performance results by the Compensation Committee in the first quarter of 2026. (5) The RSUs granted to Mr. Coen on July 28, 2023 began vesting on May 1, 2023 and will continue to vest in substantially equal monthly installments until April 1, 2027, generally subject to his continued service to Ginkgo through the applicable vesting date. (6) The RSUs granted to Mr. Coen on March 7, 2024 began vesting on May 1, 2024 and will continue to vest in substantially equal monthly installments until April 1, 2028, generally subject to his continued service to Ginkgo through the applicable vesting date. (7) The RSUs granted to Mr. Coen on March 6, 2025 vested in substantially equal quarterly installments over one year beginning on April 16, 2025 until January 16, 2026, generally subject to his continued service to Ginkgo through the applicable vesting date. (8) The PSUs granted to Mr. Coen on March 6, 2025 were subject to the achievement of the Finance team's performance during the performance period of January 1, 2025 through December 31, 2025. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance, generally subject to his continued service to Ginkgo through such date. The amount includes the actual number of shares earned as determined upon the certification of performance results by the Compensation Committee in the first quarter of 2026. (9) The PSUs granted to Mr. Coen on May 21, 2025 were subject to the achievement of Company-wide cash flow metrics during the performance period of January 1, 2025 through December 31, 2025. PSU awards may vest between 0% and 100% of target and any earned PSUs vest on the date on which the Compensation Committee certifies performance, generally subject to his continued service to Ginkgo through such date. The amount includes the actual number of shares earned as determined upon the certification of performance results by the Compensation Committee in the first quarter of 2026. (10) Mr. Dmytruk did not hold any outstanding equity awards as of December 31, 2025 other than earnout awards which are time-vested and have not met performance conditions. All other then unvested equity awards held by Mr. Dmytruk were forfeited as of his resignation on June 6, 2025.

  40. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the stock awards held by Ginkgo’s named executive officers that vested during the year ended December 31, 2025. No stock options held by any of Ginkgo’s named executive officers were exercised during the year ended December 31, 2025.

  41. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jason Kelly | - | - | | Reshma Shetty | - | - | | Steven Coen | 12,099 | 129,750 | | Mark Dmytruk | 9,955 | 94,070 |

  42. Option Exercises and Stock Vested

    (1) Amount shown is based on the closing price of a share of Ginkgo Class A common stock on the vesting date of the applicable stock awards.

  43. Pension Benefits

    Pension Benefits None of our named executive officers participated in or received benefits from a pension plan during the year ended December 31, 2025 or in any prior year.

  44. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our named executive officers participated in or received benefits from a nonqualified deferred compensation plan during the year ended December 31, 2025 or in any prior year.

  45. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control Dr. Kelly and Dr. Shetty. Neither Dr. Kelly nor Dr. Shetty have entered into employment agreements, offer letters or severance agreements with Ginkgo and are not entitled to payments or benefits in the event their employment terminates or in connection with a change in control. Mr. Coen. Mr. Coen is not entitled to payments or benefits in the event his employment terminates or in connection with a change in control. Mr. Dmytruk. Mr. Dmytruk did not receive any payments or benefits in connection with his resignation effective June 6, 2025. 2021 Plan. Under the 2021 Plan, in the event of a change in control of the Company (as defined in the 2021 Plan) in which equity awards, including those held by our named executive officers, are not continued, converted, assumed or replaced with a comparable award in connection with such change in control, the equity awards will become fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such equity awards will lapse as of such change in control, and such equity awards will be canceled upon the consummation of the change in control in exchange for the right to receive the change in control consideration payable to holders of our common stock.

  46. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing disclosure regarding the ratio of the annual total compensation of Jason Kelly, our CEO, to that of our median employee. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. We identified the median employee by examining W-2 reported earnings for all U.S. employees, excluding our CEO, who were employed by us on December 31, 2025, whether employed on a full or part-time basis, with compensation annualized for any permanent employee that was not employed for all of 2025. As of December 31, 2025, our workforce consisted of 485 active employees, with 2 employees located in the Netherlands and 6 located in Switzerland. As permitted by SEC rules, we excluded our non-U.S. employees from our calculations, as the combined workforce in those non-U.S. countries comprised approximately 1.65% of our total global workforce as of this same date. After excluding our non-U.S. employees, we identified our median employee from a population of 477 U.S. employees. After identifying the median employee based on reported earnings through December 31, 2025, we calculated the annual total compensation for 2025 for such employee using the same methodology we used for our named executive officers as set forth in the Summary Compensation Table above. For 2025, the value of the annual total compensation of the median employee was $176,436. For 2025, the annual total compensation of our CEO was $5,709,049. The resulting ratio of the two amounts is approximately 1:32. SEC rules allow companies to use a variety of methods and assumptions to estimate median employee compensation, and factors such as industry, geography, business model, and workforce composition will vary across companies. Accordingly, the information above may not be comparable to information reported by other companies.

  47. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our named executive officers other than our principal executive officer (“Other NEOs” or “Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Each of our named executive officers (“NEOs”), other than Mr. Coen, became an NEO of the Company in connection with the Business Combination and prior to that time none of the NEOs of Old Ginkgo received any compensation. We make our compensation decisions independently of disclosure requirements.

  48. Pay Versus Performance

    | Year | Summary Compensation Table Total for Jason Kelly¹ ($) | Compensation Actually Paid to Jason Kelly¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs¹ ($) | Average Compensation Actually Paid to Non-PEO NEOs¹˒²˒³ ($) | Value of Initial Fixed $100 Investment Based on:4 | | Net Income (Loss) ($ Millions)5 | Adjusted Cash Flow ($ Millions)6 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 5,709,049 | 3,712,220 | 1,732,877 | 1,080,018 | 1.71 | 92.84 | (313) | (157) | | 2024 | 1,231,000 | (248,050) | 1,505,500 | (774,749) | 2.02 | 67.96 | (547) | (384) | | 2023 | 262,019 | (766,187) | 978,500 | 540,035 | 13.88 | 67.48 | (893) | (380) | | 2022 | 262,500 | (152,520,622) | 1,228,975 | (82,295,312) | 13.88 | 62.62 | (2,105) | (223) | | 2021 | 380,742,276 | 237,508,511 | 210,405,477 | 132,638,554 | 68.23 | 84.19 | (1,830) | (1,207) |

  49. Pay Versus Performance

    1.Jason Kelly became PEO on September 17, 2021, the date of the closing of the Business Combination. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  50. Pay Versus Performance

    | 2025 | 2021*-2024 | | Reshma Shetty | Reshma Shetty | | Steven Coen | Mark Dmytruk | | Mark Dmytruk | |

  51. Pay Versus Performance

    *Dr. Shetty and Mr. Dmytruk each became NEOs on September 17, 2021, the date of the closing of the Business Combination. 2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below and reflect compensation for the full year of 2021, consistent with the Summary Compensation Table disclosure. 3.Compensation Actually Paid has been calculated in accordance with Item 402(v) of Regulation S-K and reflects the exclusions and inclusions of certain amounts for the PEO and the Other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. As of December 31, 2020, the end of the fiscal year prior to the date on which the Business Combination occurred (September 16, 2021), all awards were valued at $0 as their performance conditions were not considered probable to be achieved as of that date. Certain restricted stock units were subsequently modified on November 17, 2021 such that the performance conditions were deemed to be met. The per-share values of the restricted stock earnout awards are estimated based on the use of a Monte Carlo valuation methodology and the probable outcome of the achievement of the performance conditions as determined in accordance with FASB ASC Topic 718 on the dates required to be reported in the tables below.

  52. Pay Versus Performance

    | Year | Summary Compensation Table Total for Jason Kelly ($) | Exclusion of Stock Awards and Option Awards for Jason Kelly ($) | Inclusion of Equity Values for Jason Kelly ($) | Compensation Actually Paid to Jason Kelly ($) | | 2025 | 5,709,049 | (5,454,049) | 3,457,220 | 3,712,220 |

  53. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,732,877 | (1,429,210) | 776,351 | 1,080,018 |

  54. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  55. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jason Kelly ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jason Kelly ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Jason Kelly ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jason Kelly ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Jason Kelly ($) | Total - Inclusion of Equity Values for Jason Kelly ($) | | 2025 | 3,539,220 | (82,000) | — | — | — | 3,457,220 |

  56. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 905,153 | (34,488) | 11,604 | (2,504) | (103,414) | 776,351 |

  57. Pay Versus Performance

    4.The peer group total shareholder return (“Peer Group TSR”) set forth in this table utilizes the S&P Biotechnology Select Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested in our Class A common stock and in the S&P Biotechnology Select Industry Index, respectively, for the period starting September 17, 2021 (the date our Class A common stock began trading on the NYSE after the closing of the Business Combination) through December 31 of the applicable year. Historical stock performance is not necessarily indicative of future stock performance. 5.The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. 6.The amounts reported in this column represent adjusted cash flow, a non-GAAP number and our Company-Selected Measure, which we believe represents the most important financial performance measure used to link Compensation Actually Paid to our PEO and Other NEOs in 2025 to our performance. The amount represents the decrease in cash and cash equivalents per our SEC statement of cash flows adjusted for the year-end balance in marketable debt securities. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company TSR (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and the Company’s cumulative TSR starting September 17, 2021 (the date our Class A common stock began trading on the NYSE after the Business Combination) through December 31, 2025.The following chart also compares the Company’s cumulative TSR to the Peer Group TSR starting September 17, 2021 (the date our Class A common stock began trading on the NYSE after the Business Combination) through December 31, 2025. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and our Net Income (Loss) during the five most recently completed fiscal years. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted Cash Flow The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and our Adjusted Cash Flow during the five most recently completed fiscal years. Tabular List of Financial Performance Measures The most important financial performance measures used to link Compensation Actually Paid to our PEO and Other NEOs in 2025 to our performance are as follows: •Adjusted Cash Flow