8-K - Ginkgo Bioworks Holdings, Inc. | StockGist

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Ginkgo Bioworks Holdings, Inc. announced that its wholly owned subsidiary, Ginkgo Bioworks, Inc., entered into a Stock Purchase Agreement dated February 26, 2026, with Tower Biosecurity, Inc. to contribute all equity interests in Ginkgo Biosecurity, LLC, representing substantially all of the Company's Biosecurity segment operations, in exchange for approximately 20% of Tower Biosecurity's issued and outstanding equity on a fully diluted basis.

Key Takeaways

1On February 26, 2026, Ginkgo Bioworks, Inc. (Seller) entered into Stock Purchase Agreement with Tower Biosecurity, Inc. (Purchaser) and Ginkgo Biosecurity, LLC (Biosecurity).

2Seller to contribute all issued and outstanding equity interests of Biosecurity, constituting substantially all of Company's Biosecurity segment operations.

3Purchaser to issue shares of its common stock representing approximately 20% of issued and outstanding equity on fully diluted basis.

4Transaction expected to complete in first half of 2026, subject to customary closing conditions.

5Agreement filed as Exhibit 1.1.

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. On February 26, 2026, Ginkgo Bioworks, Inc. (the “Seller”), a wholly owned subsidiary Ginkgo Bioworks Holdings, In

Material Agreement

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Stock Purchase Agreement, dated February 26, 2026, by and among Tower Biosecur

Exhibits Only

Transaction Details

Material Agreement

Agreement: Stock Purchase Agreement
Parties: Ginkgo Bioworks, Inc. (Seller), Tower Biosecurity, Inc. (Purchaser), Ginkgo Biosecurity, LLC (Biosecurity), Ginkgo Bioworks Holdings, Inc. (solely for purposes set forth in Section 11.09)

•Seller contributes all issued and outstanding equity interests of Biosecurity to Purchaser
•Biosecurity constitutes substantially all of Company's Biosecurity segment operations
•Purchaser issues common stock representing approximately 20% of issued and outstanding equity on fully diluted basis
•Closing expected in first half of 2026 subject to customary closing conditions

Exhibits (2)

1.1

EX-1.1

8-K