On February 26, 2026, Ginkgo Bioworks, Inc. (the “Seller”), a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Tower Biosecurity, Inc., also known as Perimeter Systems, Inc. (the “Purchaser” or “Perimeter”), for the Biosecurity Divestiture. The transaction closed on April 3, 2026 (the “Closing Date”). Pursuant to the Purchase Agreement, the Seller contributed to the Purchaser all of the issued and outstanding equity interests of Ginkgo Biosecurity, LLC (“Biosecurity”), constituting substantially all of the Company's operations comprising its Biosecurity business. In exchange, the Purchaser issued to the Seller shares of its common stock representing approximately 20% of the issued and outstanding equity of the Purchaser on a fully diluted basis. The Seller’s common equity interest in the Purchaser constituted approximately 44% of the outstanding common equity of the Purchaser as of the Closing Date.

Concurrently, the Company and Perimeter entered into a Transition Services Agreement (“TSA”) to ensure the continuity of business operations, pursuant to which the Company and Perimeter provide each other specified services on a temporary basis. The Seller provides certain services to the Purchaser, including, but not limited to, information technology access and support, certain scientific services, human resources, finance and accounting functions. The TSA is expected to conclude within 12 months of the Closing Date. The billings under the TSA are not expected to be significant.

The Biosecurity Divestiture represents a strategic shift that has a major effect on the Company's operations and financial results. The Company no longer operates in the biosecurity market since the Closing Date. The Biosecurity Divestiture meets both the criteria to be classified as a discontinued operation. As such, the results of operations of the Biosecurity business are presented as a single line item, “Net income (loss) from discontinued operations, net of tax,”on the condensed consolidated statements of operations for all periods presented. All prior periods presented have been recast accordingly.

Deconsolidation of the Biosecurity business occurred on the Closing Date. In connection with the deconsolidation, the Company recognized a net gain on deconsolidation of $24.5 million (net of the Company's equity interest contributed to Perimeter management) within in the second quarter of 2026. No cash consideration was received by the Company in connection with the Biosecurity Divestiture. The fair value of the retained equity interest in Perimeter of $12.3 million was determined using the Option Pricing Method (“OPM”) under a Black-Scholes framework (a Level 3 fair value measurement), which allocates equity value across Perimeter's capital structure based on the economics of each security class. Volatility was selected based on the historical equity volatility of a set of comparable guideline public companies and a discount for lack of marketability was applied.

Following deconsolidation, the Company accounts for its retained approximately 44% common equity interest in Perimeter using the equity method of accounting. The Company has the ability to exercise significant influence over the operating and financial policies of Perimeter through its common equity ownership and rights under the Stockholders Agreement. The Company will recognize its proportionate share of Perimeter's operation, equaling approximately 44%.

In connection with the Biosecurity Divestiture, approximately 30% of Perimeter's equity was issued to Perimeter management previously employed by Ginkgo. In accordance with ASC 718 and ASC 710, the fair value of the Perimeter equity awarded to Perimeter management (approximately $15.4 million) was recognized as compensation expense in the second quarter of 2026. This amount is presented within discontinued operations on the Company’s condensed consolidated statements of operations. The management compensation tranche was measured at fair value on the Closing Date using the same Option Pricing Method applied to value the Company's common equity interest in Perimeter.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue	$	1,464	$	10,470	$	7,674	$	20,558

Costs and operating expenses:
Cost of revenue	—		9,442		5,352		17,399
General and administrative	15,360		8,298		23,061		17,618
Restructuring charges	—		108		—		915
Total operating expenses	15,360		17,848		28,413		35,932
Loss from operations	(13,896)		(7,378)		(20,739)		(15,374)
Gain on deconsolidation	24,507		—		24,507		—
Other income	—		272		315		621
Total other income	24,507		272		24,822		621
Income (loss) from discontinued operations	$	10,611	$	(7,106)	$	4,083	$	(14,753)


	Six Months Ended June 30,
	2026		2025
Cash flows from operating activities:
Income (loss) from discontinued operations	$	4,083	$	(14,753)
Adjustments to reconcile net income (loss) from discontinued operations to net cash provided by (used in) operating activities - discontinued operations:
Depreciation and amortization	561		1,088
Stock-based compensation	17,314		6,489
Gain on deconsolidation	(24,507)		—
Changes in operating assets and liabilities:
Accounts receivable	7,780		(2,610)
Prepaid expenses and other current assets	558		771
Accounts payable, accrued expenses and other current liabilities	(8,142)		(1,784)
Deferred revenue, current and non-current	—		329
Net cash used in operating activities - discontinued operations	$	(2,353)	$	(10,470)