v3.26.1
Fair Value Measurements
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
As of June 30, 2026
TotalLevel 1Level 2Level 3
Assets:
Cash and cash equivalents:
Money market funds$86,511 $86,511 $— $— 
U.S. Treasury securities15,998 15,998 — — 
Corporate bonds3,315 — 3,315 — 
Marketable securities:
Commercial paper916 — 916 — 
U.S. Treasury securities126,210 126,210 — — 
Corporate bonds70,784 — 70,784 — 
Marketable equity securities19,718 19,718 — — 
Investments:
Synlogic, Inc. warrants (1)
119 — 119 — 
Marketable equity securities1,343 1,343 — — 
Total assets$324,914 $249,780 $75,134 $— 
Liabilities:
Accrued expenses and other current liabilities:
Contingent consideration$5,438 $— $— $5,438 
Other non-current liabilities:
Contingent consideration252 — — 252 
Total liabilities$5,690 $— $— $5,690 
As of December 31, 2025
TotalLevel 1Level 2Level 3
Assets:
Cash and cash equivalents:
Money market funds$146,136 $146,136 $— $— 
Marketable securities:
Commercial paper4,060 — 4,060 — 
U.S. Treasury securities118,038 118,038 — — 
Corporate bonds114,666 — 114,666 — 
Marketable equity securities18,654 18,654 — — 
Investments:
Synlogic, Inc. warrants (1)
190 — 190 — 
Marketable equity securities1,562 1,562 — — 
Other non-current assets:
Notes receivable7,126 — — 7,126 
Total assets$410,432 $284,390 $118,916 $7,126 
Liabilities:
Accrued expenses and other current liabilities:
Contingent consideration$5,438 $— $— $5,438 
Other non-current liabilities:
Contingent consideration252 — — 252 
Total liabilities$5,690 $— $— $5,690 
(1)The fair value of Synlogic, Inc. warrants is calculated as the quoted price of the underlying common stock, less the unpaid exercise price of the warrants.
Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the six months ended June 30, 2025, transfers into Level 3 consisted of a note receivable that was transferred from Level 2 to Level 3 upon a change in valuation technique. There were no other transfers between Levels 1, 2, or 3 during the six months ended June 30, 2026 or June 30, 2025.
The table below provides a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value using Level 3 significant unobservable inputs for the six months ended June 30 (in thousands):
Notes ReceivableContingent Consideration
Balance at January 1, 2026$7,126 $5,690 
Change in fair value(7,126)— 
Balance at June 30, 2026$— $5,690 
Balance at January 1, 20251,843 9,922 
Additions173 — 
Change in fair value50 (4,232)
Settlements and payments(50)— 
Conversion to preferred stock(1,463)— 
Transfers into Level 36,987 — 
Balance at June 30, 2025$7,540 $5,690 
Notes Receivable
For all of its notes receivable, the Company has elected the fair value option, under which changes in fair value are recorded in other income (expense), net, in the condensed consolidated statements of operations and comprehensive loss.
The Company holds a senior secured note in the original principal amount of $11.8 million issued by Bolt Threads, Inc. (“Bolt”), which bears interest at 12% per annum, is due December 31, 2027, and is included in other non-current assets at its estimated fair value.
During the six months ended June 30, 2026, Bolt disclosed it ceased operations. Any proceeds recovered from the Bolt note as the result of a potential disposition of Bolt assets are expected to be immaterial. As such, during the six months ended June 30, 2026, the Company reduced the carrying value of the senior secured note to zero.
As of December 31, 2025, the Company used a discounted cash flow model to estimate the fair value of the senior secured note, incorporating significant unobservable inputs such as the recovery rate, a risk-adjusted discount rate, and a potential settlement scenario.
The Company also held a series of convertible debt instruments issued by customers as payment for cell engineering services. The Company used a scenario-based method to value the convertible debt instruments. Under this method, future cash flows are evaluated under various payoff scenarios, probability-weighted, and discounted to present value. The significant unobservable (Level 3) inputs used in the fair value measurement as of December 31, 2025 included scenario probabilities ranging from 5% to 45%, a discount rate of 15.5% and estimated time to event date of approximately one year. Significant changes in these inputs could have resulted in a significantly lower or higher fair value measurement.
As of June 30, 2026, the Company’s convertible notes receivable had an unpaid principal balance of $7.5 million and a fair value of zero, compared to an unpaid principal balance of $9.7 million and a fair value of $0.5 million as of December 31, 2025.
Contingent Consideration
In connection with various business acquisitions, the Company is required to make contingent earnout payments payable upon the achievement of certain technical, commercial and/or performance milestones. The Company also issued restricted stock in connection with acquisitions, which is subject to vesting conditions and is classified as contingent consideration liability.
The Company may settle a majority of its contingent consideration liabilities in either cash or shares of Class A common stock, at its discretion, with the remainder payable in cash. No contingent consideration liabilities were settled during the six months ended June 30, 2026 or 2025, respectively.
The fair value of contingent consideration related to earnout payments from acquisitions was estimated using unobservable (Level 3) inputs as illustrated in the table below. The fair value of contingent consideration related to restricted stock was estimated using the quoted price of Ginkgo’s Class A common stock, an estimate of the number of shares expected to vest, probability of vesting, and a discount rate. Material increases or decreases in these inputs could result in a higher or lower fair value measurement. Changes in the fair value of contingent consideration are recorded in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss.
The following table provides quantitative information regarding Level 3 inputs used in the fair value measurements of contingent consideration liabilities as of the periods presented:
June 30, 2026December 31, 2025
Contingent Consideration LiabilityValuation TechniqueUnobservable InputRange Range
Earnout payments (FGen and Dutch DNA acquisitions)Probability-weighted present valueProbability of payment
5% - 10%
5% - 10%
Discount rate
21.3%
14.9%
Nonrecurring Fair Value Measurements
The Company measures the fair value of certain assets, including investments in privately held companies without readily determinable fair values, on a nonrecurring basis when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable and when observable price changes occur for identical or similar security of the same issuer.
The fair value of non-marketable equity securities is classified within Level 3 in the fair value hierarchy when the Company estimates fair value using unobservable inputs to measure the amount of the impairment loss. The fair value of non-marketable equity securities is classified within Level 2 in the fair value hierarchy when the Company estimates fair value using the observable transaction price paid by third party investors for the identical or similar security of the same issuer.
During the three and six months ended June 30, 2026, the Company recorded no impairment losses related to its investments in the preferred stock of privately held companies. During the six months ended June 30, 2025, the Company recorded an impairment of $1.8 million related to an investment in the preferred stock of a privately held company after concluding that the investment had substantially no value. During the three months ended June 30, 2025, the Company recorded no impairment losses related to its investments in the preferred stock of privately held companies.
No impairment losses related to Simple Agreements for Future Equity (“SAFEs”) were recorded during the three and six months ended June 30, 2026 or 2025, respectively.