Ginkgo Bioworks Holdings, Inc.

13. Stockholders' Equity

Capitalization

The following table presents the Company’s authorized, issued, and outstanding common stock as of the dates indicated:

At-The-Market Program

On August 7, 2025, the Company filed a universal shelf registration statement on Form S-3, which was declared effective by the SEC on August 14, 2024, on which the Company registered for sale up to $500.0 million of any combination of the Company's Class A common stock, preferred stock, warrants, and/or units from time to time and at prices and on terms that the Company may determine. On September 4, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Allen & Company LLC, who is acting as the sales agent (the “Agent”), pursuant to which the Company may sell shares of its Class A common stock from time to time at prices and on terms determined by market conditions at the time of offering, up to an aggregate offering price of $100.0 million through or directly to the Agent in one or more at-the-market (“ATM”) offerings. Since inception of the Sales Agreement through December 31, 2025, the Company has issued 1.9 million shares of Class A common stock under the Sales Agreement for net proceeds of $18.1 million.

Preferred Stock

The Company is authorized to issue 200 million shares of preferred stock with a par value $0.0001 per share. The Company’s board of directors are authorized, without stockholder approval, to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, voting, and other rights, preferences and privileges of the shares. There wereno issued and outstanding shares of preferred stock as of December 31, 2025.

Common Stock

The Company is authorized to issue 15,800 million shares of common stock, including 10,500 million shares of Class A common stock, par value $0.0001 per share,4,500 million shares of Class B common stock, par value $0.0001 per share, and 800 million shares of Class C common stock, par value $0.0001 per share.

Voting

Holders of Class A common stock are entitled toone vote per share and holders of Class B common stock are entitled toten votes per share. Holders of Class C common stock are not entitled to vote except as otherwise expressly provided in the certificate of incorporation or required by applicable law.

Dividends

Common stockholders are entitled to receive dividends, as may be declared by the board of directors. Different classes of common stock are legally entitled to equal per share distributions whether through dividends or liquidation. No dividends have been declared to date.

Conversion

Each share of Class B common stock is convertible at any time at the option of the holder intoone share of Class A common stock. Generally, shares of Class B common stock will convert automatically into Class A common stock upon the holder ceasing to be an Eligible Holder (i.e., director, employee, trust or legal entity of Ginkgo), unless otherwise determined by affirmative vote of a majority of independent directors of Ginkgo.

Common Stock Reserved for Future Issuances

The Company had the following common stock reserved for future issuance as of the date indicated:

(1)Excludes unvested earnout shares, which are restricted shares issued to equity holders of legacy Ginkgo prior to the closing of the SRNG Business Combination and to SRNG. These earnout shares are recorded in equity as shares outstanding upon satisfying the vesting conditions.