Ginkgo Bioworks Holdings, Inc.

19. Income Taxes

For the years ended December 31, 2025, 2024 and 2023, the loss before income taxes consisted of the following (in thousands):

For the years ended December 31, 2025, 2024 and 2023, the Company recorded the following income tax expense (benefit) (in thousands):

A reconciliation of income tax benefit computed by applying the 21% statutory U.S. Federal income tax rate to income before income taxes after the adoption of ASU 2023-09 for year ended December 31, 2025 is as follows:

(1)The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include Massachusetts and New York state and city.

A reconciliation of income tax benefit computed at the statutory corporate income tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023 is as follows:

For the years ended December 31, 2025, the amount of cash income taxes paid by the Company was as follows (in thousands):

The Company’s deferred tax assets and liabilities consist of the following (in thousands):

Activity in the deferred tax assets valuation allowance is summarized as follows (in thousands):

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. The Company considered its history of cumulative net losses incurred since inception and has concluded that it is more-likely-than-not that it will not realize the benefits of the deferred tax assets. Accordingly, a valuation allowance has been established against the deferred tax assets as of December 31, 2025 and 2024 that are not expected to be realized. The Company reevaluates the positive and negative evidence at each reporting period. The valuation allowance increased on a net basis by $68.2 million during the year ended December 31, 2025 primarily due to increases in the deferred tax assets related to net operating loss carryforwards partially offset by the continued amortization of capitalized research and development costs as allowed by certain provisions of the One Big Beautiful Bill Act of 2025.

As of December 31, 2025, the Company had federal net operating loss carryforwards of approximately $1.8 billion, of which $139.2 million will begin to expire in 2029 and $1.6 billion can be carried forward indefinitely. As of December 31, 2025, the Company had state net operating loss carryforwards of approximately $1.5 billion, of which $1.2 billion will begin to expire in 2030 and $257.5 million can be carried forward indefinitely. The Company also had $3.9 million of foreign net operating losses as of December 31, 2025, of which $1.5 million will begin to expire in 2034 and $2.4 million can be carried forward indefinitely.

As of December 31, 2025, the Company had federal research and development tax credit carryforwards of approximately $38.8 million, which will begin to expire in 2029. As of December 31, 2025, the Company also had state research and development and investment tax credit carryforwards of approximately $31.4 million, which will begin to expire in 2030.

Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside of the Company’s control. As a result, if the Company earns net taxable income, the Company's ability to use its pre-change net operating loss carryforwards, or other pre-change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to significant limitations.

The Company evaluates the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where it operates to assess their potential effect on its business and assumptions regarding future taxable income. The Company cannot predict whether specific proposals will be enacted, the terms of such proposals, or their potential impact on its business if enacted. In 2025, no major tax legislation was enacted in the jurisdictions where the Company operates that materially impacted its consolidated financial statements.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which the Company operates. In the normal course of business, the Company is subject to examination by U.S. federal, state, local, and foreign taxing authorities, where applicable. There are currently no tax examinations in progress. As of December 31, 2025, with few exceptions, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for tax years before 2016. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state taxing authorities to the extent utilized in a future period.

The Company accounts for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. As of December 31, 2025 and 2024, the Company hadno recorded liabilities for uncertain tax positions and hadno accrued interest or penalties related to uncertain tax positions.