UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Form 8-K)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 3, 2026, Ginkgo Bioworks, Inc. (the "Seller"), a wholly owned subsidiary of Ginkgo Bioworks Holdings, Inc. (the "Company"), completed a transaction with Tower Biosecurity, Inc. also known as Perimeter Systems, Inc. (the "Purchaser") and Ginkgo Biosecurity, LLC ("Biosecurity") (the "Transaction"). In connection with the Transaction, Seller contributed to Purchaser all of the issued and outstanding equity interests of Biosecurity, constituting substantially all of the Company's operations comprising its Biosecurity segment, and in exchange, the Purchaser issued to the Seller shares of common stock of the Purchaser representing approximately 20% of the issued and outstanding equity of the Purchaser on a fully diluted basis.

The Transaction represents a strategic shift and therefore, beginning with the Company's quarterly report on Form 10-Q for the period ending March 31, 2026, the Biosecurity historical financial results for periods prior to the Transaction will be reflected in the Company's consolidated financial statements as discontinued operations for all periods presented.

The following unaudited pro forma condensed consolidated financial statements of the Company were derived from its historical consolidated financial statements and are being presented to give effect to the Transaction. The unaudited pro forma Condensed Consolidated Statements of Operations for each of the three years ended December 31, 2025, 2024, and 2023 reflect the Company's results as if the Transaction had occurred on January 1, 2023. The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025 gives effect to the Transaction as if it occurred on that date.

The unaudited pro forma condensed consolidated financial statements give effect to the Transaction including: (i) the elimination of the historical Biosecurity financial results and (ii) the transfer of certain assets between the Company and the Purchaser upon closing of the Transaction.

The transaction accounting adjustments are based on available information and assumptions that the Company's management believes are reasonable, that reflect the impact of events directly attributable to the Transaction that are factually supportable, and for purposes of the Condensed Consolidated Statements of Operations, are expected to have a continuing impact on the Company. The Company has entered into a Transition Services Agreement ("TSA") with the Purchaser pursuant to which the Company and the Purchaser will provide each other certain specified services on a temporary basis. These transition services are not expected to have a material impact on the Company and are not recurring in nature, and as such, have not been included in the Transaction adjustments.

The unaudited pro forma condensed consolidated financial statements are subject to the assumptions and adjustments described in the accompanying notes and in the opinion of Company management, all adjustments and disclosures have been prepared in accordance with Regulation S-X, Article 11. The unaudited pro forma condensed consolidated financial statements are not intended to be a complete presentation of the Company's financial position or results of operations had the Transaction occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only, and are not necessarily indicative of the Company's historical or future results of operations or financial condition had the Transaction been completed on the dates assumed.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) the audited consolidated financial statements, the accompanying notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 which are available at the Company's website at www.ginkgobioworks.com.

Ginkgo Bioworks Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2025

(in thousands)

			Historical						Biosecurity Separation (a)						Transaction Accounting Adjustments						Notes						Pro Forma
Assets
Current assets:
Cash and cash equivalents			$	167,202					$	-					$	-											$	167,202
Marketable securities			255,418						-						-												255,418
Accounts receivable, net			24,255						-						-												24,255
Prepaid expenses and other current assets			24,963						-						-												24,963
Total current assets			471,838						-						-												471,838
Property, plant and equipment, net			167,783						(412)						-												167,371
Operating lease right-of-use assets			360,918						-						-												360,918
Investments			15,066						-						12,288						(b)						27,354
Intangible assets, net			56,924						(3,442)						-						(c)						53,482
Other non-current assets			47,167						-						-												47,167
Total assets			$	1,119,696					$	(3,854)					$	12,288											$	1,128,130
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable			$	10,566					$	-					$	-											$	10,566
Deferred revenue			18,946						-						-												18,946
Accrued expenses and other current liabilities			66,458						-						1,077						(c)						67,535
Total current liabilities			95,970						-						1,077												97,047
Non-current liabilities:			-
Deferred revenue, net of current portion			75,182						-						-												75,182
Operating lease liabilities, non-current			417,078						-						-												417,078
Other non-current liabilities			22,876						-						-												22,876
Total liabilities			611,106						-						1,077												612,183
Stockholders' equity:
Total stockholders' equity			508,590						(3,854)						11,211						(d)						515,947
Total liabilities and stockholders' equity			$	1,119,696					$	(3,854)					$	12,288											$	1,128,130

Ginkgo Bioworks Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2025

(in thousands, except share data)

			Historical						Biosecurity Separation (a)						Pro Forma
Cell Engineering revenue			$	132,746					$	-					$	132,746
Biosecurity revenue:
Service			37,409						(37,409)						-
Total revenue			170,155						(37,409)						132,746
Costs and operating expenses:
Cost of Biosecurity service revenue			31,521						(31,521)						-
Cost of other revenue			15,451						-						15,451
Research and development			243,773						-						243,773
General and administrative			183,290						(32,972)						150,318
Restructuring charges			11,398						(1,922)						9,476
Total operating expenses			485,433						(64,262)						419,018
Loss from operations			(315,278)						26,853						(286,272)
Other income (expense):
Interest income			22,616						(2)						22,614
Loss on investments			(16,411)						-						(16,411)
Other (expense) income, net			(4,527)						(1,856)						(6,383)
Total other income (expense)			1,678						(1,858)						(180)
Loss before income taxes			(313,600)						24,995						(288,605)
Income tax benefit			(837)						-						(837)
Net loss:			$	(312,763)					$	24,995					$	(287,768)
Net loss per share			$	(5.64)					-						$	(6.00)
Weighted average common shares outstanding:			55,457,676						-						55,457,676

Ginkgo Bioworks Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2024

(in thousands, except share data)

			Historical						Biosecurity Separation (a)						Pro Forma
Cell Engineering revenue			$	173,972					$	-					$	173,972
Biosecurity revenue:
Service			53,071						(53,071)						-
Total revenue			227,043						(53,071)						173,972
Costs and operating expenses:
Cost of Biosecurity service revenue			38,549						(38,549)						-
Cost of other revenue			5,999						-						5,999
Research and development			424,061						(79)						423,982
General and administrative			246,161						(55,261)						190,900
Goodwill impairment			47,858						-						47,858
Restructuring charges			24,172						(1,236)						22,936
Total operating expenses			786,800						(93,595)						691,675
Loss from operations			(559,757)						40,524						(517,703)
Other income (expense):
Interest income			38,612						-						38,612
Interest expense			(94)						-						(94)
Loss on investments			(28,827)						-						(28,827)
Loss on deconsolidation of subsidiaries			(7,013)						-						(7,013)
Change in fair value of warrant liabilities			5,701						-						5,701
Other income (expense), net			3,870						(1,105)						2,765
Total other income (expense)			12,249						(1,105)						11,144
Loss before income taxes			(547,508)						39,419						(508,089)
Income tax benefit			(479)						-						(479)
Net loss:			$	(547,029)					$	39,419					$	(507,610)
Net loss per share			$	(10.54)					$	-					$	(11.00)
Weighted average common shares outstanding:			51,894,639						-						51,894,639

Ginkgo Bioworks Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2023

(in thousands, except share data)

			Historical						Biosecurity Separation (a)						Pro Forma
Cell Engineering revenue			$	143,531					$	-					$	143,531
Biosecurity revenue:
Service			78,975						(78,975)						-
Product			28,949						(28,949)						-
Total revenue			251,455						(107,924)						143,531
Costs and operating expenses:
Cost of Biosecurity service revenue			46,524						(46,524)						-
Cost of Biosecurity product revenue			7,481						(7,481)						-
Research and development			580,621						(173)						580,448
General and administrative			385,025						(73,155)						311,870
Impairment of lease assets			96,210						-						96,210
Total operating expenses			1,115,861						(126,960)						988,528
Loss from operations			(864,406)						19,036						(844,997)
Other income (expense):
Interest income			57,217						(7)						57,210
Interest expense			(93)						-						(93)
Loss on equity method investments			(2,635)						-						(2,635)
Loss on investments			(54,827)						-						(54,827)
Loss on deconsolidation of subsidiaries			(42,502)						-						(42,502)
Change in fair value of warrant liabilities			5,168						-						5,168
Other income (expense), net			9,138						(982)						8,156
Total other income (expense)			(28,534)						(989)						(29,523)
Loss before income taxes			(892,940)						18,047						(874,893)
Income tax benefit			(71)						-						(71)
Net loss:			$	(892,869)					$	18,047					$	(874,822)
Net loss per share			$	(18.37)					$	-					$	(18.00)
Weighted average common shares outstanding:			48,610,507						-						48,610,507

GINKGO BIOWORKS HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited pro forma Condensed Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 include the following pro forma adjustments:

a.Represents the operations, assets, liabilities and equity of Biosecurity, which have been derived from the historical consolidated financial statements. The amounts are considered preliminary, and as such, actual results could materially differ from these estimates.

b.Represents the Company's equity interest in the Purchaser, which will be accounted for under the equity method of accounting. The valuation is considered preliminary, and as such, the final valuation could materially differ from this estimate.

c.Reflects the transfer of certain assets or liabilities assumed between the Company and the Purchaser upon closing of the Transaction.

d. Reflects the effect on total stockholders' equity of the Transaction accounting adjustments described in footnote (b) and (c) above.