EX-99.1 2 ex991projecttower.htm EX-99.1 Document
Exhibit 99.1


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.


Exhibit 99.1
Ginkgo Bioworks Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2025
(in thousands)

HistoricalBiosecurity Separation (a)Transaction
Accounting
Adjustments		NotesPro Forma
Assets
Current assets:
Cash and cash equivalents$167,202 $— $— $167,202 
Marketable securities255,418 — — 255,418 
Accounts receivable, net24,255 — — 24,255 
Prepaid expenses and other current assets24,963 — — 24,963 
Total current assets471,838 — — 471,838 
Property, plant and equipment, net167,783 (412)— 167,371 
Operating lease right-of-use assets360,918 — — 360,918 
Investments15,066 — 12,288 (b)27,354 
Intangible assets, net56,924 (3,442)— (c)53,482 
Other non-current assets47,167 — — 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 revenue18,946 — — 18,946 
Accrued expenses and other current liabilities66,458 — 1,077 (c)67,535 
Total current liabilities95,970 — 1,077 97,047 
Non-current liabilities:— 
Deferred revenue, net of current portion 75,182 — — 75,182 
Operating lease liabilities, non-current417,078 — — 417,078 
Other non-current liabilities22,876 — — 22,876 
Total liabilities611,106 — 1,077 612,183 
Stockholders' equity:
Total stockholders' equity508,590 (3,854)11,211 (d)515,947 
Total liabilities and stockholders' equity$1,119,696 $(3,854)$12,288 $1,128,130 

Exhibit 99.1
Ginkgo Bioworks Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2025
(in thousands, except share data)

HistoricalBiosecurity Separation (a)Pro Forma
Cell Engineering revenue$132,746 $— $132,746 
Biosecurity revenue:
    Service37,409 (37,409)— 
Total revenue170,155 (37,409)132,746 
Costs and operating expenses:
    Cost of Biosecurity service revenue31,521 (31,521)— 
    Cost of other revenue15,451 — 15,451 
    Research and development243,773 — 243,773 
    General and administrative183,290 (32,972)150,318 
    Restructuring charges11,398 (1,922)9,476 
Total operating expenses485,433 (64,262)419,018 
Loss from operations(315,278)26,853 (286,272)
Other income (expense):
    Interest income22,616 (2)22,614 
    Loss on investments(16,411)— (16,411)
    Other (expense) income, net(4,527)(1,856)(6,383)
Total other income (expense)1,678 (1,858)(180)
Loss before income taxes(313,600)24,995 (288,605)
Income tax benefit(837)— (837)
Net loss:$(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 

Exhibit 99.1
Ginkgo Bioworks Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2024
(in thousands, except share data)

HistoricalBiosecurity Separation (a)Pro Forma
Cell Engineering revenue$173,972 $— $173,972 
Biosecurity revenue:
    Service53,071 (53,071)— 
Total revenue227,043 (53,071)173,972 
Costs and operating expenses:
    Cost of Biosecurity service revenue38,549 (38,549)— 
    Cost of other revenue5,999 — 5,999 
    Research and development424,061 (79)423,982 
    General and administrative246,161 (55,261)190,900 
    Goodwill impairment47,858 — 47,858 
    Restructuring charges24,172 (1,236)22,936 
Total operating expenses786,800 (93,595)691,675 
Loss from operations(559,757)40,524 (517,703)
Other income (expense):
    Interest income38,612 — 38,612 
    Interest expense(94)— (94)
    Loss on investments(28,827)— (28,827)
    Loss on deconsolidation of subsidiaries(7,013)— (7,013)
    Change in fair value of warrant liabilities5,701 — 5,701 
    Other income (expense), net3,870 (1,105)2,765 
Total other income (expense)12,249 (1,105)11,144 
Loss before income taxes(547,508)39,419 (508,089)
Income tax benefit(479)— (479)
Net loss:$(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 

Exhibit 99.1
Ginkgo Bioworks Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2023
(in thousands, except share data)

HistoricalBiosecurity Separation (a)Pro Forma
Cell Engineering revenue$143,531 $— $143,531 
Biosecurity revenue:
    Service78,975 (78,975)— 
    Product28,949 (28,949)— 
Total revenue251,455 (107,924)143,531 
Costs and operating expenses:
    Cost of Biosecurity service revenue46,524 (46,524)— 
    Cost of Biosecurity product revenue7,481 (7,481)— 
    Research and development580,621 (173)580,448 
    General and administrative385,025 (73,155)311,870 
    Impairment of lease assets96,210 — 96,210 
Total operating expenses1,115,861 (126,960)988,528 
Loss from operations(864,406)19,036 (844,997)
Other income (expense):
    Interest income57,217 (7)57,210 
    Interest expense(93)— (93)
    Loss on equity method investments(2,635)— (2,635)
    Loss on investments(54,827)— (54,827)
    Loss on deconsolidation of subsidiaries(42,502)— (42,502)
    Change in fair value of warrant liabilities5,168 — 5,168 
    Other income (expense), net9,138 (982)8,156 
Total other income (expense)(28,534)(989)(29,523)
Loss before income taxes(892,940)18,047 (874,893)
Income tax benefit(71)— (71)
Net loss:$(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 

Exhibit 99.1


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.