What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-28 · 67 added, 57 removed, 148 unchanged (46% of the section changed)

22 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Maravai LifeSciences Holdings, Inc.

(the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ / member’s equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 28, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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Other Information

Insider Trading Arrangements

None of the Company’s directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c) of Regulation S-K) during the Company’s fiscal quarter ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

15 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Stockholders’/Member’s Equity

Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

18 unchanged sentences

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 23, 2020).

10.2§‡ Supply Agreement, dated as of October 9, 2020, by and among Pfizer Inc., BioNTech SE and TriLink BioTechnologies, LLC (incorporated by reference to Exhibit 10.26 to Maravai LifeSciences Holdings, Inc.’s Form S-1/A filed on November 9, 2020).

Form of Senior Management Agreement - Capital Units and Incentive Units (incorporated by reference to Exhibit 10.4 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 28, 2023).

Exhibit Number Description

10.3#‡ Amendment No.

1, effective as of June 6, 2021, to the Supply Agreement, dated as of October 9, 2020, among TriLink Biotechnologies, LLC, Pfizer Inc.

and BioNTech SE (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on September 3, 2021).

10.4+§ Form of Senior Management Agreement - Capital Units and Incentive Units

10.5+§ Form of Senior Management Agreement - Incentive Units

10.6+§ Form of Amendment to Senior Management Agreement

10.7+ Form of Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.7 to Amendment No.

2 to Maravai LifeSciences Holdings, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 13, 2020).

Form of Senior Management Agreement - Incentive Units (incorporated by reference to Exhibit 10.5 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 28, 2023).

Form of Amendment to Senior Management Agreement (incorporated by reference to Exhibit 10.6 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 28, 2023).

Tax Receivable Agreement, dated as of November 19, 2020, by and among Maravai LifeSciences Holdings, Inc.

7 unchanged sentences

Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.12 to Maravai LifeSciences Holdings, Inc.’s Form S-1/A filed on November 9, 2020).

10.13§ First Lien Credit Agreement, dated as of August 2, 2018, among Maravai Intermediate Holdings, LLC, Cygnus Technologies, LLC, Trilink Biotechnologies, LLC, Vector Laboratories, Inc., Maravai Topco Holdings, LLC and JPMorgan Chase Bank, N.A.

(incorporated by reference to Exhibit 10.13 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.14§ Second Lien Credit Agreement, dated as of August 2, 2018, among Maravai Intermediate Holdings, LLC, Cygnus Technologies, LLC, Trilink Biotechnologies, LLC, Vector Laboratories, Inc., Maravai Topco Holdings, LLC and Antares Capital LP (incorporated by reference to Exhibit 10.14 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

Distribution Agreement, dated January 14, 2019, between Cygnus Technologies, LLC and Beijing XMJ Scientific Co.

3 unchanged sentences

Lease Agreement, dated as of October 6, 2016, between Arame, LLC, and Cygnus Technologies, LLC, as amended (incorporated by reference to Exhibit 10.19 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.19 Second Amended and Restated Advisory Agreement, dated September 15, 2016, between GTCR Management XI LP, Vector Laboratories, Inc.

and TriLink Biotechnologies, LLC (incorporated by reference to Exhibit 10.20 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.20+§ Investment and Director Compensation Agreement, dated as of January 1, 2017, between Maravai Life Sciences Holdings, LLC, and Robert B.

Hance (incorporated by reference to Exhibit 10.21 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.21+§ Investment and Director Compensation Agreement, dated as of January 8, 2020, between Maravai Life Sciences Holdings, LLC, and Gregory T.

Lucier (incorporated by reference to Exhibit 10.22 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

Exhibit Number Description

10.22+§ Investment and Director Compensation Agreement, dated as of August 10, 2016, between Maravai Life Sciences Holdings, LLC, and Murali K.

Prahalad (incorporated by reference to Exhibit 10.23 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

L ease Agreement , dated August 6 , 202 1, by and between 10240 Flanders Investors LL C and Trilink Biotechnologies, LLC .

F irst Amendment to Lease Agreement, dated October 14, 202 1, by and between 10240 Flanders Investors LLC and Trilink Biotechnologies, LLC.

Second Amendment to Lease Agreement, dated October 1, 2022, by and between 10240 Flanders Investors LLC and Trilink Biotechnologies, LLC.

Lease Agreement, date d as of June 11, 2021, by and between CIGG, LC and Cygnus Technologies, LLC .

Director Nomination Agreement, dated as of November 24, 2020, by and among Maravai LifeSciences Holdings, Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 10.24 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

10.25 Amendment No.

2, dated as of January 19, 2022, to the Credit Agreement, dated as of October 19, 2020, among Maravai Intermediate Holdings, LLC, Cygnus Technologies, LLC, Trilink Biotechnologies, LLC, Maravai Topco Holdings, LLC and Morgan Stanley Senior Funding, Inc.

First Amend ment to Credit Agreement to Credit Agreement, dated as of Augu st 11, 202 1, by M a ravai Intermediate Holdings, LLC and Morgan Stanley Senior Funding, Inc.

Second Amendment to Credit Agreement, dated as of January 19, 2022, among Maravai Intermediate Holdings, LLC, Cygnus Technologies, LLC, Trilink Biotechnologies, LLC, Maravai Topco Holdings, LLC and Morgan Stanley Senior Funding, Inc.

(incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings Inc.’s Form 8-K filed on January 20, 2022).

10.26+ Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.27 to Amendment No.

2 to Maravai LifeSciences Holdings, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 13, 2020).

10.27+§ Employment Agreement of Carl W.

Hull, dated November 24, 2020, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Carl W.

Hull (incorporated by reference to Exhibit 10.8 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

10.28+ Amendment No.1, effective as of September 30, 2022, to the Employment Agreement of Carl W.

Hull, dated November 24, 2020, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Carl W.

Hull (incorporated by reference to Exhibit 10.6 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

10.29+§ Employment Agreement of Kevin Herde, dated November 24, 2020, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Kevin Herde (incorporated by reference to Exhibit 10.9 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

Amended and Restated Employment Agreement of Carl W.

Hull, dated May 8, 202 3 , among Maravai LifeSciences H oldings, Inc., Maravai Intermediate Holdings, LLC and Carl W.

Hull (inc orporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.

’ s Form 10-Q filed on May 9, 2023).

Exhibit Number Description

Amendment No.1, effective as of July 27, 2023 , to the Amended and Restated Employment Agreement of Carl W.

Hull, dated May 8, 202 3 , among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Carl W.

Amended and Restated Employment Agreement of Kevin Herde, dated May 8, 2023, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Kevin Herde (incorporated by reference to Exhibit 10.4 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 9, 2023).

Employment Agreement of Brian Neel, dated November 24, 2020, among Maravai LifeSciences Holdings, Inc., TriLink Biotechnologies, LLC and Brian Neel (incorporated by reference to Exhibit 10.10 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

10.31+§ Employment Agreement, dated as of November 24, 2020 among Maravai LifeSciences Holdings, Inc., Cygnus Technologies, LLC, MLSC Holdings, LLC and Christine Dolan (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 6, 2022).

10.32+§ Employment Agreement, dated as of November 24, 2020 among Maravai LifeSciences Holdings, LLC, Maravai Intermediate Holdings, LLC and Kurt Oreshack (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 6, 2022).

10.33+§ Employment Agreement, dated as of November 24, 2020 among Maravai LifeSciences Holdings, Inc., Vector Laboratories, Inc.

and Lisa Sellers (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 6, 2022).

10.34+§ Employment Agreement of William “Trey” Martin, III, effective as of September 30, 2022, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and William “Trey” Martin, III (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

Amended and Restated Employment Agreement of Christine Dolan, dated as of May 8, 2023 among Maravai LifeSciences Holdings, Inc., Cygnus Technologies, LLC, MLSC Holdings, LLC and Christine Dolan (incorporated by reference to Exhibit 10.6 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 9, 2023).

Amende d and Restated Employment Agreement of William “ Trey ” Martin, III, effective as of May 8, 2023, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and William “ Trey ” M artin, III (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc.

’ s Form 10-Q filed on May 9, 2023 ).

A mended and Restated Employment Agreement of Peter Leddy, Ph.D.

, effective as of May 8, 2023, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Peter Leddy, Ph.D.

(incorporated by reference to Exhibit 10.5 to Maravai LifeSciences Holdings, inc.

’ s Form 10-Q filed on May 9, 2023).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

10.37+ Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

Form of Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.7 to Amendment No.

2 to Maravai LifeSciences Holdings, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 13, 2020).

F orm of Stoc k Option Grant Notice and Stock Op tion Agreement.

F orm of Restrict ed Stock Unit Grant Notice and Restricted Stock Unit Agreement.

F orm of Performance S tock Unit Grant Notice and Performance Stock Unit A g reement .

Form of Amendment No.

1 to Restricted Stock Unit Grant Notice (incorporated by reference to Exhibit 10.1 to Maravai LifeScien ces Holdings, I n c.

’ s Form 10-Q filed on Augu st 8, 2023).

F orm of Amendment No.

1 to Stock Option Grant Notice (incorporated by reference to Exhibit 10.2 to Maravai L i feSciences Holdings, I n c.

’ s Form 10-Q filed on August 8, 2023).

Amendment No.

1 to Performance Stock Unit Grant Notice by and between Maravai L i feSciences Holdings, Inc .

and William E.

Martin, III, dated as of July 6, 2023 (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc .

’ s Form 10-Q filed on August 8, 2023).

21.1 List of subsidiaries of Maravai LifeSciences Holdings, Inc.

23.1 Consent of Independent Registered Public Accounting Firm.

31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Exhibit Number Description

31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.

2 unchanged sentences

Section 1350.

C lawback Policy of Maravai LifeSciences Holdings, I nc.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit Number Description

101.DEF XBRL Extension Definition Linkbase Document.

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_______________

* The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

* The certifications furnished as Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

+ Indicates a management contract or compensatory plan or agreement.

§ Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request.

‡ Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

§ Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the SEC upon request.

(ii) Financial statement schedules

3 unchanged sentences

Maravai LifeSciences Holdings, Inc.

/s/ Carl Hull

Executive Chairman of the Board and

Interim Chief Executive Officer

/s/ William E.

Chief Executive Officer

February 29, 2024

1 unchanged sentence

Signature Title Date

Executive Chairman of the Board and Interim Chief Executive Officer (Principal Executive Officer) February 28, 2023

/s/ Carl Hull

Chief Executive Officer (Principal Executive Officer)

February 29, 2024

/s/ William E.

/s/ Kevin Herde

Chief Financial Officer (Principal Financial and Accounting Officer) February 29, 2024

/s/ Carl Hull

Executive Chairman of the Board

February 29, 2024

/s/ Anat Ashkenazi

Director February 29, 2024

Anat Ashkenazi

/s/ Sean Cunningham

4 unchanged sentences

Benjamin Daverman

/s/ John DeFord

Director February 29, 2024

John DeFord, Ph.D.

/s/ Susannah Gray

1 unchanged sentence

Susannah Gray

/s/ Robert B.

Director February 28, 2023

/s/ Jessica Hopfield

Director February 29, 2024

Jessica Hopfield

Jessica Hopfield, Ph.D.

/s/ Gregory T.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures