What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-18 compared with 2024-02-29 · 691 added, 454 removed, 1118 unchanged (51% of the section changed)

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Maravai LifeSciences Holdings, Inc.

To the Shareholders and the Board of Directors of Maravai LifeSciences Holdings, Inc.

Opinion on the Financial Statements

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 29, 2024 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 Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 18, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment

Alphazyme Goodwill Impairment Assessment

Description of the Matter

At December 31, 2023, the Company has recorded goodwill of $326.0 million.

As discussed in Note 1 to the consolidated financial statements, goodwill is tested at the reporting unit level for impairment at least annually or more frequently if indicators of potential impairment exist.

Under the goodwill impairment assessment, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the amount of the excess carrying amount of the reporting unit over its fair value.

During the current year the Company executed a quantitative assessment over the goodwill balance assigned to each reporting unit.

Auditing the Company’s recoverability test for goodwill impairment assessment was challenging due to subjective estimates and assumptions used by the Company to determine fair value of the reporting units.

The estimates were subject to higher uncertainty due to management judgements over significant assumptions, including revenue growth rates and valuation related discount rates.

During the current year, the Company performed a quantitative assessment over the goodwill balance assigned to each reporting unit as of September 30, 2024 and at December 31, 2024.

As discussed in Note 4 to the consolidated financial statements, as a result of the interim impairment assessment as of December 31, 2024, the Company recorded an impairment loss relating to the Alphazyme reporting unit, which is contained in the Nucleic Acid Production segment, in the amount of $11.9 million.

Total goodwill as of December 31, 2024 was $159.9 million and represented 16% of total assets.

Auditing the Company’s goodwill impairment assessments for the Alphazyme reporting unit as of September 30, 2024 and December 31, 2024 was challenging and judgmental due to the estimation required by management to determine the fair value of the reporting unit.

In particular, the estimates are affected by the certain significant assumptions including the revenue projections and the discount rate used to determine the fair value of the reporting unit.

These assumptions specific to the Alphazyme reporting unit could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s goodwill impairment process, including controls over management’s review of its projected financial information utilized in the valuation of its reporting units.

Our audit procedures over the Company’s goodwill impairment assessment included, among others, assessing the reasonableness of significant assumptions, specifically revenue growth rates, discount rates and assessing the completeness and accuracy of the underlying data used by the Company in its analyses.

Our audit procedures over the Company’s goodwill impairment assessment for the Alphazyme reporting unit included, among others, assessing the reasonableness of significant assumptions discussed above, and assessing the completeness and accuracy of the underlying data used by the Company in its analyses.

We evaluated whether significant assumptions were reasonable by comparing them to industry data and current market forecasts, and whether such assumptions were consistent with evidence obtained in other areas of the audit.

We performed various sensitivity analyses around the assumptions to understand the impact on the fair value calculation.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

We also involved our valuation specialists to assist us in evaluating the reasonableness of the Company’s valuation methodologies and certain significant assumptions used by the Company.

Payable to related parties pursuant to a Tax Receivable Agreement

Description of the Matter

As discussed in Notes 1 and 14 of the December 31, 2023 consolidated financial statements, the Company has a Tax Receivable Agreement (TRA) with certain related party investors (TRA investors).

The TRA liability represents a contractual commitment to distribute 85% of any tax benefits, realized or deemed to be realized by the Company to the TRA investors.

As of December 31, 2023, the Company has recorded a TRA liability of $7.1 million after concluding it was probable that, based on estimates of future taxable income, the Company will owe a payment to the TRA investors.

As of December 31, 2023, the Company has not recognized the remaining $665.3 million liability under the TRA after concluding it was not probable that the Company will be able to realize benefits based on estimates of future taxable income.

Auditing management’s accounting for the TRA liability is complex because of the application of the tax laws used to determine the tax basis upon which to calculate the corresponding TRA liability and assumptions around the timing and amount of taxable income in the future which impacts the recognition of the TRA liability.

These factors involved subjective auditor judgment and audit effort in performing procedures and evaluating the appropriateness of the calculation of the tax basis.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the computation and recognition of the Company’s TRA liability, including testing management's controls over the completeness and accuracy of the underlying data used in the valuation and recognition, and controls over management's review of the assumptions discussed above.

Our audit procedures included, among others, testing the information used in the calculation and recognition of the TRA liability including projections of future taxable income and the involvement of professionals with specialized skills and knowledge to assist in developing an independent calculation of the tax basis, comparing the independent calculation to management’s calculations to evaluate the reasonableness of the tax basis, assessing management’s application of the tax laws, and verifying the calculation of the TRA liability was in accordance with the terms set out in the TRA.

Revenue with distributors

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Its distributor customers resell the products to end users.

Revenues from product sales are recognized when control is transferred to the Company’s customer.

Auditing the Company’s product sales to distributors was challenging, specifically related to the effort required to audit the respective sales activity to assess whether incentives were provided that were not properly recognized.

This involved judgmentally assessing factors including distributor customer ordering patterns, contractual terms, incentives offered and after shipment credits or free goods as described in Note 1 to the consolidated financial statements.

These audit procedures involved judgmentally assessing factors including distributor customer ordering patterns, contractual terms, incentives offered, and after shipment credits or free goods as described in Note 1 to the consolidated financial statements.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s process to monitor appropriate terms and conditions for these transactions.

This includes testing relevant controls over the information systems that are important to the initiation, recording and billing of revenue transactions as well as controls over the completeness and accuracy of the data used.

Our audit procedures over the Company’s product sales to distributor customers included, among others, performing analytical procedures to detect and investigate anomalies within the data.

We also examined the terms and conditions of selected new or amended contracts with distributor customers and its impact on the Company’s recognition model.

We also examined the terms and conditions of selected new or amended contracts with distributor customers and the impact of those terms and conditions on the Company’s recognition model.

We also confirmed the terms and conditions of contracts directly with a selection of distributor customers, including whether there are side agreements and terms not formally included in the contract that may impact the Company’s revenue recognition.

In addition, we obtained written representations from members of the commercial organization regarding the completeness of the terms and conditions reported to the legal and accounting departments.

In addition, we directly obtained written representations from members of the commercial organization regarding the completeness of the terms and conditions reported to the legal and accounting departments.

/s/ Ernst & Young LLP

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San Mateo, California

February 29, 2024

March 18, 2025

MARAVAI LIFESCIENCES HOLDINGS, INC.

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Prepaid expenses and other current assets 18,145 18,948

Government funding receivable 1,118 8,190

Total current assets 429,146 699,912

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Intangible assets, net 194,957 220,987

Deferred tax assets — 765,799

Other assets 59,789 77,622

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Finance lease liabilities, less current portion 31,106 31,897

Payable to related parties pursuant to the Tax Receivable Agreement, less current portion — 675,956

Other long-term liabilities 52,466 59,494

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141,976 and 132,228 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Class B common stock, $ 0.01 par value - 300,000 shares authorized;

119,094 and 123,669 shares issued and outstanding as of December 31, 2023 and 2022

Class B common stock, $ 0.01 par value - 256,856 and 300,000 shares authorized as of December 31, 2024 and 2023, respectively;

110,684 and 119,094 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Additional paid-in capital 181,874 128,503

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Change in estimated fair value of contingent consideration ( 2,003 ) ( 3,286 ) ( 7,800 )

Goodwill impairment

Restructuring

Gain on sale of business — — ( 11,249 )

( 1,214 ) 6,466 —

Total operating expenses 494,802 320,593 308,785

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Change in payable to related parties pursuant to the Tax Receivable Agreement ( 40 ) 668,886 ( 4,102 )

Other (expense) income ( 1,337 ) ( 358 ) 279

Income before income taxes

Other expense

( 2,341 ) ( 1,337 ) ( 358 )

Income tax expense 756,111 60,809 61,515

(Loss) income before income taxes

( 261,482 ) 617,736 551,472

Income tax (benefit) expense

( 1,860 ) 756,111 60,809

Net (loss) income ( 259,622 ) ( 138,375 ) 490,663

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$ ( 259,622 ) $ ( 138,375 ) $ 490,663

Other comprehensive income:

Foreign currency translation adjustments — — 55

Total other comprehensive (loss) income

( 138,375 ) 490,663 469,305

Comprehensive (loss) income attributable to non-controlling interests

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Class A Common Stock Class B Common Stock

Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Stockholders’ Equity

Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings Non-controlling Interest Total Stockholders’ Equity

December 31, 2021 131,488 $ 1,315 123,669 $ 1,237 $ 128,386 $ 184,561 $ 229,862 $ 545,361

Cumulative effect of adoption of ASC 842, net of tax — — — — — 1,670 — 2,784 4,454

Effect of exchanges of LLC Units 34,734 348 ( 34,734 ) ( 348 ) 31,003 — — ( 31,003 ) —

Recognition of impact of Tax Receivable Agreement due to exchanges of LLC Units — — — — 53,000 — — — 53,000

Issuance of Class A common stock under employee equity plans, net of shares withheld for employee taxes 204 2 — — 2,303 — — 2,305

Impact of cash contribution to Topco LLC, exchange and forfeiture of LLC Units, and forfeiture of Class B common stock by MLSH 1 — — ( 2,571 ) ( 25 ) ( 46,206 ) — — 51,451 5,220

Non-controlling interest adjustment for changes in proportionate ownership in Topco LLC — — — — ( 864 ) — 864 —

Equity-based compensation

Stock-based compensation

— — — — 9,623 — 9,047 18,670

Distribution for tax liabilities to non-controlling interest holder — — — — 141 — ( 150,206 ) ( 150,065 )

Impact of change to deferred tax asset associated with cash contribution to Topco LLC — — — — ( 1,691 ) — — ( 1,691 )

Net income — — — — — 220,205 270,458 490,663

Foreign currency translation adjustment — — — — — — 44 11 55

December 31, 2022 131,692 1,317 123,669 1,237 137,898 404,766 360,025 905,243

Effects of Structuring Transactions — — ( 4,575 ) ( 46 ) ( 25,404 ) — 26,392 942

Issuance of Class A common stock under employee equity plans, net of shares withheld for employee taxes 536 5 — — 116 — — 121

Class A Common Stock Class B Common Stock

Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Stockholders’ Equity

Non-controlling interest adjustment for changes in proportionate ownership in Topco LLC — — — — 754 — ( 754 ) —

Equity-based compensation

Stock-based compensation

— — — — 18,167 — 16,421 34,588

Distribution for tax liabilities to non-controlling interest holder — — — — — — ( 9,607 ) ( 9,607 )

Impact of change to deferred tax asset associated with cash contribution to Topco LLC — — — — ( 1,691 ) — — — ( 1,691 )

Net income — — — — — 220,205 — 270,458 490,663

Impact of change to deferred tax asset associated with stock-based compensation

— — — — ( 3,028 ) — — ( 3,028 )

Net loss — — — — — ( 119,029 ) ( 19,346 ) ( 138,375 )

December 31, 2023 132,228 1,322 119,094 1,191 128,503 285,737 373,131 789,884

Effects of Structuring Transactions — — ( 4,575 ) ( 46 ) ( 25,404 ) — — 26,392 942

Effect of exchange of LLC Units 8,410 84 ( 8,410 ) ( 84 ) 26,004 — ( 26,004 ) —

Issuance of Class A common stock under employee equity plans, net of shares withheld for employee taxes 1,338 14 — — ( 1,988 ) — — ( 1,974 )

Non-controlling interest adjustment for changes in proportionate ownership in Topco LLC — — — — 2,349 — ( 2,349 ) —

Equity-based compensation

— — — — 18,167 — — 16,421 34,588

Stock-based compensation — — — — 27,006 — 22,409 49,415

Distribution for tax liabilities to non-controlling interest holder — — — — — — ( 494 ) ( 494 )

Impact of change to deferred tax asset associated with equity-based compensation

— — — — ( 3,028 ) — — — ( 3,028 )

Net loss — — — — — ( 144,846 ) ( 114,776 ) ( 259,622 )

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Amortization of deferred financing costs 2,896 2,929 2,788

Equity-based compensation expense 34,588 18,670 10,458

Stock-based compensation expense

49,415 34,588 18,670

Loss on extinguishment of debt 3,187 — 208

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Change in estimated fair value of contingent consideration ( 2,003 ) ( 3,286 ) ( 7,800 )

Gain on sale of business — — ( 11,249 )

Goodwill impairment 166,151 — —

Revaluation of liabilities under the Tax Receivable Agreement 40 ( 668,886 ) 4,102

Acquisition related tax adjustment

2,306 1,293 349

Other 833 ( 3,606 ) ( 8,342 )

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable 14,359 84,395 ( 22,272 )

Inventory 377 649 9,459

Prepaid expenses and other assets 8,136 ( 52,873 ) ( 9,513 )

Government funding receivable — 16,973 —

Prepaid expenses and other current and noncurrent assets

1,966 8,136 ( 35,900 )

Accounts payable 723 5,284 ( 1,578 )

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Cash paid for acquisition, net of cash acquired — ( 69,622 ) ( 238,969 )

Acquisition deposit

Purchases of property and equipment ( 29,658 ) ( 65,553 ) ( 17,090 )

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Prepaid lease payments on finance lease yet to commence — — ( 13,278 )

Proceeds from sale of building — — 548

Purchase of technology

( 1,500 ) — —

Proceeds from sale of business, net of cash divested — — 620

Net cash (used in) provided by investing activities ( 122,310 ) ( 267,612 ) 105,655

Net cash used in investing activities

( 24,316 ) ( 122,310 ) ( 267,612 )

Financing activities:

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Principal repayments of long-term debt ( 234,393 ) ( 5,440 ) ( 13,895 )

Financing costs paid to acquire long-term debt

( 1,241 ) — —

Payments of finance lease liabilities ( 633 ) ( 332 ) —

Proceeds from derivative instruments 6,168 — —

Proceeds from interest rate cap agreement

9,287 6,168 —

Payment of acquisition consideration holdback — ( 9,706 ) —

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Payments to MLSH 2 pursuant to the Tax Receivable Agreement ( 1,095 ) ( 6,492 ) ( 5,103 )

Shares withheld for employee taxes, net of proceeds from issuance of Class A common stock under employee equity plans ( 20 ) 2,358 1,709

Year Ended December 31,

2024 2023 2022

(Taxes paid for shares withheld) proceeds from issuance of Class A common stock under employee equity plans, net ( 2,082 ) ( 20 ) 2,358

Net cash used in financing activities

( 235,712 ) ( 61,090 ) ( 187,499 )

Effects of exchange rate changes on cash — — ( 88 )

Net (decrease) increase in cash and cash equivalents ( 252,563 ) ( 57,176 ) 80,866

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Cash paid for interest $ 50,973 $ 44,256 $ 20,198

Cash (refunded) paid for income taxes, net $ ( 2,987 ) $ 23,032 $ 22,473

Cash paid (refunded) for income taxes, net

$ 670 $ ( 2,987 ) $ 23,032

Supplemental disclosures of non-cash activities:

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Accrued receivable for capital expenditures to be reimbursed under a government contract $ 734 $ 1,118 $ —

Right-of-use assets obtained in exchange for new finance lease liabilities $ 32,862 $ — $ —

Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,931 $ 17,513 $ —

Right-of-use assets obtained in exchange for finance lease liabilities

$ — $ 32,862 $ —

Right-of-use assets obtained in exchange for operating lease liabilities

$ 1,287 $ 3,931 $ 17,513

Fair value of contingent consideration liability recorded in connection with acquisition of a business $ — $ 5,289 $ 7,800

Accrued consideration payable for MyChem acquisition $ — $ — $ 10,000

Recognition of deferred tax assets as a result of exchanges of LLC Units and cash contribution

$ — $ — $ 423,361

Recognition of liabilities under the Tax Receivable Agreement $ — $ — $ 366,179

The accompanying notes are an integral part of the consolidated financial statements.

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Our products address the key phases of biopharmaceutical development and include complex nucleic acids for diagnostic and therapeutic applications and antibody-based products to detect impurities during the production of biopharmaceutical products.

The Company is headquartered in San Diego, California and has historically operated in three principal businesses:

Nucleic Acid Production, Biologics Safety Testing and Protein Detection.

In September 2021, the Company completed the divestiture of its Protein Detection business (see Note 2).

The Company is headquartered in San Diego, California and operates in two principal businesses:

Nucleic Acid Production and Biologics Safety Testing.

Our Nucleic Acid Production business manufactures and sells products used in the fields of gene therapy, vaccines, nucleoside chemistry, oligonucleotide therapy and molecular diagnostics, including reagents used in the chemical synthesis, modification, labelling and purification of deoxyribonucleic acid (“DNA”) and ribonucleic acid (“RNA”).

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Our Biologics Safety Testing business sells highly specialized analytical products for use in biologic manufacturing process development, including custom product-specific development antibody and assay development services.

Our Protein Detection business sold innovative labeling and detection reagents for researchers in immunohistochemistry.

We were incorporated as a Delaware corporation in August 2020 for the purpose of facilitating an initial public offering (“IPO”).

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Maravai Life Sciences Holdings, LLC (“MLSH 1”), which is controlled by investment entities affiliated with GTCR, is the only other member of Topco LLC.

The Company is the sole managing member of Topco LLC, which operates and controls TriLink Biotechnologies, LLC (“TriLink”), Glen Research, LLC, MockV Solutions, LLC, Cygnus Technologies, LLC and Alphazyme, LLC (“Alphazyme”) and their respective subsidiaries.

Prior to the Company’s divestiture of its Protein Detection business in September 2021, Topco LLC also operated and controlled Vector Laboratories, Inc.

and its subsidiaries (“Vector”).

The Company is the sole managing member of Topco LLC, which operates and controls TriLink Biotechnologies, LLC (“TriLink”), Glen Research, LLC, Cygnus Technologies, LLC and Alphazyme, LLC (“Alphazyme”) and their respective subsidiaries.

Basis of Presentation

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All intercompany transactions and accounts between the businesses comprising the Company have been eliminated in the accompanying consolidated financial statements.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Variable Interest Entities

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These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future.

Significant estimates include, but are not limited to, the measurement of right-of-use assets and lease liabilities and related incremental borrowing rate, the payable to related parties pursuant to the Tax Receivable Agreement (as defined in Note 14), the realizability of our net deferred tax assets, and valuation of goodwill and intangible assets acquired in business combinations.

Significant estimates include, but are not limited to, the measurement of right-of-use assets and lease liabilities and related incremental borrowing rate, the payable to related parties pursuant to the Tax Receivable Agreement (as defined in Note 14), the realizability of our net deferred tax assets, valuation of goodwill and intangible assets, and determination of fair value of contingent consideration.

Actual results could differ materially from those estimates.

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The Company generates revenue primarily from the sale of products, and to a much lesser extent, services in the fields of nucleic acid production and biologics safety testing.

Prior to September 2021, the Company also generated revenue from its Protein Detection business.

Products are sold primarily through a direct sales force and through distributors in certain international markets where the Company does not have a direct commercial presence.

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Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below.

Revenue from sales to customers through distributors are recognized consistent with the policies and practices for direct sales to customers, as described above.

The Company recognizes revenue from sales to customers through distributors consistently with the policies and practices for direct sales to customers, as described above.

Nucleic Acid Production

Nucleic Acid Production revenue is generated from the manufacture and sale of highly modified, complex nucleic acids products to support the needs of our of customers’ research, therapeutic and vaccine programs.

Nucleic Acid Production revenue is generated from the manufacture and sale of highly modified, complex nucleic acid products to support the needs of our of customers’ research, therapeutic and vaccine programs.

The primary offering of products includes CleanCap, mRNA, specialized oligonucleotides, and enzymes.

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The Company recognizes revenue from these products in the period in which the performance obligation is satisfied by transferring control to the customer or distributor.

Revenue for nucleic acid catalog products is recognized at a single point in time, generally upon shipment to the customer or distributor.

Revenue for nucleic acid catalog products is recognized at a single point in time, generally upon transferring control to the customer or distributor.

Revenue for contracts for certain custom nucleic acid products, with an enforceable right to payment and a reasonable margin for work performed to date, is recognized over time, based on a cost-to-cost input method over the manufacturing period.

Payments received from customers in advance of manufacturing their products is recorded as deferred revenue until the products were delivered.

Payments received from customers in advance of manufacturing their products is recorded as deferred revenue until the products are delivered.

Biologics Safety Testing

The Company’s Biologics Safety Testing revenue is associated with the sale of host cell protein, bioprocess impurity detection, viral clearance prediction kits and associated products.

We also enter into contracts that include custom

antibody development, assay development, antibody affinity extraction and mass spectrometry services.

These products and services enable the detection of impurities that occur in the manufacturing of biologic drugs and other therapeutics including cell and gene therapies.

We also enter into contracts that include custom antibody development, assay development, antibody affinity extraction and mass spectrometry services.

products and services enable the detection of impurities that occur in the manufacturing of biologic drugs and other therapeutics including cell and gene therapies.

The Company recognizes revenue from the sale of kits and products in the period in which the performance obligation is satisfied by transferring control to the customer.

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Affinity extraction, mass spectrometry and other analytical services, which generally occur over a short period of time, consist of a single performance obligation to perform the service and provide a summary report to the customer.

Revenue is recognized upon delivery of the report to the customer.

Revenue is recognized upon delivery of the report to the customer or distributor.

The Company elected the practical expedient to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less.

The Company had no material unfulfilled performance obligations for contracts with an original length greater than one year for any period presented.

The Company accepts returns only if the products do not meet customer specifications and historically, the Company’s volume of product returns has not been significant.

Further, no warranties are provided for promised goods and services other than assurance type warranties.

The Company accepts returns only if the products do not meet specifications and historically, the Company’s volume of product returns has not been significant.

Further, no warranties are provided for promised goods and services other than assurance type warranties, which were not material for any period presented.

Revenue for an individual contract is recognized at the related transaction price, which is the amount the Company expects to be entitled to in exchange for transferring the products and/or services.

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Contract liabilities include billings in excess of revenue recognized, such as customer deposits and deferred revenue.

Customer deposits, which are included in accrued expenses, are recorded when cash payments are received or due in advance of performance.

Customer deposits, which are included in accrued expenses and other current liabilities, are recorded when cash payments are received or due in advance of performance.

Deferred revenue is recorded when the Company has unsatisfied performance obligations.

Total contract liabilities were $ 3.3 million and $ 5.5 million as of December 31, 2024 and 2023, respectively.

Contract liabilities are expected to be recognized into revenue within the next twelve months.

Contract liabilities are generally expected to be recognized into revenue within the next twelve months.

During the year ended December 31, 2024, the Company recognized $ 3.7 million of revenue that was included in the contract liabilities balance of $ 5.5 million a s of December 31, 2023.

During the year ended December 31, 2023, such amount was not material for the contract liabilities balance as of December 31, 2022.

Disaggregation of Revenue

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Year Ended December 31, 2022

Nucleic Acid Production Biologics Safety Testing Protein Detection Total

Nucleic Acid Production Biologics Safety Testing Total

North America $ 312,119 $ 27,354 $ 339,473

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Shipping and handling costs, which are charged to customers, are included in revenue.

Shipping and handling charges included in revenue were approximately $ 3.5 million, $ 3.2 million and $ 3.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Shipping and handling charges included in revenue were approxima tely $ 4.1 million , $ 3.5 million and $ 3.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Freight and supplies costs directly associated with shipping products to customers are included as a component of cost of revenue.

Research and Development

Research and development (“R&D”) expenses include personnel costs, including salaries, benefits and equity-based compensation for laboratory personnel, outside contracted services, and costs of supplies.

Research and development (“R&D”) expenses include personnel costs, including salaries, benefits and stock-based compensation for laboratory personnel, outside contracted services, and costs of supplies.

R&D costs are expensed as incurred.

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The Company expenses advertising costs as incurred.

Advertising costs incurred were approximately $ 2.9 million, $ 2.5 million and $ 1.3 million during the years ended December 31, 2023, 2022 and 2021, respectively.

Advertising costs incurred were approximatel y $ 3.5 million , $ 2.9 million and $ 2.5 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Restructuring Costs

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Other costs associated with restructuring activities, including facility and other exist costs and professional fees, are expensed as they are incurred.

Equity-Based Compensation

Stock-Based Compensation

The Company recognized stock-based compensation for all equity awards made to employees based upon the awards’ estimated grant date fair value.

For equity awards that vest subject to the satisfaction of service requirements, compensation expense is measured based on the fair value of the award on the date of grant and expense is recognized on a straight-line basis over the requisite service period, which is typically between two to four years .

The Company recognized stock-based compensation for all equity awards made to employees, non-employee directors and contractors based upon the awards’ estimated grant date fair value.

We account for forfeitures as they occur.

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The fair value of such PSUs is determined based on the quoted market price of the Company’s Class A common stock on the date of grant.

Unit-Based Compensation

Up until the IPO, MLSH 1 had granted unit-based awards to certain executives of Topco LLC who are also executives of the Company in the form of non-vested units.

Topco LLC’s controlled subsidiary, MLSC, also granted unit-based awards only to certain employees of its subsidiaries (collectively, the “Incentive Units”).

All awards of Incentive Units were measured based on the fair value of the award on the date of grant.

The Company recognizes compensation expense for MLSH 1 awards in its consolidated financial statements as MLSH 1 is considered to be the economic interest holder in Topco LLC.

Compensation expense for the Incentive Units is recognized over their requisite service period.

Forfeitures are recognized when they occur.

The grant date fair value of Incentive Unit awards was determined by the Company’s Board of Directors with the assistance of management and an independent third-party valuation specialist.

We are subject to U.S.

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federal and state income tax purposes.

Topco LLC’s previously wholly-owned U.S.

subsidiary, Maravai Life Sciences, Inc.

(“Maravai Inc.”) and its subsidiaries, were taxpaying entities in the U.S., Canada, and the U.K.

Maravai Inc.’s subsidiaries were sold and Maravai Inc.

ceased to be a regarded entity and was deemed liquidated for U.S.

tax purposes during the year ended December 31, 2021.

Topco LLC’s wholly-owned subsidiary, Maravai LifeSciences International Holdings, Inc., is a taxpaying entity for U.S.

and foreign jurisdictions and had limited activity subject to a transfer pricing arrangement during the year ended December 31, 2024.

Topco LLC’s other subsidiaries are treated as pass-through

entities for federal and state income tax purposes.

Topco LLC’s other subsidiaries are treated as pass-through entities for federal and state income tax purposes.

The income or loss generated by these entities is not taxed at the LLC level.

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tax law, income or loss generated by these LLCs passes through to their owners.

As such, our tax provision consists solely of the activities of Maravai Inc.

and its subsidiaries, prior to their disposal, and Maravai LifeSciences International Holdings, Inc., as well as our share of income or loss generated by Topco LLC.

As such, our tax provision consists solely of the activities of Maravai LifeSciences International Holdings, Inc., as well as our share of income or loss generated by Topco LLC.

We account for income taxes under the asset and liability method of accounting.

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We recognize the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date.

We reduce the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the deferred tax asset.

We reduce the

measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the deferred tax asset.

The Company’s tax positions are subject to income tax audits.

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Payables to Related Parties Pursuant to the Tax Receivable Agreement

In November 2020, we entered into a Tax Receivable Agreement (“TRA”) with MLSH 1 and MLSH 2.

The Company is party to a Tax Receivable Agreement (“TRA”) with MLSH 1 and MLSH 2.

The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85 % of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize from exchanges of LLC Units (together with the corresponding shares of Class B common stock) for Class A common stock, as a result of (i) certain increases in the tax basis of assets of Topco LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes of the Organization Transactions and (iii) certain other tax benefits related to our entering into the TRA, including tax benefits attributable to payments that we make under the TRA (collectively, the “Tax Attributes”).

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Non-Controlling Interests

Non-controlling interests re present the portion of profit or loss, net assets and comprehensive (loss) income of our consolidated subsidiaries that is not allocable to the Company based on our percentage of ownership of such entities.

Non-controlling interests re present the portion of profit or loss, net assets and comprehensive income or loss of our consolidated subsidiaries that is not allocable to the Company based on our percentage of ownership of such entities.

In November 2020, following the completion of the Organizational Transactions, we became the sole managing member of Topco LLC.

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Income or loss attributed to the non-controlling interest in Topco LLC is based on the LLC Units outstanding during the period for which the income or loss is generated and is presented on the consolidated statements of operations and consolidated statements of comprehensive (loss) income.

MLSH 1 is entitled to exchange LLC Units, together with an equal number of shares of our Class B common stock (together referred to as “Paired Interests”), for shares of Class A common stock on a one -for-one basis or, at our election, for cash, from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale).

MLSH 1 is entitled to exchange LLC Units of TopCo LLC, together with an equal number of shares of our Class B common stock (together referred to as “Paired Interests”), for shares of our Class A common stock on a one -for-one basis or, at our election, for cash, from a substantially concurrent public offering or private sale (based on the price of our Class A common

stock in such public offering or private sale).

As such, future exchanges of Paired Interests by MLSH 1 will result in a change in ownership and reduce or increase the amount recorded as non-controlling interests and increase or decrease additional paid-in-capital when Topco LLC has positive or negative net assets, respectively.

Distributions of $ 9.6 million, $ 150.2 million and $ 153.5 million for tax liabilities were made to MLSH 1 during the years ended December 31, 2023, 2022 and 2021, respectively.

Payments pursuant to Topco LLC Operating Agreement

The Topco LLC Operating Agreement entered into at the time of the Organizational Transactions includes a provision requiring cash distributions enabling its owners, including MLSH 1, to pay their taxes on income passing through from Topco LLC.

Cash distributions of $ 0.5 million , $ 9.6 million and $ 150.2 million for tax liabilities were made to MLSH 1 during the years ended December 31, 2024, 2023 and 2022, respectively.

Segment Information

The Company has historically operated in three reportable segments.

The Company operates in two reportable segments.

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assessing performance.

The CODM allocates resources and assesses performance based upon discrete financial information at the segment level.

The Company’s CODM, its Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level.

All of our long-lived assets are located in the United States.

After the divestiture of Vector in September 2021, the Company no longer has the Protein Detection segment.

The Company has reported the historical results of the Protein Detection business as such discrete financial information evaluated by the CODM for the periods presented included the information for this legacy segment.

As of December 31, 2023, the Company operated in two reportable segments:

Nucleic Acid Production and Biologics Safety Testing.

Cash and Cash Equivalents

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In certain instances, the Company may identify individual accounts receivable assets that do not share risk characteristics with other accounts receivable, in which case the Company records its expected credit losses on an individual asset basis.

The allowance for credit losses was approximately $ 1.4 million and $ 2.2 million as of December 31, 2023 and 2022, respectively.

The allowance for credit losses w as $ 1.2 million and $ 1.4 million as of December 31, 2024 and 2023, respectively.

Write-offs of accounts receivable were $ 2.0 million during the year ended December 31, 2024 .

Write-offs of accounts receivable were not significant during the years ended December 31, 2023 and 2022.

There were $ 0.5 million of recoveries during the year ended December 31, 2023.

Recoveries were not significant during the years ended December 31, 2022 and 2021.

Recoveri es were not significant during any of the periods presented.

Inventories consist of raw materials, work-in-process and finished goods.

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The Company regularly monitors for excess and obsolete inventory based on its estimates of expected sales volumes, production capacity and expiration of raw materials, work-in-process and finished products, and reduces the carrying value of inventory accordingly.

The Company writes down inventory that has become

obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected manufacturing requirements.

The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected manufacturing requirements.

Any write-downs of inventories are charged to cost of revenue.

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This is because the awarding entity is not considered to be a customer, the receipt of the funding is not predicated on the Company’s income tax position, there are no refund provisions, and the entity is not receiving reciprocal value for their support provided to the Company.

The Company’s elected policy is to recognize such assistance as a reduction to the carrying amount of the assets associated with the award when it is reasonably assured that the funding will be received as evidenced through the existence of an arrangement, amounts eligible for reimbursement are determinable and have been incurred or paid, the applicable conditions under the arrangement have been met, and collectability of amounts due is reasonably assured.

The Company’s

elected policy is to recognize such assistance as a reduction to the carrying amount of the assets associated with the award when it is reasonably assured that the funding will be received as evidenced through the existence of an arrangement, amounts eligible for reimbursement are determinable and have been incurred or paid, the applicable conditions under the arrangement have been met, and collectability of amounts due is reasonably assured.

Property and Equipment

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Goodwill is not amortized but is reviewed for impairment.

Goodwill is allocated to the Company’s reporting units, which are components of our business for which discrete cash flow information is available one level below its operating segment.

The Company conducts a goodwill impairment analysis at least annually and more frequently if changes in facts and circumstances indicate that the fair value of the Company’s reporting units may be less than carrying amount.

Goodwill is allocated to the Company’s reporting units, which are components of its business for which discrete cash flow information is available one level below its operating segment.

In performing each annual impairment assessment and any interim impairment assessment, the Company determines if it should qualitatively assess whether it is more likely than not that the fair value of goodwill is less than its carrying amount (the qualitative impairment test).

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The quantitative impairment test is performed using a one-step process.

The process is to compare the fair value of a reporting unit with its carrying amount.

If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired.

If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit is impaired and an impairment loss is recognized in an amount equal to that excess up to the total amount of goodwill included in the reporting unit.

The process is to compare the fair value of the reporting unit with its carrying amount.

If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired.

If the carrying amount of the reporting unit exceeds its fair value, goodwill of the reporting unit is impaired and an impairment loss is recognized in an amount equal to that excess up to the total amount of goodwill included in the reporting unit.

During the third and fourth quarters of 2024, the Company performed a quantitative impairment test and recorded total goodwill impairment of $ 166.2 million (see Note 4).

Intangible Assets

The Company’s finite-lived intangible assets represent purchased intangible assets and primarily consist of trade names, customer relationships, patents, and developed technology.

Certain criteria are used in determining whether intangible assets acquired in a business combination must be recognized and reported separately.

Finite-lived intangible assets are initially

recognized at fair value, are subject to amortization and are subsequently stated at amortized cost.

The Company’s finite-lived intangible assets are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used.

If that pattern cannot be reliably determined, the intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets.

Certain criteria are used in determining whether finite-lived intangible assets acquired in a business combination must be recognized and reported separately.

Finite-lived intangible assets are initially recognized at fair value, are subject to amortization and are subsequently recorded at amortized cost.

The Company’s finite-lived intangible assets are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are intended to be consumed or otherwise used.

If that pattern cannot be reliably determined, the respective intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets.

Amortization related to patents and developed technology is allocated to cost of revenue whereas amortization associated with trade names and customer relationships is allocated to selling, general and administrative expenses.

Impairment of Long-Lived and Intangible Assets

The Company periodically reviews long-lived assets, including property and equipment, right-of-use lease assets and finite-lived intangible assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable.

The Company periodically reviews long-lived assets, including property and equipment, right-of-use lease assets and finite-lived intangible assets, to determine whether current events or circumstances may indicate that such carrying amounts may not be recoverable.

If such facts or circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets is compared to the carrying value of the assets to determine whether impairment exists.

If the assets are determined to be impaired, the loss is measured based on the difference between the fair value and carrying value of the assets.

If we determine that events and circumstances warrant a revision to the remaining period of amortization or depreciation for a specific long-lived asset, its remaining estimated useful life will be revised, and the remaining carrying amount of the long-lived asset will be depreciated or amortized prospectively over the revised remaining estimated useful life.

No impairment loss was recognized for long-lived or intangible assets for any period presented.

If the assets are determined to be

impaired, the loss is measured based on the difference between the fair value and carrying value of the respective assets.

For the purposes of identifying and measuring impairment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

No impairment loss was recognized by the Company for any long-lived or intangible assets for any period presented in this report.

If the Company determines that events and circumstances warrant a revision to the remaining period of amortization or depreciation for a specific long-lived asset, its remaining estimated useful life will be revised, and the remaining carrying amount of the long-lived asset will be depreciated or amortized prospectively over the revised remaining estimated useful life.

Debt Issuance Costs

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Deferred costs are recognized as a direct reduction in the carrying amount of the debt instrument on the consolidated balance sheets and are amortized to interest expense over the term of the related debt using the effective interest method.

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) and its components encompass all changes in equity other than those with stockholders or member.

Comprehensive income (loss) for the Company consists of foreign currency translation adjustments.

There were no reclassifications out of accumulated other comprehensive loss during the periods presented.

Fair Value of Financial Instruments

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Level 3—Unobservable inputs which are supported by little or no market activity.

As of December 31, 2023 and 2022, the carrying value of current assets and liabilities approximates fair value due to the short maturities of these instruments.

The fair values of the Company’s long-term debt approximate carrying value, excluding the effect of unamortized debt discount, as it is based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs).

As of December 31, 2024 and 2023, the fair values of cash and cash equivalents, which consisted primarily of money market funds, time and demand deposits, trade accounts receivable, net, and trade accounts payable, approximated their carrying amounts due to the short maturities of these instruments.

As of December 31, 2024 or 2023, the fair value of the Company’s long-term debt approximated its carrying value, excluding the effect of unamortized debt discount, as it is based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs).

See Note 5 for the Company’s financial assets and liabilities that are measured at fair value on a recurring basis.

The Company evaluates mergers, acquisitions and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or an acquisition of assets.

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If control over a legal entity is being evaluated, the Company also evaluates if the target is a variable interest or voting interest entity.

For acquisitions of voting interest entities, the

Company applies a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

For acquisitions of voting interest entities, the Company applies a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If the screen test is met, the transaction is accounted for as an acquisition of assets.

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Contingent consideration arrangements that are determined to be compensatory in nature are recognized as post combination expense in our consolidated statements of operations ratably over the implied service period beginning in the period it becomes probable such amounts will become payable.

The excess of the purchase price of the acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill.

The excess of the purchase price of the acquisition over the fair value of the identifiable net assets of the

acquiree is recorded as goodwill.

The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed twelve months from the acquisition date.

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Such contingent consideration is re-measured to its estimated fair value at each reporting date with the change in fair value recognized within operating expenses in the Company’s consolidated statements of operations.

Subsequent changes in the fair value of the contingent consideration are classified as an adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net (loss) income.

Subsequent changes in the fair value of the contingent consideration are classified as a non-cash adjustment to cash flows from operating activities in the consolidated statements of cash flows because the change in fair value is an input in determining net (loss) income.

Cash paid in settlement of contingent consideration liabilities are classified as cash flows from financing activities up to the acquisition date fair value with any excess classified as cash flows from operating activities.

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* Less than 10%

For the year ended December 31, 2023, all of the revenue recorded for Nacalai USA, Inc.

For the years ended December 31, 2024 and 2023, all of the revenue recorded for Nacalai USA, Inc.

was generated by the Nucleic Acid Production segment.

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was generated by our Nucleic Acid Production segment.

For the year ended December 31, 2021, substantially all of the revenue recorded for BioNTech SE, Pfizer Inc and CureVac N.V.

was generated by our Nucleic Acid Production segment.

Net (Loss) Income per Class A Common Share Attributable to Maravai LifeSciences Holdings, Inc.

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The Company reported a net loss attributable to Maravai LifeSciences Holdings, Inc.

for the year ended December 31, 2023.

Recently Adopted Accounting Pronouncements Not Yet Adopted

for the years ended December 31, 2024 and 2023 .

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

ASU 2023-07 requires disclosures to include significant segment expenses that are regularly provided to the CODM and included within each

reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources, and the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 requires disclosures to include significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources, and the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

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The amendments in this ASU should be applied retrospectively to all prior periods presented in the consolidated financial statements.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

The Company adopted ASU 2023-07 during the year ended December 31, 2024 and is complying with the related disclosure requirements (see Note 17).

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”).

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The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

Acquisitions and Divestiture

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses (“ASU 2024-03”).

The amendments in this ASU improve disclosures about a public business entity’s expenses and addresses investor requests for more detailed information about certain types of expenses in commonly presented expense captions.

ASU 2024-03 requires disclosure of purchase of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

The ASU also requires to include certain amounts that are already required to be disclosed under U.S.

GAAP in the same disclosure as the other disaggregation requirements, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.

ASU 2024-03 is effective for the Company for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The amendments in this ASU should be applied on a prospective basis, with retrospective application permitted.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

Alphazyme, LLC

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The estimated fair value was based on Alphazyme revenue projections, expected payout term, volatility and risk adjusted discount rates which are Level 3 inputs (see Note 5).

The first performance period applicable to the Alphazyme Performance Payments ended on December 31, 2023, and it was determined that the defined revenue target was not achieved.

Consequently, no payment was made to the sellers of Alphazyme.

The first and second performance periods applicable to the Alphazyme

Performance Payments ended on December 31, 2023 and 2024, respectively, and it was determined that the defined revenue targets were not achieved.

Consequently, no payments were made to the sellers of Alphazyme.

As of December 31, 2024, the Company may be required to make contingent payments to the sellers of Alphazyme of up to $ 25.0 million for the remaining performance period.

The Company did not record a corresponding liability as of December 31, 2024 as payments are not deemed probable.

The Alphazyme SPA also provides that the Company will pay certain employees of Alphazyme an additional amount totaling $ 9.3 million (the “Alphazyme Retention Payments”) as of various dates but primarily through December 31, 2025 as long as these individuals continue to be employed by the Company.

The Company considers the payment of the Alphazyme Retention Payments as probable and is recognizing compensation expense related to these payments in the post-acquisition period ratably over the service period of approximately three years .

For the year ended December 31, 2023, the Company recorded $ 2.2 million of compensation expense related to the Alphazyme Retention Payments within selling, general and administrative expenses in the consolidated statements of operations.

Compensation expense related to the Alphazyme Retention Payments recorded within cost of revenue and research and development expenses were not material.

As of December 31, 2024, the Company has accrued $ 6.6 million of these retention payments within other long-term liabilities on the consolidated balance sheets.

For the year ended December 31, 2024, the Company recorded $ 1.1 million of compensation expense related to the Alphazyme Retention Payments within cost of revenue in the consolidated statements of operations.

For the year ended December 31, 2023, such amount was not material.

For each of the years ended December 31, 2024 and 2023, the Company recorded $ 2.2 million of compensation expense related to the Alphazyme Retention Payments within selling, general and administrative expenses in the consolidated statements of operations.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

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These amounts are included in the total purchase consideration of $ 75.3 million.

The $ 1.5 million was released from escrow during the second quarter of 2023, of which the Company received $ 0.1 million related to net working capital adjustments.

Because the remaining $ 3.0 million held in escrow is not controlled by the Company, this amount is not included in the accompanying consolidated balance sheet as of December 31, 2023.

$ 1.5 million was released from escrow during the second quarter of 2023, of which the Company received $ 0.1 million related to net working capital adjustments.

$ 3.0 million was released from escrow to the sellers during the first quarter of 2024.

The following table summarizes the estimated fair values of Alphazyme’s identifiable intangible assets as of the date of acquisition and their estimated useful lives:

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The carrying value of the remaining assets acquired or liabilities assumed was estimated to equal their fair values based on their short-term nature.

These estimates were based on the assumption that the Company believes to be reasonable;

however, actual results may differ from these estimates.

On January 27, 2022, the Company completed the acquisition of MyChem, LLC (“MyChem”), a privately-held San Diego, California-based provider of ultra-pure nucleotides to customers in the diagnostics, pharma, genomics and research markets.

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The estimated fair value was based on MyChem revenue projections, expected payout term, volatility and risk adjusted discount rates which are Level 3 inputs (see Note 5).

The performance period applicable to the MyChem Performance Payment ended as of December 31, 2022 and it was determined that none of the defined revenue thresholds were achieved.

performance period applicable to the MyChem Performance Payment ended as of December 31, 2022 and it was determined that none of the defined revenue thresholds were achieved.

Consequently, no payment was made to the sellers of MyChem.

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The Company considers the payment of the Retention Payment as probable and is recognizing compensation expense related to this payment in the post-acquisition period ratably over the expected service period of two years .

For the year ended December 31, 2023, the Company recorded $ 4.3 million of compensation expense related to the MyChem Retention Payment within cost of revenue in the consolidated statements of operations.

For the years ended December 31, 2023 and 2022, the Company recorded $ 5.1 million and $ 9.3

million, respectively, of compensation expense related to the MyChem Retention Payment within research and development expenses in the consolidated statements of operations.

For the years ended December 31, 2024 and 2023, the Company recorded $ 1.4 million and $ 4.3 million, respectively, of compensation expense related to the MyChem Retention Payment within cost of revenue in the consolidated statements of operations.

For the year ended December 31, 2022, there was no such amount.

For the years ended December 31, 2024, 2023, and 2022, the Company recorded $ 0.4 million, $ 5.1 million, and $ 9.3 million, respectively, of compensation expense related to the MyChem Retention Payment within research and development expenses in the consolidated statements of operations.

As of December 31, 2024, there will be no further expense or payments under this arrangement.

The MyChem SPA further provides that the Company will pay to the sellers of MyChem an additional amount of up to $ 10.0 million subject to the completion of certain calculations associated with acquired inventory, which has been recorded within accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2022.

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Pursuant to the terms of the MyChem SPA, the Company recognized an indemnification asset of $ 8.0 million within other assets, which represented the seller’s obligation to reimburse pre-acquisition income tax liabilities assumed in the acquisition and was recorded within other long-term liabilities.

The amount of the indemnification asset recorded as of December 31, 2024 was $ 4.1 million.

The carrying value of the remaining assets acquired or liabilities assumed was estimated to equal their fair values based on their short-term nature.

Vector Laboratories, Inc.

In August 2021, the Company entered into a definitive agreement to sell Vector to Voyager Group Holdings, Inc.

(“Voyager”), a third-party unrelated to the Company, for an all cash sale price of $ 124.0 million, subject to purchase price adjustments.

The Company determined that the fair value of Vector, less estimated costs to sell, exceeded the book value of the Vector Disposal Group and there were no other indicators of asset impairment prior to the sale.

The divestiture was completed in September 2021, and final net proceeds were $ 120.7 million, which were inclusive of working capital adjustments.

As a result of the divestiture, during the year ended December 31, 2021, the Company recognized a pre-tax gain on sale of $ 11.2 million, net of transactions costs of $ 0.9 million, in the consolidated statements of operations.

The Company’s Protein Detection segment was comprised of Vector.

The sale of Vector represents a strategic shift as the Company will no longer be in the protein detection business after the sale.

However, the sale did not qualify for presentation as discontinued operations since the sale of the Protein Detection segment did not have a major effect on the Company’s operations or financial results.

In connection with the divestiture, the Company entered into a Transition Services Agreement (“TSA”) with Voyager to help support its ongoing operations.

Under the TSA, the Company will provide certain transition services to Voyager, including information technology, finance and ERP, marketing and commercial, human resources, employee benefits, and other limited services.

Depending on the service, the initial period ranges from one month to five months and the extension period ranges from one month to eight months .

Income from performing services under the TSA was recorded within other income in the consolidated statements of operations and was not significant for the year ended December 31, 2021.

In August 2020, the Company entered into an agreement with an executive of Vector whereby the executive received incentive units of MLSH 1.

In connection with the divestiture, MLSH 1 amended this executive’s incentive units resulting in the recognition of incremental unit-based compensation expense in the Company’s consolidated financial statements of $ 2.4 million.

This unit-based compensation expense was recorded within selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2021.

Restructuring

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The reduction in force was completed on January 5, 2024, following the end of the sixty-day notification period required by the Worker Adjustment and Retraining Notification Act.

The Company expects the remaining actions under the Cost Realignment Plan to be substantially complete during the first quarter of 2024.

The Company’s restructuring charges by segment and unallocated corporate costs, which are recorded as restructuring expenses on the consolidated statements of operations, were as follows for the year ended December 31, 2023 (in thousands):

The Cost Realignment Plan was substantially completed during the first quarter of 2024, with most of the cash payments having been disbursed prior to the end of such quarter, and the remainder having been disbursed prior to December 31, 2024.

The Company does not expect to incur additional restructuring costs relating to the Cost Realignment Plan.

For the year ended December 31, 2024, restructuring charges primarily consist of the stock-based compensation benefit recognized for the forfeiture of stock awards upon the termination of certain impacted employees resulting from the Cost

Realignment Plan.

Year Ended December 31, 2024

Severance and Other Employee Costs (Reversals) Stock-Based Compensation Benefit Professional Fee Reversals and Other Total

Nucleic Acid Production

$ ( 11 ) $ ( 813 ) $ ( 20 ) $ ( 844 )

56 ( 412 ) ( 14 ) ( 370 )

$ 45 $ ( 1,225 ) $ ( 34 ) $ ( 1,214 )

Year Ended December 31, 2023

Severance and Other Employee Costs

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$ 4,303 $ ( 101 ) $ 1,989 $ 275 $ 6,466

The following table summarizes the activity for accrued restructuring costs, which is recorded within accrued expenses and other current liabilities on the consolidated balance sheets, for the period presented (in thousands):

Severance and Other Employee Costs

Stock-Based Compensation Expense (Benefit)

Stock-Based Compensation Benefit

Facility and Other Exit Costs

Professional Fees and Other

Professional Fees (Reversals) and Other

Balance as of December 31, 2022 $ — $ — $ — $ — $ —

4,303 ( 101 ) 1,989 275 6,466

Non-cash charges

— 101 — — 101

Charges (benefit) 4,303 ( 101 ) 1,989 275 6,466

Non-cash benefit — 101 — — 101

Cash payments

1 unchanged sentence

Balance as of December 31, 2023 2,543 — — 271 2,814

The Company does not expect to incur additional restructuring costs relating to the Cost Realignment Plan, however the Company expects an additional benefit totaling $ 1.2 million for the forfeiture of equity awards upon the termination of certain impacted employees in January 2024, of which $ 0.8 million relates to the Nucleic Acid Production segment and $ 0.4 million relates to unallocated corporate costs.

Charges (benefit) 45 ( 1,225 ) — ( 34 ) ( 1,214 )

Non-cash benefit — 1,225 — — 1,225

Cash payments ( 2,588 ) — — ( 237 ) ( 2,825 )

Balance as of December 31, 2024 $ — $ — $ — $ — $ —

Goodwill and Intangible Assets

The Company’s goodwill of $ 326.0 million and $ 283.7 million as of December 31, 2023 and 2022, respectively, represents the excess of purchase consideration over the fair value of assets acquired and liabilities assumed.

As of December 31, 2023, the Company had four reporting units, three of which are contained in the Nucleic Acid Production segment.

During the year ended December 31, 2023, the Company recorded goodwill of $ 42.4 million in connection with the acquisition of Alphazyme that was completed in January 2023 (see Note 2).

As of December 31, 2022, the Company had three reporting units, two of which were contained in the Nucleic Acid Production segment.

Due to the sustained decline in its stock price and the announcement of the Cost Realignment Plan in November 2023, the Company performed a quantitative goodwill impairment analysis on each of its four reporting units during the fourth quarter of 2023 and concluded that the fair value of goodwill exceeded its carrying value.

The Company has not recognized any goodwill impairment charges in any of the periods presented.

The following table summarizes the activity in the Company’s goodwill by segment for the period presented (in thousands):

Nucleic Acid Production Biologics Safety Testing Total

Nucleic Acid Production (1)

Biologics Safety Testing (2)

Balance as of December 31, 2023 $ 206,101 $ 119,928 $ 326,029

Acquisition 42,361 — 42,361

( 166,151 ) — ( 166,151 )

Balance as of December 31, 2024 $ 39,950 $ 119,928 $ 159,878

____________________

(1) The Nucleic Acid Production segment had accumulated goodwill impairment of $ 166.2 million as of December 31, 2024.

There had been no accumulated goodwill impairment as of December 31, 2023.

(2) The Biologics Safety Testing segment had no accumulated goodwill impairment as of December 31, 2024 or 2023.

As of December 31, 2024 and 2023, the Company had four reporting units, three of which are contained in the Nucleic Acid Production segment.

During the year ended December 31, 2024, the Company recorded full goodwill impairment of $ 154.2

million related to the TriLink reporting unit and a goodwill impairment of $ 11.9 million related to the Alphazyme reporting unit, which are both contained in the Nucleic Acid Production segment.

In connection with preparing its financial statements for the third quarter of 2024, the Company tested its reporting units for potential goodwill impairment in response to impairment indicators identified during the Company’s forecasting process.

During the third quarter of 2024, the Company revised its long-term forecast to reflect lower projected near-term revenues due to lower demand in research and discovery products within our Nucleic Acid Production business.

This revision also considered the slower than expected transition to new mRNA clinical trials as customers prioritize existing programs and more conservatively invest in new programs as the results of continued macroeconomic pressures.

The Company performed a quantitative goodwill impairment test on each of its four reporting units.

The Company performed the impairment test using a combination of the income and the market approach to determine whether the fair value of each reporting unit was less than its carrying value.

The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information.

The significant assumptions in the discounted cash flow models vary amongst, and are specific to, each reporting unit and include, but are not limited to, discount rates, revenue projections, revenue growth rate assumptions (including terminal growth rates) and EBITDA margins.

Discount rates were determined using a weighted average cost of capital specific to each reporting unit and other market and industry data.

For TriLink, the selected discount rate was 10.5 %.

These assumptions were developed in light of current market conditions and future expectations which include, but were not limited to, new product and service developments, impact of competition and future economic conditions.

These estimates and assumptions represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value.

Based on its interim quantitative assessment, the Company concluded that the TriLink reporting unit had a carrying value that exceeded its estimated fair value.

As a result, the Company recorded goodwill impairment of $ 154.2 million on the consolidated statements of operations, which was the entire goodwill balance at the reporting unit.

As of the end of the third quarter of 2024, no impairment was recorded for the Company’s remaining three reporting units, as each of their fair values exceeded their respective carrying values.

In connection with preparing its financial statements for the year ended December 31, 2024, the Company tested its reporting units for potential goodwill impairment in response to impairment indicators identified during the Company’s forecast process and the sustained decline in its stock price.

As of December 31, 2024, the Company revised its long-term forecast to reflect lower projected near-term revenues due to lower demand in enzyme products within its Nucleic Acid Production business.

The Company performed a quantitative goodwill impairment test on each of its reporting units with goodwill.

The Company performed the December 31, 2024 impairment test using a combination of the income and the market approach to determine whether the fair value of each reporting unit was less than its carrying value.

The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information.

The significant assumptions in the discounted cash flow models vary amongst, and are specific to, each reporting unit and include, but are not limited to, discount rates, revenue, revenue growth rate assumptions (including terminal growth rates) and EBITDA margin.

Discount rates were determined using a weighted average cost of capital specific to each reporting unit and other market and industry data.

For Alphazyme, the selected discount rate was 28.5 %.

These assumptions were developed in light of current market conditions and future expectations which include, but were not limited to, new product and service developments, the impact of competition and future economic conditions.

These estimates and assumptions represent a Level 3 measurement because they are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value.

Based on its quantitative assessment, the Company concluded that the Alphazyme reporting unit had a carrying value that exceeded its estimated fair value.

As a result, the Company recorded goodwill impairment of $ 11.9 million on the consolidated statements of operations.

No impairment was recorded for any of the Company’s other reporting units with goodwill at this time, as each of their fair values exceeded their respective carrying values.

Intangible Assets

In conjunction with the goodwill impairment tests performed during each of the third and fourth quarters of 2024, the Company also evaluated the recoverability of its long-lived assets (including finite-lived intangible assets).

The Company performed the impairment test by comparing the respective carrying value of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets.

Based on the impairment tests, it was determined that the carrying value of the asset groups did not exceed their respective current and expected future cash flows, on an undiscounted basis.

As a result, no impairment for long-lived assets (including finite-lived intangible assets) was recorded.

Intangible assets are being amortized on a straight-line basis, which reflects the expected pattern in which the economic benefits of the intangible assets are being obtained, over an estimated useful life ranging from 3 to 14 years.

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Total $ 349,762 $ ( 128,775 ) $ 220,987 8.7

During the first quarter of 2023, the Company recorded intangible assets of $ 31.7 million in connection with the acquisition of Alphazyme that was completed in January 2023 (see Note 2).

The Company recognized $ 24.9 million , $ 24.8 million and $ 21.5 million of amortization expense from intangible assets directly linked with revenue generating activities within cost of revenue in the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization expense for intangible assets that are not directly related to sales generating activities of $ 2.6 million, $ 2.8 million and $ 5.9 million was recorded as selling, general and administrative expenses for the years ended December 31, 2023, 2022 and 2021, respectively.

Amortization expense for intangible assets that are not directly related to sales generating activities o f $ 2.6 million, $ 2.6 million and $ 2.8 million was recorded as selling, general and administrative expenses for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the estimated future amortization expense for finite-lived intangible assets were as follows (in thousands):

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Fair Value Measurements as of December 31, 2024

Level 1 Level 2 Level 3 Total

Line Item in the Consolidated Balance Sheets Level 1 Level 2 Level 3 Total

Money market funds

Cash and cash equivalents

$ 321,985 $ — $ — $ 321,985

Interest rate cap — 8,559 — 8,559

Interest rate cap Prepaid expenses and other current assets — 1,375 — 1,375

Total assets $ 321,985 $ 1,375 $ — $ 323,360

Current portion of contingent consideration $ — $ — $ 131 $ 131

Contingent consideration, non-current — — 1,872 1,872

Total liabilities $ — $ — $ 2,003 $ 2,003

Fair Value Measurements as of December 31, 2023

Level 1 Level 2 Level 3 Total

Interest rate cap $ — $ 11,362 $ — $ 11,362

Line Item in the Consolidated Balance Sheets Level 1 Level 2 Level 3 Total

Money market funds

Cash and cash equivalents

$ 418,685 $ — $ — $ 418,685

Interest rate cap Other assets

— 8,559 — 8,559

Total assets $ 418,685 $ 8,559 $ — $ 427,244

Contingent consideration

In connection with the acquisition of Alphazyme (see Note 2), the Company is required to make contingent payments to the sellers of up to $ 75.0 million, subject to achieving certain revenue thresholds.

The preliminary fair value of the liability for the contingent payments recognized upon the acquisition as part of the purchase accounting opening balance sheet totaled $ 5.3 million.

The preliminary fair value of the contingent consideration was determined using a Monte-Carlo simulation-based model discounted to present value.

Assumptions used in this calculation are expected revenue, a discount rate of 17.8 % and various probability factors.

The ultimate settlement of the contingent consideration could deviate from current estimates based on the actual results of these financial measures.

The contingent consideration has three performance payments spanning over three years beginning 2024.

This liability is considered to be a Level 3 financial liability that is remeasured each reporting period.

Changes in fair value of contingent consideration are recognized as a gain or loss and recorded within change in estimated fair value of contingent consideration in the consolidated statements of operations.

During the year ended December 31, 2023, the Company recorded a decrease of $ 3.3 million in the estimated fair value of contingent consideration.

This was due to a change in estimates associated with Alphazyme revenue projections reaching thresholds that would trigger a contingent payment per the Alphazyme SPA.

In connection with the acquisition of MyChem (see Note 2), the Company is required to make contingent payments to the sellers of up to $ 40.0 million, subject to achieving certain revenue thresholds.

The preliminary fair value of the liability for the contingent payments recognized upon the acquisition as part of the purchase accounting opening balance sheet totaled $ 7.8 million.

Accrued expenses and other current liabilities $ — $ — $ 131 $ 131

Contingent consideration

Other long-term liabilities — — 1,872 1,872

Total liabilities $ — $ — $ 2,003 $ 2,003

Contingent Consideration

In connection with the acquisition of Alphazyme (see Note 2), the Company was initially required to make contingent payments to the sellers of Alphazyme of up to $ 75.0 million, subject to Alphazyme achieving certain revenue thresholds during each of the fiscal years 2023 through 2025.

The preliminary fair value of the liability for the contingent consideration recognized upon the completion of the acquisition as part of the purchase accounting opening balance sheet was $ 5.3 million.

The preliminary fair value of the contingent consideration was determined using a Monte-Carlo simulation-based model discounted to present value.

Assumptions used in this calculation are expected revenue, a discount rate of 16.9 % and various probability factors.

The ultimate settlement of the contingent consideration could deviate from current estimates based on the actual results of these financial measures.

The contingent consideration projected year of payment was 2023.

This liability is considered to be a Level 3 financial liability that is remeasured each reporting period.

Assumptions used to determine the fair value were expected revenue, a discount rate of 17.8 % and various probability factors.

The ultimate settlement of the contingent consideration could deviate from current estimates based on actual revenues.

The contingent consideration consists of three Performance Payments for each of the performance periods, with the first and second payments (to the extent earned) due in 2024 and 2025, respectively.

For the first and second performance periods which ended on December 31, 2023 and 2024, respectively, it was determined that the defined revenue targets were not achieved.

Consequently, no payments for contingent consideration were made to the sellers of Alphazyme.

As of December 31, 2024, the Company may be required to make contingent payments to the sellers of Alphazyme of up to $ 25.0 million for the remaining performance period.

This contingent consideration liability is considered to be a Level 3 financial liability that is remeasured each reporting period.

During the second quarter of 2022, the Company recorded a $ 7.8 million decrease in the estimated fair value of contingent consideration.

This was due to a change in the estimate associated with MyChem revenue projections reaching thresholds that would trigger a contingent payment per the MyChem SPA.

The contingent consideration expired as of December 31, 2022 and the revenue thresholds were not achieved.

The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods presented (in thousands):

During the year ended December 31, 2024, the Company recorded a decrease of $ 2.0 million i n the estimated fair value of contingent consideration.

This was due to a change in estimates associated with the expected achievement of the Alphazyme revenue thresholds that would require the Company to make a contingent consideration payment under the Alphazyme SPA.

The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the period presented (in thousands):

Contingent Consideration

Balance as of December 31, 2023 $ 2,003

Contingent consideration related to the acquisition of MyChem 7,800

Change in estimated fair value of contingent consideration ( 2,003 )

Balance as of December 31, 2024 $ —

Contingent consideration related to the acquisition of Alphazyme 5,289

Change in estimated fair value of contingent consideration ( 3,286 )

Balance as of December 31, 2023 $ 2,003

Balance Sheet Components

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Finance lease right-of-use assets

$ 78,599 $ 78,599

Leasehold improvements 37,587 24,874

Furniture, fixtures and equipment

73,362 48,793

Software 3,870 3,211

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$ 52,551 $ 59,746

Interest rate cap 8,559 11,362

Indemnification asset (see Note 2)

Prepaid lease payments — 27,253

Interest rate cap, non-current

Other 3,156 2,929

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December 31, 2024 December 31, 2023

Accrued MyChem Retention Payments, current portion (see Note 2)

Employee related $ 17,163 $ 12,905

Accrued interest payable 9,202 7,700

Operating lease liabilities, current portion

Accrued restructuring costs (see Note 3)

Accrued interest payable 4,566 9,202

Professional services 2,233 2,277

Accrued property and equipment

Customer deposits 910 2,156

Sales and use tax liability 779 1,001

Inventory holdback liability — 10,000

Accrued MyChem Retention Payments, current portion (see Note 2)

Accrued restructuring costs (see Note 3)

Other 1,543 3,024

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$ 41,381 $ 47,510

Acquisition related tax liability (see Note 2)

Accrued Alphayzme Retention Payments, non-current (see Note 2)

Acquisition related tax liability (see Note 2)

Contingent consideration, non-current

Accrued MyChem Retention Payments, non-current (see Note 2)

Other 423 522

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Cooperative Agreement

In May 2022, TriLink entered into a cooperative agreement (the “Cooperative Agreement”) with the U.S.

Department of Defense, as represented by the Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense on behalf of the Biomedical Advanced Research and Development Authority (“BARDA”), within the U.S.

TriLink has a cooperative agreement (the “Cooperative Agreement”) with the U.S.

Department of Health and Human Services (“HHS”), to advance the development of domestic manufacturing capabilities and to expand TriLink’s domestic production capacity in its San Diego manufacturing campus (the “Flanders San Diego Facility”) for products critical to the development and manufacture of mRNA vaccines and therapeutics.

The Cooperative Agreement has since transitioned from the U.S.

Department of Defense to the HHS as of January 2023.

The Flanders San Diego Facility consists of two buildings (“Flanders I” and “Flanders II”), however, the Cooperative Agreement is exclusively involved in Flanders I.

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Government with conditional priority access and certain preferred pricing obligations for a 10-year period from the completion of the construction project for the production of a medical countermeasure (or a component thereof) that the Company manufactures in the Flanders San Diego Facility during a declared public health emergency.

Pursuant to certain requirements, BARDA awarded TriLink an amount equal to $ 38.8 million or 50 % of the construction and validation costs currently budgeted for the Flanders San Diego Facility.

The contract period of performance is May 2022 through January 2034, which is the effective date of the Cooperative Agreement through the anticipated expiration of the 10-year conditional priority access period.

Pursuant to certain requirements, TriLink was awarded an amount equal to $ 38.8 million or 50 % of the construction and validation costs currently budgeted for the Flanders San Diego Facility.

The contract period of performance is May 2022 through March 2035, which is the effective date of the Cooperative Agreement through the anticipated expiration of the 10-year conditional priority access period.

Amounts reimbursed are subject to audit and may be recaptured by the HHS in certain circumstances.

During the year ended December 31, 2023, the Company has received $ 12.9 million of reimbursements under the Cooperative Agreement with an equal offset recorded to property and equipment on the consolidated balance sheet.

As of December 31, 2023, the Company has recorded a receivable of $ 1.1 million, with an equal offset to property and equipment on the consolidated balance sheet.

During the year ended December 31, 2022, the Company has received $ 18.1 million of reimbursements under the Cooperative Agreement, with offsets recorded to:

(i) prepaid lease payments associated with Flanders I within other assets of $ 17.0 million;

and (ii) property and equipment of $ 1.1 million.

As of December 31, 2022, the Company has recorded a receivable of $ 8.2 million, with an equal offset recorded to prepaid lease payments associated with Flanders I within other assets on the consolidated balance sheet.

During the years ended December 31, 2024 and 2023, the Company has received $ 7.1 million and $ 12.9 million, respectively, of reimbursements under the Cooperative Agreement with equal offsets recorded to property and equipment on the consolidated balance sheets.

As of December 31, 2024 and 2023, the Company has recorded receivables of $ 0.7 million and $ 1.1 million, respectively, within prepaid expenses and other current assets, with equal offsets to property and equipment on the consolidated balance sheets.

All of the Company's facilities, including office, laboratory and manufacturing space, are occupied under long-term non-cancelable lease arrangements with various expiration dates through 2038, some of which include options to extend up to 20 years.

The Company does not have any leases that include residual value guarantees.

In January 2023, the Company assumed Alphazyme’s existing facility lease in Jupiter, Florida, in connection with the acquisition of Alphazyme (see Note 2).

The lease term began in January 2023 and will end in January 2032.

The lease is for 10 years with the option to extend for one additional 5-year period.

In February 2023, the Company entered into an agreement to expand the existing Alphazyme facility lease for additional space.

The lease term will run concurrently with and as part of the initial lease term.

In March 2023 and June 2023, the Company’s leases for Flanders I and Flanders II, respectively, commenced.

The Company entered into the lease agreement in August 2021.

The leases are for eleven years with the option to extend for one additional 5-year period.

The Company is reasonably certain to execute the renewal option and has, therefore, recognized this as part of its ROU assets and lease liabilities.

The lease includes tenant improvement provisions, rent abatement clauses, and escalating rent payments over the life of the lease.

In December 2023, as part of the Cost Realignment Plan, the Company terminated a facility lease in San Diego, California and recorded a non-cash loss for early lease termination in the consolidated statements of operations (see Note 3).

The Company has a $ 0.5 million outstanding letter of credit as security for a lease agreement for a facility in San Diego, California, which reduced the availability of credit under the Revolving Credit Facility (see Note 10).

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Operating leases 6.8 % 6.7 %

____________________

* The Company did not have any finance leases as of December 31, 2022.

Supplemental information concerning the cash flow impact arising from the Company's leases recorded in the Company's consolidated statements of cash flows is detailed in the following table for the periods presented (in thousands):

5 unchanged sentences

Operating cash flows used for operating leases 10,224 10,306 7,049

Non-cash transactions:

Right-of-use assets obtained in exchange for new finance lease liabilities $ 32,862 $ — $ —

Right-of-use assets obtained in exchange for new operating lease liabilities 3,931 17,513 —

As of December 31, 2024, the Company expects that its future minimum lease payments will become due and payable as follows (in thousands):

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These are agreements to purchase products and services that are enforceable, legally binding, and specify terms that include provisions with respect to quantities, pricing and timing of purchases.

Amounts purchased under these obligations totaled $ 3.0 million for the year ended December 31, 2023.

Such amounts were not material for the years ended December 31, 2022 and 2021.

As of December 31, 2023, future minimum commitments under these obligations totaled $ 3.3 million which relates to the year ending December 31, 2024.

Amounts purchased under these obligations totaled $ 6.1 million and $ 3.0 million for the years ended December 31, 2024 and 2023, respectively.

Such amounts were not material for the year ended December 31, 2022.

As of December 31, 2024, future minimum commitments under these obligations were as follows (in thousands):

Legal Proceedings

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The Company believes that the results of any such contingencies, either individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

On March 3, 2025, a purported stockholder filed a putative class action lawsuit against the Company and certain officers of the Company in the United States District Court for the Southern District of California, captioned Nelson v.

Maravai Lifesciences Holdings, Inc., et al.

(the “Securities Class Action”).

The Securities Class Action generally alleges that the Company and certain officers of the Company violated federal securities laws by making allegedly materially false or misleading statements about the Company’s business, operations, and prospects, and asserts claims under Sections 10(b) and 20(a) of the Exchange Act, as amended, and Rule 10b-5 promulgated under the Exchange Act.

The plaintiff seeks to represent a putative class of investors who purchased or acquired the Company’s stock between August 7, 2024 and February 24, 2025.

The Securities Class Action seeks, among other things, compensatory damages and attorneys’ fees and costs.

The case is in its very early stages.

The Company anticipates that motions for appointment of a lead plaintiff will be due in early May 2025.

The Company intends to vigorously defend the Securities Class Action.

The Company cannot reasonably estimate any loss or range of loss that may arise from the Securities Class Action.

Indemnification Agreements

from intellectual property infringement claims made by third parties, and losses arising from breach of representations, warranties and covenants to counterparties set forth in agreements with such parties.

In the ordinary course of business, we may provide indemnification of varying scope and terms to vendors, lessors, customers and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties, and losses arising from breach of representations, warranties and covenants to counterparties set forth in agreements with such parties.

We have also agreed to our directors and officers to the maximum extent permitted under applicable state laws pursuant to standard director and officer indemnification agreements and our corporate charter and bylaws.

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Credit Agreement

In October 2020, Maravai Intermediate Holdings, LLC (“Intermediate”), a wholly-owned subsidiary of Topco LLC, along with certain of its subsidiaries (together with Intermediate, the “Borrowers”), entered into a credit agreement (as amended, the “Credit Agreement”), which provides for a term loan facility and a revolving credit facility.

In January 2022, the Company entered into an amendment (the “Amendment”) to refinance the term loan and to replace London Interbank Offered Rate (“LIBOR”) with a Term Secured Overnight Financing Rate (“SOFR”) based rate.

As amended, the Credit Agreement provides for a $ 600.0 million term loan facility, maturing October 2027 (the “Tranche B Term Loan”), and a $ 180.0 million revolving credit facility (the “Revolving Credit Facility”).

The interest rate margins applicable to the Tranche B Term Loan and Revolving Credit Facility is 3.00 %, with respect to each Term SOFR-based loan, and 2.00 %, with respect to each Base Rate-based loan.

Further, the interest rate floor for Base Rate term loans, Term SOFR-based term loans, and Term SOFR-based revolving loans are 1.50 %, 0.50 % and 0.00 %, respectively.

As of December 31, 2023, the interest rate on the Tranche B Term Loan was 8.40 % per annum.

The Credit Agreement also provides for a $ 20.0 million limit for letters of credit.

As of December 31, 2023, the Company had a $ 0.5 million outstanding letter of credit as security for a lease agreement, which reduced the availability of credit under the Revolving Credit Facility by $ 0.5 million.

Maravai Intermediate Holdings, LLC (“Intermediate”), a wholly-owned subsidiary of Topco LLC, along with certain of its subsidiaries (together with Intermediate, the “Borrowers”) are parties to a credit agreement (as amended, the “Credit Agreement”), which provides for a $ 600.0 million term loan facility, maturing October 2027 (the “Term Loan”) and a $ 167.0 million revolving credit facility, maturing October 2029 (subject to springing maturity provisions based on the maturity of the Term Loan) (the “Revolving Credit Facility”).

Borrowings under the Credit Agreement bear interest at a variable rate based on Term Secured Overnight Financing Rate (“SOFR”) plus an applicable interest rate margin.

As of December 31, 2024, the interest rate on the Term Loan was 7.62 % per annum.

The Revolving Credit Facility also provides availability for the issuance of letters of credit up to an aggregate limit of $ 20.0 million.

As of December 31, 2024, the Company had a $ 0.5 million outstanding letter of credit as security for a lease agreement, which reduced the availability for the future issuance of letters of credit under the Revolving Credit Facility to $ 19.5 million.

Borrowings under the Credit Agreement are unconditionally guaranteed by Topco LLC, together with the existing and future material domestic subsidiaries of Topco LLC (subject to certain exceptions), as specified in the respective guaranty agreements.

Borrowings under the Credit Agreement are also secured by a first-priority lien and security interest in substantially all of the assets (subject to certain exceptions) of existing and future material domestic subsidiaries of Topco LLC that are loan parties.

The accounting related to entering into the Amendment was evaluated on a creditor-by-creditor basis to determine whether each transaction should be accounted for as a modification or extinguishment.

Certain creditors under the Tranche B Term Loan did not participate in this refinancing transaction, were repaid their principal and interest of $ 8.5 million and ceased being creditors of the Company and the repayment of their related outstanding debt balances has been accounted for as an extinguishment of debt.

Proceeds of borrowings from new lenders of $ 8.5 million were accounted for as a new debt financing.

The Company recorded a loss on extinguishment of debt of $ 0.2 million in the accompanying consolidated statements of operations during the year ended December 31, 2022.

For the remainder of the creditors, this transaction was accounted for as a modification because the change in present value of cash flows between the two term loans before and after the transaction was less than 10% on a creditor-by-creditor basis.

In January 2022, the Company entered into an amendment (the “Second Amendment”) to the Credit Agreement to refinance the previous term loan and to replace the London Interbank Offered Rate (“LIBOR”) with a Term SOFR based rate.

As a result, the Company recorded a loss on extinguishment of debt of $ 0.2 million in the accompanying consolidated statements of operations during the year ended December 31, 2022.

As part of the refinancing, the Company incurred $ 0.9 million of various costs, of which an insignificant amount was related to an original issuance discount, and were all capitalized in the accompanying balance sheet within long-term debt and are subject to amortization over the term of the refinanced debt as an adjustment to interest expense using the effective interest method.

We also incurred $ 0.3 million of financing-related fees related to the Revolving Credit Facility in connection with the debt refinancing activities in January 2022.

As of December 31, 2023, unamortized debt issuance costs totaled $ 1.4 million and are recorded as assets within other assets on the accompanying consolidated balance sheet as there is no balance outstanding related to the Revolving Credit Facility.

Commencing with the fiscal year ended December 31, 2021, and each fiscal year thereafter, the Credit Agreement requires that we make mandatory prepayments on the Tranche B Term Loan principal upon certain excess cash flow, subject to certain step-downs based on the Company’s first lien net leverage ratio.

The excess cash flow shall be reduced to 25 % or 0 % of the calculated excess cash flow if the Company’s first lien net leverage ratio was equal to or less than 4.75 :1.00 or 4.25 :1.00, respectively, however, no prepayment shall be required to the extent excess cash flow calculated for the respective period is equal to or less than $ 10.0 million.

As of December 31, 2023, the Company’s first lien net leverage ratio was less than 4.25 :1.00.

Thus, a mandatory prepayment on the Tranche B Term Loan out of our excess cash flow was not required.

The Tranche B Term Loan is repayable in quarterly payments of $ 1.4 million which began in March 2022, with all remaining outstanding principal due in October 2027.

The Tranche B Term Loan includes prepayment provisions that allow the Company,

at our option, to repay all or a portion of the principal amount at any time.

The Revolving Credit Facility allows the Company to repay and borrow from time to time until October 2025, at which time all amounts borrowed must be repaid.

Subject to certain exceptions and limitations, we are required to repay borrowings under the Tranche B Term Loan and Revolving Credit Facility with the proceeds of certain occurrences, such as the incurrence of debt, certain equity contributions and certain asset sales or dispositions.

In September 2024, the Company entered into an amendment (the “Third Amendment”) to the Credit Agreement, which extended the maturity date of the Revolving Credit Facility and reduced the lenders’ aggregate commitments under the Revolving Credit Facility.

As a result, the Company recorded a loss on partial extinguishment of debt of $ 0.2 million in the accompanying consolidated statements of operations during the year ended December 31, 2024.

As part of the refinancing, the Company incurred $ 1.2 million of costs, of which $ 1.1 million was related to an arranger fee, and were all capitalized in the accompanying balance sheet within assets as there is no borrowing balance outstanding related to the Revolving Credit Facility.

As of December 31, 2024, capitalized financing costs totaled $ 1.8 million and are recorded within other assets on the accompanying consolidated balance sheet.

The Term Loan requires mandatory quarterly principal payments of $ 1.4 million, which began in March 2022, and all remaining outstanding principal is due on maturity in October 2027.

The Term Loan includes prepayment provisions that allow the Company, at our option, to repay all or a portion of the outstanding principal at any time.

In December 2024, the Company voluntarily pre-paid, using cash on hand, $ 228.0 million of aggregate principal amount of the Term Loan.

There were no prepayment penalties associated with this prepayment of principal.

As a result of the prepayment, the Company recorded a loss on partial extinguishment of debt of $ 3.0 million in the accompanying consolidated statements of operations during the year ended December 31, 2024 related to the write-off of pre-existing deferred financing costs.

The Revolving Credit Facility allows the Company to repay and borrow from time to time until its maturity date, at which time all amounts borrowed must be repaid.

Subject to certain exceptions and limitations, we are required to repay borrowings under the Term Loan and Revolving Credit Facility with the proceeds of certain occurrences, such as the incurrence of debt, certain equity contributions and certain asset sales or dispositions.

Accrued interest under the Credit Agreement is payable by us (a) quarterly in arrears with respect to base rate loans, (b) at the end of each interest rate period (or at each three-month interval in the case of loans with interest periods greater than three months) with respect to Term SOFR rate loans, (c) on the date of any repayment or prepayment and (d) at maturity (whether by acceleration or otherwise).

An annual commitment fee is applied to the daily unutilized amount under the Revolving Credit Facility at 0.375 % per annum, with one stepdown to 0.25 % per annum based on Intermediate’s first lien net leverage ratio calculation.

The Credit Agreement requires that we make mandatory prepayments on the Term Loan principal upon certain excess cash flow, subject to certain step-downs based on the Company’s first lien net leverage ratio.

As of December 31, 2024, the Company’s first lien net leverage ratio was less than 4.25 :1.00.

Thus, a mandatory prepayment on the Term Loan out of our excess cash flow was not required.

The Credit Agreement contains certain covenants, including, among other things, covenants limiting our ability to incur or prepay certain indebtedness, pay dividends or distributions, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments and make changes to the nature of the business.

Additionally, the Credit Agreement also requires us to maintain a certain net leverage ratio if the outstanding debt balance on the Revolving Credit Facility exceeds 35.0 % of the aggregate amount of available credit of $ 180.0 million.

Additionally, the Credit Agreement requires us to maintain a certain net leverage ratio if the outstanding debt balance on the Revolving Credit Facility exceeds 35.0 % of the aggregate amount of available credit of $ 167.0 million, or $ 58.5 million.

The Company was in compliance with these covenants as of December 31, 2024.

Interest Rate Cap

In the first quarter of 2021, the Company entered into an interest rate cap agreement to manage a portion of its variable interest rate risk on its outstanding long-term debt.

The contract, which was effective March 31, 2021, entitles the Company to receive from the counterparty at each calendar quarter end the amount, if any, by which a specified defined floating market rate exceeds the cap strike interest rate, applied to the contract’s notional amount of $ 415.0 million The floating rate of interest is reset at the end of each three month period.

The contract was set to expire on March 31, 2023.

In May 2022, the Company amended the interest rate cap agreement, effective June 30, 2022, to increase the contract’s notional amount to $ 500.0 million and to extend the maturity date to January 19, 2025.

Additionally, the floating rate option changed from a LIBOR-based rate to a SOFR-based rate.

Other provisions remained unchanged as a result of the amendment.

Premiums paid to amend the interest rate cap agreement were immaterial.

The interest rate cap agreement has not been designated as a hedging relationship and has been recognized on the consolidated balance sheet at fair value of $ 8.6 million within other assets with changes in fair value recognized within interest expense in the consolidated statements of operations.

Proceeds from the interest rate cap agreement are reflected in cash flows used in financing activities in the consolidated statements of cash flows.

The Company was party to an interest rate cap agreement to manage a portion of its variable interest rate risk on its outstanding long-term debt.

Under the terms of the contract, the Company was entitled to receive from the counterparty, at each calendar quarter end, the amount, if any, by which a specified defined floating market rate exceeded the cap strike interest rate, applied to the contract’s notional amount of $ 500.0 million.

The floating rate of interest was reset at the end of each three-month period.

The contract expired on January 19, 2025.

The interest rate cap agreement was not designated as a hedging relationship and was recognized on the consolidated balance sheet at fair value of $ 1.4 million, within prepaid expenses and other current assets, as of December 31, 2024 and $ 8.6 million, within other assets, as of December 31, 2023.

Changes in fair value were recognized within interest expense in the consolidated

statements of operations.

Proceeds from the interest rate cap agreement were reflected in cash flows used in financing activities in the consolidated statements of cash flows.

The Company’s long-term debt consisted of the following as of the periods presented (in thousands):

December 31, 2024 December 31, 2023

Tranche B Term Loan $ 533,120 $ 538,560

$ 299,680 $ 533,120

Unamortized debt issuance costs ( 3,748 ) ( 8,973 )

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Total long-term debt, less current portion $ 290,492 $ 518,707

There were no balances outstanding on the Company’s Revolving Credit Facility as of December 31, 2023 and 2022.

There were no borrowing balances outstanding on the Company’s Revolving Credit Facility as of December 31, 2024 and 2023.

As of December 31, 2024, the aggregate future principal maturities of the Company’s debt obligations based on contractual due dates were as follows (in thousands):

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All Class B common stock that is transferred shall be automatically retired and cancelled and shall no longer be outstanding.

Exchanges and Secondary Offerings

April 2021 Exchange and Secondary Offering

In April 2021, MLSH 1 executed an exchange of 17,665,959 Topco LLC units (the “LLC Units”) (paired with the corresponding shares of Class B common stock) in return for 17,665,959 shares of the Company’s Class A common stock.

The corresponding shares of Class B common stock were subsequently cancelled and retired.

The Company immediately completed a secondary offering (“April 2021 Secondary Offering”) of 20,700,000 shares of its Class A common stock by MLSH 1 and Maravai Life Sciences Holdings 2, LLC (“MLSH 2”), which included 3,034,041 shares of Class A common stock previously held by MLSH 2, which included the full exercise of the underwriters’ option to purchase up to 2,700,000 additional shares of Class A common stock, at a price of $ 31.25 per share.

The selling stockholders were responsible for the underwriting discounts and commissions of the April 2021 Secondary Offering and received all of the net proceeds of $ 624.2 million from the sale of shares of Class A common stock.

The Company was responsible for the offering costs associated with the April 2021 Secondary Offering of $ 1.0 million which were recorded within selling, general and administrative expenses in the consolidated statements of operations.

September 2021 Exchange and Secondary Offering

In September 2021, MLSH 1 executed an exchange of 17,068,559 LLC Units (paired with the corresponding shares of Class B common stock) in return for 17,068,559 shares of the Company’s Class A common stock.

The corresponding shares of Class B common stock were subsequently cancelled and retired.

Shortly after the exchange, the Company completed a secondary offering (“September 2021 Secondary Offering”) of 20,000,000 shares of its Class A common stock by MLSH 1 and MLSH 2, which included 2,931,441 shares of Class A common stock previously held by MLSH 2 at a price of $ 50.00 per share.

The selling stockholders were responsible for the underwriting discounts and commissions of the September 2021 Secondary Offering and received all of the net proceeds of $ 977.5 million from the sale of shares of Class A common stock.

The Company was responsible for the offering costs associated with the September 2021 Secondary Offering of $ 0.9 million which were recorded within selling, general and administrative expenses in the consolidated statements of operations.

Cash Contribution, Exchange, and Forfeiture Agreement

In December 2021, the Company entered into a Cash Contribution, Exchange and Forfeiture Agreement (the “Contribution Agreement”) with Topco LLC and MLSH 1, a related party.

Pursuant to the Contribution Agreement, the Company contributed $ 110.0 million of cash to Topco LLC in exchange for 2,732,919 newly-issued units LLC Units of Topco LLC at a price per unit of $ 40.25 , which was equal to the 50-day volume-weighted average price of the Company’s Class A common stock as

calculated on December 31, 2021.

Immediately following the contribution, the Company and MLSH 1 agreed to forfeit 2.036 % of their respective LLC Units of Topco LLC and an equal number of shares of the Company’s Class B common stock, par value $ 0.01 per share, for no consideration.

The purpose of the Contribution Agreement was to reduce the excess cash that had accumulated at the Company as a result of quarterly tax distributions it has received from Topco LLC since its IPO.

Exchange of Topco LLC Units and Block Trade

In May 2024, MLSH 1 exchanged 8,409,946 LLC Units of Topco LLC (paired with an equal number of shares of our Class B common stock) for 8,409,946 shares of the Company’s Class A common stock.

Upon receipt by the Company, the shares of our Class B common stock were subsequently cancelled and retired.

Following the exchange, MLSH 1 and MLSH 2 sold an aggregate of 9,940,974 shares of our Class A common stock in a block trade (“May 2024 Block Trade”).

The Company did not receive any of the proceeds from the sale of shares of our Class A common stock by either MLSH 1 or MLSH 2, but did incur legal and other costs associated with the May 2024 Block Trade, which were not significant.

During the years ended December 31, 2023 and 2022, MLSH 1 did not exchange any Paired Interests.

Structuring Transactions

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The Company reported a net loss attributable to Maravai LifeSciences Holdings, Inc.

for the year ended December 31, 2023.

for the years ended December 31, 2024 and 2023.

The following table presents the computation of basic and diluted net (loss) income per common share attributable to the Company for the periods presented (in thousands, except per share amounts):

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The maximum number of potentially dilutive shares that could be issued upon vesting for such awards was insignificant as of December 31, 2024, 2023 and 2022.

These amounts were also excluded from the potentially dilutive securities in the table above.

The Company had no contingently issuable PSUs outstanding as of December 31, 2021.

Equity Incentive Plans

Stock-Based Compensation

In November 2020, the Company’s board of directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan”).

The 2020 Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each of the first 10 calendar years during the term of the 2020 Plan, by the lesser of (i) 4 % of the total number of shares of Class A common stock outstanding on each December 31 immediately prior to the date of increase or (ii) such number of shares of Class A common stock determined by our board of directors or compensation committee.

Class A common stock determined by our board of directors or compensation committee.

Shares of Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the 2020 Plan.

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The award is eligible to vest upon achievement of certain revenue-based performance goals and are subject to continued service over a defined performance period.

Compensation expense recognized for these PSUs were insignificant for the years ended December 31, 2023 and 2022.

There was no compensation expense related to PSUs during the year ended December 31, 2021.

Compensation expense recognized for these PSUs was insignificant for all periods presented.

Stock Options

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Outstanding as of December 31, 2023 4,305 $ 20.55 8.5 $ 19

Granted 2,270 14.76

Cancelled ( 589 ) 22.89

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2024 2023 2022

Expected volatility 48.0 % 51.3 % 57.2 %

Risk-free interest rate 3.6 % 2.8 % 1.0 %

Expected term (in years) 6.5 6.1 6.1

Expected dividend yield — % — % — %

Expected volatility N/A 48.0 % 51.3 %

Risk-free interest rate N/A 3.6 % 2.8 %

Expected term (in years) N/A 6.5 6.1

Expected dividend yield N/A — % — %

Stock-based compensation expense related to stock options was $ 10.0 million, $ 11.5 million and $ 8.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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Restricted Stock Units

The Company has granted restricted stock unit awards to employees and non-employee directors and contractors.

The Company has granted restricted stock unit awards to employees, non-employee directors and contractors.

The following table summarizes information related to RSUs:

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The total fair value of RSUs vested was $ 12.1 million, $ 5.0 million and $ 1.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2023, the total unrecognized equity-based compensation related to RSUs was $ 43.7 million, which is expected be recognized over a weighted-average period of approximately 2.0 years.

Unit-Based Compensation

Prior to the IPO, the Company’s parent, MLSH 1, granted unit-based awards (“MLSH 1 Incentive Units”) to certain executives of the Company in the form of non-vested units.

MLSH 1 Incentive Units

Prior to the Organizational Transactions, Topco LLC entered into agreements with certain executives and board members whereby those employees and board members were granted incentive units in MLSH 1, a related party.

All MLSH 1 Incentive Unit awards were subject to a market condition which is subject to the achievement of a certain investment return threshold that increased on a compounding basis annually and a service condition subject to their continued employment.

Certain MLSH 1 Incentive Unit awards contained a performance condition tied to the achievement of certain cash distribution multiples.

All vested MLSH 1 Incentive Unit awards are subject to repurchase for fair value at MLSH 1’s option upon a voluntary or involuntary separation event that is not deemed to be for cause.

The MLSH 1 Incentive Unit awards that include market and service conditions provide for cliff-vesting generally over four or five years .

The MLSH 1 Incentive Unit awards that include market and performance conditions provide for full vesting upon meeting the performance condition.

The fair value of MLSH 1 Incentive Unit awards was measured at the grant date and recognized as expense over the requisite service period for the awards.

In connection with the divestiture of its Protein Detection business, the Company recognized incremental unit-based compensation expense of $ 2.4 million related to an amended agreement with an executive of Vector (see Note 2).

This unit-based compensation expense was recorded within selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2021.

Unit-based compensation expense related to MLSH 1 Incentive Unit awards was approximately $ 0.2 million, $ 0.7 million and $ 3.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

MLSH 1 Incentive Unit award activity during year ended December 31, 2023 is as follows:

Number of Unvested MLSH 1 Incentive Units

(in thousands) Weighted Average Grant Date Fair Value Per Unit

Balance as of December 31, 2022 77 $ 24.34

Forfeited ( 12 ) 20.08

Vested ( 33 ) 22.24

Balance as of December 31, 2023 32 $ 28.15

As of December 31, 2023, total unrecognized compensation cost related to unvested MLSH 1 Incentive Units subject to service condition is $ 0.1 million which is expected to be recognized over a weighted average period of 1.0 year.

Equity-Based Compensation

The following table summarizes the total equity-based compensation expense included in the Company’s consolidated statements of operations for the periods presented (in thousands):

As of December 31, 2024, the total unrecognized stock-based compensation related to RSUs was $ 39.2 million, which is expected be recognized over a weighted-average period of approximately 1.3 years.

The following table summarizes the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented (in thousands):

Year Ended December 31,

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Restructuring

Total equity-based compensation $ 34,588 $ 18,670 $ 10,458

( 1,225 ) ( 101 ) —

Total stock-based compensation

$ 49,415 $ 34,588 $ 18,670

As of December 31, 2024 and 2023, we are subject to U.S.

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Instead, Topco LLC’s taxable income or loss is passed through to its members, including us.

Components of income from continuing operations before income taxes for the periods presented were as follows (in thousands):

Components of (loss) income from continuing operations before income taxes for the periods presented were as follows (in thousands):

Year Ended December 31,

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International 97 55 —

Total income from continuing operations $ 617,736 $ 551,472 $ 530,765

Income tax expense consisted of the following for the periods presented (in thousands):

Total (loss) income from continuing operations

$ ( 261,482 ) $ 617,736 $ 551,472

Income tax (benefit) expense consisted of the following for the periods presented (in thousands):

Year Ended December 31,

2024 2023 2022

Current tax expense

Current tax (benefit) expense

Federal $ ( 1,621 ) $ 405 $ 16,312

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International 28 8 6

Total current tax expense

Total current tax (benefit) expense

( 1,871 ) 1,169 18,491

2 unchanged sentences

State and local — 90,974 2,394

International 11 — —

Total deferred tax expense

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Income of non-controlling interest ( 9.2 ) 0.8 ( 10.3 )

Taxable (loss) gain on subsidiary liquidation — — ( 0.7 )

Equity-based compensation — — 0.1

Research and development credits 0.2 — ( 0.1 )

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards.

Significant items comprising the net deferred tax assets were as follows as of the periods presented below (in thousands):

Significant items comprising the net deferred tax assets and liabilities were as follows as of the periods presented below (in thousands):

December 31, 2024 December 31, 2023

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Net operating loss

93,759 40,980

Deductions to be received for the Tax Receivable Agreement payments — 1,408

Capital loss carryforward 3,252 3,256

Disallowed interest carryforward

Other 1,775 712

2 unchanged sentences

Total deferred tax assets, net of valuation allowance — —

As a result of the Organizational Transactions, IPO, and subsequent exchanges and financing, we acquired LLC Units and recognized a deferred tax asset for the difference between the financial reporting and tax basis of our investment in Topco LLC

which included net deferred tax assets of $ 0.0 million primarily associated with:

(i) $ 595.8 million related to temporary differences in the book basis as compared to the tax basis of our Company’s investment in Topco LLC, (ii) $ 1.4 million related to tax benefits from future deductions attributable to payments under the TRA, (iii) $ 3.3 million related to the capital loss carryforwards generated during the sale of Vector, (iv) $ 41.0 million related to net operating loss carryforwards, and (v) $ 642.2 million valuation allowance on these and other items.

Deferred tax liabilities

Other ( 11 ) —

Total deferred tax liabilities ( 11 ) —

Total net deferred tax liabilities

(i) $ 584.3 million related to temporary differences in the book basis as compared to the tax basis of our Company’s investment in Topco LLC, (ii) $ 0.0 million related to tax benefits from future deductions attributable to payments under the TRA, (iii) $ 3.3 million related to the capital loss carryforwards, (iv) $ 93.8 million related to net operating loss carryforwards, (v) $ 10.0 million related to disallowed interest carryforwards, and (vi) $ 693.1 million valuation allowance on these and other items.

The valuation allowance increased by $ 51.0 million and $ 618.4 million during the years ended December 31, 2024 and 2023, respectively.

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Release of any amount of valuation allowance would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net earnings.

Alphazyme was treated as a regarded corporation for U.S.

federal and state income tax purposes at the time of acquisition.

The Company recorded the initial contribution of Alphazyme to Topco LLC through its deferred tax asset related to the investment in Topco LLC, which was offset by a valuation allowance against the deferred tax asset.

The Company also recorded a deferred tax liability for the difference between book basis and tax basis in the net assets of Alphazyme through purchase accounting.

However, for the year ended December 31, 2023, Alphazyme became a disregarded entity for U.S.

federal and state income tax purposes, which became effective immediately following the acquisition and prior to the contribution to Topco LLC.

The change in Alphazyme’s tax status resulted in an income tax benefit of $ 8.8 million from the reversal of the Company’s deferred tax liability related to its ownership of Alphazyme, as well as an income tax expense of $ 17.1 million from the impact of the reversal to the Company’s deferred tax asset for its investment in Topco LLC.

Net operating loss (“NOL”) and tax credit carryforwards as of December 31, 2024 were as follows (in millions):

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11.2 Varies by state

Capital loss carryforward 3.3 2026

Capital loss carryforward, federal

Capital loss carryforward, state

0.4 Varies by state

Disallowed interest carryforward, federal

10.0 Does not expire

Tax credits, federal 0.8 2043

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This determination is based on our estimate of taxable income for the year ended December 31, 2024.

As of December 31, 2023, the current liability under the TRA was $ 7.1 million.

As of December 31, 2024, there was no current liability under the TRA.

As of December 31, 2023, the Company has derecognized the remaining $ 683.8 million non-current liability under the TRA after concluding it was not probable that the Company will be able to realize the remaining tax benefits based on estimates of future taxable income.

There have been no changes to our position as of December 31, 2024.

The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future.

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We made payments of $ 42.6 million to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2023, of which $ 0.4 million was related to interest.

As of December 31, 2023 and 2022, our liabilities under the TRA were $ 7.1 million and $ 718.2 million, respectively.

We made payments of $ 35.3 million to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2022, of which $ 1.1 million was related to interest.

As of December 31, 2024 there were no liabilities under the TRA.

As of December 31, 2023, our liabilities under the TRA were $ 7.1 million.

Tax Distributions to Topco LLC’s Owners

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MLSH 1’s majority owner is GTCR, LLC (“GTCR”).

The Company’s Executive Chairman of the Board, Chief Financial Officer (“CFO”) and General Counsel are executives of MLSH 1 and MLSH 2.

Registration Rights Agreement with MLSH 1 and MLSH 2

In connection with the IPO, Company entered into a registration rights agreement with MLSH 1 and MLSH 2.

MLSH 1 and MLSH 2 are entitled to request that the Company register their shares of capital stock on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” MLSH 1 and MLSH 2 are also entitled to participate in certain of our registered offerings, subject to the restrictions in the registration rights agreement.

During 2021, the Company registered shares of Class A shares held by MLSH 1 which were subsequently sold in an offering as selling shareholders as well as facilitated secondary offering transactions related to the exchanges (see Note 11).

Exchange Agreement with MLSH 1

In connection with the IPO, the Company entered into an exchange agreement with MLSH 1, whereby MLSH 1 may surrender their LLC Units to Topco LLC or, at our election, exchange its LLC Units for shares of our Class A common stock on a one -for-one basis, or, at our election, for cash from a substantially concurrent public offering or private sale.

MLSH 1 is also required to deliver to us an equivalent number of shares of Class B common stock to effectuate an exchange.

MLSH 1 executed two exchanges under this agreement during 2021 (see Note 11).

The Company’s Chief Financial Officer (“CFO”) and General Counsel are executives of MLSH 1 and MLSH 2.

Payable to Related Parties Pursuant to the Tax Receivable Agreement

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During the years ended December 31, 2024, 2023 and 2022, the Company made TRA payments to both MLSH 1 and MLSH 2 (see Note 14).

Cash Contribution, Exchange and Forfeiture Agreement with MLSH 1

In December 2021, the Company entered into a Cash Contribution, Exchange and Forfeiture Agreement with MLSH 1 (see Note 11).

Contribution, Exchange and Forfeiture Agreement with MLSH 1

In connection with the Company’s acquisition of Alphazyme, the Company undertook a series of structuring transactions (see Note 11).

Topco LLC Operating Agreement

2 unchanged sentences

During the years ended December 31, 2024, 2023 and 2022, the Company made distributions of $ 0.5 million, $ 9.6 million and $ 150.2 million for tax liabilities to MLSH 1 under this agreement, respectively.

Contract Development and Manufacturing Agreement with Curia Global

GTCR has significant influence over Curia Global (“Curia”).

During the years ended December 31, 2023 and 2022, the Company paid insignificant amounts to Curia for contract manufacturing and development services.

During the year ended December 31, 2021, the Company paid $ 7.4 million to Curia.

Such amounts were included in research and development expenses on the consolidated statements of operations.

Maravai LifeSciences Foundation

In December 2021, the Company established a new charitable foundation to promote causes tied to Maravai’s mission.

During the year ended December 31, 2021, the Company contributed $ 2.0 million to the Foundation.

The Company does not control the Foundation’s activities, and accordingly, does not consolidate the Foundation.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics.

Segment results are presented in the same manner as we present our operations internally to make operating decisions and assess performance.

The accounting policies for the segments are the

same as those described in Significant Accounting Policies (see Note 1).

The Company’s financial performance is reported in three segments.

The Company’s operating segments are the same as its reportable segments.

Segment results are

presented in the same manner as we present our operations internally to make operating decisions and assess performance.

The accounting policies for the segments are the same as those described in Significant Accounting Policies (see Note 1).

The Company’s financial performance is reported in two segments.

A description of each segment follows:

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This segment also provides services for custom antibody development, assay development, antibody affinity extraction and mass spectrometry that are utilized by our customers in their biologic drug manufacturing spectrum.

• Protein Detection :

focused on manufacturing and selling labeling and visual detection reagents to scientific research customers for their tissue-based protein detection and characterization needs.

The Company completed the divestiture of its Protein Detection business in September 2021 (see Note 2).

The Company has determined that adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”) is the profit or loss measure that the CODM uses to make resource allocation decisions and evaluate segment performance.

Adjusted EBITDA assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the core operations and, therefore, are not included in measuring segment performance.

Adjusted EBITDA assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations and, therefore, are not included in measuring segment performance.

The Company defines Adjusted EBITDA as net (loss) income before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period.

Corporate costs, net of eliminations, are managed on a standalone basis and not allocated to segments.

The following schedule includes revenue and adjusted EBITDA for each of the Company’s reportable operating segments (in thousands):

The following schedules include revenue, expenses, and adjusted EBITDA for each of the Company’s reportable segments for the periods presented (in thousands):

Year Ended December 31, 2024

Nucleic Acid Production Biologics Safety Testing Total

$ 196,345 $ 62,840 $ 259,185

Nucleic Acid Production $ 224,769 $ 813,076 $ 712,520

Biologics Safety Testing 64,179 69,932 68,417

Protein Detection — — 18,959

Total reportable segments’ revenue 288,948 883,008 799,896

Intersegment eliminations ( 3 ) ( 7 ) ( 656 )

Total $ 288,945 $ 883,001 $ 799,240

Segment adjusted EBITDA:

Nucleic Acid Production $ 82,658 $ 638,337 $ 565,254

Biologics Safety Testing 46,908 54,841 54,440

Protein Detection — — 6,391

Total reportable segments’ adjusted EBITDA 129,566 693,178 626,085

Reconciliation of total reportable segments’ adjusted EBITDA to income before income taxes

Cost of revenue (1)

Selling and marketing (1)

General and administrative (1)

Research and development (1)

Other segment items (2)

Adjusted EBITDA

50,813 43,841 $ 94,654

Reconciliation of total reportable segments’ adjusted EBITDA to loss before income taxes

Amortization ( 27,531 )

6 unchanged sentences

Acquisition integration costs ( 5,559 )

Equity-based compensation ( 34,588 ) ( 18,670 ) ( 10,458 )

Gain on sale of business — — 11,249

Stock-based compensation

Merger and acquisition related expenses ( 1,728 )

Financing costs — ( 1,078 ) ( 2,383 )

Loss on extinguishment of debt

Acquisition related tax adjustment ( 2,306 )

Tax Receivable Agreement liability adjustment ( 40 )

Chief Executive Officer transition costs ( 28 ) ( 2,426 ) —

Goodwill impairment

Restructuring costs (3)

Other ( 2,330 )

Loss before income taxes

Income tax benefit

$ ( 259,622 )

Year Ended December 31, 2023

Nucleic Acid Production Biologics Safety Testing Total

Revenue $ 224,769 $ 64,176 $ 288,945

Intersegment revenues — 3 3

224,769 64,179 288,948

Elimination of intersegment revenues

Total consolidated revenues $ 288,945

Cost of revenue (1)

Selling and marketing (1)

General and administrative (1)

Research and development (1)

Other segment items (2)

Adjusted EBITDA 82,658 46,908 $ 129,566

Reconciliation of total reportable segments’ adjusted EBITDA to income before income taxes

Amortization ( 27,356 )

Depreciation ( 12,898 )

Interest expense ( 45,892 )

Interest income 27,727

Corporate costs, net of eliminations ( 64,257 )

Other adjustments:

Acquisition contingent consideration 3,286

Acquisition integration costs ( 12,695 )

Stock-based compensation ( 34,588 )

Merger and acquisition related expenses ( 4,392 )

Acquisition related tax adjustment ( 1,293 )

Tax Receivable Agreement liability adjustment 668,886

Restructuring costs (3)

Other ( 1,791 )

1 unchanged sentence

Income tax expense

Net (loss) income

Net loss $ ( 138,375 )

Year Ended December 31, 2022

Nucleic Acid Production Biologics Safety Testing Total

Revenue $ 813,069 $ 69,932 $ 883,001

Intersegment revenues 7 — 7

813,076 69,932 883,008

Elimination of intersegment revenues

Total consolidated revenues $ 883,001

Cost of revenue (1)

127,179 9,100

(1) Equity-based compensation benefit of $ 0.1 million related to forfeited equity awards in connection with the restructuring is included on the equity-based compensation line item.

Selling and marketing (1)

General and administrative (1)

Research and development (1)

Other segment items (2)

Adjusted EBITDA 638,337 54,841 $ 693,178

Reconciliation of total reportable segments’ adjusted EBITDA to income before income taxes

Amortization ( 24,269 )

Depreciation ( 7,566 )

Interest expense ( 20,414 )

Interest income 2,338

Corporate costs, net of eliminations ( 55,378 )

Other adjustments:

Acquisition contingent consideration 7,800

Acquisition integration costs ( 13,362 )

Stock-based compensation ( 18,670 )

Merger and acquisition related expenses ( 2,416 )

Financing costs ( 1,078 )

Acquisition related tax adjustment ( 349 )

Tax Receivable Agreement liability adjustment ( 4,102 )

Chief Executive Officer transition costs ( 2,426 )

Other ( 1,814 )

Income before income taxes

Income tax expense

___________________

(1) Expenses are adjusted to remove the impact of certain items that management believes do not directly reflect our core operations, and, therefore, are not included in measuring segment performance.

(2) Other segment items for each reportable segment include realized and unrealized loss (gain) on foreign exchange transactions.

(3) For the years ended December 31, 2024 and 2023, stock-based compensation benefit of $ 1.2 million and $ 0.1 million, respectively, related to forfeited stock awards in connection with the restructuring is included on the stock-based compensation line item.

There was no intersegment revenue during the year ended December 31, 2024.

During the years ended December 31, 2023 and 2022, intersegment revenue was immaterial between the Nucleic Acid Production and Biologics Safety Testing segments.

During the year ended December 31, 2021, intersegment revenue was $ 0.7 million between the Nucleic Acid Production and Protein Detection segments.

The intersegment sales and the related gross margin on inventory recorded at the end of the period are eliminated for consolidation purposes.

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The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources.

Quarterly Financial Information (Unaudited)

The Company identified an error during the year-end financial close process with respect to revenue recognition associated with a single shipment that resulted in approximately $ 3.9 million in revenue being recorded in the final week of the second quarter of 2024 upon shipment when it should have been recorded in the first week of the third quarter of 2024 upon receipt by the customer.

As a result, the Company has restated the interim financial statements for the second and third quarters of 2024 associated with the abovementioned shipment.

Relevant restated financial information is included in this Annual Report on Form 10-K in the tables that follow.

As part of the restatement, the Company also recorded other immaterial adjustments to correct the misstatements for the impacted periods.

The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.

The effects of the restatement on the condensed consolidated balance sheet as of June 30, 2024 are summarized in the following table (in thousands, except per share amounts):

June 30, 2024

Current assets:

Cash and cash equivalents $ 573,171 $ — $ 573,171

Accounts receivable, net 38,651 ( 3,909 ) 34,742

Inventory 49,294 49 49,343

Prepaid expenses and other current assets 17,063 — 17,063

Interest rate cap 6,575 — 6,575

Government funding receivable 608 — 608

Total current assets 685,362 ( 3,860 ) 681,502

Property and equipment, net 165,503 — 165,503

Goodwill 326,029 — 326,029

Intangible assets, net 207,249 — 207,249

Other assets 63,465 — 63,465

Total assets $ 1,447,608 $ ( 3,860 ) $ 1,443,748

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable $ 12,536 $ — $ 12,536

Accrued expenses and other current liabilities 40,719 — 40,719

Deferred revenue 2,078 68 2,146

Current portion of payable to related parties pursuant to the Tax Receivable Agreement 7,069 — 7,069

Current portion of long-term debt 5,440 — 5,440

Current portion of finance lease liabilities 710 — 710

Total current liabilities 68,552 68 68,620

Long-term debt, less current portion 517,083 — 517,083

Finance lease liabilities, less current portion 31,527 — 31,527

Other long-term liabilities 54,032 — 54,032

Total liabilities 671,194 68 671,262

Commitments and contingencies

Stockholders’ equity:

Class A common stock, $ 0.01 par value - 500,000 shares authorized;

141,489 shares issued and outstanding as of June 30, 2024

1,415 — 1,415

Class B common stock, $ 0.01 par value - 256,856 shares authorized;

110,684 issued and outstanding as of June 30, 2024

1,107 — 1,107

Additional paid-in capital 168,337 — 168,337

Retained earnings

266,074 ( 2,204 ) 263,870

Total stockholders’ equity attributable to Maravai LifeSciences Holdings, Inc.

436,933 ( 2,204 ) 434,729

Non-controlling interest 339,481 ( 1,724 ) 337,757

Total stockholders’ equity 776,414 ( 3,928 ) 772,486

Total liabilities and stockholders’ equity $ 1,447,608 $ ( 3,860 ) $ 1,443,748

The effects of the restatement on the condensed consolidated statements of operations for the three and six months ended June 30, 2024 are summarized in the following tables (in thousands, except per share amounts):

Three Months Ended June 30, 2024

As Reported Adjustments As Restated

Revenue $ 73,400 $ ( 3,977 ) $ 69,423

Operating expenses:

Cost of revenue 38,271 311 38,582

Selling, general and administrative 40,556 — 40,556

Research and development 5,284 ( 360 ) 4,924

Change in estimated fair value of contingent consideration ( 1,195 ) — ( 1,195 )

Restructuring

( 4 ) — ( 4 )

Total operating expenses 82,912 ( 49 ) 82,863

Loss from operations

( 9,512 ) ( 3,928 ) ( 13,440 )

Other income (expense):

Interest expense ( 11,939 ) — ( 11,939 )

Interest income 7,086 — 7,086

Other expense

( 2,562 ) — ( 2,562 )

Loss before income taxes

( 16,927 ) ( 3,928 ) ( 20,855 )

Income tax benefit

( 2,435 ) — ( 2,435 )

( 14,492 ) ( 3,928 ) ( 18,420 )

Net loss attributable to non-controlling interests

( 6,907 ) ( 1,724 ) ( 8,631 )

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 7,585 ) $ ( 2,204 ) $ ( 9,789 )

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted

$ ( 0.05 ) $ ( 0.02 ) $ ( 0.07 )

Weighted average number of Class A common shares outstanding, basic and diluted

135,842 — 135,842

Six Months Ended June 30, 2024

As Reported Adjustments As Restated

Revenue $ 137,579 $ ( 3,977 ) $ 133,602

Operating expenses:

Cost of revenue 76,606 311 76,917

Selling, general and administrative 81,441 — 81,441

Research and development 10,316 ( 360 ) 9,956

Change in estimated fair value of contingent consideration ( 1,195 ) — ( 1,195 )

Restructuring

( 1,216 ) — ( 1,216 )

Total operating expenses 165,952 ( 49 ) 165,903

Loss from operations

( 28,373 ) ( 3,928 ) ( 32,301 )

Other income (expense):

Interest expense ( 22,803 ) — ( 22,803 )

Interest income 14,296 — 14,296

Other expense ( 2,456 ) — ( 2,456 )

Loss before income taxes

( 39,336 ) ( 3,928 ) ( 43,264 )

Income tax benefit

( 2,164 ) — ( 2,164 )

( 37,172 ) ( 3,928 ) ( 41,100 )

Net loss attributable to non-controlling interests

( 17,509 ) ( 1,724 ) ( 19,233 )

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 19,663 ) $ ( 2,204 ) $ ( 21,867 )

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted

$ ( 0.15 ) $ ( 0.01 ) $ ( 0.16 )

Weighted average number of Class A common shares outstanding, basic and diluted

134,088 — 134,088

The effects of the restatement on certain line items of the condensed consolidated statement of cash flows for the six months ended June 30, 2024 are summarized in the following table (in thousands):

Six Months Ended June 30, 2024

As Reported Adjustments As Restated

Operating activities:

$ ( 37,172 ) $ ( 3,928 ) $ ( 41,100 )

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable 15,862 3,909 19,771

Inventory 1,571 ( 49 ) 1,522

Deferred revenue ( 1,282 ) 68 ( 1,214 )

$ ( 21,021 ) $ — $ ( 21,021 )

There was no impact on net cash provided by operating activities or within any line items within investing and financing activities.

The effects of the restatement on the condensed consolidated balance sheet as of September 30, 2024 are summarized in the following table (in thousands, except per share amounts):

September 30, 2024

As Reported Adjustments As Restated

Current assets:

Cash and cash equivalents $ 578,157 $ — $ 578,157

Accounts receivable, net 28,873 ( 85 ) 28,788

Inventory 50,409 125 50,534

Prepaid expenses and other current assets 21,659 — 21,659

Total current assets 679,098 40 679,138

Property and equipment, net 164,555 — 164,555

Goodwill 171,790 — 171,790

Intangible assets, net 201,858 — 201,858

Other assets 60,914 — 60,914

Total assets $ 1,278,215 $ 40 $ 1,278,255

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable $ 9,494 $ — $ 9,494

Accrued expenses and other current liabilities 38,498 400 38,898

Deferred revenue 1,834 68 1,902

Current portion of payable to related parties pursuant to the Tax Receivable Agreement 7,225 — 7,225

Current portion of long-term debt 5,440 — 5,440

Current portion of finance lease liabilities 750 — 750

Total current liabilities 63,241 468 63,709

Long-term debt, less current portion 516,283 — 516,283

Finance lease liabilities, less current portion 31,327 — 31,327

Other long-term liabilities 54,237 — 54,237

Total liabilities 665,088 468 665,556

Commitments and contingencies

Stockholders’ equity:

Class A common stock, $ 0.01 par value - 500,000 shares authorized;

141,589 shares issued and outstanding as of September 30, 2024

1,416 — 1,416

Class B common stock, $ 0.01 par value - 256,856 shares authorized;

110,684 issued and outstanding as of September 30, 2024

1,107 — 1,107

Additional paid-in capital 175,581 ( 2 ) 175,579

Retained earnings 167,036 ( 240 ) 166,796

Total stockholders’ equity attributable to Maravai LifeSciences Holdings, Inc.

345,140 ( 242 ) 344,898

Non-controlling interest 267,987 ( 186 ) 267,801

Total stockholders’ equity 613,127 ( 428 ) 612,699

Total liabilities and stockholders’ equity $ 1,278,215 $ 40 $ 1,278,255

The effects of the restatement on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 are summarized in the following tables (in thousands, except per share amounts):

Three Months Ended September 30, 2024

As Reported Adjustments As Restated

Revenue $ 65,200 $ 3,825 $ 69,025

Operating expenses:

Cost of revenue 36,826 ( 35 ) 36,791

Selling, general and administrative 39,087 — 39,087

Research and development 4,344 360 4,704

Change in estimated fair value of contingent consideration ( 178 ) — ( 178 )

Goodwill impairment

154,239 — 154,239

Restructuring

( 4 ) — ( 4 )

Total operating expenses 234,314 325 234,639

Loss from operations

( 169,114 ) 3,500 ( 165,614 )

Other income (expense):

Interest expense ( 13,634 ) — ( 13,634 )

Interest income 7,071 — 7,071

Change in payable to related parties pursuant to the Tax Receivable Agreement ( 39 ) — ( 39 )

Other expense

Loss before income taxes

( 175,644 ) 3,500 ( 172,144 )

Income tax benefit

( 175,955 ) 3,500 ( 172,455 )

Net loss attributable to non-controlling interests

( 76,917 ) 1,536 ( 75,381 )

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 99,038 ) $ 1,964 $ ( 97,074 )

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted

$ ( 0.70 ) $ 0.02 $ ( 0.68 )

Weighted average number of Class A common shares outstanding, basic and diluted

141,555 — 141,555

Nine Months Ended September 30, 2024

As Reported Adjustments As Restated

Revenue $ 202,779 $ ( 152 ) $ 202,627

Operating expenses:

Cost of revenue 113,432 276 113,708

Selling, general and administrative 120,528 — 120,528

Research and development 14,660 — 14,660

Change in estimated fair value of contingent consideration ( 1,373 ) — ( 1,373 )

Goodwill impairment

154,239 — 154,239

Restructuring

( 1,220 ) — ( 1,220 )

Total operating expenses 400,266 276 400,542

Loss from operations

( 197,487 ) ( 428 ) ( 197,915 )

Other income (expense):

Interest expense ( 36,437 ) — ( 36,437 )

Interest income 21,367 — 21,367

Change in payable to related parties pursuant to the Tax Receivable Agreement ( 39 ) — ( 39 )

Other expense

( 2,384 ) — ( 2,384 )

Loss before income taxes

( 214,980 ) ( 428 ) ( 215,408 )

Income tax benefit

( 1,853 ) — ( 1,853 )

( 213,127 ) ( 428 ) ( 213,555 )

Net loss attributable to non-controlling interests

( 94,426 ) ( 188 ) ( 94,614 )

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 118,701 ) $ ( 240 ) $ ( 118,941 )

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted

$ ( 0.87 ) $ — $ ( 0.87 )

Weighted average number of Class A common shares outstanding, basic and diluted

136,595 — 136,595

The effects of the restatement on certain line items of the condensed consolidated statement of cash flows for the nine months ended September 30, 2024 are summarized in the following table (in thousands):

Nine Months Ended September 30, 2024

As Reported Adjustments As Restated

Operating activities:

$ ( 213,127 ) $ ( 428 ) $ ( 213,555 )

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable 25,704 85 25,789

Inventory 50 ( 125 ) ( 75 )

Accrued expenses and other current liabilities ( 21,118 ) 400 ( 20,718 )

Deferred revenue ( 1,526 ) 68 ( 1,458 )

$ ( 210,017 ) $ — $ ( 210,017 )

There was no impact on net cash provided by operating activities or within any line items within investing and financing activities.

Subsequent Events

Acquisition of Assets and Intellectual Property from Molecular Assemblies

In January 2025, the Company acquired assets and intellectual property from Molecular Assemblies, expanding TriLink’s ability to enable customers to develop next-generation mRNA and clustered regularly interspaced short palindromic repeats nucleic acid-based therapies.

The total consideration for this acquisition was a purchase price of $ 11.5 million, subject to customary post-closing adjustments.

Acquisition of Officinae Bio

In February 2025, the Company completed the acquisition of the DNA and RNA business of Officinae Bio (“Officinae”), a privately held technology company with a proprietary digital platform designed with artificial intelligence and machine learning capabilities to support the biological design of therapeutics.

The total consideration to acquire Officinae consisted of a base cash provisional purchase price of $ 10.0 million, subject to customary post-closing adjustments, and potential contingent consideration payments of up to $ 35.0 million, with $ 5.0 million of such contingent consideration payable in cash upon the achievement of a certain milestone and up to an additional $ 30.0 million payable in a mix of cash and shares of the Company’s Class A common stock upon the achievement of certain milestones.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data