What changed in this filing

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Item 9A. Controls and Procedures

2025-03-18 compared with 2024-02-29 · 106 added, 69 removed, 146 unchanged (55% of the section changed)

4 unchanged sentences

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such terms are defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

2 unchanged sentences

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was ineffective as of December 31, 2024, because we identified the following material weaknesses:

• Revenue and accounts receivable :

Management did not design and operate effective controls over the Company’s revenue process.

Specifically, we did not design and maintain effective controls over the timing of when the Company has transferred control of goods to its customers at period end, segregation of duties related to customer purchase order information entered into the Company’s IT systems, accounting for customer product revenue, and the authorization and documentation of pricing approvals.

The material weakness is an aggregation of these matters.

• Goodwill impairment :

Management did not operate effective controls over the key inputs and assumptions that were utilized to determine the fair value of reporting units in the Company’s quantitative goodwill impairment assessment as of December 31, 2024.

These material weaknesses, individually or in the aggregate, could result in misstatements of accounts or disclosures in the consolidated financial statements that would not be prevented or detected on a timely basis.

Accordingly, management has concluded that these control deficiencies constitute material weaknesses.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013 Framework).

Based on its assessment, management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective.

Ernst & Young LLP, an independent registered public accounting firm, has issued an auditors’ report on our internal control over financial reporting as of December 31, 2023, which is included elsewhere in this Annual Report on Form 10-K.

Based on its assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was not effective.

Ernst & Young LLP, an independent registered public accounting firm has issued an auditors’ report on our internal control over financial reporting as of December 31, 2024, which is included elsewhere in this Audit Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the three months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the material weaknesses noted above, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation Plan for Material Weakness

With respect to the material weaknesses above, management, under the oversight of the Audit Committee, is in the process of designing appropriate controls as well as implementing measures to ensure appropriate operation of existing controls to address these material weaknesses.

While we have taken steps to implement our remediation plan, the material weaknesses will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

The Company will monitor the effectiveness of its remediation plan and refine its remediation plan as appropriate.

Remediation to address the material weaknesses noted above, includes:

• Revenue and accounts receivable -

– Remediating the design and operation of existing controls related to the revenue process.

– Designing and implementing new controls to sufficiently document evidence of pricing authorization and approvals.

– Reviewing order entry data input into IT systems to ensure accuracy.

– Reviewing shipping terms as a factor in determining the timing of when control of goods is transferred to customers at period end.

– Monitoring work order activity related to custom product manufacturing.

• Goodwill impairment - enhancing the operation of certain management review controls over key inputs and assumptions, including projected financial information, by refining the precision by which the controls operate and retaining sufficient evidence of the review over key inputs and assumptions included in the quantitative goodwill impairment analysis.

Further, we plan to continue to provide relevant training to control owners to ensure they understand the importance of the documentation that supports the effective operation of our control activities, including evidence over the completeness and accuracy of information used in the controls.

When fully implemented and operational, we believe the measures described above will remediate the control deficiencies that have led to these material weaknesses.

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 Internal Control Over Financial Reporting

We have audited Maravai LifeSciences Holdings, Inc.’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) (the COSO criteria).

In our opinion, Maravai LifeSciences Holdings, Inc.

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

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

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Maravai LifeSciences Holdings, Inc.

(the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

Management identified material weaknesses in controls related to revenue and accounts receivable as well as goodwill impairment.

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

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 18, 2025, which expressed an unqualified opinion thereon.

Basis for Opinion

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San Mateo, California

February 29, 2024

March 18, 2025

Other Information

4 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to the Company’s 2024 Proxy Statement (the “2024 Proxy Statement”) to be filed with the SEC within 120 days after December 31, 2023 in connection with the solicitation of proxies for the Company’s 2024 annual meeting of stockholders.

The information required by this Item is incorporated by reference to the Company’s definitive proxy statement (the “2025 Proxy Statement”) to be filed with the SEC no later than 120 days after the end of our fiscal year ended December 31, 2024 in connection with the solicitation of proxies for the Company’s 2025 annual meeting of stockholders.

Insider Trading Policy

The Company has adopted an Insider Trading Policy that restricts transactions in the Company’s securities by its directors, officers, employees and certain other covered persons while such persons are in the possession of material non-public information.

The Insider Trading Policy is designed to promote compliance with foreign, federal and state insider trading laws, SEC rules and regulations and NASDAQ listing standards.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

The information required by this Item is incorporated by reference to the 2024 Proxy Statement, which is expected to be filed no later than 120 days after the end of our fiscal year ended December 31, 2023.

The information required by this Item is incorporated by reference to the 2025 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to the 2025 Proxy Statement.

Certain Relationships and Related Transactions and Director Independence

The information required by this Item is incorporated by reference to the 2025 Proxy Statement.

Principal Accounting Fees and Services

The information required by this Item is incorporated by reference to the 2025 Proxy Statement.

Exhibits and Financial Statement Schedules

34 unchanged sentences

and the other signatories party thereto (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

Second Amended and Restated Limited Liability Agreement of Maravai Topco Holdings, LLC, dated as of November 19, 2020, by and among Maravai LifeSciences Holdings, Inc.

Second Amended and Restated Limited Liability Company Agreement of Maravai Topco Holdings, LLC, dated as of November 19, 2020, by and among Maravai LifeSciences Holdings, Inc.

and the other signatories party thereto (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

5 unchanged sentences

Lease Agreement, dated as of September 23, 2019, between TransDulles Center, Inc., and Glen Research Corporation, as amended (incorporated by reference to Exhibit 10.17 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

Lease Agreement, dated as of July 13, 2018, between 10770 Wateridge Investors LLC, and Trilink Biotechnologies, LLC, as amended (incorporated by reference to Exhibit 10.18 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

Lease Agreement, dated as of July 13, 2018, between 10770 Wateridge Investors LLC, and Tri L ink Biotechnologies, LLC, as amended (incorporated by reference to Exhibit 10.18 to Maravai LifeSciences Holdings, Inc.’s Form S-1 filed on October 29, 2020).

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

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

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

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

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

Lease Agreement, dated August 6, 2021, by and between 10240 Flanders Investors LLC and Tri L ink Biotechnologies, LLC ( i ncorporated by reference to Exh ibit 10.15 to Maravai Li feSciences Holdings, I n c.

’ s Form 10-K filed on February 29, 2 024) .

First Amendment to Lease Agreement, dated October 14, 2021, by and between 10240 Flanders Investors LLC and Tri L ink Biotechnologies, LLC (incorporated by reference to Exhibit 10.1 6 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024) .

Second Amendment to Lease Agreement, dated October 1, 2022, by and between 10240 Flanders Investors LLC and Tri L ink Biotechnologies, LLC (incorporated by reference to Exhibit 10.1 7 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024) .

Lease Agreement, dated as of June 11, 2021, by and between CIGG, LC and Cygnus Technologies, LLC (incorporated by reference to Exhibit 10.1 8 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024) .

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

and the other signatories party thereto (incorporated by reference to Exhibit 10.5 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).

Credit Agreement, dated as of October 19, 2020, among Maravai Intermediate Holdings, LLC, Cygnus Technologies, LLC, Trilink Biotechnologies, LLC, Vector Laboratories, Inc., Maravai Topco Holdings, LLC and Morgan Stanley Senior Funding, Inc.

Credit Agreement, dated as of October 19, 2020, among Maravai Intermediate Holdings, LLC, Cygnus Technologies, LLC, Tri L ink Biotechnologies, LLC, Vector Laboratories, Inc., Maravai Topco Holdings, LLC and Morgan Stanley Senior Funding, Inc.

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

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

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

First Amendment to Credit Agreement , dated as of August 11, 2021, by Maravai Intermediate Holdings, LLC and Morgan Stanley Senior Funding, Inc.

Exhibit Number Description

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

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

Third Amendment to Credit Agreement, dated September 10, 2024, among Maravai Intermediate Holdings, LLC, Cygnus Technologies, LLC, TriLink Biotechnologies, LLC, Maravai Topco Holdings, LLC, Morgan Stanley Senior Funding, Inc.

and the other lenders parties thereto (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on September 12, 2024).

Amended and Restated Employment Agreement of Carl W.

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

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

’ s Form 10-Q filed on May 9, 2023).

Exhibit Number Description

Hull, dated May 8, 2023, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Carl W.

Hull (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 9, 2023).

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

Hull, dated May 8, 2023, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Carl W.

Hull (incorporated by reference to Exhibit 10.24 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024).

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

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

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

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

’ s Form 10-Q filed on May 9, 2023 ).

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

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

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

Amended and Restated Employment Agreement of William “Trey” Martin, III, effective as of May 8, 2023, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and William “Trey” Martin, III (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 9, 2023).

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

(incorporated by reference to Exhibit 10.5 to Maravai LifeSciences Holdings, I nc.’s Form 10-Q filed on May 9, 2023).

S econd Am en de d and Restated Employment Agreement of Andrew Burch, effective as of February 25, 2024, among Maravai LifeSciences Holdings, Inc., TriLink Bio technologies, LLC, and Andrew Burch (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.

’ s Form 10-Q filed on May 9, 202 4).

3 unchanged sentences

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

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

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

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

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (January 2024) (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 9, 2024).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit A greement ( 2024 RSU Award Agreement - Chairman of the Board ) ( incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on December 5 , 2024).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (202 5 RSU Award Agreement - Chairman of the Board ) (incorporated by reference to Exhibit 10.

2 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on December 5, 2024).

Form of Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.33 to Maravai LifeSciences Holdings, Inc.

’ s Form 10-K filed on February 29, 2024) .

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 4 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024) .

Exhibit Number Description

Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.3 5 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024) .

Form of Amendment No.

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

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

F orm of Amendment No.

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

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

1 to Restricted Stock Unit Grant Notice (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on August 8, 2023).

Form of Amendment No.

1 to Stock Option Grant Notice (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on August 8, 2023).

Amendment No.

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

1 to Performance Stock Unit Grant Notice by and between Maravai LifeSciences Holdings, Inc.

and William E.

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

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

Martin, III, dated as of July 6, 2023 (incorporated by reference to Exhibit 10.3 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on August 8, 2023).

Separation Agreement and General Release of Claims by and between TriLink Biotechnologies, LLC, and Andrew Burch, dated as of January 17, 2025.

I nsider Trading Policy .

21.1 List of subsidiaries of Maravai LifeSciences Holdings, Inc.

2 unchanged sentences

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

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

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

Section 1350.

1 unchanged sentence

Section 1350.

C lawback Policy of Maravai LifeSciences Holdings, I nc.

Clawback Policy of Maravai LifeSciences Holdings, Inc.

(incorporated by reference to Exhibit 97.1 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024).

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

1 unchanged sentence

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit Number Description

101.DEF XBRL Extension Definition Linkbase Document.

9 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on to be signed on its behalf by the undersigned, thereunto duly authorized.

Maravai LifeSciences Holdings, Inc.

1 unchanged sentence

Chief Executive Officer

February 29, 2024

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicted.

March 18, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Chief Executive Officer (Principal Executive Officer)

February 29, 2024

Chief Executive Officer and Director (Principal Executive Officer)

March 18, 2025

/s/ William E.

/s/ Kevin Herde

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

/s/ Carl Hull

Executive Chairman of the Board

February 29, 2024

/s/ Anat Ashkenazi

Director February 29, 2024

Anat Ashkenazi

Chief Financial Officer (Principal Financial and Accounting Officer) March 18, 2025

/s/ Robert Andrew Eckert

Chairman of the Board

March 18, 2025

Robert Andrew Eckert

/s/ Sean Cunningham

Director February 29, 2024

Director March 18, 2025

Sean Cunningham

/s/ Benjamin Daverman

Director February 29, 2024

Director March 18, 2025

Benjamin Daverman

/s/ John DeFord

Director February 29, 2024

Director March 18, 2025

John DeFord, Ph.D.

/s/ Susannah Gray

Director February 29, 2024

Director March 18, 2025

Susannah Gray

/s/ Jessica Hopfield

Director February 29, 2024

Director March 18, 2025

Jessica Hopfield, Ph.D.

/s/ Gregory T.

Director February 29, 2024

Director March 18, 2025

/s/ Luke Marker

Director February 29, 2024

Director March 18, 2025

/s/ Constantine Mihas

Director February 29, 2024

Director March 18, 2025

Constantine Mihas

/s/ Murali K.

Director February 29, 2024

Director March 18, 2025

Prahalad, Ph.D.

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

What changed 10-K

Item 9A. Controls and Procedures