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Item 1A. Risk Factors

2026-02-26 compared with 2025-03-18 · 125 added, 109 removed, 992 unchanged (19% of the section changed)

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Risks Related to Our Business and Strategy

• The level of our customers’ spending on and demand for outsourced nucleic acid production and biologics safety testing products and services.

• The level of our customers’ spending on and demand for outsourced TriLink and Cygnus products and services.

• Our operating results are prone to significant fluctuation, which may make our future operating results difficult to predict and could cause our actual operating results to fall below expectations or any guidance we may provide.

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federal government on our and our customers’ current and future business operations.

• Our ability to attract, retain and motivate a highly skilled workforce.

• Unintended consequences from our recent organizational changes and workforce reduction.

• Use of our products by customers in the production of vaccines and therapies, some of which represent relatively new and still-developing modes of treatment, and the impact of unforeseen adverse events, negative clinical outcomes, development of alternative therapies, or increased regulatory scrutiny of these modes of treatment and their financial cost on our customers’ use of our products and services.

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• The potential failure of our products and services to not perform as expected and the reliability of the technology on which our products and services are based.

• Our use of Artificial Intelligence technologies, including Machine Learning resulting in business, compliance, and reputational challenges.

• The risk that our products do not comply with required quality standards.

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• Our ability to efficiently manage our strategic acquisitions and organic growth opportunities.

• Natural disasters, geopolitical instability (including the ongoing military conflicts in Ukraine and the Middle East) and other catastrophic events.

• Natural disasters, geopolitical instability and other catastrophic events.

• Risks related to our acquisitions, including whether we achieve the anticipated benefits of acquisitions of businesses or technologies.

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• Risks and uncertainty related to the restatement of our previously issued quarterly financial statements.

• Our ability to remediate the material weaknesses in our internal control over financial reporting in a timely manner.

• Our ability to design and maintain effective internal control over financial reporting in the future.

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Risks Related to Our Business and Strategy

We are dependent on the level of our customers’ spending on and demand for outsourced nucleic acid production and biologics safety testing products and services.

A reduction in spending or change in spending priorities of our customers could significantly reduce demand for our products and services and could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We are dependent on the level of our customers’ spending on and demand for outsourced nucleic acid and biologics safety testing products and services.

A reduction in spending or change in spending priorities of our customers could significantly reduce demand for our TriLink and Cygnus products and services and could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

The success of our business depends primarily on the number and size of contracts with our customers, primarily pharmaceutical and biotechnology companies, for our products and services.

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Past declines and uncertainties in the capital markets, including as a result of ongoing macroeconomic challenges during 2023 and into 2024, including elevated interest rates and volatile credit markets, limited access to capital and negatively affected companies’ ability to fund research and development efforts due to a considerable contraction in the level of investment in venture- and private equity-backed startup companies and funding for companies at all stages, particularly early- and late-stage companies.

Notwithstanding ongoing liquidity challenges, global venture capital investment increased slightly in 2024, however, investments in information technology and artificial intelligence (“AI”) companies overshadowed other sector categories, with over twice the level of investment relative to the health and life sciences sector.

Lower levels of venture capital investment in the health and life sciences sector, together with hesitancy about a broader economic recovery, including as a result of geopolitical instability and actual and potential shifts in U.S.

Global venture capital investments in healthcare and biotech companies in 2025 increased slightly from 2024 amounts, however, investments in artificial intelligence (“AI”) companies still overshadowed other sector categories, with roughly three times the number of dollars invested in companies in AI-related fields relative to the healthcare and biotech sector.

And while the total number of dollars invested in healthcare and biotech companies increased in 2025, the share of U.S.

startup investment dollars going to biotech companies has hit the lowest level in roughly 20 years, with funding for early-stage biotech companies being particularly slow.

This means that even if market interest in funding biotech companies rebounds, there will be a limited pipeline of companies ready to scale.

Lower levels of venture capital investment in the healthcare and biotech sector, relative to other sectors, together with caution about the stability of the broader macroeconomic environment, including as a result of of geopolitical instability and actual and potential shifts in U.S.

and foreign trade, economic and other policies, has led certain of our customers to implement more stringent budgetary policies designed to conserve capital, which in turn, caused a reduction in research and development spending and a decline in further purchases of our products and services.

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We estimate that revenue from high-volume sales of CleanCap ® for commercial phase vaccine programs represented approximately 0.0%, 25.4% and 21.0% of our total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.

The amount, timing and durability of future high-volume CleanCap® orders have become increasingly difficult to forecast because historical customers for such orders have been unable or unwilling to provide visibility into their anticipated future needs and plans to purchase CleanCap®.

The amount, timing and durability of future high-volume CleanCap ® orders have become increasingly difficult to forecast because historical customers for such orders have been unable or unwilling to provide visibility into their anticipated long-term future needs and plans to purchase CleanCap ® .

As a result, our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our revenues and future operating results, and if high-volume orders for CleanCap ® do not materialize in the future at similar or greater levels than they have in the past, our revenues and cash flows will significantly decrease which, in turn, could have a material adverse impact on our future operating results and financial condition.

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For the years ended December 31, 2025, 2024 and 2023, we estimate that revenue from high-volume sales of CleanCap ® for commercial phase vaccine programs and related services represented approximately 0.0%, 25.4% and 21.0%, respectively, of our total revenues.

We expect to experience further declines in high-volume sales of CleanCap® for the aforementioned reasons, as well as a result of unused inventory of our products that our customers have on hand, which are not indication-specific.

We are currently unable to fully estimate the impact of this unused inventory on our future revenues, nor are we able to predict when or if our customers will resume purchasing CleanCap® analogs for commercial phase vaccine production, if at all.

Our longer-term revenue prospects for high-volume CleanCap® orders are highly uncertain but are expected to remain substantially lower than pandemic highs.

We expect to experience unpredictable fluctuations in demand for high-volume sales of CleanCap ® for the aforementioned reasons, as well as a result of any unused inventory of our products that our customers have on hand, which are not indication-specific.

We are currently unable to fully estimate the impact of any unused inventory on our future revenues, nor are we able to accurately predict the timing or magnitude of customers’ future purchases of our CleanCap ® analogs for commercial phase vaccine production.

Our longer-term revenue prospects for high-volume CleanCap ® orders are highly uncertain but are expected to be substantially lower than pandemic highs.

Additionally, the ongoing manufacture and supply of COVID-19 vaccines (including bivalent booster doses) by our customers is uncertain and subject to various political, social, economic, and regulatory factors that are outside of our control, including the emergence, duration and intensity of new virus variants;

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economy and global economy.

As the supply and manufacture of COVID-19 vaccines by our customers slows, or becomes no longer necessary, including if COVID-19 vaccines by our customers’ competitors are determined or perceived to be more effective, we expect that demand for high-volume sales of CleanCap® will continue to significantly decrease, which would have a material adverse effect on our revenue, results of operations and financial condition.

As the supply and manufacture of COVID-19 vaccines by our customers slows, or becomes no longer necessary, including if COVID-19 vaccines by our customers’ competitors are determined or perceived to be more effective, we expect that demand for high-volume sales of CleanCap ® will remain low, which could continue to adversely affect our revenue, results of operations and financial condition.

Shifts in the trade, economic and other policies and priorities of the U.S.

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Research and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, institutional and governmental budgetary policies, mergers of pharmaceutical and biotechnology companies, spending priorities, and general economic conditions.

Our biologics safety testing customers are biopharmaceutical companies, contract research organizations (“CROs”), contract development and manufacturing organizations (“CDMOs”) and life science companies, which largely serve the biopharmaceutical industry.

Our nucleic acid production customers are largely vaccine and therapeutic drug makers or diagnostics manufacturers, which rely in part on government healthcare-related policies and funding.

As a result, changes in government funding for certain research, decreases in or the imposition of limits on government spending more generally (including if the Office of Management and Budget reenacts its call for a freeze on payments for federal grants), skepticism of or hostility to mRNA as a modality, or reductions in overall healthcare spending could negatively impact us or our customers and, correspondingly, our sales to them, which would negatively affect our business, operations and financial condition.

Our Cygnus customers are biopharmaceutical companies, contract research organizations (“CROs”), contract development and manufacturing organizations (“CDMOs”) and life science companies, which largely serve the biopharmaceutical industry.

Our TriLink customers are largely vaccine and therapeutic drug makers or diagnostics manufacturers, which rely in part on government healthcare-related policies and funding.

As a result, changes in government funding for certain research, decreases in or the imposition of limits on government spending more generally, skepticism of or hostility to mRNA as a modality, or reductions in overall healthcare spending could negatively impact us or our customers and, correspondingly, our sales to them, which would negatively affect our business, operations and financial condition.

Additionally, demand for our products and services could be adversely impacted if changes in U.S.

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decline in demand for our products and services and adversely affect our performance and result in declines in our revenue and earnings.

Our ability to develop and market our products and services and our overall performance depends on our ability to attract, retain and motivate a highly skilled workforce.

Our future success depends largely upon the continued service of our management and scientific staff and our ability to attract, retain and motivate highly skilled technical, scientific, management and marketing personnel, who deliver high-quality and timely services to our customers and keep pace with cutting-edge technologies and developments in biologics.

We face significant competition in the hiring and retention of such personnel from other companies, other providers of outsourced biologics services, research and academic institutions, government and other organizations who have superior funding and resources and who may use these resources to pursue personnel more aggressively than we are.

Additionally, certain highly skilled personnel that we seek to employ may be subject to non-competition or other restrictive covenants restricting their ability to work for us or within certain aspects of our business for a period of time.

Although some jurisdictions (including the State of California) prohibit non-competition agreements as a matter of law, and the U.S.

Federal Trade Commission has issued a notice of proposed rulemaking that would prohibit employers in the U.S.

from using non-compete agreements, if we hire certain employees from competitors or other companies, those former employers may attempt to assert that these employees and/or we have breached certain legal obligations, resulting in a diversion of our time and resources.

We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications.

In recent years, recruiting, hiring and retaining employees with expertise in our industry and in the geographies where we operate has become increasingly difficult as the demand for skilled professionals has increased.

The loss of key personnel or our inability to hire and retain skilled personnel could materially adversely affect the development of our products and services and our business, financial condition, results of operations, cash flows and prospects.

We may not realize the expected operational or financial benefits from our recent organizational changes, including changes to our executive management team and the workforce reductions, and other cost reduction initiatives, which could also have unintended consequences and adversely impact our financial position, results of operations and cash flows.

In June 2025, we appointed a new Chief Executive Officer and a new Chief Financial Officer.

Additionally, in August 2025, we announced the 2025 Corporate Realignment Plan, that included the termination of approximately 25% of the Company’s workforce, a planned reduction of the Company’s facilities footprint, and other actions designed to significantly reduce operating costs and focus our resources on projects that we believe will deliver sustainable long-term growth, including improving our e-commerce presence.

Our recent executive leadership changes, as well as the organizational restructuring and cost-reduction initiatives, including the targeted annual cost savings and the anticipated timeline to realize these benefits, are subject to many risks and uncertainties.

The restructuring costs, including severance costs, associated with the workforce reduction may be greater than anticipated, and implementation of the remaining contemplated cost reduction actions may take longer than we anticipated, including as a result of factors beyond our control, which may cause us to not fully achieve the expected operational and financial benefits.

Further, implementation of the organizational changes, including the workforce reduction, could have unintended consequences to us, including adversely impacting our revenues as a result fewer employees being available to respond to business needs, employee attrition beyond the planned workforce reduction and lower employee morale and motivation among those of our employees who were not impacted by the workforce reduction.

This, in turn, could make it more difficult to achieve our operating plans and adversely impact on our financial position, results of operations and cash flows.

Executive management transitions, particularly at the principal executive officer and principal financial officer levels, inherently cause some loss of institutional knowledge.

Executive-level transitions often lead to changes in strategic or operating goals, which can create uncertainty, and in turn, higher levels of attrition and senior-level departures, business disruption, and may negatively impact our business, financial position and results of operations.

As we continue to identify areas for potential cost savings, or to the extent that we are unable to successfully implement our current cost savings initiatives in a timely manner or achieve our anticipated cost savings, we may consider implementing further cost savings initiatives to improve our profitability and generate higher levels of free cash flow.

We also cannot guarantee that we will not have to undertake additional workforce reductions in the future.

Furthermore, these measures could be disruptive to our operations, including as a result of inefficiencies related to task unfamiliarity, heavier workloads, loss of knowledge and vacant positions, particularly if we are unable to effectively implement and manage the transition of impacted employees’ duties and responsibilities.

Any such inefficiencies could adversely impact our results of operations and cash flows

Certain of our products are used by customers in the production of vaccines and therapies, some of which represent relatively new and still-developing modes of treatment.

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The market for pharmaceutical, reagent, therapeutic and diagnostic products and services is intensely competitive, rapidly evolving, significantly affected by new product introductions and other market activities by industry participants and subject to rapid technological change.

We also expect increased competition as additional companies enter our market and as more advanced technologies become available.

We also expect increased competition as additional companies enter our market and as more

advanced technologies become available.

We compete with other providers of outsourced biologics products and services.

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Although we have taken steps to improve our quality review, product documentation and reference testing procedures, we cannot guarantee that we will not experience quality assurance issues with our products in the future.

Any such failure could, among other things, lead to increased costs, delayed or lost revenue, delayed market acceptance, damaged reputation, diversion of development resources, legal claims, reimbursement to customers for lost drug product, starting materials and active pharmaceutical ingredients, other customer claims, damage to and possibly termination of existing customer relationships, increased insurance costs, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other batches or products, any of which could harm our business, financial condition, results of operations, cash flows and prospects.

Any such failure could, among other things, lead to increased costs, delayed or lost revenue, delayed market acceptance, damaged reputation, diversion of development resources,

legal claims, reimbursement to customers for lost drug product, starting materials and active pharmaceutical ingredients, other customer claims, damage to and possibly termination of existing customer relationships, increased insurance costs, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other batches or products, any of which could harm our business, financial condition, results of operations, cash flows and prospects.

Such defects or errors could also narrow the scope of the use of our products, which could hinder our success in the market.

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A failure in any one of these areas could make it difficult for us to meet market expectations for our products and services and could damage our reputation and our business, financial condition, results of operations, cash flows and prospects could be adversely affected.

Our use of Artificial Intelligence technologies, including Machine Learning, and the integration of AI technologies within our custom products offerings and marketing campaigns, may not be successful and may present business, compliance, and reputational challenges, which could lead to operational or reputational damage, competitive harm, legal and regulatory risk, and additional costs, any of which could adversely affect our business, results of operations, and financial condition.

We have utilized and incorporated, and expect to continue to utilize and incorporate, Artificial Intelligence (“AI”) and Machine Learning into our TriLink custom products workflow to help customers optimize RNA sequence design and mRNA manufacturing for custom products.

Officinae Bio’s AI-powered design pipeline, Mercurius, integrates public and proprietary data (both our own and the customer’s) to inform both sequence design and process parameters custom products, computing the conditional probabilities of different sequence designs to meet a customer’s specific expression, safety, and targeting goals.

There are significant risks associated with the adoption, development, maintenance, and deployment of AI and Machine Learning in our product design platform, and there can be no assurance that the use of our current or any future offerings utilizing AI or Machine Learning will materially enhance our products or services or be beneficial to our business, including via efficiency gains or increased revenues or profitability.

In particular, AI, including Machine Learning, technologies we develop and use may be designed or implemented incorrectly;

may be trained or reliant on inadequate, inaccurate, incomplete, biased, or otherwise poor quality data or on data to which we or third parties do not have the right to use for such purposes;

and/or may be adversely impacted by technical challenges, unforeseen defects, cybersecurity threats, third-party litigation or regulatory action, or material performance issues.

Any of the above could adversely impact our custom products offerings and business, as well as our reputation, and we could be subject to civil claims or incur liability and costs resulting from the actual or perceived violation of laws or contracts to which we are a party.

In addition to our proprietary technologies, we use, or may use, AI, including Generative AI, technologies licensed from third parties.

Specifically, we use third-party Generative AI to perform targeted marketing campaigns, including the dissemination of AI-generated marketing videos.

We do not have full control or visibility over the quality, security, performance, or compliance of the work product produced by third-party AI.

There is also a risk that the underlying algorithms used by our vendors may be flawed, or trained on incomplete or biased datasets, leading to inaccuracies, inefficiencies, or other negative consequences.

AI technologies also carry the risk of generating content that is factually incorrect, offensive, or infringing on third-party intellectual property rights.

These factors may expose us to brand or reputational harm, competitive harm, consumer complaints, legal liability, and other adverse consequences.

Additionally, the regulatory environment surrounding AI is still in development, and new laws or regulations could be adopted in the United States, the European Union, or in other non-U.S.

jurisdictions that require substantial adjustments to our current use of AI in our business.

It is also possible that existing laws and regulations, including data privacy, consumer protection, competition laws, may be interpreted in ways that would limit our ability to use AI technologies for our business, or require us

to change the way we use AI technologies in a manner that negatively affects the performance of our offerings, services, and business and requires us to expend resources and adjust our offerings or services in certain jurisdictions.

These changes could impose unexpected costs or operational disruptions, and the full scope and impact of such regulatory developments remain uncertain.

Any of the aforementioned risks, whether related to internal AI development, third-party dependencies, or regulatory changes, could have a material adverse effect on our business, results of operations, and financial condition.

Our products are highly complex and are subject to quality control requirements.

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Natural disasters, geopolitical unrest, war, terrorism, public health issues or other catastrophic events could disrupt the supply, delivery or demand of products and services, as well as our sites, which could negatively affect our operations and performance.

We are subject to the risk of disruption by earthquakes, hurricanes, floods and other natural disasters, fire, power shortages, geopolitical unrest, war (including any escalation of the ongoing military conflicts in Ukraine or the Middle East), terrorist attacks and other hostile acts, public health issues, epidemics or pandemics and other events beyond our control and the control of the third parties on which we depend.

We are subject to the risk of disruption by earthquakes, hurricanes, floods and other natural disasters, fire, power shortages, geopolitical unrest, war (including any escalation of the ongoing military conflicts in Venezuela, Ukraine or the Middle East), terrorist attacks and other hostile acts, public health issues, epidemics or pandemics and other events beyond our control and the control of the third parties on which we depend.

Any of these catastrophic events, whether in the United States or abroad, may have a significant negative impact on the global economy, our employees, facilities, partners, suppliers, distributors or customers, and could decrease demand for our products and services, create delays and inefficiencies in our supply chain and make it difficult or impossible for us to deliver products and services to our customers.

We rely upon our internal manufacturing, packaging and distribution operations to produce many of the products we sell and our warehouse facilities to store products pending sale.

Any significant disruption of those operations for any reason, such as labor disputes or social unrest, power interruptions, fire, hurricanes, a public health crisis (such as a pandemic), earthquakes or other events beyond our control, could adversely affect our sales and customer relationships and therefore adversely affect our

business and results of operations.

We have significant operations in California, near major earthquake faults, which make us susceptible to earthquake risk.

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In order to complete such strategic transactions, we may need to seek additional financing to fund these investments and acquisitions.

Should we need to do so, we may not be able to secure such financing, or obtain such financing on favorable terms, for reasons including rising interest rates and continued volatility and uncertainty in the U.S.

Should we need to do so, we may not be able to secure such financing, or obtain such financing on favorable terms, for reasons including the impact of geopolitical or macroeconomic factors on the relative strength of the U.S.

and global capital and credit markets.

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As a result, there can be no assurance that these new products and services, even if successfully developed and introduced, will be accepted by customers.

If customers do not adopt our new products, services

and technologies, our results of operations may suffer and, as a result, the market price of our Class A common stock may decline.

If customers do not adopt our new products, services and technologies, our results of operations may suffer and, as a result, the market price of our Class A common stock may decline.

It may be difficult for us to implement our strategies for revenue growth in light of competitive challenges.

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In addition, consolidation trends in the pharmaceutical, biotechnology and diagnostics industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressure on us.

Moreover, customers may believe that larger companies are better able to compete as sole source vendors, and therefore prefer to purchase from such businesses.

Moreover, customers may believe that larger companies are

better able to compete as sole source vendors, and therefore prefer to purchase from such businesses.

Failure to anticipate and respond to competitors’ actions may impact our future revenue and profitability.

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Any product liability claim brought against us, with or without merit, could increase our insurance rates or prevent us from securing insurance coverage in the future.

We may be unable to efficiently manage growth opportunities as a larger and more geographically diverse organization.

Our strategic acquisitions, the continued expansion of our commercial sales operations and our organic growth opportunities have increased the scope and complexity of our business.

As a result, we will face challenges inherent in efficiently managing a more complex business with an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs.

Our inability to manage successfully a geographically more diverse and substantially larger organization could materially adversely affect our operating results.

We may be unable to efficiently manage growth opportunities as a more geographically diverse organization.

Our strategic acquisitions and our organic growth opportunities have increased the scope and complexity of our business.

As a result, we will face challenges inherent in efficiently managing a more complex business with our employee base spread over a larger geographic distance, including the need to implement appropriate systems, policies, benefits and compliance programs.

Our inability to manage successfully a geographically more diverse organization could materially adversely affect our operating results.

Opportunistic acquisitions may pose risks and challenges that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies.

We have made in the past, and may make in the future, selected opportunistic acquisitions of complementary businesses, products, services or technologies.

In January 2023, we completed the acquisition of Alphazyme, LLC, an original equipment manufacturer provider of custom molecular biology enzymes, servicing customers in the genetic analysis and nucleic acid synthesis markets to complement our nucleic acid production business, in January 2025, we acquired the intellectual property and related assets of Molecular Assemblies, Inc., developers of enzymatic DNA synthesis technology to complement our nucleic acid production business, and in February 2025, we completed the acquisition of Officinae Bio, S.R.L., a technology company with a proprietary digital platform designed with AI and machine learning capabilities to support the biological design of therapeutics to complement our nucleic acid production business.

In January 2025, we acquired the intellectual property and related assets of Molecular Assemblies, Inc., developers of enzymatic DNA synthesis technology to complement our TriLink business, and in February 2025, we completed the acquisition of Officinae Bio, S.R.L., a technology company with a proprietary digital platform designed with AI and machine learning capabilities to support the biological design of therapeutics to complement our TriLink business.

However, we may be unable to continue to identify or complete promising acquisitions for many reasons, including competition among buyers, the high valuations of businesses in our industry, the need for regulatory and other approvals and the availability of capital, particularly during a period of disruption and volatility within the global capital and credit markets.

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Factors that could lead to impairment of goodwill, amortizable intangible assets and other assets acquired via acquisitions include significant adverse changes in the business climate and actual or projected operating results (affecting our company as a whole or affecting any particular segment) and declines in the financial condition of our business.

For example, in connection with preparing our financial statements for the quarter ended September 30, 2024 and December 31, 2024, we identified certain indicators of

impairment and recorded a goodwill impairment of $154.2 million related to the TriLink reporting unit and of $11.9 million related to the Alphazyme reporting unit, respectively, both within our nucleic acid production segment.

For example, in connection with preparing our financial statements for the quarters ended March 31, 2025 and June 30, 2025, and the year ended December 31, 2025, we identified certain indicators of impairment and recorded a goodwill impairment of $12.4 million related to the TriLink BioTechnologies reporting unit, $30.4 million related to the Alphazyme reporting unit, and intangible asset impairment of $27.8 million primarily related to the Alphazyme asset group, all within our TriLink segment.

We continue to foresee challenges in the market and economy that could adversely impact our operations and to the extent that forward-looking sales and operating assumptions are not achieved and are subsequently reduced, additional impairment charges may result.

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Any such charge would adversely impact our consolidated financial results, and may cause a decline in our stock price.

Changes in accounting principles and guidance could result in unfavorable accounting charges or effects.

We prepare our consolidated financial statements in accordance with GAAP.

These principles are subject to interpretation by the SEC and various bodies formed to create and interpret appropriate accounting principles and guidance.

A change in these principles or guidance, or in their interpretations, may have a material effect on our reported results, as well as our processes and related controls, and may retroactively affect previously reported results.

Our revenue recognition and other factors may impact our financial results in any given period and make them difficult to predict.

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If we cannot maintain our current relationships with customers, fail to sustain recurring sources of revenue with our existing customers, or if we fail to enter into new relationships, our future operating results will be adversely affected.

Revenue from our largest customers were 20.8%, 19.3% and 61.2% of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively.

While we had no single customer that accounted for more than 10% of our total revenue for the year ended December 31, 2025, revenue from our largest customers were 20.8% and 19.3% of total revenue for the years ended December 31, 2024 and 2023, respectively.

The revenue attributable to our top customers has fluctuated in the past and may fluctuate in the future, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

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We rely on distribution arrangements to market and sell our products and services, including in certain international markets, and our failure to maintain and successfully manage these arrangements or to renew or identify and implement additional arrangements on favorable terms, if at all, may impair our ability to effectively distribute and market our products and adversely impact our revenues and future results of operations.

We rely on certain distributors in order to market and sell our products and services in in certain international markets, particularly our biologics safety testing products and services in China.

Our distributor in China accounted for 4.6% of our total revenues in the year ended December 31, 2024.

If we are unable to maintain this distributor or enter into a similar arrangement with another distributor, or our current or future distributors do not perform adequately, our revenues and results of operations would likely be adversely impacted, at least temporarily.

We rely on certain distributors in order to market and sell our products and services in certain international markets.

If we are unable to maintain these distributors or enter into similar arrangements with other distributors, or our current or future distributors do not perform adequately, our revenues and results of operations would likely be adversely impacted, at least temporarily.

Additionally, changes in the inventory levels of our products owned and held by our distributors can result in significant variability in our revenues.

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We rely on a limited number of suppliers or, in some cases, sole suppliers, for some of our raw materials and may not be able to find replacements or immediately transition to alternative suppliers.

Certain of our raw materials are sourced from a limited number of suppliers and some materials, including a proprietary DNA reagent, certain packaging materials, specific cell lines for Cygnus Technologies’ operations and certain raw materials used in our nucleic acid production products, as well as those raw materials sold under the Glen Research brand, are sole sourced.

Certain of our raw materials are sourced from a limited number of suppliers and some materials, including a proprietary DNA reagent, certain packaging materials, specific cell lines for Cygnus operations and certain raw materials used in our TriLink products, as well as those raw materials sold under the Glen Research brand, are sole sourced.

Delays or difficulties in securing these raw materials or other laboratory materials could result in an interruption in our production operations if we cannot obtain an acceptable substitute.

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Our operations depend upon our ability to obtain raw materials at reasonable prices.

Cost and wage inflation, supply disruptions and logistics capacity constraints have increased in the past, or may increase in the future, our costs to manufacture and distribute our products and services.

Cost and wage inflation, supply disruptions and logistics capacity constraints have increased in the past, or may increase in the future, our costs to manufacture and

distribute our products and services.

If we are unable to obtain the materials we need at a reasonable price due to inflationary pressures or other factors, we may not be able to produce certain of our products at marketable prices or at all, which could have a material adverse effect on our results of operations.

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Our products could become subject to more onerous regulation by the FDA or other regulatory agencies in the future, which could increase our costs and delay or prevent commercialization of our products, thereby materially and adversely affecting our business, financial condition, results of operations, cash flows and prospects.

We make certain of our products available to customers as research-use-only (“RUO”) products.

We make certain of our products available to customers as RUO products.

RUO products are regulated by the FDA as medical devices, and include in vitro diagnostic products in the laboratory research phase of development that are being shipped or delivered for an investigation that is not subject to the FDA’s investigational device exemption requirements.

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We believe these raw material products, including our GMP-grade raw material products, are exempt from compliance with the FDCA and the cGMP regulations of the FDA, as our products are further processed by our customers and we do not make claims related to their safety or effectiveness.

We provide API products to customers for use in preclinical studies through and including clinical trials.

We provide API products to customers for use in preclinical

studies through and including clinical trials.

Our API products are manufactured following the principles detailed in the International Council for Harmonisation (ICH) Q7, Good Manufacturing Practice Guide for Active Pharmaceutical Ingredients (Section 19, APIs For Use in Clinical Trials) in order to comply with the applicable requirements of the FDCA, and the comparable GMP principles for Europe;

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Failure to comply with any of these laws and regulations could result in enforcement action against us, including fines, imprisonment of company officials and public censure, claims for damages by affected individuals, damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Additionally, if we

are unable to properly protect the privacy and security of personal information, we could be found to have breached our contracts.

Additionally, if we are unable to properly protect the privacy and security of personal information, we could be found to have breached our contracts.

Many states in which we operate have laws that protect the privacy and security of personal information.

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and international healthcare industry is subject to changing political, economic and regulatory influences that could significantly affect the drug development process, research and development costs and the pricing and reimbursement for pharmaceutical products, and also may increase the likelihood of legislative or regulatory changes that could impact us or our business operations.

Any significant change in

regulations could have an adverse effect on both our customers’ business and our business, which could result in reduced demand for our products and services or increases in our expenses.

Any significant change in regulations could have an adverse effect on both our customers’ business and our business, which could result in reduced demand for our products and services or increases in our expenses.

For example, we provide products and services used for basic research, raw materials used by biopharmaceutical customers for further processing, and active pharmaceutical ingredients used for preclinical studies and clinical trials.

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More recently, certain ESG policies, initiatives and activities have become politicized, with ideologically opposing perspectives, such that companies may find themselves unable to satisfactorily consider or address one stakeholder’s concerns without creating concerns among another set of stakeholders with an opposing viewpoint.

If we are unable to meet our ESG initiatives or evolving investor, industry, or customer expectations and standards, we are perceived to have not responded adequately on any number of ESG matters, or we draw scrutiny from certain people or groups with an opposing viewpoint, we risk damage to our brand and reputation, adverse impacts to our ability to secure government contracts, decreased desirability of our common stock to investors, or limited access to capital markets and other sources of financing..

There is no guarantee that any ESG or sustainability goals set forth in our ESG initiatives will be achieved on the desired timeframe or at all, and the achievement of any such goals may require the incurrence of additional costs or the implementation of operational changes, any of which could adversely affect the Company’s results of operations.

If we are unable to meet evolving investor, industry, or customer expectations and standards with respect to their ESG-related expectations and requirements, we are perceived to have not responded adequately on any number of ESG matters, or we draw scrutiny from certain people or groups with an opposing

viewpoint, we risk damage to our brand and reputation, adverse impacts to our ability to secure customer contracts, decreased desirability of our common stock to certain investors, or limited access to capital markets and other sources of financing.

There is no guarantee that any sustainability goals set forth in our sustainability initiatives will be achieved on the desired timeframe or at all, and the achievement of any such goals may require the incurrence of additional costs or the implementation of operational changes, any of which could adversely affect the Company’s results of operations.

Additionally, changes in legal and regulatory requirements related to ESG have been issued in the State of California and the E.U., its Member States and other countries, particularly with respect to climate change, emission reduction and environmental stewardship, amongst other regulatory efforts.

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We may be unaware of prior art that could be used to invalidate or narrow the scope of an issued patent or prevent our pending patent applications from issuing as patents.

This may be (1) because patent

applications in the United States, Europe and many other non-U.S.

This may be (1) because patent applications in the United States, Europe and many other non-U.S.

jurisdictions are typically not published until 18 months after filing, or in some cases not at all, (2) because publications of discoveries in scientific literature lag behind actual discoveries, and (3) because we cannot be certain that we or our licensors were the first to make the inventions claimed in any of our owned or any in-licensed issued patents or pending patent applications, or that we or our licensors were the first to file for protection of the inventions set forth in our patents or patent applications.

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Additionally, the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States, and many companies have encountered significant problems in protecting and defending such rights in foreign jurisdictions.

The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property rights, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement, misappropriation, or other violation of our patents or other intellectual property, including the unauthorized reproduction of our manufacturing or other know-how or the marketing of competing products in violation of our intellectual property rights generally.

unauthorized reproduction of our manufacturing or other know-how or the marketing of competing products in violation of our intellectual property rights generally.

Any of these outcomes could impair our ability to prevent competition from third parties, which may have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

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In addition, we may need the cooperation of any such co-owners of such patent rights in order to enforce such patent rights against third parties, and such cooperation may not be provided to us.

foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

Moreover, the research resulting in certain of our patents and technology was funded in part by the U.S.

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Given the amount of time required for the development, testing, regulatory review and approval of new products, our patents protecting such candidates might expire before or shortly after such candidates are commercialized.

If we encounter delays in obtaining regulatory approvals, the period of time during which we could market a product under patent protection could be further reduced.

If we encounter delays in obtaining regulatory approvals, the period of time during which we could market a

product under patent protection could be further reduced.

Even if patents covering our future products are obtained, once such patents expire, we may be vulnerable to competition from similar products.

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In addition, outside parties have previously attempted and may in the future attempt to penetrate our systems or those of our vendors or fraudulently induce our personnel or the personnel of our vendors to disclose sensitive information in order to gain access to our data and/or systems or make unauthorized payments to third parties.

Like other companies, we have on occasion experienced, and will continue to

experience, data security incidents involving access to company data, unauthorized payments and threats to our data and systems, including malicious codes and viruses, phishing, business email compromise attacks, or other cyber-attacks.

Like other companies, we have on occasion experienced, and will continue to experience, data security incidents involving access to company data, unauthorized payments and threats to our data and systems, including malicious codes and viruses, phishing, business email compromise attacks, or other cyber-attacks.

The number and complexity of these threats continue to increase over time.

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These agreements require that all confidential information developed by the individual or entity or made known to the individual or entity by us during the course of the individual’s or entity’s relationship with us be kept confidential and not disclosed to third parties.

Our agreements with employees as well as our personnel policies also generally provide that any inventions conceived by the individual in the course of rendering services to us shall be our exclusive property or that we may obtain full rights to such inventions at our election.

or that we may obtain full rights to such inventions at our election.

However, trade secrets are difficult to protect.

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In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us, especially as we gain greater visibility and market exposure as a public company.

In addition, patent

holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us, especially as we gain greater visibility and market exposure as a public company.

An adverse outcome in a litigation or proceeding involving our patents could limit our ability to assert our patents against competitors, affect our ability to receive royalties or other licensing consideration from our licensees, and may curtail or preclude our ability to exclude third parties from making, using and selling similar or competitive products.

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Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect.

In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these

In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents.

These third parties could bring claims against us or our collaborators that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages.

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In particular, any of our competitors that control intellectual property that we are found to infringe may be unwilling to provide us a license under any terms.

Even if we or our collaborators were able to obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property.

Even if we or our collaborators were able to

obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property.

Ultimately, we could be prevented from commercializing a product, or be forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringement claims, we or our collaborators are unable to enter into licenses on acceptable terms.

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These companies may have a competitive advantage over us due to their size, cash resources and greater capabilities with respect to clinical development and commercialization.

Furthermore, companies that perceive us as a

competitor may be unwilling to assign or license rights to us.

Furthermore, companies that perceive us as a competitor may be unwilling to assign or license rights to us.

If we are unable to successfully obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights we have on reasonable terms or at all, we may have to abandon development of the relevant program or current or future product and our business, financial condition, results of operations, cash flows and prospects could suffer.

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Under a “first inventor to file” system, assuming the other requirements for patentability are met, the first inventor to file a patent application generally will be entitled to the patent on an invention regardless of whether another inventor was the first to invent the invention.

This will require us to be cognizant going forward of the time from invention to filing of a patent application and be diligent in filing patent applications.

This will require us to be cognizant going forward of the time from invention to filing of a patent application and be diligent in filing patent

applications.

Circumstances may arise that could prevent us from promptly filing patent applications on our inventions and allow third parties to file patents claiming our inventions before we are able to do so.

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If we fail in enforcing or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights.

Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to our senior management and scientific personnel.

Even if we are successful in prosecuting or defending against such

claims, litigation could result in substantial costs and be a distraction to our senior management and scientific personnel.

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

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Our indebtedness, or any additional indebtedness we may incur, could require us to divert funds identified for other purposes for debt service and impair our liquidity position.

If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets or issue equity to obtain necessary funds.

If we cannot generate sufficient cash flow from operations to service our debt,

we may need to refinance our debt, dispose of assets or issue equity to obtain necessary funds.

We do not know whether we will be able to take any of these actions on a timely basis, on terms satisfactory to us or at all.

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To the extent that we are unable to make payments under the Tax Receivable Agreement, such payments generally will be deferred and will accrue interest until paid.

Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds.

Nonpayment for a

specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions we determine.

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The Tax Receivable Agreement requires us to make cash payments to MLSH 1 and MLSH 2 in respect of certain tax benefits to which we may become entitled, and we expect that the payments we may be required to make could be substantial.

Pursuant to the Tax Receivable Agreement we are required to make cash payments to MLSH 1 and MLSH 2, collectively, equal to 85% of the tax benefits, if any, that we actually realize, or, in some circumstances, are deemed to realize, 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 related to the LLC Units held by the corporations that merged into our corporate structure as part of the Organizational Transactions (as discussed in Note 11 to our consolidated financial statements), Topco LLC and subsidiaries of Topco LLC that existed prior to our initial public offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax

Receivable Agreement.

Any payments made by us to MLSH 1 and MLSH 2 under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us.

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It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding Tax Receivable Agreement payments.

There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to Maravai LifeSciences Holdings, Inc.

distributions to Maravai LifeSciences Holdings, Inc.

by Topco LLC are not sufficient to permit Maravai LifeSciences Holdings, Inc.

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There have been no changes to our position as of December 31, 2025.

If revised forecasts of our future taxable income or other relevant factors result in us releasing all or a portion of the valuation allowance recorded against the deferred tax assets applicable to the aforementioned tax attributes in a future period, the remaining Tax Receivable Agreement liability may be considered probable at that time and recorded on the

consolidated balance sheet and within earnings.

It is impossible to predict when and to what extent, if at all, such valuation allowance will be released, and therefore whether we would again be required to recognize all or a portion of the Tax Receivable Agreement liability, which would adversely impact our future results of operations, possibly in a material manner.

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The amounts that we may be required to pay to MLSH 1 and MLSH 2 under the Tax Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.

The Tax Receivable Agreement provides that if (1) certain mergers, asset sales, other forms of business combination or other changes of control were to occur, (2) we breach any of our material obligations under the Tax Receivable Agreement or (3) at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable.

and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable.

The amount due and payable in that circumstance is based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

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The restatement of our previously issued quarterly financial statements has subjected us to additional costs, risks and uncertainty and may also affect investor confidence and harm our reputation.

As discussed in Note 18 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we determined that our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 and the three and nine months ended September 30, 2024 required restatement primarily to correct an error we identified relating to the timing of revenue recognition for a product sale with non-standard contractual terms.

Assessment of the error and the effectiveness of the Company’s disclosure controls and procedures and its internal control over financial reporting, the resulting restatement of our unaudited condensed consolidated financial statements for the impacted periods, and the ongoing process of remediating the material weaknesses in our internal control over financial reporting have diverted management’s attention and caused us to incur unanticipated expenses for legal, audit and other professional services fees.

As discussed in Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, we determined that our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 and the three and nine months ended September 30, 2024 required restatement primarily to correct an error we identified relating to the timing of revenue recognition for a product sale with non-standard contractual terms.

Assessment of the error and the effectiveness of the Company’s disclosure controls and procedures and its internal control over financial reporting, the resulting restatement of our unaudited condensed consolidated financial statements for the impacted periods, the related securities litigation, and remediating the material weaknesses in our internal control over financial reporting diverted management’s attention and caused us to incur significant unanticipated expenses for legal, audit and other professional services fees.

The restatement and the associated non-reliance on our previously issued quarterly financial statements and other related financial information could also cause investors to lose confidence in our financial reporting and harm our reputation, which in turn, could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We are currently subject to a putative securities class action lawsuit, and face the potential for additional, litigation or regulatory inquiries in connection with or related to the restatement and associated material weaknesses, including claims involving the U.S.

federal securities laws.

Litigation and any regulatory inquiries are likely to divert management’s time and attention and, regardless of the outcome of such litigation, we will incur legal and other costs of defense, which could be significant.

Further, if we do not prevail in the litigation, we could be required to pay substantial damages or settlement costs, which could have a material adverse effect on our financial condition, results of operations and cash flows.

We have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate these material weaknesses in a timely manner or at all, we may not be able to comply with our financial reporting obligations, which could expose us to additional legal and business risks and uncertainties.

As disclosed in Part II, Item 9A, “Controls and Procedures” in this Annual Report on Form 10-K, we identified the following material weaknesses as of December 31, 2024:

• we did not design and operate effective controls over the Company’s revenue process;

• we did not operate effective controls over the Company’s quantitative goodwill impairment assessment.

The material weaknesses related to our revenue process resulted in the restatement of our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2024, and as of and for the three and nine months ended September 30, 2024.

As a result of the material weaknesses, management concluded that our internal control over financial reporting was not effective as of December 31, 2024.

While we are actively engaged in the process of designing and implementing a plan, including appropriate controls, to remediate the identified material weaknesses, there can be no assurance that our actions will fully remediate the material weaknesses in a timely manner, if at all.

The implementation of remediation measures will require validation and testing of the design and operating effectiveness of the respective controls over several financial reporting cycles.

If the actions we take do not sufficiently remediate the material weaknesses in a timely manner, our ability to record, process and report financial information accurately could be adversely affected, and there may continue to be a reasonable possibility that these control deficiencies, or others, could result in an additional material misstatement of our financial statements that would not be prevented or detected on a timely basis.

If we are unable to design and maintain proper and effective internal control over financial reporting in the future, or our internal control over financial reporting is determined by us or our auditors to not be operating effectively, we may be exposed to additional risks and investor confidence in us and the value of our Class A common stock could be adversely affected.

exposed to additional risks and investor confidence in us and the value of our Class A common stock could be adversely affected.

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

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 in accordance with GAAP.

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 in accordance with GAAP.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting.

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Further, our independent registered public accounting firm must report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

As noted above and further disclosed in Part II, Item 9A, “Controls and Procedures” of this Annual Report, we identified material weaknesses in our internal control over financial reporting as of December 31, 2024,and as a result, our management concluded that our disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2024.

While we are actively engaged in the process of designing appropriate controls to address these material weaknesses, there can be no assurance that the actions will fully remediate the material weaknesses in a timely manner or that there will not be additional material weaknesses in our internal control over financial reporting in the future.

If we are unable to remediate the identified material weaknesses in a timely manner, or at all, or are otherwise unable to maintain effective internal control over financial reporting in the future, our ability to record, process and report financial information accurately, and to comply with our financial reporting obligations, could be adversely impacted.

As further disclosed in Part II, Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2024, we identified material weaknesses in our internal control over financial reporting as of December 31, 2024, and as a result, our management concluded that our disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2024.

During the year ended December 31, 2025, under the oversight of the Audit Committee of our Board of Directors, we completed the implementation of our remediation plan and enhanced the design and operation of controls to address the previously identified material weaknesses.

The applicable controls have been in place for a sufficient period of time and management has concluded, through testing, that the controls operated effectively and the material weaknesses described above have been remediated.

However, there can be no assurance that we will not identify additional material weaknesses or significant deficiencies in the future.

If we identify additional material weaknesses or significant deficiencies in the future, or are otherwise unable to maintain effective internal control over financial reporting in the future, our ability to record, process and report financial information accurately, and to comply with our financial reporting obligations, could be adversely impacted.

If this occurs, it could jeopardize our ability to comply with our financial reporting obligations, including under SEC rules and regulations, NASDAQ listing standards and the financial covenants under our credit agreement, which, in turn, could subject us to regulatory enforcement actions or stockholder litigation, cause us to breach the covenants under our credit agreement, limit our ability to access the credit and capital markets, adversely affect investor confidence in us and the value of our Class A common stock, and harm our reputation, which may make it more difficult for us to market and sell products and services to new and existing customers.

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We entered into a Director Nomination Agreement with GTCR that provides GTCR the right to nominate to the Board a number of designees equal to at least:

(i) 100% of the total number of directors comprising the Board, so long as GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 40% of the total amount of shares of Class A common stock and Class B common stock it beneficially owned as of November 19, 2020, (ii) 40% of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 30% but less than 40% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020, (iii) 30% of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 20% but less than 30% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020, (iv) 20% of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 10% but less than 20% of the total amount of shares of Class A common stock and Class B common stock it owns as of November 19, 2020 and (v) one director, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 5% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020.

The Director Nomination Agreement provides that GTCR may assign such right to a GTCR

shares of Class A common stock and Class B common stock representing at least 20% but less than 30% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020, (iv) 20% of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 10% but less than 20% of the total amount of shares of Class A common stock and Class B common stock it owns as of November 19, 2020 and (v) one director, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 5% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020.

The Director Nomination Agreement provides that GTCR may assign such right to a GTCR affiliate.

The Director Nomination Agreement prohibits us from increasing or decreasing the size of our Board without the prior written consent of GTCR.

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As of December 31, 2025, we had 145,324,017 outstanding shares of Class A common stock, 20,150,005 of which were held by MLSH 2, and further, as of December 31, 2025, an additional 110,684,080 shares of Class A common stock are issuable upon the exchange by MLSH 1 of its interest in Topco.

Because each of MLSH 1 and MLSH 2 is controlled by GTCR and is considered an “affiliate” of ours, the shares of Class A common stock held by MLSH 1 and MLSH 2 are subject to certain

restrictions on resale imposed by U.S.

Because each of MLSH 1 and MLSH 2 is controlled by GTCR and is considered an “affiliate” of ours, the shares of Class A common stock held by MLSH 1 and MLSH 2 are subject to certain restrictions on resale imposed by U.S.

federal securities laws.

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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 1A. Risk Factors