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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-03-18 · 270 added, 324 removed, 265 unchanged (69% of the section changed)

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Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A.

“Risk Factors.” Please also see the section titled “Special Note Regarding Forward Looking Statements.” We were incorporated in August 2020 and, pursuant to the organizational transactions described in Note 1 to our consolidated financial statements, became a holding company whose principal asset is a controlling equity interest in Topco LLC.

As the sole managing member of Topco LLC, we operate and control the business and affairs of Topco LLC and its subsidiaries.

Accordingly, we consolidate Topco LLC in our consolidated financial statements and report a non-controlling interest related to the portion of Topco LLC not owned by us.

Because the organizational transactions were considered transactions between entities under common control, the consolidated financial statements for periods prior to the organizational transactions and the initial public offering have been adjusted to combine the previously separate entities for presentation purposes.

Unless otherwise noted or the context otherwise requires, references in this Annual Report on Form 10-K to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc.

“Risk Factors.” Please also see the section titled “Special Note Regarding Forward Looking Statements.” Unless otherwise noted or the context otherwise requires, references in this Annual Report on Form 10-K to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc.

and its subsidiaries.

This discussion and analysis generally addresses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024.

Discussions of 2022 items and year-over-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our 2023 Annual Report on Form 10-K filed with the SEC on February 29, 2024.

We are a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, novel vaccines and support research on human diseases.

Our customers include the top global biopharmaceutical companies ranked by research and development expenditures according to industry consultants, and many other emerging biopharmaceutical and life sciences research companies, as well as leading academic research institutions and in vitro diagnostics companies.

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

We have and will continue to build a transformative life sciences products company by acquiring businesses and accelerating their growth through capital infusions and industry expertise.

Biomedical innovation is dependent on a reliable supply of reagents in the fields of nucleic acid production and biologics safety testing.

From inventive startups to the world’s leading biopharmaceutical, vaccine, diagnostics and gene and cell therapy companies, these customers turn to us to solve their complex discovery challenges and help them streamline and scale their supply chain needs beginning from research and development through clinical trials to commercialization.

Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs.

Our customers also include a range of government, academic and biotechnology institutions.

As of December 31, 2024, we employed a team of ove r 570 fu ll-time employees, approximatel y 28% of whom have advanced degrees.

We primarily utilize a direct sales model for our sales to our customers in North America.

Our international sales, primarily in Europe and Asia Pacific, are through a combination of third-party distributors as well as via a direct sales model.

Discussions of 2023 items and year-over-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our 2024 Annual Report on Form 10-K filed with the SEC on March 18, 2025.

We are a life sciences company that provides products and services supporting the development and manufacture of drug therapies, diagnostics, vaccines and cell and gene therapies.

Our customers include biopharmaceutical companies, emerging biopharmaceutical, life sciences research companies, academic research institutions and diagnostics companies.

Our product offerings support key phases of biopharmaceutical development and manufacturing and include complex nucleic acids and enzymes for therapeutic and diagnostic applications, and immunoassay, qpCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products.

We manage and evaluate our operations through two reportable segments:

TriLink and Cygnus.

TriLink provides nucleic acid products and related services, including mRNA, oligonucleotides, CleanCap ® mRNA capping and ModTail™ poly(A) tail modification technologies, synthesis inputs, specialty enzymes, and mRNA manufacturing services.

Cygnus provides biologics safety testing products and services, including host cell protein ELISA kits, impurity detection assays, viral clearance prediction tools, and related reagents and services.

During fiscal year 2025, we renamed our reportable segments from Nucleic Acid Production and Biologics Safety Testing to TriLink and Cygnus.

This change reflects updated segment naming to better align with our internal brand and operating terminology.

There were no changes to the composition of our reportable segments, the nature of the products and services offered, or the manner in which the CODM evaluates the Company’s operating performance or allocates resources.

Prior-period segment information has been recast to conform to the current presentation.

During fiscal year 2025, we implemented a restructuring plan designed to better align our cost structure and operations with current market conditions and our strategic priorities.

The restructuring included workforce reductions and operational streamlining initiatives and resulted in restructuring charges during the year.

See “Results of Operations” below for additional discussion of the financial impacts of the restructuring.

Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs across a range of therapeutic modalities.

We also serve government, academic and biotechnology institutions.

As of December 31, 2025, we employed a team of over 435 full-time employees, approximately 26% of whom have advanced degrees.

We primarily utilize a direct sales model in North America.

International sales, primarily in Europe and the Asia Pacific-region, are generated through a combination of direct sales and third-party distributors.

The percentage of our total revenue derived from customers in North America was 60.5% and 49.0% for the years ended December 31, 2025 and 2024, respectively.

We generated revenue of $259.2 million and $288.9 million for the years ended December 31, 2024 and 2023, respectively.

Total revenue by segment was $196.3 million in Nucleic Acid Production and $62.8 million in Biologics Safety Testing for the year ended December 31, 2024.

Total revenue by segment was $224.8 million in Nucleic Acid Production and $64.2 million in Biologics Safety Testing for the year ended December 31, 2023.

We focus a substantial portion of our resources supporting our core business segments.

We are actively pursuing opportunities to expand our customer base both domestically and internationally by fostering strong relationships with both existing and new customers and distributors.

Our management team has experience working with biopharmaceutical, vaccine, diagnostics and gene and cell therapy companies as well as academic and research scientists.

We also intend to continue making investments in our overall infrastructure and business segments to support our growth.

We incurred aggregate selling, general, and administrative expenses of $161.8 million and $151.4 million for the years ended December 31, 2024 and 2023, respectively.

Our research and development efforts are geared towards meeting our customers’ needs.

We incurred research and development expenses of $19.2 million and $17.3 million for the years ended December 31, 2024 and 2023, respectively.

We intend to continue to invest in research and development and new products and technologies to support our customers’ needs for the foreseeable future.

We generated total revenue of $185.7 million and $259.2 million for the years ended December 31, 2025 and 2024, respectively.

Revenue by reportable segment was as follows:

$119.8 million in 2025 and $196.3 million in 2024.

$ $66.0 million in 2025 and $62.8 million in 2024.

We continue to focus resources on supporting our core business segments while pursuing opportunities to expand our customer base domestically and internationally.

Selling, general, and administrative expenses were $145.1 million and $161.8 million for the years ended December 31, 2025 and 2024, respectively.

Our research and development efforts are focused on developing new products, technologies and services to meet our customers’ needs.

Research and development expenses were $17.4 million and $19.2 million for the years ended December 31, 2025 and 2024, respectively.

We intend to continue investing in research and development to support our customers’ demand for innovation.

2025 and Recent Developments

Goodwill Impairment

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

We revised our long-term forecast to reflect lower projected near-term revenues due to lower demand in research and discovery products within our Nucleic Acid Production business.

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

As such, we performed a quantitative goodwill impairment test on each of our four reporting units and as a result, we concluded that the TriLink reporting unit, which is contained in the Nucleic Acid Production segment, had a carrying value that exceeded its estimated fair value.

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

No impairment was recorded for any of our remaining three reporting units.

In connection with preparing our financial statements for the year ended December 31, 2024, we tested our reporting units for potential goodwill impairment in response to impairment indicators identified during our forecast process and the sustained

decline in our stock price.

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

As such, we performed a quantitative goodwill impairment test on each of our reporting units with goodwill as of December 31, 2024, and as a result, we concluded that the Alphazyme reporting unit, which is contained in the Nucleic Acid Production segment, had a carrying value that exceeded its estimated fair value.

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

No impairment was recorded for any of our other reporting units at that time.

Acquisition of Molecular Assemblies

In January 2025, we completed the acquisition of assets from Molecular Assemblies, Inc.

(“Molecular”) expanding TriLink’s ability to enable customers to develop next-generation mRNA and clustered regularly interspaced short palindromic repeats nucleic acid-based therapies, for a total purchase consideration of $11.2 million.

See Note 2 to our consolidated financial statements for additional information.

Voluntary Prepayments on Term Loan

In December 2024, we voluntarily pre-paid, using cash on hand, $228.0 million of aggregate principal amount of the $600.0 million term loan facility provided under our credit agreement (“Term Loan”).

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

As a result of the prepayment, we wrote off a portion of pre-existing deferred financing costs associated with the Term Loan.

Acquisition of Assets and Intellectual Property from Molecular Assemblies

In January 2025, we acquired assets and intellectual property from Molecular Assemblies, expanding TriLink’s ability to enable customers to develop next-generation mRNA and clustered regularly interspaced short palindromic repeats nucleic acid-based therapies.

The total consideration for this acquisition was a purchase price of $11.5 million, subject to customary post-closing adjustments.

Acquisition of Officinae Bio

In February 2025, we completed the acquisition of the DNA and RNA business of Officinae Bio (“Officinae”), a privately held technology company with a proprietary digital platform designed with artificial intelligence and machine learning capabilities to support the biological design of therapeutics.

The total consideration to acquire Officinae consisted of a base cash provisional purchase price of $10.0 million, subject to customary post-closing adjustments, and potential contingent consideration payments of up to $35.0 million, with $5.0 million of such contingent consideration payable in cash upon the achievement of a certain milestone and up to an additional $30.0 million payable in a mix of cash and shares of our Class A common stock upon the achievement of certain milestones.

We acquired Officinae for a total purchase consideration of $15.1 million.

See Note 2 to our consolidated financial statements for additional information.

Executive Leadership Transition

On June 8, 2025, our Board of Directors (the “Board”) appointed Bernd Brust as the Company’s Chief Executive Officer and on June 22, 2025, the Board appointed Rajesh Asarpota as the Company’s Chief Financial Officer (these appointments are collectively referred to herein as the “Executive Leadership Transition”).

2025 Corporate Realignment Plan

Following the Executive Leadership Transition, we began conducting a comprehensive strategic review of our business operations and resource requirements.

In August 2025, we implemented a corporate realignment plan (the “2025 Corporate Realignment Plan”) that included the termination of approximately 25% of the Company’s workforce, a phased 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.

The reduction in force was substantially completed as of November 4, 2025, following the end of the sixty-day notification period required by the WARN Act.

The Company is implementing the remaining aspects of the 2025 Corporate Realignment Plan using a phased approach, with completion anticipated by the end of the third quarter of 2026.

During the year ended December 31, 2025, we incurred restructuring costs of $19.5 million, primarily related to severance and other employee-related costs, asset impairments, and professional fees.

The 2025 Corporate Realignment Plan was anticipated to lower our annualized expenses by more than $50.0 million, through reductions in headcount and non-headcount-related expenses.

Since implementing the 2025 Corporate Realignment Plan, we have identified even greater savings and now anticipate we will lower our annualized expenses by more than $65.0 million.

We are currently unable to estimate the total costs associated with the phased reduction of our facilities.

These costs may include, but are not limited to, losses on subleases, contract termination fees, additional asset impairments, losses on the sale or disposal of equipment or other long-lived assets, professional fees and other costs and fees pertaining to the consolidation, closure, or disposition of facilities.

Additional costs, which could be material, may be incurred as we implement and progress through the phases of our restructuring plan.

See Note 3 to our consolidated financial statements for additional information.

Goodwill Impairment

In connection with preparing our financial statements for the first quarter of 2025, we performed a quantitative impairment test on the TriLink BioTechnologies reporting unit in response to impairment indicators identified during the period.

The indicators of impairment primarily related to our long-term forecast which reflected lower projected near term revenues due to lower demand in research and discovery products within the TriLink BioTechnologies reporting unit and slower than expected transition to new mRNA clinical trials as customers prioritize existing programs and more conservatively invest in new

programs as the result of macroeconomic pressures.

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

As a result, during the first quarter of 2025, we recorded goodwill impairment of $12.4 million on the consolidated statements of operations, which represented the entire remaining goodwill balance for the TriLink BioTechnologies reporting unit.

In connection with preparing our financial statements for the second quarter of 2025, we performed a quantitative impairment test on the Alphazyme reporting unit in response to impairment indicators identified during our forecast process.

As of June 30, 2025, our long-term forecast reflected lower projected revenues within our Alphazyme reporting unit due to lower anticipated demand in enzyme products.

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

As a result, we recorded goodwill impairment of $30.4 million on the consolidated statements of operations, which represented the entire remaining goodwill balance for the Alphazyme reporting unit.

See Note 4 to our consolidated financial statements for additional information.

Intangible Asset Impairment

In connection with preparing our financial statements for the year ended December 31, 2025, we evaluated the recoverability of our long-lived assets (including finite-lived intangible assets) in response to impairment indicators identified during the Company’s forecast process.

As of December 31, 2025, our long-term forecast reflected lower projected revenues due to lower anticipated demand in enzyme products within our Alphazyme asset group.

As such, we performed a recoverability test and concluded that the carrying value of this intangible asset group exceeded its fair value.

As a result, we recorded intangible asset impairment totaling $25.8 million on the consolidated statements of operations.

See Note 4 to our consolidated financial statements for additional information.

Trends and Uncertainties

Our results of operations and cash flows substantially benefit from high-volume sales of our proprietary CleanCap® analogs for commercial phase vaccine programs.

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

If high-volume orders for CleanCap do not materialize in the future at similar or greater levels than they have in the past it will significantly decrease our revenue and cash flow which, in turn, could have a material adverse impact on our operating results and financial condition in the future.

While we believe that the long-term trend of biopharmaceutical customers relying on outside parties to provide important inputs and services for their clinical research and manufacturing remains a long-term growth driver for us, lower demand for research and discovery products within our Nucleic Acid Production business coupled with slower than expected mRNA clinical trial progressions negatively impacted our revenue and operating results in the year ended December 31, 2024, which trend may continue and result in slower growth and/or cause a further decline in our revenues in the future.

Our businesses also continue to see headwinds from a general contraction in economic activity in Asia, particularly in China, which may negatively impact our revenue derived from those markets.

See more information under Part I, Item 1.

Prior to 2025, high-volume sales of our proprietary CleanCap ® analogs for commercial phase vaccine programs substantially contributed to our results of operations and cash flows.

We estimate that revenue from high-volume sales of CleanCap ® for commercial phase vaccine programs represented approximately 25.4% of our total revenues for the year ended December 31, 2024.

We generated no revenue from high-volume orders of CleanCap ® for commercial phase vaccine programs during the year ended December 31, 2025, which had the effect of significantly decreasing our revenue, profitability and cash flows in 2025 when compared to prior year periods.

Ongoing geopolitical tensions and uncertainty surrounding U.S.

global trade policy, including the imposition of increased tariffs, trade restrictions and retaliatory actions, may also negatively impact future demand for our products and services, our customers’ ability to commit funds to purchase our products and services, and in turn, our future revenues derived from those markets, particularly if such tariffs are not lifted or significantly reduced from their current levels.

See more information under Item 1A.

“Risk Factors—Risks Related to Our Business and Strategy.”

How We Assess Our Business

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The key measures we use to determine how our business is performing are revenue and Adjusted EBITDA.

Adjusted EBITDA is a non-GAAP financial performance measure that we define as net (loss) income adjusted for interest, provision for income taxes, depreciation, amortization and stock-based compensation expenses.

Adjusted EBITDA is a non-GAAP financial performance measure that we define as net loss adjusted for interest, provision for income taxes, depreciation, amortization and stock-based compensation expenses.

Adjusted EBITDA reflects further adjustments to eliminate the impact of certain items, including certain non-cash and other items, that we do not consider representative of our ongoing operating performance.

Management uses Adjusted EBITDA to evaluate the financial performance of our business and the effectiveness of our business strategies.

We present Adjusted EBITDA because we believe this performance measure is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and they facilitate comparisons of performance on a consistent basis across reporting periods.

We present Adjusted EBITDA because we believe this performance measure is frequently used by analysts, investors and other interested parties to evaluate companies in our industry, and it facilitates comparisons of performance on a consistent basis across reporting periods.

Further, we believe this performance measure is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance.

Adjusted EBITDA is also a component of the financial covenant under our credit agreement that governs our ability to access more than $58.5 million in aggregate letters of credit and available borrowings under the $167.0 million revolving credit facility provided under our credit agreement (the “Revolving Credit Facility”).

In addition, if we borrow more than $58.5 million under the Revolving Credit Facility, we are required to maintain a specified net leverage ratio.

See “Liquidity and Capital Resources—Credit Agreement” below for a discussion of this financial covenant.

Adjusted EBITDA is not a GAAP-based measure and therefore, may have limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

We may in the future incur expenses similar to the adjustments in the presentation of Adjusted EBITDA.

Adjusted EBITDA is a non-GAAP measure and therefore, may have limitations as an analytical tool, so it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

We may in the future incur

expenses similar to the adjustments in the presentation of Adjusted EBITDA.

In particular, we expect to incur meaningful share-based compensation expense in the future.

Other limitations include that Adjusted EBITDA do not reflect:

Other limitations that Adjusted EBITDA does not reflect include:

• all expenditures or future requirements for capital expenditures or contractual commitments;

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• the costs of replacing the assets being depreciated, which will often have to be replaced in the future;

• the non-cash component of employee compensation expense;

• the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations.

In addition, Adjusted EBITDA is not a measure of financial performance under GAAP and may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP, it may not be comparable to similarly titled measures used by other companies in our industry or across different industries..

Components of Results of Operations

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We generated total consolidated revenue of $185.7 million and $259.2 million for the years ended December 31, 2025 and 2024, respectively, through the following segments:

(i) Nucleic Acid Production and (ii) Biologics Safety Testing.

Nucleic Acid Production Segment

Our Nucleic Acid Production segment focuses on the manufacturing and sale of highly modified nucleic acids products to support the needs of customers’ research, therapeutic and vaccine programs.

This segment also provides research products for labeling and detecting proteins in cells and tissue samples.

Biologics Safety Testing Segment

Our Biologics Safety Testing segment focuses on manufacturing and selling biologics safety and impurity tests and assay development services that are utilized by our customers in their biologic drug manufacturing activities.

(i) TriLink and (ii) Cygnus.

TriLink Segment

Our TriLink segment focuses on the manufacturing and sale of highly modified nucleic acids products to support the needs of customers’ research, therapeutic and vaccine programs.

This segment also provides research products for oligonucleotide synthesis, modification, labeling and purification.

Cygnus Segment

Our Cygnus segment focuses on the manufacturing and sale of biologics safety and impurity tests and assay development services that are utilized by our customers in their biologic drug manufacturing activities.

Cost of Revenue

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Cost of revenue associated with our services primarily consists of personnel and related costs, stock-based compensation expense, cost of materials and allocated costs, including facilities and information technology costs.

Costs of services were not material for the years ended December 31, 2024 and 2023.

Operating Expenses

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Our selling, general and administrative expenses primarily consist of salaries, benefits and stock-based compensation expense for our employees in our commercial sales functions, marketing, executive, accounting and finance, legal and human resource functions as well as travel expenses, professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated costs, including facilities, information technology and amortization of intangibles.

We expect that our selling, general and administrative expenses will gradually increase in future periods, primarily due to expanding facilities footprint to support anticipated long-term growth in the business, costs incurred in increasing our presence globally, and increases in marketing activities to drive awareness and adoption of our products and services.

We expect that our selling, general and administrative expenses will decrease in future periods, as a result of the implementation of the 2025 Corporate Realignment Plan.

Research and Development

Research and development costs primarily consist of salaries, benefits, stock-based compensation expense, outside contracted services, cost of supplies, in-process research and development costs from asset acquisitions and allocated facilities costs for employees engaged in research and development of products and services.

Research and development costs primarily consist of salaries, benefits, stock-based compensation expense, outside contracted services, cost of supplies and allocated facilities costs for employees engaged in research and development of products and services.

We expense all research and development costs in the period in which they are incurred.

Payment made prior to the receipt of goods or services to be used in research and development are recognized as prepaid assets until the goods are received or services are rendered.

We expect our research and development costs will increase to support our research and development efforts, including meeting our customers’ needs.

Payment made prior to the

receipt of goods or services to be used in research and development are recognized as prepaid assets until the goods are received or services are rendered.

We expect our research and development costs will decrease in future periods, as a result of the implementation of the 2025 Corporate Realignment Plan.

Change in Estimated Fair Value of Contingent Consideration

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These adjustments are based on our assessment of the probability of achieving certain revenue thresholds and other probability factors.

Goodwill Impairment

Goodwill impairment is recorded in connection with the impairment testing of our goodwill, and is performed at least annually and more frequently if changes in facts and circumstances indicate that the fair value of our reporting units may be less than their carrying amount.

In connection with the preparation of our financial statements for the third and fourth quarters of 2024, we performed quantitative goodwill impairment tests which resulted in a total goodwill impairment of $166.2 million.

See Note 4 to our consolidated financial statements for additional information.

Impairment of Goodwill and Long-Lived Assets

Goodwill impairment is recorded in connection with the impairment testing of our goodwill and is performed at least annually and more frequently if changes in facts and circumstances indicate that the fair value of our reporting units may be less than the carrying amount.

Intangible asset impairment is recorded in connection with the impairment testing of our intangible assets and is performed at least annually and more frequently if changes in facts and circumstances indicate that the carrying value of the assets may exceed their respective current and expected future cash flows, on an undiscounted basis.

Restructuring

Restructuring costs primarily consist of severance and other employee-related costs, facility and other exit costs, professional fees and other restructuring costs resulting from the Cost Realignment Plan, which was implemented in November 2023.

See Note 3 to our consolidated financial statements for additional information.

Restructuring costs primarily consist of severance and other employee-related costs, asset impairments, and professional fees.

Other Income (Expense)

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Change in Payable to Related Parties Pursuant to the Tax Receivable Agreement

During the years ended December 31, 2024 and 2023, we determined that making a payment under the Tax Receivable Agreement for subsequent years was not probable under Accounting Standards Codification 450 - Contingencies as a result of a valuation allowance having been recorded against our deferred tax assets, and therefore, that it is more likely than not that we will not generate sufficient future taxable income to utilize related tax benefits that would result in a payment under the Tax Receivable Agreement.

As a result, we remeasured the non-current portion of the liability due under the Tax Receivable Agreement to zero as of December 31, 2023 and recorded a corresponding gain on Tax Receivable Agreement liability remeasurement.

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

Other Income (Expense)

Other income (expense) primarily consists of adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, LLC, which was completed in January 2022.

The Tax Receivable Agreement liability adjustment reflects changes in the Tax Receivable Agreement liability recorded in our consolidated balance sheets primarily due to changes in our estimated state apportionment and the corresponding change of our estimated state tax rate.

Other Expense

Other expense primarily consists of adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, LLC, which was completed in January 2022, and realized and unrealized gains and losses on foreign exchange transactions.

Income Tax Expense (Benefit)

As a result of our ownership of LLC Units in Topco LLC, we are subject to U.S.

As a result of our ownership of LLC Units, we are subject to U.S.

federal, state and local income taxes with respect to our allocable share of any taxable income of Topco LLC and will be taxed at the prevailing corporate tax rates.

In addition, we evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized.

During the year ended December 31, 2023, we recognized a full valuation allowance against our deferred tax assets and recorded a corresponding income tax expense.

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

Non-Controlling Interests

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Income or loss attributed to the non-controlling interests is based on the LLC Units outstanding during the period and is presented on the consolidated statements of operations.

As of December 31, 2024, we held approximately 56.2% of the outstanding LLC Units of Topco LLC, and MLSH 1 held approximately 43.8% of the outstanding LLC Units of Topco LLC.

As of December 31, 2025, we held approximately 56.8% of the outstanding LLC Units, and MLSH 1 held approximately 43.2% of the outstanding LLC Units.

Results of Operations

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Revenue $ 185,743 $ 259,185 (28.3) %

Operating expenses:

Cost of revenue (1)

151,753 150,876 0.6 %

Gross profit 33,990 108,309 (68.6) %

Operating expenses:

Selling, general and administrative (1)

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Change in estimated fair value of contingent consideration 200 (2,003) (110.0) %

Goodwill impairment

Impairment of goodwill and long-lived assets

68,709 166,151 (58.6) %

Restructuring (1)

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Loss from operations (215,266) (235,617) (8.6) %

(235,617) (31,648) 644.5 %

Other (expense) income, net

(25,865) 649,384 (104.0) %

(Loss) income before income taxes

(261,482) 617,736 (142.3) %

Income tax (benefit) expense

(1,860) 756,111 (100.2) %

$ (259,622) $ (138,375) 87.6 %

Other expense, net (19,708) (25,865) (23.8) %

Loss before income taxes (234,974) (261,482) (10.1) %

Income tax benefit (4,212) (1,860) 126.5 %

Net loss $ (230,762) $ (259,622) (11.1) %

Net loss attributable to non-controlling interests (99,989) (114,776) (12.9) %

(114,776) (19,346) 493.3 %

Net loss attributable to Maravai LifeSciences Holdings, Inc.

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2025 2024 Year-Over-Year Change 2025 2024

Nucleic Acid Production $ 196,345 $ 224,769 (12.6) % 75.8 % 77.8 %

Biologics Safety Testing 62,840 64,176 (2.1) % 24.2 % 22.2 %

TriLink $ 119,787 $ 196,345 (39.0) % 64.5 % 75.8 %

Cygnus 65,956 62,840 5.0 % 35.5 % 24.2 %

Total revenue $ 185,743 $ 259,185 (28.3) % 100.0 % 100.0 %

Total revenue was $185.7 million for the year ended December 31, 2025 compared to $259.2 million for the year ended December 31, 2024, representing a decrease of $73.4 million, or 28.3%.

Nucleic Acid Production revenue decreased from $224.8 million for the year ended December 31, 2023 to $196.3 million for the year ended December 31, 2024, representing a decrease of $28.4 million, or 12.6%.

The decrease in Nucleic Acid Production was primarily driven by lower demand for research and discovery products.

Biologics Safety Testing revenue decreased from $64.2 million for the year ended December 31, 2023 to $62.8 million for the year ended December 31, 2024, representing a decrease of $1.3 million, or 2.1%.

The decrease was primarily driven by lower demand in the bioprocessing market, particularly in China.

TriLink revenue decreased from $196.3 million for the year ended December 31, 2024 to $119.8 million for the year ended December 31, 2025, representing a decrease of $76.5 million, or 39.0%.

The decrease in TriLink was primarily driven by the absence of $65.9 million of sales for high-volume CleanCap ® for commercial phase vaccine programs received in 2024 that did not recur in 2025, and by lower demand for discovery products.

Cygnus revenue increased from $62.8 million for the year ended December 31, 2024 to $66.0 million for the year ended December 31, 2025, representing an increase of $3.2 million, or 5.0%.

The increase was primarily driven by strength in HCP kits and qualification services and increased demand for MockV viral clearance kits.

Gross profit was as follows for the periods presented (in thousands, except percentages):

Year Ended December 31, Percentage of Revenue

2025 2024 Year-Over-Year Change 2025 2024

Revenue $ 185,743 $ 259,185 (28.3) % 100.0 % 100.0 %

Cost of revenue 151,753 150,876 0.6 % 81.7 % 58.2 %

Gross profit $ 33,990 $ 108,309 (68.6) % 18.3 % 41.8 %

Cost of revenue increased by $0.9 million from $150.9 million for the year ended December 31, 2024 to $151.8 million for the year ended December 31, 2025, or 0.6%, which was not significant.

Gross profit margin decreased by 2,350 basis points from 41.8% for the year ended December 31, 2024 to 18.3% for the year ended December 31, 2025.

The decrease in gross profit margin as a percentage of sales was primarily attributable to higher facility costs, depreciation expense, and amortization expense as a percentage of sales.

Operating Expenses

Operating expenses include the following for the periods presented (in thousands, except percentages):

Year Ended December 31, Percentage of Revenue

2025 2024 Year-Over-Year Change 2025 2024

Selling, general and administrative $ 145,118 $ 161,771 (10.3) % 78.1 % 62.5 %

Research and development 17,402 19,221 (9.5) % 9.4 % 7.4 %

Change in estimated fair value of contingent consideration 200 (2,003) (110.0) % 0.1 % (0.8) %

Impairment of goodwill and long-lived assets

68,709 166,151 (58.6) % 37.0 % 64.1 %

Restructuring 17,827 (1,214) (1568.5) % 9.6 % (0.5) %

Total operating expenses $ 249,256 $ 343,926 (27.5) % 134.2 % 132.7 %

Selling, General and Administrative

Selling, general and administrative expenses decreased by $16.7 million from $161.8 million for the year ended December 31, 2024 to $145.1 million for the year ended December 31, 2025, or 10.3%.

The decrease was primarily driven by decreases of $13.9 million in stock-based compensation expense driven by terminated employees and their related forfeitures, including those in connection with the Executive Leadership Transition, $2.9 million in corporate expenses, including taxes, licenses and fees, and $2.6 million in facilities expenses.

These were partially offset by an increase of $2.7 million in professional service fees primarily for corporate legal services.

Research and Development

Research and development expenses decreased by $1.8 million from $19.2 million for the year ended December 31, 2024 to $17.4 million for the year ended December 31, 2025, or 9.5%.

The decrease in expenses compared to the prior year was primarily driven by decreases of $1.3 million in professional service fees for contract services related to research and development studies and $1.1 million in stock-based compensation expense driven by terminated employees and their related forfeitures.

These were partially offset by an increase of $0.4 million in depreciation expense and $0.2 million in facilities expenses.

Change in Estimated Fair Value of Contingent Consideration

The change in estimated fair value of contingent consideration was $0.2 million for the year ended December 31, 2025 due to a slight increase in estimated fair value of the liability for the contingent payment associated with the acquisition of Officinae.

The change in estimated fair value of contingent consideration was $2.0 million for the year ended ended December 31, 2024 due to a decrease in estimated fair value of the liability for the contingent payments associated with the acquisition of Alphazyme.

Impairment of Goodwill and Long-Lived Assets

During the year ended December 31, 2025, we recorded goodwill impairment of $12.4 million and $30.4 million for the TriLink BioTechnologies and Alphazyme reporting units, respectively, within our TriLink segment.

During the year ended December 31, 2024, we recorded goodwill impairment of $154.2 million and $11.9 million for the TriLink BioTechnologies and Alphazyme reporting units, respectively, within our TriLink segment.

During the year ended December 31, 2025, we recorded intangible asset impairment of $25.8 million within our TriLink segment.

See Note 4 to our consolidated financial statements for additional information.

Restructuring

Restructuring costs for the year ended December 31, 2025 relate to the 2025 Corporate Realignment Plan.

These costs include severance and other employee-related costs of $4.3 million, asset impairments of $13.0 million, and professional fees of $0.5 million.

An additional $1.7 million of restructuring charges are recorded within cost of revenue on the consolidated statements of operations.

See Note 3 to our consolidated financial statements for additional information.

Restructuring costs (benefit) for the year ended December 31, 2024 relate to a prior restructuring plan, which was implemented in November 2023 (the “2023 Cost Realignment Plan”).

These consist of the stock-based compensation benefit recognized for the forfeiture of stock awards upon the termination of certain impacted employees.

Other Income (Expense)

Other income (expense) includes the following for the periods presented (in thousands, except percentages):

Year Ended December 31, Percentage of Revenue

2025 2024 Year-Over-Year Change 2025 2024

Interest expense $ (26,992) $ (47,700) (43.4) % (14.5) % (18.4) %

Interest income 11,436 27,403 (58.3) % 6.2 % 10.5 %

Loss on extinguishment of debt — (3,187) * — % (1.2) %

Change in payable to related parties pursuant to the Tax Receivable Agreement — (40) * — % 0.0 %

Other expense

(4,152) (2,341) 77.4 % (2.3) % (0.9) %

Total other expense, net

$ (19,708) $ (25,865) (23.8) % (10.6) % (10.0) %

____________________

* Not meaningful

Total other expense was $19.7 million for the year ended December 31, 2025 compared to $25.9 million for the year ended December 31, 2024, representing a decrease of $6.2 million, or 23.8%.

The $20.7 million decrease in interest expense, which was primarily due to the voluntary prepayment of principal on the Term Loan in December 2024, was offset by a $16.0 million decrease in interest income earned on our short-term investments in money market funds, which were used for the voluntary prepayment.

The decrease in other expense was also driven by a loss on extinguishment of debt of $3.2 million, primarily driven by the write-off of pre-existing deferred financing costs as a result of the voluntary prepayment on the Term Loan, partially offset by a $1.8 million increase relating to adjustments to the indemnification asset recorded in connection with the acquisition of MyChem.

Segment Information

Management has determined that adjusted earnings before interest, tax, depreciation and amortization is the profit or loss measure used to make resource allocation decisions and evaluate segment performance.

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

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

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

Our CODM reviews segment performance along with forecasts and other non-financial information in our annual budgeting process.

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

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

We do not allocate assets to our reportable segments as they are not included in the review performed by our Chief Operating Decision Maker for purposes of assessing segment performance and allocating resources.

As of December 31, 2024, all of our long-lived assets were located within the United States.

As of December 31, 2025, substantially all of our long-lived assets were located within the United States.

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

Year Ended December 31, 2025

Nucleic Acid Production Biologics Safety Testing Total

$ 119,787 $ 65,956 $ 185,743

Cost of revenue (1)

93,053 11,747

Selling and marketing (1)

2 unchanged sentences

Other segment items (2)

Adjusted EBITDA

50,813 43,841 $ 94,654

Adjusted EBITDA for reportable segments (23,149) 44,240 $ 21,091

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

Corporate costs

Amortization (27,951)

2 unchanged sentences

Interest income 11,436

Corporate costs, net of eliminations (58,732)

Other adjustments:

3 unchanged sentences

Merger and acquisition related expenses (1,270)

Loss on extinguishment of debt (3,187)

Acquisition related tax adjustment (4,082)

Tax Receivable Agreement liability adjustment (40)

Goodwill impairment

Executive leadership transition costs (3)

Impairment of goodwill and long-lived assets

Property and equipment impairment (1,216)

Restructuring costs (4)

1 unchanged sentence

Loss before income taxes

Income tax benefit

Year Ended December 31, 2024

Nucleic Acid Production Biologics Safety Testing Total

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

Intersegment revenues — 3 3

224,769 64,179 288,948

Elimination of intersegment revenues

Total consolidated revenues $ 288,945

Cost of revenue (1)

3 unchanged sentences

Other segment items (2)

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

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

Adjusted EBITDA for reportable segments 50,813 43,841 $ 94,654

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

Corporate costs

Amortization (27,531)

2 unchanged sentences

Interest income 27,403

Corporate costs, net of eliminations (64,257)

Other adjustments:

3 unchanged sentences

Merger and acquisition related expenses (1,728)

Loss on extinguishment of debt (3,187)

Acquisition related tax adjustment (2,306)

Tax Receivable Agreement liability adjustment (40)

Impairment of goodwill and long-lived assets

Restructuring costs (4)

Other (2,330)

Income before income taxes

Income tax expense

Net loss $ (138,375)

Loss before income taxes

___________________

(1) Expenses are adjusted to remove the impact of certain items that management believes do not directly reflect our core operations, and, therefore, are not included in measuring segment performance.

(2) Other segment items for each reportable segment include realized and unrealized loss (gain) on foreign exchange transactions.

(3) For the years ended December 31, 2024 and 2023, stock-based compensation benefit of $1.2 million and $0.1 million, respectively, related to forfeited stock awards in connection with the Cost Realignment Plan is included on the stock-based compensation line item.

There was no intersegment revenue during the year ended December 31, 2024.

During the year ended December 31, 2023, intersegment revenue was immaterial between the Nucleic Acid Production and Biologics Safety Testing segments.

The intersegment sales and the related gross margin on inventory recorded at the end of the period are eliminated for consolidation purposes.

Internal selling prices for intersegment sales are consistent with the segment’s normal retail price offered to external parties.

There was no commission expense recognized for intersegment sales for the years ended December 31, 2024 and 2023.

(1) Expenses are adjusted to remove the impact of certain items, including interest, taxes, depreciation and amortization, certain non-cash items and other adjustments.

Management believes these do not directly reflect our core operations, and, therefore, are not included in measuring segment performance.

(2) Other segment items for each reportable segment include realized and unrealized loss on foreign exchange transactions.

(3) For the year ended December 31, 2025, stock-based compensation benefit of $3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included in the stock-based compensation line item.

(4) For the years ended December 31, 2025, 2024 and 2023, stock-based compensation benefit of $2.5 million, $1.2 million, and $0.1 million, respectively, related to forfeited stock awards in connection with restructuring actions is included on the stock-based compensation line item.

For the year ended December 31, 2025, inventory impairment of $1.7 million recorded within cost of revenue on the consolidated statements of operations is included in the restructuring costs line item.

There was no intersegment revenue during the years ended December 31, 2025 and 2024.

Adjusted EBITDA (Non-GAAP Financial Measure)

6 unchanged sentences

Interest income (11,436) (27,403)

Income tax (benefit) expense

Income tax benefit

(4,212) (1,860)

1 unchanged sentence

Acquisition contingent consideration (1)

(2,003) (3,286)

Acquisition integration costs (2)

5 unchanged sentences

Tax Receivable Agreement liability adjustment (7)

Goodwill impairment (8)

Executive leadership transition costs (8)

Impairment of goodwill and long-lived assets (9)

68,709 166,151

Property and equipment impairment (10)

Restructuring costs (11)

4 unchanged sentences

These retention payments arise from the Company’s agreements executed in connection with its acquisitions of MyChem and Alphazyme and provide incremental financial incentives, over and above recurring compensation, to ensure the employees of these companies remain present and participate in integration of the acquired businesses during the integration and knowledge transfer periods.

The Company agreed to pay certain employees of Alphazyme retention payments totaling $9.3 million as of various dates but primarily through December 31, 2025, as long as these individuals continue to be employed by the Company.

The Company agreed to pay the sellers of MyChem retention payments totaling $20.0 million as of the second anniversary of the closing of the acquisition date as long as two senior employees (who were also the sellers of MyChem) continue to be employed by TriLink.

The Company considers the payment of these retention payments as probable and is recognizing compensation expense related to these payments in the post-acquisition period ratably over the service period.

Retention payment expenses were $5.2 million (MyChem $1.8 million;

Alphazyme $3.4 million) and $11.9 million (MyChem $9.3 million;

The Company recognized compensation expense related to these payments in the post-acquisition period ratably over the service period.

Retention payment expenses were $2.7 million (Alphazyme) and $5.2 million (MyChem $1.8 million;

Alphazyme $3.4 million) for the years ended December 31, 2025 and 2024, respectively.

Retention expenses for MyChem concluded in the first quarter of 2024, and following the payments in the first quarter of 2024, there are no further retention expenses payable for MyChem.

The remaining retention accrual for Alphazyme is $3.4 million, expected to be accrued ratably each quarter through December 31, 2025, with payments expected to be made in the first quarter of 2026.

Retention expenses for Alphazyme concluded in the fourth quarter of 2025, and following the payments in the fourth quarter of 2025, there are no further retention expenses payable for Alphazyme.

There are no further cash-based retention payments planned, other than those disclosed above, for acquisitions completed as of December 31, 2025.

(3) Refers to non-cash expense associated with stock-based compensation.

(4) Refers to diligence, legal, accounting, tax and consulting fees incurred associated with acquisitions that were pursued but not consummated.

(4) Refers to diligence, legal, accounting, tax and consulting fees incurred in connection with acquisitions that were pursued but not consummated.

(5) Refers to the non-cash loss incurred on partial extinguishment of debt primarily associated with the voluntary prepayment on the Term Loan.

(6) Refers to non-cash expense associated with adjustments to the carrying value of the indemnification asset recorded in connection with the acquisition of MyChem.

(7) For the year ended December 31, 2024, refers to the adjustment of the Tax Receivable Agreement liability primarily due to changes in our estimated state apportionment and the corresponding change of our estimated state tax rate.

For the year ended December 31, 2023, refers to the adjustment of our Tax Receivable Agreement liability primarily due to remeasuring the non-current portion of the liability to zero as we no longer consider the payments under the agreement to be probable.

(8) Refers to the goodwill impairment recorded for our Nucleic Acid Production segment.

(9) Refers to restructuring costs associated with the Cost Realignment Plan, which was implemented in November 2023.

For the years ended December 31, 2024 and 2023, stock-based compensation benefit of $1.2 million and $0.1 million, respectively, related to forfeited equity awards in connection with the restructuring is included in the stock-based compensation line item.

(10) For the year ended December 31, 2024, refers to the loss on abandoned projects, severance payments, inventory step-up charges and certain other adjustments in connection with the acquisition of Alphazyme, and other non-recurring costs.

For the year ended December 31, 2023, refers to severance payments, legal settlement amounts, inventory step-up charges in connection with the acquisition of Alphazyme, certain working capital and other adjustments related to the acquisition of MyChem, and other non-recurring costs.

Operating Expenses

Operating expenses include the following for the periods presented (in thousands, except percentages):

Year Ended December 31, Percentage of Revenue

2024 2023 Year-Over-Year Change 2024 2023

Cost of revenue $ 150,876 $ 148,743 1.4 % 58.2 % 51.5 %

Selling, general and administrative 161,771 151,390 6.9 % 62.5 % 52.4 %

Research and development 19,221 17,280 11.2 % 7.4 % 6.0 %

Change in estimated fair value of contingent consideration (2,003) (3,286) (39.0) % (0.8) % (1.1) %

Goodwill impairment 166,151 — * 64.1 % — %

Restructuring (1,214) 6,466 * (0.5) % 2.2 %

Total operating expenses $ 494,802 $ 320,593 54.3 % 190.9 % 111.0 %

____________________

* Not meaningful

Cost of Revenue

Cost of revenue increased by $2.2 million from $148.7 million for the year ended December 31, 2023 to $150.9 million for the year ended December 31, 2024, or 1.4%.

The increase in cost of revenue was primarily driven by increases of $3.0 million in facility costs, $2.3 million in stock-based compensation, $1.8 million in supplies and materials, $1.6 million in depreciation expense driven by new facilities and an increase in assets placed in service during the current year, and $0.7 million related to the loss on abandoned projects.

These increases were partially offset by a decrease of $7.7 million due to lower personnel costs driven by the Cost Realignment Plan and a decrease in retention payment accruals associated with the acquisition of MyChem, which was completed and paid for during the first quarter of 2024.

Gross profit decreased by $31.9 million from $140.2 million for the year ended December 31, 2023 to $108.3 million for the year ended December 31, 2024.

The decrease in gross profit margin as a percentage of sales was primarily attributable to higher facility costs, stock-based compensation expense, supplies and materials, and depreciation expense as a percentage of sales.

Selling, General and Administrative

Selling, general and administrative expenses increased by $10.4 million from $151.4 million for the year ended December 31, 2023 to $161.8 million for the year ended December 31, 2024, or 6.9%.

The increase was primarily driven by increases of $11.4 million in stock-based compensation expense and $5.9 million in depreciation expense driven by new facilities and an increase in assets placed in service during the current year.

These were partially offset by a decrease of $6.4 million in professional service fees primarily driven by lower expenses related to merger and acquisitions and contract services, and a decrease of $1.1 million in marketing expenses.

Research and Development

Research and development expenses increased by $1.9 million from $17.3 million for the year ended December 31, 2023 to $19.2 million for the year ended December 31, 2024, or 11.2%.

The increase in expenses compared to the prior year was primarily driven by increases of $2.3 million in stock-based compensation expense, $1.3 million in professional service fees for contract services related to research and development studies, $1.0 million in supplies and materials, and $0.5 million in depreciation expense.

These were partially offset by a decrease of $3.1 million in personnel expenses primarily relating to a decrease in retention payment accruals associated with the acquisition of MyChem, which was completed and paid for during the first quarter of 2024.

Change in Estimated Fair Value of Contingent Consideration

The decrease in change in estimated fair value of contingent consideration of $2.0 million and $3.3 million for the years ended December 31, 2024 and 2023, respectively, were due to decreases in estimated fair value of the liability for the contingent payments associated with the acquisition of Alphazyme.

Goodwill Impairment

As of December 31, 2024, we revised our long-term forecast to reflect lower projected near-term revenues due to lower demand in research and discovery products within our Nucleic Acid Production business.

As a result, we recorded goodwill impairment of $154.2 million during the year ended December 31, 2024, which was the entire goodwill balance at the TriLink reporting unit.

In connection with preparing our financial statements for the year ended December 31, 2024, we tested our remaining reporting units for potential goodwill impairment in response to impairment indicators identified during our forecasting process.

These indicators included a downward revision of our long-term forecast to reflect lower projected near-term revenues due to lower demand in enzyme products within our Nucleic Acid Production business, as well as the sustained decline in stock price.

As a result, we recorded goodwill impairment of $11.9 million during the year ended December 31, 2024.

See Note 4 to our consolidated financial statements for additional information.

Restructuring

Restructuring costs (benefit) for the years ended December 31, 2024 and 2023 relate to the Cost Realignment Plan, which was implemented in November 2023.

For the year ended December 31, 2024, restructuring costs (benefit) primarily consists of the stock-based compensation benefit recognized for the forfeiture of stock awards upon the termination of certain impacted employees.

For the year ended December 31, 2023, restructuring costs include severance and other employee-related costs of $4.3 million, offset by a $0.1 million stock-based compensation benefit, facility and other exit costs of $2.0 million, and professional fees and other associated costs of $0.3 million.

Other Income (Expense)

Other income (expense) includes the following for the periods presented (in thousands, except percentages):

Year Ended December 31, Percentage of Revenue

2024 2023 Year-Over-Year Change 2024 2023

Interest expense $ (47,700) $ (45,892) 3.9 % (18.4) % (15.9) %

Interest income 27,403 27,727 (1.2) % 10.5 % 9.6 %

Loss on extinguishment of debt (3,187) — * (1.2) % — %

Change in payable to related parties pursuant to the Tax Receivable Agreement (40) 668,886 * 0.0 % 231.5 %

Other expense

(2,341) (1,337) 75.1 % (0.9) % (0.5) %

Total other (expense) income, net

$ (25,865) $ 649,384 * (10.0) % 224.7 %

____________________

* Not meaningful

Other income was $649.4 million for the year ended December 31, 2023 compared to Other expense of $25.9 million for the year ended December 31, 2024, representing a change of $675.2 million.

The overall change in Other (expense) income was primarily attributable to the prior year $668.9 million gain related to the payable to related parties pursuant to the Tax Receivable Agreement as we concluded that it was not probable that we will be able to realize the remaining tax benefits based on estimates of future taxable income.

The change is also driven by a loss on extinguishment of debt of $3.2 million primarily

driven by the write-off of pre-existing deferred financing costs as a result of the voluntary prepayment on the Term Loan, a $1.8 million increase in interest expense, and a $1.0 million increase in Other expense relating to the indemnification asset recorded in connection with the acquisition of MyChem.

Relationship with GTCR, LLC (“GTCR”)

As of December 31, 2024, investment entities affiliated with GTCR collectively controlled approximately 52% of the voting power of our common stock, which enables GTCR to control the vote of all matters submitted to a vote of our shareholders and to control the election of members of our Board of Directors and all other corporate decisions.

During the years ended December 31, 2024 and 2023, we made cash distributions of $0.5 million and $9.6 million, respectively, for tax liabilities to MLSH 1, which is controlled by investment entities affiliates with GTCR and is the only holder of LLC Units other than us and our wholly owned subsidiaries.

We are also a party to a Tax Receivable Agreement, or TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 14 to our consolidated financial statements).

(7) Refers to the adjustment of the Tax Receivable Agreement liability primarily due to changes in our estimated state apportionment and the corresponding change of our estimated state tax rate.

(8) Refers to costs associated with the Executive Leadership Transition that occurred in June 2025, including severance and legal costs.

For the year ended December 31, 2025, stock-based compensation benefit of $3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included in the stock-based compensation line item.

(9) Refers to the goodwill and intangible asset impairment recorded for our TriLink segment.

(10) Refers to non-cash charges to write-down surplus laboratory equipment to estimated fair value, less costs to sell.

(11) Refers to restructuring costs associated with the 2025 Corporate Realignment Plan and 2023 Cost Realignment Plan.

For the years ended December 31, 2025, 2024 and 2023, stock-based compensation benefit of $2.5 million, $1.2 million, and $0.1 million, respectively, related to forfeited stock awards in connection with restructuring actions is included on the stock-based compensation line item.

(12) For the year ended December 31, 2025, refers to severance payments of $1.3 million, inventory step-up charges in connection with the acquisition of Alphazyme of $1.5 million, legal costs of $0.8 million, and other non-recurring costs that are deemed to be outside of the ordinary course of business.

For the year ended December 31, 2024, refers to the loss on abandoned projects of $0.7 million, severance payments of $0.2 million, inventory step-up charges and certain other adjustments in connection with the acquisition of Alphazyme of $0.8 million, and other non-recurring costs that are deemed to be outside of the ordinary course of business.

Relationship with GTCR, LLC

As of December 31, 2025, investment entities affiliated with GTCR, LLC (“GTCR”) collectively controlled approximately 51% of the voting power of our common stock, which enables GTCR to control the vote of all matters submitted to a vote of our shareholders and to control the election of members of our Board of Directors and all other corporate decisions.

We made cash distributions of $0.5 million during the year ended December 31, 2024 for tax liabilities to MLSH 1, which is controlled by investment entities affiliated with GTCR and is the only holder of LLC Units other than us and our wholly owned subsidiaries.

We did not make any such cash distributions during the year ended December 31, 2025.

We are also a party to the TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 14 to our consolidated financial statements).

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

2 unchanged sentences

We recognize the amount of TRA payments expected to be paid within the next 12 months and classify this amount as current.

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

As of December 31, 2024, we did not have a current liability under the TRA.

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

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

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

As of December 31, 2025, there was no current liability outstanding under the TRA.

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

There have been no changes to our position as of December 31, 2025 and 2024.

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

If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the remaining TRA liability may be considered probable at that time and recorded on the consolidated balance sheet and within earnings.

We made payments of $7.3 million to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2024, of which $0.2 million is related to interest.

This determination was based on our taxable income for the year ended December 31, 2023.

We did not make any payments to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2025.

We made payments of $7.3 million to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2024, of which $0.2 million is related to interest.

3 unchanged sentences

As of December 31, 2025, we had cash and cash equivalents of $216.9 million and retained earnings of $10.1 million.

We had positive cash flow from operations of $7.5 million.

We have historically relied on revenue derived from product and services sales, and proceeds from equity and debt financings to fund our operations to date.

We have historically relied on revenue derived from product and services sales, and proceeds from equity and debt financings to fund our operations.

Our principal uses of cash have been to fund operations, acquisitions and capital expenditures, as well as make tax distributions to MLSH 1, make TRA payments to MLSH 1 and MLSH 2 and make interest payments and mandatory principal payments on our long-term debt.

We plan to utilize our existing cash on hand, together with cash generated from operations, primarily to fund our commercial and marketing activities associated with our products and services, continued research and development initiatives, and ongoing investments into our manufacturing facilities to create efficiencies and build capacity.

We believe our cash on hand, cash generated from operations and continued access to our credit facilities, will be sufficient to satisfy our cash requirements over the next 12 months and beyond.

As a result of our ownership of LLC Units in Topco LLC, the Company is subject to U.S.

federal, state and local income taxes with respect to its allocable share of any taxable income of Topco LLC and is taxed at the prevailing corporate tax rates.

In addition to tax expenses, we also will incur expenses related to our operations and we may be required to make payments under the TRA with MLSH 1 and MLSH 2.

Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of LLC Unit exchanges and the resulting amounts we are likely to pay out to LLC Unitholders of Topco LLC pursuant to the TRA.

The foregoing numbers are estimates and the actual payments could differ materially.

We expect to fund these payments using cash on hand and cash generated from operations.

We plan to utilize our existing cash on hand primarily to fund our commercial and marketing activities associated with our products and services, and continued research and development initiatives.

We believe our cash on hand and continued access to our credit facilities, will be sufficient to satisfy our cash requirements over the next 12 months and beyond.

We expect to make cash payments of approximately $2.2 million using existing cash on hand, primarily through the first half of 2026, for restructuring costs associated with the 2025 Corporate Realignment Plan.

As a result of our ownership of LLC Units, the Company is subject to U.S.

federal, state and local income taxes with respect to its allocable share of any taxable income of Topco LLC and is taxed at prevailing corporate tax rates.

In addition to tax expenses, we also incur expenses related to our operations, and we may be required to make payments under the TRA with MLSH 1 and MLSH 2.

We expect to fund these payments, if any, using cash on hand and cash generated from operations.

We do not expect any probable future payments under the TRA relating to the purchase by the Company of LLC Units from MLSH 1 and the corresponding tax attributes.

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

This determination was based on our taxable income for the year ended December 31, 2025.

During the years ended December 31, 2025 and 2024, we determined that making a payment under the non-current portion of the TRA was not probable under Accounting Standards Codification 450 - Contingencies since a valuation allowance has been recorded against our deferred tax assets, and we do not believe we will generate sufficient future taxable income to utilize related tax benefits and result in a payment under the TRA.

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We expect to fund these payments using cash on hand and cash generated from operations.

As a result of a change of control, material breach, or our election to terminate the TRA early, (1) we could be required to make cash payments to MLSH 1 and MLSH 2 that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the TRA, and (2) we will be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the TRA, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits.

As a result of a change of control, material breach, or our election to terminate the TRA early, we could be required to make certain and immediate cash payments to MLSH 1 and MLSH 2.

In these situations, our obligations under the TRA could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control.

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In addition to payments to be made under the TRA, we are also required to make tax distributions to MLSH 1 pursuant to the LLC Operating Agreement for the portion of income passing through to them from Topco LLC.

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

We did not make any cash distributions during the year ended December 31, 2025.

We made cash distributions of $0.5 million during the year ended December 31, 2024 for tax liabilities to MLSH 1 under the LLC Operating Agreement.

Credit Agreement

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

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

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

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

There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2025.

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

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

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

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

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

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

As a result of the prepayment, the Company recorded a loss on partial extinguishment of debt of $3.0 million related to the write-off of pre-existing deferred financing costs.

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

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

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

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

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

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

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

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

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

acquisitions or other investments and make changes to the nature of the business.

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

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We are a party to the TRA with MLSH 1 and MLSH 2.

The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85% of the amount of certain tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the Organizational Transactions, IPO and any subsequent purchases or exchanges of LLC Units of Topco LLC.

We recognize the amount of TRA payments expected to be paid within the next 12 months and classify this amount as current.

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

As of December 31, 2025, we did not have a current liability under the TRA.

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

We may record additional liabilities under the TRA when LLC Units are exchanged in the future and as our estimates of the future utilization of the Tax Attributes, net operating losses and other tax benefits change.

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Generally, any late payments will continue to accrue interest at LIBOR (or a Replacement Rate, as applicable) plus 500 basis points until such payments are made.

Given the cessation of LIBOR, we transitioned to SOFR as the applicable Replacement Rate as allowable under the TRA.

Given the cessation of LIBOR, we transitioned to the Secured Overnight Financing Rate ("SOFR") as the applicable Replacement Rate as allowable under the TRA.

The payment obligations under the TRA are obligations of Maravai LifeSciences Holdings, Inc.

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We anticipate funding ordinary course payments under the TRA from cash flow from operations of Topco LLC and its subsidiaries, available cash and/or available borrowings under the Credit Agreement.

During the year ended December 31, 2023, we determined that making a payment under the non-current portion of the TRA was not probable under Accounting Standards Codification 450 - Contingencies as a result of a valuation allowance having been recorded against our deferred tax assets, and therefore, that it is more likely than not that we will not generate sufficient

future taxable income to utilize related tax benefits that would result in a payment under the TRA.

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

If we had determined that making a payment under the TRA and generating sufficient future taxable income was probable, we would have also recorded a liability pursuant to the TRA, net of current portion, of approximately $683.8 million in the consolidated balance sheet.

The following table summarizes our cash flows for the periods presented (in thousands):

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Financing activities (16,499) (235,712)

Effects of exchange rate changes on cash (32) —

Net decrease in cash and cash equivalents

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Operating Activities

Net cash provided by operating activities for the year ended December 31, 2024 was $7.5 million, which was primarily attributable to non-cash depreciation and amortization of $48.4 million, non-cash amortization of operating lease right-of-use assets of $8.5 million, non-cash amortization of deferred financing costs of $2.9 million, non-cash stock-based compensation of $49.4 million, non-cash loss on extinguishment of debt of $3.2 million, non-cash goodwill impairment of $166.2 million, and non-cash acquisition related tax adjustment of $2.3 million.

These were partially offset by a net loss of $259.6 million, net cash outflow from the change in our operating assets and liabilities of $12.6 million, and non-cash gain on the change in estimated fair value of contingent consideration of $2.0 million.

Net cash used in operating activities for the year ended December 31, 2025 was $57.6 million, which was primarily attributable to a net loss of $230.8 million and a net cash outflow from the change in our operating assets and liabilities of $8.0 million.

These were partially offset by non-cash impairment of $84.6 million, non-cash depreciation and amortization of $51.5 million, non-cash stock-based compensation of $30.2 million, non-cash amortization of operating lease right-of-use assets of $9.0 million, non-cash acquisition related tax adjustment of $4.1 million, and non-cash amortization of deferred financing costs of $1.7 million.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2024 was $24.3 million, which was primarily comprised of cash outflows of $29.7 million for property and equipment purchases, offset by proceeds from government assistance allocated to property and equipment of $7.1 million, and cash outflows of $1.5 million for the purchase of technology.

Net cash used in investing activities for the year ended December 31, 2025 was $31.4 million, which was primarily comprised of cash outflows of $13.1 million for property and equipment purchases, offset by proceeds from government assistance allocated to property and equipment of $0.7 million, net cash consideration paid for the acquisition of assets from Molecular of $8.9 million and acquisition of Officinae of $10.1 million.

Financing Activities

Net cash used in financing activities for the year ended December 31, 2024 was $235.7 million, which was primarily attributable to $234.4 million of principal repayments of long-term debt, which included the voluntary principal prepayment on the Term Loan.

This was also driven by $7.1 million of payments to MLSH 1 and MLSH 2 pursuant to the TRA, $2.1 million of tax payments for shares withheld under employee equity plans, net of proceeds from the issuance of shares of our Class A common stock, $1.2 million of payments for financing costs incurred for long-term debt, $0.6 million of payments of finance lease liabilities, and $0.5 million of cash distributions for tax liabilities to MLSH 1, as required pursuant to the terms of the LLC Operating Agreement.

These were partially offset by proceeds from interest rate cap agreement of $9.3 million.

Net cash used in financing activities for the year ended December 31, 2025 was $16.5 million, which was primarily attributable to $5.4 million of principal repayments of long-term debt, $4.9 million of tax payments related to shares withheld under employee equity plans, net of proceeds from the issuance of shares of our Class A common stock, $4.8 million paid to the sellers of Officinae for the Milestone Consideration, the $2.0 million holdback amount paid to the Molecular sellers, and $0.8 million of payments of finance lease liabilities.

These were partially offset by proceeds from the interest rate cap agreement of $1.4 million.

Capital Expenditures

We define capital expenditures as:

Effective December 31, 2025, we refined our definition of capital expenditures to include:

(i) purchases of property and equipment which are included in cash flows from investing activities, offset by government funding received;

and (ii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, offset by government funding received.

(ii) the change in property and equipment included in accounts payable and accrued expenses and (iii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, offset by government funding received.

Capital expenditures for the year ended December 31, 2025 totaled $13.5 million, which is net of government funding of $0.7 million.

Capital expenditures for the year ending December 31, 2025 are projected to be in the range of $15.0 million to $20.0 million, of which $10.0 million relates to the expansion of our enzyme manufacturing capabilities.

Capital expenditures for the year ending December 31, 2026 are projected to be in the range of $4.0 million to $6.0 million.

Contractual Obligations and Commitments

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294,240 5,440 288,800 — —

Unconditional purchase obligations (4)

1,897 1,504 178 178 37

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(4) Represents firm purchase commitments to our suppliers.

See Note 9 to our consolidated financial statements for additional information.

Cash distributions for owner tax liabilities are required under the terms of the Topco LLC Agreement.

As of December 31, 2024, we have made tax distributions equal to the estimated obligation due for 2024.

Cash distributions for owner tax liabilities are required under the terms of the LLC Operating Agreement.

See Note 14 to our consolidated financial statements for additional information regarding tax distributions.

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

The mandatory prepayment shall be reduced to 25% or 0% of the calculated excess cash flow if the first lien net leverage ratio was equal to or less than 4.75:1.00 or 4.25:1.00, respectively;

however, no prepayment shall be required to the extent excess cash flow calculated for the respective period is equal to or less than $10.0 million.

As of December 31, 2024, our first lien net leverage ratio was less than 4.25:1.00.

In connection with our acquisition of Alphazyme, which was completed in January 2023, we were initially required to make contingent payments of up to $75.0 million to the sellers of Alphazyme dependent upon Alphazyme meeting or exceeding defined revenue targets during each of the fiscal years 2023 through 2025.

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

Consequently, no payments for contingent consideration were made to the sellers of Alphazyme in 2024 and 2025, respectively.

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

We may also be required to make certain retention payments of $9.3 million, of which $6.6 million is accrued as of December 31, 2024, to its sellers and certain employees as of various dates but primarily through December 31, 2025 as long as these individuals continue to be employed by the Company.

We cannot, at this time, determine when or if the related targets will be achieved or whether the events triggering the commencement of payment obligations will occur.

Therefore, such payments were not included in the table above.

See Notes 2 and 5 to our consolidated financial statements for additional details.

Critical Accounting Estimates

We have prepared our consolidated financial statements in accordance with GAAP.

We have prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures in the consolidated financial statements.

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We believe the following discussion addresses our most critical accounting estimates used in the preparation of our consolidated financial statements, which require subjective and complex judgments.

We evaluate goodwill at the reporting unit level on an annual basis and on an interim basis if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value.

Such indicators could include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate, operational performance of the business or loss of key personnel.

We perform our annual impairment test in the fourth quarter.

We first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill.

If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, management performs a quantitative goodwill impairment test.

If the carrying value of a reporting unit exceeds its estimated fair value, an impairment loss will be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.

We revised our long-term forecast to reflect lower projected near-term revenues due to lower demand in research and discovery products within our Nucleic Acid Production business.

As such, we performed a quantitative goodwill impairment test and compared our reporting units’ fair values to their respective carrying values to determine whether goodwill was impaired.

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

The income approach utilizes a discounted cash flow model, incorporating both internal estimates and market-based data, while the market approach utilizes comparable company information.

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

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

These assumptions were formulated with consideration of prevailing market conditions and anticipated developments, including new product and service initiatives, competitive dynamics, and broader economic factors.

The result of the quantitative analysis indicated that the fair value of the TriLink reporting unit did not exceed its carrying value and consequently resulted in a $154.2 million impairment charge, which was the entire goodwill balance at the TriLink reporting unit.

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

As a result, the Company conducted a quantitative goodwill impairment test for the Alphazyme reporting unit using the same methodology described above for TriLink, including the use of the following significant assumptions:

discount rates, projected revenue, revenue growth rates (including terminal growth rates) and EBITDA margins.

The selected discount rate was 28.5%, which was determined using a weighted average cost of capital specific to the Alphazyme reporting unit and other market and industry data.

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

The result of the quantitative analysis indicated that the fair value of the Alphazyme reporting unit did not exceed its carrying value, and as a result, we recorded goodwill impairment of $11.9 million during the year ended December 31, 2024.

The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for the two reporting units not impaired, ranged from approximately 88% to approximately 275%.

In order to evaluate the sensitivity of the fair value calculations used in the goodwill impairment test, we applied a hypothetical 10% decrease to the fair values of each reporting unit and compared those hypothetical values to the reporting unit carrying values.

Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for the two reporting units not impaired, ranged from approximately 69% to approximately 238%.

However, to the extent that we continue to experience declines in financial performance or experience other impairment indicators, such as industry and market considerations, or that the fair values of our reporting units are less than their carrying values, there could be a risk of goodwill impairment of our reporting units in future periods.

In connection with preparing our financial statements for the first and second quarters of 2025, we performed quantitative impairment tests on the TriLink BioTechnologies and Alphazyme reporting units, respectively, in response to impairment

indicators identified during the respective periods.

We performed the impairment tests using a combination of the income and the market approach to determine whether the fair value of the reporting units were less than their respective carrying values.

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

The significant assumptions in the discounted cash flow models included, but are not limited to, discount rates, revenue projections and EBITDA margins.

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

The results of the quantitative analysis indicated that the fair value of the reporting units did not exceed their respective carrying values, and as a result, we recorded goodwill impairment of $12.4 million and $30.4 million, during the first and second quarters of 2025, respectively.

Recoverability and Impairment of Long-Lived Assets

As such, we performed a recoverability test for our Alphazyme asset group, which indicated that the carrying value exceeded the recoverable amount, requiring us to determine the fair value of the asset group using a weighted discounted cash flow and market approach model.

The significant assumptions in the discounted cash flow model included, but are not limited to, discount rate, revenue projections, and EBITDA margins.

Based on the results of the valuation, the Company recorded an impairment to intangible assets within the asset group of $25.8 million on the consolidated statements of operations.

Recognition of Intangible Assets as Part of a Business Combination

We account for our business combinations using the acquisition method of accounting which requires that the assets acquired and liabilities assumed of acquired businesses be recorded at their respective fair values at the date of acquisition.

The purchase price, which includes the fair value of consideration transferred, is attributed to the fair value of the assets acquired and

liabilities assumed.

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

Determining the fair value of intangible assets acquired requires management to use significant judgment and estimates, including the selection of valuation methodologies, assumptions about future net cash flows, discount rates and market participants.

Each of these factors can significantly affect the value attributed to the identifiable intangible asset acquired in a business combination.

Determining the fair value of intangible assets acquired requires management to use significant judgment and estimates.

We generally utilize a discounted cash flow method under the income approach to estimate the fair value of identifiable intangible assets acquired in a business combination.

For the acquisitions of Alphazyme, LLC and MyChem, LLC, the estimated fair values of the developed technology intangible assets were based on the multi-period excess earnings method.

For the acquisition of assets from Molecular and acquisition of Officinae, the estimated fair values of the developed technology intangible assets were based on the multi-period excess earnings method.

The estimated fair values were developed by discounting future net cash flows to their present value at market-based rates of return.

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What changed 10-K

Item 7. Management’s Discussion and Analysis