What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-03-18 · 490 added, 828 removed, 981 unchanged (57% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Stockholders’ Equity

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Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Maravai LifeSciences Holdings, Inc.

and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Impairment of Intangible Assets — Refer to Notes 1 and 4 to the Financial Statements

Critical Audit Matter Description

The Company evaluated the recoverability of long-lived assets in response to impairment indicators identified during their forecast process.

A recoverability test was performed for the Alphazyme asset group (“the asset group”), which indicated that the carrying value exceeded the recoverable amount, requiring the Company to determine the fair value of the asset group.

Management determined 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 include the discount rate, revenue projections , and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins.

Changes in these assumptions could have a significant impact on the fair value of the asset group and the amount of any impairment charge.

As a result of the valuation, the Company recognized impairment of $25.8 million within impairment of goodwill and intangible assets on the consolidated statements of operations.

We identified the valuation of the asset group as a critical audit matter because of the significant judgments and assumptions management makes in estimating the fair value.

This required an increased extent of effort when performing audit procedures to evaluate the reasonableness of management's assumptions including the discount rate, revenue projections and EBITDA margins.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the fair value of the asset group included the following, among others:

• We tested the effectiveness of controls over management's impairment evaluation, which includes management’s review of the discount rate, revenue projections and EBITDA margins.

• We evaluated the reasonableness of management's forecasts by comparing revenue projections and EBITDA margins to:

◦ The Company's business strategies and growth plans;

◦ Historical results and trends;

◦ Industry reports.

• With the assistance of our fair value specialists, we evaluated the valuation methodologies and the discount rate used in determining the present value of the expected cash flows by developing independent estimates and comparing those to the rate selected by management.

/s/ Deloitte & Touche LLP

San Diego, CA

February 26, 2026

We have served as the Company’s auditor since 2025.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Maravai LifeSciences Holdings, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of Maravai LifeSciences Holdings, Inc.

(the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

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

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

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

Alphazyme Goodwill Impairment Assessment

Description of the Matter

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

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

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

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

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

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

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

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

How We Addressed the Matter in Our Audit

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

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

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

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

Revenue with distributors

Description of the Matter

During the year ended December 31, 2024, the Company’s revenues were $259.2 million, of which a portion relates to products sold to distributors.

Its distributor customers resell the products to end users.

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

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

How We Addressed the Matter in Our Audit

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

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

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

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

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2016.

We served as the Company's auditor from 2016 to 2025.

San Mateo, California

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Accrued expenses and other current liabilities 36,567 39,574

Deferred revenue 2,375 3,360

Current portion of payable to related parties pursuant to the Tax Receivable Agreement — 7,069

Current portion of long-term debt 5,440 5,440

Current portion of finance lease liabilities 792 633

Total current liabilities 44,917 56,971

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145,324 and 141,976 shares issued and outstanding as of December 31, 2025 and 2024, respectively

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

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

Class B common stock, $ 0.01 par value - 256,856 shares authorized;

110,684 shares issued and outstanding as of December 31, 2025 and 2024

Additional paid-in capital 199,177 181,874

Retained earnings 10,118 140,891

Accumulated other comprehensive income 524 —

Total stockholders’ equity attributable to Maravai LifeSciences Holdings, Inc.

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Revenue $ 185,743 $ 259,185 $ 288,945

Operating expenses:

Cost of revenue 151,753 150,876 148,743

33,990 108,309 140,202

Operating expenses:

Selling, general and administrative 145,118 161,771 151,390

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Change in estimated fair value of contingent consideration 200 ( 2,003 ) ( 3,286 )

Goodwill impairment

Impairment of goodwill and long-lived assets

68,709 166,151 —

Restructuring

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Total operating expenses 249,256 343,926 171,850

(Loss) income from operations ( 235,617 ) ( 31,648 ) 574,216

Loss from operations

( 215,266 ) ( 235,617 ) ( 31,648 )

Other income (expense):

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( 4,212 ) ( 1,860 ) 756,111

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

Net (loss) income attributable to non-controlling interests ( 114,776 ) ( 19,346 ) 270,458

Net (loss) income attributable to Maravai LifeSciences Holdings, Inc.

( 230,762 ) ( 259,622 ) ( 138,375 )

Net (loss) income per Class A common share attributable to Maravai LifeSciences Holdings, Inc.:

Basic $ ( 1.05 ) $ ( 0.90 ) $ 1.67

Diluted $ ( 1.05 ) $ ( 0.90 ) $ 1.67

Weighted average number of Class A common shares outstanding:

Basic 137,906 131,919 131,545

Diluted 137,906 131,919 255,323

Net loss attributable to non-controlling interests

( 99,989 ) ( 114,776 ) ( 19,346 )

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 130,773 ) $ ( 144,846 ) $ ( 119,029 )

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted $ ( 0.90 ) $ ( 1.05 ) $ ( 0.90 )

Weighted average number of Class A common shares outstanding, basic and diluted 144,360 137,906 131,919

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

MARAVAI LIFESCIENCES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

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2025 2024 2023

Net (loss) income

$ ( 230,762 ) $ ( 259,622 ) $ ( 138,375 )

Comprehensive (loss) income attributable to non-controlling interests

Other comprehensive income:

Foreign currency translation adjustments 924 — —

Total other comprehensive loss

( 229,838 ) ( 259,622 ) ( 138,375 )

Total comprehensive (loss) income attributable to Maravai LifeSciences Holdings, Inc.

Comprehensive loss attributable to non-controlling interests

( 99,589 ) ( 114,776 ) ( 19,346 )

Total comprehensive loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 130,249 ) $ ( 144,846 ) $ ( 119,029 )

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

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Class A Common Stock Class B Common Stock

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

Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income

Non-controlling Interest Total Stockholders’ Equity

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

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

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

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Stock-based compensation — — — — 18,167 — — 16,421 34,588

— — — — 9,623 — 9,047 18,670

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

Impact of change to deferred tax asset associated with cash contribution to Topco LLC — — — — ( 3,028 ) — — — ( 3,028 )

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

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

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

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

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

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

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

— — — — 18,167 — 16,421 34,588

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

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

— — — — ( 3,028 ) — — ( 3,028 )

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

December 31, 2024 141,976 1,420 110,684 1,107 181,874 140,891 — 251,917 577,209

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

Issuance of Class A common stock under employee equity plans, net of shares withheld for employee taxes 3,348 33 — — ( 4,877 ) — — — ( 4,844 )

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Stock-based compensation — — — — 17,074 — — 13,100 30,174

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

Refund for tax liabilities from non-controlling interest holder

— — — — — — — 10 10

Net loss — — — — — ( 130,773 ) — ( 99,989 ) ( 230,762 )

Foreign currency translation adjustment — — — — — — 524 400 924

December 31, 2025 145,324 $ 1,453 110,684 $ 1,107 $ 199,177 $ 10,118 $ 524 $ 160,332 $ 372,711

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Operating activities:

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

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net loss $ ( 230,762 ) $ ( 259,622 ) $ ( 138,375 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation 23,558 20,852 12,898

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Amortization of operating lease right-of-use assets 8,963 8,482 8,527

8,482 8,527 6,268

Amortization of deferred financing costs 1,654 2,896 2,929

Stock-based compensation expense 30,174 49,415 34,588

49,415 34,588 18,670

Loss on extinguishment of debt — 3,187 —

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

Goodwill impairment 166,151 — —

84,597 166,151 —

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

Acquisition related tax adjustment 4,082 2,306 1,293

2,306 1,293 349

Other 212 833 ( 3,606 )

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Inventory 7,999 377 649

Prepaid expenses and other current and noncurrent assets

Prepaid expenses and other current assets

1,626 1,813 7,275

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Accrued expenses and other current liabilities ( 4,626 ) ( 23,740 ) 15,358

Deferred revenue ( 986 ) 250 ( 7,123 )

Other long-term liabilities ( 18,631 ) ( 6,299 ) ( 15,978 )

Net cash provided by operating activities 7,465 126,224 535,977

Net cash (used in) provided by operating activities ( 57,573 ) 7,465 126,224

Investing activities:

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

Acquisition deposit

Cash paid for acquisitions of a business, net of cash acquired ( 18,990 ) — ( 69,622 )

Purchases of property and equipment ( 13,149 ) ( 29,658 ) ( 65,553 )

Proceeds from government assistance allocated to property and equipment 734 7,142 12,865

7,142 12,865 1,105

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

Purchase of technology

Other investing activities, net

— ( 1,800 ) —

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

Net cash used in investing activities ( 31,405 ) ( 24,316 ) ( 122,310 )

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

Financing activities:

Distributions to non-controlling interests holders ( 494 ) ( 9,607 ) ( 150,206 )

Proceeds from borrowings of long-term debt, net of discount 953 — 8,455

Refunds (distributions) for tax liabilities to non-controlling interests holder

10 ( 494 ) ( 9,607 )

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

Financing costs paid to acquire long-term debt — ( 1,241 ) —

( 1,241 ) — —

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

Proceeds from interest rate cap agreement 1,375 9,287 6,168

Payments of acquisition related contingent consideration and consideration holdback ( 6,800 ) — ( 9,706 )

Payments pursuant to the Tax Receivable Agreement

— ( 7,109 ) ( 42,153 )

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

Payments to MLSH 1 pursuant to the Tax Receivable Agreement ( 6,014 ) ( 35,661 ) ( 29,108 )

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

Year Ended December 31,

Other financing activities, net

( 5,644 ) ( 1,762 ) ( 352 )

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

Net cash used in financing activities ( 16,499 ) ( 235,712 ) ( 61,090 )

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

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

Effects of exchange rate changes on cash ( 32 ) — —

Net decrease in cash and cash equivalents ( 105,509 ) ( 252,563 ) ( 57,176 )

Cash and cash equivalents, beginning of period 322,399 574,962 632,138

Year Ended December 31,

2025 2024 2023

Cash and cash equivalents, end of period $ 216,890 $ 322,399 $ 574,962

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Cash paid for interest $ 24,976 $ 50,973 $ 44,256

Cash paid (refunded) for income taxes, net

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

Cash (refunded) paid for income taxes, net $ ( 555 ) $ 670 $ ( 2,987 )

Supplemental disclosures of non-cash activities:

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

$ — $ 32,862 $ —

Right-of-use assets obtained in exchange for operating lease liabilities $ 463 $ 1,287 $ 3,931

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

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

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

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

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(the “Company”, and together with its consolidated subsidiaries, “Maravai”, “we”, “us”, and “our”) provides critical products to enable the development of drugs, therapeutics, diagnostics, vaccines and support research on human diseases.

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.

Our products address the key phases of biopharmaceutical development and include complex nucleic acids for therapeutic and diagnostic applications and immunoassay, qPCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products.

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

Nucleic Acid Production and Biologics Safety Testing.

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

Our core Nucleic Acid Production offerings include messenger ribonucleic acid (“mRNA”), long and short oligonucleotides, our proprietary CleanCap® capping technology and oligonucleotide building blocks, and custom enzyme development and manufacturing.

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

TriLink and Cygnus.

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

Our core TriLink offerings include messenger ribonucleic acid (“mRNA”), our proprietary CleanCap® capping and ModTail™ poly(A) tail modification technologies, long and short oligonucleotides, our oligonucleotide building blocks, and custom enzyme development and manufacturing.

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

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

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

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

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

Basis of Presentation

The Company operates and controls all of the business and affairs of Topco LLC, and, through Topco LLC and its subsidiaries, conducts its business.

Because we manage and operate the business and control the strategic decisions and day-to-day operations of Topco LLC and also have a substantial financial interest in Topco LLC, we consolidate the financial results of Topco LLC, and a portion of our net (loss) income is allocated to the non-controlling interests in Topco LLC held by MLSH 1.

Because we manage and operate the business and control the strategic decisions and day-to-day operations of Topco LLC and also have a substantial financial interest in Topco LLC, we consolidate the financial results of Topco LLC, and a portion of our net loss is allocated to the non-controlling interests in Topco LLC held by MLSH 1.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.

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Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires the Company to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue and expenses, and related disclosures.

The preparation of consolidated financial statements in accordance with GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue and expenses, and related disclosures.

These estimates form the basis for judgments the Company makes about the carrying values of assets and liabilities that are not readily apparent from other sources.

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

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

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

Actual results could differ materially from those estimates.

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

Revenue is recognized when control of promised goods or services is transferred to a customer or distributor in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Distributors are the principal in all sales transactions with its customers.

To determine revenue recognition for its arrangements with customers, the Company performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Generally, payments from customers are due when goods and services are transferred.

The Company’s revenue is predominantly recognized at a single point in time, generally upon transferring control to the customer or distributor.

Distributors are the principal in all sales transactions with their customers.

Revenue from contracts for certain custom nucleic acid products and custom antibody development contracts with an enforceable right to payment is recognized over time, using a cost-to-cost input method over the period of manufacture.

The majority of the Company’s contracts include only one performance obligation.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account for revenue recognition.

The Company also recognizes revenue from other contracts that may include a combination of products and services, the provision of solely services, or from license fee arrangements which may be associated with the delivery of product.

Where there is a combination of products and services, the Company accounts for the promises as individual performance obligations if they are concluded to be distinct.

Performance obligations are considered distinct if they are both capable of being distinct and distinct within the context of the contract.

In determining whether performance obligations meet the criteria for being distinct, the Company considers a number of factors, such as the degree of interrelation and interdependence between obligations, and whether or not the good or service significantly modifies or transforms another good or service in the contract.

Contracts with customers may contain multiple performance obligations.

For such arrangements, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis.

As a practical expedient, we do not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

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

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

Nucleic Acid Production

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

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

Contracts typically consist of a single performance obligation.

We also sell nucleic acid products for labeling and detecting proteins in cells and tissue samples research.

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

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

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

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

Biologics Safety Testing

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

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

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

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

Custom antibody development contracts consist of a single performance obligation, typically with an enforceable right to payment and a reasonable margin for work performed to date.

Revenue is recognized over time based on a cost-to-cost input method over the contract term.

Where an enforceable right to payment does not exist, revenue is recognized at a point in time when control is transferred to the customer.

Assay development service contracts consist of a single performance obligation, revenue is recognized at a point in time when a successful antigen test and report is provided to the customer.

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

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

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

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

The Company’s unfulfilled performance obligations for contracts with an original length greater than one year were immaterial for each period presented.

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

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

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

The transaction price for product sales is calculated at the contracted product selling price.

The transaction price for a contract with multiple performance obligations is allocated to the separate performance obligations on a relative standalone selling price basis.

Standalone selling prices for products are determined based on the prices charged to customers, which are directly observable.

Standalone selling price of services are mostly based on time and materials.

Generally, payments from customers are due when goods and services are transferred.

As most contracts contain a single performance obligation, the transaction price is representative of the standalone selling price charged to customers.

Revenue is recognized only to the extent that it is probable that a significant reversal of the cumulative amount recognized will not occur in future periods.

Variable consideration has not been material to our consolidated financial statements.

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Accordingly, revenue for shipping and handling is recognized at the same time that the related product revenue is recognized.

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

Shipping and handling charges were approxima te ly $ 4.3 million, $ 4.1 million and $ 3.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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

Contract costs

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These costs are included in sales and marketing and general and administrative expenses.

The costs to fulfill the contracts are determined to be immaterial and are recognized as an expense when incurred.

The costs to fulfill the contracts are determined to be immaterial.

Contract balances

Contract assets are generated when contractual billing schedules differ from revenue recognition timing and the Company records contract receivable when it has an unconditional right to consideration.

Contract assets are generated when contractual billing schedules differ from revenue recognition timing, and the Company records contract receivables when it has an unconditional right to consideration.

There were no contract asset balances as of December 31, 2025 or 2024.

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

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

Deferred revenue, which is also included in accrued expenses and other current liabilities, is recorded when the Company has unsatisfied performance obligations.

Total contract liabilities were $ 3.0 million and $ 3.3 million as of December 31, 2025 and 2024, respectively.

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During the year ended December 31, 2025, the Company recognized $ 2.0 million of revenue that was included in the contract liabilities balance of $ 3.3 million a s of December 31, 2024.

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

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

Disaggregation of Revenue

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Year Ended December 31, 2025

Nucleic Acid Production Biologics Safety Testing Total

TriLink Cygnus Total

North America $ 85,225 $ 27,152 $ 112,377

Europe, the Middle East and Africa 26,446 15,609 42,055

Asia Pacific 19,486 21,988 41,474

Europe, the Middle East and Africa 14,798 16,123 30,921

Latin and Central America 278 693 971

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Year Ended December 31, 2024

Nucleic Acid Production Biologics Safety Testing Total

North America $ 100,367 $ 26,723 $ 127,090

Europe, the Middle East and Africa 34,390 15,532 49,922

Asia Pacific 69,322 20,056 89,378

Europe, the Middle East and Africa 26,446 15,609 42,055

Latin and Central America 210 452 662

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Year Ended December 31, 2023

Nucleic Acid Production Biologics Safety Testing Total

North America $ 114,459 $ 26,596 $ 141,055

Europe, the Middle East and Africa 415,298 17,628 432,926

Asia Pacific 75,716 21,725 97,441

Europe, the Middle East and Africa 34,390 15,532 49,922

Latin and Central America 204 323 527

Total revenue $ 224,769 $ 64,176 $ 288,945

Total revenue is attributed to geographic regions based on the bill-to location of the transaction.

For all periods presented, the majority of our revenue was recognized at a point in time.

Shipping and Handling Costs

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

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

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

Revenue attributed to United States customers was $ 110.9 million, $ 123.7 million and $ 137.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Total revenue is attributed to geographic regions based on the country in which our customers are located or the bill-to location of the transaction.

Research and Development

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R&D costs are expensed as incurred.

Payments made prior to the receipt of goods or services to be used in R&D are recognized as prepaid assets until the goods are received or services are rendered.

Advertising Costs

The Company expenses advertising costs as incurred.

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

Advertising costs incurred were approximately $ 4.2 million, $ 3.5 million and $ 2.9 million during the years ended December 31, 2025, 2024 and 2023, respectively.

Restructuring Costs

Restructuring costs relate to a cost realignment plan implemented by the Company in November 2023 to optimize business operations and match them to current market conditions.

Restructuring costs are comprised of severance and other employee-related costs, facility and other exit costs, professional fees and other restructuring costs.

Restructuring costs are comprised of severance and other employee-related costs, asset impairments, and professional fees.

Employee separation costs principally consist of one-time termination benefits and other post-employment benefits.

One-time termination benefits are expensed at the date the entity notifies the employee, unless the employee must provide future service, in which case the benefits are expensed over the future service period.

One-time termination benefits are expensed at the date the Company notifies the employee, unless the employee is required to provide future service as a condition to receiving the benefits, in which case the benefits are expensed over the future service period.

Other post-employment benefits are expensed when the obligation is probable and the benefit amounts are estimable.

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Stock-Based Compensation

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

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

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

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The fair value of restricted stock units (“RSUs”) is determined based on the number of shares granted and the quoted market price of the Company’s Class A common stock on the date of grant.

For performance stock units (“PSUs”) which are subject to service and market conditions, compensation expense is measured based on the fair value of the award on the date of grant and expense is recognized on a straight-line basis over the requisite service period regardless if the market condition is satisfied.

If the grantee is terminated prior to meeting both conditions, any previously recognized expense is reversed.

For performance stock units (“PSUs”) which are subject to service and market conditions, compensation expense is measured based on the fair value of the award on the date of grant, and expense is recognized on a straight-line basis over the requisite service period, regardless of whether the market condition is ultimately satisfied.

If the grantee is terminated prior to meeting the requisite service conditions, any previously recognized expense is reversed.

The Company estimates the fair value of PSUs using the Monte Carlo simulation model.

The assumptions used in estimating the fair value of these awards, such as expected term, volatility and risk-free interest rate, represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

For PSUs which are subject to a performance condition, compensation expense is recognized on a straight-line basis over the requisite service period when the achievement of such performance condition is determined probable, and upon achieving such performance condition that was not previously considered as probable, records a cumulative catch-up adjustment to reflect the portion of the grantee’s requisite service that has been provided to date.

If a performance condition is not determined probable or is not met, no compensation expense is recognized, and any previously recognized expense is reversed.

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

We are subject to U.S.

federal and state income taxes.

We are the controlling member of Topco LLC, which has been, and will continue to be, treated as a partnership for U.S.

We are the controlling member of Topco LLC, which is treated as a partnership for U.S.

federal and state income tax purposes.

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

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

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

As required by U.S.

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Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year.

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards.

carryforwards.

We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences.

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

We reduce the

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

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

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

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The current portion, if any, of the liability is the amount estimated to be paid within one year of the consolidated balance sheet date.

For purposes of estimating the value of the payable to related parties for the TRA, the tax benefit deemed realized by us and payable to MLSH 1 and MLSH 2 is computed by taking 85 % of the difference of between our undiscounted forecasted cash income tax liability over the term of benefit of the Tax Attributes and the forecasted amount of such taxes that we would have been required to pay had there been no Tax Attributes.

For purposes of estimating the value of the payable to related parties for the TRA, the tax benefit deemed realized by us and payable to MLSH 1 and MLSH 2 is computed by taking 85 % of the difference between our undiscounted forecasted cash income tax liability over the term of benefit of the Tax Attributes and the forecasted amount of such taxes that we would have been required to pay had there been no Tax Attributes.

The TRA applies to each of our taxable years, beginning with the taxable year that the TRA is entered into.

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

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

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.

We are the sole managing member of Topco LLC.

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

Therefore, we report non-controlling interests based on the percentage of LLC Units of Topco LLC held by MLSH 1 on our consolidated balance sheet as of December 31, 2025.

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

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

stock in such public offering or private sale).

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

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

Payments pursuant to Topco LLC Operating Agreement

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

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

Topco LLC is subject to an operating agreement put in place at the date of the Organizational Transactions (the “LLC Operating Agreement”).

The LLC Operating Agreement includes a provision requiring cash distributions enabling its owners, including MLSH 1, to pay their taxes on income passing through from Topco LLC.

No such cash distributions were made to MLSH 1 during the year ended December 31, 2025.

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

Segment Information

The Company operates in two reportable segments.

The Company has two reportable segments, which are the same as its operating segments.

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

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

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

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

Cash and Cash Equivalents

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

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

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

The allowance for credit losses was $ 0.8 million and $ 1.2 million as of December 31, 2025 and 2024, respectively.

Write-offs of accounts receivable were not significant during the years ended December 31, 2025 and 2023.

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

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

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

The Company’s

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

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

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation.

Property and equipment are stated at cost, less accumulated depreciation and impairment losses, if any.

Depreciation is computed using the straight-line method over the following estimated useful lives:

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When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in the results of operations.

The Company records certain government grants earned related to capital projects as a reduction to property and equipment.

Goodwill represents the excess of consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination.

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

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

Intangible Assets

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

If the assets are determined to be

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

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

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

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

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

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

The Company first identifies the acquiring entity by determining if the target is a legal entity or a group of assets or liabilities.

The Company first identifies the acquired entity by determining if the target is a legal entity or a group of assets or liabilities.

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

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Contingent consideration liabilities are recognized at their estimated fair value on the acquisition date.

Contingent consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, as subsequent settlement is recorded within stockholders’ equity.

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

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

acquiree is recorded as goodwill.

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

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

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Transaction costs directly attributable to acquired businesses are expensed as incurred.

Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies and 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.

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

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

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

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The Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement and if such a lease is classified as a finance lease or operating lease.

Finance leases with a term greater than one year are included in property and equipment, current portion of finance lease liabilities, and finance lease liabilities, less current portion on our consolidated balance sheets.

Finance leases with a term greater than one year are included in property and equipment, accrued expenses and other current liabilities, and finance lease liabilities, less current portion on our consolidated balance sheets.

Operating leases with a term greater than one year are included in other assets, accrued expenses and other current liabilities, and other long-term liabilities on our consolidated balance sheets.

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____________________

BioNTech SE * * 34.8 % * *

* * 26.4 % * *

____________________

* Less than 10%

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

was generated by the Nucleic Acid Production segment.

For the year ended December 31, 2022, substantially all of the revenue recorded for BioNTech SE and Pfizer Inc.

was generated by our Nucleic Acid Production segment.

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

Basic net (loss) income per Class A common share attributable to Maravai LifeSciences Holdings, Inc.

is computed by dividing net (loss) income attributable to us by the weighted average number of Class A common shares outstanding during the period.

Diluted net income per Class A common share is calculated by giving effect to all potential weighted average dilutive stock options, restricted stock units, performance stock units and Topco LLC Units, that together with an equal number of shares of our Class B common stock are convertible into shares of our Class A common stock.

The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable.

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

was generated by the TriLink segment.

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

Basic net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc.

is computed by dividing net loss attributable to us by the weighted average number of Class A common shares outstanding during the period.

In periods in which the Company reports a net loss attributable to Maravai LifeSciences Holdings, Inc., diluted net loss per Class A common share attributable to the Company is the same as basic net loss per Class A common share attributable to the Company, since dilutive equity instruments are not assumed to have been issued if their effect is anti-dilutive.

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

for the years ended December 31, 2024 and 2023 .

for all periods presented.

Recently Adopted Accounting Pronouncements

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

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

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

ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

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

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

Recently Issued Accounting Pronouncements Not Yet Adopted

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

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

The amendments in this ASU address investor requests for more transparency about income tax information through improvements to tax disclosures primarily related to the rate reconciliation and income taxes paid information.

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

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

The Company adopted ASU 2023-09 during the year ended December 31, 2025 and is complying with the related disclosure requirements (see Note 14).

Recently Issued Accounting Pronouncements Not Yet Adopted

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

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

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

ASU 2024-03 is effective for the Company for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after

December 15, 2027, with early adoption permitted.

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

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

Alphazyme, LLC

On January 18, 2023, the Company completed the acquisition of Alphazyme, LLC (“Alphazyme”), a privately-held original equipment manufacturer (“OEM”) and provider of custom, scalable, molecular biology enzymes to customers in the genetic analysis and nucleic acid synthesis markets.

The acquisition will expand the Company’s internal enzyme product portfolio and increase the Company’s differentiated mRNA manufacturing services and product offerings.

Alphazyme’s ability to manufacture custom enzymes allows the Company to expand into near adjacent markets and raise our enzyme vertical.

The Company acquired Alphazyme for a total purchase consideration of $ 75.3 million, which is inclusive of net working capital adjustments.

As a result of the acquisition, the Company owns all the outstanding equity interest in Alphazyme.

The total cash consideration was paid using existing cash on hand.

The transaction was accounted for as an acquisition of a business as Alphazyme consisted of inputs and processes applied to those inputs that had the ability to contribute to the creation of outputs.

For the year ended December 31, 2023, the Company incurred $ 4.1 million in transaction costs associated with the acquisition of Alphazyme, which were recorded within selling, general and administrative expenses in the consolidated statements of operations.

The acquisition date fair value of consideration transferred to acquire Alphazyme consisted of the following (in thousands):

Molecular Assemblies

On January 23, 2025, the Company completed the acquisition of assets from Molecular Assemblies, Inc.

(“Molecular”) expanding TriLink Biotechnologies, LLC’s ability to enable customers to develop next-generation mRNA and clustered regularly interspaced short palindromic repeats (“CRISPR”) nucleic acid-based therapies.

The acquisition complemented the Company’s product portfolio and manufacturing capabilities, helped vertically integrate the Company’s supply chain and expanded its product offerings for inputs used in the development of therapeutics and vaccines.

The Company acquired assets from Molecular for a total purchase consideration of $ 11.2 million.

The total cash consideration of $ 9.2 million was paid using existing cash on hand.

The transaction was accounted for as an acquisition of a business as the assets acquired from Molecular consisted of multiple types of long-lived assets, as well as inputs and processes applied to those inputs that had the ability to contribute to the creation of outputs.

For the year ended December 31, 2025, the Company incurred $ 0.7 million in transaction costs associated with the acquisition of assets from Molecular, which were recorded within selling, general and administrative expenses in the consolidated statements of operations.

The acquisition date fair value of consideration transferred to acquire the assets from Molecular consisted of the following (in thousands):

Cash paid $ 9,212

Fair value of contingent consideration 5,289

Consideration payable

Total consideration transferred $ 11,212

____________________

(1) Represents cash consideration paid at closing of $ 70.1 million, net of a purchase price adjustment received in June 2023 of $ 0.1 million.

Pursuant to the Securities Purchase Agreement (the “Alphazyme SPA”) between the Company and sellers of Alphazyme, additional payments to the sellers of Alphazyme are dependent upon meeting or exceeding defined revenue targets during fiscal years 2023 through 2025 (the “Alphazyme Performance Payments”).

The Alphazyme SPA provides for a total maximum Alphazyme Performance Payments of $ 75.0 million.

The Alphazyme Performance Payments were recorded as contingent consideration and was included as part of the purchase consideration.

The Company estimated the fair value of the Alphazyme Performance Payments contingent consideration based on a Monte-Carlo simulation model which utilized an income approach.

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

The first and second performance periods applicable to the Alphazyme

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

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

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

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

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

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

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

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

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

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

Pursuant to the Molecular Assemblies Asset Purchase Agreement (the “Molecular APA”), the Company maintained an indemnity and adjustment holdback of $ 2.0 million for the purpose of providing security against any adjustments to the amounts at closing.

The indemnity holdback period extended to the later of six months from the closing date or when Molecular met certain conditions, as defined in the Molecular APA, related to the wind down of Molecular.

The indemnity holdback period expired during the third quarter of 2025, and consequently, the $ 2.0 million holdback amount was fully paid to the Molecular sellers.

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

Inventory $ 156

Other current assets 660

Prepaid expenses and other current assets 138

Property and equipment, net 4,570

Intangible assets, net 3,200

Other assets 5,043

Total identifiable assets acquired 8,064

Current liabilities ( 482 )

Other long-term liabilities ( 11,470 )

Accounts payable ( 288 )

Total liabilities assumed ( 288 )

2 unchanged sentences

Net assets acquired $ 11,212

We recorded the preliminary purchase price allocation in the first quarter of 2023.

During the third quarter of 2023, we recorded a measurement period adjustment resulting in a decrease to goodwill of $ 0.4 million, with an equal offset to other long-term liabilities.

The acquisition was accounted for under the acquisition method of accounting, and therefore, the total purchase price was allocated to the identifiable tangible and intangible assets acquired and the liabilities assumed based on their respective fair values as of the acquisition date.

Purchase consideration in excess of the amounts recognized for the net assets acquired was recognized as goodwill.

Goodwill is primarily attributable to expanded synergies expected from the acquisition associated with a vertical supply integration.

All of the goodwill acquired in connection with the acquisition of Alphazyme was allocated to the Company’s Nucleic Acid Production segment.

None of the goodwill recognized is expected to be deductible for income tax purposes.

Upon closing of the acquisition, approximately $ 1.5 million was placed into escrow to cover potential working capital adjustments and approximately $ 3.0 million was placed into escrow to secure certain representations and warranties pursuant to the terms of the Alphazyme SPA.

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

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

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

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

Goodwill is primarily attributable to expanded synergies expected from the acquisition associated with

vertical supply integration.

All of the goodwill acquired in connection with the acquisition of Molecular was allocated to the Company’s TriLink segment.

All of the goodwill recognized is expected to be deductible for income tax purposes.

The following table summarizes the estimated fair values of identifiable intangible assets acquired from Molecular as of the date of acquisition and their estimated useful life:

Estimated Fair Value

(in thousands) Estimated Useful Life

Trade names $ 220 5

Developed technology $ 3,200 13

Customer relationships 460 12

Total $ 31,680

The trade name and customer relationship intangible assets are related to Alphazyme’s name, customer loyalty and customer relationships.

The developed technology intangible asset is related to its unique manufacturing process optimization capability to both scale production and achieve quality standards.

The fair value of these intangible assets was based on Alphazyme’s projected revenues and was estimated using an income approach, specifically the relief from royalty method for trade names, the multi-period excess earnings method for developed technology, and the distributor method for customer relationships.

The developed technology intangible asset is related to its patented manufacturing process capability to both synthesize enzyme oligonucleotides and achieve quality standards.

The fair value of the intangible asset was based on projected revenues for the acquired assets and was estimated using an income approach, specifically the multi-period excess earnings method for developed technology.

Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset.

2 unchanged sentences

Key quantitative assumptions used in the determination of fair value of the developed technology intangible included revenue growth rates ranging from 3.0 % to 118.1 %, a discount rate of 11.5 %, and an assumed technical obsolescent curve of 5.0 %.

The fair value of equipment was based on both cost and market approaches utilizing Level 2 inputs.

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

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

The acquisition will vertically integrate the Company’s supply chain and expand its product offerings for inputs used in the development of therapeutics and vaccines.

The Company acquired MyChem for a total purchase consideration of $ 257.9 million, which is inclusive of net working capital adjustments.

As a result of the acquisition, the Company owns all the outstanding equity interest in MyChem.

The total cash consideration was paid using existing cash on hand.

The transaction was accounted for as an acquisition of a business as MyChem consisted of inputs and processes applied to those inputs that had the ability to contribute to the creation of outputs.

For the year ended December 31, 2022, the Company incurred $ 3.5 million in transaction costs associated with the acquisition of MyChem, which were recorded within selling, general and administrative expenses in the consolidated statements of operations.

The acquisition date fair value of consideration transferred to acquire MyChem consisted of the following (in thousands):

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

however, actual results may differ from these estimates.

Revenue and earnings from the assets acquired from Molecular included in the Company’s consolidated statements of operations since the date of acquisition were immaterial.

No proforma revenue or earnings information for the years ended December 31, 2025 and 2024 has been presented as the impact was determined not to be material to the Company’s consolidated revenues and net loss for the respective periods.

Officinae Bio

On February 21, 2025, the Company completed the acquisition of the DNA and RNA business of Officinae Bio (“Officinae”), a privately held technology company with a proprietary digital platform designed with artificial intelligence and machine learning capabilities to support the biological design of therapeutics.

The acquisition complemented the Company’s product portfolio and manufacturing capabilities by assisting TriLink BioTechnologies customers to design and purchase the Company’s products.

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

The total cash consideration of $ 9.9 million was paid using existing cash on hand.

As a result of the acquisition, we own all the outstanding interest in Officinae.

The transaction was accounted for as an acquisition of a business as Officinae consisted of inputs and processes applied to those inputs that had the ability to contribute to the creation of outputs.

For the year ended December 31, 2025, the Company incurred $ 0.5 million in transaction costs associated with the acquisition of Officinae, which were recorded within selling, general and administrative expenses in the consolidated statements of operations.

The acquisition date fair value of consideration transferred to acquire Officinae consisted of the following (in thousands):

Cash paid $ 9,930

2 unchanged sentences

Total consideration transferred $ 15,061

____________________

(1) Represents cash consideration paid at closing of $ 240.0 million and a purchase price adjustment paid in November 2022 of $ 0.1 million.

Pursuant to the Securities Purchase Agreement (the “MyChem SPA”) between the Company and sellers of MyChem, additional payments to the sellers of MyChem are dependent upon meeting or exceeding defined revenue targets during fiscal 2022 (the “MyChem Performance Payment”).

The MyChem SPA provides for a total maximum Performance Payment of $ 40.0 million.

The MyChem Performance Payment was recorded as contingent consideration and was included as part of the purchase consideration.

The Company estimated the fair value of the MyChem Performance Payment contingent consideration based on a Monte-Carlo simulation model which utilized an income approach.

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

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

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

The MyChem SPA also provides that the Company will pay to the sellers of MyChem an additional $ 20.0 million (the “MyChem Retention Payment”) as of the second anniversary of the closing of the acquisition date as long as two senior employees who are also the sellers of MyChem continue to be employed by TriLink.

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

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

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

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

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

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

During the first quarter of 2023, but subsequent to the end of the measurement period, these calculations were completed and a payment of $ 9.7 million was made by the Company to the sellers.

The remaining $ 0.3 million was recorded as non-cash gain within current year operations.

Pursuant to the Officinae Securities Purchase Agreement (the “Officinae SPA”) between the Company and sellers of Officinae, additional payments to the sellers of Officinae are dependent upon certain milestones and meeting or exceeding defined revenue targets through December 31, 2028 (the “Officinae Contingent Consideration”).

The Officinae SPA provides for a total maximum Officinae Contingent Consideration of $ 35.0 million, with $ 5.0 million of such contingent consideration payable in

cash upon the achievement of a certain integration milestone (the “Milestone Consideration”) and up to an additional $ 30.0 million payable in a mix of cash and shares of the Company’s Class A common stock, such mix to be mutually agreed at the time of any payout, upon the achievement of certain revenue and license milestones (the “Earnout Considerations”).

The Milestone Consideration was recorded as contingent consideration and was included as part of the purchase consideration.

The acquisition date estimated fair value for the Milestone Consideration of $ 4.8 million was developed at a 100.0 % probability of achievement and by discounting future net cash flows to their present value at a discount rate of 7.3 %, which is a Level 3 input (see Note 5).

The Earnout Considerations had no probability of achievement at the acquisition date and at December 31, 2025, the value was not measurable.

Upon closing of the acquisition, the Company deferred $ 0.3 million of the purchase price to cover potential working capital adjustments.

During the second quarter of 2025, the $ 0.3 million deferred amount was paid to the sellers of Officinae.

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

Current assets 2,741

Intangible assets, net 8,180

Other assets 8,585

Total identifiable assets acquired 8,394

Current liabilities ( 420 )

Other long-term liabilities ( 8,399 )

Accrued expenses and other current liabilities

Deferred tax liabilities

Total liabilities assumed ( 2,104 )

2 unchanged sentences

Net assets acquired $ 15,061

We recorded the preliminary purchase price allocation in the first quarter of 2022.

During the fourth quarter of 2022, we recorded measurement period adjustments resulting in an increase to goodwill of $ 0.1 million and a decrease to other assets and current liabilities of $ 0.7 million.

Purchase consideration in excess of the amounts recognized for the net assets acquired was recognized as goodwill.

Goodwill is primarily attributable to expanded synergies expected from the acquisition associated with a vertical supply integration.

There were no tax impacts associated with the acquisition due to the pass-through income tax treatment of MyChem.

All of the goodwill acquired in connection with the acquisition of MyChem was allocated to the Company’s Nucleic Acid Production segment and is deductible to Topco LLC for income tax purposes.

Upon closing of the acquisition, approximately $ 1.0 million was placed into escrow to cover potential working capital adjustments and approximately $ 12.5 million was placed into escrow to secure certain representations and warranties pursuant to the terms of the MyChem SPA.

These amounts are included in the total purchase consideration of $ 257.9 million.

The Company released the $ 1.0 million in escrow and paid out an additional $ 0.1 million related to net working capital adjustments during the fourth quarter of 2022.

During the first quarter of 2023, but subsequent to the end of the measurement period, $ 12.4 million of the amounts in escrow to secure certain representations and warranties was released to the sellers and the remaining $ 0.1 million was released to the Company for indemnification of pre-closing liabilities, which was recorded within current year operations.

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

Goodwill is primarily attributable to expanded synergies expected from the acquisition associated with integrating Officinae’s technology platform and manufacturing processes with the Company’s product offerings and assembled workforce.

All of the goodwill acquired in connection with the acquisition of Officinae was allocated to the Company’s TriLink segment.

None of the goodwill recognized is expected to be deductible for income tax purposes.

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

Estimated Fair Value

(in thousands) Estimated Useful Life

Trade names $ 460 3

Developed technology $ 8,100 8

1 unchanged sentence

Total $ 8,180

The trade name and customer relationship intangible assets are related to MyChem’s name, customer loyalty and customer relationships.

The developed technology intangible asset is related to processes and techniques for synthesizing and developing ultra-pure nucleotides.

The fair value of these intangible assets was based on MyChem’s projected revenues and was estimated using an income approach, specifically the multi-period excess earnings method.

The customer relationships intangible assets are related to Officinae’s customer loyalty and customer relationships.

The developed technology intangible asset is related to Officinae’s proprietary design and e-commerce platform to support the biological design of therapeutics and its unique manufacturing process optimizations.

The fair value of these intangible assets was based on Officinae’s projected revenues and revenues for orders placed using the platform, and was estimated using an income approach, specifically the multi-period excess earnings method for developed technology and the distributor method for customer relationships.

Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset.

1 unchanged sentence

The useful lives for these intangible assets were determined based upon the remaining period for which the assets were expected to contribute directly or indirectly to future cash flows.

Key quantitative assumptions used in the determination of fair value of the developed technology intangible included revenue growth rates ranging from 3.0 % to 30.6 %, a discount rate of 16.5 % and an assumed technical obsolescent curve range of 5.0 % to 7.5 %.

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

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

Key quantitative assumptions used in the determination of fair value of the developed technology intangible included revenue growth rates ranging from 3.0 % to 89.3 %, a discount rate of 19.0 %, and a technical obsolescent curve of 5.0 % in the first five years and 10.0 % thereafter.

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

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

however, actual results may differ from these estimates.

Revenue and earnings from Officinae included in the Company’s consolidated statements of operations since the date of acquisition were immaterial.

Alphazyme, LLC

On January 18, 2023, the Company completed the acquisition of Alphazyme, LLC (“Alphazyme”).

Pursuant to the Securities Purchase Agreement (the “Alphazyme SPA”) between the Company and sellers of Alphazyme, additional payments to the sellers of Alphazyme were dependent upon meeting or exceeding defined revenue targets during fiscal years 2023 through 2025 (the “Alphazyme Performance Payments”).

Each of the three performance periods applicable to the Alphazyme Performance Payments ended as of December 31, 2025 and it was determined that the defined revenue targets were not achieved.

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

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

For the years ended December 31, 2025 and 2024, the Company recorded $ 1.0 million and $ 1.1 million, respectively, of compensation expense related to the Alphazyme Retention Payments within cost of revenue in the consolidated statements of operations.

For the year ended December 31, 2023, such amount was no t material.

For each of the years ended December 31, 2025 and 2024, the Company recorded $ 1.7 million of compensation expense related to the Alphazyme Retention Payments within selling, general and administrative expenses in the consolidated statements of operations.

As of December 31, 2025, retention expenses for Alphazyme concluded and the Company had fully paid the Alphazyme Retention Payments.

There will be no further expense or payments under this arrangement.

Revenue and earnings from Alphazyme included in the Company’s consolidated statements of operations since the date of acquisition were immaterial.

Restructuring

In November 2023, the Company implemented a cost realignment plan (the “Cost Realignment Plan”) that included the termination of approximately 15 % of the Company’s workforce, the termination of certain leases, and other actions to reduce expenses, all as part of a plan to optimize business operations and match them to current market conditions.

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

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

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

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

Realignment Plan.

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

Year Ended December 31, 2024

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

Nucleic Acid Production

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

56 ( 412 ) ( 14 ) ( 370 )

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

Year Ended December 31, 2023

Severance and Other Employee Costs

Stock-Based Compensation Expense (Benefit)

Facility and Other Exit Costs

Professional Fees and Other

Nucleic Acid Production

$ 2,470 $ 168 $ 638 $ 190 $ 3,466

In August 2025, the Company 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 it believes will deliver sustainable long-term growth, including improving its 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 Worker Adjustment and Retraining Notification Act (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.

The Company’s restructuring charges by segment and unallocated corporate costs were as follows for the year ended December 31, 2025 (in thousands):

Severance and Other Employee Costs Asset Impairments (1)

Professional Fees Total

TriLink $ 2,620 $ 10,816 $ 379 $ 13,815

Cygnus 51 — 3 54

Corporate 1,677 3,855 126 5,658

$ 4,348 $ 14,671 $ 508 $ 19,527

____________________

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

Severance and Other Employee Costs

Stock-Based Compensation Benefit

Facility and Other Exit Costs

Professional Fees (Reversals) and Other

(1) During the fourth quarter of 2025, the Company vacated certain of its facilities in San Diego, California and recorded impairment of long-lived assets totaling $ 8.3 million ($ 4.8 million for operating lease right-of-use assets and $ 3.5 million for property and equipment) within restructuring on the consolidated statements of operations.

This reflects the excess of the long-lived assets’ carrying values over their respective fair values, which were determined based on estimated future discounted cash flows and are classified as Level 3 in the fair value hierarchy.

As part of the facility reductions, the Company also recorded inventory write-offs of $ 1.4 million within cost of revenue on the consolidated statements of operations.

The Company recorded additional asset impairments totaling $ 4.9 million ($ 0.3

million for inventory, $ 2.0 million for intangible assets, and $ 2.6 million for property and equipment) within cost of revenue and restructuring on the consolidated statements of operations, related to strategic product realignments as part of the Corporate Realignment Plan.

(2) Restructuring charges of $ 1.7 million and $ 17.8 million are recorded as cost of revenue and restructuring, respectively, on the consolidated statements of operations.

Severance and Other Employee Costs Asset Impairments

Professional Fees Total

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

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

Non-cash benefit — 101 — — 101

Cash payments

4,348 14,671 508 19,527

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

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

Non-cash benefit — 1,225 — — 1,225

Non-cash benefit (charges)

2,537 ( 14,671 ) — ( 12,134 )

Cash payments ( 4,843 ) — ( 332 ) ( 5,175 )

Balance as of December 31, 2025 $ 2,042 $ — $ 176 $ 2,218

The Company is currently unable to estimate the total costs associated with the phased reduction of its 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 the Company implements and progresses through the phases of its restructuring plan.

Goodwill and Intangible Assets

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

Nucleic Acid Production (1)

Biologics Safety Testing (2)

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

12,207 — 12,207

( 42,884 ) — ( 42,884 )

Foreign currency translation 228 — 228

Balance as of December 31, 2025 $ 9,501 $ 119,928 $ 129,429

____________________

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For TriLink, the selected discount rate was 10.5 %.

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

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

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

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

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

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

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

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

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

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

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

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

For Alphazyme, the selected discount rate was 28.5 %.

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

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

(1) The TriLink segment had accumulated goodwill impairment of $ 209.0 million and $ 166.2 million as of December 31, 2025 and 2024, respectively.

The TriLink segment includes the TriLink BioTechnologies, Glen Research, and Alphazyme reporting units.

(2) The Cygnus segment had no accumulated goodwill impairment as of December 31, 2025 and 2024.

During the first quarter of 2025, the Company recorded goodwill of $ 3.4 million in connection with the acquisition of assets from Molecular, and goodwill of $ 8.8 million in connection with the acquisition of Officinae (see Note 2).

These acquisitions were included within the TriLink BioTechnologies reporting unit.

In connection with preparing its financial statements for the first quarter of 2025, the Company performed a qualitative goodwill impairment analysis on each of its four reporting units (TriLink BioTechnologies, Glen Research, Alphazyme and Cygnus Technologies) and concluded that it was more likely than not that the fair value of goodwill exceeded its carrying value for three of the reporting units and no further testing was required.

As a result, no impairment was recorded for these three reporting units.

The Company performed a quantitative impairment test on the TriLink BioTechnologies reporting unit in response to impairment indicators identified during the first quarter of 2025.

The indicators of impairment primarily related to the Company’s 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.

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

Based on its interim quantitative assessment, the Company 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, the Company recorded impairment of $ 12.4 million, within impairment of goodwill and intangible assets, on the consolidated statements of operations, which represented the entire remaining goodwill balance for the TriLink BioTechnologies reporting unit.

In connection with preparing its financial statements for the second quarter of 2025, the Company performed a qualitative goodwill impairment analysis on each of the three reporting units with goodwill balances.

For two of the reporting units (Glen Research and Cygnus Technologies), the Company concluded that it was more likely than not that the fair value of goodwill exceeded its carrying value for these reporting units and no further testing was required.

As a result, no goodwill impairment was recorded for these two reporting units.

The Company performed a quantitative impairment test on the Alphazyme reporting unit in response to impairment indicators identified during the Company’s forecast process.

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

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

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

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

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

As a result, during the second quarter of 2025, the Company recorded impairment of $ 30.4 million, within impairment of goodwill and intangible assets on the consolidated statements of operations, which represented the entire remaining goodwill balance for the Alphazyme reporting unit.

Intangible Assets

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

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

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

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

In connection with preparing its financial statements for the year ended December 31, 2025, the Company evaluated the recoverability of its 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, the Company’s long-term forecast reflected lower projected revenues due to lower anticipated demand in enzyme products within the Alphazyme asset group, included in the TriLink reportable segment.

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

The Company determined 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.

As a result, the Company recorded impairment of $ 25.8 million, within impairment of goodwill and intangible assets, on the consolidated statements of operations.

See Note 3 for information regarding additional intangible impairment losses recognized as part of the 2025 Corporate Realignment Plan.

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

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Amount Accumulated

Amortization Net

Amortization Accumulated Impairment

Amount Estimated

Life Weighted

(in thousands) (in years) (in years)

(in thousands)

(in years) (in years)

Trade Names $ 7,800 $ ( 7,352 ) $ ( 101 ) $ 347 3 - 10

Patents and Developed Technology (1)

333,433 ( 160,335 ) ( 27,355 ) 145,743 10 - 14

Customer Relationships (1)

22,403 ( 16,594 ) ( 356 ) 5,453 6 - 12

Total $ 363,636 $ ( 184,281 ) $ ( 27,812 ) $ 151,543 6.6

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Total $ 351,262 $ ( 156,305 ) $ 194,957 7.8

____________________

(1) Certain intangible assets are denominated in currencies other than U.S.

therefore, their gross and net carrying values are subject to foreign currency movements.

During the first quarter of 2025, the Company recorded intangible assets of $ 3.2 million in connection with the acquisition of assets from Molecular, and intangible assets of $ 8.2 million in connection with the acquisition of Officinae (see Note 2).

The Company recognized $ 25.5 million, $ 24.9 million and $ 24.8 million of amortization expense from intangible assets directly linked with revenue generating activities within cost of revenue in the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, respectively.

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

Amortization expense for intangible assets that are not directly related to sales generating activities of $ 2.5 million, $ 2.6 million and $ 2.6 million was recorded as selling, general and administrative expenses for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the estimated future amortization expense for finite-lived intangible assets were as follows (in thousands):

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$ 216,384 $ — $ — $ 216,384

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

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

Fair Value Measurements as of December 31, 2024

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$ 321,985 $ — $ — $ 321,985

Interest rate cap Other assets

— 8,559 — 8,559

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

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

Contingent Consideration

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

Contingent consideration

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

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

Contingent Consideration

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

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

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

The preliminary fair value of the Alphazyme Performance Payments contingent consideration liability recognized upon the completion of the acquisition, as part of the purchase accounting opening balance sheet, was $ 5.3 million (see Note 2).

This was determined using a Monte-Carlo simulation-based model discounted to present value.

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

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

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

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

The contingent consideration consisted of three Performance Payments for each of the performance periods, with the first, second, and third payments (to the extent earned) due in 2024, 2025, and 2026, respectively.

For each performance period, it was determined that the defined revenue targets were not achieved.

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

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

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

This contingent consideration liability, which had no fair value as of December 31, 2025, is considered to be a Level 3 financial liability that is remeasured each reporting period.

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

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

The Officinae SPA provided for the payment of the Milestone Consideration based upon the achievement of a certain integration milestone (see Note 2).

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

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

During the year ended December 31, 2025, the Company recorded an increase of $ 0.2 million in the estimated fair value of contingent consideration due to changes in its present value.

Payments not made soon after the acquisition date to settle a contingent consideration liability are classified as cash flows used in financing activities up to the amount of the contingent consideration liability recognized at the acquisition date.

During the third quarter of 2025, the Company determined the conditions for payment were satisfied and paid the Milestone Consideration amount of $ 5.0 million to the sellers of Officinae.

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

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Balance as of December 31, 2024 $ —

Contingent consideration related to the acquisition of Officinae (see Note 2)

Change in estimated fair value of contingent consideration

Payment of contingent consideration

Balance as of December 31, 2025 $ —

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Depreciation expense totaled approximately $ 23.6 million, $ 20.9 million and $ 12.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

See Note 3 for additional information regarding impairment losses recognized during the year ended December 31, 2025.

Other assets consisted of the following as of the periods presented (in thousands):

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$ 39,260 $ 52,551

Indemnification asset (see Note 2)

Interest rate cap, non-current

Indemnification asset

Other 2,615 3,156

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Accrued interest payable 4,043 4,566

Professional services 2,233 2,277

Accrued property and equipment

Accrued restructuring costs (see Note 3)

Deferred revenue 1,986 2,375

Professional services 1,733 2,233

Customer deposits 1,001 910

Finance lease liabilities, current portion 966 792

Sales and use tax liability 742 779

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

Accrued restructuring costs (see Note 3)

Other 1,893 1,543

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$ 34,035 $ 41,381

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

Acquisition related tax liability (see Note 2)

Contingent consideration, non-current

Deferred tax liabilities 2,245 11

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

Acquisition related tax liability

Other 197 412

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Cooperative Agreement

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

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

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

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

The Flanders San Diego Facility consists of two buildings (“Flanders I” and “Flanders II”);

however, the Cooperative Agreement is exclusively involved in Flanders I.

The Cooperative Agreement requires the Company to provide the U.S.

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

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

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

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

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

Amounts reimbursed were subject to audit and may have been recaptured by the HHS in certain circumstances.

During the third quarter of 2025, the audit was completed, and no reimbursements were recaptured by the HHS.

During the years ended December 31, 2025 and 2024, the Company has received $ 0.7 million and $ 7.1 million, respectively, of reimbursements under the Cooperative Agreement with equal offsets recorded to property and equipment on the consolidated balance sheets.

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

By the end of the first quarter of 2025, the Company had utilized and received the full amount of the award.

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

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

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

The following table presents supplemental balance sheet information related to the Company's leases as of the periods presented below (in thousands):

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Current lease liabilities

Finance leases Current portion of finance lease liabilities $ 792 $ 633

Finance leases Accrued expenses and other current liabilities $ 966 $ 792

Operating leases Accrued expenses and other current liabilities 7,795 7,481

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Unconditional Purchase Obligations

In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers.

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

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

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

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

In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers to purchase products and services.

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

Amounts purchased under these obligations totaled $ 3.4 million , $ 6.1 million, and $ 3.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, future minimum commitments under these obligations were immaterial.

Legal Proceedings

The Company is involved in various legal proceedings arising in the normal course of business.

In addition to the proceedings described below, the Company is involved in various legal proceedings arising in the normal course of business.

The Company accrues for a loss contingency when it determines that it is probable, after consultation with counsel, that a liability has been incurred and the amount of such loss can be reasonably estimated.

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

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

As of the date of this report,

none of such loss contingencies, either individually or in the aggregate, are expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

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

Maravai Lifesciences Holdings, Inc., et al.

(the “Securities Class Action”).

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

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

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

The case is in its very early stages.

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

The Company intends to vigorously defend the Securities Class Action.

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

The court dismissed the Securities Class Action with prejudice in February 2026, and entered judgment in favor of the Company and its former officers.

On each of June 20, 2025, and July 16, 2025, separate purported stockholder derivative lawsuits were filed in the United States District Court for the Southern District of California for the benefit of the Company as the nominal defendant, captioned Mercer v.

Martin, et al.

and Husurianto v.

Martin, et al.

, respectively (the “Derivative Actions”).

The plaintiffs allege breaches of fiduciary duties and violations of Section 14(a) of the Exchange Act by certain past and present officers and directors of the Company.

The Derivative Actions seek, among other things, corporate governance reforms, restitution to be paid to the Company, and attorneys’ fees.

The court consolidated and stayed the Derivative Actions until 14 days after a ruling on the motion to dismiss in the Securities Class Action.

Following the dismissal of the Securities Class Action, the stay was lifted.

The Company intends to seek dismissal of the Derivative Actions.

The Company cannot reasonably estimate any potential loss or range of loss that may arise from the Derivative Actions given the early stages of the case.

Indemnification Agreements

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

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

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

The maximum potential amount of future payments that we could be required to make under these indemnification agreements is, in many cases, unlimited.

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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, 2025, the interest rate on the Term Loan was 6.87 % per annum.

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.

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

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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.

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

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

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

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

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

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

As part of the refinancing, the Company incurred $ 1.2 million of costs, which were all capitalized.

As of December 31, 2025, capitalized financing costs totaled $ 1.4 million and are recorded within other assets on the accompanying consolidated balance sheet.

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

The Term Loan requires mandatory quarterly principal payments of $ 1.4 million, with the remaining balance due upon maturity in October 2027.

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

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

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

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 requires prepayments on the Term Loan principal for certain excess cash flow, subject to certain step-downs based on the Company’s first lien net leverage ratio for the fiscal year.

The excess cash flow prepayment is 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 is required to the extent excess cash flow calculated for the fiscal year is equal to or less than $ 10.0 million.

As of December 31, 2025, the Company’s first lien net leverage ratio was negative and its excess cash flow was less than $ 10.0 million.

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.

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

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

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

The contract expired on January 19, 2025.

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

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

statements of operations.

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

Changes in fair value were recognized within interest expense in the consolidated statements of operations.

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

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

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• Immediately following the Contribution and Exchange, the Company entered into a forfeiture agreement (the “Forfeiture Agreement”) with Alphazyme Holdings, TopCo LLC and MLSH 1, a related party, pursuant to which each of the Company (together with Alphazyme Holdings) and MLSH 1 agreed to forfeit 5,059,134 and 4,871,970 LLC Units, respectively, representing 3.7 % of the Company’s (together with Alphazyme Holdings) and MLSH 1’s respective LLC Units of Topco LLC, and an equal number of shares of the Company’s Class B common stock, par value $ 0.01 per share, were forfeited by MLSH 1, in each case for no consideration.

These were considered transactions between entities under common control.

As a result, the consolidated financial statements for periods prior to the these transactions have been adjusted to combine the previously separate entities for presentation purposes.

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

Basic net (loss) income per Class A common share has been calculated by dividing net (loss) income for the period, adjusted for net (loss) income attributable to non-controlling interests, by the weighted average number of Class A common shares outstanding during the period.

Diluted net (loss) income per Class A common share gives effect to potentially dilutive securities by application of the treasury stock method or if-converted method, as applicable.

Diluted net (loss) income per Class A common share attributable to the Company is computed by adjusting the net (loss) income and the weighted average number of Class A common shares outstanding to give effect to potentially diluted securities.

Net Loss Per Class A Common Share Attributable to Maravai LifeSciences Holdings, Inc.

Basic net loss per Class A common share has been calculated by dividing net loss for the period, adjusted for net loss attributable to non-controlling interests, by the weighted average number of Class A common shares outstanding during the period.

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

for the years ended December 31, 2024 and 2023.

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

for all periods presented.

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

Year Ended December 31,

2025 2024 2023

Net (loss) income

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

loss (income) attributable to common non-controlling interests

114,776 19,346 ( 270,458 )

Net (loss) income attributable to Maravai LifeSciences Holdings, Inc.—basic

( 144,846 ) ( 119,029 ) 220,205

Net (loss) income effect of dilutive securities:

Effect of dilutive employee stock purchase plan, RSUs and options $ — — 87

Effect of the assumed conversion of Class B common stock — — 205,984

Net (loss) income attributable to Maravai LifeSciences Holdings, Inc.—diluted

$ ( 144,846 ) $ ( 119,029 ) $ 426,276

Weighted average Class A common shares outstanding—basic

Net loss $ ( 230,762 ) $ ( 259,622 ) $ ( 138,375 )

loss attributable to common non-controlling interests 99,989 114,776 19,346

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 130,773 ) $ ( 144,846 ) $ ( 119,029 )

Weighted average effect of dilutive securities:

Effect of dilutive employee stock purchase plan, RSUs and options — — 109

Effect of the assumed conversion of Class B common stock — — 123,669

Weighted average Class A common shares outstanding—diluted

Weighted average Class A common shares outstanding

144,360 137,906 131,919

Net (loss) income per Class A common share attributable to Maravai LifeSciences Holdings, Inc.:

Basic $ ( 1.05 ) $ ( 0.90 ) $ 1.67

Diluted $ ( 1.05 ) $ ( 0.90 ) $ 1.67

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted $ ( 0.90 ) $ ( 1.05 ) $ ( 0.90 )

Shares of Class B common stock do not share in the earnings or losses of the Company, and are therefore not participating securities.

As such, a separate presentation of basic and diluted net (loss) income per share for Class B common stock under the two-class method has not been presented.

The following table presents potentially dilutive securities excluded from the computation of diluted net (loss) income per share for the periods presented because their effect would have been anti-dilutive for the periods presented (in thousands):

As such, a separate presentation of basic and diluted net loss per share for Class B common stock under the two-class method has not been presented.

The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive for the periods presented (in thousands):

Year Ended December 31,

5 unchanged sentences

Total 118,836 116,223 126,521

Shares underlying contingently issuable awards that have not met the necessary conditions as of the end of a reporting period are not included in the calculation of diluted net (loss) income per Class A common share attributable to the Company for that period.

The Company had contingently issuable PSUs outstanding that did not meet the market and performance conditions as of December 31, 2024, 2023 and 2022 and, therefore, were excluded from the calculation of diluted net (loss) income per Class A common share attributable to the Company.

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

Shares underlying contingently issuable awards that have not met the necessary conditions as of the end of a reporting period are not included in the calculation of diluted net loss per Class A common share attributable to the Company for that period.

The Company had contingently issuable performance stock units outstanding that did not meet the market and performance conditions as of December 31, 2025, 2024 and 2023 and, therefore, were excluded from the calculation of diluted net loss income per Class A common share attributable to the Company.

The maximum number of potentially dilutive shares that could be issued upon vesting for such awards was 3.0 million as of December 31, 2025 and was an insignificant amount as of December 31, 2024 and 2023.

Stock-Based Compensation

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

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

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

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

2 unchanged sentences

The exercise price of a stock option shall not be less than 100 % (or, in the case of an ISO granted to a ten percent stockholder, 110 %) of the fair market value of the shares on the date of grant.

As of December 31, 2024, only stock options, RSUs and PSUs have been issued.

As of December 31, 2025, only stock options, RSUs and performance-based RSUs (“PSUs”) have been issued.

In November 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”) to assist employees in acquiring a stock ownership interest in the Company and to encourage them to remain in the employment of the Company.

2 unchanged sentences

Compensation expense recognized for the ESPP was insignificant for all periods presented.

The Company began issuing PSUs during 2022 to certain executive employees under the 2020 Plan.

The Company began issuing PSUs during 2022 and continues to issue PSUs to certain executive employees under the 2020 Plan.

Certain PSUs vest only if the executive employee satisfies a service-based vesting condition and market condition.

The executive employee must remain employed through the third anniversary of the grant date.

The award is eligible to vest based on the achievement of certain price targets of the Company’s stock price over a defined performance period.

Certain other PSUs are subject to a performance condition being satisfied.

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

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

The executive employee generally must remain employed through the third anniversary of the grant date.

The award is eligible to vest based on the volume-weighted average price of the Company’s common stock over a defined performance period, with vesting determined based on specified stock price targets and subject to change-in-control provisions set forth in the award agreements.

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

Stock Options

5 unchanged sentences

Outstanding as of December 31, 2024 3,716 $ 20.18 7.2 $ —

Granted 1,823 2.45

Exercised — —

Cancelled ( 1,010 ) 20.79

44 unchanged sentences

As of December 31, 2025 and 2024, we are subject to U.S.

federal and state income taxes with respect to our allocable share of any taxable income or loss of Topco LLC, as well as any stand-alone income or loss we generate.

Topco LLC is organized as a limited liability company and treated as a partnership for federal tax purposes and generally does not pay income taxes on its taxable income in most jurisdictions.

federal, state and foreign income taxes with respect to our allocable share of any taxable income or loss of Topco LLC, as well as any stand-alone income or loss we generate.

Topco LLC is organized as a limited liability company and treated as a partnership for U.S.

federal tax purposes and generally does not pay income taxes on its taxable income in most jurisdictions.

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

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

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

Year Ended December 31,

2 unchanged sentences

International ( 10,732 ) 97 55

Total (loss) income from continuing operations

Total loss from continuing operations

$ ( 234,974 ) $ ( 261,482 ) $ 617,736

8 unchanged sentences

( 4,192 ) ( 1,871 ) 1,169

Deferred tax expense

Deferred tax (benefit) expense

Federal $ — $ — $ 663,968

4 unchanged sentences

Total provision for income taxes $ ( 4,212 ) $ ( 1,860 ) $ 756,111

A reconciliation between the Company’s effective tax rate and the applicable U.S.

federal statutory income tax rate as of the periods presented is summarized as follows:

December 31, 2024 December 31, 2023 December 31, 2022

A reconciliation of the provision for income taxes to the amount computed by applying 21% statutory U.S.

federal income tax rate to loss before income taxes after the adoption of ASU 2023-09 is as follows:

December 31, 2025 December 31, 2025

federal statutory income tax rate

$ ( 49,345 ) 21.0 %

State and local income taxes, net of federal income tax effects (1)

( 1,286 ) 0.5

Foreign tax effects

Foreign rate differential

2,968 ( 1.3 )

Other foreign jurisdictions

Research and development credits

( 1,342 ) 0.6

Changes in valuation allowances

28,358 ( 12.1 )

Nontaxable or nondeductible items

Income of non-controlling interest

20,997 ( 8.9 )

Deferred tax revaluation

( 1,491 ) 0.6

Changes in unrecognized tax benefits

( 2,744 ) 1.2

Other adjustments

Total income tax benefit

$ ( 4,212 ) 1.8 %

___________________

(1) State taxes in California contributed to the majority (greater than 50 percent) of the tax effect in this category..

A reconciliation of the provision for income taxes to the amount computed by applying 21% statutory U.S.

federal income tax rate to income (loss) before income taxes prior to the adoption of ASU 2023-09 is as follows:

December 31, 2024 December 31, 2023

Federal statutory rate 21.0 % 21.0 %

5 unchanged sentences

Nondeductible TRA movement — ( 3.0 )

Other 1.0 — ( 0.6 )

Effective tax rate 0.7 % 122.5 %

6 unchanged sentences

156,308 93,759

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

Capital loss carryforward 3,337 3,252

Disallowed interest carryforward

13,487 10,047

Research and development credit carryforward

Stock based compensation

Other 373 1,775

3 unchanged sentences

Deferred tax liabilities

Intangible assets ( 2,286 ) —

Other — ( 11 )

1 unchanged sentence

Total net deferred tax liabilities

$ ( 2,232 ) $ ( 11 )

As a result of the Organizational Transactions, IPO, and subsequent exchanges and financing, we acquired LLC Units and recognized a deferred tax asset for the difference between the financial reporting and tax basis of our investment in Topco LLC which included net deferred tax assets of $ 0.0 million primarily associated with:

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

(i) $ 558.4 million related to temporary differences in the book basis as compared to the tax basis of our Company’s investment in Topco LLC, (ii) $ 6.0 million related to temporary differences between financial accounting expenses and future tax deductions associated with stock-based compensation, (iii) $ 3.1 million related to research and development credit carryforwards, (iv) $ 3.3 million related to the capital loss carryforwards, (v) $ 156.3 million related to net operating loss carryforwards, (vi) $ 13.5 million related to disallowed interest carryforwards, and (vii) $ 740.9 million valuation allowance on these and other items.

The valuation allowance increased by $ 47.8 million and $ 51.0 million during the years ended December 31, 2025 and 2024, respectively.

The realizability of the Company’s deferred tax asset related to its investment in Topco LLC depends on the Company receiving allocations of tax deductions for its tax basis in the investment and on the Company generating sufficient taxable income to fully offset such deductions.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing deferred tax assets.

Management assesses the available positive and negative evidence to estimate whether

sufficient future taxable income will be generated to permit use of existing deferred tax assets.

A significant piece of objective evidence evaluated during the year ended December 31, 2025 was our current year and projected future pre-tax losses.

10 unchanged sentences

20.2 Varies by state

Net operating losses, foreign

0.1 Varies by jurisdiction

Capital loss carryforward, federal

6 unchanged sentences

As of December 31, 2025 and 2024, the Company had $ 1.0 million and $ 3.6 million of unrecognized tax benefits, all of which would affect the effective tax rate if recognized.

The Company expects our unrecognized tax benefits may decrease by $ 2.9 million in the next twelve months due to statute expiration.

The Company recognizes interest related to uncertain tax benefits as a component of income tax expense, including $ 0.3 million recognized during the year ended December 31, 2024.

The Company recognizes interest related to uncertain tax benefits as a component of income tax expense, which was immaterial during the year ended December 31, 2025.

The aggregate changes in the balance of the Company’s unrecognized tax benefits were as follows for the periods presented (in thousands):

4 unchanged sentences

Gross increases based on tax positions related to prior years 218 73 —

Gross decreases based on tax positions related to prior years ( 1,867 ) ( 1,158 ) ( 889 )

Gross decreases based on laps of the statute of limitation

( 3,038 ) ( 1,867 ) ( 1,158 )

Balance, end of year $ 1,025 $ 3,583 $ 5,198

11 unchanged sentences

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

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

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, 2025.

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.

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 Company concludes in a future period that the tax benefits are more likely than not to be realized and releases its valuation allowance, the corresponding TRA liability amounts 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.

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 was related to interest.

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

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

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

As of December 31, 2025 and 2024, there were no liabilities under the TRA.

Tax Distributions to Topco LLC’s Owners

10 unchanged sentences

and foreign jurisdictions where Topco LLC or any of our subsidiaries are subject to income tax.

During the year ended December 31, 2024, Topco LLC paid tax distributions of $ 1.1 million to its owners, including $ 0.6 million to us.

During the year ended December 31, 2025, Topco LLC did not pay any tax distributions to its unit holders.

During the year ended December 31, 2024, Topco LLC paid tax distributions of $ 1.1 million to its owners, including $ 0.6 million to us.

During the year ended December 31, 2023, Topco LLC paid tax distributions of $ 20.3 million to its owners, including $ 10.7 million to us.

As of December 31, 2024, no amounts for tax distributions have been accrued as such payments were made during the period.

As of December 31, 2025, no amounts for tax distributions have been accrued.

Recent Legislation

On July 4, 2025, a budget and reconciliation bill commonly referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted into law in the U.S.

The OBBBA includes significant provisions, such as the extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

In accordance with ASC 740, the Company has evaluated the impact of the new tax law during the year.

As the Company maintains a full valuation allowance on its U.S.

deferred tax assets, the Company concluded the legislation does not have a material impact on its consolidated financial statements for the year ended December 31, 2025.

We will continue to evaluate the impact of the legislation on future periods.

Employee Benefit Plans

4 unchanged sentences

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

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

The Company’s General Counsel is an officer of MLSH 1 and MLSH 2.

Payable to Related Parties Pursuant to the Tax Receivable Agreement

Concurrent with the completion of the IPO, the Company entered into a TRA with MLSH 1 and MLSH 2.

During the year ended December 31, 2025, no payments were made to MLSH 1 or MLSH 2 pursuant to the TRA.

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

4 unchanged sentences

This agreement includes a provision requiring cash distributions enabling its owners to pay their taxes on income passing through from Topco LLC.

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

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

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

Segment results are

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

During the year ended December 31, 2025, no such cash distributions were made for tax liabilities to MLSH 1 under this agreement.

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

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

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

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

The Company’s financial performance is reported in two segments – TriLink, formerly referred to as Nucleic Acid Production, and Cygnus, formerly referred to as Biologics Safety Testing (see Item 1.

A description of each segment follows:

• Nucleic Acid Production :

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 :

focuses on the manufacturing and sale of host cell protein, bioprocess impurity detection, viral clearance prediction kits and associated products.

1 unchanged sentence

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

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

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

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

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.

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

The Company defines 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.

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

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

TriLink Cygnus Total

Revenue $ 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

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 $ ( 234,974 )

Income tax benefit

$ ( 259,622 )

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

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

$ ( 261,482 )

Year Ended December 31, 2023

Nucleic Acid Production Biologics Safety Testing Total

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

4 unchanged sentences

Cost of revenue (1)

127,179 9,100

Selling and marketing (1)

2 unchanged sentences

Other segment items (2)

Adjusted EBITDA 638,337 54,841 $ 693,178

Adjusted EBITDA for reportable segments 82,658 46,908 $ 129,566

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

Corporate costs

Amortization ( 27,356 )

2 unchanged sentences

Interest income 27,727

Corporate costs, net of eliminations ( 55,378 )

Other adjustments:

3 unchanged sentences

Merger and acquisition related expenses ( 4,392 )

Financing costs ( 1,078 )

Acquisition related tax adjustment ( 1,293 )

Tax Receivable Agreement liability adjustment 668,886

Chief Executive Officer transition costs ( 2,426 )

Restructuring costs (4)

Other ( 1,791 )

Income before income taxes

Income tax expense

___________________

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

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

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

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

During the years ended December 31, 2023 and 2022, intersegment revenue was immaterial between the Nucleic Acid Production and Biologics Safety Testing segments.

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, 2023 and 2022.

(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.

During the year ended December 31, 2023, intersegment revenue was immaterial between the TriLink and Cygnus segments.

The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources.

Quarterly Financial Information (Unaudited)

The Company identified an error during the year-end financial close process with respect to revenue recognition associated with a single shipment that resulted in approximately $ 3.9 million in revenue being recorded in the final week of the second quarter of 2024 upon shipment when it should have been recorded in the first week of the third quarter of 2024 upon receipt by the customer.

As a result, the Company has restated the interim financial statements for the second and third quarters of 2024 associated with the abovementioned shipment.

Relevant restated financial information is included in this Annual Report on Form 10-K in the tables that follow.

As part of the restatement, the Company also recorded other immaterial adjustments to correct the misstatements for the impacted periods.

The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.

The effects of the restatement on the condensed consolidated balance sheet as of June 30, 2024 are summarized in the following table (in thousands, except per share amounts):

June 30, 2024

Current assets:

Cash and cash equivalents $ 573,171 $ — $ 573,171

Accounts receivable, net 38,651 ( 3,909 ) 34,742

Inventory 49,294 49 49,343

Prepaid expenses and other current assets 17,063 — 17,063

Interest rate cap 6,575 — 6,575

Government funding receivable 608 — 608

Total current assets 685,362 ( 3,860 ) 681,502

Property and equipment, net 165,503 — 165,503

Goodwill 326,029 — 326,029

Intangible assets, net 207,249 — 207,249

Other assets 63,465 — 63,465

Total assets $ 1,447,608 $ ( 3,860 ) $ 1,443,748

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable $ 12,536 $ — $ 12,536

Accrued expenses and other current liabilities 40,719 — 40,719

Deferred revenue 2,078 68 2,146

Current portion of payable to related parties pursuant to the Tax Receivable Agreement 7,069 — 7,069

Current portion of long-term debt 5,440 — 5,440

Current portion of finance lease liabilities 710 — 710

Total current liabilities 68,552 68 68,620

Long-term debt, less current portion 517,083 — 517,083

Finance lease liabilities, less current portion 31,527 — 31,527

Other long-term liabilities 54,032 — 54,032

Total liabilities 671,194 68 671,262

Commitments and contingencies

Stockholders’ equity:

Class A common stock, $ 0.01 par value - 500,000 shares authorized;

141,489 shares issued and outstanding as of June 30, 2024

1,415 — 1,415

Class B common stock, $ 0.01 par value - 256,856 shares authorized;

110,684 issued and outstanding as of June 30, 2024

1,107 — 1,107

Additional paid-in capital 168,337 — 168,337

Retained earnings

266,074 ( 2,204 ) 263,870

Total stockholders’ equity attributable to Maravai LifeSciences Holdings, Inc.

436,933 ( 2,204 ) 434,729

Non-controlling interest 339,481 ( 1,724 ) 337,757

Total stockholders’ equity 776,414 ( 3,928 ) 772,486

Total liabilities and stockholders’ equity $ 1,447,608 $ ( 3,860 ) $ 1,443,748

The effects of the restatement on the condensed consolidated statements of operations for the three and six months ended June 30, 2024 are summarized in the following tables (in thousands, except per share amounts):

Three Months Ended June 30, 2024

As Reported Adjustments As Restated

Revenue $ 73,400 $ ( 3,977 ) $ 69,423

Operating expenses:

Cost of revenue 38,271 311 38,582

Selling, general and administrative 40,556 — 40,556

Research and development 5,284 ( 360 ) 4,924

Change in estimated fair value of contingent consideration ( 1,195 ) — ( 1,195 )

Restructuring

( 4 ) — ( 4 )

Total operating expenses 82,912 ( 49 ) 82,863

Loss from operations

( 9,512 ) ( 3,928 ) ( 13,440 )

Other income (expense):

Interest expense ( 11,939 ) — ( 11,939 )

Interest income 7,086 — 7,086

Other expense

( 2,562 ) — ( 2,562 )

Loss before income taxes

( 16,927 ) ( 3,928 ) ( 20,855 )

Income tax benefit

( 2,435 ) — ( 2,435 )

( 14,492 ) ( 3,928 ) ( 18,420 )

Net loss attributable to non-controlling interests

( 6,907 ) ( 1,724 ) ( 8,631 )

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 7,585 ) $ ( 2,204 ) $ ( 9,789 )

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted

$ ( 0.05 ) $ ( 0.02 ) $ ( 0.07 )

Weighted average number of Class A common shares outstanding, basic and diluted

135,842 — 135,842

Six Months Ended June 30, 2024

As Reported Adjustments As Restated

Revenue $ 137,579 $ ( 3,977 ) $ 133,602

Operating expenses:

Cost of revenue 76,606 311 76,917

Selling, general and administrative 81,441 — 81,441

Research and development 10,316 ( 360 ) 9,956

Change in estimated fair value of contingent consideration ( 1,195 ) — ( 1,195 )

Restructuring

( 1,216 ) — ( 1,216 )

Total operating expenses 165,952 ( 49 ) 165,903

Loss from operations

( 28,373 ) ( 3,928 ) ( 32,301 )

Other income (expense):

Interest expense ( 22,803 ) — ( 22,803 )

Interest income 14,296 — 14,296

Other expense ( 2,456 ) — ( 2,456 )

Loss before income taxes

( 39,336 ) ( 3,928 ) ( 43,264 )

Income tax benefit

( 2,164 ) — ( 2,164 )

( 37,172 ) ( 3,928 ) ( 41,100 )

Net loss attributable to non-controlling interests

( 17,509 ) ( 1,724 ) ( 19,233 )

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 19,663 ) $ ( 2,204 ) $ ( 21,867 )

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted

$ ( 0.15 ) $ ( 0.01 ) $ ( 0.16 )

Weighted average number of Class A common shares outstanding, basic and diluted

134,088 — 134,088

The effects of the restatement on certain line items of the condensed consolidated statement of cash flows for the six months ended June 30, 2024 are summarized in the following table (in thousands):

Six Months Ended June 30, 2024

As Reported Adjustments As Restated

Operating activities:

$ ( 37,172 ) $ ( 3,928 ) $ ( 41,100 )

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable 15,862 3,909 19,771

Inventory 1,571 ( 49 ) 1,522

Deferred revenue ( 1,282 ) 68 ( 1,214 )

$ ( 21,021 ) $ — $ ( 21,021 )

There was no impact on net cash provided by operating activities or within any line items within investing and financing activities.

The effects of the restatement on the condensed consolidated balance sheet as of September 30, 2024 are summarized in the following table (in thousands, except per share amounts):

September 30, 2024

As Reported Adjustments As Restated

Current assets:

Cash and cash equivalents $ 578,157 $ — $ 578,157

Accounts receivable, net 28,873 ( 85 ) 28,788

Inventory 50,409 125 50,534

Prepaid expenses and other current assets 21,659 — 21,659

Total current assets 679,098 40 679,138

Property and equipment, net 164,555 — 164,555

Goodwill 171,790 — 171,790

Intangible assets, net 201,858 — 201,858

Other assets 60,914 — 60,914

Total assets $ 1,278,215 $ 40 $ 1,278,255

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable $ 9,494 $ — $ 9,494

Accrued expenses and other current liabilities 38,498 400 38,898

Deferred revenue 1,834 68 1,902

Current portion of payable to related parties pursuant to the Tax Receivable Agreement 7,225 — 7,225

Current portion of long-term debt 5,440 — 5,440

Current portion of finance lease liabilities 750 — 750

Total current liabilities 63,241 468 63,709

Long-term debt, less current portion 516,283 — 516,283

Finance lease liabilities, less current portion 31,327 — 31,327

Other long-term liabilities 54,237 — 54,237

Total liabilities 665,088 468 665,556

Commitments and contingencies

Stockholders’ equity:

Class A common stock, $ 0.01 par value - 500,000 shares authorized;

141,589 shares issued and outstanding as of September 30, 2024

1,416 — 1,416

Class B common stock, $ 0.01 par value - 256,856 shares authorized;

110,684 issued and outstanding as of September 30, 2024

1,107 — 1,107

Additional paid-in capital 175,581 ( 2 ) 175,579

Retained earnings 167,036 ( 240 ) 166,796

Total stockholders’ equity attributable to Maravai LifeSciences Holdings, Inc.

345,140 ( 242 ) 344,898

Non-controlling interest 267,987 ( 186 ) 267,801

Total stockholders’ equity 613,127 ( 428 ) 612,699

Total liabilities and stockholders’ equity $ 1,278,215 $ 40 $ 1,278,255

The effects of the restatement on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 are summarized in the following tables (in thousands, except per share amounts):

Three Months Ended September 30, 2024

As Reported Adjustments As Restated

Revenue $ 65,200 $ 3,825 $ 69,025

Operating expenses:

Cost of revenue 36,826 ( 35 ) 36,791

Selling, general and administrative 39,087 — 39,087

Research and development 4,344 360 4,704

Change in estimated fair value of contingent consideration ( 178 ) — ( 178 )

Goodwill impairment

154,239 — 154,239

Restructuring

( 4 ) — ( 4 )

Total operating expenses 234,314 325 234,639

Loss from operations

( 169,114 ) 3,500 ( 165,614 )

Other income (expense):

Interest expense ( 13,634 ) — ( 13,634 )

Interest income 7,071 — 7,071

Change in payable to related parties pursuant to the Tax Receivable Agreement ( 39 ) — ( 39 )

Other expense

Loss before income taxes

( 175,644 ) 3,500 ( 172,144 )

Income tax benefit

( 175,955 ) 3,500 ( 172,455 )

Net loss attributable to non-controlling interests

( 76,917 ) 1,536 ( 75,381 )

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 99,038 ) $ 1,964 $ ( 97,074 )

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted

$ ( 0.70 ) $ 0.02 $ ( 0.68 )

Weighted average number of Class A common shares outstanding, basic and diluted

141,555 — 141,555

Nine Months Ended September 30, 2024

As Reported Adjustments As Restated

Revenue $ 202,779 $ ( 152 ) $ 202,627

Operating expenses:

Cost of revenue 113,432 276 113,708

Selling, general and administrative 120,528 — 120,528

Research and development 14,660 — 14,660

Change in estimated fair value of contingent consideration ( 1,373 ) — ( 1,373 )

Goodwill impairment

154,239 — 154,239

Restructuring

( 1,220 ) — ( 1,220 )

Total operating expenses 400,266 276 400,542

Loss from operations

( 197,487 ) ( 428 ) ( 197,915 )

Other income (expense):

Interest expense ( 36,437 ) — ( 36,437 )

Interest income 21,367 — 21,367

Change in payable to related parties pursuant to the Tax Receivable Agreement ( 39 ) — ( 39 )

Other expense

( 2,384 ) — ( 2,384 )

Loss before income taxes

( 214,980 ) ( 428 ) ( 215,408 )

Income tax benefit

( 1,853 ) — ( 1,853 )

( 213,127 ) ( 428 ) ( 213,555 )

Net loss attributable to non-controlling interests

( 94,426 ) ( 188 ) ( 94,614 )

Net loss attributable to Maravai LifeSciences Holdings, Inc.

$ ( 118,701 ) $ ( 240 ) $ ( 118,941 )

Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted

$ ( 0.87 ) $ — $ ( 0.87 )

Weighted average number of Class A common shares outstanding, basic and diluted

136,595 — 136,595

The effects of the restatement on certain line items of the condensed consolidated statement of cash flows for the nine months ended September 30, 2024 are summarized in the following table (in thousands):

Nine Months Ended September 30, 2024

As Reported Adjustments As Restated

Operating activities:

$ ( 213,127 ) $ ( 428 ) $ ( 213,555 )

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable 25,704 85 25,789

Inventory 50 ( 125 ) ( 75 )

Accrued expenses and other current liabilities ( 21,118 ) 400 ( 20,718 )

Deferred revenue ( 1,526 ) 68 ( 1,458 )

$ ( 210,017 ) $ — $ ( 210,017 )

There was no impact on net cash provided by operating activities or within any line items within investing and financing activities.

Subsequent Events

Acquisition of Assets and Intellectual Property from Molecular Assemblies

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

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

Acquisition of Officinae Bio

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

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

Subsequent Event

On February 24, 2026, the Company voluntarily pre-paid, using cash on hand, $ 50.0 million of aggregate principal amount of the Term Loan.

After giving effect to this prepayment of principal, the aggregate remaining principal balance outstanding under the Term Loan is approximately $ 244.2 million.

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

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data