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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-18 · 61 added, 78 removed, 174 unchanged (44% of the section changed)

4 unchanged sentences

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

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

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

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

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

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

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

1 unchanged sentence

Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

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

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

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

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

Based on its assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.

Deloitte & Touche LLP, an independent registered public accounting firm has issued an auditors’ report on our internal control over financial reporting as of December 31, 2025, which is included below.

Remediation of Previously Reported Material Weakness

As disclosed in Part II, Item 9A of our 2024 Form 10-K, management identified the following material weaknesses in internal control over financial reporting as of December 31, 2024:

• Revenue and accounts receivable :

4 unchanged sentences

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

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

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

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

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

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

Changes in Internal Control over Financial Reporting

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

Remediation Plan for Material Weakness

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

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

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

Remediation to address the material weaknesses noted above, includes:

During 2025, management implemented our previously disclosed remediation plan that included:

• Revenue and accounts receivable

5 unchanged sentences

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

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

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

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

During the fourth quarter of 2025, we successfully completed the testing necessary to conclude that the material weaknesses disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 have been remediated.

Changes in Internal Control over Financial Reporting

Other than described above, there have been no changes in our internal control over financial reporting during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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

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

Opinion on Internal Control Over Financial Reporting

We have audited Maravai LifeSciences Holdings, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

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

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

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

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

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

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

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

We have audited the internal control over financial reporting of Maravai LifeSciences Holdings, Inc.

and subsidiaries (the “Company”) 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 (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Mateo, California

March 18, 2025

/s/ Deloitte & Touche LLP

San Diego, CA

February 26, 2026

Other Information

23 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Stockholders’ Equity

35 unchanged sentences

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

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

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

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

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

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

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

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

Lease Agreement, dated August 6, 2021, by and between 10240 Flanders Investors LLC and TriLink Biotechnologies, LLC (incorporated by reference to Exhibit 10.15 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024).

First Amendment to Lease Agreement, dated October 14, 2021, by and between 10240 Flanders Investors LLC and TriLink Biotechnologies, LLC (incorporated by reference to Exhibit 10.16 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024).

Second Amendment to Lease Agreement, dated October 1, 2022, by and between 10240 Flanders Investors LLC and TriLink Biotechnologies, LLC (incorporated by reference to Exhibit 10.17 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024).

Lease Agreement, dated as of June 11, 2021, by and between CIGG, LC and Cygnus Technologies, LLC (incorporated by reference to Exhibit 10.18 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024).

1 unchanged sentence

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

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

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

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

1 unchanged sentence

Exhibit Number Description

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

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

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

1 unchanged sentence

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

Amended and Restated Employment Agreement of Carl W.

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

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

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

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

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

Employment Agreement of Bernd Brust, effective as of June 8, 2025, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Bernd Brust ( incorporated by reference to Exhibit 10.1 to Maravai L if eSciences Holdings, Inc.

’ s Form 8-K filed on June 9, 2025) .

Employment Agreement, effective as of June 30, 2025, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Rajesh Asarpota (incorporated by reference to Exhibit 10.1 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on June 25 , 2025) .

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

2 unchanged sentences

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

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

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

’ s Form 10-Q filed on May 9, 202 4).

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

Second Amended and Restated Employment Agreement of Andrew Burch, effective as of February 25, 2024, among Maravai LifeSciences Holdings, Inc., TriLink Biotechnologies, LLC, and Andrew Burch (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 10-Q filed on May 9, 2024).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on October 3, 2022).

3 unchanged sentences

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

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

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

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

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

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

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

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2025 RSU Award Agreement - Chairman of the Board) (incorporated by reference to Exhibit 10.2 to Maravai LifeSciences Holdings, Inc.’s Form 8-K filed on December 5, 2024).

Form of Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.33 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024) .

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.34 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024) .

Exhibit Number Description

Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.35 to Maravai LifeSciences Holdings, Inc.’s Form 10-K filed on February 29, 2024) .

Exhibit Number Description

Form of Amendment No.

6 unchanged sentences

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

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

I nsider Trading Policy .

A mendment No.

1 to Employ ment Agreement, effect ive as of February 19 , 202 6, by and a mong Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Bernd Brust .

F orm of Stock Option Grant Notice and Stock Option Agreement (2025 Executives Succession ).

F orm of Performance Stock Unit Grant Notice and Performance Stock Unit A greement (2025 Executives Succession ).

Form of Rest ri cted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2025 Executives Succession ).

F orm of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement (2026 L TI Award).

Letter of Ernst & Young LLP to the Securities and Exchange Commission, dated July 18, 2025 ( incorporated by reference to Exhibit 16.1 to M aravai LifeSciences Holdings, Inc.

’ s Form 8-K filed on July 1 8, 2025).

Insider Trading Policy .

21.1 List of subsidiaries of Maravai LifeSciences Holdings, Inc.

23.1 Consent of Independent Registered Public Accounting Firm.

Consent of Independent Registered Public Accounting Firm.

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

22 unchanged sentences

Maravai LifeSciences Holdings, Inc.

/s/ William E.

/s/ Bernd Brust

Chief Executive Officer

March 18, 2025

February 26, 2026

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

1 unchanged sentence

Chief Executive Officer and Director (Principal Executive Officer)

March 18, 2025

/s/ William E.

/s/ Kevin Herde

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

February 26, 2026

/s/ Bernd Brust

/s/ Rajesh Asarpota

Chief Financial Officer (Principal Financial and Accounting Officer) February 26, 2026

Rajesh Asarpota

/s/ Robert Andrew Eckert

Chairman of the Board

March 18, 2025

February 26, 2026

Robert Andrew Eckert

/s/ Sean Cunningham

Director March 18, 2025

Director February 26, 2026

Sean Cunningham

/s/ Benjamin Daverman

Director March 18, 2025

Benjamin Daverman

/s/ John DeFord

Director March 18, 2025

Director February 26, 2026

John DeFord, Ph.D.

/s/ Susannah Gray

Director March 18, 2025

Director February 26, 2026

Susannah Gray

/s/ Jessica Hopfield

Director March 18, 2025

Jessica Hopfield, Ph.D.

/s/ Gregory T.

Director March 18, 2025

Director February 26, 2026

/s/ Luke Marker

Director March 18, 2025

Director February 26, 2026

/s/ Constantine Mihas

Director March 18, 2025

Director February 26, 2026

Constantine Mihas

/s/ Murali K.

Director March 18, 2025

Prahalad, Ph.D.

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

What changed 10-K

Item 9A. Controls and Procedures