MARAVAI LIFESCIENCES HOLDINGS, INC. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 73 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 75 Consolidated Balance Sheets 76 Consolidated Statements of Operations 77 Consolidated Statements of Comprehensive Loss 78 Consolidated Statements of Changes in Stockholders’ Equity 79 Consolidated Statements of Cash Flows 80 Notes to Consolidated Financial Statements 82 72 Table of Contents 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. 73 Table of Contents 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; and ◦ 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. 74 Table of Contents 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 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. 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 audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We served as the Company's auditor from 2016 to 2025. San Mateo, California March 18, 2025 75 Table of Contents MARAVAI LIFESCIENCES HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 216,890 $ 322,399 Accounts receivable, net 25,498 38,520 Inventory 40,495 50,082 Prepaid expenses and other current assets 13,368 18,145 Total current assets 296,251 429,146 Property and equipment, net 151,479 164,474 Goodwill 129,429 159,878 Intangible assets, net 151,543 194,957 Other assets 41,875 59,789 Total assets $ 770,577 $ 1,008,244 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 2,910 $ 11,957 Accrued expenses and other current liabilities 36,567 39,574 Current portion of long-term debt 5,440 5,440 Total current liabilities 44,917 56,971 Long-term debt, less current portion 286,331 290,492 Finance lease liabilities, less current portion 30,141 31,106 Other long-term liabilities 36,477 52,466 Total liabilities 397,866 431,035 Commitments and contingencies (Note 9) Stockholders’ equity: Class A common stock, $ 0.01 par value - 500,000 shares authorized; 145,324 and 141,976 shares issued and outstanding as of December 31, 2025 and 2024, respectively 1,453 1,420 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 1,107 1,107 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. 212,379 325,292 Non-controlling interest 160,332 251,917 Total stockholders’ equity 372,711 577,209 Total liabilities and stockholders’ equity $ 770,577 $ 1,008,244 The accompanying notes are an integral part of these consolidated financial statements. 76 Table of Contents MARAVAI LIFESCIENCES HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenue $ 185,743 $ 259,185 $ 288,945 Cost of revenue 151,753 150,876 148,743 Gross profit 33,990 108,309 140,202 Operating expenses: Selling, general and administrative 145,118 161,771 151,390 Research and development 17,402 19,221 17,280 Change in estimated fair value of contingent consideration 200 ( 2,003 ) ( 3,286 ) Impairment of goodwill and long-lived assets 68,709 166,151 — Restructuring 17,827 ( 1,214 ) 6,466 Total operating expenses 249,256 343,926 171,850 Loss from operations ( 215,266 ) ( 235,617 ) ( 31,648 ) Other income (expense): Interest expense ( 26,992 ) ( 47,700 ) ( 45,892 ) Interest income 11,436 27,403 27,727 Loss on extinguishment of debt — ( 3,187 ) — Change in payable to related parties pursuant to the Tax Receivable Agreement — ( 40 ) 668,886 Other expense ( 4,152 ) ( 2,341 ) ( 1,337 ) (Loss) income before income taxes ( 234,974 ) ( 261,482 ) 617,736 Income tax (benefit) expense ( 4,212 ) ( 1,860 ) 756,111 Net loss ( 230,762 ) ( 259,622 ) ( 138,375 ) 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. 77 Table of Contents MARAVAI LIFESCIENCES HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year Ended December 31, 2025 2024 2023 Net loss $ ( 230,762 ) $ ( 259,622 ) $ ( 138,375 ) Other comprehensive income: Foreign currency translation adjustments 924 — — Total other comprehensive loss ( 229,838 ) ( 259,622 ) ( 138,375 ) 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. 78 Table of Contents MARAVAI LIFESCIENCES HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands) Class A Common Stock Class B Common Stock 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 Non-controlling interest adjustment for changes in proportionate ownership in Topco LLC — — — — 754 — — ( 754 ) — Stock-based compensation — — — — 18,167 — — 16,421 34,588 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 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 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 ) Non-controlling interest adjustment for changes in proportionate ownership in Topco LLC — — — — 2,349 — — ( 2,349 ) — Stock-based compensation — — — — 27,006 — — 22,409 49,415 Distribution for tax liabilities to non-controlling interest holder — — — — — — — ( 494 ) ( 494 ) 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 Issuance of Class A common stock under employee equity plans, net of shares withheld for employee taxes 3,348 33 — — ( 4,877 ) — — — ( 4,844 ) Non-controlling interest adjustment for changes in proportionate ownership in Topco LLC — — — — 5,106 — — ( 5,106 ) — Stock-based compensation — — — — 17,074 — — 13,100 30,174 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 The accompanying notes are an integral part of the consolidated financial statements. 79 Table of Contents MARAVAI LIFESCIENCES HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 2023 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 Amortization of intangible assets 27,951 27,531 27,356 Amortization of operating lease right-of-use assets 8,963 8,482 8,527 Amortization of deferred financing costs 1,654 2,896 2,929 Stock-based compensation expense 30,174 49,415 34,588 Loss on extinguishment of debt — 3,187 — Deferred income taxes ( 20 ) 11 754,942 Change in estimated fair value of contingent consideration — ( 2,003 ) ( 3,286 ) Impairment 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 Other 212 833 ( 3,606 ) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 12,816 14,359 84,395 Inventory 7,999 377 649 Prepaid expenses and other current assets 1,626 1,813 7,275 Other assets 181 153 861 Accounts payable ( 7,347 ) 723 5,284 Accrued expenses and other current liabilities ( 4,626 ) ( 23,740 ) 15,358 Other long-term liabilities ( 18,631 ) ( 6,299 ) ( 15,978 ) Net cash (used in) provided by operating activities ( 57,573 ) 7,465 126,224 Investing activities: 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 Other investing activities, net — ( 1,800 ) — Net cash used in investing activities ( 31,405 ) ( 24,316 ) ( 122,310 ) Financing activities: 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 ) — 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 ) Other financing activities, net ( 5,644 ) ( 1,762 ) ( 352 ) Net cash used in financing activities ( 16,499 ) ( 235,712 ) ( 61,090 ) 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 80 Table of Contents Year Ended December 31, 2025 2024 2023 Cash and cash equivalents, end of period $ 216,890 $ 322,399 $ 574,962 Supplemental cash flow information: Cash paid for interest $ 24,976 $ 50,973 $ 44,256 Cash (refunded) paid for income taxes, net $ ( 555 ) $ 670 $ ( 2,987 ) Supplemental disclosures of non-cash activities: Property and equipment included in accounts payable and accrued expenses $ 3,669 $ 2,616 $ 2,011 Accrued receivable for capital expenditures to be reimbursed under a government contract $ — $ 734 $ 1,118 Right-of-use assets obtained in exchange for finance lease liabilities $ — $ — $ 32,862 Right-of-use assets obtained in exchange for operating lease liabilities $ 463 $ 1,287 $ 3,931 Fair value of contingent consideration liability recorded in connection with acquisition of a business $ — $ — $ 5,289 The accompanying notes are an integral part of the consolidated financial statements. 81 Table of Contents MARAVAI LIFESCIENCES HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Significant Accounting Policies Description of Business Maravai LifeSciences Holdings, Inc. (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 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: 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. Organization We were incorporated as a Delaware corporation in August 2020 for the purpose of facilitating an initial public offering (“IPO”). Immediately prior to the IPO, we effected a series of organizational transactions (the “Organizational Transactions”), which, together with the IPO, were completed in November 2020, that resulted in the Company operating, controlling all of the business affairs and becoming the ultimate parent company of Maravai Topco Holdings, LLC (“Topco LLC”) and its consolidated subsidiaries. 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 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 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. GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include our accounts and the accounts of our subsidiaries. All intercompany transactions and accounts between the businesses comprising the Company have been eliminated in the accompanying consolidated financial statements. Certain prior period amounts have been reclassified to conform to the current period presentation. Variable Interest Entities The Company consolidates all entities that it controls through a majority voting interest or as the primary beneficiary of a variable interest entity (“VIE”). In determining whether the Company is the primary beneficiary of an entity, the Company applies a qualitative approach that determines whether it has both (i) the power to direct the economically significant activities of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. The Company’s determination about whether it should consolidate such VIEs is made continuously as changes to existing relationships or future transactions may result in a consolidation event. 82 Table of Contents Use of Estimates 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. The Company bases its estimates and judgments on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. 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 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. Revenue Recognition The Company generates revenue primarily from the sale of products, and to a much lesser extent, services in the fields of nucleic acid production and biologics safety testing. 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 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. 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. 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’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. Variable consideration has not been material to our consolidated financial statements. Sales taxes Sales taxes collected by the Company are not included in the transaction price as revenue as they are ultimately remitted to a governmental authority. Shipping and handling costs The Company has elected to account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. 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. 83 Table of Contents Contract costs The Company recognizes the incremental costs of obtaining contracts as an expense when incurred when the amortization period of the assets that otherwise would have been recognized is one year or less. These costs are included in sales and marketing and general and administrative expenses. 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 receivables when it has an unconditional right to consideration. There were no contract asset balances as of December 31, 2025 or 2024. Contract liabilities include billings in excess of revenue recognized, such as customer deposits and deferred revenue. 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, 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. Contract liabilities are generally expected to be recognized into revenue within the next twelve months. 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, 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 The following tables summarize the revenue by segment and region for the periods presented (in thousands): Year Ended December 31, 2025 TriLink Cygnus Total North America $ 85,225 $ 27,152 $ 112,377 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 Total revenue $ 119,787 $ 65,956 $ 185,743 Year Ended December 31, 2024 TriLink Cygnus Total North America $ 100,367 $ 26,723 $ 127,090 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 Total revenue $ 196,345 $ 62,840 $ 259,185 Year Ended December 31, 2023 TriLink Cygnus Total North America $ 114,459 $ 26,596 $ 141,055 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 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. 84 Table of Contents Research and Development Research and development (“R&D”) expenses include personnel costs, including salaries, benefits and stock-based compensation for laboratory personnel, outside contracted services, and costs of supplies. R&D costs are expensed as incurred. Advertising Costs The Company expenses advertising costs as incurred. 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 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 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. Other costs associated with restructuring activities, including facility and other exist costs and professional fees, are expensed as they are incurred. Stock-Based Compensation 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 . We account for forfeitures as they occur. Stock-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in estimating the fair value of these awards, such as expected term, expected dividend yield, volatility and risk-free interest rate, represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. If actual results are not consistent with the Company’s assumptions and judgments used in making these estimates, the Company may be required to increase or decrease compensation expense, which could be material to the Company’s consolidated results of operations. 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 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. Income Taxes We are subject to U.S. federal and state income taxes. We are the controlling member of Topco LLC, which is treated as a partnership for U.S. federal and state income tax purposes. Topco LLC’s wholly-owned subsidiary, Maravai LifeSciences International Holdings, Inc., is a taxpaying entity for U.S. and foreign jurisdictions and had limited activity subject to a transfer pricing arrangement during the year ended December 31, 2025. 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 Topco LLC level. As required by U.S. tax law, income or loss generated by these LLCs passes through to their owners. As such, our tax provision consists solely of the activities of Maravai LifeSciences International Holdings, Inc., as well as our share of income or loss generated by Topco LLC. We account for income taxes under the asset and liability method of accounting. 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 85 Table of Contents 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. The Company’s tax positions are subject to income tax audits. We account for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is more likely than not that the position will be sustained upon examination. Significant judgment is required in determining the accounting for income taxes. In the ordinary course of business, many transactions and calculations arise where the ultimate tax outcome is uncertain. Our judgments, assumptions and estimates relative to the accounting for income taxes take into account current tax laws, our interpretation of current tax laws, and possible outcomes of future audits conducted by foreign and domestic tax authorities. Although we believe that our estimates are reasonable, the final tax outcome of matters could be different from our assumptions and estimates used when determining the accounting for income taxes. Such differences, if identified in future periods, could have a material effect on the amounts recorded in our consolidated financial statements. Interest and penalties related to unrecognized tax benefits are recognized in income tax expense in the accompanying consolidated statements of operations. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as any related net interest and penalties. Payables to Related Parties Pursuant to the Tax Receivable Agreement The Company is party to a Tax Receivable Agreement (“TRA”) with MLSH 1 and MLSH 2. The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85 % of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize from exchanges of LLC Units (together with the corresponding shares of Class B common stock) for Class A common stock, as a result of (i) certain increases in the tax basis of assets of Topco LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes of the Organization Transactions and (iii) certain other tax benefits related to our entering into the TRA, including tax benefits attributable to payments that we make under the TRA (collectively, the “Tax Attributes”). The payment obligations under the TRA are not conditioned upon any LLC Unitholder maintaining a continued ownership interest in us or Topco LLC and the rights of MLSH 1 and MLSH 2 under the TRA are assignable. We expect to benefit from the remaining 15 % of the tax benefits, if any, that we may actually realize. We accrue a liability for the payable to related parties for the TRA and a reduction to stockholders’ equity, when it is deemed probable that the Tax Attributes will be used to reduce our taxable income, as the contractual percentage of the benefit of Tax Attributes that we expected to receive over a period of time. 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 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. There is no maximum term for the TRA and the TRA will continue until all such tax benefits have been utilized or expired unless we exercise our right to terminate the TRA for an agreed-upon amount equal to the estimated present value of the remaining payments to be made under the agreement. We may record additional liabilities under the TRA when LLC Units of Topco LLC are exchanged in the future and as our estimates of the future utilization of the tax benefits change. If, due to a change in facts, these tax attributes are not utilized in future years, it is reasonably possible no amounts would be paid under the TRA. In this scenario, the reduction of the liability under the TRA would result in a benefit to our consolidated statements of operations. Subsequent adjustments to the payable to related parties for the TRA based on changes in anticipated future taxable income are recorded in our consolidated statements of operations. Non-Controlling Interests 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. 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. 86 Table of Contents 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 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 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. Substantially all of our long-lived assets are located in the United States. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these cash equivalents approximates fair value. Cash and cash equivalents consist of deposits held at financial institutions and money market funds. Accounts Receivable and Allowance for Credit Losses Accounts receivable primarily consist of amounts due from customers for product sales and services. The Company’s expected credit losses are developed using an estimated loss rate method that considers historical collection experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The estimated loss rates are applied to trade receivables with similar risk characteristics such as the length of time the balance has been outstanding, liquidity and financial position of the customer, and the geographic location of the customer. 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 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. Inventory Inventories consist of raw materials, work-in-process and finished goods. Inventories are stated at the lower of cost (weighted average cost) or net realizable value. Inventory costs, which relate to the purchase or production of inventories, include materials, direct labor and manufacturing overhead. The Company regularly monitors for excess and obsolete inventory based on its estimates of expected sales volumes, production capacity and expiration of raw materials, work-in-process and finished products, and reduces the carrying value of inventory accordingly. The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected manufacturing requirements. Any write-downs of inventories are charged to cost of revenue. A change in the estimated timing or amount of demand for the Company’s products could result in reduction to the recorded value of inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of our inventory valuations. 87 Table of Contents Government Assistance The consideration awarded to the Company by the U.S. Department of Defense is outside the scope of the contracts with customers, income tax, funded research and development, and contribution guidance. 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. Property and Equipment 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: Assets Estimated Useful Life Leasehold improvements 12 years Furniture, fixtures, equipment and software 3 - 7 years Leasehold improvements are amortized over the shorter of the related lease term or useful life. Maintenance and repairs are charged to operations when incurred, while betterments or renewals are capitalized. 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. Goodwill Goodwill represents the excess of consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is reviewed for impairment. Goodwill is allocated to the Company’s reporting units, which are components of its business for which discrete cash flow information is available one level below its operating segment. The Company conducts a goodwill impairment analysis at least annually and more frequently if changes in facts and circumstances indicate that the fair value of the Company’s reporting units may be less than their respective carrying amount. In performing each annual impairment assessment and any interim impairment assessment, the Company determines if it should qualitatively assess whether it is more likely than not that the fair value of goodwill is less than its carrying amount (the qualitative impairment test). If it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects not to perform the qualitative impairment test, the Company then performs a quantitative impairment test. The quantitative impairment test is performed using a one-step process. The process is to compare the fair value of the reporting unit with its carrying amount. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. 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. Intangible Assets The Company’s finite-lived intangible assets represent purchased intangible assets and primarily consist of trade names, customer relationships, patents, and developed technology. Certain criteria are used in determining whether finite-lived intangible assets acquired in a business combination must be recognized and reported separately. Finite-lived intangible assets are initially recognized at fair value, are subject to amortization and are subsequently recorded at amortized cost. The Company’s finite-lived intangible assets are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are intended to be consumed or otherwise used. If that pattern cannot be reliably determined, the respective intangible assets are amortized using the straight-line method over their estimated useful lives and are tested for impairment along with other long-lived assets. Amortization related to patents and developed technology is allocated to cost of revenue whereas amortization associated with trade names and customer relationships is allocated to selling, general and administrative expenses. 88 Table of Contents Impairment of Long-Lived and Intangible Assets The Company periodically reviews long-lived assets, including property and equipment, right-of-use lease assets and finite-lived intangible assets, to determine whether current events or circumstances may indicate that such carrying amounts may not be recoverable. 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. 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. 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. Debt Issuance Costs Costs incurred in connection with obtaining new debt financing are deferred and amortized over the life of the related financing. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. If such financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification for the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. Deferred costs are recognized as a direct reduction in the carrying amount of the debt instrument on the consolidated balance sheets and are amortized to interest expense over the term of the related debt using the effective interest method. Fair Value of Financial Instruments The Company defines fair value as the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The Company follows accounting guidance that has a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of the asset or liability as of the measurement date. Instruments with readily available actively quoted prices, or for which fair value can be measured from actively quoted prices in an orderly market, will generally have a higher degree of market price transparency and a lesser degree of judgment used in measuring fair value. The three levels of the hierarchy are defined as follows: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets; Level 2—Include other inputs that are directly or indirectly observable in the marketplace; and Level 3—Unobservable inputs which are supported by little or no market activity. As of December 31, 2025 and 2024, the fair values of cash and cash equivalents, which consisted primarily of money market funds, time and demand deposits, trade accounts receivable, net, and trade accounts payable, approximated their carrying amounts due to the short maturities of these instruments. As of December 31, 2025 or 2024, the fair value of the Company’s long-term debt approximated its carrying value, excluding the effect of unamortized debt discount, as it is based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). See Note 5 for the Company’s financial assets and liabilities that are measured at fair value on a recurring basis. Acquisitions 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 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. For acquisitions of voting interest entities, the Company applies a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen test is met, the transaction is accounted for as an acquisition of assets. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. The Company accounts for its business combinations using the acquisition method of accounting which requires that the assets acquired and liabilities assumed of acquired businesses be recorded at their respective fair values at the date of acquisition. The purchase price, which includes the fair value of consideration transferred, is attributed to the fair value of the assets acquired and liabilities assumed. The purchase price may also include contingent consideration. The Company assesses whether such contingent consideration is subject to liability classification and fair value measurement or meets the definition of a derivative. 89 Table of Contents 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 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. The results of acquired businesses are included in the Company’s consolidated financial statements from the date of acquisition. 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 selection of comparable companies. Each of these factors can significantly affect the value attributed to the identifiable intangible asset acquired in a business combination. Contingent Consideration Contingent consideration represents additional consideration that may be transferred to former owners of an acquired entity in the future if certain future events occur or conditions are met. Contingent consideration resulting from the acquisition of a business is recorded at fair value on the acquisition date. 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. 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. Changes in the fair value of contingent consideration liabilities associated with the acquisition of a business can result from updates to assumptions such as the expected timing or probability of achieving customer-related performance targets, specified sales milestones, changes in projected revenue or changes in discount rates. Judgment is used in determining those assumptions as of the acquisition date and for each subsequent reporting period. Therefore, any changes in the fair value will impact the Company’s results of operations in such reporting period, thereby resulting in potential variability in the Company’s operating results until such contingencies are resolved. Leases 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, 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. The Company has elected not to recognize on the consolidated balance sheet leases with terms of one year or less. Right-of-use (“ROU”) assets represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease contract. Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. In determining the net present value of lease payments, the interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received and impairment charges if we determine the ROU asset is impaired. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. The Company recognizes lease expense on a straight-line basis over the expected lease term. Variable lease payments, for items such as maintenance and utilities, are not included in the calculation of the ROU asset and the related lease liability and are recognized as this lease expense is incurred. 90 Table of Contents The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU asset have been recorded on the balance sheet and amortized as lease expense on a straight-line basis over the lease term. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company maintains the majority of its cash balances at multiple financial institutions that management believes are of high-credit-quality and financially stable. Cash is deposited with major financial institutions in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company provides credit, in the normal course of business, to international and domestic distributors as well as certain customers, which are geographically dispersed. The Company attempts to limit its credit risk by performing ongoing credit evaluations of its customers and maintaining adequate allowances for potential credit losses. The following table summarizes revenue from each of our customers who individually accounted for 10% or more of our total revenue or accounts receivable for the periods presented: Revenue Accounts Receivable, net Years Ended December 31, As of December 31, 2025 2024 2023 2025 2024 Nacalai USA, Inc. * 20.8 % 19.3 % 12.0 % 36.8 % ____________________ * Less than 10% 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 all periods presented. Recently Adopted Accounting Pronouncements 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. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied on a prospective basis, with retrospective application permitted. 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”). The amendments in this ASU improve disclosures about a public business entity’s expenses and addresses investor requests for more detailed information about certain types of expenses in commonly presented expense captions. ASU 2024-03 requires disclosure of purchase of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The ASU also requires to include certain amounts that are already required to be disclosed under U.S. 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 91 Table of Contents 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. 2. Acquisitions 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 Consideration payable 2,000 Total consideration transferred $ 11,212 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 Prepaid expenses and other current assets 138 Property and equipment, net 4,570 Intangible assets, net 3,200 Total identifiable assets acquired 8,064 Accounts payable ( 288 ) Total liabilities assumed ( 288 ) Net identifiable assets acquired 7,776 Goodwill 3,436 Net assets acquired $ 11,212 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 92 Table of Contents 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 (in years) Developed technology $ 3,200 13 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. The estimated fair value was developed by discounting future net cash flows to their present value at market-based rates of return utilizing Level 3 inputs. 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 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. 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 Consideration payable 331 Fair value of contingent consideration 4,800 Total consideration transferred $ 15,061 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 93 Table of Contents 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): Cash $ 214 Intangible assets, net 8,180 Total identifiable assets acquired 8,394 Accrued expenses and other current liabilities ( 141 ) Deferred tax liabilities ( 1,963 ) Total liabilities assumed ( 2,104 ) Net identifiable assets acquired 6,290 Goodwill 8,771 Net assets acquired $ 15,061 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 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 (in years) Developed technology $ 8,100 8 Customer relationships 80 6 Total $ 8,180 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. The estimated fair value was developed by discounting future net cash flows to their present value at market-based rates of return utilizing Level 3 inputs. 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 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. 94 Table of Contents 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. 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. 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. 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. 3. Restructuring 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 Total (2) $ 4,348 $ 14,671 $ 508 $ 19,527 ____________________ (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 95 Table of Contents 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. 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 period presented (in thousands): Severance and Other Employee Costs Asset Impairments Professional Fees Total Balance as of December 31, 2024 $ — $ — $ — $ — Charges 4,348 14,671 508 19,527 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. 4. Goodwill and Intangible Assets Goodwill The following table summarizes the activity in the Company’s goodwill by segment for the period presented (in thousands): TriLink (1) Cygnus (2) Total Balance as of December 31, 2024 $ 39,950 $ 119,928 $ 159,878 Acquisitions 12,207 — 12,207 Impairment ( 42,884 ) — ( 42,884 ) Foreign currency translation 228 — 228 Balance as of December 31, 2025 $ 9,501 $ 119,928 $ 129,429 ____________________ (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 96 Table of Contents 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, 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 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. The following are components of finite-lived intangible assets and accumulated amortization as of the periods presented (in thousands): December 31, 2025 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Carrying Amount Estimated Useful Life Weighted Average Remaining Amortization Period (in thousands) (in years) (in years) Trade Names $ 7,800 $ ( 7,352 ) $ ( 101 ) $ 347 3 - 10 0.8 Patents and Developed Technology (1) 333,433 ( 160,335 ) ( 27,355 ) 145,743 10 - 14 6.7 Customer Relationships (1) 22,403 ( 16,594 ) ( 356 ) 5,453 6 - 12 4.3 Total $ 363,636 $ ( 184,281 ) $ ( 27,812 ) $ 151,543 6.6 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Estimated Useful Life Weighted Average Remaining Amortization Period (in thousands) (in years) (in years) Trade Names $ 7,800 $ ( 6,885 ) $ 915 3 - 10 2.0 Patents and Developed Technology 321,149 ( 134,822 ) 186,327 10 - 14 8.0 Customer Relationships 22,313 ( 14,598 ) 7,715 10 - 12 5.2 Total $ 351,262 $ ( 156,305 ) $ 194,957 7.8 97 Table of Contents ____________________ (1) Certain intangible assets are denominated in currencies other than U.S. dollar; 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 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): 2026 $ 25,665 2027 24,648 2028 24,471 2029 23,308 2030 18,999 Thereafter 34,452 Total estimated amortization expense $ 151,543 5. Fair Value Measurements The following table summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy as of the periods presented (in thousands): Fair Value Measurements as of December 31, 2025 Line Item in the Consolidated Balance Sheets Level 1 Level 2 Level 3 Total Assets Money market funds Cash and cash equivalents $ 216,384 $ — $ — $ 216,384 Fair Value Measurements as of December 31, 2024 Line Item in the Consolidated Balance Sheets Level 1 Level 2 Level 3 Total Assets Money market funds Cash and cash equivalents $ 321,985 $ — $ — $ 321,985 Interest rate cap Prepaid expenses and other current assets — 1,375 — 1,375 Total assets $ 321,985 $ 1,375 $ — $ 323,360 Contingent Consideration Alphazyme 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 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. 98 Table of Contents 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. During the year ended December 31, 2024, the Company recorded a decrease of $ 2.0 million i n the estimated fair value of contingent consideration. 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. Officinae 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): Contingent Consideration Balance as of December 31, 2024 $ — Contingent consideration related to the acquisition of Officinae (see Note 2) 4,800 Change in estimated fair value of contingent consideration 200 Payment of contingent consideration ( 5,000 ) Balance as of December 31, 2025 $ — 6. Balance Sheet Components Inventory Inventory consisted of the following as of the periods presented (in thousands): December 31, 2025 December 31, 2024 Raw materials $ 14,606 $ 16,974 Work-in-process 7,318 10,050 Finished goods 18,571 23,058 Total inventory $ 40,495 $ 50,082 Property and equipment Property and equipment consist ed of the following as of the periods presented (in thousands): December 31, 2025 December 31, 2024 Finance lease right-of-use assets $ 78,599 $ 78,599 Leasehold improvements 39,249 37,587 Furniture, fixtures and equipment 82,058 73,362 Software 4,973 3,870 Total 204,879 193,418 Less accumulated depreciation ( 68,081 ) ( 52,708 ) Total 136,798 140,710 Construction in-progress 14,681 23,764 Total property and equipment, net $ 151,479 $ 164,474 99 Table of Contents 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 Other assets consisted of the following as of the periods presented (in thousands): December 31, 2025 December 31, 2024 Operating lease right-of-use assets $ 39,260 $ 52,551 Indemnification asset — 4,082 Other 2,615 3,156 Total other assets $ 41,875 $ 59,789 Accrued expenses and other current liabilities Accrued expenses consisted of the following as of the periods presented (in thousands): December 31, 2025 December 31, 2024 Employee related $ 11,107 $ 17,163 Operating lease liabilities, current portion 7,795 7,481 Accrued interest payable 4,043 4,566 Accrued property and equipment 3,083 1,732 Accrued restructuring costs (see Note 3) 2,218 — 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 Other 1,893 1,543 Total accrued expenses and other current liabilities $ 36,567 $ 39,574 Other long-term liabilities Other long-term liabilities consisted of the following as of the periods presented (in thousands): December 31, 2025 December 31, 2024 Operating lease liabilities, non-current $ 34,035 $ 41,381 Deferred tax liabilities 2,245 11 Accrued Alphazyme Retention Payments, non-current (see Note 2) — 6,580 Acquisition related tax liability — 4,082 Other 197 412 Total other long-term liabilities $ 36,477 $ 52,466 7. Government Assistance Cooperative Agreement 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. 100 Table of Contents 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 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 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. By the end of the first quarter of 2025, the Company had utilized and received the full amount of the award. 8. Leases 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 following table presents supplemental balance sheet information related to the Company's leases as of the periods presented below (in thousands): Line Item in the Consolidated Balance Sheets December 31, 2025 December 31, 2024 Right-of-use assets Finance leases Property and equipment, net $ 64,740 $ 70,061 Operating leases Other assets 39,260 52,551 Total right-of-use assets $ 104,000 $ 122,612 Current lease liabilities Finance leases Accrued expenses and other current liabilities $ 966 $ 792 Operating leases Accrued expenses and other current liabilities 7,795 7,481 Total current lease liabilities $ 8,761 $ 8,273 Non-current lease liabilities Finance leases Finance lease liabilities, less current portion $ 30,141 $ 31,106 Operating leases Other long-term liabilities 34,035 41,381 Total non-current lease liabilities $ 64,176 $ 72,487 The components of the net lease costs reflected in the Company's consolidated statements of operations were as follows for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Finance lease costs: Depreciation of leased assets $ 5,320 $ 5,321 $ 3,217 Interest on lease liabilities 2,636 2,695 1,696 Total finance lease costs 7,956 8,016 4,913 Operating lease costs 12,108 12,003 12,417 Variable lease costs 3,965 3,709 3,940 Total lease costs $ 24,029 $ 23,728 $ 21,270 101 Table of Contents The weighted average remaining lease term and weighted average discount rate related to the Company's ROU assets and lease liabilities for its leases were as follows as of the periods presented below: December 31, 2025 December 31, 2024 Weighted average remaining lease term (in years): Finance leases 12.2 13.2 Operating leases 5.9 6.6 Weighted average discount rate: Finance leases 8.4 % 8.4 % Operating leases 6.7 % 6.8 % Supplemental information concerning the cash flow impact arising from the Company's leases recorded in the Company's consolidated statements of cash flows is detailed in the following table for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Cash paid for amounts included in lease liabilities: Financing cash flows used for finance leases $ 791 $ 633 $ 332 Operating cash flows used for finance leases 2,636 2,695 1,696 Operating cash flows used for operating leases 10,637 10,224 10,306 As of December 31, 2025, the Company expects that its future minimum lease payments will become due and payable as follows (in thousands): Finance Leases Operating Leases Total 2026 $ 3,530 $ 10,474 $ 14,004 2027 3,636 9,010 12,646 2028 3,745 9,128 12,873 2029 3,857 9,489 13,346 2030 3,973 5,246 9,219 Thereafter 32,527 11,321 43,848 Total minimum lease payments 51,268 54,668 105,936 Less: interest ( 20,161 ) ( 12,838 ) ( 32,999 ) Total lease liabilities $ 31,107 $ 41,830 $ 72,937 9. Commitments and Contingencies Unconditional Purchase Obligations 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 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. As of the date of this report, 102 Table of Contents 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 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 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. We have not incurred any material costs as a result of such indemnifications and are not currently aware of any indemnification claims. 10. Long-Term Debt Credit Agreement 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. As of December 31, 2025, the Company had a $ 0.5 million outstanding letter of credit as security for a lease agreement, which reduced the availability for the future issuance of letters of credit under the Revolving Credit Facility to $ 19.5 million. Borrowings under the Credit Agreement are unconditionally guaranteed by Topco LLC, together with the existing and future material domestic subsidiaries of Topco LLC (subject to certain exceptions), as specified in the respective guaranty agreements. Borrowings under the Credit Agreement are also secured by a first-priority lien and security interest in substantially all of the assets (subject to certain exceptions) of existing and future material domestic subsidiaries of Topco LLC that are loan parties. 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, 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. 103 Table of Contents 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. In December 2024, the Company voluntarily pre-paid, using cash on hand, $ 228.0 million of aggregate principal amount of the Term Loan. There were no prepayment penalties associated with this prepayment of principal. As a result of the prepayment, the Company recorded a loss on partial extinguishment of debt of $ 3.0 million 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 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. Additionally, the Credit Agreement requires us to maintain a certain net leverage ratio if the outstanding debt balance on the Revolving Credit Facility exceeds 35.0 % of the aggregate amount of available credit of $ 167.0 million, or $ 58.5 million. The Company was in compliance with these covenants as of December 31, 2025. Interest Rate Cap 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. 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. 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): December 31, 2025 December 31, 2024 Term Loan $ 294,240 $ 299,680 Unamortized debt issuance costs ( 2,469 ) ( 3,748 ) Total long-term debt 291,771 295,932 Less: current portion ( 5,440 ) ( 5,440 ) Total long-term debt, less current portion $ 286,331 $ 290,492 There were no borrowing balances outstanding on the Company’s Revolving Credit Facility as of December 31, 2025 and 2024. As of December 31, 2025, the aggregate future principal maturities of the Company’s debt obligations based on contractual due dates were as follows (in thousands): 2026 $ 5,440 2027 288,800 Total long-term debt $ 294,240 11. Stockholders’ Equity Amendment and Restatement of Certificate of Incorporation In November 2020, in connection with the Organizational Transactions, the Company’s certificate of incorporation was amended and restated to, among other things, provide for the (i) authorization of 500,000,000 shares of Class A common stock with a par value of $ 0.01 per share; (ii) authorization of 300,000,000 shares of Class B common stock with a par value of $ 0.01 per share; (iii) authorization of 50,000,000 shares of preferred stock with a par value of $ 0.01 per share. 104 Table of Contents Holders of Class A and Class B common stock are entitled to one vote per share. Except as otherwise required in the Certificate of Incorporation or by applicable law, the holders of Class A common stock and Class B common stock shall vote together as a single class on all matters on which stockholders are generally entitled to vote. Holders of the Class A common stock are entitled to receive dividends, and upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive the Company’s pro rata remaining assets available for distribution. Holders of Maravai’s Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon dissolution or liquidation of Maravai. Holders of Class A and Class B common stock do not have preemptive or subscription rights. As of December 31, 2025, no preferred stock was outstanding. We are required to, at all times, maintain (i) a one -to-one ratio between the number of shares of Class A common stock outstanding and the number of LLC Units owned by us and (ii) a one -to-one ratio between the number of shares of Class B common stock owned by the MLSH 1 and the number of LLC Units owned by the MLSH 1. We may issue shares of Class B common stock only to the extent necessary to maintain these ratios. Shares of Class B common stock are transferable only together with an equal number of LLC Units if we, at the election of MLSH 1, exchange LLC Units for shares of Class A common stock. All Class B common stock that is transferred shall be automatically retired and cancelled and shall no longer be outstanding. Exchange of Topco LLC Units and Block Trade In May 2024, MLSH 1 exchanged 8,409,946 LLC Units of Topco LLC (paired with an equal number of shares of our Class B common stock) for 8,409,946 shares of the Company’s Class A common stock. Upon receipt by the Company, the shares of our Class B common stock were subsequently cancelled and retired. Following the exchange, MLSH 1 and MLSH 2 sold an aggregate of 9,940,974 shares of our Class A common stock in a block trade (“May 2024 Block Trade”). The Company did not receive any of the proceeds from the sale of shares of our Class A common stock by either MLSH 1 or MLSH 2, but did incur legal and other costs associated with the May 2024 Block Trade, which were not significant. During the years ended December 31, 2025 and 2023, MLSH 1 did not exchange any Paired Interests. Structuring Transactions In connection with the Company’s acquisition of Alphazyme (see Note 2), the Company undertook a series of structuring transactions (the “Structuring Transactions”), including: • On January 18, 2023, the Company acquired all of the outstanding membership interests in Alphazyme (see Note 2). • On January 19, 2023, the Company entered into a contribution agreement (the “Contribution Agreement”) with Alphazyme Holdings, Inc. (“Alphazyme Holdings”), a wholly owned subsidiary of the Company, pursuant to which the Company contributed all such membership interests in Alphazyme (the “Alphazyme Membership Interest”) to Alphazyme Holdings. • On January 22, 2023, Alphazyme Holdings entered into a contribution and exchange agreement (the “Contribution and Exchange Agreement”) with Topco LLC, pursuant to which it contributed all of the Alphazyme Membership Interests to TopCo LLC in exchange for 5,059,134 newly-issued LLC Units of Topco LLC at a price per unit of $ 13.87 , which was equal to the 50-day volume-weighted average price of the Company’s Class A common stock as calculated on January 18, 2023 (the “Contribution and Exchange”). • 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. 12. 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. 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 all periods presented. 105 Table of Contents 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 $ ( 230,762 ) $ ( 259,622 ) $ ( 138,375 ) Less: 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 Class A common shares outstanding 144,360 137,906 131,919 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 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, 2025 2024 2023 Restricted stock units 2,360 1,751 3,181 Stock options 4,529 3,716 4,246 Shares estimated to be purchased under employee stock purchase plan 1,263 72 — Shares of Class B common stock 110,684 110,684 119,094 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 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. 13. 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. All awards granted under the 2020 Plan are intended to be treated as (i) stock options, including incentive stock options (“ISOs”), (ii) stock appreciation rights (“SARs”), (iii) restricted share awards (“RSAs”), (iv) restricted stock units (“RSUs”), (v) performance awards, (vi) dividend equivalents, or (vii) other stock or cash awards as may be determined by the plan’s administrator from time to time. The term of each option award shall be no more than 10 years from the date of grant. 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, 2025, only stock options, RSUs and performance-based RSUs (“PSUs”) have been issued. 106 Table of Contents 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. The ESPP permits eligible employees to purchase shares of Class A common stock at a discount through payroll deductions during specified six-month purchase periods. The price of shares purchased under the ESPP is equal to the lower of the grant date price less a 15 % discount or a 15 % discount to the market closing price on the date of purchase. Compensation expense recognized for the ESPP was insignificant for all periods presented. 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 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 The following table summarizes information related to stock options: Number of Stock Options (in thousands) Weighted Average Exercise Price per Stock Option Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2024 3,716 $ 20.18 7.2 $ — Granted 1,823 2.45 Exercised — — Cancelled ( 1,010 ) 20.79 Outstanding as of December 31, 2025 4,529 $ 12.91 7.3 $ 1,460 Exercisable as of December 31, 2025 2,265 $ 20.71 5.6 $ 27 The Company uses the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The assumptions and estimates are as follows: • Expected term - The expected term represents the period that stock-based awards are expected to be outstanding and is determined using the simplified method. Our historical share option exercise information is limited due to a lack of sufficient data points and does not provide a reasonable basis upon which to estimate an expected term. • Expected volatility - The expected volatility was derived from the historical stock volatilities of peer public companies within our industry that are considered to be comparable to our business over a period equivalent to the expected term of the stock-based awards, since our stock trading history is limited. • Risk-free interest rate - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock-based awards’ expected term. • Expected dividend yield - The expected dividend yield is zero as we have no plans to make dividend payments. A summary of the assumptions used to estimate the fair value of stock option grants for the years presented is as follows: Year Ended December 31, 2025 2024 2023 Expected volatility 63.7 % N/A 48.0 % Risk-free interest rate 4.0 % N/A 3.6 % Expected term (in years) 5.9 N/A 6.5 Expected dividend yield — % N/A — % Stock-based compensation expense related to stock options was $ 5.1 million, $ 10.0 million and $ 11.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. The total fair value of stock options vested was $ 5.0 million, $ 10.6 million and $ 11.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. 107 Table of Contents As of December 31, 2025, the total unrecognized stock-based compensation related to stock options was $ 4.5 million, which is expected be recognized over a weighted-average period of approximately 2.1 years. Restricted Stock Units The Company has granted restricted stock unit awards to employees, non-employee directors and contractors. The following table summarizes information related to RSUs: Restricted Stock Units (in thousands) Weighted Average Fair Value per RSU at Grant Date Balance as of December 31, 2024 7,946 $ 8.57 Granted 12,445 2.49 Vested ( 4,268 ) 8.29 Forfeited ( 4,514 ) 4.85 Balance as of December 31, 2025 11,609 $ 3.51 Stock-based compensation expense related to RSUs was $ 24.9 million, $ 36.8 million and $ 20.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. The total fair value of RSUs vested was $ 16.6 million, $ 12.1 million and $ 5.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the total unrecognized stock-based compensation related to RSUs was $ 19.1 million, which is expected be recognized over a weighted-average period of approximately 1.8 years. The following table summarizes the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Cost of sales $ 6,760 $ 9,649 $ 7,324 Selling, general and administrative 22,087 36,023 24,650 Research and development 3,864 4,968 2,715 Restructuring ( 2,537 ) ( 1,225 ) ( 101 ) Total stock-based compensation $ 30,174 $ 49,415 $ 34,588 14. Income Taxes As of December 31, 2025 and 2024, we are subject to U.S. 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 from continuing operations before income taxes for the periods presented were as follows (in thousands): Year Ended December 31, 2025 2024 2023 U.S. $ ( 224,242 ) $ ( 261,579 ) $ 617,681 International ( 10,732 ) 97 55 Total loss from continuing operations $ ( 234,974 ) $ ( 261,482 ) $ 617,736 108 Table of Contents Income tax (benefit) expense consisted of the following for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Current tax (benefit) expense Federal $ ( 3,012 ) $ ( 1,621 ) $ 405 State and local ( 1,285 ) ( 278 ) 756 International 105 28 8 Total current tax (benefit) expense ( 4,192 ) ( 1,871 ) 1,169 Deferred tax (benefit) expense Federal $ — $ — $ 663,968 State and local — — 90,974 International ( 20 ) 11 — Total deferred tax expense ( 20 ) 11 754,942 Total provision for income taxes $ ( 4,212 ) $ ( 1,860 ) $ 756,111 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 U.S. 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 Italy Foreign rate differential ( 736 ) 0.3 Other 2,968 ( 1.3 ) Other foreign jurisdictions 107 — Tax credits 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 302 ( 0.1 ) 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.. 109 Table of Contents 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 % State and local taxes, net of federal benefits ( 0.1 ) 14.9 Deferred tax revaluation 1.0 1.2 Income of non-controlling interest ( 9.2 ) 0.8 Research and development credits 0.2 — Valuation allowance ( 13.2 ) 87.6 Nondeductible TRA movement — ( 3.0 ) Other 1.0 — Effective tax rate 0.7 % 122.5 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets and liabilities were as follows as of the periods presented below (in thousands): December 31, 2025 December 31, 2024 Deferred tax assets Investment in Topco LLC $ 558,379 $ 584,279 Net operating loss 156,308 93,759 Capital loss carryforward 3,337 3,252 Disallowed interest carryforward 13,487 10,047 Research and development credit carryforward 3,115 — Stock based compensation 6,001 — Other 373 1,775 Total deferred tax assets 741,000 693,112 Valuation allowance ( 740,946 ) ( 693,112 ) Total deferred tax assets, net of valuation allowance 54 — Deferred tax liabilities Intangible assets ( 2,286 ) — Other — ( 11 ) Total deferred tax liabilities ( 2,286 ) ( 11 ) 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) $ 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 110 Table of Contents 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. Due to our recent history of current year and projected near-term pre-tax losses, we determined that the negative evidence outweighs the positive evidence and so it is more likely than not that our deferred tax assets will not be utilized, and therefore the Company recorded a full valuation allowance on its U.S. federal and state deferred tax assets. The objective negative evidence is difficult to overcome and limits the ability to consider other subjective evidence, such as projections of future growth. It is possible in the foreseeable future that there may be sufficient positive evidence, and that the objective negative evidence related to pre-tax losses will no longer be present, in which event the Company could release a portion or all of the valuation allowance. Release of any amount of valuation allowance would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net earnings. Net operating loss (“NOL”) and tax credit carryforwards as of December 31, 2025 were as follows (in millions): Amount Expiration Years Net operating losses, federal $ 136.1 Does not expire Net operating losses, state 20.2 Varies by state Net operating losses, foreign 0.1 Varies by jurisdiction Capital loss carryforward, federal 2.9 2026 Capital loss carryforward, state 0.5 Varies by state Disallowed interest carryforward, federal 13.5 Does not expire Tax credits, federal 1.9 2043 Tax credits, state 1.2 CA - Do not expire 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 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): Year Ended December 31, 2025 2024 2023 Balance, beginning of year $ 3,583 $ 5,198 $ 6,257 Gross increases based on tax positions related to current year 262 179 99 Gross increases based on tax positions related to prior years 218 73 — 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 The Company files income tax returns in the U.S. federal jurisdiction and various states and is not under audit by taxing authorities in any of these jurisdictions. With exceptions for certain states, the Company is no longer subject to U.S. federal, state, and local, or non-U.S. income tax examinations for years before 2022. Payable to Related Parties Pursuant to the Tax Receivable Agreement We are a party to a TRA with MLSH 1 and MLSH 2. The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85 % of the amount of certain tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the Organizational Transactions, IPO and any subsequent purchases or exchanges of LLC Units of Topco LLC. The Company expects to benefit from the remaining 15 % of any cash tax savings that it realizes. We recognize the amount of TRA payments expected to be paid within the next 12 months and classify this amount as current. This determination is based on our estimate of taxable income for the year ended December 31, 2025. As of December 31, 2025, there was no current liability under the TRA. 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 111 Table of Contents 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 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, 2025 and 2024, there were no liabilities under the TRA. Tax Distributions to Topco LLC’s Owners Topco LLC is subject to an operating agreement put in place at the date of the Organizational Transactions (“LLC Operating Agreement”). The LLC Operating Agreement has numerous provisions related to allocations of income and loss, as well as timing and amounts of distributions to its owners. This agreement also includes a provision requiring cash distributions enabling its owners to pay their taxes on income passing through from Topco LLC. These tax distributions are computed based on an assumed income tax rate equal to the sum of (i) the maximum combined marginal federal and state income tax rate applicable to an individual and (ii) the net investment income tax. The assumed income tax rate ranges from 46.7 % to 54.1 % in certain cases where the qualified business income deduction is unavailable. In addition, under the tax rules, Topco LLC is required to allocate taxable income disproportionately to its unit holders. Because tax distributions are determined based on the holder of LLC Units who is allocated the largest amount of taxable income on a per unit basis, but are made pro rata based on ownership, Topco LLC is required to make tax distributions that, in the aggregate, will likely exceed the amount of taxes Topco LLC would have otherwise paid if it were taxed on its taxable income at the assumed income tax rate. Topco LLC is subject to entity level taxation in certain states and certain of its subsidiaries are subject to entity level U.S. and foreign income taxes. As a result, the accompanying consolidated statements of operations include income tax expense related to those states and to U.S. and foreign jurisdictions where Topco LLC or any of our subsidiaries are subject to income tax. 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, 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. 15. Employee Benefit Plans The Company sponsors a 401(k) plan (the “Maravai LifeSciences 401(k) Plan”) pursuant to which eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations, on a pretax basis. The Company provides for a cash match of up to 50 % of employee contributions up to the first 6 % of salary. Total contributions by the Company to the Maravai LifeSciences 401(k) Plan was approximately $ 2.0 million, $ 1.9 million and $ 2.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. 16. Related Party Transactions MLSH 1’s majority owner is GTCR, LLC (“GTCR”). The Company’s General Counsel is an officer of MLSH 1 and MLSH 2. 112 Table of Contents 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). Contribution, Exchange and Forfeiture Agreement with MLSH 1 In connection with the Company’s acquisition of Alphazyme, the Company undertook a series of structuring transactions (see Note 11). Topco LLC Operating Agreement MLSH 1 is party to the Topco LLC operating agreement put in place at the date of the Organizational Transactions. This agreement includes a provision requiring cash distributions enabling its owners to pay their taxes on income passing through from Topco LLC. 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. 17. Segments 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 – TriLink, formerly referred to as Nucleic Acid Production, and Cygnus, formerly referred to as Biologics Safety Testing (see Item 1. Business). A description of each segment follows: • TriLink : 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. • Cygnus : focuses on the manufacturing and sale of host cell protein, bioprocess impurity detection, viral clearance prediction kits and associated products. This segment also provides services for custom antibody development, assay development, antibody affinity extraction and mass spectrometry that are utilized by our customers in their biologic drug manufacturing spectrum. 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 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. 113 Table of Contents 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 TriLink Cygnus Total Revenue $ 119,787 $ 65,956 $ 185,743 Less: Cost of revenue (1) 93,053 11,747 Selling and marketing (1) 22,150 3,075 General and administrative (1) 18,361 4,903 Research and development (1) 9,353 1,987 Other segment items (2) 19 4 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 ( 52,281 ) Amortization ( 27,951 ) Depreciation ( 23,558 ) Interest expense ( 26,992 ) Interest income 11,436 Other adjustments: Acquisition contingent consideration ( 200 ) Acquisition integration costs ( 3,104 ) Stock-based compensation ( 30,174 ) Merger and acquisition related expenses ( 1,270 ) Acquisition related tax adjustment ( 4,082 ) Executive leadership transition costs (3) ( 2,024 ) Impairment of goodwill and long-lived assets ( 68,709 ) Property and equipment impairment ( 1,216 ) Restructuring costs (4) ( 22,064 ) Other ( 3,876 ) Loss before income taxes $ ( 234,974 ) 114 Table of Contents Year Ended December 31, 2024 TriLink Cygnus Total Revenue $ 196,345 $ 62,840 $ 259,185 Less: Cost of revenue (1) 94,694 9,918 Selling and marketing (1) 20,722 2,921 General and administrative (1) 20,370 4,197 Research and development (1) 9,713 1,960 Other segment items (2) 33 3 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 ( 58,732 ) Amortization ( 27,531 ) Depreciation ( 20,852 ) Interest expense ( 47,700 ) Interest income 27,403 Other adjustments: Acquisition contingent consideration 2,003 Acquisition integration costs ( 5,559 ) Stock-based compensation ( 49,415 ) Merger and acquisition related expenses ( 1,728 ) Loss on extinguishment of debt ( 3,187 ) Acquisition related tax adjustment ( 2,306 ) Tax Receivable Agreement liability adjustment ( 40 ) Impairment of goodwill and long-lived assets ( 166,151 ) Restructuring costs (4) ( 11 ) Other ( 2,330 ) Loss before income taxes $ ( 261,482 ) 115 Table of Contents Year Ended December 31, 2023 TriLink Cygnus Total Revenue $ 224,769 $ 64,176 $ 288,945 Intersegment revenues — 3 3 224,769 64,179 288,948 Elimination of intersegment revenues ( 3 ) Total consolidated revenues $ 288,945 Less: Cost of revenue (1) 94,040 9,620 Selling and marketing (1) 18,580 2,295 General and administrative (1) 22,474 4,242 Research and development (1) 7,010 1,077 Other segment items (2) 7 37 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 ( 64,257 ) Amortization ( 27,356 ) Depreciation ( 12,898 ) Interest expense ( 45,892 ) Interest income 27,727 Other adjustments: Acquisition contingent consideration 3,286 Acquisition integration costs ( 12,695 ) Stock-based compensation ( 34,588 ) Merger and acquisition related expenses ( 4,392 ) Acquisition related tax adjustment ( 1,293 ) Tax Receivable Agreement liability adjustment 668,886 Restructuring costs (4) ( 6,567 ) Other ( 1,791 ) Income before income taxes $ 617,736 ___________________ (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. 116 Table of Contents 18. 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. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.