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What changed in MARAVAI LIFESCIENCES HOLDINGS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MARAVAI LIFESCIENCES HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+380 added−502 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-18)

Top changes in MARAVAI LIFESCIENCES HOLDINGS, INC.'s 2025 10-K

380 paragraphs added · 502 removed · 282 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

36 edited+13 added−101 removed32 unchanged
Biggest changeCygnus Technologies product categories include HCP ELISA kits, other bioprocess impurity and contaminant ELISA kits, viral clearance prediction kits, ancillary reagents and custom services. HCP ELISA Kits. HCP ELISA kits are bioassays used to detect residual proteins from the expression system used in bioproduction.
Biggest changeOur products are used during development and scale-up, during the regulatory approval process and throughout commercialization. We are recognized globally for assays that detect host cell proteins (“HCPs”) and other process-related impurities in drug product substances. Cygnus product categories include HCP ELISA kits, other process impurity and containment ELISA kits, viral clearance prediction kits, ancillary reagents and custom analytical services.
Our comprehensive product portfolio addresses the critical stages of biopharmaceutical development, offering: • complex nucleic acids for vaccine, therapeutic and diagnostic applications; • custom enzymes for research and diagnostic use; and • antibody-based solutions to detect impurities during the production of biopharmaceutical products.
Our comprehensive product portfolio addresses the critical stages of biopharmaceutical development, offering: • complex nucleic acids for therapeutic, vaccine, and diagnostic applications; • custom enzymes for research and diagnostic use; and • antibody-based solutions to detect impurities during the production of biopharmaceutical products.
Jurisdiction Patent Number Title Expiration United States 9632087 Methods for evaluating viral clearance from a biopharmaceutical solution employing mock viral particles 2034 United States 10309963 Methods for evaluating viral clearance from a process solution employing mock viral particles 2034 Europe 3044339 Methods and kits for quantifying the removal of mock virus particles from a purified solution 2034 Europe 3250696 Stock Solution of Retrovirus Like Particles with Method and Kit 2036 Australia 2014320015 Methods and kits for quantifying the removal of Mock Virus Particles from a purified solution 2034 Australia 2021200484 Methods and kits for quantifying the removal of Mock Virus Particles from a purified solution 2034 China 105899684 Methods and kits for quantifying pseudoviral particles removed from purified solution 2034 Japan 6549126 Methods and kits for removal of mock virus particles from a purified solution 2034 United States 11754565 Methods and kits for removal of mock virus particles from a purified solution 2034 Trademarks.
Jurisdiction Patent Number Title Expiration United States 9632087 Methods for evaluating viral clearance from a biopharmaceutical solution employing mock viral particles 2034 United States 10309963 Methods for evaluating viral clearance from a process solution employing mock viral particles 2034 United States 12553894 Methods for evaluating viral clearance from a process solution employing mock viral particles 2034 Europe 3044339 Methods and kits for quantifying the removal of mock virus particles from a purified solution 2034 Europe 3250696 Stock Solution of Retrovirus Like Particles with Method and Kit 2036 Australia 2014320015 Methods and kits for quantifying the removal of Mock Virus Particles from a purified solution 2034 Australia 2021200484 Methods and kits for quantifying the removal of Mock Virus Particles from a purified solution 2034 China 105899684 Methods and kits for quantifying pseudoviral particles removed from purified solution 2034 Japan 6549126 Methods and kits for removal of mock virus particles from a purified solution 2034 United States 11754565 Methods and kits for removal of mock virus particles from a purified solution 2034 Trademarks.
If the FDA were to determine, based on the totality of circumstances, that our products labeled and marketed for RUO are intended for diagnostic purposes, they would be considered medical products that will require clearance or approval prior to commercialization. We do not make claims related to safety or effectiveness and they are not intended for diagnostic or clinical use.
We do not make claims related to safety or effectiveness of our RUO products and they are not intended for diagnostic or clinical use, however, if the FDA were to determine, based on the totality of circumstances, that our products labeled and marketed for RUO are intended for diagnostic purposes, they would be considered medical products that will require clearance or approval prior to commercialization.
The contents of our website are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. 17 Table of Contents
The contents of our website are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. 11 Table of Contents
As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. 14 Table of Contents The following granted patents relate to our CleanCap products and technology.
As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. 8 Table of Contents The following granted patents relate to our CleanCap ® products and technology.
All of our sites are subject to licensing and regulation, as appropriate under federal, state and local laws relating to: • the surface and air transportation of chemicals, biological reagents and hazardous materials; • the handling, use, storage and disposal of chemicals (including toxic substances), biological reagents and hazardous waste; • the procurement, handling, use, storage and disposal of biological products for research purposes; • the safety and health of employees and visitors to our facilities; and • protection of the environment and general public.
All of our sites are subject to licensing and regulation, as appropriate under federal, state and local laws relating to: • the surface and air transportation of chemicals, biological reagents and hazardous materials; • the handling, use, storage and disposal of chemicals (including toxic substances), biological reagents and hazardous waste; • the procurement, handling, use, storage and disposal of biological products for research purposes; • the safety and health of employees and visitors to our facilities; and 6 Table of Contents • protection of the environment and general public.
Jurisdiction Patent Number Title Expiration United States 10494399 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 10519189 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 10913768C1 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 11414453 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 11878991 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 11578095 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 12103944 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 3352584 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 3954225 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 3906789 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 4104687 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 4140491 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Australia 2016328645 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Australia 2021206780 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Australia 2023201915 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Canada 2999274 Compositions and methods for synthesizing 5′-Capped RNAs 2036 China ZL 202310734863.0 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Hong Kong HK40080484 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Hong Kong HK40068021 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Hong Kong HK40054592 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Hong Kong HK40075972 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Japan 6814997 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Japan 7082174 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Japan 7594563 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Korea, Republic of 10-2500198 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Korea, Republic of 10-2670937 Compositions and methods for synthesizing 5′-Capped RNAs 2036 15 Table of Contents The following patents relate to our MockV related products and technology.
Jurisdiction Patent Number Title Expiration United States 10494399 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 10519189 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 10913768C1 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 11414453 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 11878991 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 11578095 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 12103944 Compositions and methods for synthesizing 5′-Capped RNAs 2036 United States 12258369 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 3352584 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 3954225 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 3906789 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 4104687 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 4140491 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Europe 4424835 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Australia 2016328645 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Australia 2021206780 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Australia 2023201915 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Australia 2023229522 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Canada 2999274 Compositions and methods for synthesizing 5′-Capped RNAs 2036 China ZL 202310734863.0 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Hong Kong HK40080484 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Hong Kong HK40068021 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Hong Kong HK40054592 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Hong Kong HK40075972 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Japan 6814997 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Japan 7082174 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Japan 7594563 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Korea, Republic of 10-2500198 Compositions and methods for synthesizing 5′-Capped RNAs 2036 Korea, Republic of 10-2670937 Compositions and methods for synthesizing 5′-Capped RNAs 2036 9 Table of Contents The following patents relate to our MockV ® related products and technology.
We serve customers through direct and indirect sales in each business segment, with a primary focus on our biopharmaceutical and large diagnostics and commercial customers. We serve our academic customers via web, email and phone ordering as well as through key partnerships where our reagent products and services can be accessed through partnerships.
We serve customers through direct and indirect sales in each business segment, with a primary focus on our biopharmaceutical and large diagnostics and commercial customers. We serve our academic customers via online tools, email and phone ordering as well as through key partnerships where our reagent products and services can be accessed through partnerships.
To date, there have been no material effects upon our earnings or competitive position resulting from our compliance with applicable laws or regulations enacted or adopted relating to the protection of the 13 Table of Contents environment.
To date, there have been no material effects upon our earnings or competitive position resulting from our compliance with applicable laws or regulations enacted or adopted relating to the protection of the environment.
The FDA regulates, among other things, the research, development, testing, manufacturing, clearance, approval, labeling, storage, recordkeeping, advertising, promotion, marketing, distribution, post-market monitoring and reporting, and import and export of pharmaceutical drugs. Certain of our products are currently marketed as research use only (“RUO”).
The FDA regulates, among other things, the research, development, testing, manufacturing, clearance, approval, labeling, storage, recordkeeping, advertising, promotion, marketing, distribution, post-market monitoring and reporting, and import and export of pharmaceutical drugs. Certain of our products are currently marketed as RUO.
Within each business, we have established Quality Management Systems (“QMS”) responsible for risk based internal audit programs to manage regulatory requirements and client 12 Table of Contents quality expectations.
Within each business, we have established Quality Management Systems (“QMS”) responsible for risk based internal audit programs to manage regulatory requirements and client quality expectations.
We believe that our products that are marketed as RUO products are exempt from compliance with GMP regulations under the FDCA. RUO products cannot make any claims related to safety, effectiveness or diagnostic utility and they cannot be intended for human clinical diagnostic use.
We believe that our products that are marketed as RUO products are exempt from compliance with GMP regulations under the Food, Drug, and Cosmetic Act (“FDCA”). RUO products cannot make any claims related to safety, effectiveness or diagnostic utility and they cannot be intended for human clinical diagnostic use.
Regulatory compliance programs at each of our businesses are managed by a dedicated group responsible for regulatory affairs and compliance, including the use of outside consultants. Our compliance programs are also managed by quality management systems, such as vendor supplier programs and training programs.
Regulatory compliance programs at each of our businesses are managed by a dedicated group responsible for regulatory affairs and compliance. Our compliance programs are also managed by quality management systems, such as vendor supplier programs and training programs.
These customer activities are subject to regulation and consequently require these businesses to be inspected by the FDA and other national regulatory agencies under their respective cGMP regulations. These regulations result in our customers imposing quality requirements on us for the manufacture of our products, and maintain records of our manufacturing, testing and control activities.
These customer activities are subject to extensive regulation by FDA and other national regulatory agencies and consequently require these businesses to be inspected by such agencies under their respective cGMP regulations. As a result, our customers impose rigorous quality requirements on us for the manufacture of our products, and maintain records of our manufacturing, testing and control activities.
These kits enable manufacturers to conduct viral clearance assessments easily and economically and to predict outcomes in-house ahead of costly and logistically challenging live viral clearance studies. Ancillary Reagents . Our ancillary reagent products include antibodies, antigens, sample diluents and other auxiliary products necessary to optimize applications for customer processes. Custom Services .
These kits enable manufacturers to conduct viral clearance assessments and predict outcomes in-house ahead of live viral clearance studies. Ancillary Reagents . Our ancillary reagent products include antibodies, antigens, sample diluents, and other auxiliary products necessary to optimize applications for customer processes. 5 Table of Contents Custom Services .
Most of our TriLink BioTechnologies oligonucleotide products are custom manufactured DNA or RNA sequences, often highly modified and produced as RUO or under GMP conditions for use in development, clinical and commercial applications. Oligonucleotide Synthesis Inputs. Our product offerings through Glen Research include reagents and support supplies for DNA and RNA oligonucleotide synthesis, labeling, modification and purification.
Many of our oligonucleotide products are custom manufactured DNA or RNA sequences, often highly modified and produced as RUO or under GMP conditions for use in development, clinical and commercial applications. Oligonucleotide Synthesis Inputs. Our product offerings include reagents and supports for DNA and RNA oligonucleotide synthesis, labeling, modification and purification.
“Risk Factors—Risks Related to our Intellectual Property.” Human Capital Management: Empowering Our Future Our people are integral to driving Maravai's innovation, growth, and market leadership. As of December 31, 2024, our team had over 570 full-time employees globally.
“Risk Factors—Risks Related to our Intellectual Property.” Human Capital Management: Empowering Our Future Our people are integral to driving Maravai's innovation, growth, and market leadership. 10 Table of Contents As of December 31, 2025, we had 435 full-time employees globally.
Our nucleic acid and biologics safety testing segments produce materials used in research and biopharmaceutical production, clinical trial vaccines and vaccine support products. We produce materials in support of our customers’ manufacturing businesses and to fulfill their validation requirements, as applicable.
Government Regulation Our TriLink and Cygnus segments produce materials used in research and biopharmaceutical production, clinical trial vaccines and vaccine support products. We produce materials in support of our customers’ manufacturing businesses and to fulfill their validation requirements, as applicable.
HCPs constitute a major group of process-related impurities produced using cell culture technology no matter what cell expression platform is used. HCPs pose potential health risks for patients and the risk of failure of safety endpoints for drug manufacturers.
HCP ELISA Kits. HCP ELISA kits are bioassays used to detect residual proteins from expression platforms used in bioproduction. HCPs constitute a major group of process-related impurities produced using cell culture technology no matter what cell expression platform is used. HCPs pose potential health risks for patients and the risk of failure of safety endpoints for drug manufacturers.
We hold a drug manufacturing license with the California Food and Drug Branch of the California Department of Public Health for manufacture of APIs for clinical use and are subject to inspection to maintain licensure.
Active Pharmaceutical Ingredients (“APIs”) for Clinical Trials We provide APIs to customers for use in preclinical studies through and including clinical trials. We hold a drug manufacturing license with the California Food and Drug Branch of the California Department of Public Health for manufacture of APIs for clinical use and are subject to inspection to maintain licensure.
Intellectual Property Our success depends in part on our ability to obtain and maintain intellectual property protection for our products and services, defend and enforce our intellectual property rights, preserve the confidentiality of our trade secrets, and operate without infringing, misappropriating or otherwise violating valid and enforceable intellectual property rights of others.
Our capital and operating expenditures for pollution control in 2025 and 2024 were not material and are not expected to be material in 2026. 7 Table of Contents Intellectual Property Our success depends in part on our ability to obtain and maintain intellectual property protection for our products and services, defend and enforce our intellectual property rights, preserve the confidentiality of our trade secrets, and operate without infringing, misappropriating or otherwise violating valid and enforceable intellectual property rights of others.
Item 1. Business Description of Business Maravai LifeSciences Holdings, Inc. (also referred to in this document as “Maravai,” “we,” “us,” “our” or “the Company”) is a leading life sciences company dedicated to providing critical products that drive the development of groundbreaking vaccines, drug therapies, cell and gene therapies, and diagnostics.
Item 1. Business Description of Business Maravai LifeSciences Holdings, Inc. (also referred to in this document as “Maravai,” “we,” “us,” “our” or “the Company”) is a life sciences company providing critical products and services to enable the development of drugs, therapeutics, vaccines, and diagnostics, and support research on human disease.
Following its 2020 acquisition of the MockV® technology, Cygnus Technologies has introduced the Minute Virus of Mice kit and the MockV RVLP Kit, which are novel, proprietary viral clearance prediction tools that includes a non-infectious “mock virus particle” mimicking the physicochemical properties of live virus that may be present endogenously in the drug substance or introduced during bioproduction.
We offer MockV ® -based tools including the Minute Virus of Mice, the MockV ® MVM kit and the CHO Retrovirus-like Particle, MockV ® RVLP Kit, which are novel, proprietary viral clearance prediction tools that use a non-infectious “mock virus particle” mimicking the physicochemical properties of live virus that may be present endogenously in the drug substance or introduced during bioproduction.
Our brands, products and the end markets they serve are depicted in the following image: Nucleic Acid Production (76% of Revenue for the Year Ended December 31, 2024) We are a global provider of highly modified, complex nucleic acids and related products. We have recognized expertise in complex chemistries and products provided under exacting quality standards.
TriLink (64% of Revenue for the Year Ended December 31, 2025) We are a global provider of highly modified, complex nucleic acids and related products. We have recognized expertise in complex chemistries and products provided under exacting quality standards.
We provide process-specific antibody and ELISA development, qualification and maintenance services. In addition, we have pioneered advanced orthogonal methods including antibody affinity extraction (AAE™), mass spectrometry for HCP antibodies coverage analysis and HCP identification, which we provide as custom services.
We provide process-specific antibody and ELISA development, qualification and maintenance services, as well as orthogonal methods including antibody affinity extraction (AAE™), and mass spectrometry-based services for HCP antibody coverage, identification and quantification analyses.
Our products in this category include kits for measuring Protein A leachate, which results from the affinity purification method used for monoclonal antibody therapeutic agents; ELISA kits for measuring additives in growth media, such as bovine serum albumin; kits for measuring host cell DNA; ELISA kits to detect and quantify residual endonuclease impurities in recombinant viral vector and vaccine preparations; and ELISA kits to quantify residual AAV2, AAV8 and AAV9 ligands resulting from affinity purification method used for adeno associated virus (AAV)-based gene therapies. 8 Table of Contents Viral Clearance Prediction kits .
We offer kits for measuring Protein A and L leachates, growth media additives (such as bovine serum albumin), host cell DNA, residual endonuclease impurities in viral vector and vaccine preparations, and residual AAV ligands resulting from affinity purification method used for certain adeno associated virus (AAV)-based gene therapies. Viral Clearance Prediction kits .
We produce mRNA utilizing standard sequences for generalized research or using customer supplied sequences for custom built constructs. We also provide process development services to optimize customers’ transcription and purification processes. These services can integrate with our cap analogs, NTP products and IVT enzymes and have access to our analytical and QC method development. GMP mRNA synthesis .
We provide products and services for early-stage development, including custom mRNA constructs and process development services. These services can integrate with our CleanCap ® cap analogs, ModTail tail technology, NTP products and IVT enzymes and have access to our analytical and QC method development. GMP mRNA synthesis.
We believe the quality of our personnel is critical to ensuring the collaborative, long-standing relationships we maintain with many of our customers. Commercial We have relationships with the following categories of customers: developers of therapeutics, cell and gene therapies and vaccines, other biopharmaceutical and life science research companies, academic institutions and molecular diagnostic companies.
Commercial We have relationships with the following categories of customers: developers of therapeutics, cell and gene therapies and vaccines, other biopharmaceutical and life science research companies, academic institutions and molecular diagnostic companies. Our biopharmaceutical customers include startups, established biotechnology companies and large pharmaceutical companies developing enzyme replacement therapies, gene editing therapies, ex vivo therapies and vaccines.
We support all customers in-field and in-house technical support, alliance and program management and customer service. We address customers outside the United States with a combination of direct sales and distributors. We serve many of our biopharmaceutical customers, especially in our nucleic acid production segment, via direct sales worldwide.
We support all customers with in-field and in-house technical support, alliance and program management and customer service. We address customers outside the United States with a combination of direct sales and distributor partners, supporting customers in approximately 60 countries. Competition We compete with a range of companies across our segments.
Viral vector manufacturing processes require rigorous analytics, including testing for process-related impurities such as HCPs, host cell DNA, purification leachates, growth media additives and enzymes used in viral vector purification processes. Of all process-related impurities, HCPs present the most complex impurity.
Our customers manufacture a broad range of biopharmaceutical products including monoclonal antibodies and recombinant proteins, both as novel biologics and biosimilars, recombinant vaccines, and cell and gene therapies. Viral vector manufacturing and other bioproduction processes require rigorous analytical testing for process-related impurities such as HCPs, host cell DNA, purification leachates, growth media additives and enzymes used during the purification processes.
We have developed manufacturing processes that overcome many of these obstacles, resulting in highly effective mRNA. We develop and manufacture mRNA products to support vaccine and therapeutic programs from pre-clinical development through and including clinical phases, including scale-up and analytical development services.
We also provide manufacturing services for discovery-scale and GMP mRNA synthesis. mRNA . We develop and manufacture mRNA products to support therapeutic, including cell and gene therapies (“CGT”), and vaccine programs from preclinical development through clinical phases, including process scale-up and analytical development services.
CleanCap analogs are sold as a stand-alone reagents or bundled with other raw materials such as Nucleoside triphosphates (“NTPs”) and enzymes to support the synthesis of mRNA . Our cap analogs are a critical component of several mRNA vaccines and therapies in development. Traditionally, the 5’ cap has been added in one of two ways.
CleanCap ® analogs are sold as stand-alone reagents and may also be bundled with other raw materials such as nucleoside triphosphates (“NTPs”), our ModTail™ technology, and enzymes to support the synthesis of mRNA. CleanCap ® is available in RUO-grade and GMP-grade for clinical and commercial applications. Poly(A) tail modification (ModTail™). We offer poly(A) tail modification technology for mRNA called ModTail™.
Available Information Our website is located at www.maravai.com, and our investor relations website is located at investors.maravai.com.
We aim to attract and retain talent through competitive compensation and benefits, including broad-based equity participation, training and development programs, and workplace health and safety initiatives. Available Information Our website is located at www.maravai.com, and our investor relations website is located at investors.maravai.com.
Business Segments and Products We report our business in two reporting segments – Nucleic Acid Production and Biologics Safety Testing. 4 Table of Contents We market our Nucleic Acid Production business under the TriLink BioTechnologies®, Glen Research and Alphazyme brands. Our Biologics Safety Testing business is comprised of Cygnus Technologies®.
Business Segments and Products We operate and report our business in two segments – TriLink, formerly referred to as Nucleic Acid Production, and Cygnus, formerly referred to as Biologics Safety Testing. During fiscal year 2025, we renamed our reportable segments from Nucleic Acid Production and Biologics Safety Testing to TriLink and Cygnus, respectively.
Biologics Safety Testing (24% of Revenue for the Year Ended December 31, 2024) For over 25 years, the Cygnus Technologies brand has been associated with products and services that enable the detection of impurities present in bioproduction. Our biologics safety testing products are used during development and scale-up, during the regulatory approval process and throughout commercialization.
We provide GMP mRNA manufacturing services for customers in clinical trials through commercial manufacturing. This includes process development and scale-up, regulatory submission support, and in-house analytical services for mRNA analysis and characterization. Cygnus (36% of Revenue for the Year Ended December 31, 2025) We provide products and services that enable the detection of impurities present in bioproduction.
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Our solutions empower research into human diseases and support the entire biopharmaceutical development process – from early discovery to commercialization. We proudly serve a diverse global customer base, including the world’s top biopharmaceutical companies ranked by research and development investment, emerging biotech firms, renowned academic research institutions and leading in vitro diagnostics companies.
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Our customers include biopharmaceutical companies, emerging biotech firms, life science research organizations, academic research institutions and diagnostics companies.
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At Maravai, we are committed to supporting our customers throughout their journey – from early discovery to commercialization – helping bring life-changing innovations to patients worldwide. Our Strategic Priorities for Sustainable Growth: 1) Catalyze the Customer Journey. We deliver solutions from across our portfolio that help to accelerate discoveries and create exceptional customer experiences. 2) Find a Better Way.
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This change reflects updated segment naming to better align with our internal brand and operating terminology. There were no changes to the composition of our reportable segments, the nature of the products and services offered, or the manner in which the chief operating decision maker (“CODM”) evaluates the Company’s operating performance or allocates resources.
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We constantly seek smarter, more efficient ways to enhance our processes, systems, and operations. 3) Deliver Unquestionable Quality. Every action we take reflects our commitment to excellence, knowing that our products and services ultimately impact human lives – because behind every innovation, there’s a patient waiting. 4) Lead Together.
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TriLink provides nucleic acid products and related services, including mRNA, oligonucleotides, CleanCap ® mRNA capping technology, ModTail™ poly(A) tail modification technology, synthesis inputs, nucleoside triphosphates, specialty enzymes, and mRNA manufacturing services. Cygnus provides biologics safety testing products and services, including host cell protein ELISA kits, impurity detection assays, viral clearance prediction tools, ancillary reagents, and custom analytical services.
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We harness the power of diverse perspectives and experiences to drive forward-thinking innovations together. At Maravai, our goal is to achieve diversified, sustainable growth across our businesses by providing essential products and services that fuel the advancement of next-generation medicines from discovery to the clinic.
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Our core offerings include mRNA, our proprietary CleanCap ® mRNA capping and ModTail™ poly(A) tail modification technologies, long and short oligonucleotides, oligonucleotide inputs, nucleoside triphosphates, custom nucleic chemistry, and specialty enzymes. We offer products for research use only (“RUO”) and, where applicable, materials manufactured under good manufacturing processes (“GMP”) to support preclinical, clinical and commercial applications.
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Our core offerings include mRNA, long and short oligonucleotides, our proprietary CleanCap® mRNA capping technology, mRNA building blocks, oligonucleotide building blocks and specialty enzymes. Our offerings address key customer needs for critical components, from research to good manufacturing processes (“GMP”) grade raw materials and active pharmaceutical ingredient (“API”) manufacturing.
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We offer both research-grade and GMP materials to support different phases of development. mRNA Capping (CleanCap ® ). We offer our patented CleanCap ® technology, which is designed to improve co-transcriptional capping efficiency and reduce uncapped mRNA species.
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The nucleic acid production market includes the production and synthesis of reagents for research and manufacturing of DNA and RNA-based biologics, including cell and gene therapies, mRNA therapeutics and synthetic biology approaches. mRNA lies at the core of our capabilities and expertise.
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This proprietary technology increases overall protein expression and extends the duration of protein expression. ModTail™ mRNA is available as catalog products, and ModTail™ technology can be added to custom mRNA via our custom mRNA services.
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We have developed significant proficiency in mRNA technology, driven by our belief in its transformative potential as a therapeutic modality. The first clinical trial involving an mRNA therapeutic agent took place in 2016. Since then, over 1,500 clinical trials are now in the pipeline, encompassing a wide range of medical applications.
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Our ModTail™ technology is compatible with CleanCap ® , various base modifications, construct sizes, poly(A) tail lengths, as well as mRNA produced using enzymatic capping methods. 4 Table of Contents Oligonucleotides. Our oligonucleotide products support applications including therapeutics, in vitro diagnostics, next-gen sequencing (“NGS”) and CRISPR-based gene editing (guide RNA).
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These trials include vaccine development programs targeting infectious diseases such as avian flu, Lyme disease, malaria, HIV, tuberculosis, shingles, rabies, yellow fever, respiratory syncytial virus (RSV), and Zika. Beyond infectious diseases, mRNA-based programs are addressing various medical conditions, including ornithine transcarbamylase deficiency, glycogen storage disorders, alpha-1 antitrypsin deficiency, acute lymphoblastic leukemia, Hurler syndrome, ovarian cancer, cardiovascular disease, and autoimmune disorders.
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Customers include oligonucleotide synthesis service providers, life science and biopharma companies, diagnostic companies, academic institutions and government organizations. Nucleoside Triphosphates (NTPs). We manufacture NTPs used in polymerase chain reactions and sequencing reactions and in the manufacture of mRNA. NTPs may be unmodified, composed of the four standard bases, or modified to enhance particular biological properties for research or therapeutic applications.
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Cell and gene therapy programs also leverage mRNA across multiple therapeutic modalities, such as CRISPR/Cas9, transcription activator-like effector nucleases (TALENs), enzyme replacement therapies, allogeneic CAR-T cells, and base editing. These advancements underscore the broad and growing impact of mRNA technology in revolutionizing healthcare.
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We offer NTPs in RUO and GMP-grade. Custom Nucleic Acid Chemistry . We provide custom nucleotide chemistry synthesis services, including high purity NTPs, amidites and other novel molecules for diagnostic and therapeutic developers. Specialty Enzymes. Enzymes are key inputs in nucleic acid production including in vitro transcription (“IVT”) workflows used to produce mRNA.
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We offer the following nucleic acid products: mRNA, RNA Capping (CleanCap), oligonucleotides, oligonucleotide synthesis inputs, nucleoside triphosphates, custom nucleic acid chemistry, and specialty enzymes. We also offer Discovery/RUO and GMP mRNA synthesis through our manufacturing services. mRNA . mRNA is an intermediary molecule that translates the genetic information stored in DNA into proteins.
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We provide custom, scalable molecular biology enzymes across IVT, next-gen sequencing (“NGS”), life science and diagnostic applications. We provide our proprietary T7 enzyme for reducing double-stranded RNA (“dsRNA”) during IVT. We are vertically integrated, and our enzymes are incorporated into our CleanScript ™ mRNA production workflow. Manufacturing Services. Discovery mRNA synthesis.
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The genetic information stored in DNA is transferred to mRNA in a cellular process called transcription. This process occurs in the nucleus of cells.
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TriLink Competitors include chemistry companies producing monomers and amidites, custom oligonucleotide manufacturers, mRNA-focused biotechnology companies, and CDMOs. For mRNA capping, competitors include providers of enzymatic capping solutions and in-house customer processes. For mRNA and GMP services, competitors include other mRNA manufacturers and CDMOs.
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DNA, a double stranded molecule, is unwound and copied as mRNA by the enzyme RNA polymerase. mRNA is then 5 Table of Contents transferred out of the nucleus to the cytosol, a component of the cytoplasm of a cell, where it serves as a blueprint for making cellular proteins by a multi-component organelle complex called the ribosome. mRNA has traditionally been a difficult molecule for vaccine and therapeutic purposes. mRNA is inherently unstable compared to DNA and is susceptible to degradation by ubiquitous enzymes called RNases. mRNAs are also physically and chemically fragile and can degrade at elevated temperatures and under shear forces that occur during downstream manufacturing processes.
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For oligonucleotide synthesis inputs, competitors include large distributor-manufacturers, and for specialty enzymes, competitors include established life science enzyme providers. Cygnus Competitors include providers of impurity detection kits and companies offering custom assay development, including certain CROs and CDMOs.
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The mRNA molecules may serve as APIs for diverse applications, such as enzyme replacement therapies, gene editing therapies and vaccines. We offer both research grade material and material made under GMP conditions to support all phases of development. RNA Capping. Within the mRNA category, we also offer our patented CleanCap technology.
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Manufacturing and Supply We occupy facilities in San Diego, California, Leland, North Carolina, Sterling, Virginia, and Jupiter, Florida, supporting manufacturing, analytical services, and distribution across our segments. Our supply chain is supported by a network of specialized suppliers and transportation partners, and we evaluate supplier quality and concentration risks as part of supply chain management.
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CleanCap analogs principally serve the mRNA vaccine and therapeutics markets. Cap analogs are a component of mRNA that aids in protein production as well as in making mRNA more stable inside cells. For mRNA to serve as a template to make a protein, it requires a special cap at the 5’ end of the molecule.
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The cap structure also affects the stability of the mRNA. Lack of a cap can result in activation of the innate immune system, which can affect the production of the desired protein or elicit undesired biological effects. We offer a suite of CleanCap analogs that are specifically made for therapeutics and vaccines.
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The cap can be added post mRNA synthesis by an enzymatic process. This enzymatic method has several drawbacks, including the high cost of the capping enzymes as well as the need to perform additional processing steps to the invitro-transcription (“IVT”) synthesis process to remove enzymes and byproducts of the capping reaction.
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While capping efficiency is usually high, the extra processing steps typically result in degradation and mRNA of poorer quality. The second method is to add a synthetic cap analog into the transcription reaction such that the mRNA is transcribed and capped in a single step.
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Anti-reverse cap analog (“ARCA”) is an example of a cap analog that is added to the transcription reaction. This avoids the workflow challenges of the enzymatic process, but typically results in lower yields. Like ARCA, CleanCap analogs are synthetic, chemically-made mRNA 5’ cap analogs added to the transcription process in a single step.
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Unlike ARCA, however, CleanCap results in significantly higher levels of capping efficiency, resulting in very low levels of uncapped mRNA, which in turn minimizes the risk of activation of the innate immune system. In addition, CleanCap’s higher mRNA yields compared to ARCA result in lower cost of goods.
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When compared to enzymatic capping, CleanCap removes the additional downstream purification steps required. We currently offer several variations of the CleanCap molecule, serving the needs of mRNA and self-amplifying RNA developers. CleanCap is available in two quality grades, research use only for discovery and development activities, and a GMP-grade for clinical and commercial applications.
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Our newest CleanCap analog, CleanCap M6, was introduced in May 2023 and is our most robust cap analog to date, enabling mRNA that delivers higher levels of protein production. CleanCap mRNA products represented 72% of our Nucleic Acid Production revenue for the year ended December 31, 2024 (including the revenue from CleanCap products).
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We estimate that revenue from high-volume sales of CleanCap for 6 Table of Contents commercial phase vaccine programs represented approximately 25.4% and 21.0% of our total revenues for the years ended December 31, 2024 and 2023, respectively. Oligonucleotides. The oligonucleotide product category supports broad customer applications, including therapeutics, in vitro diagnostics, NGS and CRISPR-based gene editing.
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We are a reputable and trusted vendor with a large portfolio, quality brand, knowledgeable technical support, and responsive customer service. In addition to oligonucleotide synthesis service providers, our customer base includes life science, biopharma and diagnostic companies, academic institutions and government organizations, all of which internally manufacture their own oligonucleotide products. Nucleoside Triphosphates.
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Nucleoside triphosphates (“NTPs”) are the precursors to DNA and RNA. They are composed of a nitrogen base bound to either ribose or deoxyribose with three phosphate groups added to the sugar. We manufacture NTPs that are used in polymerase chain reactions, in sequencing reactions and in the manufacture of mRNA.
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The NTPs can be unmodified, composed of the four standard bases, or modified, with a base altered to enhance a particular biological property, such as the ability to evade the innate immune system in therapeutic applications. TriLink BioTechnologies NTPs are used by customers in both research and clinical trial applications.
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Our manufacturing capabilities for NTPs now includes both RUO and GMP-grade. Custom Nucleic Acid Chemistry . TriLink BioTechnologies has synthetic chemistry expertise and proprietary manufacturing processes allowing for the highest purity NTP, amidite and custom nucleotide services. We serve a diverse market of diagnostics and therapeutic developers that require novel molecules that are otherwise unavailable on the market.
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Typically, these molecules are initially manufactured in small quantities, and then scaled to meet the need of larger diagnostic platforms or therapeutic applications once positive candidates have been identified by the customer. Specialty Enzymes. Enzymes are critical to almost every phase of nucleic acid production and provide the key starting materials for the IVT process to make mRNA.
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Alphazyme provides custom, scalable molecular biology enzymes with a full product line of IVT, NGS, life science and diagnostic enzyme solutions. Alphazyme enzymes are also incorporated into the TriLink Biotechnologies CleanScript mRNA production workflow. Discovery mRNA synthesis . Through TriLink BioTechnologies, we offer a core set of products and services geared toward customers doing early-stage development work.
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Our TriLink BioTechnologies GMP mRNA manufacturing services offer a clear pathway for customers running clinical trials. We focus on building partnerships with our customers in the emerging market of cell and gene therapy to ensure we are well-positioned to be an extension of their development teams.
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Our services feature robust quality management systems and include process development and scale-up, phase-appropriate, regulatory submission support, and in-house analytical services for mRNA analysis and characterization.
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We are recognized globally for the detection of host cell proteins (“HCPs”) and process-related impurities during bioproduction. Our customers in this segment manufacture a broad range of biopharmaceutical products. These include monoclonal antibodies and recombinant proteins, both as novel biologics and biosimilars, and recombinant vaccines, including oncolytic vaccines to treat cancer.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDisputes may arise regarding intellectual property subject to license agreements, including: • the scope of rights granted under the license agreement and other interpretation related issues; • the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the license agreement; • the sublicensing of patent and other rights under our collaborative development relationships; • our diligence obligations under the license agreement and what activities satisfy those diligence obligations; • our financial obligations under the license agreement; • the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and • the priority of invention of patented technology.
Biggest changeWe might not have the necessary rights or the financial resources to develop, manufacture or market our current or future products without the rights granted under our license agreements, and the loss of sales or potential sales in current or future products covered by such license agreements could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. 36 Table of Contents Disputes may arise regarding intellectual property subject to license agreements, including: • the scope of rights granted under the license agreement and other interpretation related issues; • the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the license agreement; • the sublicensing of patent and other rights under our collaborative development relationships; • our diligence obligations under the license agreement and what activities satisfy those diligence obligations; • our financial obligations under the license agreement; • the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and • the priority of invention of patented technology.
Any acquisition involves numerous risks, uncertainties and operational, financial, and managerial challenges, including the following, any of which could adversely affect our business, financial condition, results of operations, cash flows and prospects: • difficulties in integrating new operations, systems, technologies, products, services and personnel of acquired businesses effectively and in a timely manner; • difficulties in implementing and maintaining controls, procedures and policies with respect to our financial accounting systems, including disclosure controls and procedures and internal control over financial reporting, at acquired businesses that, prior to the acquisition, had lacked such controls, procedures and policies; • lack of synergies or the inability to realize expected synergies and cost-savings, including enhanced revenue, technology, human resources, cost savings, operating efficiencies and other synergies; • difficulties in obtaining and verifying the financial statements and other business information of acquired businesses; • difficulties in managing geographically dispersed operations, including risks associated with entering new or foreign markets in which we have no or limited prior experience; • underperformance of any acquired technology, product, or business relative to our expectations and the price we paid; • negative near-term impacts on financial results after an acquisition, including acquisition-related earnings charges; • the potential loss of key employees, customers, contractual relationships, and strategic partners of acquired companies; • declining employee morale and retention issues affecting employees of businesses that we acquire, which may result from changes in compensation, or changes in management, reporting relationships, future prospects or the direction of the acquired business; • claims by terminated employees and shareholders of acquired companies or other third parties related to the transaction; • the assumption or incurrence of historical liabilities, obligations and expenses of the acquired business, including unforeseen and contingent or similar liabilities that are difficult to identify or accurately quantify, or other litigation-related liabilities and regulatory actions; • the assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of our cash; • the issuance of equity or equity-linked securities to finance or as consideration for any acquisitions that dilute the ownership of our shareholders; • the issuance of equity securities to finance or as consideration for any acquisitions may not be an option if the price of our Class A common stock is low or volatile which could preclude us from completing any such acquisitions; 28 Table of Contents • the assumption of certain collaboration, strategic alliance and licensing arrangement may require us to relinquish valuable rights to our technologies or products, or grant licenses on terms that are not favorable to us; • disruption of our ongoing operations, diversion of management’s attention and company resources from existing operations of the business, and the dedication of significant efforts and expense across all operational areas, including sales and marketing, research and development, manufacturing, finance, legal and information technologies; • the impairment of intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies; • the need to later divest acquired assets at a loss if an acquisition does not meet our expectations; • risks associated with acquiring intellectual property, including potential disputes regarding acquired companies’ intellectual property; and • difficulties relating to operating with increased leverage and incurring additional interest expense as a result of financing acquisitions with additional indebtedness, which could make us more vulnerable to downturns.
Any acquisition involves numerous risks, uncertainties and operational, financial, and managerial challenges, including the following, any of which could adversely affect our business, financial condition, results of operations, cash flows and prospects: • difficulties in integrating new operations, systems, technologies, products, services and personnel of acquired businesses effectively and in a timely manner; • difficulties in implementing and maintaining controls, procedures and policies with respect to our financial accounting systems, including disclosure controls and procedures and internal control over financial reporting, at acquired businesses that, prior to the acquisition, had lacked such controls, procedures and policies; • lack of synergies or the inability to realize expected synergies and cost-savings, including enhanced revenue, technology, human resources, cost savings, operating efficiencies and other synergies; • difficulties in obtaining and verifying the financial statements and other business information of acquired businesses; • difficulties in managing geographically dispersed operations, including risks associated with entering new or foreign markets in which we have no or limited prior experience; • underperformance of any acquired technology, product, or business relative to our expectations and the price we paid; • negative near-term impacts on financial results after an acquisition, including acquisition-related earnings charges; • the potential loss of key employees, customers, contractual relationships, and strategic partners of acquired companies; • declining employee morale and retention issues affecting employees of businesses that we acquire, which may result from changes in compensation, or changes in management, reporting relationships, future prospects or the direction of the acquired business; • claims by terminated employees and shareholders of acquired companies or other third parties related to the transaction; • the assumption or incurrence of historical liabilities, obligations and expenses of the acquired business, including unforeseen and contingent or similar liabilities that are difficult to identify or accurately quantify, or other litigation-related liabilities and regulatory actions; • the assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of our cash; • the issuance of equity or equity-linked securities to finance or as consideration for any acquisitions that dilute the ownership of our shareholders; • the issuance of equity securities to finance or as consideration for any acquisitions may not be an option if the price of our Class A common stock is low or volatile which could preclude us from completing any such acquisitions; • the assumption of certain collaboration, strategic alliance and licensing arrangement may require us to relinquish valuable rights to our technologies or products, or grant licenses on terms that are not favorable to us; • disruption of our ongoing operations, diversion of management’s attention and company resources from existing operations of the business, and the dedication of significant efforts and expense across all operational areas, including sales and marketing, research and development, manufacturing, finance, legal and information technologies; • the impairment of intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies; • the need to later divest acquired assets at a loss if an acquisition does not meet our expectations; • risks associated with acquiring intellectual property, including potential disputes regarding acquired companies’ intellectual property; and 23 Table of Contents • difficulties relating to operating with increased leverage and incurring additional interest expense as a result of financing acquisitions with additional indebtedness, which could make us more vulnerable to downturns.
Among other things: • these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of shareholders; • these provisions provide for a classified board of directors with staggered three-year terms; • these provisions provide that, at any time when GTCR controls, in the aggregate, less than 40% of the outstanding shares of our Class A common stock, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66 2⁄3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; • these provisions prohibit shareholder action by written consent from and after the date on which GTCR controls, in the aggregate, less than 35% in voting power of our stock entitled to vote generally in the election of directors; • these provisions provide that for as long as GTCR controls, in the aggregate, at least 50% in voting power of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of a majority in voting power of the outstanding shares of our capital stock and at any time when GTCR controls, in the aggregate, less than 50% in voting power of all outstanding shares of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of the holders of at least 66 2⁄3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and 54 Table of Contents • these provisions establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings; provided, however, at any time when GTCR controls, in the aggregate, at least 10% in voting power of our stock entitled to vote generally in the election of directors, such advance notice procedure will not apply to GTCR.
Among other things: • these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of shareholders; • these provisions provide for a classified board of directors with staggered three-year terms; • these provisions provide that, at any time when GTCR controls, in the aggregate, less than 40% of the outstanding shares of our Class A common stock, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66 2⁄3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; • these provisions prohibit shareholder action by written consent from and after the date on which GTCR controls, in the aggregate, less than 35% in voting power of our stock entitled to vote generally in the election of directors; 48 Table of Contents • these provisions provide that for as long as GTCR controls, in the aggregate, at least 50% in voting power of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of a majority in voting power of the outstanding shares of our capital stock and at any time when GTCR controls, in the aggregate, less than 50% in voting power of all outstanding shares of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of the holders of at least 66 2⁄3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and • these provisions establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings; provided, however, at any time when GTCR controls, in the aggregate, at least 10% in voting power of our stock entitled to vote generally in the election of directors, such advance notice procedure will not apply to GTCR.
We are subject to the risk of disruption by earthquakes, hurricanes, floods and other natural disasters, fire, power shortages, geopolitical unrest, war (including any escalation of the ongoing military conflicts in Ukraine or the Middle East), terrorist attacks and other hostile acts, public health issues, epidemics or pandemics and other events beyond our control and the control of the third parties on which we depend.
We are subject to the risk of disruption by earthquakes, hurricanes, floods and other natural disasters, fire, power shortages, geopolitical unrest, war (including any escalation of the ongoing military conflicts in Venezuela, Ukraine or the Middle East), terrorist attacks and other hostile acts, public health issues, epidemics or pandemics and other events beyond our control and the control of the third parties on which we depend.
There is no guarantee that any ESG or sustainability goals set forth in our ESG initiatives will be achieved on the desired timeframe or at all, and the achievement of any such goals may require the incurrence of additional costs or the implementation of operational changes, any of which could adversely affect the Company’s results of operations.
There is no guarantee that any sustainability goals set forth in our sustainability initiatives will be achieved on the desired timeframe or at all, and the achievement of any such goals may require the incurrence of additional costs or the implementation of operational changes, any of which could adversely affect the Company’s results of operations.
For example: • others may be able to develop products that are similar to, or better than, our current or future products in a way that is not covered by the claims of the patents we license or may own currently or in the future; • we, or our licensing partners or current or future collaborators, might not have been the first to make the inventions covered by issued patents or pending patent applications that we license or may own currently or in the future; • we, or our licensing partners or current or future collaborators, might not have been the first to file patent applications for certain of our or their inventions; • our pending owned or in-licensed patent applications may not lead to issued patents; • we may choose not to file a patent for certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property; • our competitors or other third parties might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; • it is possible that there are prior public disclosures that could invalidate our or our licensors’ patents; 45 Table of Contents • the patents of third parties or pending or future applications of third parties, if issued, may have an adverse effect on our business; • any patents that we obtain may not provide us with any competitive advantages or may ultimately be found not to be owned by us, invalid or unenforceable; or • we may not develop additional proprietary technologies that are patentable.
For example: • others may be able to develop products that are similar to, or better than, our current or future products in a way that is not covered by the claims of the patents we license or may own currently or in the future; • we, or our licensing partners or current or future collaborators, might not have been the first to make the inventions covered by issued patents or pending patent applications that we license or may own currently or in the future; • we, or our licensing partners or current or future collaborators, might not have been the first to file patent applications for certain of our or their inventions; • our pending owned or in-licensed patent applications may not lead to issued patents; • we may choose not to file a patent for certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property; • our competitors or other third parties might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; • it is possible that there are prior public disclosures that could invalidate our or our licensors’ patents; • the patents of third parties or pending or future applications of third parties, if issued, may have an adverse effect on our business; • any patents that we obtain may not provide us with any competitive advantages or may ultimately be found not to be owned by us, invalid or unenforceable; or • we may not develop additional proprietary technologies that are patentable.
Risks Related to Our Class A Common Stock • The fact that investment entities affiliated with GTCR, LLC (“GTCR”) currently control a majority of the voting power of our outstanding common stock and may have interests that conflict with ours or yours in the future. • Risks related to our “controlled company” status within the meaning of the corporate governance standards of NASDAQ. 19 Table of Contents • The potential anti-takeover effects of certain provisions in our corporate organizational documents. • Potential sales of a significant portion of our outstanding shares of Class A common stock. • Potential preferred stock issuances and the anti-takeover impacts of any such issuances.
Risks Related to Our Class A Common Stock • The fact that investment entities affiliated with GTCR, LLC (“GTCR”) currently control a majority of the voting power of our outstanding common stock and may have interests that conflict with ours or yours in the future. • Risks related to our “controlled company” status within the meaning of the corporate governance standards of NASDAQ. • The potential anti-takeover effects of certain provisions in our corporate organizational documents. 13 Table of Contents • Potential sales of a significant portion of our outstanding shares of Class A common stock. • Potential preferred stock issuances and the anti-takeover impacts of any such issuances.
Pursuant to the Tax Receivable Agreement we are required to make cash payments to MLSH 1 and MLSH 2, collectively, equal to 85% of the tax benefits, if any, that we actually realize, or, in some circumstances, are deemed to realize, as a result of (i) certain increases in the tax basis of assets of Topco LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes related to the LLC Units held by the corporations that merged into our corporate structure as part of the Organizational Transactions (as discussed in Note 11 to our consolidated financial statements), Topco LLC and subsidiaries of Topco LLC that existed prior to our initial public offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax 48 Table of Contents Receivable Agreement.
Pursuant to the Tax Receivable Agreement we are required to make cash payments to MLSH 1 and MLSH 2, collectively, equal to 85% of the tax benefits, if any, that we actually realize, or, in some circumstances, are deemed to realize, as a result of (i) certain increases in the tax basis of assets of Topco LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes related to the LLC Units held by the corporations that merged into our corporate structure as part of the Organizational Transactions (as discussed in Note 11 to our consolidated financial statements), Topco LLC and subsidiaries of Topco LLC that existed prior to our initial public offering and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement.
Risks Related to Our Business and Strategy We are dependent on the level of our customers’ spending on and demand for outsourced nucleic acid production and biologics safety testing products and services.
Risks Related to Our Business and Strategy We are dependent on the level of our customers’ spending on and demand for outsourced nucleic acid and biologics safety testing products and services.
Assuming no material changes in the relevant tax law, we expect that no future payments under the Tax Receivable Agreement relating to the purchase by Maravai LifeSciences Holdings, Inc. of LLC Units from MLSH 1 and the corresponding tax attributes are probable. This determination is based on our estimate of taxable income for the year ended December 31, 2024.
Assuming no material changes in the relevant tax law, we expect that no future payments under the Tax Receivable Agreement relating to the purchase by Maravai LifeSciences Holdings, Inc. of LLC Units from MLSH 1 and the corresponding tax attributes are probable. This determination is based on our estimate of taxable income for the year ended December 31, 2025.
Any such failure could, among other things, lead to increased costs, delayed or lost revenue, delayed market acceptance, damaged reputation, diversion of development resources, legal claims, reimbursement to customers for lost drug product, starting materials and active pharmaceutical ingredients, other customer claims, damage to and possibly termination of existing customer relationships, increased insurance costs, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other batches or products, any of which could harm our business, financial condition, results of operations, cash flows and prospects.
Any such failure could, among other things, lead to increased costs, delayed or lost revenue, delayed market acceptance, damaged reputation, diversion of development resources, 18 Table of Contents legal claims, reimbursement to customers for lost drug product, starting materials and active pharmaceutical ingredients, other customer claims, damage to and possibly termination of existing customer relationships, increased insurance costs, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other batches or products, any of which could harm our business, financial condition, results of operations, cash flows and prospects.
Many of these competitors also have: • broader name recognition; • longer operating histories and the benefits derived from greater economies of scale; • larger and more established distribution networks; 23 Table of Contents • additional product and service lines and the ability to bundle products and services to offer higher discounts or other incentives to gain a competitive advantage; • more experience in conducting research and development, manufacturing and marketing; • more experience in entering into collaborations or other strategic partnership arrangements; and • more financial, manufacturing and human resources to support product development, sales and marketing and patent and other intellectual property litigation.
Many of these competitors also have: • broader name recognition; • longer operating histories and the benefits derived from greater economies of scale; • larger and more established distribution networks; • additional product and service lines and the ability to bundle products and services to offer higher discounts or other incentives to gain a competitive advantage; • more experience in conducting research and development, manufacturing and marketing; • more experience in entering into collaborations or other strategic partnership arrangements; and • more financial, manufacturing and human resources to support product development, sales and marketing and patent and other intellectual property litigation.
This may be (1) because patent 36 Table of Contents applications in the United States, Europe and many other non-U.S. jurisdictions are typically not published until 18 months after filing, or in some cases not at all, (2) because publications of discoveries in scientific literature lag behind actual discoveries, and (3) because we cannot be certain that we or our licensors were the first to make the inventions claimed in any of our owned or any in-licensed issued patents or pending patent applications, or that we or our licensors were the first to file for protection of the inventions set forth in our patents or patent applications.
This may be (1) because patent applications in the United States, Europe and many other non-U.S. jurisdictions are typically not published until 18 months after filing, or in some cases not at all, (2) because publications of discoveries in scientific literature lag behind actual discoveries, and (3) because we cannot be certain that we or our licensors were the first to make the inventions claimed in any of our owned or any in-licensed issued patents or pending patent applications, or that we or our licensors were the first to file for protection of the inventions set forth in our patents or patent applications.
A significant reduction or delay in governmental funding as a result of changes to U.S. federal budgetary policy, or the perception that a shift in budgetary policy may occur, could cause a 22 Table of Contents decline in demand for our products and services and adversely affect our performance and result in declines in our revenue and earnings.
A significant reduction or delay in governmental funding as a result of changes to U.S. federal budgetary policy, or the perception that a shift in budgetary policy may occur, could cause a 16 Table of Contents decline in demand for our products and services and adversely affect our performance and result in declines in our revenue and earnings.
We entered into a Director Nomination Agreement with GTCR that provides GTCR the right to nominate to the Board a number of designees equal to at least: (i) 100% of the total number of directors comprising the Board, so long as GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 40% of the total amount of shares of Class A common stock and Class B common stock it beneficially owned as of November 19, 2020, (ii) 40% of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 30% but less than 40% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020, (iii) 30% of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 20% but less than 30% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020, (iv) 20% of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 10% but less than 20% of the total amount of shares of Class A common stock and Class B common stock it owns as of November 19, 2020 and (v) one director, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 5% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020.
We entered into a Director Nomination Agreement with GTCR that provides GTCR the right to nominate to the Board a number of designees equal to at least: (i) 100% of the total number of directors comprising the Board, so long as GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 40% of the total amount of shares of Class A common stock and Class B common stock it beneficially owned as of November 19, 2020, (ii) 40% of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 30% but less than 40% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020, (iii) 30% of the total number of directors, in the event that GTCR beneficially owns 47 Table of Contents shares of Class A common stock and Class B common stock representing at least 20% but less than 30% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020, (iv) 20% of the total number of directors, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 10% but less than 20% of the total amount of shares of Class A common stock and Class B common stock it owns as of November 19, 2020 and (v) one director, in the event that GTCR beneficially owns shares of Class A common stock and Class B common stock representing at least 5% of the total amount of shares of Class A common stock and Class B common stock it owned as of November 19, 2020.
See also “— Our operating results may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide ” below. 20 Table of Contents Our operating results are prone to significant fluctuations, which may make our future operating results difficult to predict and could cause our actual operating results to fall below expectations or any guidance we may provide.
See also “— Our operating results may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide ” below. 14 Table of Contents Our operating results are prone to significant fluctuations, which may make our future operating results difficult to predict and could cause our actual operating results to fall below expectations or any guidance we may provide.
There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to Maravai LifeSciences Holdings, Inc. by Topco LLC are not sufficient to permit Maravai LifeSciences Holdings, Inc. to make payments under the Tax Receivable Agreement after it has paid taxes.
There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or 43 Table of Contents distributions to Maravai LifeSciences Holdings, Inc. by Topco LLC are not sufficient to permit Maravai LifeSciences Holdings, Inc. to make payments under the Tax Receivable Agreement after it has paid taxes.
The amount, timing and durability of future high-volume CleanCap® orders have become increasingly difficult to forecast because historical customers for such orders have been unable or unwilling to provide visibility into their anticipated future needs and plans to purchase CleanCap®.
The amount, timing and durability of future high-volume CleanCap ® orders have become increasingly difficult to forecast because historical customers for such orders have been unable or unwilling to provide visibility into their anticipated long-term future needs and plans to purchase CleanCap ® .
The Tax Receivable Agreement provides that if (1) certain mergers, asset sales, other forms of business combination or other changes of control were to occur, (2) we breach any of our material obligations under the Tax Receivable Agreement or (3) at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable.
The Tax Receivable Agreement provides that if (1) certain mergers, asset sales, other forms of business combination or other changes of control were to occur, (2) we breach any of our material obligations under the Tax Receivable Agreement or (3) at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate 44 Table of Contents and our obligations, or our successor’s obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable.
If revised forecasts of our future taxable income or other relevant factors result in us releasing all or a portion of the valuation allowance recorded against the deferred tax assets applicable to the aforementioned tax attributes in a future period, the remaining Tax Receivable Agreement liability may be considered probable at that time and recorded on the 49 Table of Contents consolidated balance sheet and within earnings.
If revised forecasts of our future taxable income or other relevant factors result in us releasing all or a portion of the valuation allowance recorded against the deferred tax assets applicable to the aforementioned tax attributes in a future period, the remaining Tax Receivable Agreement liability may be considered probable at that time and recorded on the consolidated balance sheet and within earnings.
A reduction in spending or change in spending priorities of our customers could significantly reduce demand for our products and services and could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
A reduction in spending or change in spending priorities of our customers could significantly reduce demand for our TriLink and Cygnus products and services and could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property rights, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement, misappropriation, or other violation of our patents or other intellectual property, including the unauthorized reproduction of our manufacturing or other know-how or the marketing of competing products in violation of our intellectual property rights generally.
The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property rights, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement, misappropriation, or other violation of our patents or other intellectual property, including the 31 Table of Contents unauthorized reproduction of our manufacturing or other know-how or the marketing of competing products in violation of our intellectual property rights generally.
Any violations, even if inadvertent or accidental, of current or future environmental and safety laws or regulations and the cost of compliance with any resulting order or fine could adversely affect our operations. 30 Table of Contents Risks Related to Our Reliance on Third Parties We depend on a limited number of customers for a high percentage of our revenue.
Any violations, even if inadvertent or accidental, of current or future environmental and safety laws or regulations and the cost of compliance with any resulting order or fine could adversely affect our operations. Risks Related to Our Reliance on Third Parties We depend on a limited number of customers for a high percentage of our revenue.
Our agreements with employees as well as our personnel policies also generally provide that any inventions conceived by the individual in the course of rendering services to us shall be our exclusive property or that we may obtain full rights to such inventions at our election. However, trade secrets are difficult to protect.
Our agreements with employees as well as our personnel policies also generally provide that any inventions conceived by the individual in the course of rendering services to us shall be our exclusive property 33 Table of Contents or that we may obtain full rights to such inventions at our election. However, trade secrets are difficult to protect.
If we are unable to design and maintain proper and effective internal control over financial reporting in the future, or our internal control over financial reporting is determined by us or our auditors to not be operating effectively, we may be exposed to additional risks and investor confidence in us and the value of our Class A common stock could be adversely affected.
If we are unable to design and maintain proper and effective internal control over financial reporting in the future, or our internal control over financial reporting is determined by us or our auditors to not be operating effectively, we may be 46 Table of Contents exposed to additional risks and investor confidence in us and the value of our Class A common stock could be adversely affected.
If our revenue or operating results fall short of the expectations of analysts or investors or any guidance we may provide, or if the guidance we provide falls short of the expectations of analysts or investors, the price of our 21 Table of Contents Class A common stock could decline substantially.
If our revenue or operating results fall short of the expectations of analysts or investors or any guidance we may provide, or if the guidance we provide falls short of the expectations of analysts or investors, the price of our 15 Table of Contents Class A common stock could decline substantially.
We make certain of our products available to customers as research-use-only (“RUO”) products. RUO products are regulated by the FDA as medical devices, and include in vitro diagnostic products in the laboratory research phase of development that are being shipped or delivered for an investigation that is not subject to the FDA’s investigational device exemption requirements.
We make certain of our products available to customers as RUO products. RUO products are regulated by the FDA as medical devices, and include in vitro diagnostic products in the laboratory research phase of development that are being shipped or delivered for an investigation that is not subject to the FDA’s investigational device exemption requirements.
Like other companies, we have on occasion experienced, and will continue to 38 Table of Contents experience, data security incidents involving access to company data, unauthorized payments and threats to our data and systems, including malicious codes and viruses, phishing, business email compromise attacks, or other cyber-attacks. The number and complexity of these threats continue to increase over time.
Like other companies, we have on occasion experienced, and will continue to experience, data security incidents involving access to company data, unauthorized payments and threats to our data and systems, including malicious codes and viruses, phishing, business email compromise attacks, or other cyber-attacks. The number and complexity of these threats continue to increase over time.
In addition, we may need the cooperation of any such co-owners of such patent rights in order to enforce such patent rights against third parties, and such cooperation may not be provided to us. Any of the 37 Table of Contents foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.
In addition, we may need the cooperation of any such co-owners of such patent rights in order to enforce such patent rights against third parties, and such cooperation may not be provided to us. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.
Any significant disruption of those operations for any reason, such as labor disputes or social unrest, power interruptions, fire, hurricanes, a public health crisis (such as a pandemic), earthquakes or other events beyond our control, could adversely affect our sales and customer relationships and therefore adversely affect our 25 Table of Contents business and results of operations.
Any significant disruption of those operations for any reason, such as labor disputes or social unrest, power interruptions, fire, hurricanes, a public health crisis (such as a pandemic), earthquakes or other events beyond our control, could adversely affect our sales and customer relationships and therefore adversely affect our business and results of operations.
The Director Nomination Agreement provides that GTCR may assign such right to a GTCR 53 Table of Contents affiliate. The Director Nomination Agreement prohibits us from increasing or decreasing the size of our Board without the prior written consent of GTCR. GTCR and its affiliates engage in a broad spectrum of activities, including investments in our industry generally.
The Director Nomination Agreement provides that GTCR may assign such right to a GTCR affiliate. The Director Nomination Agreement prohibits us from increasing or decreasing the size of our Board without the prior written consent of GTCR. GTCR and its affiliates engage in a broad spectrum of activities, including investments in our industry generally.
In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these 40 Table of Contents patents. These third parties could bring claims against us or our collaborators that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages.
In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. These third parties could bring claims against us or our collaborators that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages.
Because each of MLSH 1 and MLSH 2 is controlled by GTCR and is considered an “affiliate” of ours, the shares of Class A common stock held by MLSH 1 and MLSH 2 are subject to certain 55 Table of Contents restrictions on resale imposed by U.S. federal securities laws.
Because each of MLSH 1 and MLSH 2 is controlled by GTCR and is considered an “affiliate” of ours, the shares of Class A common stock held by MLSH 1 and MLSH 2 are subject to certain restrictions on resale imposed by U.S. federal securities laws.
The market for pharmaceutical, reagent, therapeutic and diagnostic products and services is intensely competitive, rapidly evolving, significantly affected by new product introductions and other market activities by industry participants and subject to rapid technological change. We also expect increased competition as additional companies enter our market and as more advanced technologies become available.
The market for pharmaceutical, reagent, therapeutic and diagnostic products and services is intensely competitive, rapidly evolving, significantly affected by new product introductions and other market activities by industry participants and subject to rapid technological change. We also expect increased competition as additional companies enter our market and as more 17 Table of Contents advanced technologies become available.
As discussed in Note 18 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we determined that our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 and the three and nine months ended September 30, 2024 required restatement primarily to correct an error we identified relating to the timing of revenue recognition for a product sale with non-standard contractual terms.
As discussed in Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, we determined that our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2024 and the three and nine months ended September 30, 2024 required restatement primarily to correct an error we identified relating to the timing of revenue recognition for a product sale with non-standard contractual terms.
Our longer-term revenue prospects for high-volume CleanCap® orders are highly uncertain but are expected to remain substantially lower than pandemic highs.
Our longer-term revenue prospects for high-volume CleanCap ® orders are highly uncertain but are expected to be substantially lower than pandemic highs.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial 52 Table of Contents reporting and the preparation of financial statements in accordance with GAAP.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
We have no control over the timing and volume of purchases by our customers. We estimate that revenue from high-volume sales of CleanCap® for commercial phase vaccine programs represented approximately 25.4%, 21.0% and 67.9% of our total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
We have no control over the timing and volume of purchases by our customers. We estimate that revenue from high-volume sales of CleanCap ® for commercial phase vaccine programs represented approximately 0.0%, 25.4% and 21.0% of our total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
If we fail in enforcing or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to our senior management and scientific personnel.
If we fail in enforcing or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights. Even if we are successful in prosecuting or defending against such 38 Table of Contents claims, litigation could result in substantial costs and be a distraction to our senior management and scientific personnel.
As of December 31, 2024, investment entities affiliated with GTCR collectively controlled approximately 52% of the voting power of our outstanding common stock and therefore GTCR controls the outcome of all matters submitted to a vote of our shareholders. This control enables GTCR to control the election of the members of the Board and all other corporate decisions.
As of December 31, 2025, investment entities affiliated with GTCR collectively controlled approximately 51% of the voting power of our outstanding common stock and therefore GTCR controls the outcome of all matters submitted to a vote of our shareholders. This control enables GTCR to control the election of the members of the Board and all other corporate decisions.
Additionally, if we 33 Table of Contents are unable to properly protect the privacy and security of personal information, we could be found to have breached our contracts. Many states in which we operate have laws that protect the privacy and security of personal information.
Additionally, if we are unable to properly protect the privacy and security of personal information, we could be found to have breached our contracts. Many states in which we operate have laws that protect the privacy and security of personal information.
We engage in business globally, with approximately 51%, 51% and 62% of our revenue for the years ended December 31, 2024, 2023 and 2022, respectively, coming from outside the U.S. In addition, one of our strategies is to expand geographically, both through distribution and through direct sales.
We engage in business globally, with approximately 40%, 51% and 51% of our revenue for the years ended December 31, 2025, 2024 and 2023, respectively, coming from outside the U.S. In addition, one of our strategies is to expand geographically, both through distribution and through direct sales.
For the years ended December 31, 2024, 2023 and 2022, we estimate that revenue from high-volume sales of CleanCap® for commercial phase vaccine programs and related services represented approximately 25.4%, 21.0% and 67.9%, respectively, of our total revenues.
For the years ended December 31, 2025, 2024 and 2023, we estimate that revenue from high-volume sales of CleanCap ® for commercial phase vaccine programs and related services represented approximately 0.0%, 25.4% and 21.0%, respectively, of our total revenues.
These companies may have a competitive advantage over us due to their size, cash resources and greater capabilities with respect to clinical development and commercialization. Furthermore, companies that perceive us as a 42 Table of Contents competitor may be unwilling to assign or license rights to us.
These companies may have a competitive advantage over us due to their size, cash resources and greater capabilities with respect to clinical development and commercialization. Furthermore, companies that perceive us as a competitor may be unwilling to assign or license rights to us.
Moreover, customers may believe that larger companies are better able to compete as sole source vendors, and therefore prefer to purchase from such businesses. Failure to anticipate and respond to competitors’ actions may impact our future revenue and profitability.
Moreover, customers may believe that larger companies are 21 Table of Contents better able to compete as sole source vendors, and therefore prefer to purchase from such businesses. Failure to anticipate and respond to competitors’ actions may impact our future revenue and profitability.
Certain of our raw materials are sourced from a limited number of suppliers and some materials, including a proprietary DNA reagent, certain packaging materials, specific cell lines for Cygnus Technologies’ operations and certain raw materials used in our nucleic acid production products, as well as those raw materials sold under the Glen Research brand, are sole sourced.
Certain of our raw materials are sourced from a limited number of suppliers and some materials, including a proprietary DNA reagent, certain packaging materials, specific cell lines for Cygnus operations and certain raw materials used in our TriLink products, as well as those raw materials sold under the Glen Research brand, are sole sourced.
In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us, especially as we gain greater visibility and market exposure as a public company.
In addition, patent 34 Table of Contents holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us, especially as we gain greater visibility and market exposure as a public company.
Risks Related to Our Business and Strategy • The level of our customers’ spending on and demand for outsourced nucleic acid production and biologics safety testing products and services. • Our operating results are prone to significant fluctuation, which may make our future operating results difficult to predict and could cause our actual operating results to fall below expectations or any guidance we may provide. • Uncertainty regarding the extent and duration of our revenue associated with high-volume sales of CleanCap® for commercial phase vaccine programs and the dependency of such revenue, in important respects, on factors outside our control. • Shifts in the trade, economic and other policies and priorities of the U.S. federal government on our and our customers’ current and future business operations. • Our ability to attract, retain and motivate a highly skilled workforce. • Use of our products by customers in the production of vaccines and therapies, some of which represent relatively new and still-developing modes of treatment, and the impact of unforeseen adverse events, negative clinical outcomes, development of alternative therapies, or increased regulatory scrutiny of these modes of treatment and their financial cost on our customers’ use of our products and services. • Competition with life science, pharmaceutical and biotechnology companies who are substantially larger than us and potentially capable of developing new approaches that could make our products, services and technology obsolete. • The potential failure of our products and services to not perform as expected and the reliability of the technology on which our products and services are based. • The risk that our products do not comply with required quality standards. • Market acceptance of our life science reagents. • Our ability to efficiently manage our strategic acquisitions and organic growth opportunities. • Natural disasters, geopolitical instability (including the ongoing military conflicts in Ukraine and the Middle East) and other catastrophic events. • Risks related to our acquisitions, including whether we achieve the anticipated benefits of acquisitions of businesses or technologies. • Product liability lawsuits. • Our dependency on a limited number of customers for a high percentage of our revenue and our ability to maintain our current relationships with such customers. • Our reliance on a limited number of suppliers or, in some cases, sole suppliers, for some of our raw materials and the risk that we may not be able to find replacements or immediately transition to alternative suppliers. • The risk that our products become subject to more onerous regulation by the FDA or other regulatory agencies in the future. 18 Table of Contents Risks Related to Our Intellectual Property and Technology • Our ability to obtain, maintain and enforce sufficient intellectual property protection for our current or future products. • The risk that a future cyber-attack or security breach cannot be prevented. • Our ability to protect the confidentiality of our proprietary information. • The risk that one of our products may be alleged (or found) to infringe on the intellectual property rights of third parties. • Compliance with our obligations under intellectual property license agreements. • Our or our licensors’ failure to maintain the patents or patent applications in-licensed from a third party. • Our ability to adequately protect our intellectual property and proprietary rights throughout the world.
Risks Related to Our Business and Strategy • The level of our customers’ spending on and demand for outsourced TriLink and Cygnus products and services. • Our operating results are prone to significant fluctuation, which may make our future operating results difficult to predict and could cause our actual operating results to fall below expectations or any guidance we may provide. • Uncertainty regarding the extent and duration of our revenue associated with high-volume sales of CleanCap ® for commercial phase vaccine programs and the dependency of such revenue, in important respects, on factors outside our control. • Shifts in the trade, economic and other policies and priorities of the U.S. federal government on our and our customers’ current and future business operations. • Unintended consequences from our recent organizational changes and workforce reduction. • Use of our products by customers in the production of vaccines and therapies, some of which represent relatively new and still-developing modes of treatment, and the impact of unforeseen adverse events, negative clinical outcomes, development of alternative therapies, or increased regulatory scrutiny of these modes of treatment and their financial cost on our customers’ use of our products and services. • Competition with life science, pharmaceutical and biotechnology companies who are substantially larger than us and potentially capable of developing new approaches that could make our products, services and technology obsolete. • The potential failure of our products and services to not perform as expected and the reliability of the technology on which our products and services are based. • Our use of Artificial Intelligence technologies, including Machine Learning resulting in business, compliance, and reputational challenges. • The risk that our products do not comply with required quality standards. • Market acceptance of our life science reagents. • Our ability to efficiently manage our strategic acquisitions and organic growth opportunities. • Natural disasters, geopolitical instability and other catastrophic events. • Risks related to our acquisitions, including whether we achieve the anticipated benefits of acquisitions of businesses or technologies. • Product liability lawsuits. • Our dependency on a limited number of customers for a high percentage of our revenue and our ability to maintain our current relationships with such customers. • Our reliance on a limited number of suppliers or, in some cases, sole suppliers, for some of our raw materials and the risk that we may not be able to find replacements or immediately transition to alternative suppliers. • The risk that our products become subject to more onerous regulation by the FDA or other regulatory agencies in the future. 12 Table of Contents Risks Related to Our Intellectual Property and Technology • Our ability to obtain, maintain and enforce sufficient intellectual property protection for our current or future products. • The risk that a future cyber-attack or security breach cannot be prevented. • Our ability to protect the confidentiality of our proprietary information. • The risk that one of our products may be alleged (or found) to infringe on the intellectual property rights of third parties. • Compliance with our obligations under intellectual property license agreements. • Our or our licensors’ failure to maintain the patents or patent applications in-licensed from a third party. • Our ability to adequately protect our intellectual property and proprietary rights throughout the world.
Any significant change in 34 Table of Contents regulations could have an adverse effect on both our customers’ business and our business, which could result in reduced demand for our products and services or increases in our expenses.
Any significant change in regulations could have an adverse effect on both our customers’ business and our business, which could result in reduced demand for our products and services or increases in our expenses.
Assessment of the error and the effectiveness of the Company’s disclosure controls and procedures and its internal control over financial reporting, the resulting restatement of our unaudited condensed consolidated financial statements for the impacted periods, and the ongoing process of remediating the material weaknesses in our internal control over financial reporting have diverted management’s attention and caused us to incur unanticipated expenses for legal, audit and other professional services fees.
Assessment of the error and the effectiveness of the Company’s disclosure controls and procedures and its internal control over financial reporting, the resulting restatement of our unaudited condensed consolidated financial statements for the impacted periods, the related securities litigation, and remediating the material weaknesses in our internal control over financial reporting diverted management’s attention and caused us to incur significant unanticipated expenses for legal, audit and other professional services fees.
If we are unable to meet our ESG initiatives or evolving investor, industry, or customer expectations and standards, we are perceived to have not responded adequately on any number of ESG matters, or we draw scrutiny from certain people or groups with an opposing viewpoint, we risk damage to our brand and reputation, adverse impacts to our ability to secure government contracts, decreased desirability of our common stock to investors, or limited access to capital markets and other sources of financing..
If we are unable to meet evolving investor, industry, or customer expectations and standards with respect to their ESG-related expectations and requirements, we are perceived to have not responded adequately on any number of ESG matters, or we draw scrutiny from certain people or groups with an opposing 30 Table of Contents viewpoint, we risk damage to our brand and reputation, adverse impacts to our ability to secure customer contracts, decreased desirability of our common stock to certain investors, or limited access to capital markets and other sources of financing.
Cost and wage inflation, supply disruptions and logistics capacity constraints have increased in the past, or may increase in the future, our costs to manufacture and distribute our products and services.
Cost and wage inflation, supply disruptions and logistics capacity constraints have increased in the past, or may increase in the future, our costs to manufacture and 26 Table of Contents distribute our products and services.
This subjects us to a number of risks, including international economic, geopolitical, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on income earned by foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; new or increased tariffs (or potential retaliatory actions taken in response thereto), quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.
This subjects us to a number of risks, including international economic, geopolitical, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on income earned by foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; new or increased tariffs (or potential retaliatory actions taken in response thereto), quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases. 29 Table of Contents The application of laws and regulations implicating global transactions is often unclear and may at times conflict.
There have been no changes to our position as of December 31, 2024.
There have been no changes to our position as of December 31, 2025.
Risks Related to Being a Public Company • Risks and uncertainty related to the restatement of our previously issued quarterly financial statements. • Our ability to remediate the material weaknesses in our internal control over financial reporting in a timely manner. • Our ability to design and maintain effective internal control over financial reporting in the future.
Risks Related to Being a Public Company • Risks and uncertainty related to the restatement of our previously issued quarterly financial statements. • Our ability to design and maintain effective internal control over financial reporting in the future.
We expect to experience further declines in high-volume sales of CleanCap® for the aforementioned reasons, as well as a result of unused inventory of our products that our customers have on hand, which are not indication-specific.
We expect to experience unpredictable fluctuations in demand for high-volume sales of CleanCap ® for the aforementioned reasons, as well as a result of any unused inventory of our products that our customers have on hand, which are not indication-specific.
A failure in any one of these areas could make it difficult for us to meet market expectations for our products and services and could damage our reputation and our business, financial condition, results of operations, cash flows and prospects could be adversely affected. Our products are highly complex and are subject to quality control requirements.
A failure in any one of these areas could make it difficult for us to meet market expectations for our products and services and could damage our reputation and our business, financial condition, results of operations, cash flows and prospects could be adversely affected.
As of December 31, 2024, we had 141,976,348 outstanding shares of Class A common stock, 20,150,005 of which were held by MLSH 2, and further, as of December 31, 2024, an additional 110,684,080 shares of Class A common stock are issuable upon the exchange by MLSH 1 of its interest in Topco.
As of December 31, 2025, we had 145,324,017 outstanding shares of Class A common stock, 20,150,005 of which were held by MLSH 2, and further, as of December 31, 2025, an additional 110,684,080 shares of Class A common stock are issuable upon the exchange by MLSH 1 of its interest in Topco.
Our biologics safety testing customers are biopharmaceutical companies, contract research organizations (“CROs”), contract development and manufacturing organizations (“CDMOs”) and life science companies, which largely serve the biopharmaceutical industry. Our nucleic acid production customers are largely vaccine and therapeutic drug makers or diagnostics manufacturers, which rely in part on government healthcare-related policies and funding.
Our Cygnus customers are biopharmaceutical companies, contract research organizations (“CROs”), contract development and manufacturing organizations (“CDMOs”) and life science companies, which largely serve the biopharmaceutical industry. Our TriLink customers are largely vaccine and therapeutic drug makers or diagnostics manufacturers, which rely in part on government healthcare-related policies and funding.
We rely, in part, on intellectual property and technology which we have in-licensed. We may also need to obtain additional licenses in the future to advance our research or allow commercialization of our future products and it is possible that we may be unable to do so at a reasonable cost or on reasonable terms, if at all.
We may also need to obtain additional licenses in the future to advance our research or allow commercialization of our future products and it is possible that we may be unable to do so at a reasonable cost or on reasonable terms, if at all.
See “Dividend Policy.” Unanticipated changes in our effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition. We are subject to income taxes in the U.S. and certain foreign jurisdictions. Our tax liabilities will be subject to the allocation of expenses in differing jurisdictions.
See “Dividend Policy.” 45 Table of Contents Unanticipated changes in our effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition. We are subject to income taxes in the U.S. and certain foreign jurisdictions.
Lower levels of venture capital investment in the health and life sciences sector, together with hesitancy about a broader economic recovery, including as a result of geopolitical instability and actual and potential shifts in U.S. and foreign trade, economic and other policies, has led certain of our customers to implement more stringent budgetary policies designed to conserve capital, which in turn, caused a reduction in research and development spending and a decline in further purchases of our products and services.
Lower levels of venture capital investment in the healthcare and biotech sector, relative to other sectors, together with caution about the stability of the broader macroeconomic environment, including as a result of of geopolitical instability and actual and potential shifts in U.S. and foreign trade, economic and other policies, has led certain of our customers to implement more stringent budgetary policies designed to conserve capital, which in turn, caused a reduction in research and development spending and a decline in further purchases of our products and services.
We provide API products to customers for use in preclinical studies through and including clinical trials.
We provide API products to customers for use in preclinical 27 Table of Contents studies through and including clinical trials.
As of December 31, 2024, we had total current and long-term indebtedness outstanding of approximately $295.9 million, including term loans of $299.7 million less unamortized debt issuance costs of $3.8 million. We may incur significant additional indebtedness in the future. If we increase our current indebtedness levels, the risks related to our indebtedness as set forth herein could intensify.
As of December 31, 2025, we had total current and long-term indebtedness outstanding of approximately $291.8 million, including term loans of $294.2 million less unamortized debt issuance costs of $2.5 million. We may incur significant additional indebtedness in the future. If we increase our current indebtedness levels, the risks related to our indebtedness as set forth herein could intensify.
As a result, changes in government funding for certain research, decreases in or the imposition of limits on government spending more generally (including if the Office of Management and Budget reenacts its call for a freeze on payments for federal grants), skepticism of or hostility to mRNA as a modality, or reductions in overall healthcare spending could negatively impact us or our customers and, correspondingly, our sales to them, which would negatively affect our business, operations and financial condition.
As a result, changes in government funding for certain research, decreases in or the imposition of limits on government spending more generally, skepticism of or hostility to mRNA as a modality, or reductions in overall healthcare spending could negatively impact us or our customers and, correspondingly, our sales to them, which would negatively affect our business, operations and financial condition.
If customers do not adopt our new products, services 26 Table of Contents and technologies, our results of operations may suffer and, as a result, the market price of our Class A common stock may decline. It may be difficult for us to implement our strategies for revenue growth in light of competitive challenges.
If customers do not adopt our new products, services and technologies, our results of operations may suffer and, as a result, the market price of our Class A common stock may decline. It may be difficult for us to implement our strategies for revenue growth in light of competitive challenges. We face significant competition across many of our product lines.
As noted above and further disclosed in Part II, Item 9A, “Controls and Procedures” of this Annual Report, we identified material weaknesses in our internal control over financial reporting as of December 31, 2024,and as a result, our management concluded that our disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2024.
As further disclosed in Part II, Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2024, we identified material weaknesses in our internal control over financial reporting as of December 31, 2024, and as a result, our management concluded that our disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2024.
Any product liability claim brought against us, with or without merit, could increase our insurance rates or prevent us from securing insurance coverage in the future. 27 Table of Contents We may be unable to efficiently manage growth opportunities as a larger and more geographically diverse organization.
Any product liability claim brought against us, with or without merit, could increase our insurance rates or prevent us from securing insurance coverage in the future. We may be unable to efficiently manage growth opportunities as a more geographically diverse organization. Our strategic acquisitions and our organic growth opportunities have increased the scope and complexity of our business.
As the supply and manufacture of COVID-19 vaccines by our customers slows, or becomes no longer necessary, including if COVID-19 vaccines by our customers’ competitors are determined or perceived to be more effective, we expect that demand for high-volume sales of CleanCap® will continue to significantly decrease, which would have a material adverse effect on our revenue, results of operations and financial condition.
As the supply and manufacture of COVID-19 vaccines by our customers slows, or becomes no longer necessary, including if COVID-19 vaccines by our customers’ competitors are determined or perceived to be more effective, we expect that demand for high-volume sales of CleanCap ® will remain low, which could continue to adversely affect our revenue, results of operations and financial condition.
Our use of distribution arrangements and marketing alliances to commercialize our products and services subject us to a number of risks, including the following: • we may be required to relinquish important rights to our products; • we may not be able to control the amount and timing of resources that our distributors or collaborators may devote to the distribution or marketing of our products; • our distributors or collaborators may experience financial difficulties; and • business combinations or significant changes in a collaborator’s business strategy may adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement. 31 Table of Contents We rely on a limited number of suppliers or, in some cases, sole suppliers, for some of our raw materials and may not be able to find replacements or immediately transition to alternative suppliers.
Our use of distribution arrangements and marketing alliances to commercialize our products and services subject us to a number of risks, including the following: • we may be required to relinquish important rights to our products; • we may not be able to control the amount and timing of resources that our distributors or collaborators may devote to the distribution or marketing of our products; • our distributors or collaborators may experience financial difficulties; and • business combinations or significant changes in a collaborator’s business strategy may adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement.
While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provisions to be inapplicable or unenforceable with respect to one or more of these specified types of actions or proceedings, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects and result in a diversion of the time and resources of our employees, management and board of directors.
While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provisions to be inapplicable or unenforceable with respect to one or more of these specified types of actions or proceedings, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects and result in a diversion of the time and resources of our employees, management and board of directors. 49 Table of Contents If our existing investors sell a significant portion of our total outstanding shares of Class A common stock, the market price of our Class A common stock could drop significantly, even if our business is doing well.
Therefore, we have less than 40% of the value of our total assets (exclusive of U.S. government securities and cash items) in “investment securities.” However, if we were to lose the right to manage and control Topco LLC, interests in Topco LLC could be deemed to be “investment securities” under the 1940 Act. 51 Table of Contents We intend to conduct our operations so that we will not be deemed to be an investment company.
Therefore, we have less than 40% of the value of our total assets (exclusive of U.S. government securities and cash items) in “investment securities.” However, if we were to lose the right to manage and control Topco LLC, interests in Topco LLC could be deemed to be “investment securities” under the 1940 Act.
If we are unable to remediate the identified material weaknesses in a timely manner, or at all, or are otherwise unable to maintain effective internal control over financial reporting in the future, our ability to record, process and report financial information accurately, and to comply with our financial reporting obligations, could be adversely impacted.
If we identify additional material weaknesses or significant deficiencies in the future, or are otherwise unable to maintain effective internal control over financial reporting in the future, our ability to record, process and report financial information accurately, and to comply with our financial reporting obligations, could be adversely impacted.
We face significant competition across many of our product lines. In addition, consolidation trends in the pharmaceutical, biotechnology and diagnostics industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressure on us.
In addition, consolidation trends in the pharmaceutical, biotechnology and diagnostics industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressure on us.
The application of laws and regulations implicating global transactions is often unclear and may at times conflict. Compliance with these laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and profitability. Non-compliance could also result in fines, damages, criminal sanctions, prohibited business conduct, and damage to our reputation.
Compliance with these laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and profitability. Non-compliance could also result in fines, damages, criminal sanctions, prohibited business conduct, and damage to our reputation.
Nonpayment for a specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds. Payments under the Tax Receivable Agreement will be based on the tax reporting positions we determine.
Nonpayment for a 42 Table of Contents specified period, however, may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, unless, generally, such nonpayment is due to a lack of sufficient funds.
There are significant risks at each stage of the regulatory scheme for our customers. 35 Table of Contents Regulatory agencies may in the future take action against us or our customers for failure to comply with applicable regulations governing clinical trials and the development and testing of therapeutic products.
Regulatory agencies may in the future take action against us or our customers for failure to comply with applicable regulations governing clinical trials and the development and testing of therapeutic products.
Further, we may not be able to consummate these asset sales (including as a result of restrictions imposed on us under our credit agreement) or sell assets at prices and on terms that we believe are fair, and any proceeds that we do receive may not be adequate to meet any debt service obligations then due.
Further, we may not be able to consummate these asset sales (including as a result of restrictions imposed on us under our credit agreement) or sell assets at prices and on terms that we believe are fair, and any proceeds that we do receive may not be adequate to meet any debt service obligations then due. 41 Table of Contents The terms of the financing documents governing our Credit Agreement restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
In January 2023, we completed the acquisition of Alphazyme, LLC, an original equipment manufacturer provider of custom molecular biology enzymes, servicing customers in the genetic analysis and nucleic acid synthesis markets to complement our nucleic acid production business, in January 2025, we acquired the intellectual property and related assets of Molecular Assemblies, Inc., developers of enzymatic DNA synthesis technology to complement our nucleic acid production business, and in February 2025, we completed the acquisition of Officinae Bio, S.R.L., a technology company with a proprietary digital platform designed with AI and machine learning capabilities to support the biological design of therapeutics to complement our nucleic acid production business.
In January 2025, we acquired the intellectual property and related assets of Molecular Assemblies, Inc., developers of enzymatic DNA synthesis technology to complement our TriLink business, and in February 2025, we completed the acquisition of Officinae Bio, S.R.L., a technology company with a proprietary digital platform designed with AI and machine learning capabilities to support the biological design of therapeutics to complement our TriLink business.
Certain of our products are used by customers in the production of vaccines and therapies, some of which represent relatively new and still-developing modes of treatment.
Any such inefficiencies could adversely impact our results of operations and cash flows Certain of our products are used by customers in the production of vaccines and therapies, some of which represent relatively new and still-developing modes of treatment.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSee “ Our internal computer systems, or those of our customers, collaborators or other contractors, have been and may 56 Table of Contents in the future be subject to cyber-attacks or security breaches, which could result in a material disruption of our product development programs or otherwise adversely affect our business, financial condition, results of operations, cash flows and prospects ” within Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
Biggest changeSee “ Our internal computer systems, or those of our customers, collaborators or other contractors, have been and may in the future be subject to cyber-attacks or security breaches, which could result in a material disruption of our product development programs or otherwise adversely affect our business, financial condition, results of operations, cash flows and prospects ” within Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
In addition, we engage third-party consultants to assist us in assessing, enhancing, implementing, and monitoring our cybersecurity risk management programs, including conducting penetration testing, phishing campaigns, and vulnerability assessments, and responding to any incidents. We also assess the risks from cybersecurity threats of our suppliers and third-party service providers.
In addition, we engage third-party consultants to assist us in assessing, enhancing, implementing, and monitoring our cybersecurity risk management programs, including conducting penetration testing, phishing campaigns, and vulnerability assessments, and responding to any incidents. 50 Table of Contents We also assess the risks from cybersecurity threats of our suppliers and third-party service providers.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSquare Footage Segment San Diego, CA 237,000 Nucleic Acid Production Sterling, VA 21,000 Nucleic Acid Production Leland, NC 46,000 Biologics Safety Testing Southport, NC 20,000 Biologics Safety Testing Jupiter, FL 17,000 Nucleic Acid Production
Biggest changeSquare Footage Segment San Diego, CA 237,000 TriLink Sterling, VA 21,000 TriLink Leland, NC 46,000 Cygnus Southport, NC 20,000 Cygnus Jupiter, FL 22,000 TriLink 51 Table of Contents Item 3. Legal Proceedings See Item 8 of Part II, “Financial Statements and Supplementary Data — Note 9 — Commitments and Contingencies — Legal Proceedings.” Item 4.
The facilities serve as the principal hub of operations for our nucleic acid production business and were purpose built to expand the capacity of this business segment while adding specialized capabilities in the form of clean rooms, air handling, waste and solvent handling, and GMP capabilities.
The facilities serve as the principal hub of operations for our TriLink business and were purpose built to expand the capacity of this business segment while adding specialized capabilities in the form of clean rooms, air handling, waste and solvent handling, and GMP capabilities.
Added
Mine Safety Disclosures Not applicable. 52 Table of Contents Part II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePlan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) (2) 11,023,468 $ 6.01 62,828,656 Total 11,023,468 $ 6.01 62,828,656 ____________________ (1) Includes 10,215,364 shares of our Class A common stock that remain available for purchase under the 2020 Employee Stock Purchase Plan and 65,088,616 shares of our Class A common stock that remain available for grant under the 2020 Omnibus Incentive Plan.
Biggest changePlan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) (2) 14,767,648 $ 3.05 62,924,844 Total 14,767,648 $ 3.05 62,924,844 ____________________ (1) Includes 9,786,075 shares of our Class A common stock that remain available for purchase under the 2020 Employee Stock Purchase Plan and 72,276,653 shares of our Class A common stock that remain available for grant under the 2020 Omnibus Incentive Plan.
Equity Compensation Plan Information The following table sets forth information as of December 31, 2024 regarding shares of our Class A common stock that may be issued under the Company’s equity compensation plans, consisting of our 2020 Omnibus Incentive Plan and our 2020 Employee Stock Purchase Plan.
Equity Compensation Plan Information The following table sets forth information as of December 31, 2025 regarding shares of our Class A common stock that may be issued under the Company’s equity compensation plans, consisting of our 2020 Omnibus Incentive Plan and our 2020 Employee Stock Purchase Plan.
Additionally, 59 Table of Contents because we are a holding company, our ability to pay dividends on our Class A common stock may be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us.
Additionally, because we are a holding company, our ability to pay dividends on our Class A common stock may be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us.
As of March 11, 2025, there was one holder of record of our Class B common stock. Dividend Policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.
As of February 19, 2026, there was one holder of record of our Class B common stock. Dividend Policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.
Holders of Common Stock As of March 11, 2025, there were two holders of record of our Class A common stock. This number does not include a greater number of beneficial holders of our Class A common stock whose shares are held by clearing houses, banks, brokers and other financial institutions which are aggregated into a single holder of record.
Holders of Common Stock As of February 19, 2026, there were two holders of record of our Class A common stock. This number does not include a greater number of beneficial holders of our Class A common stock whose shares are held by clearing houses, banks, brokers and other financial institutions which are aggregated into a single holder of record.
(2) The weighted average exercise price includes restricted stock unit and performance stock unit awards that can be exercised for no consideration. The weighted average exercise price excluding these restricted stock units and performance stock units is $20.18. Item 6. Reserved
(2) The weighted average exercise price includes restricted stock unit and performance stock unit awards that can be exercised for no consideration. The weighted average exercise price excluding these restricted stock units and performance stock units is $12.91. Item 6. Reserved 53 Table of Contents
Removed
Stock Performance Graph The following graph shows the total stockholder’s return on an investment of $100 in cash at market close on November 20, 2020 (the first day of trading of our common stock), through December 31, 2024 for (i) our Class A common stock, (ii) the Nasdaq Composite Index and (iii) the Nasdaq Biotechnology Index.
Removed
Pursuant to applicable Securities and Exchange Commission rules, all values assume reinvestment of pre-tax amount of all dividends; however, no dividends have been declared on our Class A common stock to date.
Removed
The stockholder return shown in the graph below may not be indicative of future stock price performance, and we do not make or endorse any predictions as to future stockholder return.
Removed
This graph shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs of December 31, 2024, all of our long-lived assets were located within the United States. 67 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, 2024 Nucleic Acid Production Biologics Safety Testing 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 50,813 43,841 $ 94,654 Reconciliation of total reportable segments’ adjusted EBITDA to loss before income taxes Amortization (27,531) Depreciation (20,852) Interest expense (47,700) Interest income 27,403 Corporate costs, net of eliminations (58,732) 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) Goodwill impairment (166,151) Restructuring costs (3) (11) Other (2,330) Loss before income taxes (261,482) Income tax benefit 1,860 Net loss $ (259,622) 68 Table of Contents Year Ended December 31, 2023 Nucleic Acid Production Biologics Safety Testing 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 82,658 46,908 $ 129,566 Reconciliation of total reportable segments’ adjusted EBITDA to income before income taxes Amortization (27,356) Depreciation (12,898) Interest expense (45,892) Interest income 27,727 Corporate costs, net of eliminations (64,257) 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 (3) (6,567) Other (1,791) Income before income taxes 617,736 Income tax expense (756,111) Net loss $ (138,375) ___________________ (1) Expenses are adjusted to remove the impact of certain items that management believes do not directly reflect our core operations, and, therefore, are not included in measuring segment performance.
Biggest changeAs of December 31, 2025, substantially all of our long-lived assets were located within the United States. 62 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) 63 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) ___________________ (1) Expenses are adjusted to remove the impact of certain items, including interest, taxes, depreciation and amortization, certain non-cash items and other adjustments.
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 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.
As a result of our ownership of LLC Units in Topco LLC, the Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Topco LLC and is taxed at the prevailing corporate tax rates.
As a result of our ownership of LLC Units, the Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Topco LLC and is taxed at prevailing corporate tax rates.
During the years ended December 31, 2024 and 2023, we determined that making a payment under the non-current portion of the TRA was not probable under Accounting Standards Codification 450 - Contingencies since a valuation allowance has been recorded against our deferred tax assets and we do not believe we will generate sufficient future taxable income to utilize related tax benefits and result in a payment under the TRA.
During the years ended December 31, 2025 and 2024, we determined that making a payment under the non-current portion of the TRA was not probable under Accounting Standards Codification 450 - Contingencies since a valuation allowance has been recorded against our deferred tax assets, and we do not believe we will generate sufficient future taxable income to utilize related tax benefits and result in a payment under the TRA.
In addition, Adjusted EBITDA is not a measure of financial performance under GAAP and may not be comparable to similarly titled measures used by other companies in our industry or across different industries. Components of Results of Operations Revenue Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue.
In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP, it may not be comparable to similarly titled measures used by other companies in our industry or across different industries.. Components of Results of Operations Revenue Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue.
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, 2024.
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.
Adjusted EBITDA assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations and, therefore, are not included in measuring segment performance.
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.
Credit Agreement Maravai Intermediate Holdings, LLC (“Intermediate”), a wholly-owned subsidiary of Topco LLC, along with certain of its subsidiaries (together with Intermediate, the “Borrowers”) are parties to a credit agreement (as amended, the “Credit Agreement”), which provides for a $600.0 million term loan facility, maturing October 2027 (the “Term Loan”) and a $167.0 million revolving credit facility, maturing October 2029 (subject to springing maturity provisions based on the maturity of the Term Loan) (the “Revolving Credit Facility”).
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”).
The Company agreed to pay certain employees of Alphazyme retention payments totaling $9.3 million as of various dates but primarily through December 31, 2025, as long as these individuals continue to be employed by the Company.
The Company agreed to pay certain employees of Alphazyme retention payments totaling $9.3 million as of various dates but primarily through December 31, 2025, as long as these individuals continued to be employed by the Company.
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.
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 67 Table of Contents acquisitions or other investments and make changes to the nature of the business.
Generally, any late payments will continue to accrue interest at LIBOR (or a Replacement Rate, as applicable) plus 500 basis points until such payments are made. Given the cessation of LIBOR, we transitioned to SOFR as the applicable Replacement Rate as allowable under the TRA.
Generally, any late payments will continue to accrue interest at LIBOR (or a Replacement Rate, as applicable) plus 500 basis points until such payments are made. Given the cessation of LIBOR, we transitioned to the Secured Overnight Financing Rate ("SOFR") as the applicable Replacement Rate as allowable under the TRA.
The Company agreed to pay the sellers of MyChem retention payments totaling $20.0 million as of the second anniversary of the closing of the acquisition date as long as two senior employees (who were also the sellers of MyChem) continue to be employed by TriLink.
The Company agreed to pay the sellers of MyChem retention payments totaling $20.0 million as of the second anniversary of the closing of the acquisition date as long as two senior employees (who were also the sellers of MyChem) continued to be employed by TriLink BioTechnologies.
Relationship with GTCR, LLC (“GTCR”) As of December 31, 2024, investment entities affiliated with GTCR collectively controlled approximately 52% of the voting power of our common stock, which enables GTCR to control the vote of all matters submitted to a vote of our shareholders and to control the election of members of our Board of Directors and all other corporate decisions.
Relationship with GTCR, LLC As of December 31, 2025, investment entities affiliated with GTCR, LLC (“GTCR”) collectively controlled approximately 51% of the voting power of our common stock, which enables GTCR to control the vote of all matters submitted to a vote of our shareholders and to control the election of members of our Board of Directors and all other corporate decisions.
If we had determined that making a payment under the TRA and generating sufficient future taxable income was probable, we would have also recorded a liability pursuant to the TRA, net of current portion, of approximately $683.8 million in the consolidated balance sheet.
If we had determined that making a payment under the TRA and generating sufficient future taxable income was probable, we would have also recorded a liability pursuant to the TRA, net of current portion, of approximately $706.2 million in the consolidated balance sheet.
Goodwill Impairment Goodwill impairment is recorded in connection with the impairment testing of our goodwill, and is performed at least annually and more frequently if changes in facts and circumstances indicate that the fair value of our reporting units may be less than their carrying amount.
Impairment of Goodwill and Long-Lived Assets Goodwill impairment is recorded in connection with the impairment testing of our goodwill and is performed at least annually and more frequently if changes in facts and circumstances indicate that the fair value of our reporting units may be less than the carrying amount.
Research and Development Research and development costs primarily consist of salaries, benefits, stock-based compensation expense, outside contracted services, cost of supplies, in-process research and development costs from asset acquisitions and allocated facilities costs for employees engaged in research and development of products and services. We expense all research and development costs in the period in which they are incurred.
Research and Development Research and development costs primarily consist of salaries, benefits, stock-based compensation expense, outside contracted services, cost of supplies and allocated facilities costs for employees engaged in research and development of products and services. We expense all research and development costs in the period in which they are incurred.
Other limitations include that Adjusted EBITDA do not reflect: • all expenditures or future requirements for capital expenditures or contractual commitments; • changes in our working capital needs; • provision for income taxes, which may be a necessary element of our costs and ability to operate; • the costs of replacing the assets being depreciated, which will often have to be replaced in the future; • the non-cash component of employee compensation expense; and • the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations.
Other limitations that Adjusted EBITDA does not reflect include: • all expenditures or future requirements for capital expenditures or contractual commitments; • changes in our working capital needs; • provision for income taxes, which may be a necessary element of our costs and ability to operate; • the costs of replacing the assets being depreciated, which will often have to be replaced in the future; and • the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations.
Retention expenses for MyChem concluded in the first quarter of 2024, and following the payments in the first quarter of 2024, there are no further retention expenses payable for MyChem.
Retention expenses for MyChem concluded in the first quarter of 2024, and following the payments in the first quarter of 2024, there are no further retention expenses payable for MyChem. Retention expenses for Alphazyme concluded in the fourth quarter of 2025, and following the payments in the fourth quarter of 2025, there are no further retention expenses payable for Alphazyme.
For the years ended December 31, 2024 and 2023, stock-based compensation benefit of $1.2 million and $0.1 million, respectively, related to forfeited equity awards in connection with the restructuring is included in the stock-based compensation line item.
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.
See Note 10 to our consolidated financial statements for additional information. (4) Represents firm purchase commitments to our suppliers. See Note 9 to our consolidated financial statements for additional information. Cash distributions for owner tax liabilities are required under the terms of the Topco LLC Agreement.
See Note 10 to our consolidated financial statements for additional information. (4) Represents firm purchase commitments to our suppliers. Cash distributions for owner tax liabilities are required under the terms of the LLC Operating Agreement. See Note 14 to our consolidated financial statements for additional information regarding tax distributions.
This determination was based on our estimate of taxable income for the year ended December 31, 2024. As of December 31, 2024, we did not have a current liability under the TRA. As of December 31, 2023, our current liability under the TRA was $7.1 million.
As of December 31, 2025, we did not have a current liability under the TRA. This determination was based on our estimate of taxable income for the year ended December 31, 2024.
We are also a party to a Tax Receivable Agreement, or TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 14 to our consolidated financial statements).
We are also a party to the TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 14 to our consolidated financial statements).
Acquisition of Officinae Bio In February 2025, we completed the acquisition of the DNA and RNA business of Officinae Bio (“Officinae”), a privately held technology company with a proprietary digital platform designed with artificial intelligence and machine learning capabilities to support the biological design of therapeutics.
Acquisition of Officinae Bio In February 2025, we completed the acquisition of the DNA and RNA business of Officinae Bio (“Officinae”), a privately held technology company with a proprietary digital platform designed with artificial intelligence and machine learning capabilities to support the biological design of therapeutics. We acquired Officinae for a total purchase consideration of $15.1 million.
Critical Accounting Estimates We have prepared our consolidated financial statements in accordance with GAAP. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures in the consolidated financial statements.
Critical Accounting Estimates We have prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures in the consolidated financial statements.
Borrowings under the Credit Agreement bear interest at a variable rate based on Term Secured Overnight Financing Rate (“SOFR”) plus an applicable interest rate margin. As of December 31, 2024, the interest rate on the Term Loan was 7.62% per annum. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2024.
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. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2025.
Adjusted EBITDA is not a GAAP-based measure and therefore, may have limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments in the presentation of Adjusted EBITDA.
Adjusted EBITDA is a non-GAAP measure and therefore, may have limitations as an analytical tool, so it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur 56 Table of Contents expenses similar to the adjustments in the presentation of Adjusted EBITDA.
Costs of services were not material for the years ended December 31, 2024 and 2023. 63 Table of Contents Operating Expenses Selling, General and Administrative Our selling, general and administrative expenses primarily consist of salaries, benefits and stock-based compensation expense for our employees in our commercial sales functions, marketing, executive, accounting and finance, legal and human resource functions as well as travel expenses, professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated costs, including facilities, information technology and amortization of intangibles.
Operating Expenses Selling, General and Administrative Our selling, general and administrative expenses primarily consist of salaries, benefits and stock-based compensation expense for our employees in our commercial sales functions, marketing, executive, accounting and finance, legal and human resource functions as well as travel expenses, professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated costs, including facilities, information technology and amortization of intangibles.
As of December 31, 2023, the Company has derecognized the remaining non-current liability under the TRA after concluding it was not probable that the Company will be able to realize the remaining tax benefits based on estimates of future taxable income. There have been no changes to our position as of December 31, 2024.
As of December 31, 2025, there was no current liability outstanding under the TRA. As of December 31, 2023, the Company had derecognized the remaining non-current liability under the TRA after concluding it was not probable that the Company will be able to realize the remaining tax benefits based on estimates of future taxable income.
Liquidity and Capital Resources Overview We have financed our operations primarily from cash flow from operations, borrowings under long-term debt agreements and, to a lesser extent, the sale of our Class A common stock. As of December 31, 2024, we had cash and cash equivalents of $322.4 million and retained earnings of $140.9 million.
Liquidity and Capital Resources Overview We have financed our operations primarily from cash flow from operations, borrowings under long-term debt agreements and, to a lesser extent, the sale of our Class A common stock. 66 Table of Contents As of December 31, 2025, we had cash and cash equivalents of $216.9 million and retained earnings of $10.1 million.
We expect to fund these payments using cash on hand and cash generated from operations. We do not expect any probable future payments under the TRA relating to the purchase by the Company of LLC Units from MLSH 1 and the corresponding tax attributes. This determination is based on our taxable income for the year ended December 31, 2024.
We do not expect any probable future payments under the TRA relating to the purchase by the Company of LLC Units from MLSH 1 and the corresponding tax attributes. This determination was based on our taxable income for the year ended December 31, 2025.
The change is also driven by a loss on extinguishment of debt of $3.2 million primarily 72 Table of Contents driven by the write-off of pre-existing deferred financing costs as a result of the voluntary prepayment on the Term Loan, a $1.8 million increase in interest expense, and a $1.0 million increase in Other expense relating to the indemnification asset recorded in connection with the acquisition of MyChem.
The decrease in other expense was also driven by a loss on extinguishment of debt of $3.2 million, primarily driven by the write-off of pre-existing deferred financing costs as a result of the voluntary prepayment on the Term Loan, partially offset by a $1.8 million increase relating to adjustments to the indemnification asset recorded in connection with the acquisition of MyChem.
We do not allocate assets to our reportable segments as they are not included in the review performed by our Chief Operating Decision Maker for purposes of assessing segment performance and allocating resources.
Corporate costs, net of eliminations, are managed on a standalone basis and are not allocated to segments. We do not allocate assets to our reportable segments as they are not included in the review performed by our Chief Operating Decision Maker for purposes of assessing segment performance and allocating resources.
In addition to payments to be made under the TRA, we are also required to make tax distributions to MLSH 1 pursuant to the LLC Operating Agreement for the portion of income passing through to them from Topco LLC.
In addition to payments to be made under the TRA, we are also required to make tax distributions to MLSH 1 pursuant to the LLC Operating Agreement for the portion of income passing through to them from Topco LLC. We did not make any cash distributions during the year ended December 31, 2025.
We present Adjusted EBITDA because we believe this performance measure is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and they facilitate comparisons of performance on a consistent basis across reporting periods.
Management uses Adjusted EBITDA to evaluate the financial performance of our business and the effectiveness of our business strategies. We present Adjusted EBITDA because we believe this performance measure is frequently used by analysts, investors and other interested parties to evaluate companies in our industry, and it facilitates comparisons of performance on a consistent basis across reporting periods.
During the years ended December 31, 2024 and 2023, we made cash distributions of $0.5 million and $9.6 million, respectively, for tax liabilities to MLSH 1, which is controlled by investment entities affiliates with GTCR and is the only holder of LLC Units other than us and our wholly owned subsidiaries.
We made cash distributions of $0.5 million during the year ended December 31, 2024 for tax liabilities to MLSH 1, which is controlled by investment entities affiliated with GTCR and is the only holder of LLC Units other than us and our wholly owned subsidiaries. We did not make any such cash distributions during the year ended December 31, 2025.
The Company considers the payment of these retention payments as probable and is recognizing compensation expense related to these payments in the post-acquisition period ratably over the service period. Retention payment expenses were $5.2 million (MyChem $1.8 million; Alphazyme $3.4 million) and $11.9 million (MyChem $9.3 million; Alphazyme $2.6 million) for the years ended December 31, 2024 and 2023, respectively.
The Company recognized compensation expense related to these payments in the post-acquisition period ratably over the service period. Retention payment expenses were $2.7 million (Alphazyme) and $5.2 million (MyChem $1.8 million; Alphazyme $3.4 million) for the years ended December 31, 2025 and 2024, respectively.
These were partially offset by proceeds from interest rate cap agreement of $9.3 million.
These were partially offset by proceeds from the interest rate cap agreement of $1.4 million.
Capital Expenditures We define capital expenditures as: (i) purchases of property and equipment which are included in cash flows from investing activities, offset by government funding received; and (ii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, offset by government funding received.
Capital Expenditures Effective December 31, 2025, we refined our definition of capital expenditures to include: (i) purchases of property and equipment which are included in cash flows from investing activities, offset by government funding received; (ii) the change in property and equipment included in accounts payable and accrued expenses and (iii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, offset by government funding received.
(10) For the year ended December 31, 2024, refers to the loss on abandoned projects, severance payments, inventory step-up charges and certain other adjustments in connection with the acquisition of Alphazyme, and other non-recurring costs.
For the year ended December 31, 2024, refers to the loss on abandoned projects of $0.7 million, severance payments of $0.2 million, inventory step-up charges and certain other adjustments in connection with the acquisition of Alphazyme of $0.8 million, and other non-recurring costs that are deemed to be outside of the ordinary course of business.
We had positive cash flow from operations of $7.5 million. We have historically relied on revenue derived from product and services sales, and proceeds from equity and debt financings to fund our operations to date.
We have historically relied on revenue derived from product and services sales, and proceeds from equity and debt financings to fund our operations.
Other Income (Expense) Other income (expense) primarily consists of adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, LLC, which was completed in January 2022.
Other Expense Other expense primarily consists of adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, LLC, which was completed in January 2022, and realized and unrealized gains and losses on foreign exchange transactions.
During the years ended December 31, 2024 and 2023, we made cash distributions of $0.5 million and $9.6 million, respectively, for tax liabilities to MLSH 1 under this agreement.
We made cash distributions of $0.5 million during the year ended December 31, 2024 for tax liabilities to MLSH 1 under the LLC Operating Agreement.
Voluntary Prepayments on Term Loan In December 2024, we voluntarily pre-paid, using cash on hand, $228.0 million of aggregate principal amount of the $600.0 million term loan facility provided under our credit agreement (“Term Loan”). There were no prepayment penalties associated with this prepayment of principal.
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.
The increase in expenses compared to the prior year was primarily driven by increases of $2.3 million in stock-based compensation expense, $1.3 million in professional service fees for contract services related to research and development studies, $1.0 million in supplies and materials, and $0.5 million in depreciation expense.
The decrease in expenses compared to the prior year was primarily driven by decreases of $1.3 million in professional service fees for contract services related to research and development studies and $1.1 million in stock-based compensation expense driven by terminated employees and their related forfeitures.
The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future.
There have been no changes to our position as of December 31, 2025 and 2024. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future.
In addition to tax expenses, we also will incur expenses related to our operations and we may be required to make payments under the TRA with MLSH 1 and MLSH 2.
In addition to tax expenses, we also incur expenses related to our operations, and we may be required to make payments under the TRA with MLSH 1 and MLSH 2. We expect to fund these payments, if any, using cash on hand and cash generated from operations.
We performed the impairment test using a combination of the income and the market approach to evaluate whether the fair value of each reporting unit was less than its carrying value. The income approach utilizes a discounted cash flow model, incorporating both internal estimates and market-based data, while the market approach utilizes comparable company information.
We performed the impairment tests using a combination of the income and the market approach to determine whether the fair value of the reporting units were less than their respective carrying values. The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information.
Gross profit decreased by $31.9 million from $140.2 million for the year ended December 31, 2023 to $108.3 million for the year ended December 31, 2024. The decrease in gross profit margin as a percentage of sales was primarily attributable to higher facility costs, stock-based compensation expense, supplies and materials, and depreciation expense as a percentage of sales.
Gross profit margin decreased by 2,350 basis points from 41.8% for the year ended December 31, 2024 to 18.3% for the year ended December 31, 2025. The decrease in gross profit margin as a percentage of sales was primarily attributable to higher facility costs, depreciation expense, and amortization expense as a percentage of sales.
Income or loss attributed to the non-controlling interests is based on the LLC Units outstanding during the period and is presented on the consolidated statements of operations.
Income or loss attributed to the non-controlling interests is based on the LLC Units outstanding during the period and is presented on the consolidated statements of operations. As of December 31, 2025, we held approximately 56.8% of the outstanding LLC Units, and MLSH 1 held approximately 43.2% of the outstanding LLC Units.
Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs. Our customers also include a range of government, academic and biotechnology institutions. As of December 31, 2024, we employed a team of ove r 570 fu ll-time employees, approximatel y 28% of whom have advanced degrees.
Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs across a range of therapeutic modalities. We also serve government, academic and biotechnology institutions. As of December 31, 2025, we employed a team of over 435 full-time employees, approximately 26% of whom have advanced degrees.
We made payments of $7.3 million to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2024, of which $0.2 million is related to interest. This determination was based on our taxable income for the year ended December 31, 2023.
We did not make any payments to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2025. We made payments of $7.3 million to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2024, of which $0.2 million is related to interest.
These assumptions were developed in light of current market conditions and future expectations which include, but were not limited to, new product and service developments, the impact of competition and future economic conditions.
The significant assumptions in the discounted cash flow models included, but are not limited to, discount rates, revenue projections and EBITDA margins. These assumptions were developed in light of then-current market conditions and future expectations which included, but were not limited to, new product and service developments, impact of competition and future economic conditions.
(6) Refers to non-cash expense associated with adjustments to the carrying value of the indemnification asset recorded in connection with the acquisition of MyChem.
(5) Refers to the non-cash loss incurred on partial extinguishment of debt primarily associated with the voluntary prepayment on the Term Loan. (6) Refers to non-cash expense associated with adjustments to the carrying value of the indemnification asset recorded in connection with the acquisition of MyChem.
As a result, we recorded goodwill impairment of $11.9 million during the year ended December 31, 2024. See Note 4 to our consolidated financial statements for additional information. Restructuring Restructuring costs (benefit) for the years ended December 31, 2024 and 2023 relate to the Cost Realignment Plan, which was implemented in November 2023.
See Note 3 to our consolidated financial statements for additional information. Restructuring costs (benefit) for the year ended December 31, 2024 relate to a prior restructuring plan, which was implemented in November 2023 (the “2023 Cost Realignment Plan”).
There was no commission expense recognized for intersegment sales for the years ended December 31, 2024 and 2023. 69 Table of Contents Adjusted EBITDA (Non-GAAP Financial Measure) A reconciliation of net loss to Adjusted EBITDA, which is a non-GAAP measure, is set forth below (in thousands): Year Ended December 31, 2024 2023 Net loss $ (259,622) $ (138,375) Add: Amortization 27,531 27,356 Depreciation 20,852 12,898 Interest expense 47,700 45,892 Interest income (27,403) (27,727) Income tax (benefit) expense (1,860) 756,111 EBITDA (192,802) 676,155 Acquisition contingent consideration (1) (2,003) (3,286) Acquisition integration costs (2) 5,559 12,695 Stock-based compensation (3) 49,415 34,588 Merger and acquisition related expenses (4) 1,728 4,392 Loss on extinguishment of debt (5) 3,187 — Acquisition related tax adjustment (6) 2,306 1,293 Tax Receivable Agreement liability adjustment (7) 40 (668,886) Goodwill impairment (8) 166,151 — Restructuring costs (9) 11 6,567 Other (10) 2,330 1,791 Adjusted EBITDA $ 35,922 $ 65,309 ____________________ (1) Refers to the change in the estimated fair value of contingent consideration related to completed acquisitions.
There was no intersegment revenue during the years ended December 31, 2025 and 2024. 64 Table of Contents Adjusted EBITDA (Non-GAAP Financial Measure) A reconciliation of net loss to Adjusted EBITDA, which is a non-GAAP measure, is set forth below (in thousands): Year Ended December 31, 2025 2024 Net loss $ (230,762) $ (259,622) Add: Amortization 27,951 27,531 Depreciation 23,558 20,852 Interest expense 26,992 47,700 Interest income (11,436) (27,403) Income tax benefit (4,212) (1,860) EBITDA (167,909) (192,802) Acquisition contingent consideration (1) 200 (2,003) Acquisition integration costs (2) 3,104 5,559 Stock-based compensation (3) 30,174 49,415 Merger and acquisition related expenses (4) 1,270 1,728 Loss on extinguishment of debt (5) — 3,187 Acquisition related tax adjustment (6) 4,082 2,306 Tax Receivable Agreement liability adjustment (7) — 40 Executive leadership transition costs (8) 2,024 — Impairment of goodwill and long-lived assets (9) 68,709 166,151 Property and equipment impairment (10) 1,216 — Restructuring costs (11) 22,064 11 Other (12) 3,876 2,330 Adjusted EBITDA $ (31,190) $ 35,922 ____________________ (1) Refers to the change in the estimated fair value of contingent consideration related to completed acquisitions.
Trends and Uncertainties Our results of operations and cash flows substantially benefit from high-volume sales of our proprietary CleanCap® analogs for commercial phase vaccine programs. We estimate that revenue from high-volume sales of CleanCap for commercial phase vaccine programs represented approximately 25.4% and 21.0% of our total revenues for the years ended December 31, 2024 and 2023, respectively.
We estimate that revenue from high-volume sales of CleanCap ® for commercial phase vaccine programs represented approximately 25.4% of our total revenues for the year ended December 31, 2024.
Year Ended December 31, 2024 2023 Year-Over-Year Change (in thousands, except per share data) Revenue $ 259,185 $ 288,945 (10.3) % Operating expenses: Cost of revenue (1) 150,876 148,743 1.4 % Selling, general and administrative (1) 161,771 151,390 6.9 % Research and development (1) 19,221 17,280 11.2 % Change in estimated fair value of contingent consideration (2,003) (3,286) (39.0) % Goodwill impairment 166,151 — * Restructuring (1) (1,214) 6,466 * Total operating expenses 494,802 320,593 54.3 % Loss from operations (235,617) (31,648) 644.5 % Other (expense) income, net (25,865) 649,384 (104.0) % (Loss) income before income taxes (261,482) 617,736 (142.3) % Income tax (benefit) expense (1,860) 756,111 (100.2) % Net loss $ (259,622) $ (138,375) 87.6 % Net loss attributable to non-controlling interests (114,776) (19,346) 493.3 % Net loss attributable to Maravai LifeSciences Holdings, Inc. $ (144,846) $ (119,029) 21.7 % Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted $ (1.05) $ (0.90) Weighted average number of Class A common shares outstanding, basic and diluted 137,906 131,919 Adjusted EBITDA (Non-GAAP financial measure) $ 35,922 $ 65,309 ____________________ * Not meaningful (1) Includes stock-based compensation expense as follows (in thousands, except percentages): Year Ended December 31, 2024 2023 Year-Over-Year Change Cost of revenue $ 9,649 $ 7,324 31.7 % Selling, general and administrative 36,023 24,650 46.1 % Research and development 4,968 2,715 83.0 % Restructuring (1,225) (101) 1112.9 % Total stock-based compensation expense $ 49,415 $ 34,588 42.9 % 66 Table of Contents Revenue Consolidated revenue by segment was as follows for the periods presented (in thousands, except percentages): Year Ended December 31, Percentage of Revenue 2024 2023 Year-Over-Year Change 2024 2023 Nucleic Acid Production $ 196,345 $ 224,769 (12.6) % 75.8 % 77.8 % Biologics Safety Testing 62,840 64,176 (2.1) % 24.2 % 22.2 % Total revenue $ 259,185 $ 288,945 (10.3) % 100.0 % 100.0 % Total revenue was $259.2 million for the year ended December 31, 2024 compared to $288.9 million for the year ended December 31, 2023, representing a decrease of $29.8 million, or 10.3%.
Year Ended December 31, 2025 2024 Year-Over-Year Change (in thousands, except per share data) Revenue $ 185,743 $ 259,185 (28.3) % Cost of revenue (1) 151,753 150,876 0.6 % Gross profit 33,990 108,309 (68.6) % Operating expenses: Selling, general and administrative (1) 145,118 161,771 (10.3) % Research and development (1) 17,402 19,221 (9.5) % Change in estimated fair value of contingent consideration 200 (2,003) (110.0) % Impairment of goodwill and long-lived assets 68,709 166,151 (58.6) % Restructuring (1) 17,827 (1,214) (1568.5) % Total operating expenses 249,256 343,926 (27.5) % Loss from operations (215,266) (235,617) (8.6) % Other expense, net (19,708) (25,865) (23.8) % Loss before income taxes (234,974) (261,482) (10.1) % Income tax benefit (4,212) (1,860) 126.5 % Net loss $ (230,762) $ (259,622) (11.1) % Net loss attributable to non-controlling interests (99,989) (114,776) (12.9) % Net loss attributable to Maravai LifeSciences Holdings, Inc. $ (130,773) $ (144,846) (9.7) % Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted $ (0.90) $ (1.05) Weighted average number of Class A common shares outstanding, basic and diluted 144,360 137,906 Adjusted EBITDA (Non-GAAP financial measure) $ (31,190) $ 35,922 ____________________ * Not meaningful (1) Includes stock-based compensation expense as follows (in thousands, except percentages): Year Ended December 31, 2025 2024 Year-Over-Year Change Cost of revenue $ 6,760 $ 9,649 (29.9) % Selling, general and administrative 22,087 36,023 (38.7) % Research and development 3,864 4,968 (22.2) % Restructuring (2,537) (1,225) 107.1 % Total stock-based compensation expense $ 30,174 $ 49,415 (38.9) % 59 Table of Contents Revenue Consolidated revenue by segment was as follows for the periods presented (in thousands, except percentages): Year Ended December 31, Percentage of Revenue 2025 2024 Year-Over-Year Change 2025 2024 TriLink $ 119,787 $ 196,345 (39.0) % 64.5 % 75.8 % Cygnus 65,956 62,840 5.0 % 35.5 % 24.2 % Total revenue $ 185,743 $ 259,185 (28.3) % 100.0 % 100.0 % Total revenue was $185.7 million for the year ended December 31, 2025 compared to $259.2 million for the year ended December 31, 2024, representing a decrease of $73.4 million, or 28.3%.
Income Tax Expense (Benefit) As a result of our ownership of LLC Units in Topco LLC, we are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Topco LLC and will be taxed at the prevailing corporate tax rates.
Income Tax Expense (Benefit) As a result of our ownership of LLC Units, we are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Topco LLC and will be taxed at the prevailing corporate tax rates. 58 Table of Contents Non-Controlling Interests Non-controlling interests represent 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.
Payment made prior to the receipt of goods or services to be used in research and development are recognized as prepaid assets until the goods are received or services are rendered. We expect our research and development costs will increase to support our research and development efforts, including meeting our customers’ needs.
Payment made prior to the 57 Table of Contents receipt of goods or services to be used in research and development are recognized as prepaid assets until the goods are received or services are rendered. We expect our research and development costs will decrease in future periods, as a result of the implementation of the 2025 Corporate Realignment Plan.
We define Adjusted EBITDA as net (loss) income before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period. Corporate costs, net of eliminations, are managed on a standalone basis and are not allocated to segments.
Our CODM reviews segment performance along with forecasts and other non-financial information in our annual budgeting process. We define Adjusted EBITDA as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period.
(2) Other segment items for each reportable segment include realized and unrealized loss (gain) on foreign exchange transactions. (3) For the years ended December 31, 2024 and 2023, stock-based compensation benefit of $1.2 million and $0.1 million, respectively, related to forfeited stock awards in connection with the Cost Realignment Plan is included on the stock-based compensation line item.
(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.
Other Income (Expense) Other income (expense) includes the following for the periods presented (in thousands, except percentages): Year Ended December 31, Percentage of Revenue 2024 2023 Year-Over-Year Change 2024 2023 Interest expense $ (47,700) $ (45,892) 3.9 % (18.4) % (15.9) % Interest income 27,403 27,727 (1.2) % 10.5 % 9.6 % Loss on extinguishment of debt (3,187) — * (1.2) % — % Change in payable to related parties pursuant to the Tax Receivable Agreement (40) 668,886 * 0.0 % 231.5 % Other expense (2,341) (1,337) 75.1 % (0.9) % (0.5) % Total other (expense) income, net $ (25,865) $ 649,384 * (10.0) % 224.7 % ____________________ * Not meaningful Other income was $649.4 million for the year ended December 31, 2023 compared to Other expense of $25.9 million for the year ended December 31, 2024, representing a change of $675.2 million.
These consist of the stock-based compensation benefit recognized for the forfeiture of stock awards upon the termination of certain impacted employees. 61 Table of Contents Other Income (Expense) Other income (expense) includes the following for the periods presented (in thousands, except percentages): Year Ended December 31, Percentage of Revenue 2025 2024 Year-Over-Year Change 2025 2024 Interest expense $ (26,992) $ (47,700) (43.4) % (14.5) % (18.4) % Interest income 11,436 27,403 (58.3) % 6.2 % 10.5 % Loss on extinguishment of debt — (3,187) * — % (1.2) % Change in payable to related parties pursuant to the Tax Receivable Agreement — (40) * — % 0.0 % Other expense (4,152) (2,341) 77.4 % (2.3) % (0.9) % Total other expense, net $ (19,708) $ (25,865) (23.8) % (10.6) % (10.0) % ____________________ * Not meaningful Total other expense was $19.7 million for the year ended December 31, 2025 compared to $25.9 million for the year ended December 31, 2024, representing a decrease of $6.2 million, or 23.8%.
We revised our long-term forecast to reflect lower projected near-term revenues due to lower demand in research and discovery products within our Nucleic Acid Production business. This revision also considered the slower than expected transition to new mRNA clinical trials as customers prioritize existing programs and more conservatively invest in new programs as the results of continued macroeconomic pressures.
The indicators of impairment primarily related to our long-term forecast which reflected lower projected near term revenues due to lower demand in research and discovery products within the TriLink BioTechnologies reporting unit and slower than expected transition to new mRNA clinical trials as customers prioritize existing programs and more conservatively invest in new 55 Table of Contents programs as the result of macroeconomic pressures.
Biologics Safety Testing Segment Our Biologics Safety Testing segment focuses on manufacturing and selling biologics safety and impurity tests and assay development services that are utilized by our customers in their biologic drug manufacturing activities.
This segment also provides research products for oligonucleotide synthesis, modification, labeling and purification. Cygnus Segment Our Cygnus segment focuses on the manufacturing and sale of biologics safety and impurity tests and assay development services that are utilized by our customers in their biologic drug manufacturing activities.
As of December 31, 2024, we held approximately 56.2% of the outstanding LLC Units of Topco LLC, and MLSH 1 held approximately 43.8% of the outstanding LLC Units of Topco LLC. 65 Table of Contents Results of Operations The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this Annual Report on Form 10-K.
Results of Operations The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this Annual Report on Form 10-K.
We believe our cash on hand, cash generated from operations and continued access to our credit facilities, will be sufficient to satisfy our cash requirements over the next 12 months and beyond.
We plan to utilize our existing cash on hand primarily to fund our commercial and marketing activities associated with our products and services, and continued research and development initiatives. We believe our cash on hand and continued access to our credit facilities, will be sufficient to satisfy our cash requirements over the next 12 months and beyond.
Operating Expenses Operating expenses include the following for the periods presented (in thousands, except percentages): Year Ended December 31, Percentage of Revenue 2024 2023 Year-Over-Year Change 2024 2023 Cost of revenue $ 150,876 $ 148,743 1.4 % 58.2 % 51.5 % Selling, general and administrative 161,771 151,390 6.9 % 62.5 % 52.4 % Research and development 19,221 17,280 11.2 % 7.4 % 6.0 % Change in estimated fair value of contingent consideration (2,003) (3,286) (39.0) % (0.8) % (1.1) % Goodwill impairment 166,151 — * 64.1 % — % Restructuring (1,214) 6,466 * (0.5) % 2.2 % Total operating expenses $ 494,802 $ 320,593 54.3 % 190.9 % 111.0 % ____________________ * Not meaningful Cost of Revenue Cost of revenue increased by $2.2 million from $148.7 million for the year ended December 31, 2023 to $150.9 million for the year ended December 31, 2024, or 1.4%.
Operating Expenses Operating expenses include the following for the periods presented (in thousands, except percentages): Year Ended December 31, Percentage of Revenue 2025 2024 Year-Over-Year Change 2025 2024 Selling, general and administrative $ 145,118 $ 161,771 (10.3) % 78.1 % 62.5 % Research and development 17,402 19,221 (9.5) % 9.4 % 7.4 % Change in estimated fair value of contingent consideration 200 (2,003) (110.0) % 0.1 % (0.8) % Impairment of goodwill and long-lived assets 68,709 166,151 (58.6) % 37.0 % 64.1 % Restructuring 17,827 (1,214) (1568.5) % 9.6 % (0.5) % Total operating expenses $ 249,256 $ 343,926 (27.5) % 134.2 % 132.7 % 60 Table of Contents Selling, General and Administrative Selling, general and administrative expenses decreased by $16.7 million from $161.8 million for the year ended December 31, 2024 to $145.1 million for the year ended December 31, 2025, or 10.3%.
Unless otherwise noted or the context otherwise requires, references in this Annual Report on Form 10-K to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc. and its subsidiaries. This discussion and analysis generally addresses 2024 and 2023 items and year-over-year comparisons between 2024 and 2023.
“Risk Factors.” Please also see the section titled “Special Note Regarding Forward Looking Statements.” Unless otherwise noted or the context otherwise requires, references in this Annual Report on Form 10-K to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc. and its subsidiaries.
(7) For the year ended December 31, 2024, refers to the adjustment of the Tax Receivable Agreement liability primarily due to changes in our estimated state apportionment and the corresponding change of our estimated state tax rate.
Change in Payable to Related Parties Pursuant to the Tax Receivable Agreement The Tax Receivable Agreement liability adjustment reflects changes in the Tax Receivable Agreement liability recorded in our consolidated balance sheets primarily due to changes in our estimated state apportionment and the corresponding change of our estimated state tax rate.
The key measures we use to determine how our business is performing are revenue and Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial performance measure that we define as net (loss) income adjusted for interest, provision for income taxes, depreciation, amortization and stock-based compensation expenses.
Adjusted EBITDA is a non-GAAP financial performance measure that we define as net loss adjusted for interest, provision for income taxes, depreciation, amortization and stock-based compensation expenses. Adjusted EBITDA reflects further adjustments to eliminate the impact of certain items, including certain non-cash and other items, that we do not consider representative of our ongoing operating performance.
Capital expenditures for the year ended December 31, 2024 totaled $22.5 million, which is net of government funding of $7.1 million.
Capital expenditures for the year ended December 31, 2025 totaled $13.5 million, which is net of government funding of $0.7 million. Capital expenditures for the year ending December 31, 2026 are projected to be in the range of $4.0 million to $6.0 million.
Discussions of 2022 items and year-over-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our 2023 Annual Report on Form 10-K filed with the SEC on February 29, 2024. 60 Table of Contents Overview We are a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, novel vaccines and support research on human diseases.
Discussions of 2023 items and year-over-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our 2024 Annual Report on Form 10-K filed with the SEC on March 18, 2025.
In connection with preparing our financial statements for the year ended December 31, 2024, we tested our reporting units for potential goodwill impairment in response to impairment indicators identified during our forecast process and the sustained 61 Table of Contents decline in our stock price.
Recoverability and Impairment of Long-Lived Assets In connection with preparing our financial statements for the year ended December 31, 2025, we evaluated the recoverability of our long-lived assets (including finite-lived intangible assets) in response to impairment indicators identified during our forecast process.
We generally utilize a discounted cash flow method under the income approach to estimate the fair value of identifiable intangible assets acquired in a business combination. For the acquisitions of Alphazyme, LLC and MyChem, LLC, the estimated fair values of the developed technology intangible assets were based on the multi-period excess earnings method.
Determining the fair value of intangible assets acquired requires management to use significant judgment and estimates. We generally utilize a discounted cash flow method under the income approach to estimate the fair value of identifiable intangible assets acquired in a business combination.
We primarily utilize a direct sales model for our sales to our customers in North America. Our international sales, primarily in Europe and Asia Pacific, are through a combination of third-party distributors as well as via a direct sales model.
We primarily utilize a direct sales model in North America. International sales, primarily in Europe and the Asia Pacific-region, are generated through a combination of direct sales and third-party distributors. The percentage of our total revenue derived from customers in North America was 60.5% and 49.0% for the years ended December 31, 2025 and 2024, respectively.
For the year ended December 31, 2023, refers to severance payments, legal settlement amounts, inventory step-up charges in connection with the acquisition of Alphazyme, certain working capital and other adjustments related to the acquisition of MyChem, and other non-recurring costs.
(12) For the year ended December 31, 2025, refers to severance payments of $1.3 million, inventory step-up charges in connection with the acquisition of Alphazyme of $1.5 million, legal costs of $0.8 million, and other non-recurring costs that are deemed to be outside of the ordinary course of business.
The estimated fair values were developed by discounting future net cash flows to their present value at market-based rates of return. We selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated revenue growth rates, management’s plans, and guideline companies.
We selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated revenue growth rates, management’s plans, and guideline companies. Some of the more significant assumptions inherent in estimating the fair value of these intangible assets included revenue growth rates, discount rates and assumed technical obsolescent curves.
The result of the quantitative analysis indicated that the fair value of the Alphazyme reporting unit did not exceed its carrying value, and as a result, we recorded goodwill impairment of $11.9 million during the year ended December 31, 2024.
The results of the quantitative analysis indicated that the fair value of the reporting units did not exceed their respective carrying values, and as a result, we recorded goodwill impairment of $12.4 million and $30.4 million, during the first and second quarters of 2025, respectively.
Our principal uses of cash have been to fund operations, acquisitions and capital expenditures, as well as make tax distributions to MLSH 1, make TRA payments to MLSH 1 and MLSH 2 and make interest payments and mandatory principal payments on our long-term debt. 73 Table of Contents We plan to utilize our existing cash on hand, together with cash generated from operations, primarily to fund our commercial and marketing activities associated with our products and services, continued research and development initiatives, and ongoing investments into our manufacturing facilities to create efficiencies and build capacity.
Our principal uses of cash have been to fund operations, acquisitions and capital expenditures, as well as make tax distributions to MLSH 1, make TRA payments to MLSH 1 and MLSH 2 and make interest payments and mandatory principal payments on our long-term debt.
In connection with preparing our financial statements for the third quarter of 2024, we tested our reporting units for potential goodwill impairment in response to impairment indicators identified during our forecasting process. We revised our long-term forecast to reflect lower projected near-term revenues due to lower demand in research and discovery products within our Nucleic Acid Production business.
In connection with preparing our financial statements for the second quarter of 2025, we performed a quantitative impairment test on the Alphazyme reporting unit in response to impairment indicators identified during our forecast process. As of June 30, 2025, our long-term forecast reflected lower projected revenues within our Alphazyme reporting unit due to lower anticipated demand in enzyme products.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInterest rates can fluctuate for a number of reasons, including changes in the fiscal and monetary policies or geopolitical events or changes in general economic conditions. This could adversely affect our cash flows.
Biggest changeInterest rates can fluctuate for a number of reasons, including changes in fiscal and monetary policies, geopolitical events or changes in general economic conditions. An increase in interest rates could adversely affect our cash flows. We had $294.2 million of outstanding borrowings under our Term Loan and no outstanding borrowings under our Revolving Credit Facility as of December 31, 2025.
To date, we have not entered into any hedging arrangements with respect to foreign currency risk. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates. 79 Table of Contents
To date, we have not entered into any hedging arrangements with respect to foreign currency risk. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates. 71 Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk As of December 31, 2024, our primary exposure to interest rate risk was associated with our variable rate long-term debt.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk As of December 31, 2025, our primary exposure to interest rate risk was associated with our variable rate long-term debt.
Given the short-term nature of our investments, we do not believe there is any material risk to the value of our investments with increases or decreases in interest rates. Foreign Currency Risk All of our revenue is denominated in U.S. dollars.
Given the short-term nature of our investments, we do not believe there is any material risk to the value of our investments with increases or decreases in interest rates. 70 Table of Contents Foreign Currency Risk Substantially all of our revenue is denominated in U.S. dollars.
Although approximately 51.0% of our revenue for the year ended December 31, 2024 was derived from international sales, primarily in Europe and Asia Pacific, all of these sales are denominated in U.S. dollars. The majority of our expenses are generally denominated in the currencies in which they are incurred, which is primarily in the United States.
Although approximately 40.3% of our revenue for the year ended December 31, 2025 was derived from international sales, primarily in Europe and Asia Pacific, substantially all of these sales are denominated in U.S. dollars. Our expenses are generally denominated in the currencies in which they are incurred, which is primarily in the United States.
For the year ended December 31, 2024, the effect of a hypothetical 100 basis point increase or decrease in overall interest rates would have changed our interest expense by approximately $6.1 million. We had cash and cash equivalents of $322.4 million as of December 31, 2024.
For the year ended December 31, 2025, the effect of a hypothetical 100 basis point increase or decrease in overall interest rates would have changed our interest expense by approximately $3.0 million. We had cash and cash equivalents of $216.9 million as of December 31, 2025.
Removed
As of December 31, 2024, we have an interest rate cap agreement in place to economically hedge a portion of our variable interest rate risk on our outstanding long-term debt.
Removed
The agreement has a contract notional amount of $500.0 million and entitles us to receive from the counterparty at each calendar quarter end the amount, if any, by which a specified floating market rate exceeds the cap strike interest rate. The floating interest rate is reset at the end of each three-month period.
Removed
The contract expired on January 19, 2025 and was not renewed. We had $299.7 million of outstanding borrowings under our Term Loan and no outstanding borrowings under our Revolving Credit Facility as of December 31, 2024.

Other MRVI 10-K year-over-year comparisons