MRVI 10-K & 10-Q changes, risk factors and insider trading

•The level of our customers’ spending on and demand for outsourced nucleic acid productionTriLink and biologics safety testingCygnus products and services.

•Natural disasters, geopolitical instability (including the ongoing military conflicts in Ukraine and the Middle East) and other catastrophic events.

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. 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.

Access to capital is critical to many of our customers’ ability to fund research and development, particularly early-stage biotechnology and pharmaceutical companies, and historically, these companies have funded their research and development activities by raising capital privately or in the equity markets. Past declines and uncertainties in the capital markets, including as a result of ongoing macroeconomic challenges during 2023 and into 2024, including elevated interest rates and volatile credit markets, limited access to capital and negatively affected companies’ ability to fund research and development efforts due to a considerable contraction in the level of investment in venture- and private equity-backed startup companies and funding for companies at all stages, particularly early- and late-stage companies. Notwithstanding ongoing liquidity challenges, globalGlobal venture capital investmentinvestments in healthcare and biotech companies in 2025 increased slightly infrom 2024,2024 amounts, however, investments in information technology and artificial intelligence (“AI”) companies still overshadowed other sector categories, with overroughly twicethree times the levelnumber of investmentdollars invested in companies in AI-related fields relative to the healthhealthcare and life sciencesbiotech sector. And while the total number of dollars invested in healthcare and biotech companies increased in 2025, the share of U.S. startup investment dollars going to biotech companies has hit the lowest level in roughly 20 years, with funding for early-stage biotech companies being particularly slow. This means that even if market interest in funding biotech companies rebounds, there will be a limited pipeline of companies ready to scale. Lower levels of venture capital investment in the healthhealthcare and life sciencesbiotech sector, relative to other sectors, together with hesitancycaution about athe stability of the broader economicmacroeconomic recovery,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 have no assurance as to whether, or when, such research and development spending may stabilize or increase, if at all. Further, if the funding of venture- and private equity-backed biotechnology and pharmaceutical companies remains weak or weakens further, the research and development budgets of our customers may be further reduced or eliminated altogether, which could impact future demand for our products and services.

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%,0.0%, 21.0%25.4% and 67.9%21.0% of our total revenues for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The amount, timing and durability of future high-volume CleanCap® orders have become increasingly difficult to forecast because historical customers for such orders have been unable or unwilling to provide visibility into their anticipated long-term future needs and plans to purchase CleanCap®. As a result, our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our revenues and future operating results, and if high-volume orders for CleanCap® do not materialize in the future at similar or greater levels than they have in the past, our revenues and cash flows will significantly decrease which, in turn, could have a material adverse impact on our future operating results and financial condition.

Certain of our products, including our proprietary CleanCap® analogs, are used by our customers in the production of commercial phase vaccines, notably COVID-19 vaccines. During each of the years ended December 31, 2022, 2021 and 2020, our results of operations and cash flows were significantly and positively impacted by high-volume sales of our proprietary CleanCap® analogs and highly modified RNA products, particularly mRNA, for commercial vaccines. However, as a result of the general decrease in market demand for COVID-19 related products and services, including the supply and manufacture of COVID-19 vaccines, and in particular, following the end of U.S. federal public health emergency declaration and World Health Organization declaration of the end of the pandemic in early May 2022, we experienced substantial declines in high-volume orders for CleanCap®. For the years ended December 31, 2024,2025, 20232024 and 2022,2023, we estimate that revenue from high-volume sales of CleanCap® for commercial phase vaccine programs and related services represented approximately 25.4%,0.0%, 21.0%25.4% and 67.9%,21.0%, respectively, of our total revenues. We expect to experience furtherunpredictable declinesfluctuations 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. We are currently unable to fully estimate the impact of thisany unused inventory on our future revenues, nor are we able to accurately predict whenthe timing or ifmagnitude of customers’ future purchases of our customers will resume purchasing CleanCap® analogs for commercial phase vaccine production, if at all.production. Our longer-term revenue prospects for high-volume CleanCap® orders are highly uncertain but are expected to remainbe substantially lower than pandemic highs. Additionally, the ongoing manufacture and supply of COVID-19 vaccines (including bivalent booster doses) by our customers is uncertain and subject to various political, social, economic, and regulatory factors that are outside of our control, including the emergence, duration and intensity of new virus variants; regional resurgences of the virus globally; the availability and administration of pediatric and booster vaccinations, vaccine supply constraints, vaccine hesitancy and the effectiveness of vaccines against new virus strains; competition faced by our customers from other COVID-19 vaccine manufacturers and the development and availability of antiviral therapeutic alternatives; political and social debate relating to the need for, efficacy of, or side effects related to one or more specific COVID-19 vaccines; the politicization of vaccinations and increase in vaccine skepticism; and the U.S. economy and global economy. 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 significantlyadversely decrease, which would have a material adverse effect onaffect our revenue, results of operations and financial condition.

Our reagents are sold primarily to biopharmaceutical and academic organizations developing novel vaccines and therapies and performing basic research. Research and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, institutional and governmental budgetary policies, mergers of pharmaceutical and biotechnology companies, spending priorities, and general economic conditions. Our biologics safety testingCygnus 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 productionTriLink customers are largely vaccine and therapeutic drug makers or diagnostics manufacturers, which rely in part on government healthcare-related policies and funding. 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),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.

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. Any of these catastrophic events, whether in the United States or abroad, may have a significant negative impact on the global economy, our employees, facilities, partners, suppliers, distributors or customers, and could decrease demand for our products and services, create delays and inefficiencies in our supply chain and make it difficult or impossible for us to deliver products and services to our customers.

We plan to continue a strategy of growth and development for our business. To this end, we actively evaluate various strategic transactions on an ongoing basis, including licensing or acquiring complementary products, technologies or businesses that would complement our existing portfolio of products and services. In order to complete such strategic transactions, we may need to seek additional financing to fund these investments and acquisitions. Should we need to do so, we may not be able to secure such financing, or obtain such financing on favorable terms, for reasons including risingthe interestimpact ratesof andgeopolitical continuedor volatilitymacroeconomic andfactors uncertaintyon inthe relative strength of the U.S. and global capital and credit markets. Our credit agreement also contains a number of restrictive covenants that impose significant restrictions on our ability to make acquisitions or certain other investments, as well as to incur additional indebtedness to finance such acquisitions or other investments. In addition, future acquisitions may require the issuance or sale of additional equity, or equity-linked securities, which may result in additional dilution to our shareholders.

We may be unable to efficiently manage growth opportunities as a larger and more geographically diverse organization.

Our strategic acquisitions, the continued expansion of our commercial sales operationsacquisitions and our organic growth opportunities have increased the scope and complexity of our business. As a result, we will face challenges inherent in efficiently managing a more complex business with anour increasedemployee numberbase of employeesspread over largea larger geographic distances,distance, including the need to implement appropriate systems, policies, benefits and compliance programs. Our inability to manage successfully a geographically more diverse and substantially larger organization could materially adversely affect our operating results.

We have made in the past, and may make in the future, selected opportunistic acquisitions of complementary businesses, products, services or technologies. 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 productionTriLink 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 productionTriLink business. However, we may be unable to continue to identify or complete promising acquisitions for many reasons, including competition among buyers, the high valuations of businesses in our industry, the need for regulatory and other approvals and the availability of capital, particularly during a period of disruption and volatility within the global capital and credit markets.

We are required under U.S. generally accepted accounting principles (“GAAP”) to test goodwill for impairment at least annually and to review our goodwill, amortizable intangible assets and other assets acquired through merger and acquisition activity for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. In assessing fair value, we make estimates and assumptions about sales, operating margins, growth rates, and discount rates based on our business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. Factors that could lead to impairment of goodwill, amortizable intangible assets and other assets acquired via acquisitions include significant adverse changes in the business climate and actual or projected operating results (affecting our company as a whole or affecting any particular segment) and declines in the financial condition of our business. For example, in connection with preparing our financial statements for the quarterquarters ended SeptemberMarch 31, 2025 and June 30, 20242025, and the year ended December 31, 2024,2025, we identified certain indicators of impairment and recorded a goodwill impairment of $154.2$12.4 million related to the TriLink BioTechnologies reporting unitunit, and of $11.9$30.4 million related to the Alphazyme reporting unit, respectively,and bothintangible asset impairment of $27.8 million primarily related to the Alphazyme asset group, all within our nucleic acid productionTriLink segment.

RevenueWhile we had no single customer that accounted for more than 10% of our total revenue for the year ended December 31, 2025, revenue from our largest customers were 20.8%, 19.3%20.8% and 61.2%19.3% of total revenue for the years ended December 31, 2024, 20232024 and 2022,2023, respectively. The revenue attributable to our top customers has fluctuated in the past and may fluctuate in the future, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. In addition, the termination of these relationships, including following any failure to renew a long-term contract, could result in a temporary or permanent loss of revenue. See also “—The extent and duration of our revenue associated with high-volume sales of CleanCap® for commercial phase vaccine programs is uncertain and are dependent, in important respects, on factors outside our control.”

We rely on certain distributors in order to market and sell our products and services in in certain international markets, particularly our biologics safety testing products and services in China. Our distributor in China accounted for 4.6% of our total revenues in the year ended December 31, 2024.markets. If we are unable to maintain thisthese distributordistributors or enter into a similar arrangementarrangements with anotherother distributor,distributors, or our current or future distributors do not perform adequately, our revenues and results of operations would likely be adversely impacted, at least temporarily. Additionally, changes in the inventory levels of our products owned and held by our distributors can result in significant variability in our revenues. Furthermore, our revenues from such distributors could be negatively impacted by macroeconomic conditions specific to the geographic markets in which our products and services are marketed and sold, geopolitical risks and other risks described below under “We are subject to financial, operating, legal and compliance risks associated with global operations.”

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 productionTriLink products, as well as those raw materials sold under the Glen Research brand, are sole sourced. Delays or difficulties in securing these raw materials or other laboratory materials could result in an interruption in our production operations if we cannot obtain an acceptable substitute. In recent years, global supply chains have faced challenges, including material availability, global logistics delays and constraints arising from, among other things, the transportation capacity of ocean shipping containers. More recently, geopolitical instability and U.S. foreign trade policy, including the imposition or threatened imposition of tariffs or other trade restrictions, could increase macroeconomic uncertainty at a global level and lead to supply chain constraints and delays. Any interruption of our supply chain could significantly affect our business, financial condition, results of operations, cash flows and prospects. While we may identify other suppliers, raw materials furnished by such replacement suppliers may require us to alter our production operations or perform extensive validations, which may be time consuming and expensive. There can be no assurance that we will be able to secure alternative materials and revalidate them without experiencing interruptions in our workflow. If we should encounter delays or difficulties in obtaining raw materials, our business, financial condition, results of operations, cash flows and prospects could be adversely affected.

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. Although medical devices are subject to stringent FDA oversight, products that are intended for RUO and are labeled as RUO are exempt from compliance with most FDA requirements, including premarket clearance or approval, manufacturing requirements, and others. A product labeled RUO but which is actually intended for clinical diagnostic use may be viewed by the FDA as adulterated and misbranded under the FDCA, and subject to FDA enforcement action. The FDA has indicated that when determining the intended use of a product labeled RUO, the FDA will consider the totality of the circumstances surrounding distribution and use of the product, including how the product is marketed and to whom. The FDA could disagree with our assessment that our products are properly marketed as RUO, or could conclude that products labeled as RUO are actually intended for clinical diagnostic use, and could take enforcement action against us, including requiring us to stop distribution of our products until we are in compliance with applicable regulations, which would reduce our revenue, increase our costs and adversely affect our business, prospects, results of operations and financial condition. In the event that the FDA requires us to obtain marketing authorization of our RUO products in the future, there can be no assurance that the FDA will grant any clearance or approval requested by us in a timely manner, or at all.

Various foreign countries in which we operate also have, or are developing, laws that govern the collection, use, disclosure, security and cross-border transmission of personal information. For example, in the European Union (the “EU”) and the United Kingdom, the collection and use of personal data is governed by the provisions of the General Data Protection Regulation (“GDPR”), in addition to other applicable laws and regulations. The GDPR came into effect in May 2018,and2018, and has resulted in, and will continue to result in, significantly greater compliance burdens and costs for companies like us. Any data security breach could require notifications to the data subject and/or owners under U.S. federal, U.S. state, and/or international data breach notification laws and regulations. Other jurisdictions outside the EU are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase our compliance costs and the risks associated with noncompliance. We cannot guarantee that we are, or will be, in compliance with all applicable international regulations as they are enforced now or as they evolve.

Companies across all industries and around the globe are facing increasing scrutiny relating to their ESG policies, initiatives and activities by investors, lenders, customers, government regulators and other market participants. More recently, certain ESG policies, initiatives and activities have become politicized, with ideologically opposing perspectives, such that companies may find themselves unable to satisfactorily consider or address one stakeholder’s concerns without creating concerns among another set of stakeholders with an opposing viewpoint. If we are unable to meet our ESG initiatives or evolving investor, industry, or customer expectations and standards,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 viewpoint, we risk damage to our brand and reputation, adverse impacts to our ability to secure governmentcustomer contracts, decreased desirability of our common stock to certain investors, or limited access to capital markets and other sources of financing..financing.

There is no guarantee that any ESG or sustainability goals set forth in our ESGsustainability 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.

As discussed in Note 18 to our consolidated financial statements included elsewhere in thisour Annual Report on Form 10-K,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. 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 ongoingrelated processsecurities oflitigation, and remediating the material weaknesses in our internal control over financial reporting have diverted management’s attention and caused us to incur significant unanticipated expenses for legal, audit and other professional services fees. The restatement and the associated non-reliance on our previously issued quarterly financial statements and other related financial information could also cause investors to lose confidence in our financial reporting and harm our reputation, which in turn, could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. We are currently subject to a putative securities class action lawsuit, and face the potential for additional, litigation or regulatory inquiries in connection with or related to the restatement and associated material weaknesses, including claims involving the U.S. federal securities laws. Litigation and any regulatory inquiries are likely to divert management’s time and attention and, regardless of the outcome of such litigation, we will incur legal and other costs of defense, which could be significant. Further, if we do not prevail in the litigation, we could be required to pay substantial damages or settlement costs, which could have a material adverse effect on our financial condition, results of operations and cash flows.

As noted above and further disclosed in Part II, Item 9A, “Controls and Procedures” of thisour Annual Report,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,and2024, 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. WhileDuring the year ended December 31, 2025, under the oversight of the Audit Committee of our Board of Directors, we are actively engaged incompleted the processimplementation of designingour appropriateremediation plan and enhanced the design and operation of controls to address thesethe previously identified material weaknesses,weaknesses. The applicable controls have been in place for a sufficient period of time and management has concluded, through testing, that the controls operated effectively and the material weaknesses described above have been remediated. However, there can be no assurance that the actions will fully remediate the material weaknesses in a timely manner or that therewe will not beidentify additional material weaknesses inor oursignificant internal control over financial reportingdeficiencies in the future. If we areidentify unable to remediate the identifiedadditional material weaknesses or significant deficiencies in athe timely manner, or at all,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.

You should read the following discussion and analysis of financial condition and results of operations together with our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis reflects our historical consolidated results of operations and financial position, and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A. “Risk Factors.” Please also see the section titled “Special Note Regarding Forward Looking Statements.” We were incorporated in August 2020 and, pursuant to the organizational transactions described in Note 1 to our consolidated financial statements, became a holding company whose principal asset is a controlling equity interest in Topco LLC. As the sole managing member of Topco LLC, we operate and control the business and affairs of Topco LLC and its subsidiaries. Accordingly, we consolidate Topco LLC in our consolidated financial statements and report a non-controlling interest related to the portion of Topco LLC not owned by us. Because the organizational transactions were considered transactions between entities under common control, the consolidated financial statements for periods prior to the organizational transactions and the initial public offering have been adjusted to combine the previously separate entities for presentation purposes. Unless otherwise noted or the context otherwise requires, references in this Annual Report on Form 10-K to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc. and its subsidiaries.

This discussion and analysis generally addresses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024. Discussions of 2023 items and year-over-year comparisons between 2024 and 2023. 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 20232024 Annual Report on Form 10-K filed with the SEC on FebruaryMarch 29,18, 2024.2025.

We are a leading life sciences company providingthat criticalprovides products toand enableservices supporting the development and manufacture of drug therapies, diagnostics, novel vaccines and supportcell researchand ongene human diseases.therapies. Our customers include the top global biopharmaceutical companies ranked by research and development expenditures according to industry consultants, and many othercompanies, emerging biopharmaceutical andbiopharmaceutical, life sciences research companies, as well as leading academic research institutions and in vitro diagnostics companies. Our products address the key phases of biopharmaceutical development and include complex nucleic acids for diagnostic and therapeutic applications and antibody-based products to detect impurities during the production of biopharmaceutical products.

Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs.programs Our customers also includeacross a range of therapeutic modalities. We also serve government, academic and biotechnology institutions.

We primarily utilize a direct sales model for our sales to our customers in North America. Our internationalInternational sales, primarily in Europe and the Asia Pacific,Pacific-region, are generated through a combination of third-party distributors as well as via a direct sales model.and third-party distributors. The percentage of our total revenue derived from customers in North America was 49.0%60.5% and 48.8%49.0% for the years ended December 31, 20242025 and 2023,2024, respectively.

We generated total revenue of $259.2$185.7 million and $288.9$259.2 million for the years ended December 31, 20242025 and 2023,2024, respectively.

Our research and development efforts are gearedfocused towardson meetingdeveloping new products, technologies and services to meet our customers’ needs. We incurred researchResearch and development expenses ofwere $19.2$17.4 million and $17.3$19.2 million for the years ended December 31, 20242025 and 2023,2024, respectively. We intend to continue to investinvesting in research and development and new products and technologies to support our customers’ needsdemand for the foreseeable future.innovation.

In connection with preparing our financial statements for the thirdfirst quarter of 2024,2025, we testedperformed oura quantitative impairment test on the TriLink BioTechnologies reporting units for potential goodwill impairmentunit in response to impairment indicators identified during ourthe forecastingperiod. process.The Weindicators revisedof impairment primarily related to our long-term forecast towhich reflectreflected lower projected near-termnear term revenues due to lower demand in research and discovery products within ourthe NucleicTriLink AcidBioTechnologies Productionreporting business.unit This revision also considered theand slower than expected transition to new mRNA clinical trials as customers prioritize existing programs and more conservatively invest in new programs as the resultsresult of continued macroeconomic pressures. AsBased such,on weour performed ainterim quantitative goodwill impairment test on each of our four reporting units and as a result,assessment, we concluded that the TriLink BioTechnologies reporting unit, which is contained in the Nucleic Acid Production segment,unit had a carrying value that exceeded its estimated fair value. As a result, during the first quarter of 2025, we recorded goodwill impairment of $154.2$12.4 million on the consolidated statements of operations, which wasrepresented the entire remaining goodwill balance atfor the TriLink BioTechnologies reporting unit. No impairment was recorded for any of our remaining three reporting units.

In connection with preparing our financial statements for the yearsecond endedquarter Decemberof 31, 2024,2025, we testedperformed oura quantitative impairment test on the Alphazyme reporting units for potential goodwill impairmentunit in response to impairment indicators identified during our forecast process and the sustained decline in our stock price.process. As of DecemberJune 31,30, 2024, we revised2025, our long-term forecast to reflectreflected lower projected near-termrevenues revenueswithin our Alphazyme reporting unit due to lower anticipated demand in enzyme productsproducts. withinBased on our Nucleic Acid Production business. As such, we performed ainterim quantitative goodwill impairment test on each of our reporting units with goodwill as of December 31, 2024, and as a result,assessment, we concluded that the Alphazyme reporting unit, which is contained in the Nucleic Acid Production segment,unit had a carrying value that exceeded its estimated fair value. As a result, we recorded goodwill impairment of $11.9$30.4 million on the consolidated statements of operations.operations, Nowhich impairmentrepresented wasthe recordedentire remaining goodwill balance for anythe of our otherAlphazyme reporting units at that time.unit.

OurPrior resultsto of operations and cash flows substantially benefit from2025, high-volume sales of our proprietary CleanCap® analogs for commercial phase vaccine programs.programs substantially contributed to our results of operations and cash flows. We estimate that revenue from high-volume sales of CleanCap® for commercial phase vaccine programs represented approximately 25.4% and 21.0% of our total revenues for the yearsyear ended December 31, 20242024. andWe 2023,generated respectively.no Therevenue 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. Iffrom high-volume orders of CleanCap® for CleanCapcommercial dophase notvaccine materializeprograms induring the futureyear atended similarDecember or31, greater2025, levelswhich than they have inhad the pasteffect it willof significantly decreasedecreasing our revenuerevenue, profitability and cash flow which,flows in turn,2025 couldwhen havecompared ato materialprior adverseyear impact on our operating results and financial condition in the future.periods.

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

Management uses Adjusted EBITDA to evaluate the financial performance of our business and the effectiveness of our business strategies. We present Adjusted EBITDA because we believe this performance measure is frequently used by analysts, investors and other interested parties to evaluate companies in our industryindustry, and theyit facilitatefacilitates comparisons of performance on a consistent basis across reporting periods. Further, we believe this performance measure is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance. Adjusted EBITDA is also a component of the financial covenant under our credit agreement that governs our ability to access more than $58.5 million in aggregate letters of credit and available borrowings under the $167.0 million revolving credit facility provided under our credit agreement (the “Revolving Credit Facility”). In addition, if we borrow more than $58.5 million under the Revolving Credit Facility, we are required to maintain a specified net leverage ratio. See “Liquidity and Capital Resources—Credit Agreement” below for a discussion of this financial covenant.

Adjusted EBITDA is not a GAAP-basednon-GAAP measure and therefore, may have limitations as an analytical tooltool, andso youit should not considerbe itconsidered in isolation,isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations include that Adjusted EBITDA dodoes not reflect include:

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

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

Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $259.2$185.7 million and $288.9$259.2 million for the years ended December 31, 20242025 and 2023,2024, respectively, through the following segments: (i) Nucleic Acid ProductionTriLink and (ii) Biologics Safety Testing.Cygnus.

Biologics Safety TestingTriLink Segment

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

Cost of revenue associated with our products primarily consists of manufacturing related costs incurred in the production process, including personnel and related costs, stock-based compensation expense, inventory write-downs, costs of materials, labor and overhead, packaging and delivery costs and allocated costs, including facilities, information technology, depreciation, and amortization of intangibles. Cost of revenue also includes adjustments for excess, obsolete or expired inventory, and idle capacity. Cost of revenue associated with our services primarily consists of personnel and related costs, stock-based compensation expense, cost of materials and allocated costs, including facilities and information technology costs. Costs of services were not material for the years ended December 31, 2024 and 2023.

As of MarchJune 31,30, 2026, we employed a team of 416415 full-time employees, approximately 26% of whom have advanced degrees.

We primarily utilize a direct sales model in North America. International sales, primarily in Europe and the Asia Pacific-region, are generated through a combination of direct sales and third-party distributors. The percentage of our total revenue derived from customers in North America was 54.2%60.8% and 62.5%57.1% for the three and six months ended MarchJune 31,30, 20262026, respectively. The percentage of our total revenue derived from customers in North America was 64.6% and 63.6% for the three and six months ended June 30, 2025, respectively.

We generated revenue of $65.8$51.4 million and $46.9$117.3 million for the three and six months ended MarchJune 31,30, 2026 and $47.4 million and $94.2 million for the three and six months ended June 30, 2025, respectively.

TriLink: $47.5$34.7 million and $82.1 million for the three and six months ended MarchJune 31,30, 2026, respectively, and $28.8$31.1 million and $59.8 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Selling, general and administrative expenses were $29.1$32.1 million and $39.6$61.2 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $38.7 million and $78.3 million for the three and six months ended June 30, 2025, respectively.

Our research and development efforts are focused on developing new products, technologies and services to meet our customers’ needs. Research and development expenses were $3.9$3.7 million and $4.9$7.6 million for the three and six months ended MarchJune 31,30, 20262026, and $4.9 million and $9.8 million for the three and six months ended June 30, 2025, respectively. We intend to continue investing in research and development to support our customers’ demand for innovation.

While revenue attributable to high-volume orders of our proprietary CleanCap® analogs for commercial phase COVID-19 vaccine programs returned in thisthe quarter,first quarter of 2026, representing $14.3 million in revenue for the three months ended March 31, 2026, we did not recognize any revenue attributable to high-volume CleanCap orders in the second quarter of 2026 and do not anticipate any further high-volume CleanCap orders for commercial phase COVID-19 vaccine programs for the remainder of the year ending December 31, 2026. Therefore, the three months ended March 31, 2026, is expected to be the highest revenue quarter of the year.

Adjusted EBITDA is a non-GAAP financial performance measure that we define as net loss adjusted for interest, provision for income taxes, depreciation, amortizationdepreciation and stock-based compensation expenses. Adjusted EBITDA reflects further adjustments to eliminate the impact of certain items, includingamortization, certain non-cash items and other items,adjustments that we do not consider representativein our evaluation of our ongoing operating performance.performance from period to period.

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 theyit facilitatefacilitates comparisons of performance on a consistent basis across reporting periods. Further, we believe this performance measure is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance. Adjusted EBITDA is also a component of the financial covenant under our Credit Agreement that governs our ability to access more than $58.5 million in aggregate letters of credit and available borrowings under the $167.0 million Revolving Credit Facility.

Adjusted EBITDA is a non-GAAP measure andand, therefore, may have limitations as an analytical tool, so it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations that Adjusted EBITDA does not reflect include:

Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $65.8$51.4 million and $46.9$117.3 million for the three and six months ended MarchJune 31,30, 20262026, and $47.4 million and $94.2 million for the three and six months ended June 30, 2025, respectively, through the following segments: (i) TriLink and (ii) Cygnus.

Cost of revenue associated with our products primarily consists of manufacturing related costs incurred in the production process, including personnel and related costs, stock-based compensation expense, inventory write-downs, costs of materials, labor and overhead, packaging and delivery costs and allocated costs, including facilities, information technology, depreciation and amortization of intangibles. Cost of revenue also includes adjustments for excess, obsolete or expired inventory, and idle capacity. Cost of revenue associated with our services primarily consists of personnel and related costs, stock-based compensation expense, cost of materials and allocated costs, including facilities and information technology costs.

Research and development costsexpenses primarily consist of salaries, benefits, stock-based compensation expense, outside contracted services, cost of supplies and allocated facilities costsexpense for employees engaged in research and development of products and services.services, outside contracted services, cost of supplies, allocated facilities costs, and information technology costs. We expense all research and development costs in the period in which they are incurred. Payment made prior to the receipt of goods or services to be used in research and development are recognized as prepaid assets until the goods are received or services are rendered.

As a result of our ownership of LLC Units, weWe 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.

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. Income or loss attributed to the non-controlling interests is based on the LLC Units outstanding during the period and is presented on the condensed consolidated statements of operations. As of MarchJune 31,30, 2026, we held approximately 57.1%57.4% of the outstanding LLC Units, and MLSH 1 held approximately 42.9%42.6% of the outstanding LLC Units.

Total revenue wasincreased $65.88.5% million forfrom the three months ended MarchJune 31,30, 20262025 compared to $46.9 million for the three months ended MarchJune 31,30, 2025, representing an increase of $19.0 million, or 40.5%.2026.

TriLink revenue increased 11.5% from $28.8 million for the three months ended MarchJune 31,30, 2025 to $47.5 million for the three months ended MarchJune 31,30, 2026, representing an increase of $18.7 million, or 65.1%.2026. The increase in TriLink revenue was primarily driven by $14.3increased million of high-volume CleanCap ordersdemand for commercialresearch phaseuse COVIDonly vaccine(RUO) programs.raw Excludingmaterials COVIDused CleanCapin revenue,drug TriLinkdiscovery base(Discovery revenue grew 15.4% year-over-year with strength from both DiscoverymRNA) and GMP consumables.products used in clinical trials (GMP consumables).

Cygnus revenue increased by 2.8% from $18.1 million for the three months ended MarchJune 31,30, 2025 to $18.4 million for the three months ended MarchJune 31,30, 2026, representing an increase of $0.3 million, or 1.4%.2026. The increase was driven by strongincreased demand infor NorthHost AmericaCell Protein (HCP) and EMEA,ELISA partiallykits offsetand bystrength lower contribution fromin China due to distributor ordering timing.

Cost of revenue decreased by $7.0 million22.3% from $39.1 million for the three months ended MarchJune 31,30, 2025 to $32.1 million for the three months ended MarchJune 31,30, 2026, or 17.9%.2026. The decrease was primarily driven by a $3.3$3.9 million decrease in direct product costs primarily from higher excess and obsolete charges for excess raw materials, inventory write-offs and yield losses in the prior year. There was also a $2.3 million decrease in personnel expenses, a $1.6$0.5 million decrease in directsupplies, productmaterials costs,and external services, a $1.1$0.7 million decrease in stock-based compensationcompensation, expense,a $0.7 million decrease in amortization, and a $0.9$0.7 million decrease in facilities costs. These decreases were primarily driven by the 2025 Corporate Realignment Plan.

Gross profit margin increased by 3,4702,370 basis points from 16.5% for the three months ended MarchJune 31,30, 2025 to 51.2% for the three months ended MarchJune 31,30, 2026. The increase in gross profit margin as a percentage of sales was primarily attributable to product mix and decreasedthe expensesdecrease in cost of revenue driven by the 2025 Corporate Realignment Plan.

Selling, general and administrative expenses decreased by $10.5 million17.2% from $39.6 million for the three months ended MarchJune 31,30, 2025 to $29.1 million for the three months ended MarchJune 31,30, 2026, or 26.5%.2026. The decrease was primarily due to a $4.3 million decrease in personnel expenses, a $2.1$2.5 million decrease in professional services fees, a $1.6$1.5 million decrease in stock-basedmarketing compensation expense,expenses, a $1.0$0.9 million decrease in facilities costs, and a $0.8$0.6 million decrease in marketingdepreciation, and a $0.5 million decrease in miscellaneous expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan. The decreases were partially offset by an increase of $4.8 million in stock-based compensation expense due to performance stock units granted in the first quarter of 2026, and the three months ended June 30, 2025 included a $1.1 million impairment charge related to property and equipment, which did not recur in the current period.

Research and development expenses decreased by $1.0 million24.2% from $4.9 million for the three months ended MarchJune 31,30, 2025 to $3.9 million for the three months ended MarchJune 31,30, 2026, or 20.4%.2026. The decrease was primarily driven by a $0.7$0.5 million decrease in stock-based compensation expense andexpense, a $0.3 million decrease in personnel expenses, a $0.2 million decrease in supplies and materials.materials, and a $0.2 million decrease in services and other expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan.

During the three months ended MarchJune 31,30, 2025, we recorded goodwill impairment of $12.4$30.4 million for the TriLink BioTechnologiesAlphazyme reporting unit within our TriLink segment. During the three months ended MarchJune 31,30, 2026, no goodwill impairment was recorded.

Restructuring costs for the threesix months ended MarchJune 31,30, 2026 were attributable to the 2025 Corporate Realignment Plan. These costs included severance and other employee-related costs (benefit) of $(0.4$0.4 million) million,, non-employee contract costs of $2.0 million, asset impairments of $0.6$0.4 million, and professional fees of $0.7$0.9 million.

Total other expense wasdecreased $3.514.5% million forfrom the three months ended MarchJune 31,30, 2025 compared to $4.4 million for the three months ended MarchJune 31,30, 2026,2026. representingThis anwas increasedue ofto $0.8a million, or 23.8%. The $1.0$2.0 million decrease in interest expense, which was primarily due to the voluntary prepaymentrepayment of principalall onamounts outstanding under our prior credit agreement, and the Termtermination Loanof the prior credit agreement, including the related term loan facility and revolving credit facility, as part of the June 2026 debt refinancing, and a $4.2 million decrease in Februaryother 2026,expense wasas the prior year had adjustments to the indemnification asset recorded in connection with the acquisition of MyChem partially offset by immaterial foreign exchange gains and losses. In addition, there was a $1.4$1.9 million decrease in interest income earned on our short-term investments in money market funds, which werewas used for the voluntarydebt prepayment.repayment, Otherand expensea also$3.0 increased due to themillion loss on partialdebt extinguishment of debt of $0.4 million recorded in the three months ended MarchJune 31,30, 2026.2026 in connection with the debt refinancing.

As of MarchJune 31,30, 2026, substantially all of our long-lived assets were located within the United States.

(3)For the three and six months ended MarchJune 31,30, 2026, stock-based compensation benefit ofwas nominal and $0.2 millionmillion, respectively, related to forfeited stock awards in connection with the 2025 Corporate Realignment Plan is included in the stock-based compensation line item.

There was noimmaterial intersegment revenue during the three and six months ended MarchJune 31,30, 2026 and 2025.

(1)Refers to incremental costs incurred to execute and integrate completed acquisitions, including retention payments related to integration that were negotiated specifically at the time of the Company’s acquisition of Alphazyme, which was completed in January 2023. These retention payments arisewere from the Company’s agreement executed in connection with its acquisition of Alphazyme and provideprovided incremental financial incentives, over and above recurring compensation, to ensure the employees of Alphazyme remainremained present and participateparticipated in integration of the acquired business during the integration and knowledge transfer period. 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 Company recognized compensation expense related to these payments in the post-acquisition period ratably over the service period.period, with certain costs capitalized into inventory. Retention payment expenses were $0.7$0.8 million and $1.4 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. Retention expenses for Alphazyme concluded in the fourth quarter of 2025, and following the payments in the fourth quarter of 2025, there were no further retention expenses payable for Alphazyme. There are no further cash-based retention payments planned, other than those disclosed above, for acquisitions completedplanned as of MarchJune 31,30, 2026. The remaining expenses incurred reflect the impact to cost of revenue for the retention bonuses previously capitalized into inventory as the inventory is sold.

(5)Refers to restructuring costs (benefit) associated with the 2025Executive CorporateLeadership RealignmentTransition Plan.that occurred in June 2025, including severance and legal costs. For both the three and six months ended MarchJune 31,30, 2026,2025, stock-based compensation expensebenefit of $0.2$3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included inon the stock-based compensation line item.

(69)For the three and six months ended MarchJune 31,30, 2026,2026 and for the three and six months ended June 30, 2025, refers to severance payments,expenses, inventory step-up charges in connection with the acquisition of Alphazyme, non-recurring legal costs, change in the estimated fair value of contingent consideration related to completed acquisitions, and other non-recurring costs that are deemed to be outside of the ordinary course of business. For the three months ended March 31, 2025, primarily refers to severance payments and other non-recurring costs that are deemed to be outside of the ordinary course of business.