# Maravai Lifesciences Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Maravai Lifesciences Holdings, Inc.](/companies/mrvi.md) (CIK 1823239)
- Form: 10-Q
- Filed: 2025-08-11
- Accepted by EDGAR: Aug 11, 2025, 17:02 ET
- Period: 2025-06-30
- Accession: 0001823239-25-000107
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1823239/000182323925000107/mrvi-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1823239/000182323925000107/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $47.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $94.2m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $39.6m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $78.8m | us-gaap:CostOfRevenue |
| Research and development | 3 months, 2025-04-01 to 2025-06-30 | $4.9m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2025-01-01 to 2025-06-30 | $9.8m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $38.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $78.1m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | −$66.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | −$115.4m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $6.8m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $13.6m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | −$4.3m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | −$4.1m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$39.6m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$69.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.27 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.48 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.27 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.48 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 144,236,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 143,833,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$19.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $8.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-06-30 | $269.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $359.8m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $897.0m | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $69.7m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $429.0m | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $288.4m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-06-30 | $5.4m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-06-30 | $265.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 84,603 characters.

*You should read the following discussion and analysis of financial condition and results of operations together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. This discussion and analysis reflects our historical 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 the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. 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 condensed 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 IPO have been adjusted to combine the previously separate entities for presentation purposes. Unless otherwise noted or the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc. and its subsidiaries.*

### 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. Our customers include the top global biopharmaceutical companies ranked by research and development expenditures according to industry consultants, and many other emerging biopharmaceutical and 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.

Biomedical innovation is dependent on a reliable supply of reagents in the fields of nucleic acid production and biologics safety testing. From inventive startups to the world’s leading biopharmaceutical, vaccine, diagnostics and cell and gene therapy companies, these customers turn to us to solve their complex discovery challenges and help them streamline and scale their supply chain needs beginning from research and development through clinical trials to commercialization.

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 June 30, 2025, we employed a team of over 560 full-time employees, approximately 29% of whom have advanced degrees.

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. 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. The percentage of our total revenue derived from customers in North America was 46.4% and 49.1% for the three and six months ended June 30, 2024, respectively.

We generated revenue of $47.4 million and $94.2 million for the three and six months ended June 30, 2025, respectively, and $69.4 million and $133.6 million for the three and six months ended June 30, 2024, respectively.

Total revenue by segment was $31.1 million in Nucleic Acid Production and $16.3 million in Biologics Safety Testing for the three months ended June 30, 2025, compared to $54.6 million and $14.8 million, respectively, for the three months ended June 30, 2024. Revenue for the three months ended June 30, 2024, included $24.4 million in sales for high-volume CleanCap for commercialized vaccine programs that did not recur in the three months ended June 30, 2025.

Total revenue by segment was $59.8 million in Nucleic Acid Production and $34.4 million in Biologics Safety Testing for the six months ended June 30, 2025, compared to $100.6 million and $33.0 million, respectively, for the six months ended June 30, 2024. Revenue for the six months ended June 30, 2024, included $33.4 million in sales for high-volume CleanCap for commercialized vaccine programs that did not recur in the six months ended June 30, 2025.

We focus a substantial portion of our resources on supporting our core business segments. We are actively pursuing opportunities to expand our customer base both domestically and internationally by fostering strong relationships with both existing and new customers and distributors. Our management team has experience working with biopharmaceutical, vaccine, diagnostics and cell and gene therapy companies as well as academic and research scientists. We also intend to continue making disciplined investments in our overall infrastructure and business segments to support our growth. We incurred aggregate selling, general and administrative expenses of $38.6 million and $78.1 million for the three and six months ended June 30, 2025, respectively, and $40.6 million and $81.4 million for the three and six months ended June 30, 2024, respectively.

Our research and development efforts are geared towards meeting our customers’ needs. We incurred research and development expenses of $4.9 million and $9.8 million for the three and six months ended June 30, 2025, respectively, and $4.9 million and $10.0 million for the three and six months ended June 30, 2024, respectively. We intend to continue to invest in research and development and new products and technologies to support our customers’ needs for the foreseeable future.

### Restatement of Previously Issued Financial Statements

As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”), we identified an error during the 2024 year-end financial close process with respect to revenue recognition associated with a single shipment that resulted in approximately $3.9 million in revenue being recorded in the final week of the second quarter of 2024 upon shipment when it should have been recorded in the first week of the third quarter of 2024 upon receipt by the customer.

As a result, we have restated the interim financial statements for the second and third quarters of 2024 associated with the abovementioned shipment. Relevant restated financial information is included in Note 18 of the Annual Report on Form 10-K filed with the SEC on March 18, 2025. As part of the restatement, we also recorded other immaterial adjustments to correct the misstatements for the impacted periods. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Management’s Discussion and Analysis of Financial Condition and Results of Operations has been updated to reflect the impacts of the restatement.

### Recent Developments

#### Acquisition of Molecular Assemblies

In January 2025, we completed the acquisition of assets from Molecular Assemblies, Inc. (“Molecular”) expanding TriLink’s ability to enable customers to develop next-generation mRNA and clustered regularly interspaced short palindromic repeats nucleic acid-based therapies, for a total purchase consideration of $11.2 million. See Note 2 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

#### 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. See Note 2 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

#### Executive Leadership Transition

On June 8, 2025, our Board of Directors (the “Board”) appointed Bernd Brust as the Company’s Chief Executive Officer and on June 22, 2025, the Board appointed Rajesh Asarpota as the Company’s Chief Financial Officer (the “Executive Leadership Transition”).

#### Corporate Realignment Plan

Following the Executive Leadership Transition, we began conducting a comprehensive strategic review of our business operations and resource requirements. In August 2025, we announced a Corporate Realignment Plan (the “Corporate Realignment Plan”) designed to significantly reduce operating costs and focus our resources on projects that we believe will deliver sustainable long-term growth, including improving our e-commerce presence. As a result of the implementation of the Corporate Realignment Plan, we expect to lower our annualized expenses by more than $50.0 million, through reductions in headcount and non-headcount-related expenses. The headcount reductions are expected to impact approximately 25% of the Company’s workforce. In connection with the headcount reductions, we currently estimate that we will recognize restructuring costs of approximately $8.0 million to $9.0 million, consisting primarily of employee severance and benefits costs, the majority of which we expect to recognize in the second half of 2025. In connection with the Corporate Realignment Plan, we are also evaluating plans to reduce our corporate facilities footprint. We expect the Corporate Realignment Plan to be implemented using a phased approach to be completed over the next 12 months. The estimated range of costs that the Company expects to incur in connection with the headcount reductions contemplated by the Corporate Realignment Plan represents the Company’s current estimate only and is subject to a number of assumptions and actual results may differ materially from the estimated range. We may incur additional costs not currently contemplated due to events that may occur as a result of, or in connection with, the Corporate Realignment Plan.

#### Goodwill Impairment

In connection with preparing our financial statements for the first quarter of 2025, we performed a qualitative goodwill impairment analysis on each of our four reporting units and concluded that it was more likely than not that the fair value of goodwill exceeded its carrying value for three of the reporting units and no further testing was required. As a result, no impairment was recorded for these three reporting units at that time. We performed a quantitative impairment test on the TriLink reporting unit in response to impairment indicators identified during the first quarter of 2025. 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 reporting unit and slower than expected transition to new mRNA clinical trials as customers prioritize existing programs and more conservatively invest in new programs as the result of macroeconomic pressures. Based on our interim quantitative assessment, we concluded that the TriLink reporting 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 $12.4 million on the condensed consolidated statements of operations, which represented the entire remaining goodwill balance for the TriLink reporting unit.

In connection with preparing our financial statements for the quarter ended June 30, 2025, we performed a qualitative goodwill impairment analysis on each of our three reporting units with goodwill balances. For two of the reporting units, we concluded that it was more likely than not that the fair value of goodwill exceeded its carrying value for these reporting units and no further testing was required. As a result, no goodwill impairment was recorded for these two reporting units. 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 Nucleic Acid Production business due to lower anticipated demand in enzyme products. Based on our interim quantitative impairment assessment, we concluded that the Alphazyme reporting unit had a carrying value that exceeded its estimated fair value. As a result, we recorded goodwill impairment of $30.4 million on the condensed consolidated statements of operations, which represented the entire remaining goodwill balance for the Alphazyme reporting unit.

See Note 3 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

### Trends and Uncertainties

Prior to 2025, high-volume sales of our proprietary CleanCap® analogs for commercial phase vaccine 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 35.2%, 25.0% and 25.4% of our total revenues for the three months ended June 30, 2024, six months ended June 30, 2024, and year ended December 31, 2024, respectively. We generated no revenue from high-volume orders of CleanCap for commercial phase vaccine programs during the three and six months ended June 30, 2025, and we do not expect to generate revenue from any such orders during the remainder of 2025, which will have the effect of significantly decreasing our revenue, profitability and cash flows in 2025 when compared to prior year periods.

Our businesses also continue to experience headwinds from a general contraction in economic activity in Asia, especially in China. Further, ongoing geopolitical tensions and uncertainty surrounding U.S. global trade policy, including the imposition of increased tariffs, trade restrictions and retaliatory actions, may also negatively impact future demand for our products and services, our customers’ ability to commit funds to purchase our products and services, and in turn, our future revenues derived from those markets, particularly if such tariffs are not lifted or significantly reduced from their current levels.

When warranted, we evaluate the recoverability of our long-lived assets by comparing the respective carrying values of the assets to the current and expected future cash flows to be generated from such assets, on an undiscounted basis. Our estimates of the fair values of our long-lived assets as of June 30, 2025 exceeded their carrying values and therefore no impairment was recognized. Nonetheless, given the reduction in cash flows explained above, it is reasonably possible that the estimate of undiscounted cash flows may change in the near term, resulting in the need to write down the affected assets to their corresponding estimated fair values.

### How We Assess Our Business

We consider a variety of financial and operating measures in assessing the performance of our business. 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 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 industry and they facilitate 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. 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 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 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:

- 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.

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. We generated total consolidated revenue of $47.4 million and $94.2 million for the three and six months ended June 30, 2025, respectively, and $69.4 million and $133.6 million for the three and six months ended June 30, 2024, respectively, through the following segments: (i) Nucleic Acid Production and (ii) Biologics Safety Testing.

#### Nucleic Acid Production Segment

Our Nucleic Acid Production segment focuses on the manufacturing and sale of highly modified nucleic acids products to support the needs of customers’ research, therapeutic and vaccine programs. This segment also provides research products for labeling and detecting proteins in cells and tissue samples.

#### Biologics Safety Testing Segment

Our Biologics Safety Testing 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.

### Cost of Revenue

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 three and six months ended June 30, 2025 and 2024.

### 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.

We expect that our selling, general and administrative expenses will decrease in future periods, as a result of the implementation of our Corporate Realignment Plan.

#### 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. 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 decrease in future periods, as a result of the implementation of our Corporate Realignment Plan.

#### Change in Estimated Fair Value of Contingent Consideration

Change in estimated fair value of contingent consideration consists of fair value adjustments to contingent consideration liabilities associated with completed acquisitions. These adjustments are based on our assessment of the probability of achieving certain revenue thresholds and other probability factors.

#### 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 the carrying amount. During the three and six months ended June 30, 2025, we performed quantitative impairment tests and recorded goodwill impairment of $30.4 million and $42.9 million, respectively. See Note 3 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

#### Restructuring

For the six months ended June 30, 2024, restructuring costs (benefit) primarily consisted of the stock-based compensation benefit recognized for the forfeiture of stock awards upon the termination of certain impacted employees resulting from a cost realignment plan implemented in November 2023 (the “Cost Realignment Plan”).

### Other Income (Expense)

#### Interest Expense

Interest expense consists of interest costs and the related amortization of the debt discount and deferred issuance costs on our outstanding debt, changes in the fair value of our interest rate cap agreement, and interest costs on our finance lease liabilities.

#### Interest Income

Interest income consists of interest earned on our cash balances and short-term investments in money market funds held at financial institutions.

#### Other Expense

Other income primarily consists of adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, LLC (“MyChem”), which was completed in January 2022, and realized and unrealized gains and losses on foreign exchange transactions.

### 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.

### 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. 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 June 30, 2025, we held approximately 56.6% of the outstanding LLC Units, and MLSH 1 held approximately 43.4% of the outstanding LLC Units.

### Results of Operations

The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q. For information with respect to recent accounting pronouncements that are of significance or potential significance to us, see Note 1 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

*(in thousands, except per share amounts)*

|  | Three Months Ended June 30, 2025 | 2024 | Year-Over-Year Change |
| --- | ---: | ---: | ---: |
| Revenue | $47,397 | $69,423 | (31.7)% |
| Operating expenses: |  |  |  |
| Cost of revenue (1) | 39,629 | 38,582 | 2.7% |
| Selling, general and administrative (1) | 38,575 | 40,556 | (4.9)% |
| Research and development (1) | 4,882 | 4,924 | (0.9)% |
| Change in estimated fair value of contingent consideration | 140 | (1,195) | (111.7)% |
| Goodwill impairment | 30,449 | — | \* |
| Restructuring (1) | — | (4) | \* |
| Total operating expenses | 113,675 | 82,863 | 37.2% |
| Loss from operations | (66,278) | (13,440) | 393.1% |
| Other expense, net | (7,847) | (7,415) | 5.8% |
| Loss before income taxes | (74,125) | (20,855) | 255.4% |
| Income tax benefit | (4,288) | (2,435) | 76.1% |
| Net loss | (69,837) | (18,420) | 279.1% |
| Net loss attributable to non-controlling interests | (30,246) | (8,631) | 250.4% |
| Net loss attributable to Maravai LifeSciences Holdings, Inc. | $(39,591) | $(9,789) | 304.4% |
| Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted | $(0.27) | $(0.07) |  |
| Weighted average number of Class A common shares outstanding, basic and diluted | 144,236 | 135,842 |  |
| Adjusted EBITDA (Non-GAAP financial measure) | $(10,410) | $12,989 |  |

44

*(in thousands, except per share amounts)*

|  | Six Months Ended June 30, 2025 | 2024 | Year-Over-Year Change |
| --- | ---: | ---: | ---: |
| Revenue | $94,247 | $133,602 | (29.5)% |
| Operating expenses: |  |  |  |
| Cost of revenue (1) | 78,754 | 76,917 | 2.4% |
| Selling, general and administrative (1) | 78,139 | 81,441 | (4.1)% |
| Research and development (1) | 9,770 | 9,956 | (1.9)% |
| Change in estimated fair value of contingent consideration | 140 | (1,195) | (111.7)% |
| Goodwill impairment | 42,884 | — | \* |
| Restructuring (1) | — | (1,216) | \* |
| Total operating expenses | 209,687 | 165,903 | 26.4% |
| Loss from operations | (115,440) | (32,301) | 257.4% |
| Other expense, net | (11,376) | (10,963) | 3.8% |
| Loss before income taxes | (126,816) | (43,264) | 193.1% |
| Income tax benefit | (4,126) | (2,164) | 90.7% |
| Net loss | (122,690) | (41,100) | 198.5% |
| Net loss attributable to non-controlling interests | (53,154) | (19,233) | 176.4% |
| Net loss attributable to Maravai LifeSciences Holdings, Inc. | $(69,536) | $(21,867) | 218.0% |
| Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted | $(0.48) | $(0.16) |  |
| Weighted average number of Class A common shares outstanding, basic and diluted | 143,833 | 134,088 |  |
| Adjusted EBITDA (Non-GAAP financial measure) | $(20,959) | $20,784 |  |

\* Not meaningful

(1) Includes stock-based compensation expense (benefit) as follows (in thousands, except percentages):

|  | Three Months Ended June 30, 2025 | 2024 | Year-Over-Year Change |
| --- | ---: | ---: | ---: |
| Cost of revenue | $1,847 | $2,700 | (31.6)% |
| Selling, general and administrative | 3,697 | 9,800 | (62.3)% |
| Research and development | 1,245 | 1,259 | (1.1)% |
| Restructuring | — | 4 | \* |
| Total stock-based compensation expense | $6,789 | $13,763 | (50.7)% |

|  | Six Months Ended June 30, 2025 | 2024 | Year-Over-Year Change |
| --- | ---: | ---: | ---: |
| Cost of revenue | $3,889 | $5,331 | (27.0)% |
| Selling, general and administrative | 10,843 | 19,300 | (43.8)% |
| Research and development | 2,460 | 2,416 | 1.8% |
| Restructuring | — | (1,227) | \* |
| Total stock-based compensation expense | $17,192 | $25,820 | (33.4)% |

45

### Revenue

Consolidated revenue by segment was as follows for the periods presented (in thousands, except percentages):

|  | Three Months Ended June 30, 2025 | 2024 | Year-Over-Year Change | Percentage of Revenue 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Nucleic Acid Production | $31,085 | $54,586 | (43.1)% | 65.6% | 78.6% |
| Biologics Safety Testing | 16,312 | 14,837 | 9.9% | 34.4% | 21.4% |
| Total revenue | $47,397 | $69,423 | (31.7)% | 100.0% | 100.0% |

|  | Six Months Ended June 30, 2025 | 2024 | Year-Over-Year Change | Percentage of Revenue 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Nucleic Acid Production | $59,835 | $100,602 | (40.5)% | 63.5% | 75.3% |
| Biologics Safety Testing | 34,412 | 33,000 | 4.3% | 36.5% | 24.7% |
| Total revenue | $94,247 | $133,602 | (29.5)% | 100.0% | 100.0% |

#### Comparison of Three Months Ended June 30, 2025 and 2024

Total revenue was $47.4 million for the three months ended June 30, 2025 compared to $69.4 million for the three months ended June 30, 2024, representing a decrease of $22.0 million, or 31.7%.

Nucleic Acid Production revenue decreased from $54.6 million for the three months ended June 30, 2024 to $31.1 million for the three months ended June 30, 2025, representing a decrease of $23.5 million, or 43.1%. The decrease in Nucleic Acid Production revenue was primarily driven by a lack of high-volume CleanCap orders for commercial phase vaccine programs. Excluding revenue from high-volume CleanCap, revenue was up 3.0% year-over-year driven by growth in good manufacturing practices (“GMP”) products.

Biologics Safety Testing revenue increased from $14.8 million for the three months ended June 30, 2024 to $16.3 million for the three months ended June 30, 2025, representing an increase of $1.5 million, or 9.9%. The increase in Biologics Safety Testing revenue was primarily driven by strength in Host Cell Protein (“HCP”) kits and associated HCP qualification services and increased demand for MockV viral clearance kits.

#### Comparison of Six Months Ended June 30, 2025 and 2024

Total revenue was $94.2 million for the six months ended June 30, 2025 compared to $133.6 million for the six months ended June 30, 2024, representing a decrease of $39.4 million or 29.5%.

Nucleic Acid Production revenue decreased from $100.6 million for the six months ended June 30, 2024 to $59.8 million for the six months ended June 30, 2025, representing a decrease of $40.8 million, or 40.5%. The decrease in Nucleic Acid Production revenue was primarily driven by a lack of high-volume CleanCap orders for commercial phase vaccine programs and lower demand for research and discovery products. Excluding revenue from high-volume CleanCap, revenue was down 11.0% year-over-year.

Biologics Safety Testing revenue increased from $33.0 million for the six months ended June 30, 2024 to $34.4 million for the six months ended June 30, 2025, representing an increase of $1.4 million, or 4.3%. The increase in Biologics Safety Testing revenue was primarily driven by strength in HCP qualification services and increased demand for MockV viral clearance kits.

### Operating Expenses

Operating expenses included the following for the periods presented (in thousands, except percentages):

|  | Three Months Ended June 30, 2025 | 2024 | Year-Over-Year Change | Percentage of Revenue 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Cost of revenue | $39,629 | $38,582 | 2.7% | 83.6% | 55.6% |
| Selling, general and administrative | 38,575 | 40,556 | (4.9)% | 81.4% | 58.4% |
| Research and development | 4,882 | 4,924 | (0.9)% | 10.3% | 7.1% |
| Change in estimated fair value of contingent consideration | 140 | (1,195) | (111.7)% | 0.3% | (1.7)% |
| Goodwill impairment | 30,449 | — | \* | 64.2% | —% |
| Restructuring | — | (4) | \* | —% | 0.0% |
| Total operating expenses | $113,675 | $82,863 | 37.2% | 239.8% | 119.4% |

|  | Six Months Ended June 30, 2025 | 2024 | Year-Over-Year Change | Percentage of Revenue 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Cost of revenue | $78,754 | $76,917 | 2.4% | 83.6% | 57.6% |
| Selling, general and administrative | 78,139 | 81,441 | (4.1)% | 82.9% | 61.0% |
| Research and development | 9,770 | 9,956 | (1.9)% | 10.4% | 7.4% |
| Change in estimated fair value of contingent consideration | 140 | (1,195) | (111.7)% | 0.1% | (0.9)% |
| Goodwill impairment | 42,884 | — | \* | 45.5% | —% |
| Restructuring | — | (1,216) | \* | —% | (0.9)% |
| Total operating expenses | $209,687 | $165,903 | 26.4% | 222.5% | 124.2% |

\* Not meaningful

### Cost of Revenue

#### Comparison of Three Months Ended June 30, 2025 and 2024

Cost of revenue increased by $1.0 million from $38.6 million for the three months ended June 30, 2024 to $39.6 million for the three months ended June 30, 2025, or 2.7%. The increase was primarily driven by a $3.5 million increase in excess and obsolete inventory reserve for excess raw materials and yield losses. This was partially offset by decreases of $1.2 million in professional fees for consulting services, $0.9 million in stock-based compensation expense, and $0.5 million in personnel expenses.

Gross profit margin decreased by 2,800 basis points from 44.4% for the three months ended June 30, 2024 to 16.4% for the three months ended June 30, 2025. The decrease in gross profit margin as a percentage of sales was primarily attributable to the increase in excess and obsolete inventory reserve and higher fixed facility costs as a percentage of sales.

#### Comparison of Six Months Ended June 30, 2025 and 2024

Cost of revenue increased by $1.8 million from $76.9 million for the six months ended June 30, 2024 to $78.8 million for the six months ended June 30, 2025, or 2.4%. The increase was primarily driven by a $3.0 million increase in excess and obsolete inventory reserve for excess raw materials and yield losses. This was partially offset by a decrease of $1.4 million in stock-based compensation expense.

Gross profit margin decreased by 2,600 basis points from 42.4% for the six months ended June 30, 2024 to 16.4% for the six months ended June 30, 2025. The decrease in gross profit margin as a percentage of sales was primarily attributable to the increase in excess and obsolete inventory reserve, higher fixed facility costs and depreciation expense as a percentage of sales.

### Selling, General and Administrative

#### Comparison of Three Months Ended June 30, 2025 and 2024

Selling, general and administrative expenses decreased by $2.0 million from $40.6 million for the three months ended June 30, 2024 to $38.6 million for the three months ended June 30, 2025, or 4.9%. The decrease was primarily driven by a decrease of $6.1 million in stock-based compensation expense primarily due to forfeitures in connection with the Executive Leadership Transition and a decrease of $1.0 million in facilities expense. These were partially offset by an increase of $2.9 million in professional service fees primarily for legal and consulting services, an increase of $1.2 million in personnel expenses mainly due to severance payments incurred in connection with the Executive Leadership Transition, and a $1.0 million non-cash charge to write down surplus laboratory equipment.

#### Comparison of Six Months Ended June 30, 2025 and 2024

Selling, general and administrative expenses decreased by $3.3 million from $81.4 million for the six months ended June 30, 2024 to $78.1 million for six months ended June 30, 2025, or 4.1%. The decrease was primarily driven by a decrease of $8.5 million in stock-based compensation expense due to forfeitures in connection with the Executive Leadership Transition and a decrease of $1.8 million in facilities expense. These were partially offset by an increase of $4.1 million in professional service fees primarily for legal and consulting services, an increase of $2.1 million in personnel expenses mainly due to severance payments incurred in connection with the Executive Leadership Transition, and a $1.0 million non-cash charge to write down surplus laboratory equipment.

### Research and Development

#### Comparison of Three Months Ended June 30, 2025 and 2024

Research and development expenses were $4.9 million for each of the three months ended June 30, 2025 and 2024.

#### Comparison of Six Months Ended June 30, 2025 and 2024

Research and development expenses decreased by $0.2 million from $10.0 million for the six months ended June 30, 2024 to $9.8 million for the six months ended June 30, 2025, or 1.9%, which was not significant.

### Change in Estimated Fair Value of Contingent Consideration

#### Comparison of Three and Six Months Ended June 30, 2025 and 2024

The change in estimated fair value of contingent consideration of $0.1 million for the three and six months ended June 30, 2025 was due to the slight increase in estimated fair value of the liability for the contingent payment associated with the acquisition of Officinae. The change in estimated fair value of contingent consideration of $1.2 million for the three and six months ended June 30, 2024 was due to a decrease in estimated fair value of the liability for the contingent payments associated with the acquisition of Alphazyme.

### Goodwill Impairment

#### Three Months Ended June 30, 2025

During the three months ended June 30, 2025, we recorded goodwill impairment of $30.4 million for the Alphazyme reporting unit within our Nucleic Acid Production segment.

See Note 3 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

#### Six Months Ended June 30, 2025

During the six months ended June 30, 2025, we recorded total goodwill impairment of $42.9 million within our Nucleic Acid Production segment.

See Note 3 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

### Restructuring

#### Comparison of Three Months Ended June 30, 2025 and 2024

For the three months ended June 30, 2024, restructuring costs were not significant.

#### Comparison of Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2024, restructuring costs (benefit) primarily consists of the stock-based compensation benefit recognized for the forfeiture of stock awards upon the termination of certain impacted employees resulting from the Cost Realignment Plan.

### Other Income (Expense)

Other income (expense) included the following for the periods presented (in thousands, except percentages):

|  | Three Months Ended June 30, 2025 | 2024 | Year-Over-Year Change | Percentage of Revenue 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Interest expense | $(6,815) | $(11,939) | (42.9)% | (14.4)% | (17.2)% |
| Interest income | 3,030 | 7,086 | (57.2)% | 6.4% | 10.2% |
| Other expense | (4,062) | (2,562) | 58.5% | (8.6)% | (3.7)% |
| Total other expense | $(7,847) | $(7,415) | 5.8% | (16.6)% | (10.7)% |

|  | Six Months Ended June 30, 2025 | 2024 | Year-Over-Year Change | Percentage of Revenue 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Interest expense | $(13,593) | $(22,803) | (40.4)% | (14.4)% | (17.1)% |
| Interest income | 6,255 | 14,296 | (56.2)% | 6.6% | 10.7% |
| Other expense | (4,038) | (2,456) | 64.4% | (4.3)% | (1.8)% |
| Total other expense | $(11,376) | $(10,963) | 3.8% | (12.1)% | (8.2)% |

#### Comparison of Three Months Ended June 30, 2025 and 2024

Other expense was $7.4 million for the three months ended June 30, 2024 compared to $7.8 million for the three months ended June 30, 2025, representing an increase of $0.4 million, or 5.8%. The increase was primarily driven by $1.6 million relating to adjustments to the indemnification asset recorded in connection with the acquisition of MyChem. This was partially offset by the net change in interest expense and interest income. The $5.1 million decrease in interest expense, which was primarily due to the voluntary prepayment of principal on the Term Loan in December 2024, was partially offset by a $4.1 million decrease in interest income earned on our short-term investments in money market funds, which were used for the voluntary prepayment.

#### Comparison of Six Months Ended June 30, 2025 and 2024

Other expense was $11.0 million for the six months ended June 30, 2024 compared to $11.4 million for the six months ended June 30, 2025, representing an increase of $0.4 million, or 3.8%. The increase was primarily driven by $1.6 million relating to adjustments to the indemnification asset recorded in connection with the acquisition of MyChem. This was partially offset by the net change in interest expense and interest income. The $9.2 million decrease in interest expense, which was primarily due to the voluntary prepayment of principal on the Term Loan in December 2024, was offset by a $8.0 million decrease in interest income earned on our short-term investments in money market funds, which were used for the voluntary prepayment.

### Segment Information

Management has determined that adjusted earnings before interest, tax, depreciation and amortization is the profit or loss measure used to make resource allocation decisions and evaluate segment performance. Adjusted EBITDA assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the Company’s core operations and, therefore, are not included in measuring segment performance. 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. 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.

As of June 30, 2025, substantially all of our long-lived assets were located within the United States.

The following schedules include revenue, expenses, and Adjusted EBITDA for each of our reportable segments (in thousands):

|  | Three Months Ended June 30, 2025 Nucleic Acid Production | Biologics Safety Testing | Total |
| --- | ---: | ---: | ---: |
| **Revenue** | $31,085 | $16,312 | $47,397 |
| Less: |  |  |  |
| Cost of revenue (1) | 24,407 | 3,002 |  |
| Selling and marketing (1) | 6,367 | 745 |  |
| General and administrative (1) | 5,179 | 1,186 |  |
| Research and development (1) | 2,496 | 516 |  |
| Other segment items (2) | (94) | 3 |  |
| **Adjusted EBITDA** | (7,270) | 10,860 | $3,590 |
| **Reconciliation of total reportable segments’ Adjusted EBITDA to loss before income taxes** |  |  |  |
| Amortization |  |  | (7,200) |
| Depreciation |  |  | (5,957) |
| Interest expense |  |  | (6,815) |
| Interest income |  |  | 3,030 |
| Corporate costs, net of eliminations |  |  | (14,000) |
| Other adjustments: |  |  |  |
| Acquisition contingent consideration |  |  | (140) |
| Acquisition integration costs |  |  | (831) |
| Stock-based compensation |  |  | (6,789) |
| Merger and acquisition related expenses |  |  | (92) |
| Acquisition related tax adjustment |  |  | (4,153) |
| Executive leadership transition costs (3) |  |  | (2,007) |
| Goodwill impairment |  |  | (30,449) |
| Property and equipment impairment |  |  | (1,052) |
| Other |  |  | (1,260) |
| **Loss before income taxes** |  |  | (74,125) |
| Income tax benefit |  |  | 4,288 |
| **Net loss** |  |  | $(69,837) |

50

|  | Six Months Ended June 30, 2025 Nucleic Acid Production | Biologics Safety Testing | Total |
| --- | ---: | ---: | ---: |
| **Revenue** | $59,835 | $34,412 | $94,247 |
| Less: |  |  |  |
| Cost of revenue (1) | 49,229 | 5,803 |  |
| Selling and marketing (1) | 12,135 | 1,575 |  |
| General and administrative (1) | 9,694 | 2,399 |  |
| Research and development (1) | 4,994 | 1,101 |  |
| Other segment items (2) | (47) | 3 |  |
| **Adjusted EBITDA** | (16,170) | 23,531 | $7,361 |
| **Reconciliation of total reportable segments’ Adjusted EBITDA to loss before income taxes** |  |  |  |
| Amortization |  |  | (14,230) |
| Depreciation |  |  | (11,650) |
| Interest expense |  |  | (13,593) |
| Interest income |  |  | 6,255 |
| Corporate costs, net of eliminations |  |  | (28,320) |
| Other adjustments: |  |  |  |
| Acquisition contingent consideration |  |  | (140) |
| Acquisition integration costs |  |  | (1,598) |
| Stock-based compensation |  |  | (17,192) |
| Merger and acquisition related expenses |  |  | (1,270) |
| Acquisition related tax adjustment |  |  | (4,082) |
| Executive leadership transition costs (3) |  |  | (2,007) |
| Goodwill impairment |  |  | (42,884) |
| Property and equipment impairment |  |  | (1,052) |
| Other |  |  | (2,414) |
| **Loss before income taxes** |  |  | (126,816) |
| Income tax benefit |  |  | 4,126 |
| **Net loss** |  |  | $(122,690) |

51

|  | Three Months Ended June 30, 2024 Nucleic Acid Production | Biologics Safety Testing | Total |
| --- | ---: | ---: | ---: |
| **Revenue** | $54,586 | $14,837 | $69,423 |
| Less: |  |  |  |
| Cost of revenue (1) | 23,854 | 3,102 |  |
| Selling and marketing (1) | 5,728 | 702 |  |
| General and administrative (1) | 4,886 | 1,158 |  |
| Research and development (1) | 2,658 | 509 |  |
| Other segment items (2) | 7 | 1 |  |
| **Adjusted EBITDA** | 17,453 | 9,365 | $26,818 |
| **Reconciliation of total reportable segments’ Adjusted EBITDA to loss before income taxes** |  |  |  |
| Amortization |  |  | (6,869) |
| Depreciation |  |  | (5,556) |
| Interest expense |  |  | (11,939) |
| Interest income |  |  | 7,086 |
| Corporate costs, net of eliminations |  |  | (13,829) |
| Other adjustments: |  |  |  |
| Acquisition contingent consideration |  |  | 1,195 |
| Acquisition integration costs |  |  | (1,224) |
| Stock-based compensation |  |  | (13,763) |
| Acquisition related tax adjustment |  |  | (2,554) |
| Restructuring costs (4) |  |  | 8 |
| Other |  |  | (228) |
| **Loss before income taxes** |  |  | (20,855) |
| Income tax benefit |  |  | 2,435 |
| **Net loss** |  |  | $(18,420) |

52

|  | Six Months Ended June 30, 2024 Nucleic Acid Production | Biologics Safety Testing | Total |
| --- | ---: | ---: | ---: |
| **Revenue** | $100,602 | $33,000 | $133,602 |
| Less: |  |  |  |
| Cost of revenue (1) | 48,478 | 4,856 |  |
| Selling and marketing (1) | 10,121 | 1,379 |  |
| General and administrative (1) | 9,327 | 2,435 |  |
| Research and development (1) | 5,121 | 1,038 |  |
| Other segment items (2) | 14 | 1 |  |
| **Adjusted EBITDA** | 27,541 | 23,291 | $50,832 |
| **Reconciliation of total reportable segments’ Adjusted EBITDA to loss before income taxes** |  |  |  |
| Amortization |  |  | (13,738) |
| Depreciation |  |  | (10,342) |
| Interest expense |  |  | (22,803) |
| Interest income |  |  | 14,296 |
| Corporate costs, net of eliminations |  |  | (30,048) |
| Other adjustments: |  |  |  |
| Acquisition contingent consideration |  |  | 1,195 |
| Acquisition integration costs |  |  | (3,722) |
| Stock-based compensation |  |  | (25,820) |
| Merger and acquisition related expenses |  |  | (30) |
| Acquisition related tax adjustment |  |  | (2,441) |
| Restructuring costs (4) |  |  | (11) |
| Other |  |  | (632) |
| **Loss before income taxes** |  |  | (43,264) |
| Income tax benefit |  |  | 2,164 |
| **Net loss** |  |  | $(41,100) |

(1) Expenses are adjusted to remove the impact of certain items that management believes do not directly reflect our core operations, and, therefore, are not included in measuring segment performance.

(2) Other segment items for each reportable segment include realized and unrealized (losses) gains on foreign exchange transactions.

(3) For both the three and six months ended June 30, 2025, stock-based compensation benefit of $3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included on the stock-based compensation line item.

(4) For the three months ended June 30, 2024, there was an immaterial amount of stock-based compensation expense in connection with the restructuring included in the stock based-compensation line item. For the six months ended June 30, 2024, stock-based compensation benefit of $1.2 million related to forfeited stock awards in connection with the restructuring is included on the stock-based compensation line item.

There was no intersegment revenue during the three and six months ended June 30, 2025 and 2024.

### Adjusted EBITDA (Non-GAAP Financial Measure)

A reconciliation of net loss to Adjusted EBITDA, which is a non-GAAP financial performance measure, is set forth below (in thousands):

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Net loss | $(69,837) | $(18,420) | $(122,690) | $(41,100) |
| Add: |  |  |  |  |
| Amortization | 7,200 | 6,869 | 14,230 | 13,738 |
| Depreciation | 5,957 | 5,556 | 11,650 | 10,342 |
| Interest expense | 6,815 | 11,939 | 13,593 | 22,803 |
| Interest income | (3,030) | (7,086) | (6,255) | (14,296) |
| Income tax benefit | (4,288) | (2,435) | (4,126) | (2,164) |
| EBITDA | (57,183) | (3,577) | (93,598) | (10,677) |
| Acquisition contingent consideration (1) | 140 | (1,195) | 140 | (1,195) |
| Acquisition integration costs (2) | 831 | 1,224 | 1,598 | 3,722 |
| Stock-based compensation (3) | 6,789 | 13,763 | 17,192 | 25,820 |
| Merger and acquisition related expenses (4) | 92 | — | 1,270 | 30 |
| Acquisition related tax adjustment (5) | 4,153 | 2,554 | 4,082 | 2,441 |
| Executive leadership transition costs (6) | 2,007 | — | 2,007 | — |
| Goodwill impairment (7) | 30,449 | — | 42,884 | — |
| Property and equipment impairment (8) | 1,052 | — | 1,052 | — |
| Restructuring costs (9) | — | (8) | — | 11 |
| Other (10) | 1,260 | 228 | 2,414 | 632 |
| Adjusted EBITDA | $(10,410) | $12,989 | $(20,959) | $20,784 |

(1) Refers to the change in the estimated fair value of contingent consideration related to completed acquisitions.

(2) 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 MyChem and Alphazyme, which were completed in January 2022 and January 2023, respectively. These retention payments arise from the Company’s agreements executed in connection with its acquisitions of MyChem and Alphazyme and provide incremental financial incentives, over and above recurring compensation, to ensure the employees of these companies remain present and participate in integration of the acquired businesses during the integration and knowledge transfer periods. 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 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 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 $0.8 million (Alphazyme) and $1.4 million (Alphazyme) for the three and six months ended June 30, 2025, respectively. Retention payment expenses were $1.1 million (Alphazyme) and $3.4 million (MyChem $1.8 million; Alphazyme $1.6 million) for the three and six months ended June 30, 2024, respectively. 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. The remaining retention accrual for Alphazyme is $1.5 million, expected to be accrued ratably each quarter through December 31, 2025, with payments expected to be made in the first quarter of 2026. There are no further cash-based retention payments planned, other than those disclosed above, for acquisitions completed as of June 30, 2025.

(3) Refers to non-cash expense associated with stock-based compensation.

(4) Refers to diligence, legal, accounting, tax and consulting fees incurred in connection with acquisitions that were pursued but not consummated.

(5) Refers to non-cash expense associated with adjustments to the indemnification asset recorded in connection with the acquisition of MyChem.

(6) Refers to costs associated with the Executive Leadership Transition that occurred in June 2025, including severance and legal costs. For both the three and six months ended June 30, 2025, stock-based compensation benefit of $3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included on the stock-based compensation line item.

(7) Refers to goodwill impairment recorded for our Nucleic Acid Production segment.

(8) Refers to non-cash charges to write-down surplus laboratory equipment to estimated fair value, less costs to sell.

(9) Refers to restructuring costs (benefit) associated with the Cost Realignment Plan, which was implemented in November 2023. For the six months ended June 30, 2024, stock-based compensation benefit of $1.2 million related to forfeited stock awards in connection with the restructuring is included on the stock-based compensation line item. For the three months ended June 30, 2024, such stock-based compensation benefit amount was immaterial.

(10) For the three and six months ended June 30, 2025, refers to severance payments, inventory step-up charges in connection with the acquisition of Alphazyme, legal costs, and other non-recurring costs that are deemed to be outside of the ordinary course of business. For the six months ended June 30, 2024, refers to severance payments, inventory step-up charges and certain other adjustments in connection with the acquisition of Alphazyme, and other non-recurring costs that are deemed to be outside of the ordinary course of business.

### Relationship with GTCR, LLC

As of June 30, 2025, investment entities affiliated with 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.

We made cash distributions of $0.6 million during each of the three and six months ended June 30, 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 three and six months ended June 30, 2025.

We are also a party to the TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 11 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q). The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, from exchanges of LLC Units (together with the corresponding shares of Class B common stock) for Class A common stock, as a result of (i) certain increases in the tax basis of assets of Topco LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes of the entities acquired from MLSH 1 and MLSH 2 in connection with the Organizational Transactions, Topco LLC and subsidiaries of Topco LLC that existed prior to the IPO, and (iii) certain other tax benefits related to our entering into the TRA, including tax benefits attributable to payments that we make under the TRA (collectively, the “Tax Attributes”). Payment obligations under the TRA are not conditioned upon any Topco LLC unitholders maintaining a continued ownership interest in us or Topco LLC, and the rights of MLSH 1 and MLSH 2 under the TRA are assignable. There is no stated term for the TRA, and the TRA will continue until all tax benefits have been utilized or expired unless we exercise our right to terminate the TRA for an agreed-upon amount.

We recognize the amount of TRA payments expected to be paid within the next 12 months and classify this amount as current. As of June 30, 2025, there was no current liability outstanding under the TRA.

As of December 31, 2023, the Company had derecognized the remaining $665.3 million non-current liability under the TRA after concluding it was not probable that the Company will be able to realize the remaining tax benefits based on estimates of future taxable income. As of December 31, 2024, the amount of the non-current liability amount that had been derecognized was $683.8 million. There have been no changes to our position set forth in our Annual Report on Form 10-K for the year ended December 31, 2024. The impact of any activity for the year ending December 31, 2025, including any LLC Unit exchanges or changes to our estimated U.S. federal, state or local income tax rates, will be included in our Annual Report on Form 10-K for the year ending December 31, 2025 when amounts are determinable. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future. If the Company concludes in a future period that the tax benefits are more likely than not to be realized and releases its valuation allowance, the corresponding TRA liability amounts may be considered probable at that time and recorded on the consolidated balance sheet and within earnings.

During the three months ended June 30, 2025 and 2024, no payments were made to MLSH 1 or MLSH 2 pursuant to the TRA.

### 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 June 30, 2025, we had cash and cash equivalents of $269.9 million and retained earnings of $71.4 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.

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.

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, and continued research and development initiatives. 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.

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. 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. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of LLC Unit exchanges and the resulting amounts we are likely to pay out to holders of LLC Units pursuant to the TRA. The foregoing numbers are estimates and the actual payments could differ materially. 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 was based on our taxable income for the year ended December 31, 2024.

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* as a result of a valuation allowance having been recorded against our deferred tax assets and, therefore, that it is more likely than not that we will not generate sufficient future taxable income to utilize related tax benefits that will result in a payment under the TRA. There have been no changes to our position set forth in our Annual Report on Form 10-K for the year ended December 31, 2024. The impact of any activity for the year ending December 31, 2025, including any LLC Unit exchanges or changes to our estimated U.S. federal, state and local income tax rates, will be included in our Annual Report on Form 10-K for the year ending December 31, 2025 when amounts are determinable.

As a result of a change of control, material breach, or our election to terminate the TRA early, (1) we could be required to make cash payments to MLSH 1 and MLSH 2 that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the TRA, and (2) we will be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the TRA, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the TRA could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control. There can be no assurance that we will be able to finance our obligations under the TRA.

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 three and six months ended June 30, 2025. We made cash distributions of $0.6 million during each of the three and six months ended June 30, 2024 for tax liabilities to MLSH 1 under the LLC Operating Agreement.

### Credit Agreement

Maravai Intermediate Holdings, LLC, a wholly-owned subsidiary of Topco LLC, along with certain of its subsidiaries are parties to a credit agreement (as amended, the “Credit Agreement”), which provides for a $600.0 million term loan facility, maturing October 2027 (the “Term Loan”), and a $167.0 million revolving credit facility, maturing October 2029 (subject to springing maturity provisions based on the maturity of the Term Loan) (the “Revolving Credit Facility”). Borrowings under the Credit Agreement bear interest at a variable rate based on Term Secured Overnight Financing Rate (“SOFR”) plus an applicable interest rate margin.

As of June 30, 2025, the effective interest rate on the Term Loan was 7.27% per annum. There were no outstanding borrowings under the Revolving Credit Facility as of June 30, 2025.

The Revolving Credit Facility also provides availability for the issuance of letters of credit up to an aggregate limit of $20.0 million. As of June 30, 2025, the Company had a $0.5 million outstanding letter of credit as security for a lease agreement, which reduced the availability for the future issuance of letters of credit under the Revolving Credit Facility to $19.5 million.

Borrowings under the Credit Agreement are unconditionally guaranteed by Topco LLC, together with the existing and future material domestic subsidiaries of Topco LLC (subject to certain exceptions), as specified in the respective guaranty agreements.

Borrowings under the Credit Agreement are also secured by a first-priority lien and security interest in substantially all of the assets (subject to certain exceptions) of existing and future material domestic subsidiaries of Topco LLC that are loan parties.

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

The Credit Agreement requires prepayments on the Term Loan principal for certain excess cash flow, subject to certain step-downs, based on the Company’s first lien net leverage ratio for the fiscal year. The excess cash flow prepayment is reduced to 25% or 0% of the calculated excess cash flow if the Company’s first lien net leverage ratio was equal to or less than 4.75:1.00 or 4.25:1.00, respectively; however, no prepayment is required to the extent excess cash flow calculated for the fiscal year is equal to or less than $10.0 million. As of June 30, 2025, the Company’s first lien net leverage ratio was negative and its excess cash flow was less than $10.0 million.

The Credit Agreement contains certain covenants, including, among other things, covenants limiting our ability to incur or prepay certain indebtedness, pay dividends or distributions, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments and make changes to the nature of the business. Additionally, the Credit Agreement requires us to maintain a certain net leverage ratio if the outstanding debt balance on the Revolving Credit Facility exceeds 35.0% of the aggregate amount of available credit of $167.0 million, or $58.5 million. The Company was in compliance with these covenants as of June 30, 2025.

### Tax Receivable Agreement

We are a party to the TRA with MLSH 1 and MLSH 2. The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85% of the amount of certain tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the Organizational Transactions, IPO and any subsequent purchases or exchanges of LLC Units.

As of June 30, 2025, we did not have a current liability outstanding under the TRA. This determination was based on our taxable income for the year ended December 31, 2024. We may record additional liabilities under the TRA when LLC Units are exchanged in the future and as our estimates of the future utilization of the Tax Attributes, net operating losses and other tax benefits change. We expect to make payments under the TRA, to the extent they are required, within 125 days after the extended due date of our U.S. federal income tax return for such taxable year. Interest on such payments will begin to accrue from the due date (without extensions) of such tax return at a rate of LIBOR (or, if LIBOR ceases to be published, a Replacement Rate) plus 100 basis points. 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 have transitioned to the Secured Overnight Financing Rate ("SOFR") as the applicable Replacement Rate as allowable under the TRA.

The payment obligations under the TRA are obligations of Maravai LifeSciences Holdings, Inc. and not of Topco LLC. Although the actual timing and amount of any payments that may be made under the TRA will vary, the aggregate payments that we will be required to make to MLSH 1 and MLSH 2 may be substantial. Any payments made by us under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Topco LLC and, to the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. We anticipate funding ordinary course payments under the TRA from cash flow from operations of Topco LLC and its subsidiaries, available cash and/or available borrowings under the Credit Agreement.

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* as a result of a valuation allowance having been recorded against our deferred tax assets, and therefore, that it is more likely than not that we will not generate sufficient future taxable income to utilize related tax benefits that would result in a payment under the TRA. There have been no changes to our position set forth in our Annual Report on Form 10-K for the year ended December 31, 2024. The impact of any activity for the year ending December 31, 2025, including any LLC Unit exchanges or changes to our estimated U.S. federal, state and local income tax rates, will be included in our Annual Report on Form 10-K for the year ending December 31, 2025 when amounts are determinable.

### Cash Flows

The following table summarizes our cash flows for the periods presented (in thousands):

| Net cash (used in) provided by: | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | $(19,655) | $8,967 |
| Investing activities | (26,365) | (10,426) |
| Financing activities | (6,434) | (332) |
| Effects of exchange rate changes on cash | (38) | — |
| Net decrease in cash and cash equivalents | $(52,492) | $(1,791) |

### Operating Activities

Net cash used in operating activities for the six months ended June 30, 2025 was $19.7 million, which was primarily attributable to a net loss of $122.7 million. This was partially offset by non-cash depreciation and amortization of $25.9 million, non-cash amortization of operating lease right-of-use assets of $4.4 million, non-cash amortization of deferred financing costs of $0.9 million, non-cash stock-based compensation of $17.2 million, non-cash goodwill impairment of $42.9 million, non-cash acquisition related tax adjustment of $4.1 million, and a net cash inflow from the change in our operating assets and liabilities of $6.6 million.

### Investing Activities

Net cash used in investing activities for the six months ended June 30, 2025 was $26.4 million, which was primarily comprised of net cash consideration paid for the acquisition of assets from Molecular of $8.9 million, acquisition of Officinae of $10.1 million, and cash outflows of $8.1 million for property and equipment purchases, offset by proceeds from government assistance allocated to property and equipment of $0.7 million.

### Financing Activities

Net cash used in financing activities for the six months ended June 30, 2025 was $6.4 million, which was primarily attributable to $4.7 million of tax payments for shares withheld under employee equity plans, net of proceeds from the issuance of shares of our Class A common stock, $2.7 million of principal repayments of long-term debt, and $0.4 million of payments of finance lease liabilities. 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 for the six months ended June 30, 2025 totaled $7.4 million, which is net of government funding under the Cooperative Agreement of $0.7 million. We are currently evaluating our plans for capital expenditures for the year ending December 31, 2025, in connection with the Corporate Realignment Plan.

### Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of June 30, 2025 (in thousands):

|  | Payments due by period Total | 1 year | 2 - 3 years | 4 - 5 years | 5+ years |
| --- | ---: | ---: | ---: | ---: | ---: |
| Operating leases (1) | $52,251 | $10,848 | $18,545 | $18,252 | $4,606 |
| Finance leases (2) | 29,494 | 3,478 | 7,272 | 7,715 | 11,029 |
| Debt obligations (3) | 296,960 | 5,440 | 291,520 | — | — |
| Unconditional purchase obligations (4) | 940 | 788 | 152 | — | — |
| Contingent consideration (5) | 4,940 | 4,940 | — | — | — |
| Consideration payable (6) | 2,000 | 2,000 | — | — | — |
| Total | $386,585 | $27,494 | $317,489 | $25,967 | $15,635 |

(1) Represents operating lease payment obligations, excluding any renewal options we are reasonably certain to execute and have recognized as lease liabilities.

(2) Represents finance lease payment obligations, excluding any renewal options we are reasonably certain to execute and have recognized as lease liabilities.

(3) Represents long-term debt principal maturities, excluding interest and unamortized debt issuance costs. See Note 8 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

(4) Represents firm purchase commitments to our suppliers. See Note 7 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

(5) Represents additional amounts we may be required to pay to the sellers of Officinae upon the achievement of a certain integration milestone. See Note 2 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

(6) Represents an indemnity and adjustment holdback amount we may be required to pay in connection with our acquisition of assets from Molecular. See Note 2 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Cash distributions for owner tax liabilities are required under the terms of the LLC Operating Agreement. See Note 10 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding tax distributions.

The Credit Agreement requires prepayments on the Term Loan principal for certain excess cash flow, subject to certain step-downs, based on the Company’s first lien net leverage ratio for the fiscal year. The excess cash flow prepayment is reduced to 25% or 0% of the calculated excess cash flow if the Company’s first lien net leverage ratio was equal to or less than 4.75:1.00 or 4.25:1.00, respectively; however, no prepayment is required to the extent excess cash flow calculated for the fiscal year is equal to or less than $10.0 million. As of June 30, 2025, the Company’s first lien net leverage ratio was negative and its excess cash flow was less than $10.0 million.

In connection with our acquisition of Alphazyme, which was completed in January 2023, we were initially required to make contingent payments of up to $75.0 million to the sellers of Alphazyme dependent upon Alphazyme meeting or exceeding defined revenue targets during each of the fiscal years 2023 through 2025. For the first and second performance periods which ended on December 31, 2023 and 2024, respectively, it was determined that the defined revenue targets were not achieved. Consequently, no payments for contingent consideration were made to the sellers of Alphazyme. As of June 30, 2025, we may be required to make contingent payments to the sellers of Alphazyme of up to $25.0 million for the remaining performance period. We may also be required to make certain retention payments of $9.3 million, of which $7.6 million is accrued as of June 30, 2025, to its sellers and certain employees as of various dates but primarily through December 31, 2025 as long as these individuals continue to be employed by the Company. We cannot, at this time, determine when or if the related targets will be achieved or whether the events triggering the commencement of payment obligations will occur. Therefore, such payments were not included in the table above. See Note 4 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.

### Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.

The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures in the condensed consolidated financial statements. Our estimates are based on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions, and any such difference may be material. For a discussion of how these and other factors may affect our business, financial condition or results of operations, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this report are described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Except as noted below, there have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.

### Goodwill

In connection with preparing our financial statements for the quarter ended June 30, 2025, we performed a qualitative goodwill 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 Nucleic Acid Production business due to lower anticipated demand in enzyme products. As a result, we performed a quantitative goodwill impairment test and compared the Alphazyme reporting unit’s fair value to its respective carrying value to determine whether goodwill was impaired. We performed the impairment test using a combination of the income approach and the market approach to evaluate whether the fair value of the Alphazyme 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. The significant assumptions in the discounted cash flow models vary amongst, and are specific to, each reporting unit and include, but are not limited to, discount rates, projected revenue, revenue growth rates (including terminal growth rates) and EBITDA margins. The selected discount rate was 19.5%, which was determined using a weighted average cost of capital specific to the Alphazyme reporting unit and other market and industry data. 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 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 $30.4 million during the quarter ended June 30, 2025.

### Recognition of Intangible Assets as Part of a Business Combination

We account for our business combinations using the acquisition method of accounting which requires that the assets acquired and liabilities assumed of acquired businesses be recorded at their respective fair values at the date of acquisition. The purchase price, which includes the fair value of consideration transferred, is attributed to the fair value of the assets acquired and liabilities assumed. The excess of the purchase price of the acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill.

Determining the fair value of intangible assets acquired requires management to use significant judgment and estimates, including the selection of valuation methodologies, assumptions about future net cash flows, discount rates and market participants. Each of these factors can significantly affect the value attributed to the identifiable intangible asset acquired in a business combination.

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 acquisition of assets from Molecular and acquisition of Officinae, the estimated fair values of the developed technology intangible assets were based on the multi-period excess earnings method. 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. 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 use of alternative estimates and assumptions could increase or decrease the estimated fair value and amounts allocated to identifiable intangible assets acquired and future amortization expense as well as goodwill.

### Recent Accounting Pronouncements

For a description of the expected impact of recent accounting pronouncements, if any, see Note 1 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

## Market risk

As filed, 2,622 characters.

### Interest Rate Risk

As of June 30, 2025, our primary exposure to interest rate risk was associated with our variable rate long-term debt. Borrowings under our Credit Agreement bear interest at a rate equal to the Base Rate plus a margin of 2.00%, with respect to each Base Rate-based loan, or the Term SOFR (Secured Overnight Financing Rate) plus a margin of 3.00% with respect to each Term SOFR-based loan, subject in each case to an applicable Base Rate or Term SOFR floor (see Note 8 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q). Interest 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 $297.0 million of outstanding borrowings under our Term Loan and no outstanding borrowings under our Revolving Credit Facility as of June 30, 2025. For the three and six months ended June 30, 2025, the effect of a hypothetical 100 basis point increase or decrease in overall interest rates would have changed our interest expense by approximately $0.8 million and $1.5 million, respectively.

We had cash and cash equivalents of $269.9 million as of June 30, 2025. 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

Substantially all of our revenue is denominated in U.S. dollars. Although approximately 35.4% and 36.4% of our revenue for the three and six months ended June 30, 2025, respectively, was derived from international sales, primarily in Europe and Asia Pacific, substantially 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. As we endeavor to expand our presence in international markets, to the extent we are required to enter into agreements denominated in a currency other than the U.S. dollar, results of operations and cash flows may increasingly be subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign currency exchange rates. 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.

## Controls and procedures

As filed, 6,397 characters.

### Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of June 30, 2025 due to the material weaknesses in internal control over financial reporting described below.

### Material Weaknesses in Internal Control over Financial Reporting

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

As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024, management identified the following material weaknesses in our internal controls over financial reporting:

- *Revenue and accounts receivable*: Management did not design and operate effective controls over the Company’s revenue process. Specifically, we did not design and maintain effective controls over the timing of when the Company has transferred control of goods to its customers at period end, segregation of duties related to customer purchase order information entered into the Company’s IT systems, accounting for customer product revenue, and the authorization and documentation of pricing approvals. The material weakness is an aggregation of these matters.
- *Goodwill impairment*: Management did not operate effective controls over the key inputs and assumptions that were utilized to determine the fair value of reporting units in the Company’s quantitative goodwill impairment assessment as of December 31, 2024.

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

### Remediation Plan for Material Weaknesses

With respect to the material weaknesses above, management, under the oversight of the Audit Committee, is in the process of designing appropriate controls as well as implementing measures to ensure appropriate operation of existing controls to address these material weaknesses. While we have taken steps to implement our remediation plan, the material weaknesses will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective. The Company will monitor the effectiveness of its remediation plan and refine its remediation plan as appropriate. Remediation to address the material weaknesses noted above, includes:

- *Revenue and accounts receivable -*
- Remediating the design and operation of existing controls related to the revenue process.
- Designing and implementing new controls to sufficiently document evidence of pricing authorization and approvals.
- Reviewing order entry data input into IT systems to ensure accuracy.
- Reviewing shipping terms as a factor in determining the timing of when control of goods is transferred to customers at period end.
- Monitoring work order activity related to custom product manufacturing.
- *Goodwill impairment* - enhancing the operation of certain management review controls over key inputs and assumptions, including projected financial information, by refining the precision by which the controls operate and retaining sufficient evidence of the review over key inputs and assumptions included in the quantitative goodwill impairment analysis.

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

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

We will determine that our material weaknesses have been fully remediated only after we have (i) implemented and tested the necessary changes and (ii) observed the operation of remediated controls for a sufficient period of time for us to determine that such controls are operating effectively. We may also conclude that additional measures or costs are required to remediate the material weaknesses in our internal control over financial reporting. We will monitor and report the effectiveness of our remediation plan and refine our remediation plan as appropriate.

### Changes in Internal Control over Financial Reporting

We are executing our remediation plans to remediate the material weaknesses relating to our internal control over financial reporting, as described above. Other than the changes described above, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 3,607 characters.

Other than as set forth below, there have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

### Risks Related to Our Business and Strategy

***We may not realize the expected operational or financial benefits from our recent organizational changes, including changes to our executive management team and the workforce reductions, and other cost reduction initiatives, which could also have unintended consequences and adversely impact our financial position, results of operations and cash flows.***

In June 2025, we appointed a new Chief Executive Officer and a new Chief Financial Officer. Additionally, on August 11, 2025, we announced a Corporate Realignment Plan which includes an organizational restructuring and cost reduction initiative targeting more than $50 million in annualized cost savings, including a significant reduction in force affecting approximately 25% of our workforce.

Our recent executive leadership changes, as well as the organizational restructuring and cost-reduction initiatives, including the targeted annual cost savings and the anticipated timeline to realize these benefits, are subject to many risks and uncertainties. The restructuring charges, including severance costs, associated with the workforce reduction may be greater than anticipated, and completion of the workforce reduction and implementation of the other cost reduction actions may take longer than we anticipated, including as a result of factors beyond our control, which may cause us to not fully achieve the expected operational and financial benefits. Further, implementation of the organizational changes, including the workforce reduction, could have unintended consequences to us, including adversely impacting our revenues as a result fewer employees being available to respond to business needs, employee attrition beyond the planned workforce reduction and lower employee morale and motivation among those of our employees who were not impacted by the workforce reduction. This, in turn, could make it more difficult to achieve our operating plans and adversely impact on our financial position, results of operations and cash flows.

Executive management transitions, particularly at the principal executive officer and principal financial officer levels, inherently cause some loss of institutional knowledge. Executive-level transitions often lead to changes in strategic or operating goals, which can create uncertainty, and in turn, higher levels of attrition and senior-level departures, business disruption, and may negatively impact our business, financial position and results of operations.

As we continue to identify areas for potential cost savings, or to the extent that we are unable to successfully implement our current cost savings initiatives in a timely manner or achieve our anticipated cost savings, we may consider implementing further cost savings initiatives to improve our profitability and generate higher levels of free cash flow. We also cannot guarantee that we will not have to undertake additional workforce reductions in the future. Furthermore, these measures could be disruptive to our operations, including as a result of inefficiencies related to task unfamiliarity, heavier workloads, loss of knowledge and vacant positions, particularly if we are unable to effectively implement and manage the transition of impacted employees’ duties and responsibilities. Any such inefficiencies could adversely impact our results of operations and cash flows.

Filed Aug 11, 2025.
Source: SEC EDGAR, the filing index for accession 0001823239-25-000107. Last ingested by Listed: Nov 5, 2026, 16:36 ET. No prices; not investment advice.