MARAVAI LIFESCIENCES HOLDINGS, INC. (MRVI)
SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2834 Pharmaceutical Preparations
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1823239. Latest filing source: 0001823239-26-000011.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 185,743,000 | USD | 2025 | 2026-02-26 |
| Net income | -130,773,000 | USD | 2025 | 2026-02-26 |
| Assets | 770,577,000 | USD | 2025 | 2026-02-26 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001823239.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Revenue | 143,140,000 | 284,098,000 | 799,240,000 | 883,001,000 | 288,945,000 | 259,185,000 | 185,743,000 |
| Net income | -4,470,000 | 88,972,000 | 182,037,000 | 220,205,000 | -119,029,000 | -144,846,000 | -130,773,000 |
| Operating income | 23,988,000 | 119,902,000 | 554,645,000 | 574,216,000 | -31,648,000 | -235,617,000 | -215,266,000 |
| Gross profit | 140,202,000 | 108,309,000 | 33,990,000 | ||||
| Diluted EPS | -0.03 | 2.36 | 1.56 | 1.67 | -0.90 | -1.05 | -0.90 |
| Operating cash flow | 24,115,000 | 152,187,000 | 368,570,000 | 535,977,000 | 126,224,000 | 7,465,000 | -57,573,000 |
| Capital expenditures | 17,148,000 | 25,408,000 | 14,850,000 | 17,090,000 | 65,553,000 | 29,658,000 | 13,149,000 |
| Assets | 1,270,691,000 | 1,918,276,000 | 2,282,315,000 | 1,487,450,000 | 1,008,244,000 | 770,577,000 | |
| Liabilities | 1,115,945,000 | 1,372,915,000 | 1,377,072,000 | 697,566,000 | 431,035,000 | 397,866,000 | |
| Stockholders' equity | 88,511,000 | 315,499,000 | 545,218,000 | 416,753,000 | 325,292,000 | 212,379,000 | |
| Cash and cash equivalents | 632,138,000 | 574,962,000 | 322,399,000 | 216,890,000 | |||
| Free cash flow | 6,967,000 | 126,779,000 | 353,720,000 | 518,887,000 | 60,671,000 | -22,193,000 | -70,722,000 |
Ratios
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Net margin | -3.12% | 31.32% | 22.78% | 24.94% | -41.19% | -55.89% | -70.41% |
| Operating margin | 16.76% | 42.20% | 69.40% | 65.03% | -10.95% | -90.91% | -115.89% |
| Return on equity | 100.52% | 57.70% | 40.39% | -28.56% | -44.53% | -61.58% | |
| Return on assets | 7.00% | 9.49% | 9.65% | -8.00% | -14.37% | -16.97% | |
| Liabilities / equity | 12.61 | 4.35 | 2.53 | 1.67 | 1.33 | 1.87 | |
| Current ratio | 2.54 | 7.89 | 7.70 | 8.00 | 7.53 | 6.60 |
Financial Charts
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001823239.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.53 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.34 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.00 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 68,914,000 | -6,541,000 | -0.05 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 66,865,000 | -6,462,000 | -0.05 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 74,141,000 | -105,959,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 64,179,000 | -12,078,000 | -0.09 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 73,400,000 | -7,585,000 | -0.05 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 65,200,000 | -99,038,000 | -0.70 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 56,406,000 | -26,145,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 46,850,000 | -29,945,000 | -0.21 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 47,397,000 | -39,591,000 | -0.27 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 41,630,000 | -25,556,000 | -0.18 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 49,866,000 | -35,681,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 65,837,000 | -3,733,000 | -0.02 | reported discrete quarter |
Quarterly Charts
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001823239-26-000024.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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, 2025, 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 entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Please also see the section entitled “Special Note Regarding Forward-Looking Statements.” 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 life sciences company that provides products and services supporting the development and manufacture of drug therapies, diagnostics, vaccines and cell and gene therapies. Our customers include biopharmaceutical companies, emerging biopharmaceutical, life sciences research companies, academic research institutions and diagnostics companies. Our product offerings support key phases of biopharmaceutical development and manufacturing and include complex nucleic acids and enzymes for therapeutic and diagnostic applications, and immunoassay, qpCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products. We manage and evaluate our operations through two reportable segments: TriLink and Cygnus. TriLink provides nucleic acid products and related services, including mRNA, oligonucleotides, CleanCap® mRNA capping and ModTail™ poly(A) tail modification technologies, synthesis inputs, specialty enzymes, and mRNA manufacturing services. Cygnus provides biologics safety testing products and services, including host cell protein ELISA kits, impurity detection assays, viral clearance prediction tools, and related reagents and services. Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs across a range of therapeutic modalities. We also serve government, academic and biotechnology institutions. As of March 31, 2026, we employed a team of 416 full-time employees, approximately 26% of whom have advanced degrees. We primarily utilize a direct sales model in North America. International sales, primarily in Europe and the Asia Pacific-region, are generated through a combination of direct sales and third-party distributors. The percentage of our total revenue derived from customers in North America was 54.2% and 62.5% for the three months ended March 31, 2026 and 2025, respectively. We generated revenue of $65.8 million and $46.9 million for the three months ended March 31, 2026 and 2025, respectively. Revenue by reportable segment was as follows: TriLink: $47.5 million for the three months ended March 31, 2026, and $28.8 million for the three months ended March 31, 2025. Cygnus: $18.4 million for the three months ended March 31, 2026, and $18.1 million for the three months ended March 31, 2025. We continue to focus resources on supporting our core business segments while pursuing opportunities to expand our customer base domestically and internationally. Selling, general and administrative expenses were $29.1 million and $39.6 million for the three months ended March 31, 2026 and 2025, respectively. Our research and development efforts are focused on developing new products, technologies and services to meet our customers’ needs. Research and development expenses were $3.9 million and $4.9 million for the three months ended March 31, 2026 and 2025, respectively. We intend to continue investing in research and development to support our customers’ demand for innovation. 22 Table of Contents Recent Developments Voluntary Prepayments on Term Loan In February 2026, we voluntarily pre-paid, using cash on hand, $50.0 million of aggregate principal amount of the Term Loan. There were no prepayment penalties associated with this prepayment of principal. As a result of the prepayment, we wrote off a portion of pre-existing deferred financing costs associated with the Term Loan. Trends and Uncertainties While revenue attributable to high-volume orders of our proprietary CleanCap® analogs for commercial phase COVID-19 vaccine programs returned in this quarter, representing $14.3 million in revenue for the three months ended March 31, 2026, we do not anticipate further high-volume CleanCap orders for commercial phase COVID-19 vaccine programs for the remainder of the year ending December 31, 2026. Therefore, the three months ended March 31, 2026, is expected to be the highest revenue quarter of the year. 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. 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; 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 $65.8 million and $46.9 million for the three months ended March 31, 2026 and 2025, respectively, through the following segments: (i) TriLink and (ii) Cygnus. 23 Table of Contents TriLink Segment Our TriLink segment focuses on the development, manufacturing and sale of highly modified nucleic acids products to support the needs of customers’ research, therapeutic and vaccine programs. In addition to catalog and custom products, the business provides CDMO services, including process development, scale-up, and GMP production of nucleic acids for clinical applications. This segment also provides research products for oligonucleotide synthesis, modification, labeling and purification. Cygnus Segment Our Cygnus segment focuses on the development, 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. 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 year-over-year in future periods, as a result of the implementation of the 2025 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 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 remain relatively consistent year-over-year in future periods, as a result of ongoing research and development initiatives. 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. Restructuring Restructuring costs primarily consist of severance and other employee-related costs, asset impairments, and professional fees. 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, and interest costs on our [Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of financial condition and results of operations together with our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis reflects our historical consolidated results of operations and financial position, and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A. “Risk Factors.” Please also see the section titled “Special Note Regarding Forward Looking Statements.” Unless otherwise noted or the context otherwise requires, references in this Annual Report on Form 10-K to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc. and its subsidiaries.
This discussion and analysis generally addresses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024. Discussions of 2023 items and year-over-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our 2024 Annual Report on Form 10-K filed with the SEC on March 18, 2025.
Overview
We are a life sciences company that provides products and services supporting the development and manufacture of drug therapies, diagnostics, vaccines and cell and gene therapies. Our customers include biopharmaceutical companies, emerging biopharmaceutical, life sciences research companies, academic research institutions and diagnostics companies.
Our product offerings support key phases of biopharmaceutical development and manufacturing and include complex nucleic acids and enzymes for therapeutic and diagnostic applications, and immunoassay, qpCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products.
We manage and evaluate our operations through two reportable segments: TriLink and Cygnus.
TriLink provides nucleic acid products and related services, including mRNA, oligonucleotides, CleanCap® mRNA capping and ModTail™ poly(A) tail modification technologies, synthesis inputs, specialty enzymes, and mRNA manufacturing services.
Cygnus provides biologics safety testing products and services, including host cell protein ELISA kits, impurity detection assays, viral clearance prediction tools, and related reagents and services.
During fiscal year 2025, we renamed our reportable segments from Nucleic Acid Production and Biologics Safety Testing to TriLink and Cygnus. This change reflects updated segment naming to better align with our internal brand and operating terminology. There were no changes to the composition of our reportable segments, the nature of the products and services offered, or the manner in which the CODM evaluates the Company’s operating performance or allocates resources. Prior-period segment information has been recast to conform to the current presentation.
During fiscal year 2025, we implemented a restructuring plan designed to better align our cost structure and operations with current market conditions and our strategic priorities. The restructuring included workforce reductions and operational streamlining initiatives and resulted in restructuring charges during the year. See “Results of Operations” below for additional discussion of the financial impacts of the restructuring.
Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs across a range of therapeutic modalities. We also serve government, academic and biotechnology institutions.
As of December 31, 2025, we employed a team of over 435 full-time employees, approximately 26% of whom have advanced degrees.
We primarily utilize a direct sales model in North America. International sales, primarily in Europe and the Asia Pacific-region, are generated through a combination of direct sales and third-party distributors. The percentage of our total revenue derived from customers in North America was 60.5% and 49.0% for the years ended December 31, 2025 and 2024, respectively.
We generated total revenue of $185.7 million and $259.2 million for the years ended December 31, 2025 and 2024, respectively.
Revenue by reportable segment was as follows:
TriLink: $119.8 million in 2025 and $196.3 million in 2024.
Cygnus: $ $66.0 million in 2025 and $62.8 million in 2024.
We continue to focus resources on supporting our core business segments while pursuing opportunities to expand our customer base domestically and internationally.
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Selling, general, and administrative expenses were $145.1 million and $161.8 million for the years ended December 31, 2025 and 2024, respectively.
Our research and development efforts are focused on developing new products, technologies and services to meet our customers’ needs. Research and development expenses were $17.4 million and $19.2 million for the years ended December 31, 2025 and 2024, respectively. We intend to continue investing in research and development to support our customers’ demand for innovation.
2025 and 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 our consolidated financial statements 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 our consolidated financial statements 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 (these appointments are collectively referred to herein as the “Executive Leadership Transition”).
2025 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 implemented a corporate realignment plan (the “2025 Corporate Realignment Plan”) that included the termination of approximately 25% of the Company’s workforce, a phased reduction of the Company’s facilities footprint, and other actions designed to significantly reduce operating costs and focus our resources on projects that we believe will deliver sustainable long-term growth, including improving our e-commerce presence. The reduction in force was substantially completed as of November 4, 2025, following the end of the sixty-day notification period required by the WARN Act. The Company is implementing the remaining aspects of the 2025 Corporate Realignment Plan using a phased approach, with completion anticipated by the end of the third quarter of 2026.
During the year ended December 31, 2025, we incurred restructuring costs of $19.5 million, primarily related to severance and other employee-related costs, asset impairments, and professional fees.
The 2025 Corporate Realignment Plan was anticipated to lower our annualized expenses by more than $50.0 million, through reductions in headcount and non-headcount-related expenses. Since implementing the 2025 Corporate Realignment Plan, we have identified even greater savings and now anticipate we will lower our annualized expenses by more than $65.0 million.
We are currently unable to estimate the total costs associated with the phased reduction of our facilities. These costs may include, but are not limited to, losses on subleases, contract termination fees, additional asset impairments, losses on the sale or disposal of equipment or other long-lived assets, professional fees and other costs and fees pertaining to the consolidation, closure, or disposition of facilities. Additional costs, which could be material, may be incurred as we implement and progress through the phases of our restructuring plan.
See Note 3 to our consolidated financial statements for additional information.
Goodwill Impairment
In connection with preparing our financial statements for the first quarter of 2025, we performed a quantitative impairment test on the TriLink BioTechnologies reporting unit in response to impairment indicators identified during the period. The indicators of impairment primarily related to our long-term forecast which reflected lower projected near term revenues due to lower demand in research and discovery products within the TriLink BioTechnologies reporting unit and slower than expected transition to new mRNA clinical trials as customers prioritize existing programs and more conservatively invest in new
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programs as the result of macroeconomic pressures. Based on our interim quantitative assessment, we concluded that the TriLink BioTechnologies 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 consolidated statements of operations, which represented the entire remaining goodwill balance for the TriLink BioTechnologies reporting unit.
In connection with preparing our financial statements for the second quarter of 2025, we performed a quantitative impairment test on the Alphazyme reporting unit in response to impairment indicators identified during our forecast process. As of June 30, 2025, our long-term forecast reflected lower projected revenues within our Alphazyme reporting unit due to lower anticipated demand in enzyme products. 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 consolidated statements of operations, which represented the entire remaining goodwill balance for the Alphazyme reporting unit.
See Note 4 to our consolidated financial statements for additional information.
Intangible Asset Impairment
In connection with preparing our financial statements for the year ended December 31, 2025, we evaluated the recoverability of our long-lived assets (including finite-lived intangible assets) in response to impairment indicators identified during the Company’s forecast process. As of December 31, 2025, our long-term forecast reflected lower projected revenues due to lower anticipated demand in enzyme products within our Alphazyme asset group. As such, we performed a recoverability test and concluded that the carrying value of this intangible asset group exceeded its fair value. As a result, we recorded intangible asset impairment totaling $25.8 million on the consolidated statements of operations.
See Note 4 to our consolidated financial statements 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 25.4% of our total revenues for the year ended December 31, 2024. We generated no revenue from high-volume orders of CleanCap® for commercial phase vaccine programs during the year ended December 31, 2025, which had the effect of significantly decreasing our revenue, profitability and cash flows in 2025 when compared to prior year periods.
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. See more information under Item 1A. “Risk Factors—Risks Related to Our Business and Strategy.”
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 it facilitates comparisons of performance on a consistent basis across reporting periods. Further, we believe this performance measure is helpful in highlighting trends in our operating results because it excludes items that are not indicative of our core operating performance. Adjusted EBITDA is also a component of the financial covenant under our credit agreement that governs our ability to access more than $58.5 million in aggregate letters of credit and available borrowings under the $167.0 million revolving credit facility provided under our credit agreement (the “Revolving Credit Facility”).
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
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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; 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 $185.7 million and $259.2 million for the years ended December 31, 2025 and 2024, respectively, through the following segments: (i) TriLink and (ii) Cygnus.
TriLink Segment
Our TriLink 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 oligonucleotide synthesis, modification, labeling and purification.
Cygnus Segment
Our Cygnus segment focuses on the manufacturing and sale of biologics safety and impurity tests and assay development services that are utilized by our customers in their biologic drug manufacturing activities.
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.
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 the 2025 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 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
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receipt of goods or services to be used in research and development are recognized as prepaid assets until the goods are received or services are rendered.
We expect our research and development costs will decrease in future periods, as a result of the implementation of the 2025 Corporate Realignment Plan.
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.
Impairment of Goodwill and Long-Lived Assets
Goodwill impairment is recorded in connection with the impairment testing of our goodwill and is performed at least annually and more frequently if changes in facts and circumstances indicate that the fair value of our reporting units may be less than the carrying amount.
Intangible asset impairment is recorded in connection with the impairment testing of our intangible assets and is performed at least annually and more frequently if changes in facts and circumstances indicate that the carrying value of the assets may exceed their respective current and expected future cash flows, on an undiscounted basis.
Restructuring
Restructuring costs primarily consist of severance and other employee-related costs, asset impairments, and professional fees.
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.
Loss on extinguishment of debt
Loss on extinguishment of debt represents the write-off of remaining unamortized debt issuance costs in connection with the voluntary partial prepayment of our Term Loan and the write-off of capitalized financing costs for the refinancing of our revolving credit facility.
Change in Payable to Related Parties Pursuant to the Tax Receivable Agreement
The Tax Receivable Agreement liability adjustment reflects changes in the Tax Receivable Agreement liability recorded in our consolidated balance sheets primarily due to changes in our estimated state apportionment and the corresponding change of our estimated state tax rate.
Other Expense
Other expense primarily consists of adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, LLC, which was completed in January 2022, and realized and unrealized gains and losses on foreign exchange transactions.
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.
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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 consolidated statements of operations. As of December 31, 2025, we held approximately 56.8% of the outstanding LLC Units, and MLSH 1 held approximately 43.2% of the outstanding LLC Units.
Results of Operations
The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this Annual Report on Form 10-K.
Year Ended December 31,
2025
2024
Year-Over-Year Change
(in thousands, except per share data)
Revenue
$
185,743
$
259,185
(28.3)
%
Cost of revenue (1)
151,753
150,876
0.6
%
Gross profit
33,990
108,309
(68.6)
%
Operating expenses:
Selling, general and administrative (1)
145,118
161,771
(10.3)
%
Research and development (1)
17,402
19,221
(9.5)
%
Change in estimated fair value of contingent consideration
200
(2,003)
(110.0)
%
Impairment of goodwill and long-lived assets
68,709
166,151
(58.6)
%
Restructuring (1)
17,827
(1,214)
(1568.5)
%
Total operating expenses
249,256
343,926
(27.5)
%
Loss from operations
(215,266)
(235,617)
(8.6)
%
Other expense, net
(19,708)
(25,865)
(23.8)
%
Loss before income taxes
(234,974)
(261,482)
(10.1)
%
Income tax benefit
(4,212)
(1,860)
126.5
%
Net loss
$
(230,762)
$
(259,622)
(11.1)
%
Net loss attributable to non-controlling interests
(99,989)
(114,776)
(12.9)
%
Net loss attributable to Maravai LifeSciences Holdings, Inc.
$
(130,773)
$
(144,846)
(9.7)
%
Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted
$
(0.90)
$
(1.05)
Weighted average number of Class A common shares outstanding, basic and diluted
144,360
137,906
Adjusted EBITDA (Non-GAAP financial measure)
$
(31,190)
$
35,922
____________________
*Not meaningful
(1)Includes stock-based compensation expense as follows (in thousands, except percentages):
Year Ended December 31,
2025
2024
Year-Over-Year Change
Cost of revenue
$
6,760
$
9,649
(29.9)
%
Selling, general and administrative
22,087
36,023
(38.7)
%
Research and development
3,864
4,968
(22.2)
%
Restructuring
(2,537)
(1,225)
107.1
%
Total stock-based compensation expense
$
30,174
$
49,415
(38.9)
%
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Revenue
Consolidated revenue by segment was as follows for the periods presented (in thousands, except percentages):
Year Ended December 31,
Percentage of Revenue
2025
2024
Year-Over-Year Change
2025
2024
TriLink
$
119,787
$
196,345
(39.0)
%
64.5
%
75.8
%
Cygnus
65,956
62,840
5.0
%
35.5
%
24.2
%
Total revenue
$
185,743
$
259,185
(28.3)
%
100.0
%
100.0
%
Total revenue was $185.7 million for the year ended December 31, 2025 compared to $259.2 million for the year ended December 31, 2024, representing a decrease of $73.4 million, or 28.3%.
TriLink revenue decreased from $196.3 million for the year ended December 31, 2024 to $119.8 million for the year ended December 31, 2025, representing a decrease of $76.5 million, or 39.0%. The decrease in TriLink was primarily driven by the absence of $65.9 million of sales for high-volume CleanCap® for commercial phase vaccine programs received in 2024 that did not recur in 2025, and by lower demand for discovery products.
Cygnus revenue increased from $62.8 million for the year ended December 31, 2024 to $66.0 million for the year ended December 31, 2025, representing an increase of $3.2 million, or 5.0%. The increase was primarily driven by strength in HCP kits and qualification services and increased demand for MockV viral clearance kits.
Gross Profit
Gross profit was as follows for the periods presented (in thousands, except percentages):
Year Ended December 31,
Percentage of Revenue
2025
2024
Year-Over-Year Change
2025
2024
Revenue
$
185,743
$
259,185
(28.3)
%
100.0
%
100.0
%
Cost of revenue
151,753
150,876
0.6
%
81.7
%
58.2
%
Gross profit
$
33,990
$
108,309
(68.6)
%
18.3
%
41.8
%
Cost of revenue increased by $0.9 million from $150.9 million for the year ended December 31, 2024 to $151.8 million for the year ended December 31, 2025, or 0.6%, which was not significant.
Gross profit margin decreased by 2,350 basis points from 41.8% for the year ended December 31, 2024 to 18.3% for the year ended December 31, 2025. The decrease in gross profit margin as a percentage of sales was primarily attributable to higher facility costs, depreciation expense, and amortization expense as a percentage of sales.
Operating Expenses
Operating expenses include the following for the periods presented (in thousands, except percentages):
Year Ended December 31,
Percentage of Revenue
2025
2024
Year-Over-Year Change
2025
2024
Selling, general and administrative
$
145,118
$
161,771
(10.3)
%
78.1
%
62.5
%
Research and development
17,402
19,221
(9.5)
%
9.4
%
7.4
%
Change in estimated fair value of contingent consideration
200
(2,003)
(110.0)
%
0.1
%
(0.8)
%
Impairment of goodwill and long-lived assets
68,709
166,151
(58.6)
%
37.0
%
64.1
%
Restructuring
17,827
(1,214)
(1568.5)
%
9.6
%
(0.5)
%
Total operating expenses
$
249,256
$
343,926
(27.5)
%
134.2
%
132.7
%
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Selling, General and Administrative
Selling, general and administrative expenses decreased by $16.7 million from $161.8 million for the year ended December 31, 2024 to $145.1 million for the year ended December 31, 2025, or 10.3%. The decrease was primarily driven by decreases of $13.9 million in stock-based compensation expense driven by terminated employees and their related forfeitures, including those in connection with the Executive Leadership Transition, $2.9 million in corporate expenses, including taxes, licenses and fees, and $2.6 million in facilities expenses. These were partially offset by an increase of $2.7 million in professional service fees primarily for corporate legal services.
Research and Development
Research and development expenses decreased by $1.8 million from $19.2 million for the year ended December 31, 2024 to $17.4 million for the year ended December 31, 2025, or 9.5%. The decrease in expenses compared to the prior year was primarily driven by decreases of $1.3 million in professional service fees for contract services related to research and development studies and $1.1 million in stock-based compensation expense driven by terminated employees and their related forfeitures. These were partially offset by an increase of $0.4 million in depreciation expense and $0.2 million in facilities expenses.
Change in Estimated Fair Value of Contingent Consideration
The change in estimated fair value of contingent consideration was $0.2 million for the year ended December 31, 2025 due to a 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 was $2.0 million for the year ended ended December 31, 2024 due to a decrease in estimated fair value of the liability for the contingent payments associated with the acquisition of Alphazyme.
Impairment of Goodwill and Long-Lived Assets
During the year ended December 31, 2025, we recorded goodwill impairment of $12.4 million and $30.4 million for the TriLink BioTechnologies and Alphazyme reporting units, respectively, within our TriLink segment. During the year ended December 31, 2024, we recorded goodwill impairment of $154.2 million and $11.9 million for the TriLink BioTechnologies and Alphazyme reporting units, respectively, within our TriLink segment.
During the year ended December 31, 2025, we recorded intangible asset impairment of $25.8 million within our TriLink segment.
See Note 4 to our consolidated financial statements for additional information.
Restructuring
Restructuring costs for the year ended December 31, 2025 relate to the 2025 Corporate Realignment Plan. These costs include severance and other employee-related costs of $4.3 million, asset impairments of $13.0 million, and professional fees of $0.5 million. An additional $1.7 million of restructuring charges are recorded within cost of revenue on the consolidated statements of operations. See Note 3 to our consolidated financial statements for additional information.
Restructuring costs (benefit) for the year ended December 31, 2024 relate to a prior restructuring plan, which was implemented in November 2023 (the “2023 Cost Realignment Plan”). These consist of the stock-based compensation benefit recognized for the forfeiture of stock awards upon the termination of certain impacted employees.
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Other Income (Expense)
Other income (expense) includes the following for the periods presented (in thousands, except percentages):
Year Ended December 31,
Percentage of Revenue
2025
2024
Year-Over-Year Change
2025
2024
Interest expense
$
(26,992)
$
(47,700)
(43.4)
%
(14.5)
%
(18.4)
%
Interest income
11,436
27,403
(58.3)
%
6.2
%
10.5
%
Loss on extinguishment of debt
—
(3,187)
*
—
%
(1.2)
%
Change in payable to related parties pursuant to the Tax Receivable Agreement
—
(40)
*
—
%
0.0
%
Other expense
(4,152)
(2,341)
77.4
%
(2.3)
%
(0.9)
%
Total other expense, net
$
(19,708)
$
(25,865)
(23.8)
%
(10.6)
%
(10.0)
%
____________________
*Not meaningful
Total other expense was $19.7 million for the year ended December 31, 2025 compared to $25.9 million for the year ended December 31, 2024, representing a decrease of $6.2 million, or 23.8%. The $20.7 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 $16.0 million decrease in interest income earned on our short-term investments in money market funds, which were used for the voluntary prepayment. The decrease in other expense was also driven by a loss on extinguishment of debt of $3.2 million, primarily driven by the write-off of pre-existing deferred financing costs as a result of the voluntary prepayment on the Term Loan, partially offset by a $1.8 million increase relating to adjustments to the indemnification asset recorded in connection with the acquisition of MyChem.
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. Our CODM reviews segment performance along with forecasts and other non-financial information in our annual budgeting process. We define Adjusted EBITDA as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period. 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 December 31, 2025, substantially all of our long-lived assets were located within the United States.
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The following schedules include revenue, expenses, and adjusted EBITDA for each of the Company’s reportable segments for the periods presented (in thousands):
Year Ended December 31, 2025
TriLink
Cygnus
Total
Revenue
$
119,787
$
65,956
$
185,743
Less:
Cost of revenue (1)
93,053
11,747
Selling and marketing (1)
22,150
3,075
General and administrative (1)
18,361
4,903
Research and development (1)
9,353
1,987
Other segment items (2)
19
4
Adjusted EBITDA for reportable segments
(23,149)
44,240
$
21,091
Reconciliation of total reportable segments’ adjusted EBITDA to loss before income taxes
Corporate costs
(52,281)
Amortization
(27,951)
Depreciation
(23,558)
Interest expense
(26,992)
Interest income
11,436
Other adjustments:
Acquisition contingent consideration
(200)
Acquisition integration costs
(3,104)
Stock-based compensation
(30,174)
Merger and acquisition related expenses
(1,270)
Acquisition related tax adjustment
(4,082)
Executive leadership transition costs (3)
(2,024)
Impairment of goodwill and long-lived assets
(68,709)
Property and equipment impairment
(1,216)
Restructuring costs (4)
(22,064)
Other
(3,876)
Loss before income taxes
$
(234,974)
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Year Ended December 31, 2024
TriLink
Cygnus
Total
Revenue
$
196,345
$
62,840
$
259,185
Less:
Cost of revenue (1)
94,694
9,918
Selling and marketing (1)
20,722
2,921
General and administrative (1)
20,370
4,197
Research and development (1)
9,713
1,960
Other segment items (2)
33
3
Adjusted EBITDA for reportable segments
50,813
43,841
$
94,654
Reconciliation of total reportable segments’ adjusted EBITDA to loss before income taxes
Corporate costs
(58,732)
Amortization
(27,531)
Depreciation
(20,852)
Interest expense
(47,700)
Interest income
27,403
Other adjustments:
Acquisition contingent consideration
2,003
Acquisition integration costs
(5,559)
Stock-based compensation
(49,415)
Merger and acquisition related expenses
(1,728)
Loss on extinguishment of debt
(3,187)
Acquisition related tax adjustment
(2,306)
Tax Receivable Agreement liability adjustment
(40)
Impairment of goodwill and long-lived assets
(166,151)
Restructuring costs (4)
(11)
Other
(2,330)
Loss before income taxes
$
(261,482)
___________________
(1)Expenses are adjusted to remove the impact of certain items, including interest, taxes, depreciation and amortization, certain non-cash items and other adjustments. Management believes these do not directly reflect our core operations, and, therefore, are not included in measuring segment performance.
(2)Other segment items for each reportable segment include realized and unrealized loss on foreign exchange transactions.
(3)For the year ended December 31, 2025, stock-based compensation benefit of $3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included in the stock-based compensation line item.
(4)For the years ended December 31, 2025, 2024 and 2023, stock-based compensation benefit of $2.5 million, $1.2 million, and $0.1 million, respectively, related to forfeited stock awards in connection with restructuring actions is included on the stock-based compensation line item. For the year ended December 31, 2025, inventory impairment of $1.7 million recorded within cost of revenue on the consolidated statements of operations is included in the restructuring costs line item.
There was no intersegment revenue during the years ended December 31, 2025 and 2024.
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Adjusted EBITDA (Non-GAAP Financial Measure)
A reconciliation of net loss to Adjusted EBITDA, which is a non-GAAP measure, is set forth below (in thousands):
Year Ended December 31,
2025
2024
Net loss
$
(230,762)
$
(259,622)
Add:
Amortization
27,951
27,531
Depreciation
23,558
20,852
Interest expense
26,992
47,700
Interest income
(11,436)
(27,403)
Income tax benefit
(4,212)
(1,860)
EBITDA
(167,909)
(192,802)
Acquisition contingent consideration (1)
200
(2,003)
Acquisition integration costs (2)
3,104
5,559
Stock-based compensation (3)
30,174
49,415
Merger and acquisition related expenses (4)
1,270
1,728
Loss on extinguishment of debt (5)
—
3,187
Acquisition related tax adjustment (6)
4,082
2,306
Tax Receivable Agreement liability adjustment (7)
—
40
Executive leadership transition costs (8)
2,024
—
Impairment of goodwill and long-lived assets (9)
68,709
166,151
Property and equipment impairment (10)
1,216
—
Restructuring costs (11)
22,064
11
Other (12)
3,876
2,330
Adjusted EBITDA
$
(31,190)
$
35,922
____________________
(1)Refers to the change in the estimated fair value of contingent consideration related to completed acquisitions.
(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, LLC (“MyChem”) and Alphazyme, LLC (“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 continued 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) continued to be employed by TriLink BioTechnologies. The Company recognized compensation expense related to these payments in the post-acquisition period ratably over the service period. Retention payment expenses were $2.7 million (Alphazyme) and $5.2 million (MyChem $1.8 million; Alphazyme $3.4 million) for the years ended December 31, 2025 and 2024, respectively. Retention expenses for MyChem concluded in the first quarter of 2024, and following the payments in the first quarter of 2024, there are no further retention expenses payable for MyChem. Retention expenses for Alphazyme concluded in the fourth quarter of 2025, and following the payments in the fourth quarter of 2025, there are no further retention expenses payable for Alphazyme. There are no further cash-based retention payments planned, other than those disclosed above, for acquisitions completed as of December 31, 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 the non-cash loss incurred on partial extinguishment of debt primarily associated with the voluntary prepayment on the Term Loan.
(6)Refers to non-cash expense associated with adjustments to the carrying value of the indemnification asset recorded in connection with the acquisition of MyChem.
(7)Refers to the adjustment of the Tax Receivable Agreement liability primarily due to changes in our estimated state apportionment and the corresponding change of our estimated state tax rate.
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(8)Refers to costs associated with the Executive Leadership Transition that occurred in June 2025, including severance and legal costs. For the year ended December 31, 2025, stock-based compensation benefit of $3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included in the stock-based compensation line item.
(9)Refers to the goodwill and intangible asset impairment recorded for our TriLink segment.
(10)Refers to non-cash charges to write-down surplus laboratory equipment to estimated fair value, less costs to sell.
(11)Refers to restructuring costs associated with the 2025 Corporate Realignment Plan and 2023 Cost Realignment Plan. For the years ended December 31, 2025, 2024 and 2023, stock-based compensation benefit of $2.5 million, $1.2 million, and $0.1 million, respectively, related to forfeited stock awards in connection with restructuring actions is included on the stock-based compensation line item. For the year ended December 31, 2025, inventory impairment of $1.7 million recorded within cost of revenue on the consolidated statements of operations is included in the restructuring costs line item.
(12)For the year ended December 31, 2025, refers to severance payments of $1.3 million, inventory step-up charges in connection with the acquisition of Alphazyme of $1.5 million, legal costs of $0.8 million, and other non-recurring costs that are deemed to be outside of the ordinary course of business. For the year ended December 31, 2024, refers to the loss on abandoned projects of $0.7 million, severance payments of $0.2 million, inventory step-up charges and certain other adjustments in connection with the acquisition of Alphazyme of $0.8 million, and other non-recurring costs that are deemed to be outside of the ordinary course of business.
Relationship with GTCR, LLC
As of December 31, 2025, investment entities affiliated with GTCR, LLC (“GTCR”) collectively controlled approximately 51% of the voting power of our common stock, which enables GTCR to control the vote of all matters submitted to a vote of our shareholders and to control the election of members of our Board of Directors and all other corporate decisions.
We made cash distributions of $0.5 million during the year ended December 31, 2024 for tax liabilities to MLSH 1, which is controlled by investment entities affiliated with GTCR and is the only holder of LLC Units other than us and our wholly owned subsidiaries. We did not make any such cash distributions during the year ended December 31, 2025.
We are also a party to the TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 14 to our consolidated financial statements). 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 December 31, 2025, there was no current liability outstanding under the TRA.
As of December 31, 2023, the Company had derecognized the remaining non-current liability under the TRA after concluding it was not probable that the Company will be able to realize the remaining tax benefits based on estimates of future taxable income. There have been no changes to our position as of December 31, 2025 and 2024. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the remaining TRA liability may be considered probable at that time and recorded on the consolidated balance sheet and within earnings.
We did not make any payments to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2025. We made payments of $7.3 million to MLSH 1 and MLSH 2 pursuant to the TRA during the year ended December 31, 2024, of which $0.2 million is related to interest. This determination was based on our taxable income for the year ended December 31, 2023.
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.
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As of December 31, 2025, we had cash and cash equivalents of $216.9 million and retained earnings of $10.1 million.
We have historically relied on revenue derived from product and services sales, and proceeds from equity and debt financings to fund our operations.
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 primarily to fund our commercial and marketing activities associated with our products and services, and continued research and development initiatives. We believe our cash on hand and continued access to our credit facilities, will be sufficient to satisfy our cash requirements over the next 12 months and beyond.
We expect to make cash payments of approximately $2.2 million using existing cash on hand, primarily through the first half of 2026, for restructuring costs associated with the 2025 Corporate Realignment Plan.
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. We expect to fund these payments, if any, 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, 2025.
During the years ended December 31, 2025 and 2024, we determined that making a payment under the non-current portion of the TRA was not probable under Accounting Standards Codification 450 - Contingencies since a valuation allowance has been recorded against our deferred tax assets, and we do not believe we will generate sufficient future taxable income to utilize related tax benefits and result in a payment under the TRA. If we had determined that making a payment under the TRA and generating sufficient future taxable income was probable, we would have also recorded a liability pursuant to the TRA, net of current portion, of approximately $706.2 million in the consolidated balance sheet. Future payments in respect of subsequent exchanges or financings and tax attributes relating to the purchase by the Company of LLC Units from MLSH 1 would be in addition to this amount and may be substantial. 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.
As a result of a change of control, material breach, or our election to terminate the TRA early, we could be required to make certain and immediate cash payments to MLSH 1 and MLSH 2. 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 year ended December 31, 2025. We made cash distributions of $0.5 million during the year ended December 31, 2024 for tax liabilities to MLSH 1 under the LLC Operating Agreement.
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.
There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2025.
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 Term Loan includes prepayment provisions that allow the Company, at our option, to repay all or a portion of the outstanding principal at any time. In December 2024, the Company voluntarily pre-paid, using cash on hand, $228.0 million of aggregate principal amount of the Term Loan. There were no prepayment penalties associated with this prepayment of principal.
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
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acquisitions or other investments and make changes to the nature of the business. Additionally, the Credit Agreement requires us to maintain a certain net leverage ratio if the outstanding debt balance on the Revolving Credit Facility exceeds 35.0% of the aggregate amount of available credit of $167.0 million, or $58.5 million. The Company was in compliance with these covenants as of December 31, 2025.
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 December 31, 2025, we did not have a current liability under the TRA. This determination was based on our estimate of taxable income for the year ended December 31, 2024. We 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 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.
Cash Flows
The following table summarizes our cash flows for the periods presented (in thousands):
Year Ended December 31,
2025
2024
Net cash provided by (used in):
Operating activities
$
(57,573)
$
7,465
Investing activities
(31,405)
(24,316)
Financing activities
(16,499)
(235,712)
Effects of exchange rate changes on cash
(32)
—
Net decrease in cash and cash equivalents
$
(105,509)
$
(252,563)
Operating Activities
Net cash used in operating activities for the year ended December 31, 2025 was $57.6 million, which was primarily attributable to a net loss of $230.8 million and a net cash outflow from the change in our operating assets and liabilities of $8.0 million. These were partially offset by non-cash impairment of $84.6 million, non-cash depreciation and amortization of $51.5 million, non-cash stock-based compensation of $30.2 million, non-cash amortization of operating lease right-of-use assets of $9.0 million, non-cash acquisition related tax adjustment of $4.1 million, and non-cash amortization of deferred financing costs of $1.7 million.
Investing Activities
Net cash used in investing activities for the year ended December 31, 2025 was $31.4 million, which was primarily comprised of cash outflows of $13.1 million for property and equipment purchases, offset by proceeds from government assistance allocated to property and equipment of $0.7 million, net cash consideration paid for the acquisition of assets from Molecular of $8.9 million and acquisition of Officinae of $10.1 million.
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Financing Activities
Net cash used in financing activities for the year ended December 31, 2025 was $16.5 million, which was primarily attributable to $5.4 million of principal repayments of long-term debt, $4.9 million of tax payments related to shares withheld under employee equity plans, net of proceeds from the issuance of shares of our Class A common stock, $4.8 million paid to the sellers of Officinae for the Milestone Consideration, the $2.0 million holdback amount paid to the Molecular sellers, and $0.8 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
Effective December 31, 2025, we refined our definition of capital expenditures to include: (i) purchases of property and equipment which are included in cash flows from investing activities, offset by government funding received; (ii) the change in property and equipment included in accounts payable and accrued expenses and (iii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, offset by government funding received. Capital expenditures for the year ended December 31, 2025 totaled $13.5 million, which is net of government funding of $0.7 million. Capital expenditures for the year ending December 31, 2026 are projected to be in the range of $4.0 million to $6.0 million.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations and commitments as of December 31, 2025 (in thousands):
Payments due by period
Total
1 year
2 - 3 years
4 - 5 years
5+ years
Operating leases (1)
$
46,887
$
10,474
$
18,138
$
14,735
$
3,540
Finance leases (2)
27,763
3,530
7,380
7,830
9,023
Debt obligations (3)
294,240
5,440
288,800
—
—
Other (4)
1,897
1,504
178
178
37
Total
$
370,787
$
20,948
$
314,496
$
22,743
$
12,600
_______________
(1)Represents operating lease payment obligations, excluding any renewal options we are reasonably certain to execute and have recognized as lease liabilities. See Note 8 to our consolidated financial statements for additional information.
(2)Represents finance lease payment obligations, excluding any renewal options we are reasonably certain to execute and have recognized as lease liabilities. See Note 8 to our consolidated financial statements for additional information.
(3)Represents long-term debt principal maturities, excluding interest and unamortized debt issuance costs. See Note 10 to our consolidated financial statements for additional information.
(4)Represents firm purchase commitments to our suppliers.
Cash distributions for owner tax liabilities are required under the terms of the LLC Operating Agreement. See Note 14 to our consolidated financial statements for additional information regarding tax distributions.
Critical Accounting Estimates
We have prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures in the consolidated financial statements. 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.
Our significant accounting policies are described in more detail in Note 1 to our consolidated financial statements. We believe the following discussion addresses our most critical accounting estimates used in the preparation of our consolidated financial statements, which require subjective and complex judgments.
Goodwill
In connection with preparing our financial statements for the first and second quarters of 2025, we performed quantitative impairment tests on the TriLink BioTechnologies and Alphazyme reporting units, respectively, in response to impairment
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indicators identified during the respective periods. We performed the impairment tests using a combination of the income and the market approach to determine whether the fair value of the reporting units were less than their respective carrying values. The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information. The significant assumptions in the discounted cash flow models included, but are not limited to, discount rates, revenue projections and EBITDA margins. These assumptions were developed in light of then-current market conditions and future expectations which included, but were not limited to, new product and service developments, impact of competition and future economic conditions. The results of the quantitative analysis indicated that the fair value of the reporting units did not exceed their respective carrying values, and as a result, we recorded goodwill impairment of $12.4 million and $30.4 million, during the first and second quarters of 2025, respectively.
Recoverability and Impairment of Long-Lived Assets
In connection with preparing our financial statements for the year ended December 31, 2025, we evaluated the recoverability of our long-lived assets (including finite-lived intangible assets) in response to impairment indicators identified during our forecast process. As such, we performed a recoverability test for our Alphazyme asset group, which indicated that the carrying value exceeded the recoverable amount, requiring us to determine the fair value of the asset group using a weighted discounted cash flow and market approach model. The significant assumptions in the discounted cash flow model included, but are not limited to, discount rate, revenue projections, and EBITDA margins. Based on the results of the valuation, the Company recorded an impairment to intangible assets within the asset group of $25.8 million on the consolidated statements of operations.
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. Determining the fair value of intangible assets acquired requires management to use significant judgment and estimates.
We generally utilize a discounted cash flow method under the income approach to estimate the fair value of identifiable intangible assets acquired in a business combination. 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
See Note 1 to our consolidated financial statements for a discussion of recent accounting standards and pronouncements.