REPLIGEN CORP

The matters discussed in this Quarterly Report on Form 10-Q include forward-looking statements that involve risks or uncertainties. These statements are neither promises nor guarantees, but are based on various assumptions by management regarding future circumstances, over many of which Repligen has little or no control. A number of important risks and uncertainties, including those identified under the caption “Risk Factors” in Part I, Item 1A of our Form 10-K for the period ended December 31, 2025, and in subsequent filings, could cause our actual results to differ materially from those in the forward-looking statements. The information presented below supplements the risks and uncertainties identified under the caption “Risk Factors” in Part I, Item 1A of our Form 10-K for the period ended December 31, 2025.

We may be unable to successfully and efficiently integrate BioLife’s business into the Repligen enterprise, which could adversely affect our business, financial condition and results of operations.

Our ability to realize the anticipated benefits of the acquisition of BioLife depends on the successful and efficient integration of BioLife’s business into our existing business. The integration process may require significant management attention and resources and could result in unforeseen difficulties, delays or costs. We may also be unable to retain key employees or realize the anticipated cost savings or synergies from the acquisition. Such integration efforts, whether successful or not, could divert BioLife and Repligen management’s attention from ongoing business operations and other opportunities and could give rise to adverse reactions or changes to business or employee relationships. If we are unable to successfully integrate BioLife’s operations and realize the anticipated benefits of the acquisition, our business, financial condition and results of operations could be materially adversely affected.

Our assumptions around the size and trajectory of the cell therapy market and BioLife’s market position may prove to be incorrect, which, along with other risks and uncertainties related to the BioLife transaction, could materially and adversely affect our business and financial results.

Other risks and uncertainties related to the BioLife transaction that could materially and adversely affect our business and financial results include the risk that the parties have overestimated the size or trajectory of the cell therapy market and BioLife’s market position, as well as the possibility that the anticipated financial impact and revenue growth of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where we and BioLife do business; the outcome of any legal proceedings that may be instituted against us or BioLife in connection with the transaction or otherwise; and the potential for increased regulatory scrutiny and the impact on the clinical pipeline, global approvals and expanded indications.