MARAVAI LIFESCIENCES HOLDINGS, INC.

Previous wording

We have and will continue to build a transformative life sciences products company by acquiring businesses and accelerating their growth through capital infusions and industry expertise. 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 gene and cell 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.

Current wording

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.

Previous wording

As of March 31, 2025, we employed a team of over 580 full-time employees, approximately 29% of whom have advanced degrees.

Current wording

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

Previous wording

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 62.5% and 52.0% for the three months ended March 31, 2025 and 2024, respectively.

Current wording

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.

Previous wording

We generated revenue of $46.9 million and $64.2 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

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.

Previous wording

Total revenue by segment was $28.8 million in Nucleic Acid Production and $18.1 million in Biologics Safety Testing for the three months ended March 31, 2025, compared to $46.0 million and $18.2 million, respectively, for the three months ended March 31, 2024. Revenue for the three months ended March 31, 2024, included $8.9 million in sales for high-volume CleanCap for commercialized vaccine programs that did not recur in the three months ended March 31, 2025.

Current wording

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.

Previous wording

We focus a substantial portion of our resources 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 gene and cell therapy companies as well as academic and research scientists. We also intend to continue making investments in our overall infrastructure and business segments to support our growth. We incurred aggregate selling, general and administrative expenses of $39.6 million and $40.9 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

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.

Previous wording

Our research and development efforts are geared towards meeting our customers’ needs. We incurred research and development expenses of $4.9 million and $5.0 million for the three months ended March 31, 2025 and 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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

Historically, 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 13.9% and 25.4% of our total revenues for the three months ended March 31, 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 months ended March 31, 2025, and currently, we do not expect to receive any such orders during the remainder of 2025, which will have the effect of significantly decreasing our revenue, profitability and cash flows in 2025.

Current wording

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.

Previous wording

Our businesses also continue to experience headwinds from a general contraction in economic activity in Asia, especially in China, and current 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 and 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.

Current wording

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.

Previous wording

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

Current wording

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:

Previous wording

Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $46.9 million and $64.2 million for the three months ended March 31, 2025 and 2024, respectively, through the following segments: (i) Nucleic Acid Production and (ii) Biologics Safety Testing.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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 months ended March 31, 2025 and 2024.

Current wording

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.

Previous wording

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 months ended March 31, 2025, we recorded goodwill impairment of $12.4 million for the TriLink 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.

Current wording

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.

Previous wording

For the three months ended March 31, 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”).

Current wording

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”).

Previous wording

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 March 31, 2025, we held approximately 56.5% of the outstanding LLC Units, and MLSH 1 held approximately 43.5% of the outstanding LLC Units.

Current wording

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.

Previous wording

Nucleic Acid Production revenue decreased from $46.0 million for the three months ended March 31, 2024 to $28.8 million for the three months ended March 31, 2025, representing a decrease of $17.3 million, or 37.5%. The decrease in Nucleic Acid Production revenue was primarily driven by lack of demand for high-volume CleanCap for commercial phase vaccine programs and lower demand for research and discovery products.

Current wording

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.

Previous wording

Gross profit margin decreased by 23.8% from 40.3% for the three months ended March 31, 2024 to 16.5% for the three months ended March 31, 2025. The decrease in gross profit margin as a percentage of sales was primarily attributable to higher fixed facility costs and depreciation expense as a percentage of sales.

Current wording

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.

Previous wording

Selling, general and administrative expenses decreased by $1.3 million from $40.9 million for the three months ended March 31, 2024 to $39.6 million for the three months ended March 31, 2025, or 3.2%. The decrease was primarily driven by a decrease of $2.4 million in stock-based compensation expense, partially offset by an increase of $1.2 million in professional service fees mainly driven by increased legal and consulting services.

Current wording

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.

Previous wording

During the three months ended March 31, 2025, we recorded goodwill impairment of $12.4 million for the TriLink 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.

Current wording

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.

Previous wording

For the three months ended March 31, 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.

Current wording

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.

Previous wording

Other expense was $3.5 million for each of the three months ended March 31, 2025 and 2024. The $4.1 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 $4.0 million decrease in interest income earned on our short-term investments in money market funds, which were used for the voluntary prepayment.

Current wording

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.

Previous wording

As of March 31, 2025, all of our long-lived assets were located within the United States.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

(3)For the three months ended March 31, 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.

Current wording

(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.

Previous wording

There was no intersegment revenue during the three months ended March 31, 2025 and 2024. Any intersegment revenue and the related gross margin on inventory recorded at the end of the period are eliminated for consolidation purposes. Internal selling prices for intersegment sales are consistent with the segment’s normal retail price offered to external parties. There was no commission expense recognized for intersegment revenue for the three months ended March 31, 2025 and 2024.

Current wording

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

Previous wording

(1)Refers to incremental costs incurred to execute and integrate completed acquisitions, including retention payments related to integration that were negotiated specifically at the time of, the Company’s acquisition of 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 $0.7 million (Alphazyme) and $2.4 million (MyChem $1.8 million; Alphazyme $0.6 million) for the three months ended March 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. The remaining retention accrual for Alphazyme is $2.3 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 March 31, 2025.

Current wording

(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.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

(6)Refers to restructuring costs (benefit) associated with the Cost Realignment Plan, which was implemented in November 2023. For the three months ended March 31, 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.

Current wording

(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.

Previous wording

(7)For the three months ended March 31, 2025, refers to severance payments, inventory step-up charges in connection with the acquisition of Alphazyme, and other non-recurring costs that are deemed to be outside of the ordinary course of business. For the three months ended March 31, 2024, refers to 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.

Current wording

(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.

Previous wording

We did not make any cash distributions during the three months ended March 31, 2025 and 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.

Current wording

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.

Previous wording

As of March 31, 2025, we had cash and cash equivalents of $285.1 million and retained earnings of $110.9 million.

Current wording

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

Previous wording

We plan to utilize our existing cash on hand, together with cash generated from operations, primarily to fund our commercial and marketing activities associated with our products and services, continued research and development initiatives, and ongoing investments into our manufacturing facilities to create efficiencies and build capacity. 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.

Current wording

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.

Previous wording

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 months ended March 31, 2025 and 2024.

Current wording

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.

Previous wording

As of March 31, 2025, the effective interest rate on the Term Loan was 7.29% per annum. There were no outstanding borrowings under the Revolving Credit Facility as of March 31, 2025.

Current wording

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.