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MARAVAI LIFESCIENCES HOLDINGS, INC.

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 11, 2025

MRVI$8.02+6.6%Stored close · as of Nov 9, 2026

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Forward-Looking Statements

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report, including, without limitation, statements under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements often may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of the timing or nature of our future operating or financial performance or other events. All forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results to differ materially from those that we expected, including:

The level of our customers’ spending on and demand for outsourced nucleic acid production and biologics safety testing products and services.

The risk that we do not realize the expected operational or financial benefits from our organizational changes.

Our operating results are prone to significant fluctuation, which may make our future operating results difficult to predict and could cause our actual operating results to fall below expectations or any guidance we may provide.

Uncertainty regarding the extent and duration of our revenue associated with high-volume sales of CleanCap® for commercial phase vaccine programs and the dependency of such revenue, in important respects, on factors outside our control.

Shifts in the trade, economic and other policies and priorities of the U.S. federal government, on our and our customers’ current and future business operations.

Our ability to attract, retain and motivate a highly skilled workforce, including qualified key personnel.

Use of our products by customers in the production of vaccines and therapies, some of which represent relatively new and still-developing modes of treatment, and the impact of unforeseen adverse events, negative clinical outcomes, development of alternative therapies, or increased regulatory scrutiny of these modes of treatment and their financial cost on our customers’ use of our products and services.

Competition with life science, pharmaceutical and biotechnology companies who are substantially larger than us and potentially capable of developing new approaches that could make our products, services and technology obsolete.

The potential failure of our products and services to perform as expected and the reliability of the technology on which our products and services are based.

The risk that our products do not comply with required quality standards.

Market acceptance of our life science reagents.

Our ability to efficiently manage our strategic acquisitions and organic growth opportunities.

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

Risks related to our acquisitions, including integration and whether we achieve the anticipated benefits of acquisitions of businesses or technologies.

Product liability lawsuits.

Our dependency on a limited number of customers for a high percentage of our revenue and our ability to maintain our current relationships with such customers.

Our reliance on a limited number of suppliers or, in some cases, sole suppliers, for some of our raw materials and the risk that we may not be able to find replacements or immediately transition to alternative suppliers.

The risk that our products become subject to more onerous regulation by the U.S. Food and Drug Administration or other regulatory agencies in the future.

Our ability to obtain, maintain and enforce sufficient intellectual property protection for our current or future products.

The risk that a future cyber-attack or security breach cannot be prevented.

Our ability to protect the confidentiality of our proprietary information.

The risk that one of our products may be alleged (or found) to infringe on the intellectual property rights of third parties.

Compliance with our obligations under intellectual property license agreements.

Our or our licensors’ failure to maintain the patents or patent applications in-licensed from a third party.

Our ability to adequately protect our intellectual property and proprietary rights throughout the world.

Our existing level of indebtedness and our ability to raise additional capital on favorable terms.

Our ability to generate sufficient cash flow to service all of our indebtedness.

Our potential failure to meet our debt service obligations.

Restrictions on our current and future operations under the terms applicable to our credit agreement.

Our dependence, by virtue of our principal asset being our interest in Maravai Topco Holdings, LLC (“Topco LLC”), on distributions from Topco LLC to pay our taxes and expenses, including payments under a tax receivable agreement with the former owners of Topco LLC (the “Tax Receivable Agreement” or “TRA”) together with various limitations and restrictions that impact Topco LLC’s ability to make such distributions.

The risk that conflicts of interest could arise between our shareholders and Maravai Life Sciences Holdings, LLC (“MLSH 1”), the only other member of Topco LLC, and impede business decisions that could benefit our shareholders.

The substantial future cash payments we may be required to make under the Tax Receivable Agreement to MLSH 1 and Maravai Life Sciences Holdings 2, LLC (“MLSH 2”), an entity through which certain of our former owners hold their interests in the Company and the negative effect of such payments.

The fact that our organizational structure, including the TRA, confers certain benefits upon MLSH 1 and MLSH 2 that will not benefit our other common shareholders to the same extent as they will benefit MLSH 1 and MLSH 2.

Our ability to realize all or a portion of the tax benefits that are expected to result from the tax attributes covered by the Tax Receivable Agreement.

The possibility that we will receive distributions from Topco LLC significantly in excess of our tax liabilities and obligations to make to make payments under the Tax Receivable Agreement.

Factors that could lead to future impairment of our goodwill and other amortizable intangible assets.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns.

Risks and uncertainty related to the restatement of our previously issued financial statements.

Our ability to remediate the material weaknesses in our internal control over financial reporting in a timely manner.

Our ability to design and maintain effective internal control over financial reporting in the future.

The fact that investment entities affiliated with GTCR, LLC (“GTCR”) currently control a majority of the voting power of our outstanding common stock, and it may have interests that conflict with ours or yours in the future.

Risks related to our “controlled company” status within the meaning of the corporate governance standards of NASDAQ.

The potential anti-takeover effects of certain provisions in our corporate organizational documents.

Potential sales of a significant portion of our outstanding shares of Class A common stock.

Potential preferred stock issuances and the anti-takeover impacts of any such issuances.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause our actual results to differ materially from our expectations or cautionary statements are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in this Quarterly Report on Form 10-Q.

The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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