MARAVAI LIFESCIENCES HOLDINGS, INC.

Previous wording

We are a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, novel vaccines and support research on human diseases. Our customers include the top global biopharmaceutical companies ranked by research and development expenditures according to industry consultants, and many other emerging biopharmaceutical and life sciences research companies, as well as leading academic research institutions andin vitro diagnostics companies. Our products address the key phases of biopharmaceutical development and include complex nucleic acids for diagnostic and therapeutic applications, and antibody-based products to detect impurities during the production of biopharmaceutical products.

Current wording

We are a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, novel vaccines and support research on human diseases. Our customers include the top global biopharmaceutical companies ranked by research and development expenditures according to industry experts, and many other emerging biopharmaceutical and life sciences research companies, as well as leading academic research institutions andin vitro diagnostics companies. Our products address the key phases of biopharmaceutical development and include complex nucleic acids for diagnostic and therapeutic applications, and immunoassay, qPCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products.

Previous wording

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

Current wording

As of September 30, 2025, we employed a team of over 550 full-time employees, approximately 29% of whom have advanced degrees. As of November 4, 2025, following the substantial completion of a reduction in force (as described under “2025 Corporate Realignment Plan” below), we had approximately 440 employees, approximately 26% 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 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.

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 60.1% and 62.5% for the three and nine months ended September 30, 2025, respectively. The percentage of our total revenue derived from customers in North America was 50.2% and 49.5% for the three and nine months ended September 30, 2024, respectively.

Previous 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.

Current wording

We generated revenue of $41.6 million and $135.9 million for the three and nine months ended September 30, 2025, respectively, and $69.0 million and $202.6 million for the three and nine months ended September 30, 2024, respectively.

Previous 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.

Current wording

Total revenue by segment was $25.4 million in Nucleic Acid Production and $16.3 million in Biologics Safety Testing for the three months ended September 30, 2025, compared to $53.8 million and $15.2 million, respectively, for the three months ended September 30, 2024. Revenue for the three months ended September 30, 2024, included $18.2 million in sales for high-volume CleanCap for commercialized vaccine programs that did not recur in the three months ended September 30, 2025.

Previous wording

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

Current wording

Total revenue by segment was $85.2 million in Nucleic Acid Production and $50.7 million in Biologics Safety Testing for the nine months ended September 30, 2025, compared to $154.4 million and $48.2 million, respectively, for the nine months ended September 30, 2024. Revenue for the nine months ended September 30, 2024, included $51.6 million in sales for high-volume CleanCap for commercialized vaccine programs that did not recur in the nine months ended September 30, 2025.

Previous 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.

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 $35.4 million and $113.5 million for the three and nine months ended September 30, 2025, respectively, and $39.1 million and $120.5 million for the three and nine months ended September 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 $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.

Current wording

Our research and development efforts are geared towards meeting our customers’ needs. We incurred research and development expenses of $3.8 million and $13.6 million for the three and nine months ended September 30, 2025, respectively, and $4.7 million and $14.7 million for the three and nine months ended September 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

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

Current wording

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”).

Previous wording

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

Current wording

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 planned 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.

Previous wording

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

Current wording

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

Previous 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.

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 26.4%, 25.5% and 25.4% of our total revenues for the three months ended September 30, 2024, nine months ended September 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 nine months ended September 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 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.

Current wording

Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $41.6 million and $135.9 million for the three and nine months ended September 30, 2025, respectively, and $69.0 million and $202.6 million for the three and nine months ended September 30, 2024, respectively, through the following segments: (i) Nucleic Acid Production and (ii) Biologics Safety Testing.

Previous wording

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

Current wording

Our Nucleic Acid Production segment focuses on the manufacturing and sale of highly modified nucleic acids products to support the needs of customers’ research, therapeutic and vaccine programs. This segment also provides research products for oligonucleotide synthesis, modification, labeling and purification.

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 and six months ended June 30, 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 nine months ended September 30, 2025 and 2024.

Previous wording

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

Current wording

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.

Previous wording

We expect our research and development costs will decrease in future periods, as a result of the implementation of our Corporate Realignment Plan.

Current wording

We expect our research and development costs will decrease in future periods, as a result of the implementation of the 2025 Corporate Realignment Plan.

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 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.

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.

Previous wording

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

Current wording

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

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 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.

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 September 30, 2025, we held approximately 56.7% of the outstanding LLC Units, and MLSH 1 held approximately 43.3% of the outstanding LLC Units.

Previous wording

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

Current wording

Nucleic Acid Production revenue decreased from $53.8 million for the three months ended September 30, 2024 to $25.4 million for the three months ended September 30, 2025, representing a decrease of $28.5 million, or 52.9%. The decrease in Nucleic Acid Production revenue was primarily driven by a lack of high-volume CleanCap orders for commercial phase vaccine programs. Excluding revenue from high-volume CleanCap, revenue was down 28.8% year-over-year due to large GMP orders in the third quarter of 2024 not recurring in the third quarter of 2025, and lower discovery revenue driven by a softer research and development funding and purchasing environment.

Previous wording

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

Current wording

Biologics Safety Testing revenue increased from $15.2 million for the three months ended September 30, 2024 to $16.3 million for the three months ended September 30, 2025, representing an increase of $1.1 million, or 7.2%. The increase in Biologics Safety Testing revenue was driven by strength in nearly all product lines.

Previous 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.

Current wording

Nucleic Acid Production revenue decreased from $154.4 million for the nine months ended September 30, 2024 to $85.2 million for the nine months ended September 30, 2025, representing a decrease of $69.3 million, or 44.8%. The decrease in Nucleic Acid Production revenue was primarily driven by a lack of high-volume CleanCap orders for commercial phase vaccine programs. Excluding revenue from high-volume CleanCap, revenue was down 17.2% year-over-year due to lower demand for discovery and GMP consumable products.

Previous wording

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

Current wording

Biologics Safety Testing revenue increased from $48.2 million for the nine months ended September 30, 2024 to $50.7 million for the nine months ended September 30, 2025, representing an increase of $2.5 million, or 5.2%. The increase in Biologics Safety Testing revenue was primarily driven by strength in HCP qualification services and increased demand for MockV viral clearance kits.

Previous 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.

Current wording

Gross profit margin decreased by 3,310 basis points from 46.7% for the three months ended September 30, 2024 to 13.6% for the three months ended September 30, 2025. The decrease in gross profit margin as a percentage of sales was primarily attributable to higher fixed facility costs, supplies and materials, and depreciation expense as a percentage of sales.

Previous wording

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

Current wording

Cost of revenue increased by $1.0 million from $113.7 million for the nine months ended September 30, 2024 to $114.7 million for the nine months ended September 30, 2025, or 0.9%. The increase was primarily driven by a $2.9 million increase in facility costs and a $2.6 million increase in excess and obsolete inventory reserve for excess raw materials and yield losses. These were partially offset by a decrease of $2.3 million in stock-based compensation expense and a decrease of $2.0 million in professional service fees.

Previous wording

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

Current wording

Gross profit margin decreased by 2,830 basis points from 43.9% for the nine months ended September 30, 2024 to 15.6% for the nine months ended September 30, 2025. The decrease in gross profit margin as a percentage of sales was primarily attributable to the increase in excess and obsolete inventory reserve, higher fixed facility costs, and depreciation expense as a percentage of sales.

Previous wording

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

Current wording

Comparison of Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

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

Current wording

The change in estimated fair value of contingent consideration was $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively, due to slight increases in estimated fair value of the liability for the contingent payment associated with the acquisition of Officinae.

Previous 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.

Current wording

During the three months ended September 30, 2024, we recorded goodwill impairment of $154.2 million for the TriLink reporting unit within our Nucleic Acid Production segment. During the three months ended September 30, 2025, no goodwill impairment was recorded.

Previous wording

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

Current wording

During the nine months ended September 30, 2025, we recorded total goodwill impairment of $42.9 million for the TriLink and Alphazyme reporting units within our Nucleic Acid Production segment. During the nine months ended September 30, 2024, we recorded goodwill impairment of $154.2 million for the TriLink reporting unit within our Nucleic Acid Production segment.

Previous 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”).

Current wording

Restructuring costs (benefit) for the three and nine months ended September 30, 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.

Previous 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.

Current wording

Other expense was $6.5 million for the three months ended September 30, 2024 compared to $4.1 million for the three months ended September 30, 2025, representing a decrease of $2.4 million, or 36.9%. The $6.8 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 $4.3 million decrease in interest income earned on our short-term investments in money market funds, which were used for the voluntary prepayment.

Previous wording

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

Current wording

Other expense was $17.5 million for the nine months ended September 30, 2024 compared to $15.5 million for the nine months ended September 30, 2025, representing a decrease of $2.0 million, or 11.4%. The $16.0 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 $12.3 million decrease in interest income earned on our short-term investments in money market funds, which were used for the voluntary prepayment. The decrease was also partially offset by $1.7 million relating to adjustments to the indemnification asset recorded in connection with the acquisition of MyChem.

Previous wording

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.

Current wording

We do not allocate assets to our reportable segments as they are not included in the review performed by our CODM for purposes of assessing segment performance and allocating resources.

Previous wording

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

Current wording

(3)For the nine months ended September 30, 2025, stock-based compensation benefit of $3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included in the stock-based compensation line item. For the three months ended September 30, 2025, there was no such stock-based compensation benefit amount.

Previous 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.

Current wording

(4)For the three and nine months ended September 30, 2025, stock-based compensation expense of $0.5 million related to forfeited stock awards in connection with the 2025 Corporate Realignment Plan is included in the stock-based compensation line item. For the three months ended September 30, 2024, there was an immaterial amount of stock-based compensation expense in connection with the 2023 Cost Realignment Plan included in the stock based-compensation line item. For the nine months ended September 30, 2024, stock-based compensation benefit of $1.2 million related to forfeited stock awards in connection with the 2023 Cost Realignment Plan is included in the stock-based compensation line item.

Previous wording

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

Current wording

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

Previous 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.

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 $0.7 million (Alphazyme) and $2.2 million (Alphazyme) for the three and nine months ended September 30, 2025, respectively. Retention payment expenses were $0.8 million (Alphazyme) and $4.3 million (MyChem $1.8 million; Alphazyme $2.5 million) for the three and nine months ended September 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 $0.7 million, expected to be accrued 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 September 30, 2025.

Previous wording

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

Current wording

(6)Refers to costs associated with the Executive Leadership Transition that occurred in June 2025, including severance and legal costs. For the nine months ended September 30, 2025, stock-based compensation benefit of $3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included in the stock-based compensation line item. For the three months ended September 30, 2025, there was no such stock-based compensation benefit amount.