MARAVAI LIFESCIENCES HOLDINGS, INC.

Previous wording

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.” We were incorporated in August 2020 and, pursuant to the organizational transactions described in Note 1 to our consolidated financial statements, became a holding company whose principal asset is a controlling equity interest in Topco LLC. As the sole managing member of Topco LLC, we operate and control the business and affairs of Topco LLC and its subsidiaries. Accordingly, we consolidate Topco LLC in our consolidated financial statements and report a non-controlling interest related to the portion of Topco LLC not owned by us. Because the organizational transactions were considered transactions between entities under common control, the consolidated financial statements for periods prior to the organizational transactions and the initial public offering have been adjusted to combine the previously separate entities for presentation purposes. 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.

Current wording

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.

Previous wording

Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs. Our customers also include a range of government, academic and biotechnology institutions.

Current wording

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.

Previous wording

As of December 31, 2024, we employed a team of over 570 full-time employees, approximately 28%of whom have advanced degrees.

Current wording

As of December 31, 2025, we employed a team of over 435 full-time 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 49.0% and 48.8% for the years ended December 31, 2024 and 2023, respectively.

Current wording

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.

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 $161.8 million and $151.4 million for the years ended December 31, 2024 and 2023, respectively.

Current wording

We continue to focus resources on supporting our core business segments while pursuing opportunities to expand our customer base domestically and internationally.

Previous wording

Our research and development efforts are geared towards meeting our customers’ needs. We incurred research and development expenses of $19.2 million and $17.3 million for the years ended December 31, 2024 and 2023, 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 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.

Previous wording

In January 2025, we acquired assets and intellectual property from Molecular Assemblies, expanding TriLink’s ability to enable customers to develop next-generation mRNA and clustered regularly interspaced short palindromic repeats nucleic acid-based therapies. The total consideration for this acquisition was a purchase price of $11.5 million, subject to customary post-closing adjustments.

Current wording

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.

Previous wording

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. The total consideration to acquire Officinae consisted of a base cash provisional purchase price of $10.0 million, subject to customary post-closing adjustments, and potential contingent consideration payments of up to $35.0 million, with $5.0 million of such contingent consideration payable in cash upon the achievement of a certain milestone and up to an additional $30.0 million payable in a mix of cash and shares of our Class A common stock upon the achievement of certain milestones.

Current wording

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.

Previous wording

In connection with preparing our financial statements for the third quarter of 2024, we tested our reporting units for potential goodwill impairment in response to impairment indicators identified during our forecasting process. We revised our long-term forecast to reflect lower projected near-term revenues due to lower demand in research and discovery products within our Nucleic Acid Production business. This revision also considered the slower than expected transition to new mRNA clinical trials as customers prioritize existing programs and more conservatively invest in new programs as the results of continued macroeconomic pressures. As such, we performed a quantitative goodwill impairment test on each of our four reporting units and as a result, we concluded that the TriLink reporting unit, which is contained in the Nucleic Acid Production segment, had a carrying value that exceeded its estimated fair value. As a result, we recorded goodwill impairment of $154.2 million on the consolidated statements of operations, which was the entire goodwill balance at the TriLink reporting unit. No impairment was recorded for any of our remaining three reporting units.

Current wording

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 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.

Previous wording

Our results of operations and cash flows substantially benefit from high-volume sales of our proprietary CleanCap® analogs for commercial phase vaccine programs. We estimate that revenue from high-volume sales of CleanCap for commercial phase vaccine programs represented approximately 25.4% and 21.0% of our total revenues for the years ended December 31, 2024 and 2023, respectively. The amount, timing and durability of future high-volume CleanCap orders have become increasingly difficult to forecast because historical customers for such orders have been unable or unwilling to provide visibility into their anticipated future needs and plans to purchase CleanCap. If high-volume orders for CleanCap do not materialize in the future at similar or greater levels than they have in the past it will significantly decrease our revenue and cash flow which, in turn, could have a material adverse impact on our operating results and financial condition in the future.

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 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.

Previous wording

Adjusted EBITDA is a non-GAAP financial performance measure that we define as net (loss) income 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.

Current wording

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.

Previous wording

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 provided under our credit agreement (the “Revolving Credit Facility”). In addition, if we borrow more than $58.5 million under the Revolving Credit Facility, we are required to maintain a specified net leverage ratio. See“Liquidity and Capital Resources—Credit Agreement” below for a discussion of this financial covenant.

Current wording

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”).

Previous wording

Adjusted EBITDA is not a GAAP-based measure and therefore, may have limitations as an analytical tool and 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 include that Adjusted EBITDA do not reflect:

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

•the costs of replacing the assets being depreciated, which will often have to be replaced in the future;

Current wording

•the costs of replacing the assets being depreciated, which will often have to be replaced in the future; and

Previous wording

In addition, Adjusted EBITDA is not a measure of financial performance under GAAP and may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

Current wording

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..

Previous wording

Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $259.2 million and $288.9 million for the years ended December 31, 2024 and 2023, 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 $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.

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 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.

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 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.

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 years ended December 31, 2024 and 2023.

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.

Previous wording

Research and development costs primarily consist of salaries, benefits, stock-based compensation expense, outside contracted services, cost of supplies, in-process research and development costs from asset acquisitions 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.

Current wording

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.

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 their carrying amount. In connection with the preparation of our financial statements for the third and fourth quarters of 2024, we performed quantitative goodwill impairment tests which resulted in a total goodwill impairment of $166.2 million. See Note 4 to our consolidated financial statements 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

Restructuring costs primarily consist of severance and other employee-related costs, facility and other exit costs, professional fees and other restructuring costs resulting from the Cost Realignment Plan, which was implemented in November 2023. See Note 3 to our consolidated financial statements for additional information.

Current wording

Restructuring costs primarily consist of severance and other employee-related costs, asset impairments, and professional fees.

Previous wording

(7)For the year ended December 31, 2024, 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. For the year ended December 31, 2023, refers to the adjustment of our Tax Receivable Agreement liability primarily due to remeasuring the non-current portion of the liability to zero as we no longer consider the payments under the agreement to be probable.

Current wording

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.

Previous wording

Other income (expense) primarily consists of adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, LLC, which was completed in January 2022.

Current wording

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.

Previous wording

As a result of our ownership of LLC Units in Topco LLC, 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. In addition, we evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. During the year ended December 31, 2023, we recognized a full valuation allowance against our deferred tax assets and recorded a corresponding income tax expense. There have been no changes to our position as of December 31, 2024.

Current wording

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.

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 consolidated statements of operations. As of December 31, 2024, we held approximately 56.2% of the outstanding LLC Units of Topco LLC, and MLSH 1 held approximately 43.8% of the outstanding LLC Units of Topco LLC.

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 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.

Previous wording

Total revenue was $259.2 million for the year ended December 31, 2024 compared to $288.9 million for the year ended December 31, 2023, representing a decrease of $29.8 million, or 10.3%.

Current wording

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%.

Previous wording

Nucleic Acid Production revenue decreased from $224.8 million for the year ended December 31, 2023 to $196.3 million for the year ended December 31, 2024, representing a decrease of $28.4 million, or 12.6%. The decrease in Nucleic Acid Production was primarily driven by lower demand for research and discovery products.

Current wording

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.

Previous wording

Gross profit decreased by $31.9 million from $140.2 million for the year ended December 31, 2023 to $108.3 million for the year ended December 31, 2024. The decrease in gross profit margin as a percentage of sales was primarily attributable to higher facility costs, stock-based compensation expense, supplies and materials, and depreciation expense as a percentage of sales.

Current wording

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.

Previous wording

Research and development expenses increased by $1.9 million from $17.3 million for the year ended December 31, 2023 to $19.2 million for the year ended December 31, 2024, or 11.2%. The increase in expenses compared to the prior year was primarily driven by increases of $2.3 million in stock-based compensation expense, $1.3 million in professional service fees for contract services related to research and development studies, $1.0 million in supplies and materials, and $0.5 million in depreciation expense. These were partially offset by a decrease of $3.1 million in personnel expenses primarily relating to a decrease in retention payment accruals associated with the acquisition of MyChem, which was completed and paid for during the first quarter of 2024.

Current wording

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.

Previous wording

The decrease in change in estimated fair value of contingent consideration of $2.0 million and $3.3 million for the years ended December 31, 2024 and 2023, respectively, were due to decreases 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 $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.

Previous wording

Restructuring costs (benefit) for the years ended December 31, 2024 and 2023 relate to the Cost Realignment Plan, which was implemented in November 2023. For the year ended December 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. For the year ended December 31, 2023, restructuring costs include severance and other employee-related costs of $4.3 million, offset by a $0.1 million stock-based compensation benefit, facility and other exit costs of $2.0 million, and professional fees and other associated costs of $0.3 million.

Current wording

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.

Previous wording

Other income was $649.4 million for the year ended December 31, 2023 compared to Other expense of $25.9 million for the year ended December 31, 2024, representing a change of $675.2 million. The overall change in Other (expense) income was primarily attributable to the prior year $668.9 million gain related to the payable to related parties pursuant to the Tax Receivable Agreement as we concluded that it was not probable that we will be able to realize the remaining tax benefits based on estimates of future taxable income. The change is 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, a $1.8 million increase in interest expense, and a $1.0 million increase in Other expense relating to the indemnification asset recorded in connection with the acquisition of MyChem.

Current wording

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.

Previous wording

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 our core operations and, therefore, are not included in measuring segment performance. We define Adjusted EBITDA as net (loss) income 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.

Current wording

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.

Previous wording

As of December 31, 2024, all of our long-lived assets were located within the United States.

Current wording

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

Previous wording

(1)Expenses are adjusted to remove the impact of certain items that management believes do not directly reflect our core operations, and, therefore, are not included in measuring segment performance.

Current wording

(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.

Previous wording

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

Current wording

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

Previous wording

(3)For the years ended December 31, 2024 and 2023, stock-based compensation benefit of $1.2 million and $0.1 million, respectively, related to forfeited stock awards in connection with the Cost Realignment Plan is included on the stock-based compensation line item.

Current wording

(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.

Previous wording

There was no intersegment revenue during the year ended December 31, 2024. During the year ended December 31, 2023, intersegment revenue was immaterial between the Nucleic Acid Production and Biologics Safety Testing segments. The intersegment sales 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 sales for the years ended December 31, 2024 and 2023.

Current wording

There was no intersegment revenue during the years ended December 31, 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, 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 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 $5.2 million (MyChem $1.8 million; Alphazyme $3.4 million) and $11.9 million (MyChem $9.3 million; Alphazyme $2.6 million) for the years ended December 31, 2024 and 2023, 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 $3.4 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 December 31, 2024.

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, 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.