MARAVAI LIFESCIENCES HOLDINGS, INC.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
View on SEC.govAbout this filing
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, 2026 · Filed Aug 7, 2026
MRVI$7.52+7.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001823239-26-000024
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001823239-26-000059
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 158 previous paragraphs and 163 current paragraphs.
98 unchanged; 40 reworded; 22 added; 20 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 11 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
TriLink: $34.7 million and $82.1 million for the three and six months ended June 30, 2026, respectively, and $31.1 million and $59.8 million for the three and six months ended June 30, 2025, respectively.
Current report
Cygnus: $16.8 million and $35.1 million for the three and six months ended June 30, 2026, respectively, and $16.3 million and $34.4 million for the three and six months ended June 30, 2025, respectively.
Current report
Selling, general and administrative expenses were $32.1 million and $61.2 million for the three and six months ended June 30, 2026, respectively, and $38.7 million and $78.3 million for the three and six months ended June 30, 2025, respectively.
Current report
Debt Refinancing
Current report
On June 2, 2026, we entered into a new credit agreement, which provides for a $150.0 million term loan facility and a $30.0 million revolving credit facility, each maturing on June 2, 2032. In connection with the new credit agreement, we repaid all amounts outstanding under our prior credit agreement and terminated the prior term loan facility and revolving credit facility, including the related guarantees and security interests. Borrowings under the new credit agreement bear interest at variable rates based on Term SOFR or an alternate base rate, plus an applicable margin. Refer to the "Liquidity and Capital Resources" section for additional discussion of our debt financing arrangements.
Current report
We expect cost of revenue to remain below prior-year levels as a percentage of revenue as we continue to realize the benefits of our restructuring actions.
Current report
We expect our selling, general and administrative expenses to remain below prior-year levels as we continue to realize the benefits of our restructuring actions, while remaining relatively stable for the remainder of the fiscal year.
Current report
We expect our research and development expenses to remain below prior-year levels as we continue to realize the benefits of our restructuring actions, while remaining relatively stable for the remainder of the fiscal year.
Current report
Total revenue increased 8.5% from the three months ended June 30, 2025 compared to the three months ended June 30, 2026.
Current report
TriLink revenue increased 11.5% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The increase in TriLink revenue was primarily driven by increased demand for research use only (RUO) raw materials used in drug discovery (Discovery mRNA) and GMP products used in clinical trials (GMP consumables).
Current report
Total revenue increased 24.4% from the six months ended June 30, 2025 compared to the six months ended June 30, 2026.
Current report
Cygnus revenue increased by 2.1% from the six months ended June 30, 2025 to the six months ended June 30, 2026. The increase was driven by demand for HCP, ELISA and DNA detection kits.
Current report
Cost of revenue decreased by 20.1% from the six months ended June 30, 2025 to the six months ended June 30, 2026. The decrease was driven by a $4.0 million decrease in direct product costs primarily from higher excess and obsolete charges for excess raw materials, inventory write-offs and yield losses in the prior year. There was also a $5.6 million decrease in personnel expenses, a $1.7 million decrease in stock-based compensation expense,a $1.6 million decrease in facilities costs, a $1.3 million decrease in supplies, materials and external services, a $1.2 million decrease in amortization, and a $0.4 million decrease in depreciation. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Current report
Selling, general and administrative expenses decreased by 21.9% from the six months ended June 30, 2025 to the six months ended June 30, 2026. The decrease was primarily due to a $8.6 million decrease in personnel expenses, a $4.6 million decrease in professional services fees, a $2.3 million decrease in marketing expenses, a $1.8 million decrease in facilities costs, a $1.2 million decrease in depreciation, and a $0.7 million decrease in other miscellaneous expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan. The decreases were partially offset by an increase of $3.2 million in stock-based compensation expense due to performance stock units granted in the first quarter of 2026, and the six months ended June 30, 2025 included a $1.1 million impairment charge related to property and equipment recorded, which did not recur in the current period.
Current report
Research and development expenses decreased by 22.3% from the six months ended June 30, 2025 to the six months ended June 30, 2026. The decrease was primarily driven by a $1.1 million decrease in stock-based compensation expense, a $0.6 million decrease in personnel expenses, and a $0.5 million decrease in supplies and materials. These decreases were primarily driven by the 2025 Corporate Realignment Plan. This was partially offset by an increase of $0.3 million in facilities expenses.
Current report
Total other expense decreased 2.6% from the six months ended June 30, 2025 compared to the six months ended June 30, 2026. The decrease was driven by a $3.0 million decrease in interest expense, which was primarily due to the voluntary prepayment of principal on the Term Loan in February 2026, the repayment of all amounts outstanding under our prior credit agreement, and the termination of the prior credit agreement and the related term loan facility and revolving credit facility as part of the June 2026 debt refinancing, and the $3.9 million decrease in other expense, which includes $4.1 million from prior year adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, partially offset by immaterial foreign exchange gains and losses. In addition, there was a $3.2 million decrease in interest income earned on our short-term investments in money market funds, which was used for the debt repayment, and a $3.4 million loss on debt extinguishment recorded in the six months ended June 30, 2026.
Current report
(5)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 report
(7)Refers to non-cash charges to write-down surplus laboratory equipment to estimated fair value, less costs to sell.
Current report
(9)For the three and six months ended June 30, 2026 and for the three and six months ended June 30, 2025, refers to severance expenses, inventory step-up charges in connection with the acquisition of Alphazyme, non-recurring legal costs, change in the estimated fair value of contingent consideration related to completed acquisitions, and other non-recurring costs that are deemed to be outside of the ordinary course of business.
Current report
As of June 30, 2026 and December 31, 2025, there was no current or long-term liability outstanding under the TRA after concluding it was not probable that we would be able to realize the related tax benefits, and no TRA payments or cash tax distributions were made to MLSH 1 during the three and six months ended June 30, 2026 and 2025. For additional information regarding the TRA and related party transactions, see Note 9 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Current report
On June 2, 2026, Maravai Intermediate Holdings, LLC, a wholly-owned subsidiary of Maravai Topco Holdings, LLC, as borrower, entered into a new credit agreement (the "2026 Credit Agreement") with certain lenders and issuing banks party thereto and BSP Agency, LLC, as administrative agent and collateral agent. The 2026 Credit Agreement provides for a $150.0 million initial term loan facility (the "2026 Term Loan") and a $30.0 million revolving credit facility (the "2026 Revolving Credit Facility"), each maturing on June 2, 2032. In connection with entering into the 2026 Credit Agreement, the Company repaid all amounts outstanding under its prior credit agreement dated as of October 19, 2020 (the “Prior Credit Agreement”), and terminated the related term loan facility and revolving credit facility, including the related guarantees and security interests. The refinancing was undertaken primarily to provide the Company with continued access to borrowing capacity through 2032 as the term loan facility and revolving credit facility provided under the Prior Credit Agreement were scheduled to mature in October 2027.
Current report
The 2026 Credit Agreement requires mandatory prepayments of the 2026 Term Loan under certain circumstances, including from certain asset sale, casualty and debt incurrence proceeds, subject to reinvestment rights and other exceptions. Commencing with the fiscal year ending December 31, 2027, the 2026 Credit Agreement also requires an annual excess cash flow prepayment equal to 50% of excess cash flow if the Company's senior secured first lien net leverage ratio is greater than 3.50:1.00, or 25% if the Company's senior secured first lien net leverage ratio is less than or equal to 3.50:1.00 and greater than 3.00:1.00. No excess cash flow prepayment is required for a fiscal year to the extent the calculated prepayment amount is equal to or less than the greater of $5.3 million and 15% of Consolidated EBITDA, as defined in the 2026 Credit Agreement.
Removed paragraphs (20)
Previous report
TriLink provides nucleic acid products and related services, including mRNA, oligonucleotides, CleanCap®mRNA capping and ModTail™ poly(A) tail modification technologies, synthesis inputs, specialty enzymes, and mRNA manufacturing services.
Previous report
Cygnus provides biologics safety testing products and services, including host cell protein ELISA kits, impurity detection assays, viral clearance prediction tools, and related reagents and services.
Previous report
TriLink: $47.5 million for the three months ended March 31, 2026, and $28.8 million for the three months ended March 31, 2025.
Previous report
Cygnus: $18.4 million for the three months ended March 31, 2026, and $18.1 million for the three months ended March 31, 2025.
Previous report
Selling, general and administrative expenses were $29.1 million and $39.6 million for the three months ended March 31, 2026 and 2025, respectively.
Previous report
Recent Developments
Previous report
Voluntary Prepayments on Term Loan
Previous report
In February 2026, we voluntarily pre-paid, using cash on hand, $50.0 million of aggregate principal amount of the Term Loan. There were no prepayment penalties associated with this prepayment of principal. As a result of the prepayment, we wrote off a portion of pre-existing deferred financing costs associated with the Term Loan.
Previous report
We expect that our selling, general and administrative expenses will decrease year-over-year in future periods, as a result of the implementation of the 2025 Corporate Realignment Plan.
Previous report
We expect our research and development costs will remain relatively consistent year-over-year in future periods, as a result of ongoing research and development initiatives.
Previous report
Total revenue was $65.8 million for the three months ended March 31, 2026 compared to $46.9 million for the three months ended March 31, 2025, representing an increase of $19.0 million, or 40.5%.
Previous report
We did not make any cash distributions during the three months ended March 31, 2026 and 2025 for tax liabilities to MLSH 1, which is controlled by investment entities affiliated with GTCR and is the only holder of LLC Units other than us and our wholly owned subsidiaries.
Previous report
We recognize the amount of TRA payments expected to be paid within the next 12 months and classify this amount as current. As of March 31, 2026, there was no current liability outstanding under the TRA.
Previous report
As of December 31, 2023, the Company had derecognized the remaining non-current liability under the TRA after concluding it was not probable that the Company will be able to realize the remaining tax benefits based on estimates of future taxable income. There have been no changes to our position set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. The impact of any activity for the year ending December 31, 2026, including any LLC Unit exchanges or changes to our estimated U.S. federal, state or local income tax rates, will be included in our Annual Report on Form 10-K for the year ending December 31, 2026 when such impacts are determinable. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future. If the Company concludes in a future period that the tax benefits are more likely than not to be realized and releases its valuation allowance, the corresponding TRA liability amounts may be considered probable at that time and recorded on the consolidated balance sheet and within earnings.
Previous report
During the three months ended March 31, 2026 and 2025, no payments were made to MLSH 1 or MLSH 2 pursuant to the TRA.
Previous report
We have historically relied on revenue derived from product and services sales, and proceeds from equity and debt financings to fund our operations to date.
Previous report
We expect to make future cash payments of approximately $1.6 million using existing cash on hand, primarily through the second quarter of 2026, for professional fees and employee-related restructuring costs associated with the 2025 Corporate Realignment Plan.
Previous report
During the years ended December 31, 2025 and 2024, we determined that making a payment under the non-current portion of the TRA was not probable under Accounting Standards Codification 450 - Contingencies since a valuation allowance has been recorded against our deferred tax assets, and we do not believe we will generate sufficient future taxable income to utilize related tax benefits and result in a payment under the TRA. There have been no changes to our position set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. The impact of any activity for the year ending December 31, 2026, including any LLC Unit exchanges or changes to our estimated U.S. federal, state and local income tax rates, will be included in our Annual Report on Form 10-K for the year ending December 31, 2026 when such impacts are determinable.
Previous report
Maravai Intermediate Holdings, LLC, a wholly-owned subsidiary of Topco LLC, along with certain of its subsidiaries are parties to a credit agreement (as amended, the “Credit Agreement”), which provides for a $600.0 million term loan facility, maturing October 2027 (the “Term Loan”), and a $167.0 million revolving credit facility, maturing October 2029 (subject to springing maturity provisions based on the maturity of the Term Loan) (the “Revolving Credit Facility”). Borrowings under the Credit Agreement bear interest at a variable rate based on Term Secured Overnight Financing Rate (“SOFR”) plus an applicable interest rate margin.
Previous report
The Credit Agreement requires prepayments on the Term Loan principal for certain excess cash flow, subject to certain step-downs, based on the Company’s first lien net leverage ratio for the fiscal year. The excess cash flow prepayment is reduced to 25% or 0% of the calculated excess cash flow if the Company’s first lien net leverage ratio was equal to or less than 4.75:1.00 or 4.25:1.00, respectively; however, no prepayment is required to the extent excess cash flow calculated for the fiscal year is equal to or less than $10.0 million. As of March 31, 2026, the Company’s first lien net leverage ratio was greater than 4.25:1.00 and its excess cash flow was less than $10.0 million.
Reworded paragraphs (40)
Previous wording
As of March 31, 2026, we employed a team of 416 full-time employees, approximately 26% of whom have advanced degrees.
Current wording
As of June 30, 2026, we employed a team of 415 full-time employees, approximately 26% of whom have advanced degrees.
Previous 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 54.2% and 62.5% for the three months ended March 31, 2026 and 2025, 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 60.8% and 57.1% for the three and six months ended June 30, 2026, respectively. 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.
Previous wording
We generated revenue of $65.8 million and $46.9 million for the three months ended March 31, 2026 and 2025, respectively.
Current wording
We generated revenue of $51.4 million and $117.3 million for the three and six months ended June 30, 2026 and $47.4 million and $94.2 million for the three and six months ended June 30, 2025, respectively.
Previous 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 $3.9 million and $4.9 million for the three months ended March 31, 2026 and 2025, respectively. We intend to continue investing in research and development to support our customers’ demand for innovation.
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 $3.7 million and $7.6 million for the three and six months ended June 30, 2026, and $4.9 million and $9.8 million for the three and six months ended June 30, 2025, respectively. We intend to continue investing in research and development to support our customers’ demand for innovation.
Previous wording
While revenue attributable to high-volume orders of our proprietary CleanCap® analogs for commercial phase COVID-19 vaccine programs returned in this quarter, representing $14.3 million in revenue for the three months ended March 31, 2026, we do not anticipate further high-volume CleanCap orders for commercial phase COVID-19 vaccine programs for the remainder of the year ending December 31, 2026. Therefore, the three months ended March 31, 2026, is expected to be the highest revenue quarter of the year.
Current wording
While revenue attributable to high-volume orders of our proprietary CleanCap® analogs for commercial phase COVID-19 vaccine programs returned in the first quarter of 2026, representing $14.3 million in revenue for the three months ended March 31, 2026, we did not recognize any revenue attributable to high-volume CleanCap orders in the second quarter of 2026 and do not anticipate any further high-volume CleanCap orders for commercial phase COVID-19 vaccine programs for the remainder of the year ending December 31, 2026.
Previous 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.
Current wording
Adjusted EBITDA is a non-GAAP financial performance measure that we define as net loss adjusted for 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.
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.
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.
Previous wording
Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $65.8 million and $46.9 million for the three months ended March 31, 2026 and 2025, respectively, through the following segments: (i) TriLink and (ii) Cygnus.
Current wording
Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $51.4 million and $117.3 million for the three and six months ended June 30, 2026, and $47.4 million and $94.2 million for the three and six months ended June 30, 2025, respectively, through the following segments: (i) TriLink and (ii) Cygnus.
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.
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, 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 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 expenses primarily consist of salaries, benefits, stock-based compensation expense for employees engaged in research and development of products and services, outside contracted services, cost of supplies, allocated facilities costs, and information technology costs. We expense all research and development costs in the period in which they are incurred.
Previous 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.
Current wording
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 condensed consolidated statements of operations. As of March 31, 2026, we held approximately 57.1% of the outstanding LLC Units, and MLSH 1 held approximately 42.9% of the outstanding LLC Units.
Current wording
Non-controlling interests represent the portion of profit or loss, net assets and comprehensive income or loss of our consolidated subsidiaries that is not allocable to the Company based on our percentage of ownership of such entities. Income or loss attributed to the non-controlling interests is based on the LLC Units outstanding during the period and is presented on the condensed consolidated statements of operations. As of June 30, 2026, we held approximately 57.4% of the outstanding LLC Units, and MLSH 1 held approximately 42.6% of the outstanding LLC Units.
Previous wording
Cygnus revenue increased from $18.1 million for the three months ended March 31, 2025 to $18.4 million for the three months ended March 31, 2026, representing an increase of $0.3 million, or 1.4%. The increase was driven by strong demand in North America and EMEA, partially offset by lower contribution from China due to distributor ordering timing.
Current wording
Cygnus revenue increased by 2.8% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The increase was driven by increased demand for Host Cell Protein (HCP) and ELISA kits and strength in China due to distributor ordering timing.
Previous wording
TriLink revenue increased from $28.8 million for the three months ended March 31, 2025 to $47.5 million for the three months ended March 31, 2026, representing an increase of $18.7 million, or 65.1%. The increase in TriLink revenue was primarily driven by $14.3 million of high-volume CleanCap orders for commercial phase COVID vaccine programs. Excluding COVID CleanCap revenue, TriLink base revenue grew 15.4% year-over-year with strength from both Discovery and GMP consumables.
Current wording
TriLink revenue increased by 37.3% comparing the six months ended June 30, 2025 to the six months ended June 30, 2026. The increase in TriLink revenue was primarily driven by $14.3 million of high-volume CleanCap orders for commercial phase COVID vaccine programs during the first quarter of 2026. Excluding COVID CleanCap revenue, TriLink base revenue grew 13.4% year-over-year with increased demand for both Discovery mRNA and GMP consumables.
Previous wording
Cost of revenue decreased by $7.0 million from $39.1 million for the three months ended March 31, 2025 to $32.1 million for the three months ended March 31, 2026, or 17.9%. The decrease was primarily driven by a $3.3 million decrease in personnel expenses, a $1.6 million decrease in direct product costs, a $1.1 million decrease in stock-based compensation expense, and a $0.9 million decrease in facilities costs. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Current wording
Cost of revenue decreased by 22.3% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The decrease was driven by a $3.9 million decrease in direct product costs primarily from higher excess and obsolete charges for excess raw materials, inventory write-offs and yield losses in the prior year. There was also a $2.3 million decrease in personnel expenses, a $0.5 million decrease in supplies, materials and external services, a $0.7 million decrease in stock-based compensation, a $0.7 million decrease in amortization, and a $0.7 million decrease in facilities costs. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Previous wording
Gross profit margin increased by 3,470 basis points from 16.5% for the three months ended March 31, 2025 to 51.2% for the three months ended March 31, 2026. The increase in gross profit margin as a percentage of sales was primarily attributable to product mix and decreased expenses driven by the 2025 Corporate Realignment Plan.
Current wording
Gross profit margin increased by 2,370 basis points from the three months ended June 30, 2025 to the three months ended June 30, 2026. The increase in gross profit margin as a percentage of sales was primarily attributable to product mix and the decrease in cost of revenue driven by the 2025 Corporate Realignment Plan.
Previous wording
Selling, general and administrative expenses decreased by $10.5 million from $39.6 million for the three months ended March 31, 2025 to $29.1 million for the three months ended March 31, 2026, or 26.5%. The decrease was primarily due to a $4.3 million decrease in personnel expenses, a $2.1 million decrease in professional services fees, a $1.6 million decrease in stock-based compensation expense, a $1.0 million decrease in facilities costs, and a $0.8 million decrease in marketing expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Current wording
Selling, general and administrative expenses decreased by 17.2% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The decrease was primarily due to a $4.3 million decrease in personnel expenses, a $2.5 million decrease in professional services fees, a $1.5 million decrease in marketing expenses, a $0.9 million decrease in facilities costs, a $0.6 million decrease in depreciation, and a $0.5 million decrease in miscellaneous expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan. The decreases were partially offset by an increase of $4.8 million in stock-based compensation expense due to performance stock units granted in the first quarter of 2026, and the three months ended June 30, 2025 included a $1.1 million impairment charge related to property and equipment, which did not recur in the current period.
Previous wording
Research and development expenses decreased by $1.0 million from $4.9 million for the three months ended March 31, 2025 to $3.9 million for the three months ended March 31, 2026, or 20.4%. The decrease was primarily driven by a $0.7 million decrease in stock-based compensation expense and a $0.3 million decrease in supplies and materials. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Current wording
Research and development expenses decreased by 24.2% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The decrease was primarily driven by a $0.5 million decrease in stock-based compensation expense, a $0.3 million decrease in personnel expenses, a $0.2 million decrease in supplies and materials, and a $0.2 million decrease in services and other expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Previous wording
During the three months ended March 31, 2025, we recorded goodwill impairment of $12.4 million for the TriLink BioTechnologies reporting unit within our TriLink segment. During the three months ended March 31, 2026, no goodwill impairment was recorded.
Current wording
During the three months ended June 30, 2025, we recorded goodwill impairment of $30.4 million for the Alphazyme reporting unit within our TriLink segment. During the three months ended June 30, 2026, no goodwill impairment was recorded.
Previous wording
Restructuring costs for the three months ended March 31, 2026 were attributable to the 2025 Corporate Realignment Plan. These costs included severance and other employee-related costs (benefit) of $(0.4) million, non-employee contract costs of $2.0 million, asset impairments of $0.6 million, and professional fees of $0.7 million.
Current wording
Restructuring costs for the six months ended June 30, 2026 were attributable to the 2025 Corporate Realignment Plan. These costs included severance and other employee-related benefit of ($0.4 million), non-employee contract costs of $2.0 million, asset impairments of $0.4 million, and professional fees of $0.9 million.
Previous wording
Total other expense was $3.5 million for the three months ended March 31, 2025 compared to $4.4 million for the three months ended March 31, 2026, representing an increase of $0.8 million, or 23.8%. The $1.0 million decrease in interest expense, which was primarily due to the voluntary prepayment of principal on the Term Loan in February 2026, was partially offset by a $1.4 million decrease in interest income earned on our short-term investments in money market funds, which were used for the voluntary prepayment. Other expense also increased due to the loss on partial extinguishment of debt of $0.4 million recorded in the three months ended March 31, 2026.
Current wording
Total other expense decreased 14.5% from the three months ended June 30, 2025 compared to the three months ended June 30, 2026. This was due to a $2.0 million decrease in interest expense, which was primarily due to the repayment of all amounts outstanding under our prior credit agreement, and the termination of the prior credit agreement, including the related term loan facility and revolving credit facility, as part of the June 2026 debt refinancing, and a $4.2 million decrease in other expense as the prior year had adjustments to the indemnification asset recorded in connection with the acquisition of MyChem partially offset by immaterial foreign exchange gains and losses. In addition, there was a $1.9 million decrease in interest income earned on our short-term investments in money market funds, which was used for the debt repayment, and a $3.0 million loss on debt extinguishment recorded in the three months ended June 30, 2026 in connection with the debt refinancing.
Previous wording
(3)For the three months ended March 31, 2026, stock-based compensation benefit of $0.2 million related to forfeited stock awards in connection with the 2025 Corporate Realignment Plan is included in the stock-based compensation line item.
Current wording
(3)For the three and six months ended June 30, 2026, stock-based compensation benefit was nominal and $0.2 million, respectively, related to forfeited stock awards in connection with the 2025 Corporate Realignment Plan is included in the stock-based compensation line item.
Previous wording
(6)For the three months ended March 31, 2026, refers to severance payments, inventory step-up charges in connection with the acquisition of Alphazyme, legal costs, and other non-recurring costs that are deemed to be outside of the ordinary course of business. For the three months ended March 31, 2025, primarily refers to severance payments and other non-recurring costs that are deemed to be outside of the ordinary course of business.
Current wording
(4)For the three and six months ended June 30, 2026 and for the three and six months ended June 30, 2025, refers to severance expense, inventory step-up charges in connection with the acquisition of Alphazyme, non-recurring legal costs, change in the estimated fair value of contingent consideration related to completed acquisitions, and other non-recurring costs that are deemed to be outside of the ordinary course of business.
Previous wording
There was no intersegment revenue during the three months ended March 31, 2026 and 2025.
Current wording
There was immaterial intersegment revenue during the three and six months ended June 30, 2026 and 2025.
Previous wording
(1)Refers to incremental costs incurred to execute and integrate completed acquisitions, including retention payments related to integration that were negotiated specifically at the time of the Company’s acquisition of Alphazyme, which was completed in January 2023. These retention payments arise from the Company’s agreement executed in connection with its acquisition of Alphazyme and provide incremental financial incentives, over and above recurring compensation, to ensure the employees of Alphazyme remain present and participate in integration of the acquired business during the integration and knowledge transfer period. 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 recognized compensation expense related to these payments in the post-acquisition period ratably over the service period. Retention payment expenses were $0.7 million for the three months ended March 31, 2025. Retention expenses for Alphazyme concluded in the fourth quarter of 2025, and following the payments in the fourth quarter of 2025, there were 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 March 31, 2026.
Current wording
(1)Refers to incremental costs incurred to execute and integrate completed acquisitions, including retention payments related to integration that were negotiated specifically at the time of the Company’s acquisition of Alphazyme, which was completed in January 2023. These retention payments were from the Company’s agreement executed in connection with its acquisition of Alphazyme and provided incremental financial incentives, over and above recurring compensation, to ensure the employees of Alphazyme remained present and participated in integration of the acquired business during the integration and knowledge transfer period. 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 recognized compensation expense related to these payments in the post-acquisition period ratably over the service period, with certain costs capitalized into inventory. Retention payment expenses were $0.8 million and $1.4 million for the three and six months ended June 30, 2025, respectively. Retention expenses for Alphazyme concluded in the fourth quarter of 2025, and following the payments in the fourth quarter of 2025, there were no further retention expenses payable for Alphazyme. There are no further cash-based retention payments planned as of June 30, 2026. The remaining expenses incurred reflect the impact to cost of revenue for the retention bonuses previously capitalized into inventory as the inventory is sold.
Previous wording
(4)Refers to goodwill impairment recorded for our TriLink segment.
Current wording
(6)Refers to goodwill impairment recorded for our TriLink segment.
Previous wording
(5)Refers to restructuring costs (benefit) associated with the 2025 Corporate Realignment Plan. For the three months ended March 31, 2026, stock-based compensation expense of $0.2 million related to forfeited stock awards is included in the stock-based compensation line item.
Current wording
(8)Refers to restructuring costs (benefit) associated with the 2025 Corporate Realignment Plan. For the six months ended June 30, 2026, stock-based compensation expense of ($0.2 million) related to forfeited stock awards is included in the stock-based compensation line item.
Previous wording
As of March 31, 2026, investment entities affiliated with GTCR collectively controlled approximately 51% of the voting power of our common stock, which enables GTCR to control the vote of all matters submitted to a vote of our shareholders and to control the election of members of our Board of Directors and all other corporate decisions.
Current wording
As of June 30, 2026, investment entities affiliated with GTCR collectively controlled approximately 50.4% of the voting power of our common stock, which enables GTCR to control the vote of all matters submitted to a vote of our shareholders and to control the election of members of our Board of Directors and all other corporate decisions.
Previous wording
As of March 31, 2026, we had cash and cash equivalents of $165.9 million and retained earnings of $6.4 million.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $70.1 million and an accumulated deficit of $6.0 million.
Previous wording
Our principal uses of cash have been to fund operations, acquisitions and capital expenditures, as well as make tax distributions to MLSH 1, make TRA payments to MLSH 1 and MLSH 2 and make interest payments and mandatory principal payments on our long-term debt.
Current wording
Our principal uses of cash have been to fund operations, acquisitions and capital expenditures, as well as make tax distributions to MLSH 1, make TRA payments to MLSH 1 and MLSH 2 and make interest payments and principal payments on our long-term debt.
Previous wording
As a result of our ownership of LLC Units, the Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Topco LLC and is taxed at prevailing corporate tax rates. In addition to tax expenses, we also incur expenses related to our operations and we may be required to make payments under the TRA with MLSH 1 and MLSH 2. We expect to fund these payments, if any, using cash on hand and cash generated from operations. We do not expect any probable future payments under the TRA relating to the purchase by the Company of LLC Units from MLSH 1 and the corresponding tax attributes. This determination was based on our taxable income for the year ended December 31, 2025.
Current wording
As a result of our ownership of LLC Units, we are subject to U.S. federal, state and local income taxes on our allocable share of Topco LLC's taxable income. We are also party to the TRA with MLSH 1 and MLSH 2, and may be required to make tax distributions to MLSH 1 under the Topco LLC Operating Agreement. We expect to fund any such payments using cash on hand and cash generated from operations. As of June 30, 2026 and December 31, 2025, no TRA payments or tax distributions to MLSH 1 were made or accrued during the three and six months ended June 30, 2026 and 2025, and there is no current or long-term TRA liability outstanding. For additional information regarding the TRA and tax distribution obligations, see Note 8 and Note 9 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
In the event of a change of control, material breach, or our election to terminate the TRA early, (1) we could be required to make certain and immediate cash payments to MLSH 1 and MLSH 2. In these situations, our obligations under the TRA could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control. There can be no assurance that we will be able to finance our obligations under the TRA.
Current wording
In the event of a change of control, material breach, or our election to terminate the TRA early, we could be required to make certain and immediate cash payments to MLSH 1 and MLSH 2. In these situations, our obligations under the TRA could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control. There can be no assurance that we will be able to finance our obligations under the TRA.
Previous wording
In addition to payments to be made under the TRA, we are also required to make tax distributions to MLSH 1 pursuant to the LLC Operating Agreement for the portion of income passing through to them from Topco LLC. We did not make any cash distributions during the three months ended March 31, 2026 and 2025.
Current wording
In addition to payments to be made under the TRA, we are also required to make tax distributions to MLSH 1 pursuant to the LLC Operating Agreement for the portion of income passing through to them from Topco LLC. We did not make any cash distributions during the three and six months ended June 30, 2026 and 2025.
Previous wording
There were no outstanding borrowings under the Revolving Credit Facility as of March 31, 2026.
Current wording
There were no outstanding borrowings under the 2026 Revolving Credit Facility as of June 30, 2026.
Previous wording
The Term Loan requires mandatory quarterly principal payments of $1.4 million, with the remaining balance due upon maturity in October 2027. The Term Loan includes prepayment provisions that allow the Company, at our option, to repay all or a portion of the outstanding principal at any time. In February 2026, the Company voluntarily pre-paid, using cash on hand, $50.0 million of aggregate principal amount of the Term Loan. There were no prepayment penalties associated with this prepayment of principal.
Current wording
The 2026 Term Loan requires mandatory quarterly principal payments, commencing on December 31, 2026, in an aggregate principal amount equal to 0.25% of the aggregate principal amount of the 2026 Term Loan outstanding on the effective date, or $0.4 million per quarter, with the remaining balance due at maturity on June 2, 2032. Amounts repaid or prepaid under the 2026 Term Loan may not be reborrowed. The 2026 Term Loan includes prepayment provisions that allow the Company, at the Company’s option, to repay all or a portion of the outstanding principal at any time, subject to a fee of 1.00% of the aggregate principal amount of the 2026 Term Loan if repaid prior to June 2, 2027, and no fee if on or after June 2, 2027.
Previous wording
The Credit Agreement contains certain covenants, including, among other things, covenants limiting our ability to incur or prepay certain indebtedness, pay dividends or distributions, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments and make changes to the nature of the business. Additionally, the Credit Agreement requires us to maintain a certain net leverage ratio if the outstanding debt balance on the Revolving Credit Facility exceeds 35.0% of the aggregate amount of available credit of $167.0 million, or $58.5 million. The Company was in compliance with these covenants as of March 31, 2026.
Current wording
The 2026 Credit Agreement contains covenants that, among other things, limit the Company's ability to incur or prepay certain indebtedness, pay dividends or make other restricted payments, dispose of assets, engage in mergers and consolidations, make acquisitions and other investments, enter into certain affiliate transactions, create liens and make changes to the nature of the business. Commencing December 31, 2026, the 2026 Credit Agreement includes a financial performance covenant that requires the Company to maintain a senior secured first lien net leverage ratio not to exceed 6.50:1.00 if revolving exposure, excluding undrawn letters of credit, is equal to or greater than 40.0% of the aggregate revolving commitments. The Company was in compliance with the covenants under the 2026 Credit Agreement as of June 30, 2026.
Previous wording
Net cash provided by operating activities for the three months ended March 31, 2026 was $8.7 million, which was primarily attributable to non-cash depreciation and amortization of $11.4 million, non-cash amortization of operating lease right-of-use assets of $1.6 million, non-cash stock-based compensation of $6.7 million, and non-cash impairment of $0.6 million. These were partially offset by a net cash outflow from the change in our operating assets and liabilities of $5.8 million and a net loss of $6.4 million.
Current wording
Net cash provided by operating activities for the six months ended June 30, 2026 was $12.7 million, which was primarily attributable to a net loss of $28.0 million, offset by non-cash depreciation and amortization of $23.2 million, non-cash amortization of operating lease right-of-use assets of $3.2 million, non-cash stock-based compensation of $16.9 million, non-cash impairment of $0.5 million, loss on extinguishment of debt of $3.4 million, and other non-cash charges of $0.3 million. These were partially offset by a net cash outflow from the change in our operating assets and liabilities of $6.8 million.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2026 was $4.4 million, which consisted of cash outflows for property and equipment purchases.
Current wording
Net cash used in investing activities for the six months ended June 30, 2026 was $4.8 million, which consisted of cash outflows for property and equipment purchases.
Previous wording
Net cash used in financing activities for the three months ended March 31, 2026 was $55.2 million, which was primarily attributable to $51.4 million of principal repayments of long-term debt, which included the voluntary principal prepayment on the Term Loan, $3.6 million of tax payments related to shares withheld under employee equity plans, net of proceeds from the issuance of shares of our Class A common stock, and $0.2 million of payments of finance lease liabilities.
Current wording
Net cash used in financing activities for the six months ended June 30, 2026 was $154.2 million, which was primarily attributable to $294.2 million of principal repayments of long-term debt, which included the voluntary principal prepayment on the Prior Term Loan and the repayment of the Prior Term Loan in connection with the termination of the Prior Credit Agreement, $3.6 million of payments related to debt issuance costs for the 2026 Term Loan and the 2026 Revolving Credit Facility, $0.5 million of payments for finance lease liabilities, and $5.9 million of tax payments related to shares withheld under employee equity plans, net of proceeds from the issuance of shares of our Class A common stock. These payments were partially offset by cash proceeds of $150.0 million related to the issuance of the 2026 Term Loan.
Previous wording
We define capital expenditures as: (i) purchases of property and equipment which are included in cash flows from investing activities, offset by government funding received; (ii) the change in property and equipment included in accounts payable and accrued expenses; and (iii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, offset by government funding received. Capital expenditures for the three months ended March 31, 2026 totaled $1.0 million. Capital expenditures for the year ending December 31, 2026 are projected to be in the range of $4.0 million to $6.0 million.
Current wording
We define capital expenditures as: (i) purchases of property and equipment which are included in cash flows from investing activities, offset by government funding received; (ii) the change in property and equipment included in accounts payable and accrued expenses; and (iii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, offset by government funding received. Capital expenditures for the six months ended June 30, 2026 totaled $1.7 million. Capital expenditures for the year ending December 31, 2026 are projected to be in the range of $4.0 million to $6.0 million.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Gross profit margin increased by 2,990 basis points from the six months ended June 30, 2025 to the six months ended June 30, 2026. The increase in gross profit margin as a percentage of sales was primarily attributable to product mix and the decrease in cost of revenue driven by the 2025 Corporate Realignment Plan.
Current report — wording carried from elsewhere
During the six months ended June 30, 2025, we recorded goodwill impairment of $42.9 million within our TriLink segment. During the six months ended June 30, 2026, no goodwill impairment was recorded.
Current report — wording carried from elsewhere
(4)Refers to non-cash expense associated with adjustments to the indemnification asset recorded in connection with the acquisition of MyChem.