MARAVAI LIFESCIENCES HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies

Description of Business

Maravai LifeSciences Holdings, Inc. (the “Company,” and together with its consolidated subsidiaries, “Maravai,” “we,” “us,” and “our”) provides critical products to enable the development of drugs, therapeutics, diagnostics, vaccines and to support research on human diseases. Our products address the key phases of biopharmaceutical development and include complex nucleic acids for therapeutic and diagnostic applications and immunoassay, qPCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products.

The Company is headquartered in San Diego, California and operates intwo principal businesses: TriLink and Cygnus. Our TriLink business manufactures and sells products used in the fields of gene therapy, vaccines, nucleoside chemistry, oligonucleotide therapy and molecular diagnostics, including reagents used in the chemical synthesis, modification, labelling and purification of deoxyribonucleic acid (“DNA”) and ribonucleic acid (“RNA”). Our core TriLink offerings include messenger ribonucleic acid (“mRNA”), our proprietary CleanCap® capping and ModTail™ poly(A) tail modification technologies, long and short oligonucleotides, our oligonucleotide building blocks, and custom enzyme development and manufacturing. Our Cygnus business sells biologic safety testing products and highly specialized analytical products for use in biologic manufacturing process development, including custom product-specific antibody and assay development services.

Basis of Presentation

The Company is a holding company and has no material assets other than our ownership of equity interests in Topco LLC. As the sole managing member of Topco LLC, the Company operates and controls all of the business and affairs, and is the ultimate parent company, of Topco LLC. The Company conducts its business through Topco LLC and its consolidated subsidiaries. MLSH 1, which is controlled by investment entities affiliated with GTCR, is the only other member of Topco LLC that is not a wholly-owned subsidiary of the Company. Because we manage and operate the business and control the strategic decisions and day-to-day operations of Topco LLC, and also have a substantial financial interest in Topco LLC, we consolidate the financial results of Topco LLC, and a portion of our net loss is allocated to the non-controlling interests in Topco LLC held by MLSH 1.

The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries, with all intercompany accounts and transactions eliminated. Certain prior period information has been reclassified to conform to the current period presentation.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to Form 10-Q of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state our financial position and the results of our operations and cash flows for interim periods in accordance with GAAP. All such adjustments are of a normal, recurring nature. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026 or for any future period.

The condensed consolidated balance sheet presented as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in the annual consolidated financial statements and notes thereto of the Company. The condensed consolidated financial statements and notes included in this report should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) filed with the SEC.

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses, and related disclosures. These estimates form the basis for judgments the Company makes about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company bases its estimates and judgments on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Significant estimates include, but are not limited to, the payable to related parties pursuant to the Tax Receivable Agreement (as defined in Note 9), the realizability of our net deferred tax assets, valuation of goodwill and long-lived assets, and valuation of assets acquired and liabilities assumed in business combinations. Actual results could differ materially from those estimates.

Significant Accounting Policies

A description of the Company’s significant accounting policies is included in Note 1 of the Notes to the Consolidated Financial Statements included in the 2025 Form 10-K. There were no material changes in the Company’s significant accounting policies during the three and six months ended June 30, 2026.

Revenue Recognition

Contract balances

Contract liabilities include billings in excess of revenue recognized, such as customer deposits and deferred revenue, which are both included in accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets. Customer deposits are recorded when cash payments are received or due in advance of performance. Deferred revenue is recorded when the Company has unsatisfied performance obligations. Total contract liabilities were $5.4 million and $3.0 million as of June 30, 2026 and December 31, 2025, respectively. Contract liabilities are generally expected to be recognized into revenue within the next twelve months.

During the three and six months ended June 30, 2026, the Company recognized revenue of $0.8 million and $1.5 million, respectively, that was included in the contract liabilities balances as of December 31, 2025. During the three and six months ended June 30, 2025, the Company recognized revenue of $0.6 million and $1.5 million, respectively, that was included in the contract liabilities balances as of December 31, 2024.

Disaggregation of revenue

The following tables summarize revenue by segment and region for the periods presented (in thousands):

Revenue attributed to United States customers was $30.9 million and $66.1 million for the three and six months ended June 30, 2026, respectively. Revenue attributed to United States customers was $30.3 million and $59.1 million for the three and six months ended June 30, 2025, respectively. Total revenue is attributed to geographic regions based on the country in which the customers are located or the bill-to location of the transaction.

Non-Controlling Interests

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.

We are the sole managing member of Topco LLC. As of June 30, 2026, we held approximately 57.4% of the outstanding LLC units of Topco LLC (“LLC Units”), and MLSH 1 held approximately 42.6% of the outstanding LLC Units. Therefore, we report non-controlling interests based on the percentage of LLC Units held by MLSH 1 on the condensed consolidated balance sheet as of June 30, 2026. Income or loss attributed to the non-controlling interest in Topco LLC is based on the LLC Units outstanding during the period for which the income or loss is generated and is presented on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss.

MLSH 1 is entitled to exchange its LLC Units, together with an equal number of shares of our Class B common stock (together referred to as “Paired Interests”), for shares of our Class A common stock on aone-for-one basis or, at our election, for cash, from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). As such, future exchanges of Paired Interests by MLSH 1 will result in a change in ownership and reduce or increase the amount recorded as non-controlling interests and increase or decrease additional paid-in-capital when Topco LLC has positive or negative net assets, respectively.

Payments pursuant to Topco LLC Operating Agreement

Topco LLC is subject to an operating agreement (the “LLC Operating Agreement”) that was put in place at the date of a series of organizational transactions (the “Organizational Transactions”) effected immediately prior to our initial public offering (the “IPO”). The LLC Operating Agreement includes a provision requiring cash distributions enabling Topco’s unit holders, including MLSH 1, to pay their taxes on income passing through from Topco LLC. No such cash distributions were made to MLSH 1 during the three and six months ended June 30, 2026 and 2025.

Stock-Based Compensation

The Company recognizes stock-based compensation for all equity awards made to employees, non-employee directors and contractors based upon the awards’ estimated grant date fair value, including stock options, restricted stock units and performance stock units ("PSUs"). For PSUs with performance conditions, expense is recognized based on the Company’s current estimate of achievement and may be adjusted or reversed if the performance condition is not met. The fair value of PSUs with performance conditions is based on the closing market price of the Company’s common stock on the date of grant.

During the six months ended June 30, 2026, the Company granted PSUs to employees that vest over athree-year service period and are subject to a performance condition. There wereno PSUs with performance conditions granted during the three months ended June 30, 2026. Compensation expense for these awards is recognized when it is probable that the performance condition will be achieved, and over the requisite service period based on the Company’s current estimate of expected payout. As of June 30, 2026, the unrecognized compensation cost was $23.4 million, which is expected to be recognized over approximately 2.75 years. During the three and six months ended June 30, 2025, the Company didnot have any such PSUs.

Fair Value of Financial Instruments

The Company defines fair value as the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The Company follows accounting guidance that has a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of the asset or liability as of the measurement date. Instruments with readily available actively quoted prices, or for which fair value can be measured from actively quoted prices in an orderly market, will generally have a higher degree of market price transparency and a lesser degree of judgment used in measuring fair value. The three levels of the hierarchy are defined as follows:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2—Include other inputs that are directly or indirectly observable in the marketplace; and

Level 3—Unobservable inputs which are supported by little or no market activity.

As of June 30, 2026 and December 31, 2025, the fair values of cash and cash equivalents, trade accounts receivable, net, and trade accounts payable, approximated their carrying amounts due to the short maturities of these instruments. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of deposits held at financial institutions and money market funds. As of June 30, 2026 and December 31, 2025, the fair value of the Company’s long-term debt approximated its carrying value, excluding the effect of unamortized debt discount, as it is based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs).

The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy as of the periods presented (in thousands):

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company maintains the majority of its cash balances at multiple financial institutions that management believes are of high-credit-quality and financially stable. Cash is deposited with major financial institutions in excess of Federal Deposit Insurance Corporation insurance limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company provides credit, in the normal course of business, to international and domestic distributors as well as certain customers, which are geographically dispersed. The Company attempts to limit its credit risk by performing ongoing credit evaluations of its customers and maintaining adequate allowances for potential credit losses.

The following table summarizes revenue from each of our customers who individually accounted for 10% or more of our total revenue or accounts receivable for the periods presented:

*Less than 10%

For the three and six months ended June 30, 2026, substantially all of the revenue recorded for Pfizer, Inc. was generated by the TriLink segment.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses(“ASU 2024-03”). This ASU amends existing income statement disclosure guidance, primarily requiring more detailed disclosure for expenses. ASU 2024-03 is effective for the Company for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments can be applied on either a prospective basis or retrospective basis. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

2. Acquisitions

Molecular Assemblies

On January 23, 2025, the Company completed the acquisition of assets from Molecular Assemblies, Inc. (“Molecular”) for a total purchase consideration of $11.2 million.

Pursuant to the Molecular Assemblies Asset Purchase Agreement (the “Molecular APA”), the Company maintained an indemnity and adjustment holdback of $2.0 million for the purpose of providing security against any adjustments to the amounts at closing. The indemnity holdback period extended to the later ofsix months from the closing date or when Molecular met certain conditions, as defined in the Molecular APA, related to the wind down of Molecular. The indemnity holdback period expired during the third quarter of 2025, and consequently, the $2.0 million holdback amount was fully paid to the Molecular sellers.

Revenue and earnings from the assets acquired from Molecular included in the Company’s condensed consolidated statements of operations since the date of acquisition were immaterial.

No pro forma revenue or earnings information for the three and six months ended June 30, 2026 and 2025 has been presented as the impact was determined not to be material to the Company’s condensed consolidated revenue and net loss for the respective periods.

Officinae Bio

On February 21, 2025, the Company completed the acquisition of the DNA and RNA business of Officinae Bio (“Officinae”) for a total purchase consideration of $15.1 million.

Pursuant to the Officinae Securities Purchase Agreement (the “Officinae SPA”) between the Company and sellers of Officinae, additional payments to the sellers of Officinae are dependent upon certain milestones and meeting or exceeding defined revenue targets through December 31, 2028 (the “Officinae Contingent Consideration”). The Officinae SPA provides for a total maximum Officinae Contingent Consideration of $35.0 million, with $5.0 million of such contingent consideration payable in cash upon the achievement of a certain integration milestone (the “Milestone Consideration”) and up to an additional $30.0 million payable in a mix of cash and shares of the Company’s Class A common stock, such mix to be mutually agreed at the time of any payout, upon the achievement of certain revenue and license milestones (the “Earnout Considerations”). The Milestone Consideration was recorded as contingent consideration and was included as part of the purchase consideration.

During the third quarter of 2025, the Company determined the conditions for payment were satisfied and paid the Milestone Consideration amount of$5.0 million to the sellers of Officinae. The Earnout Considerations had no probability of achievement and the fair value at the acquisition date and at June 30, 2026 could not be reasonably estimated.

Revenue and earnings from Officinae included in the Company’s condensed consolidated statements of operations since the date of acquisition were immaterial.

No pro forma revenue or earnings information for the three and six months ended June 30, 2026 and 2025 has been presented as the impact was determined not to be material to the Company’s condensed consolidated revenue and net loss for the respective periods.

3. Restructuring

In August 2025, the Company implemented a corporate realignment plan (the “2025 Corporate Realignment Plan”) that included the termination of approximately 25% of the Company’s workforce, a phased reduction of the Company’s facilities footprint, and other actions designed to significantly reduce operating costs and focus our resources on projects that we believe will deliver sustainable long-term growth, including improving our e-commerce presence. The reduction in force was substantially completed as of November 4, 2025, following the end of the sixty-day notification period required by the Worker Adjustment and Retraining Notification Act (the “WARN Act”). The Company anticipates completion of the 2025 Corporate Realignment Plan by the end of the third quarter of 2026.

For the three months ended June 30, 2026, restructuring charges were not significant. The Company’s restructuring charges by segment and unallocated corporate costs, which are recorded as restructuring expenses on the condensed consolidated statements of operations, were as follows (in thousands):

The following table summarizes the activity for accrued restructuring costs, which is recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets, as of the periods presented (in thousands):

The Company is currently unable to reasonably estimate certain costs associated with the phased reduction of its facilities. Additional costs, which could be material, may be incurred as the Company implements and progresses through the phases of its restructuring plan.

4. Balance Sheet Components

Inventory

Inventory consisted of the following as of the periods presented (in thousands):

5. Commitments and Contingencies

Unconditional Purchase Obligations

In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers to purchase products and services. These purchase obligations are enforceable, legally binding agreements and specify terms that include provisions with respect to quantities, pricing and timing of purchases.

Amounts purchased under these obligations were nominal and $0.3 million for the three and six months ended June 30, 2026. Amounts purchased under these obligations totaled $1.9 million and $3.0 million for the three and six months ended June 30, 2025.

As of June 30, 2026, future minimum commitments under these obligations totaled $4.4 million, of which $0.4 million is scheduled to be spent within the next 12 months, and $4.0 million is scheduled to be spent between one and more than ten years in the future.

Legal Proceedings

In addition to the proceedings described below, the Company is involved in various legal proceedings arising in the normal course of business. The Company accrues for a loss contingency when it determines that it is probable, after consultation with counsel, that a liability has been incurred and the amount of such loss can be reasonably estimated. As of the date of this report, none of such loss contingencies, either individually or in the aggregate, are expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

On March 3, 2025, a purported stockholder filed a putative class action lawsuit against the Company and certain former officers of the Company in the United States District Court for the Southern District of California, captioned Nelson v. Maravai Lifesciences Holdings, Inc., et al. (the “Securities Class Action”). The court dismissed the Securities Class Action with prejudice in February 2026, and entered judgment in favor of the Company and its former officers.

On each of June 20, 2025, and July 16, 2025, separate purported stockholder derivative lawsuits were filed and later consolidated in the United States District Court for the Southern District of California for the benefit of the Company as the nominal defendant, captioned Mercer v. Martin, et al. and Husurianto v. Martin, et al., respectively (the “Derivative Actions”). Pursuant to a joint motion by the parties, the court dismissed the Derivative Actions without prejudice in March 2026.

6. Long-Term Debt

2026 Credit Agreement

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.

In connection with the termination of the Prior Credit Agreement, the Company issued a cash-collateralized letter of credit of $0.5 million related to a lease, which is classified as restricted cash and is included in other current assets on the Condensed Consolidated Balance Sheet as of June 30, 2026, as the letter of credit is expected to expire within the next twelve months.

Borrowings under the 2026 Credit Agreement bear interest, at the Company's option, at either (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00% per annum or (ii) an alternate base rate plus 4.00% per annum, with a 0.25% stepdown available for any period if the consolidated first lien net leverage ratio of the Borrower is equal to or less than 3.00 to 1.00. The Term SOFR is subject to a floor of 0.75%. From the effective date of the 2026 Credit Agreement until delivery of the first compliance certificate and related financial statements, the applicable margin is 5.00% per annum for Term SOFR borrowings and 4.00% per annum for alternate base rate borrowings. Thereafter, the applicable margin is based on the Company's senior secured first lien net leverage ratio and ranges from 4.75% to 5.00% per annum for Term SOFR borrowings and from 3.75% to 4.00% per annum for alternate base rate borrowings.

Borrowings under the 2026 Credit Agreement are guaranteed by Maravai Topco Holdings, LLC and certain subsidiaries of the Company and are secured by a first-priority lien on substantially all assets of the borrower and the guarantors, in each case subject to customary exceptions.

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.

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.

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.

In connection with the repayment of all amounts outstanding under the Prior Credit Agreement and the termination of the Prior Credit Agreement, including the related term loan facility, revolving credit facility, related guarantees and security interests, the Company recorded losses on extinguishment of debt of $3.0 million and $3.4 million during the three and six months ended June 30, 2026, respectively, primarily related to the write-offs of unamortized debt issuance costs and original issue discount associated with the prior term loan, deferred financing costs related to the prior revolving credit facility, and related lender and legal fees.

In connection with the 2026 Credit Agreement, the Company capitalized debt issuance costs and original issue discount of $2.9 million. Unamortized debt issuance costs and original issue discount related to the 2026 Term Loan are presented as a direct deduction from the carrying amount of long-term debt, while unamortized debt issuance costs related to the 2026 Revolving Credit Facility are recorded within other assets in the accompanying condensed consolidated balance sheet as of June 30, 2026. As of June 30, 2026, unamortized issuance costs related to the 2026 Revolving Credit Facility totaled $0.6 million and are included within other assets on the condensed consolidated balance sheet.

The Company's long-term debt consisted of the following as of the periods presented (in thousands):

There were no borrowings under the 2026 Revolving Credit Facility or the Prior Revolving Credit Facility as of June 30, 2026 and December 31, 2025, respectively. The Company is required to pay a commitment fee of 0.50% per annum on the daily average unused portion of the 2026 Revolving Credit Facility, payable quarterly.

As of June 30, 2026, the aggregate future principal maturities of the Company's debt obligations based on contractual due dates were as follows (in thousands):

7. Net Loss Per Class A Common Share Attributable to Maravai LifeSciences Holdings, Inc.

Basic net loss per Class A common share has been calculated by dividing net loss for the period, adjusted for net loss attributable to non-controlling interests, by the weighted average number of Class A common shares outstanding during the period. In periods in which the Company reports a net loss attributable to Maravai LifeSciences Holdings, Inc., diluted net loss per Class A common share attributable to the Company is the same as basic net loss per Class A common share attributable to the Company, since dilutive equity instruments are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to Maravai LifeSciences Holdings, Inc. during the three and six months ended June 30, 2026 and 2025.

The following table presents the computation of basic and diluted net loss per Class A common share attributable to the Company for the periods presented (in thousands, except per share amounts):

Shares of Class B common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, a separate presentation of basic and diluted net loss per share for Class B common stock under the two-class method has not been presented.

The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive for the periods presented (in thousands):

Shares underlying contingently issuable awards that have not met the necessary conditions as of the end of a reporting period are not included in the calculation of diluted net loss per Class A common share attributable to the Company for that period. The Company had contingently issuable performance stock units outstanding that did not meet the market conditions as of June 30, 2026 and 2025 and, therefore, were excluded from the calculation of diluted net loss per Class A common share attributable to the Company. The maximum number of potentially dilutive shares that could be issued upon vesting for such awards was 3.3 million as of June 30, 2026 and 3.3 million as of June 30, 2025. These share amounts were excluded from the potentially dilutive securities in the table above.

8. Income Taxes

The Company is subject to U.S. federal, state and foreign income taxes with respect to its allocable share of any taxable income or loss of Topco LLC, as well as any stand-alone income or loss we generate. Topco LLC is organized as a limited liability company and treated as a partnership for U.S. federal tax purposes and generally does not pay income taxes on its taxable income in most jurisdictions. Instead, Topco LLC’s taxable income or loss is passed through to its members, including us.

The following table summarizes the Company’s income tax expense (benefit) and effective tax rate for the periods presented (in thousands, except percentages):

The Company’s effective tax rate of 0.8% and 1.1% for the three and six months ended June 30, 2026, respectively, differed from the U.S. federal statutory income tax rate of 21.0%, primarily due to loss associated with non-controlling interest and the valuation allowance recorded against the Company’s deferred tax assets.

The Company’s effective tax rate of 5.8% and 3.3% for the three and six months ended June 30, 2025, respectively, differed from the U.S. federal statutory income tax rate of 21.0%, primarily due to loss associated with non-controlling interest, the valuation allowance recorded against the Company’s deferred tax assets, and the release of a previous uncertain tax position due to statute of expiration.

As of June 30, 2026 and December 31, 2025, the Company had $1.1 million and $1.0 million, respectively, of unrecognized tax benefits, all of which would affect the effective tax rate if recognized. The Company recognizes interest related to uncertain tax benefits as a component of income tax expense (benefit), which was immaterial during the three and six months ended June 30, 2026 and 2025.

Tax Distributions to Topco LLC’s Unit Holders

The LLC Operating Agreement has numerous provisions related to allocations of income and loss, as well as timing and amounts of distributions to Topco LLC’s unit holders. This agreement also includes a provision requiring cash distributions enabling Topco LLC’s unit holders to pay their taxes on income passing through from Topco LLC. These tax distributions are computed based on an assumed income tax rate equal to the sum of (i) the maximum combined marginal U.S. federal and state income tax rate applicable to an individual and (ii) the net investment income tax. The assumed income tax rate currently totals 46.7%, which may increase to 54.1% in certain cases where the qualified business income deduction is unavailable.

In addition, Topco LLC is subject to entity level taxation in certain states and certain of its subsidiaries are subject to entity level U.S. and foreign income taxes. As a result, the accompanying condensed consolidated statements of operations include income tax expense related to those states and to U.S. and foreign jurisdictions where Topco LLC or any of our subsidiaries are subject to income tax.

During the three and six months ended June 30, 2026 and 2025, Topco LLC didnot pay any tax distributions to its unit holders.

As of June 30, 2026, no amounts for tax distributions had been accrued.

9. Related Party Transactions

MLSH 1 is controlled by investment entities affiliated with GTCR. The Company’s General Counsel is an officer of MLSH 1 and MLSH 2.

Payable to Related Parties Pursuant to the Tax Receivable Agreement

We are a party to a TRA with MLSH 1 and MLSH 2. The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85% of the amount of certain tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the Organizational Transactions, the IPO and any subsequent purchases or exchanges of LLC Units. The Company expects to benefit from the remaining 15% of any cash tax savings that it realizes.

We recognize the amount of TRA payments expected to be paid within the next 12 months and classify this amount as current. This determination is based on our taxable income for the year ended December 31, 2025. As of June 30, 2026, there wasno current liability under the TRA.

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. There have been no changes to our position set forth in the 2025 Form 10-K. 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 the Company’s Annual Report on Form 10-K for the year ending December 31, 2026 when such impacts are determinable.

As of June 30, 2026 and December 31, 2025, there wereno liabilities outstanding under the TRA.

During the three and six months ended June 30, 2026 and 2025, no payments were made to MLSH 1 or MLSH 2 pursuant to the TRA.

Topco LLC Operating Agreement

MLSH 1 is party to the LLC Operating Agreement put in place at the date of the Organizational Transactions. This agreement includes a provision requiring cash distributions enabling Topco LLC’s unit holders to pay their taxes on income passing through from Topco LLC. During the three and six months ended June 30, 2026 and 2025, no such cash distributions were made for tax liabilities to MLSH 1 under this agreement.

10. Segments

The Company’s financial performance is reported intwo segments. A description of each segment follows:

•TriLink: focuses on the development, manufacturing and sale of highly modified nucleic acids and enzymes to support the needs of customers’ research, therapeutic and vaccine programs. In addition to catalog and custom products, the business provides contract development and manufacturing (“CDMO”) services, including process development, scale-up, and GMP production for clinical and commercial applications. This segment also provides research products for labeling and detecting proteins in cells and tissue samples.

•Cygnus: focuses on the development, manufacturing and sale of host cell protein, bioprocess impurity detection, viral clearance prediction kits and associated products. This segment also provides services for custom antibody development, assay development, antibody affinity extraction and mass spectrometry that are utilized by our customers in their biologic drug manufacturing spectrum.

The Company defines adjusted earnings before interest, tax, depreciation and amortization ("Adjusted EBITDA") as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that the Company does not consider in its evaluation of ongoing operating performance from period to period, and has determined that Adjusted EBITDA is the profit or loss measure that the Company's chief operating decision maker ("CODM") uses 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. The CODM reviews segment performance along with forecasts and other non-financial information in our annual budgeting process. Corporate costs are managed on a standalone basis and are not allocated to segments.

The following schedules include revenue, expenses, and Adjusted EBITDA for each of the Company’s reportable segments for the periods presented (in thousands):

(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.

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

(3)For the three and six months ended June 30, 2026, stock-based compensation benefit wasnominal 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.

(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.

There was immaterial intersegment revenue during the three and six months ended June 30, 2026 and 2025.

The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources.