MARAVAI LIFESCIENCES HOLDINGS, INC.

Previous wording

As of June 30, 2026, we employed a team of 415 full-time employees, approximately 26% of whom have advanced degrees.

Current wording

As of September 30, 2026, we employed a team of 410 full-time employees, approximately 25% 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 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.

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 64.0% and 59.0% for the three and nine months ended September 30, 2026, respectively. The percentage of our total revenue derived from customers in North America was 60.1% and 62.5% for the three and nine months ended September 30, 2025, respectively.

Previous 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.

Current wording

We generated revenue of $45.9 million and $163.1 million for the three and nine months ended September 30, 2026 and $41.6 million and $135.9 million for the three and nine months ended September 30, 2025, respectively.

Previous wording

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 wording

Cygnus: $17.5 million and $52.6 million for the three and nine months ended September 30, 2026, respectively, and $16.3 million and $50.7 million for the three and nine months ended September 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 $3.7 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.

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 $3.4 million and $11.0 million for the three and nine months ended September 30, 2026, and $3.8 million and $13.6 million for the three and nine months ended September 30, 2025, respectively. We intend to continue investing in research and development to support our customers’ demand for innovation.

Previous wording

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 wording

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 the Prior Credit Agreement and terminated the Prior Credit Agreement, including the related term loan facility, revolving credit facility, and 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.

Previous 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.

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 or third quarters 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, nor do we currently have any binding orders for such programs for 2027.

Previous 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.

Current wording

Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $45.9 million and $163.1 million for the three and nine months ended September 30, 2026, and $41.6 million and $135.9 million for the three and nine months ended September 30, 2025, respectively, through the following segments: (i) TriLink and (ii) Cygnus.

Previous wording

Our TriLink segment focuses on the development, manufacturing and sale of highly modified nucleic acids products to support the needs of customers’ research, therapeutic and vaccine programs. In addition to catalog and custom products, the business provides CDMO services, including process development, scale-up, and GMP production of nucleic acids for clinical applications. This segment also provides research products for oligonucleotide synthesis, modification, labeling and purification.

Current wording

Our TriLink segment focuses on the development, manufacturing and sale of highly modified nucleic acid products to support the needs of customers’ research, therapeutic and vaccine programs. In addition to catalog and custom products, the business provides CDMO services, including process development, scale-up, and GMP production of nucleic acids for clinical applications. This segment also provides research products for oligonucleotide synthesis, modification, labeling and purification.

Previous wording

Cost of revenue associated with our products primarily consists of manufacturing related costs incurred in the production process, including personnel and related costs, stock-based compensation expense, 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, production overhead, packaging and delivery costs, 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

Our selling, general and administrative expenses primarily consist of salaries, benefits and stock-based compensation expense for our employees in our commercial sales functions, marketing, executive, accounting and finance, legal and human resource functions as well as travel expenses, professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated costs, including facilities, information technology and amortization of intangibles.

Current wording

Our selling, general and administrative expenses primarily consist of salaries, benefits and stock-based compensation expense for our employees in our commercial sales, marketing, executive, accounting and finance, legal and human resource functions as well as travel expenses, professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated costs, including facilities, information technology and amortization of intangibles.

Previous wording

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

Current wording

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

Previous wording

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 wording

TriLink revenue increased 11.8% from the three months ended September 30, 2025 to the three months ended September 30, 2026. The increase in TriLink revenue was primarily driven by increased demand for research use only (RUO) raw materials and catalog mRNA used in drug discovery (Discovery mRNA) and GMP products used in clinical trials (GMP consumables), as well as strength from our CDMO business.

Previous 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.

Current wording

Cygnus revenue increased by 7.5% from the three months ended September 30, 2025 to the three months ended September 30, 2026. The increase was driven by increased demand for Host Cell Protein (HCP) and ELISA kits.

Previous 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.

Current wording

TriLink revenue increased by 29.7% comparing the nine months ended September 30, 2025 to the nine months ended September 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 12.9% year-over-year with increased demand for both Discovery mRNA and GMP consumables.

Previous wording

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 wording

Cygnus revenue increased by 3.8% from the nine months ended September 30, 2025 to the nine months ended September 30, 2026. The increase was driven by demand for HCP and ELISA kits.

Previous 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.

Current wording

Cost of revenue decreased by 17.6% from the three months ended September 30, 2025 to the three months ended September 30, 2026. The decrease was driven by a $2.7 million decrease in direct product costs, supplies and materials, and external services due to the product mix and expense management. There was also a $1.3 million decrease in personnel expenses, a $0.9 million decrease in facilities costs, a $0.7 million decrease in amortization, a $0.6 million decrease in stock-based compensation, and a $0.1 million decrease in IT costs. These decreases were primarily driven by the 2025 Corporate Realignment Plan.

Previous 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.

Current wording

Gross profit margin increased by 2,170 basis points from the three months ended September 30, 2025 to the three months ended September 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

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 wording

Cost of revenue decreased by 19.3% from the nine months ended September 30, 2025 to the nine months ended September 30, 2026. The decrease was driven by a $10.9 million decrease in direct product costs, supplies and materials, and external services due to the product mix and expense management, and inventory write-offs and yield losses in the prior year. There was also a $3.9 million decrease in personnel expenses, a $2.5 million decrease in facilities costs, a $2.3 million decrease in stock-based compensation expense, a $2.0 million decrease in amortization, a $0.3 million decrease in depreciation, and a $0.2 million decrease in IT costs. These decreases were primarily driven by the 2025 Corporate Realignment Plan.

Previous wording

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 wording

Gross profit margin increased by 2,760 basis points from the nine months ended September 30, 2025 to the nine months ended September 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 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.

Current wording

Selling, general and administrative expenses decreased by 14.0% from the three months ended September 30, 2025 to the three months ended September 30, 2026. The decrease was primarily due to a $2.6 million decrease in professional services fees, a $1.8 million decrease in personnel expenses, a $0.9 million decrease in marketing expenses, a $0.7 million decrease in facilities costs, a $0.7 million decrease in depreciation, a $0.3 million decrease in IT expenses, and a $0.2 million decrease in other corporate expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan. The decreases were partially offset by an increase of $2.2 million in stock-based compensation expense due to performance stock units granted in the first quarter of 2026.

Previous wording

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 wording

Selling, general and administrative expenses decreased by 19.4% from the nine months ended September 30, 2025 to the nine months ended September 30, 2026. The decrease was primarily due to a $10.4 million decrease in personnel expenses, a $7.3 million decrease in professional services fees, a $3.2 million decrease in marketing expenses, a $2.6 million decrease in facilities costs, a $2.0 million decrease in depreciation, a $1.3 million decrease in other corporate expenses, and a $0.7 million decrease in IT expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan. The decreases were partially offset by an increase of $5.4 million in stock-based compensation expense due to performance stock units granted in the first quarter of 2026.

Previous 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.

Current wording

Research and development expenses decreased by 11.8% from the three months ended September 30, 2025 to the three months ended September 30, 2026. The decrease was primarily driven by a $0.2 million decrease in stock-based compensation expense, a $0.2 million decrease in personnel expenses, and a $0.1 million decrease in supplies and materials. These decreases were primarily driven by the 2025 Corporate Realignment Plan.

Previous wording

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 wording

Research and development expenses decreased by 19.3% from the nine months ended September 30, 2025 to the nine months ended September 30, 2026. The decrease was primarily driven by a $1.2 million decrease in stock-based compensation expense, a $0.8 million decrease in personnel expenses, a $0.6 million decrease in supplies and materials. and a $0.4 million decrease in consulting services. These decreases were primarily driven by the 2025 Corporate Realignment Plan. This was partially offset by an increase of $0.4 million in facilities expenses.

Previous wording

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 wording

During the nine months ended September 30, 2025, we recorded goodwill impairment of $42.9 million within our TriLink segment. During the nine months ended September 30, 2026, no goodwill impairment was recorded.

Previous 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.

Current wording

Total other expense decreased 16.1% from the three months ended September 30, 2025 compared to the three months ended September 30, 2026. This was due to a $2.8 million decrease in interest expense, which was primarily due to 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 and revolving credit facility, as part of the June 2026 debt refinancing. In addition, there was a $2.2 million decrease in interest income earned on our short-term investments in money market funds, which was used for the debt repayment.

Previous wording

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 wording

Total other expense decreased 6.2% from the nine months ended September 30, 2025 compared to the nine months ended September 30, 2026. The decrease was driven by a $5.9 million decrease in interest expense, which was primarily due to the voluntary prepayment of principal on the Prior Term Loan in February 2026, 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 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 $5.4 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 nine months ended September 30, 2026.

Previous wording

Management has determined that adjusted earnings before interest, tax, depreciation and amortization is the profit or loss measure used to make resource allocation decisions and evaluate segment performance. Adjusted EBITDA assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the Company’s core operations and, therefore, are not included in measuring segment performance. Our CODM reviews segment performance along with forecasts and other non-financial information in our annual budgeting process. We define Adjusted EBITDA as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period. Corporate costs are managed on a standalone basis and are not allocated to segments.

Current wording

Management has determined that adjusted earnings before interest, tax, depreciation and amortization is the profit or loss measure used to make resource allocation decisions and evaluate segment performance. Adjusted EBITDA assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the Company’s core operations and, therefore, are not included in measuring segment performance. Our CODM reviews segment performance along with forecasts and other non-financial information in determining how to allocate resources. We define Adjusted EBITDA as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period. Corporate costs are managed on a standalone basis and are not allocated to segments.

Previous 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.

Current wording

(3)For the nine months ended September 30, 2026 stock-based compensation benefit was $(0.2) million primarily related to forfeited stock awards in connection with the 2025 Corporate Realignment Plan is included in the stock-based compensation line item. For the three months ended September 30, 2026, there was no such stock-based compensation benefit amount. For the three and nine months ended September 30, 2025, stock-based compensation expense of $0.5 million related to forfeited stock awards in connection with the 2025 Corporate Realignment Plan is included in the stock-based compensation line item. For the three and nine months ended September 30, 2026, there was a nominal amount of depreciation expense primarily related to the 2025 Corporate Realignment Plan is included in the depreciation line item. For the three and nine months ended September 30, 2025, there was no restructuring related depreciation expense.

Previous 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.

Current wording

(4)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

(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 wording

(5)Refers to costs associated with the Executive Leadership Transition that occurred in June 2025, including severance and legal costs. For the nine months ended September 30, 2025, stock-based compensation benefit of $(3.3) million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included on the stock-based compensation line item. For the three and nine months ended September 30, 2026 and three months ended September 30, 2025, there was no such stock-based compensation benefit amount.

Previous wording

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

Current wording

There was immaterial intersegment revenue during the three and nine months ended September 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 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.

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 $0.7 million and $2.2 million for the three and nine months ended September 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 September 30, 2026. The remaining expenses incurred in 2026 reflect the impact to cost of revenue for the retention bonuses previously capitalized into inventory as the inventory is sold.

Previous 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.

Current wording

(8)Refers to restructuring costs associated with the 2025 Corporate Realignment Plan. For the nine months ended September 30, 2026, stock-based compensation benefit of ($0.2 million) related to forfeited stock awards is included in the stock-based compensation line item. For the three months ended September 30, 2026 there was no such stock-based compensation benefit amount. For the three and nine months ended September 30, 2025, stock-based compensation expense of $0.5 million related to forfeited stock awards in connection with the 2025 Corporate Realignment Plan is included in the stock-based compensation line item. For the three and nine months ended September 30, 2026, there was a nominal amount of depreciation expense primarily related to the 2025 Corporate Realignment Plan is included in the depreciation line item. For the three and nine months ended September 30, 2025, there was no restructuring related depreciation expense.

Previous wording

(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 wording

(9)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.

Previous 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.

Current wording

As of September 30, 2026, investment entities affiliated with GTCR collectively controlled approximately 50.3% 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

We are also a party to the TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 9 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q). The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, from exchanges of LLC Units (together with the corresponding shares of Class B common stock) for Class A common stock, as a result of (i) certain increases in the tax basis of assets of Topco LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes of the entities acquired from MLSH 1 and MLSH 2 in connection with the Organizational Transactions, Topco LLC and subsidiaries of Topco LLC that existed prior to the IPO, and (iii) certain other tax benefits related to our entering into the TRA, including tax benefits attributable to payments that we make under the TRA (collectively, the “Tax Attributes”). Payment obligations under the TRA are not conditioned upon any Topco LLC unitholders maintaining a continued ownership interest in us or Topco LLC, and the rights of MLSH 1 and MLSH 2 under the TRA are assignable. There is no stated term for the TRA, and the TRA will continue until all tax benefits have been utilized or expired unless we exercise our right to terminate the TRA for an agreed-upon amount.

Current wording

We are also a party to the TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 10 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q). The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, from exchanges of LLC Units (together with the corresponding shares of Class B common stock) for Class A common stock, as a result of (i) certain increases in the tax basis of assets of Topco LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes of the entities acquired from MLSH 1 and MLSH 2 in connection with the Organizational Transactions, Topco LLC and subsidiaries of Topco LLC that existed prior to the IPO, and (iii) certain other tax benefits related to our entering into the TRA, including tax benefits attributable to payments that we make under the TRA (collectively, the “Tax Attributes”). Payment obligations under the TRA are not conditioned upon any Topco LLC unit holders maintaining a continued ownership interest in us or Topco LLC, and the rights of MLSH 1 and MLSH 2 under the TRA are assignable. There is no stated term for the TRA, and the TRA will continue until all tax benefits have been utilized or expired unless we exercise our right to terminate the TRA for an agreed-upon amount.

Previous wording

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 wording

As of September 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 nine months ended September 30, 2026 and 2025. For additional information regarding the TRA and related party transactions, see Note 10 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Previous wording

As of June 30, 2026, we had cash and cash equivalents of $70.1 million and an accumulated deficit of $6.0 million.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $73.0 million and an accumulated deficit of $19.9 million.

Previous 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.

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 September 30, 2026 and December 31, 2025, no TRA payments or tax distributions to MLSH 1 were made or accrued during the three and nine months ended September 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 9 and Note 10 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.