MARAVAI LIFESCIENCES HOLDINGS, INC. (MRVI)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of financial condition and results of operations together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. This discussion and analysis reflects our historical results of operations and financial position and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Please also see the section entitled “Special Note Regarding Forward-Looking Statements.” Unless otherwise noted or the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc. and its subsidiaries.

Overview

We are a life sciences company that provides products and services supporting the development and manufacture of drug therapies, diagnostics, vaccines and cell and gene therapies. Our customers include biopharmaceutical companies, emerging biopharmaceutical, life sciences research companies, academic research institutions and diagnostics companies.

Our product offerings support key phases of biopharmaceutical development and manufacturing and include complex nucleic acids and enzymes for therapeutic and diagnostic applications, and immunoassay, qPCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products.

We manage and evaluate our operations through two reportable segments: TriLink and Cygnus.

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

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

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.

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.

Revenue by reportable segment was as follows:

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.

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.

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

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.

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.

Debt Refinancing

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

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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.

Trends and Uncertainties

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.

How We Assess Our Business

We consider a variety of financial and operating measures in assessing the performance of our business. The key measures we use to determine how our business is performing are revenue and Adjusted EBITDA.

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.

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.

Adjusted EBITDA is a non-GAAP measure and, therefore, may have limitations as an analytical tool, so it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations that Adjusted EBITDA does not reflect include:

•all expenditures or future requirements for capital expenditures or contractual commitments;

•changes in our working capital needs;

•provision for income taxes, which may be a necessary element of our costs and ability to operate;

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

•the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations.

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

Components of Results of Operations

Revenue

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.

TriLink Segment

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.

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Cygnus Segment

Our Cygnus segment focuses on the development, manufacturing and sale of biologics safety and impurity tests and assay development services that are utilized by our customers in their biologic drug manufacturing activities.

Cost of Revenue

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.

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.

Operating Expenses

Selling, General and Administrative

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.

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.

Research and Development

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.

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.

Goodwill Impairment

Goodwill impairment is recorded in connection with the impairment testing of our goodwill and is performed at least annually and more frequently if changes in facts and circumstances indicate that the fair value of our reporting units may be less than the carrying amount.

Restructuring

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

Other Income (Expense)

Interest Expense

Interest expense consists of interest costs and the related amortization of the debt discount

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of financial condition and results of operations together with our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis reflects our historical consolidated results of operations and financial position, and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A. “Risk Factors.” Please also see the section titled “Special Note Regarding Forward Looking Statements.” Unless otherwise noted or the context otherwise requires, references in this Annual Report on Form 10-K to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc. and its subsidiaries.

This discussion and analysis generally addresses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024. Discussions of 2023 items and year-over-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our 2024 Annual Report on Form 10-K filed with the SEC on March 18, 2025.

Overview

We are a life sciences company that provides products and services supporting the development and manufacture of drug therapies, diagnostics, vaccines and cell and gene therapies. Our customers include biopharmaceutical companies, emerging biopharmaceutical, life sciences research companies, academic research institutions and diagnostics companies.

Our product offerings support key phases of biopharmaceutical development and manufacturing and include complex nucleic acids and enzymes for therapeutic and diagnostic applications, and immunoassay, qpCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products.

We manage and evaluate our operations through two reportable segments: TriLink and Cygnus.

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.

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.

During fiscal year 2025, we renamed our reportable segments from Nucleic Acid Production and Biologics Safety Testing to TriLink and Cygnus. This change reflects updated segment naming to better align with our internal brand and operating terminology. There were no changes to the composition of our reportable segments, the nature of the products and services offered, or the manner in which the CODM evaluates the Company’s operating performance or allocates resources. Prior-period segment information has been recast to conform to the current presentation.

During fiscal year 2025, we implemented a restructuring plan designed to better align our cost structure and operations with current market conditions and our strategic priorities. The restructuring included workforce reductions and operational streamlining initiatives and resulted in restructuring charges during the year. See “Results of Operations” below for additional discussion of the financial impacts of the restructuring.

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

As of December 31, 2025, we employed a team of over 435 full-time employees, approximately 26% of whom have advanced degrees.

We primarily utilize a direct sales model in North America. International sales, primarily in Europe and the Asia Pacific-region, are generated through a combination of direct sales and third-party distributors. The percentage of our total revenue derived from customers in North America was 60.5% and 49.0% for the years ended December 31, 2025 and 2024, respectively.

We generated total revenue of $185.7 million and $259.2 million for the years ended December 31, 2025 and 2024, respectively.

Revenue by reportable segment was as follows:

TriLink: $119.8 million in 2025 and $196.3 million in 2024.

Cygnus: $ $66.0 million in 2025 and $62.8 million in 2024.

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

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Selling, general, and administrative expenses were $145.1 million and $161.8 million for the years ended December 31, 2025 and 2024, respectively.

Our research and development efforts are focused on developing new products, technologies and services to meet our customers’ needs. Research and development expenses were $17.4 million and $19.2 million for the years ended December 31, 2025 and 2024, respectively. We intend to continue investing in research and development to support our customers’ demand for innovation.

2025 and Recent Developments

Acquisition of Molecular Assemblies

In January 2025, we completed the acquisition of assets from Molecular Assemblies, Inc. (“Molecular”) expanding TriLink’s ability to enable customers to develop next-generation mRNA and clustered regularly interspaced short palindromic repeats nucleic acid-based therapies, for a total purchase consideration of $11.2 million. See Note 2 to our consolidated financial statements for additional information.

Acquisition of Officinae Bio

In February 2025, we completed the acquisition of the DNA and RNA business of Officinae Bio (“Officinae”), a privately held technology company with a proprietary digital platform designed with artificial intelligence and machine learning capabilities to support the biological design of therapeutics. We acquired Officinae for a total purchase consideration of $15.1 million. See Note 2 to our consolidated financial statements for additional information.

Executive Leadership Transition

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

2025 Corporate Realignment Plan

Following the Executive Leadership Transition, we began conducting a comprehensive strategic review of our business operations and resource requirements. In August 2025, we implemented a corporate realignment plan (the “2025 Corporate Realignment Plan”) that included the termination of approximately 25% of the Company’s workforce, a 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 WARN Act. The Company is implementing the remaining aspects of the 2025 Corporate Realignment Plan using a phased approach, with completion anticipated by the end of the third quarter of 2026.

During the year ended December 31, 2025, we incurred restructuring costs of $19.5 million, primarily related to severance and other employee-related costs, asset impairments, and professional fees.

The 2025 Corporate Realignment Plan was anticipated to lower our annualized expenses by more than $50.0 million, through reductions in headcount and non-headcount-related expenses. Since implementing the 2025 Corporate Realignment Plan, we have identified even greater savings and now anticipate we will lower our annualized expenses by more than $65.0 million.

We are currently unable to estimate the total costs associated with the phased reduction of our facilities. These costs may include, but are not limited to, losses on subleases, contract termination fees, additional asset impairments, losses on the sale or disposal of equipment or other long-lived assets, professional fees and other costs and fees pertaining to the consolidation, closure, or disposition of facilities. Additional costs, which could be material, may be incurred as we implement and progress through the phases of our restructuring plan.

See Note 3 to our consolidated financial statements for additional information.

Goodwill Impairment

In connection with preparing our financial statements for the first quarter of 2025, we performed a quantitative impairment test on the TriLink BioTechnologies reporting unit in response to impairment indicators identified during the period. The indicators of impairment primarily related to our long-term forecast which reflected lower projected near term revenues due to lower demand in research and discovery products within the TriLink BioTechnologies reporting unit and slower than expected transition to new mRNA clinical trials as customers prioritize existing programs and more conservatively invest in new

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programs as the result of macroeconomic pressures. Based on our interim quantitative assessment, we concluded that the TriLink BioTechnologies reporting unit had a carrying value that exceeded its estimated fair value. As a result, during the first quarter of 2025, we recorded goodwill impairment of $12.4 million on the consolidated statements of operations, which represented the entire remaining goodwill balance for the TriLink BioTechnologies reporting unit.

In connection with preparing our financial statements for the second quarter of 2025, we performed a quantitative impairment test on the Alphazyme reporting unit in response to impairment indicators identified during our forecast process. As of June 30, 2025, our long-term forecast reflected lower projected revenues within our Alphazyme reporting unit due to lower anticipated demand in enzyme products. Based on our interim quantitative impairment assessment, we concluded that the Alphazyme reporting unit had a carrying value that exceeded its estimated fair value. As a result, we recorded goodwill impairment of $30.4 million on the consolidated statements of operations, which represented the entire remaining goodwill balance for the Alphazyme reporting unit.

See Note 4 to our consolidated financial statements for additional information.

Intangible Asset Impairment

In connection with preparing our financial statements for the year ended December 31, 2025, we evaluated the recoverability of our long-lived assets (including finite-lived intangible assets) in response to impairment indicators identified during the Company’s forecast process. As of December 31, 2025, our long-term forecast reflected lower projected revenues due to lower anticipated demand in enzyme products within our Alphazyme asset group. As such, we performed a recoverability test and concluded that the carrying value of this intangible asset group exceeded its fair value. As a result, we recorded intangible asset impairment totaling $25.8 million on the consolidated statements of operations.

See Note 4 to our consolidated financial statements for additional information.

Trends and Uncertainties

Prior to 2025, high-volume sales of our proprietary CleanCap® analogs for commercial phase vaccine programs substantially contributed to our results of operations and cash flows. We estimate that revenue from high-volume sales of CleanCap® for commercial phase vaccine programs represented approximately 25.4% of o

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