Organizational restructuring and operating cost reduction ahead of plan
Focus on operational excellence, revenue growth, and improving Adjusted EBITDA
SAN DIEGO--(BUSINESS WIRE)--February 25, 2026--
Maravai LifeSciences Holdings, Inc. (Maravai) (NASDAQ: MRVI), a global provider of life science reagents and services to researchers and biotech innovators, today reported financial results for the fourth quarter and full year ended December 31, 2025, together with other business updates.
Key Financial Results:
-- Quarterly revenue of $49.9 million, Net loss of $(63.0) million, and
Adjusted EBITDA (non-GAAP) of $0.5 million;
-- Annual revenue of $185.7 million, Net loss of $(230.8) million and
Adjusted EBITDA (non GAAP) of $(31.2) million; and
-- Introduced full year 2026 revenue guidance range of $200 million to
$210 million and full year 2026 Adjusted EBITDA guidance range of $18
million to $20 million.
"Driven by strong execution across the organization, we exceeded our revenue expectations and returned to positive Adjusted EBITDA in the fourth quarter, underscoring the operating leverage of our new model," said Bernd Brust, CEO, Maravai LifeSciences.
Brust continued, "We enter 2026 well positioned to drive operational excellence, accelerate revenue growth, and continue improving Adjusted EBITDA as we work toward creating long-term value for all stakeholders."
Financial Guidance for Full Year 2026
Maravai's financial guidance for the full year 2026 is based on expectations for its existing business and does not include the financial impact of potential new acquisitions, if any, or items that have not yet been identified or quantified. This guidance is also subject to a number of risks, uncertainties and other factors, including those identified in "Forward-looking Statements" below.
Revenue for the full year 2026 is expected to be in the range of $200 million to $210 million.
Adjusted EBITDA (non-GAAP) is expected to be in the range of $18 million to $20 million.
As it relates to forward-looking Adjusted EBITDA, Maravai cannot provide guidance for the most directly comparable GAAP measure or a reconciliation of this non-GAAP financial measure because it is unable to provide a meaningful or accurate calculation or estimation of certain significant reconciling items without unreasonable effort.
Reporting Segment Name Update
In the fourth quarter of 2025, we updated the names of our external reporting segments to better reflect how management views the business. Nucleic Acid Production and Biologic Safety Testing are now reported as TriLink and Cygnus, respectively; this change was to nomenclature only and does not impact segment composition, financial results, or historical comparability.
Revenue for the Fourth Quarter 2025
Three Months Ended December 31,
-------------------------------------------------------
(Dollars in 000's) 2025 2024 Year-over-Year % Change
--------- --------- -------------------------
TriLink $ 34,599 $ 41,899 (17.4)%
Cygnus 15,267 14,659 4.1%
--------- ---------
Total Revenue $ 49,866 $ 56,558 (11.8)%
========= =========
Revenue for the Full Year 2025
Year Ended December 31,
---------------------------------------------
(Dollars in 000's) 2025 2024 Year-over-Year % Change
------- ------- -------------------------
TriLink $119,787 $196,345 (39.0)%
Cygnus 65,956 62,840 5.0%
------- -------
Total Revenue $185,743 $259,185 (28.3)%
======= =======
Fourth Quarter 2025 Financial Results by Reporting Segment
Revenue for the fourth quarter was $49.9 million, representing a 11.8% decrease over the same period in the prior year and was driven by the following:
-- TriLink revenue was $34.6 million for the fourth quarter, representing
a 17.4% decrease year-over-year. The revenue decrease was primarily due
to a lack of high-volume CleanCap orders for commercial phase vaccine
programs in the fourth quarter of 2025. Excluding revenue from
high-volume CleanCap, revenue was up 25.4% year-over-year driven by GMP
consumable products and CDMO GMP builds.
-- Cygnus revenue was $15.3 million for the fourth quarter, up 4.1%
year-over-year. The revenue increase was driven by strength in HCP kits
from core customers.
Net loss and Adjusted EBITDA (non-GAAP) were $(63.0) million and $0.5 million, respectively, for the fourth quarter of 2025, compared to net loss and Adjusted EBITDA (non-GAAP) of $(46.1) million and $(1.1) million, respectively, for the fourth quarter of 2024.
Full Year 2025 Financial Results by Reporting Segment
Revenue for the year ended December 31, 2025 was $185.7 million, representing a 28.3% decrease over the prior year and was driven by the following:
-- TriLink revenue was $119.8 million for the year ended December 31,
2025, representing a 39.0% decrease year-over-year. The revenue decrease
was primarily driven by a lack of high-volume CleanCap orders for
commercial phase vaccine programs. Excluding revenue from high-volume
CleanCap, revenue was down 8.2% year-over-year due to lower demand for
discovery products.
-- Cygnus revenue was $66.0 million for the year ended December 31, 2025,
up 5.0% year-over-year. The revenue increase was driven primarily by
strength in HCP kits and qualification services and increased demand for
MockV viral clearance kits.
Net loss and Adjusted EBITDA (non-GAAP) were $(230.8) million and $(31.2) million, respectively, for the year ended December 31, 2025, compared to net loss and Adjusted EBITDA (non-GAAP) of $(259.6) million and $35.9 million, respectively, for the same period in the prior year.
Conference Call and Webcast
Maravai's management will host a conference call today at 2:00 p.m. PT/ 5:00 p.m. ET to discuss its financial results for the fourth quarter and full year 2025 and other business updates. To participate in the conference call by telephone, approximately 10 minutes before the call, dial 1-800-343-4136 or 1-203-518-9843 and reference Maravai LifeSciences, Conference ID: MARAVAI. The call will also be available via live or archived webcast on the "Investors" section of the Maravai web site at https://investors.maravai.com/.
MARAVAI LIFESCIENCES HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended Year Ended
December 31, December 31,
-------------------- ------------------------
2025 2024 2025 2024
------- ------- -------- --------
Revenue $ 49,866 $ 56,558 $ 185,743 $ 259,185
Cost of revenue 37,024 37,168 151,753 150,876
------- ------- -------- --------
Gross profit 12,842 19,390 33,990 108,309
Operating expenses:
Selling,
general and
administrative 31,583 41,243 145,118 161,771
Research and
development 3,788 4,561 17,402 19,221
Change in
estimated fair
value of
contingent
consideration -- (630) 200 (2,003)
Impairment of
goodwill and
long-lived
assets 25,825 11,912 68,709 166,151
Restructuring 10,441 6 17,827 (1,214)
------- ------- -------- --------
Total operating
expenses 71,637 57,092 249,256 343,926
------- ------- -------- --------
Loss from operations (58,795) (37,702) (215,266) (235,617)
Other income
(expense):
Interest
expense (6,555) (11,263) (26,992) (47,700)
Interest income 2,384 6,036 11,436 27,403
Loss on
extinguishment
of debt -- (3,187) -- (3,187)
Change in
payable to
related
parties
pursuant to
the Tax
Receivable
Agreement -- (1) -- (40)
Other (expense)
income (43) 43 (4,152) (2,341)
------- ------- -------- --------
Loss before income
taxes (63,009) (46,074) (234,974) (261,482)
Income tax expense
(benefit) 6 (7) (4,212) (1,860)
------- ------- -------- --------
Net loss (63,015) (46,067) (230,762) (259,622)
Net loss
attributable to
non-controlling
interests (27,334) (20,162) (99,989) (114,776)
------- ------- -------- --------
Net loss
attributable to
Maravai
LifeSciences
Holdings, Inc. $(35,681) $(25,905) $(130,773) $(144,846)
======= ======= ======== ========
Net loss per Class A
common share
attributable to
Maravai
LifeSciences
Holdings, Inc.,
basic and diluted $ (0.24) $ (0.18) $ (0.90) $ (1.05)
Weighted average
number of Class A
common shares
outstanding, basic
and diluted 145,074 141,812 144,360 137,906
MARAVAI LIFESCIENCES HOLDINGS, INC.
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
(in thousands, except per share amounts)
(Unaudited)
Net Loss to Adjusted EBITDA
(non-GAAP)
Three Months Ended Year Ended
December 31, December 31,
-------------------- ------------------------
2025 2024 2025 2024
------- ------- -------- --------
Net loss $(63,015) $(46,067) $(230,762) $(259,622)
Add:
Amortization 6,512 6,902 27,951 27,531
Depreciation 5,933 5,466 23,558 20,852
Interest
expense 6,555 11,263 26,992 47,700
Interest income (2,384) (6,036) (11,436) (27,403)
Income tax
expense
(benefit) 6 (7) (4,212) (1,860)
------- ------- -------- --------
EBITDA (46,393) (28,479) (167,909) (192,802)
Acquisition
contingent
consideration
(1) -- (630) 200 (2,003)
Acquisition
integration
costs (2) 659 918 3,104 5,559
Stock-based
compensation
(3) 3,926 10,545 30,174 49,415
Merger and
acquisition
related
expenses (4) -- 865 1,270 1,728
Loss on
extinguishment
of debt (5) -- 3,187 -- 3,187
Acquisition
related tax
adjustment
(6) -- (68) 4,082 2,306
Tax Receivable
Agreement
liability
adjustment
(7) -- 1 -- 40
Executive
leadership
transition
costs (8) -- -- 2,024 --
Impairment of
goodwill and
long-lived
assets (9) 25,825 11,912 68,709 166,151
Property and
equipment
impairment
(10) 157 -- 1,216 --
Restructuring
costs (11) 15,132 10 22,064 11
Other (12) 1,230 638 3,876 2,330
------- ------- -------- --------
Adjusted
EBITDA
(non-GAAP) $ 536 $ (1,101) $ (31,190) $ 35,922
======= ======= ======== ========
Net Loss attributable to Maravai
LifeSciences Holdings, Inc. to
Adjusted Net Loss (non-GAAP) and
Adjusted Fully Diluted Loss Per Share
(non-GAAP)
Three Months Ended Year Ended
December 31, December 31,
-------------------- ------------------------
2025 2024 2025 2024
------- ------- -------- --------
Net loss
attributable
to Maravai
LifeSciences
Holdings,
Inc. $(35,681) $(25,905) $(130,773) $(144,846)
Net loss impact
from pro forma
conversion of
Class B shares
to Class A
common shares (27,334) (20,162) (99,989) (114,776)
Adjustment to
the provision
for income tax
(13) 7,181 4,804 24,485 27,348
------- ------- -------- --------
Tax-effected
net loss (55,834) (41,263) (206,277) (232,274)
Acquisition
contingent
consideration
(1) -- (630) 200 (2,003)
Acquisition
integration
costs (2) 659 918 3,104 5,559
Stock-based
compensation
(3) 3,926 10,545 30,174 49,415
Merger and
acquisition
related
expenses (4) -- 865 1,270 1,728
Loss on
extinguishment
of debt (5) -- 3,187 -- 3,187
Acquisition
related tax
adjustment
(6) -- (68) 4,082 2,306
Tax Receivable
Agreement
liability
adjustment
(7) -- 1 -- 40
Executive
leadership
transition
costs (8) -- -- 2,024 --
Impairment of
goodwill and
long-lived
assets (9) 25,825 11,912 68,709 166,151
Property and
equipment
impairment
(10) 157 -- 1,216 --
Restructuring
costs (11) 15,132 10 22,064 11
Other (12) 1,230 638 3,876 2,330
Tax impact of
adjustments
(14) (2,686) (356) (4,636) (21,401)
Net cash tax
benefit
retained from
historical
exchanges
(15) -- (687) -- --
------- ------- -------- --------
Adjusted net
loss
(non-GAAP) $(11,591) $(14,928) $ (74,194) $ (24,951)
======= ======= ======== ========
Diluted
weighted
average shares
of Class A
common stock
outstanding 261,302 254,863 257,285 254,149
Adjusted net
loss
(non-GAAP) $(11,591) $(14,928) $ (74,194) $ (24,951)
Adjusted fully
diluted loss
per share
(non-GAAP) $ (0.04) $ (0.06) $ (0.29) $ (0.10)
__________________
Explanatory Notes to Reconciliations
(1) Refers to the change in the estimated fair value of contingent
consideration related to completed acquisitions.
(2) Refers to incremental costs incurred to execute and integrate
completed acquisitions, including retention payments related to
integration that were negotiated specifically at the time of, the
Company's acquisition of MyChem, LLC ("MyChem") and Alphazyme, LLC
("Alphazyme"), which were completed in January 2022 and January 2023,
respectively. These retention payments arise from the Company's
agreements executed in connection with its acquisitions of MyChem and
Alphazyme and provide incremental financial incentives, over and above
recurring compensation, to ensure the employees of these companies
remain present and participate in integration of the acquired
businesses during the integration and knowledge transfer periods. The
Company agreed to pay certain employees of Alphazyme retention
payments totaling $9.3 million as of various dates but primarily
through December 31, 2025, as long as these individuals continued to
be employed by the Company. The Company agreed to pay the sellers of
MyChem retention payments totaling $20.0 million as of the second
anniversary of the closing of the acquisition date as long as two
senior employees (who were also the sellers of MyChem) continued to be
employed by TriLink BioTechnologies. The Company recognized
compensation expense related to these payments in the post-acquisition
period ratably over the service period. Retention payment expenses
were $0.6 million (Alphazyme) and $2.7 million (Alphazyme) for the
three months and year ended December 31, 2025, respectively. Retention
payment expenses were $0.8 million (Alphazyme) and $5.2 million
(MyChem $1.8 million; Alphazyme $3.4 million) for the three months and
year ended December 31, 2024, respectively. Retention expenses for
MyChem concluded in the first quarter of 2024, and following the
payments in the first quarter of 2024, there are no further retention
expenses payable for MyChem. Retention expenses for Alphazyme
concluded in the fourth quarter of 2025, and following the payments in
the fourth quarter of 2025, there are no further retention expenses
payable for Alphazyme. There are no further cash-based retention
payments planned, other than those disclosed above, for acquisitions
completed as of December 31, 2025.
(3) Refers to non-cash expense associated with stock-based compensation.
(4) Refers to diligence, legal, accounting, tax and consulting fees
incurred in connection with acquisitions that were pursued but not
consummated.
(5) Refers to the non-cash loss incurred on partial extinguishment of debt
primarily associated with the voluntary prepayment on the Term Loan.
(6) Refers to non-cash expense associated with adjustments to the
indemnification asset recorded in connection with the acquisition of
MyChem.
(7) Refers to the adjustment of the Tax Receivable Agreement liability
primarily due to changes in our estimated state apportionment and the
corresponding change of our estimated state tax rate.
(8) Refers to costs associated with the Executive Leadership Transition
that occurred in June 2025, including severance and legal costs. For
the year ended December 31, 2025, stock-based compensation benefit of
$3.3 million primarily related to forfeited stock awards in connection
with the Executive Leadership Transition is included in the
stock-based compensation line item.
(9) Refers to the goodwill and intangible asset impairment recorded for
our TriLink segment.
(10) Refers to non-cash charges to write-down surplus laboratory equipment
to estimated fair value, less costs to sell.
(11) Refers to restructuring costs associated with the 2025 Corporate
Realignment Plan and 2023 Cost Realignment Plan. For the three months
and year ended December 31, 2025, stock-based compensation benefit of
$3.0 million and $2.5 million, respectively, related to forfeited
stock awards in connection with the 2025 Corporate Realignment Plan is
included on the stock-based compensation line item. For the year ended
December 31, 2024, stock-based compensation benefit of $1.2 million
related to forfeited stock awards in connection with 2023 Cost
Realignment Plan is included on the stock-based compensation line
item. For the three months ended December 31, 2024, such amount was
immaterial. For the three months and year ended December 31, 2025,
inventory impairment of $1.7 million recorded within cost of revenue
on the consolidated statements of operations is included in the
restructuring costs line item.
(12) For the year ended December 31, 2025, refers to severance payments,
inventory step-up charges in connection with the acquisition of
Alphazyme, legal costs, and other non-recurring costs that are deemed
to be outside of the ordinary course of business. For the year ended
December 31, 2024, refers to the loss on abandoned projects, severance
payments, inventory step-up charges and certain other adjustments in
connection with the acquisition of Alphazyme, and other non-recurring
costs that are deemed to be outside of the ordinary course of
business.
(13) Represents additional corporate income taxes at an assumed effective
tax rate of approximately 24% applied to additional net loss
attributable to Maravai LifeSciences Holdings, Inc. from the assumed
proforma exchange of all outstanding shares of Class B common stock
for shares of Class A common stock.
(14) Represents income tax impact of non-GAAP adjustments at an assumed
effective tax rate of approximately 24% and the assumed proforma
exchange of all outstanding shares of Class B common stock for shares
of Class A common stock.
(15) Represents income tax benefits due to the amortization of intangible
assets and other tax attributes resulting from the tax basis step up
associated with the purchase or exchange of Maravai Topco Holdings,
LLC units and Class B common stock, net of payment obligations under
the Tax Receivable Agreement.
Non-GAAP Financial Information
This press release contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include: Adjusted EBITDA and Adjusted fully diluted Earnings Per Share (EPS).
Maravai defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider representative of our ongoing operating performance including, as applicable: (i) fair value adjustments to acquisition contingent consideration; (ii) incremental costs incurred to execute and integrate completed acquisitions, and associated retention payments; (iii) non-cash expenses related to share-based compensation; (iv) expenses incurred for acquisitions that were pursued but not consummated (including legal, accounting and professional consulting services); (v) non-cash expense associated with adjustments to the carrying value of the indemnification asset recorded in connection with completed acquisitions; (vi) executive leadership transition costs; (vii) impairment charges; (viii) restructuring costs; (ix) severance payments; and (x) inventory step-up charges in connection with completed acquisitions. Maravai defines Adjusted Net Loss as tax-effected earnings before the adjustments described above, and the tax effects of those adjustments. Maravai defines Adjusted fully diluted EPS as Adjusted Net Loss divided by the diluted weighted average number of shares of Class A common stock outstanding for the applicable period, which assumes the proforma exchange of all outstanding units of Maravai Topco Holdings, LLC (paired with shares of Class B common stock) for shares of Class A common stock.
These non-GAAP measures are supplemental measures of operating performance that are not prepared in accordance with GAAP and do not represent, and should not be considered as, an alternative to net loss, as determined in accordance with GAAP.
Management uses these non-GAAP measures to understand and evaluate Maravai's core operating performance and trends and to develop short-term and long-term operating plans. Management believes the measures facilitate comparison of Maravai's operating performance on a consistent basis between periods and, when viewed in combination with its results prepared in accordance with GAAP, help provide a broader picture of factors and trends affecting Maravai's results of operations.
These non-GAAP financial measures have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of Maravai's results as reported under GAAP. Because of these limitations, they should not be considered as a replacement for net loss, as determined by GAAP, or as a measure of Maravai's profitability. Management compensates for these limitations by relying primarily on Maravai's GAAP results and using non-GAAP measures only for supplemental purposes. The non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.
About Maravai
Maravai is a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics and novel vaccines and to support research on human diseases. Maravai's companies are leaders in providing products and services in the fields of nucleic acid synthesis and biologics safety testing to many of the world's leading biopharmaceutical, vaccine, diagnostics, and cell and gene therapy companies.
For more information about Maravai LifeSciences, visit www.maravai.com.
Forward-looking Statements
This press release contains, and Maravai's officers and representatives may from time-to-time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this press release which are not strictly historical statements constitute forward-looking statements, including, without limitation, statements regarding Maravai's operating leverage from its cost reduction initiatives and organizational changes; Maravai's ability to accelerate revenue growth and continue improving Adjusted EBITDA; Maravai's ability to create long-term value for all stakeholders; and Maravai's financial guidance for 2026, constitute forward-looking statements and are identified by words like "believe," "expect," "see," "project," "may," "will," "should," "seek," "anticipate," or "could" and similar expressions.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management's current beliefs, expectations and assumptions regarding the future of Maravai's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of management's control. Maravai's actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause Maravai's actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
-- The level of Maravai's customers' spending on and demand for TriLink
and Cygnus products and services.
-- The risk that Maravai does not realize the expected operational or
financial benefits from its organizational changes.
-- Maravai's operating results are prone to significant fluctuation, which
may make Maravai's future operating results difficult to predict and
could cause Maravai's actual operating results to fall below expectations
or any guidance Maravai may provide.
-- Uncertainty regarding the extent and duration of Maravai's revenue
associated with high-volume sales of CleanCap$(R)$ for commercial phase
vaccine programs and the dependency of such revenue, in important
respects, on factors outside our control.
-- The impact of shifts in U.S. and foreign trade policy, including the
imposition of tariffs, trade restrictions and retaliatory actions, on
demand for Maravai's products and services and Maravai's customers'
ability to commit funds to purchase such products and services.
-- Decreases in research and development funding caused by changes in U.S.
public health policy and the spending priorities of the U.S. federal
government.
-- Unintended consequences from our recent organizational changes and
workforce reduction.
-- Use of Maravai's products by customers in the production of vaccines
and therapies, some of which represent relatively new and
still-developing modes of treatment, and the impact of unforeseen adverse
events, negative clinical outcomes, development of alternative therapies,
or increased regulatory scrutiny of these modes of treatment and their
financial cost on Maravai's customers' use of its products and services.
-- Competition with life science, pharmaceutical and biotechnology
companies who are substantially larger than Maravai and potentially
capable of developing new approaches that could make Maravai's products,
services and technology obsolete.
-- The potential failure of Maravai's products and services to not perform
as expected and the reliability of the technology on which Maravai's
products and services are based.
-- Maravai's use of Artificial Intelligence technologies, including
Machine Learning, and the integration of AI technologies within Maravai's
custom products offerings and marketing campaigns, may not be successful
and may present business, compliance, and reputational challenges.
-- The risk that Maravai's products do not comply with required quality
standards.
-- Market acceptance of Maravai's life science reagents.
-- Maravai's ability to efficiently manage its strategic acquisitions and
organic growth opportunities.
-- Natural disasters, geopolitical instability (including ongoing military
conflicts ) and other catastrophic events.
-- Risks related to Maravai's acquisitions, including whether Maravai
achieves the anticipated benefits of acquisitions of businesses or
technologies.
-- Product liability lawsuits.
-- Maravai's dependency on a limited number of customers for a high
percentage of its revenue and Maravai's ability to maintain its current
relationships with such customers.
-- Maravai's reliance on a limited number of suppliers or, in some cases,
sole suppliers, for some of Maravai's raw materials and the risk that
Maravai may not be able to find replacements or immediately transition to
alternative suppliers.
-- The risk that Maravai's products become subject to more onerous
regulation by the U.S. Food and Drug Administration or other regulatory
agencies in the future.
-- Maravai's ability to obtain, maintain and enforce sufficient
intellectual property protection for Maravai's current or future
products.
-- The risk that a future cyber-attack or security breach cannot be
prevented.
-- Maravai's ability to protect the confidentiality of Maravai's
proprietary information.
-- The risk that one of Maravai's products may be alleged (or found) to
infringe on the intellectual property rights of third parties.
-- Compliance with Maravai's obligations under intellectual property
license agreements.
-- Maravai's or Maravai's licensors' failure to maintain the patents or
patent applications in-licensed from a third party.
-- Maravai's ability to adequately protect Maravai's intellectual property
and proprietary rights throughout the world.
-- Maravai's existing level of indebtedness and Maravai's ability to raise
additional capital on favorable terms.
-- Maravai's ability to generate sufficient cash flow to service all of
Maravai's indebtedness.
-- Maravai's potential failure to meet Maravai's debt service
obligations.
-- Restrictions on Maravai's current and future operations under the terms
applicable to Maravai's credit agreement.
-- Maravai's dependence, by virtue of Maravai's principal asset being its
interest in Maravai Topco Holdings, LLC ("Topco LLC"), on distributions
from Topco LLC to pay Maravai's taxes and expenses, including payments
under a tax receivable agreement with the former owners of Topco LLC (the
"Tax Receivable Agreement" or "TRA") together with various limitations
and restrictions that impact Topco LLC's ability to make such
distributions.
-- The risk that conflicts of interest could arise between Maravai's
shareholders and Maravai Life Sciences Holdings, LLC ("MLSH 1"), the only
other member of Topco LLC, and impede business decisions that could
benefit Maravai's shareholders.
-- The substantial future cash payments Maravai may be required to make
under the Tax Receivable Agreement to MLSH 1 and Maravai Life Sciences
Holdings 2, LLC ("MLSH 2"), an entity through which certain of Maravai's
former owners hold their interests in the Company and the negative effect
of such payments.
-- The fact that Maravai's organizational structure, including the TRA,
confers certain benefits upon MLSH 1 and MLSH 2 that will not benefit
Maravai's other common shareholders to the same extent as they will
benefit MLSH 1 and MLSH 2.
-- Maravai's ability to realize all or a portion of the tax benefits that
are expected to result from the tax attributes covered by the Tax
Receivable Agreement.
-- The possibility that Maravai will receive distributions from Topco LLC
significantly in excess of Maravai's tax liabilities and obligations to
make to make payments under the Tax Receivable Agreement.
-- Factors that could lead to future impairment of Maravai's goodwill and
other amortizable intangible assets.
-- Unanticipated changes in effective tax rates or adverse outcomes
resulting from examination of Maravai's income or other tax returns.
-- Risks and uncertainty related to the restatement of Maravai's
previously issued financial statements.
-- Maravai's ability to design and maintain effective internal control
over financial reporting in the future.
-- The fact that investment entities affiliated with GTCR, LLC currently
control a majority of the voting power of Maravai's outstanding common
stock, and it may have interests that conflict with Maravai's or yours in
the future.
-- Risks related to Maravai's "controlled company" status within the
meaning of the corporate governance standards of NASDAQ.
-- The potential anti-takeover effects of certain provisions in Maravai's
corporate organizational documents.
-- Potential sales of a significant portion of Maravai's outstanding
shares of Class A common stock.
-- Potential preferred stock issuances and the anti-takeover impacts of
any such issuances.
-- Such other factors as discussed throughout the sections entitled "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Maravai's most recent Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, as well as other documents Maravai
files with the Securities and Exchange Commission.
Any forward-looking statements made in this release are based only on information currently available to management and speak only as of the date on which it is made. Maravai undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260225829291/en/
CONTACT: Deb Hart
Maravai LifeSciences
+ 1 858-988-5917
ir@maravai.com
(END) Dow Jones Newswires
February 25, 2026 16:01 ET (21:01 GMT)
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