MRVI

00018232392022FYFALSEhttp://fasb.org/us-gaap/2022#AccountingStandardsUpdate201602MemberP2Yhttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrent http://fasb.org/us-gaap/2022#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2022#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrentP4Yzerozero00018232392022-01-012022-12-3100018232392022-06-30iso4217:USD0001823239us-gaap:CommonClassAMember2023-02-21xbrli:shares0001823239us-gaap:CommonClassBMember2023-02-2100018232392022-12-3100018232392021-12-310001823239us-gaap:CommonClassAMember2022-12-31iso4217:USDxbrli:shares0001823239us-gaap:CommonClassAMember2021-12-310001823239us-gaap:CommonClassBMember2022-12-310001823239us-gaap:CommonClassBMember2021-12-3100018232392021-01-012021-12-3100018232392020-01-012020-12-310001823239us-gaap:MemberUnitsMember2019-12-310001823239us-gaap:CommonClassAMemberus-gaap:CommonStockMember2019-12-310001823239us-gaap:CommonStockMemberus-gaap:CommonClassBMember2019-12-310001823239us-gaap:AdditionalPaidInCapitalMember2019-12-310001823239us-gaap:RetainedEarningsMember2019-12-310001823239us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001823239us-gaap:NoncontrollingInterestMember2019-12-3100018232392019-12-310001823239us-gaap:MemberUnitsMember2020-01-012020-11-1900018232392020-01-012020-11-190001823239us-gaap:NoncontrollingInterestMember2020-01-012020-11-190001823239us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-11-190001823239us-gaap:MemberUnitsMembermrvi:OrganizationalTransactionsMember2020-11-202020-11-200001823239us-gaap:CommonClassAMembermrvi:OrganizationalTransactionsMemberus-gaap:CommonStockMember2020-11-202020-11-200001823239mrvi:OrganizationalTransactionsMemberus-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-11-202020-11-200001823239us-gaap:AdditionalPaidInCapitalMembermrvi:OrganizationalTransactionsMember2020-11-202020-11-200001823239mrvi:OrganizationalTransactionsMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2020-11-202020-11-200001823239us-gaap:NoncontrollingInterestMembermrvi:OrganizationalTransactionsMember2020-11-202020-11-200001823239mrvi:OrganizationalTransactionsMember2020-11-202020-11-200001823239us-gaap:IPOMember2020-11-202020-11-200001823239us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-11-202020-11-200001823239us-gaap:AdditionalPaidInCapitalMember2020-11-202020-11-2000018232392020-11-202020-11-200001823239us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-11-202020-11-200001823239us-gaap:NoncontrollingInterestMember2020-11-202020-11-200001823239us-gaap:RetainedEarningsMember2020-11-202020-11-200001823239us-gaap:AdditionalPaidInCapitalMember2020-11-212020-12-310001823239us-gaap:NoncontrollingInterestMember2020-11-212020-12-3100018232392020-11-212020-12-310001823239us-gaap:RetainedEarningsMember2020-11-212020-12-310001823239us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-11-212020-12-310001823239us-gaap:MemberUnitsMember2020-12-310001823239us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-12-310001823239us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-12-310001823239us-gaap:AdditionalPaidInCapitalMember2020-12-310001823239us-gaap:RetainedEarningsMember2020-12-310001823239us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001823239us-gaap:NoncontrollingInterestMember2020-12-3100018232392020-12-310001823239us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001823239us-gaap:NoncontrollingInterestMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001823239srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001823239us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-01-012021-12-310001823239us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-01-012021-12-310001823239us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001823239us-gaap:NoncontrollingInterestMember2021-01-012021-12-310001823239us-gaap:RetainedEarningsMember2021-01-012021-12-310001823239us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310001823239us-gaap:MemberUnitsMember2021-12-310001823239us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-12-310001823239us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-12-310001823239us-gaap:AdditionalPaidInCapitalMember2021-12-310001823239us-gaap:RetainedEarningsMember2021-12-310001823239us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001823239us-gaap:NoncontrollingInterestMember2021-12-310001823239us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-01-012022-12-310001823239us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001823239us-gaap:NoncontrollingInterestMember2022-01-012022-12-310001823239us-gaap:RetainedEarningsMember2022-01-012022-12-310001823239us-gaap:MemberUnitsMember2022-12-310001823239us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-12-310001823239us-gaap:CommonStockMemberus-gaap:CommonClassBMember2022-12-310001823239us-gaap:AdditionalPaidInCapitalMember2022-12-310001823239us-gaap:RetainedEarningsMember2022-12-310001823239us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001823239us-gaap:NoncontrollingInterestMember2022-12-310001823239mrvi:MaravaiLifeSciencesHoldingsLLCMember2022-01-012022-12-310001823239mrvi:MaravaiLifeSciencesHoldingsLLCMember2021-01-012021-12-310001823239mrvi:MaravaiLifeSciencesHoldingsLLCMember2020-01-012020-12-310001823239mrvi:MaravaiLifeSciencesHoldings2LLCMember2022-01-012022-12-310001823239mrvi:MaravaiLifeSciencesHoldings2LLCMember2021-01-012021-12-310001823239mrvi:MaravaiLifeSciencesHoldings2LLCMember2020-01-012020-12-310001823239us-gaap:CommonClassAMember2022-01-012022-12-310001823239us-gaap:CommonClassAMember2021-01-012021-12-310001823239us-gaap:CommonClassAMember2020-01-012020-12-310001823239us-gaap:CommonClassBMember2022-01-012022-12-310001823239us-gaap:CommonClassBMember2021-01-012021-12-310001823239us-gaap:CommonClassBMember2020-01-012020-12-31mrvi:segment0001823239srt:NorthAmericaMembermrvi:NucleicAcidProductionSegmentMember2022-01-012022-12-310001823239srt:NorthAmericaMembermrvi:BiologicsSafetyTestingSegmentMember2022-01-012022-12-310001823239srt:NorthAmericaMember2022-01-012022-12-310001823239us-gaap:EMEAMembermrvi:NucleicAcidProductionSegmentMember2022-01-012022-12-310001823239us-gaap:EMEAMembermrvi:BiologicsSafetyTestingSegmentMember2022-01-012022-12-310001823239us-gaap:EMEAMember2022-01-012022-12-310001823239srt:AsiaPacificMembermrvi:NucleicAcidProductionSegmentMember2022-01-012022-12-310001823239srt:AsiaPacificMembermrvi:BiologicsSafetyTestingSegmentMember2022-01-012022-12-310001823239srt:AsiaPacificMember2022-01-012022-12-310001823239mrvi:LatinAndCentralAmericaMembermrvi:NucleicAcidProductionSegmentMember2022-01-012022-12-310001823239mrvi:LatinAndCentralAmericaMembermrvi:BiologicsSafetyTestingSegmentMember2022-01-012022-12-310001823239mrvi:LatinAndCentralAmericaMember2022-01-012022-12-310001823239mrvi:NucleicAcidProductionSegmentMember2022-01-012022-12-310001823239mrvi:BiologicsSafetyTestingSegmentMember2022-01-012022-12-310001823239srt:NorthAmericaMembermrvi:NucleicAcidProductionSegmentMember2021-01-012021-12-310001823239srt:NorthAmericaMembermrvi:BiologicsSafetyTestingSegmentMember2021-01-012021-12-310001823239mrvi:ProteinDetectionSegmentMembersrt:NorthAmericaMember2021-01-012021-12-310001823239srt:NorthAmericaMember2021-01-012021-12-310001823239us-gaap:EMEAMembermrvi:NucleicAcidProductionSegmentMember2021-01-012021-12-310001823239us-gaap:EMEAMembermrvi:BiologicsSafetyTestingSegmentMember2021-01-012021-12-310001823239us-gaap:EMEAMembermrvi:ProteinDetectionSegmentMember2021-01-012021-12-310001823239us-gaap:EMEAMember2021-01-012021-12-310001823239srt:AsiaPacificMembermrvi:NucleicAcidProductionSegmentMember2021-01-012021-12-310001823239srt:AsiaPacificMembermrvi:BiologicsSafetyTestingSegmentMember2021-01-012021-12-310001823239srt:AsiaPacificMembermrvi:ProteinDetectionSegmentMember2021-01-012021-12-310001823239srt:AsiaPacificMember2021-01-012021-12-310001823239mrvi:LatinAndCentralAmericaMembermrvi:NucleicAcidProductionSegmentMember2021-01-012021-12-310001823239mrvi:LatinAndCentralAmericaMembermrvi:BiologicsSafetyTestingSegmentMember2021-01-012021-12-310001823239mrvi:ProteinDetectionSegmentMembermrvi:LatinAndCentralAmericaMember2021-01-012021-12-310001823239mrvi:LatinAndCentralAmericaMember2021-01-012021-12-310001823239mrvi:NucleicAcidProductionSegmentMember2021-01-012021-12-310001823239mrvi:BiologicsSafetyTestingSegmentMember2021-01-012021-12-310001823239mrvi:ProteinDetectionSegmentMember2021-01-012021-12-310001823239srt:NorthAmericaMembermrvi:NucleicAcidProductionSegmentMember2020-01-012020-12-310001823239srt:NorthAmericaMembermrvi:BiologicsSafetyTestingSegmentMember2020-01-012020-12-310001823239mrvi:ProteinDetectionSegmentMembersrt:NorthAmericaMember2020-01-012020-12-310001823239srt:NorthAmericaMember2020-01-012020-12-310001823239us-gaap:EMEAMembermrvi:NucleicAcidProductionSegmentMember2020-01-012020-12-310001823239us-gaap:EMEAMembermrvi:BiologicsSafetyTestingSegmentMember2020-01-012020-12-310001823239us-gaap:EMEAMembermrvi:ProteinDetectionSegmentMember2020-01-012020-12-310001823239us-gaap:EMEAMember2020-01-012020-12-310001823239srt:AsiaPacificMembermrvi:NucleicAcidProductionSegmentMember2020-01-012020-12-310001823239srt:AsiaPacificMembermrvi:BiologicsSafetyTestingSegmentMember2020-01-012020-12-310001823239srt:AsiaPacificMembermrvi:ProteinDetectionSegmentMember2020-01-012020-12-310001823239srt:AsiaPacificMember2020-01-012020-12-310001823239mrvi:LatinAndCentralAmericaMembermrvi:NucleicAcidProductionSegmentMember2020-01-012020-12-310001823239mrvi:LatinAndCentralAmericaMembermrvi:BiologicsSafetyTestingSegmentMember2020-01-012020-12-310001823239mrvi:ProteinDetectionSegmentMembermrvi:LatinAndCentralAmericaMember2020-01-012020-12-310001823239mrvi:LatinAndCentralAmericaMember2020-01-012020-12-310001823239mrvi:NucleicAcidProductionSegmentMember2020-01-012020-12-310001823239mrvi:BiologicsSafetyTestingSegmentMember2020-01-012020-12-310001823239mrvi:ProteinDetectionSegmentMember2020-01-012020-12-310001823239us-gaap:ShippingAndHandlingMember2022-01-012022-12-310001823239us-gaap:ShippingAndHandlingMember2021-01-012021-12-310001823239us-gaap:ShippingAndHandlingMember2020-01-012020-12-310001823239srt:MinimumMember2022-01-012022-12-310001823239srt:MaximumMember2022-01-012022-12-31xbrli:pure0001823239mrvi:MaravaiTopcoHoldingsLLCMembermrvi:MaravaiLifeSciencesHoldingsLLCMember2020-10-310001823239mrvi:MaravaiTopcoHoldingsLLCMember2020-10-310001823239mrvi:MaravaiTopcoHoldingsLLCMembermrvi:MaravaiLifeSciencesHoldingsLLCMember2020-11-012020-11-300001823239mrvi:MaravaiTopcoHoldingsLLCMember2022-12-310001823239mrvi:MaravaiTopcoHoldingsLLCMembermrvi:MaravaiLifeSciencesHoldingsLLCMember2022-12-310001823239us-gaap:LeaseholdImprovementsMember2022-01-012022-12-310001823239srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2022-01-012022-12-310001823239us-gaap:FurnitureAndFixturesMembersrt:MaximumMember2022-01-012022-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:BioNTechSEMemberus-gaap:RevenueFromContractWithCustomerMember2022-01-012022-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:BioNTechSEMemberus-gaap:RevenueFromContractWithCustomerMember2021-01-012021-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:BioNTechSEMemberus-gaap:RevenueFromContractWithCustomerMember2020-01-012020-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:BioNTechSEMembermrvi:AccountsReceivableBenchmarkMember2022-01-012022-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:PfizerIncMemberus-gaap:RevenueFromContractWithCustomerMember2022-01-012022-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:PfizerIncMemberus-gaap:RevenueFromContractWithCustomerMember2021-01-012021-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:PfizerIncMemberus-gaap:RevenueFromContractWithCustomerMember2020-01-012020-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:AccountsReceivableBenchmarkMembermrvi:PfizerIncMember2022-01-012022-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:AccountsReceivableBenchmarkMembermrvi:PfizerIncMember2021-01-012021-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:CureVacMemberus-gaap:RevenueFromContractWithCustomerMember2021-01-012021-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:AccountsReceivableBenchmarkMembermrvi:CureVacMember2022-01-012022-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:AccountsReceivableBenchmarkMembermrvi:CureVacMember2021-01-012021-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:NacalaiUSAIncMembermrvi:AccountsReceivableBenchmarkMember2022-01-012022-12-310001823239us-gaap:CustomerConcentrationRiskMembermrvi:NacalaiUSAIncMembermrvi:AccountsReceivableBenchmarkMember2021-01-012021-12-310001823239mrvi:MyChemLLCMember2022-01-272022-01-270001823239mrvi:MyChemLLCMember2022-01-012022-12-310001823239mrvi:MyChemLLCMember2022-01-272022-11-300001823239mrvi:MyChemLLCMember2022-11-012022-11-300001823239mrvi:MyChemLLCMembermrvi:SecuritiesPurchaseAgreementMaximumPerformancePaymentMember2022-01-270001823239mrvi:SecuritiesPurchaseAgreementRetentionPaymentMembermrvi:MyChemLLCMember2022-01-270001823239mrvi:MyChemLLCMembermrvi:MyChemLegacyOwnersMember2022-01-272022-01-270001823239mrvi:MyChemLLCMembermrvi:SecuritiesPurchaseAgreementCompletionOfAcquiredInventoryMember2022-12-310001823239mrvi:SecuritiesPurchaseAgreementRetentionPaymentMembermrvi:MyChemLLCMembermrvi:MyChemLegacyOwnersMember2022-01-012022-12-310001823239mrvi:MyChemLLCMember2022-01-270001823239mrvi:MyChemLLCMember2022-10-012022-12-310001823239mrvi:PotentialWorkingCapitalAdjustmentsMembermrvi:MyChemLLCMember2022-01-270001823239mrvi:MyChemLLCMembermrvi:SecureRepresentationsAndWarrantiesMember2022-01-270001823239mrvi:PotentialWorkingCapitalAdjustmentsMembermrvi:MyChemLLCMember2022-10-012022-12-310001823239mrvi:MyChemLLCMemberus-gaap:TradeNamesMember2022-01-270001823239mrvi:MyChemLLCMemberus-gaap:TradeNamesMember2022-01-272022-01-270001823239mrvi:MyChemLLCMemberus-gaap:DevelopedTechnologyRightsMember2022-01-270001823239mrvi:MyChemLLCMemberus-gaap:DevelopedTechnologyRightsMember2022-01-272022-01-270001823239mrvi:MyChemLLCMemberus-gaap:CustomerRelationshipsMember2022-01-270001823239mrvi:MyChemLLCMemberus-gaap:CustomerRelationshipsMember2022-01-272022-01-270001823239mrvi:MyChemLLCMembersrt:MinimumMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembermrvi:MeasurementInputRevenueGrowthRateMember2022-01-270001823239mrvi:MyChemLLCMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembermrvi:MeasurementInputRevenueGrowthRateMembersrt:MaximumMember2022-01-270001823239mrvi:MyChemLLCMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputDiscountRateMember2022-01-270001823239mrvi:MyChemLLCMembersrt:MinimumMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembermrvi:MeasurementInputObsolescentCurveMember2022-01-270001823239mrvi:MyChemLLCMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembermrvi:MeasurementInputObsolescentCurveMembersrt:MaximumMember2022-01-270001823239mrvi:MockVSolutionsIncMember2020-03-012020-03-310001823239mrvi:MockVSolutionsIncMember2020-03-310001823239us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermrvi:VectorLaboratoriesIncMember2021-08-012021-08-310001823239us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermrvi:VectorLaboratoriesIncMember2021-09-012021-09-300001823239us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermrvi:VectorLaboratoriesIncMember2021-01-012021-12-310001823239us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermrvi:VectorLaboratoriesIncMember2021-12-310001823239srt:MinimumMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermrvi:VectorLaboratoriesIncMember2022-01-012022-12-310001823239us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembermrvi:VectorLaboratoriesIncMembersrt:MaximumMember2022-01-012022-12-310001823239mrvi:MLSH1IncentiveUnitMember2021-01-012021-12-31mrvi:reporting_unit0001823239mrvi:ProteinDetectionSegmentMember2022-01-012022-12-3100018232392022-10-012022-12-310001823239mrvi:NucleicAcidProductionSegmentMember2021-12-310001823239mrvi:BiologicsSafetyTestingSegmentMember2021-12-310001823239mrvi:NucleicAcidProductionSegmentMember2022-12-310001823239mrvi:BiologicsSafetyTestingSegmentMember2022-12-310001823239us-gaap:TradeNamesMember2022-12-310001823239srt:MinimumMemberus-gaap:TradeNamesMember2022-01-012022-12-310001823239us-gaap:TradeNamesMembersrt:MaximumMember2022-01-012022-12-310001823239us-gaap:TradeNamesMember2022-01-012022-12-310001823239us-gaap:TechnologyBasedIntangibleAssetsMember2022-12-310001823239srt:MinimumMemberus-gaap:TechnologyBasedIntangibleAssetsMember2022-01-012022-12-310001823239us-gaap:TechnologyBasedIntangibleAssetsMembersrt:MaximumMember2022-01-012022-12-310001823239us-gaap:TechnologyBasedIntangibleAssetsMember2022-01-012022-12-310001823239us-gaap:CustomerRelationshipsMember2022-12-310001823239srt:MinimumMemberus-gaap:CustomerRelationshipsMember2022-01-012022-12-310001823239us-gaap:CustomerRelationshipsMembersrt:MaximumMember2022-01-012022-12-310001823239us-gaap:CustomerRelationshipsMember2022-01-012022-12-310001823239us-gaap:TradeNamesMember2021-12-310001823239srt:MinimumMemberus-gaap:TradeNamesMember2021-01-012021-12-310001823239us-gaap:TradeNamesMembersrt:MaximumMember2021-01-012021-12-310001823239us-gaap:TradeNamesMember2021-01-012021-12-310001823239us-gaap:TechnologyBasedIntangibleAssetsMember2021-12-310001823239srt:MinimumMemberus-gaap:TechnologyBasedIntangibleAssetsMember2021-01-012021-12-310001823239us-gaap:TechnologyBasedIntangibleAssetsMembersrt:MaximumMember2021-01-012021-12-310001823239us-gaap:TechnologyBasedIntangibleAssetsMember2021-01-012021-12-310001823239us-gaap:CustomerRelationshipsMember2021-12-310001823239srt:MinimumMemberus-gaap:CustomerRelationshipsMember2021-01-012021-12-310001823239us-gaap:CustomerRelationshipsMembersrt:MaximumMember2021-01-012021-12-310001823239us-gaap:CustomerRelationshipsMember2021-01-012021-12-310001823239mrvi:MyChemLLCMember2022-03-310001823239us-gaap:CostOfSalesMember2022-01-012022-12-310001823239us-gaap:CostOfSalesMember2021-01-012021-12-310001823239us-gaap:CostOfSalesMember2020-01-012020-12-310001823239us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-01-012022-12-310001823239us-gaap:SellingGeneralAndAdministrativeExpensesMember2021-01-012021-12-310001823239us-gaap:SellingGeneralAndAdministrativeExpensesMember2020-01-012020-12-310001823239us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2022-12-310001823239us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2022-12-310001823239us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001823239us-gaap:FairValueMeasurementsRecurringMember2022-12-310001823239mrvi:MyChemLLCMemberus-gaap:MeasurementInputDiscountRateMember2022-01-270001823239mrvi:MyChemLLCMember2022-04-012022-06-300001823239us-gaap:LeaseholdImprovementsMember2022-12-310001823239us-gaap:LeaseholdImprovementsMember2021-12-310001823239us-gaap:FurnitureAndFixturesMember2022-12-310001823239us-gaap:FurnitureAndFixturesMember2021-12-310001823239us-gaap:SoftwareDevelopmentMember2022-12-310001823239us-gaap:SoftwareDevelopmentMember2021-12-310001823239mrvi:DepreciablePropertyPlantAndEquipmentMember2022-12-310001823239mrvi:DepreciablePropertyPlantAndEquipmentMember2021-12-310001823239us-gaap:ConstructionInProgressMember2022-12-310001823239us-gaap:ConstructionInProgressMember2021-12-310001823239mrvi:CooperativeAgreementMember2022-05-012022-05-310001823239mrvi:CooperativeAgreementMember2022-05-310001823239mrvi:CooperativeAgreementMember2022-12-310001823239us-gaap:OtherAssetsMembermrvi:CooperativeAgreementMember2022-12-310001823239us-gaap:PropertyPlantAndEquipmentMembermrvi:CooperativeAgreementMember2022-12-310001823239srt:MaximumMember2022-12-310001823239mrvi:LelandNorthCarolinaMember2022-12-310001823239mrvi:LelandNorthCarolinaMember2022-01-012022-12-310001823239mrvi:SanDiegoCaliforniaMember2022-12-31mrvi:building00018232392020-10-310001823239mrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2020-10-310001823239us-gaap:SecuredDebtMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2020-10-310001823239us-gaap:RevolvingCreditFacilityMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2020-10-3100018232392020-11-012020-11-300001823239mrvi:VectorLaboratoriesIncMemberus-gaap:SecuredDebtMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2021-08-3100018232392022-01-310001823239us-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2020-10-012020-10-310001823239us-gaap:LondonInterbankOfferedRateLIBORMembersrt:MaximumMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2020-10-012020-10-310001823239srt:MinimumMemberus-gaap:BaseRateMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2020-10-012020-10-310001823239us-gaap:BaseRateMembersrt:MaximumMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2020-10-012020-10-310001823239us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-01-012022-01-310001823239us-gaap:BaseRateMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-01-012022-01-310001823239mrvi:NewCreditAgreementInitialTermLoansMemberus-gaap:BaseRateMemberus-gaap:LineOfCreditMember2020-10-012020-10-310001823239mrvi:NewCreditAgreementInitialTermLoansMemberus-gaap:BaseRateMemberus-gaap:LineOfCreditMember2022-01-012022-01-310001823239mrvi:NewCreditAgreementInitialTermLoansMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:LineOfCreditMember2022-01-012022-01-310001823239mrvi:NewCreditAgreementNonInitialTermLoansMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:LineOfCreditMember2022-01-012022-01-310001823239us-gaap:SecuredDebtMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-12-310001823239us-gaap:LetterOfCreditMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-01-310001823239mrvi:NewCreditAgreementMember2020-01-012020-12-310001823239mrvi:NewCreditAgreementMember2022-01-012022-12-31mrvi:loan0001823239us-gaap:SecuredDebtMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2021-01-010001823239us-gaap:SecuredDebtMembermrvi:NewCreditAgreementMember2022-01-012022-01-310001823239mrvi:NewCreditAgreementMember2022-01-012022-01-310001823239us-gaap:SecuredDebtMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2021-01-310001823239us-gaap:RevolvingCreditFacilityMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-01-310001823239us-gaap:RevolvingCreditFacilityMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-12-310001823239us-gaap:SecuredDebtMembersrt:MaximumMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-12-310001823239srt:MinimumMemberus-gaap:SecuredDebtMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-12-310001823239us-gaap:SecuredDebtMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-03-012022-03-310001823239us-gaap:RevolvingCreditFacilityMembersrt:MaximumMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-03-012022-03-310001823239srt:MinimumMemberus-gaap:RevolvingCreditFacilityMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2022-03-012022-03-310001823239mrvi:FirstLienCreditAgreementMemberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMember2018-08-310001823239us-gaap:SecuredDebtMemberus-gaap:LineOfCreditMembermrvi:SecondLienCreditAgreementMember2018-08-3100018232392018-08-012018-08-310001823239mrvi:FirstLienCreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2018-08-310001823239mrvi:FirstLienCreditAgreementMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2020-03-012020-03-310001823239mrvi:FirstLienCreditAgreementMemberus-gaap:SecuredDebtMembersrt:MaximumMemberus-gaap:LineOfCreditMember2018-08-012018-08-310001823239mrvi:FirstLienCreditAgreementMembersrt:MinimumMemberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMember2018-08-012018-08-310001823239us-gaap:InterestRateCapMember2022-03-310001823239us-gaap:InterestRateCapMember2022-05-310001823239us-gaap:InterestRateCapMember2022-12-310001823239us-gaap:SecuredDebtMembermrvi:NewCreditAgreementMemberus-gaap:LineOfCreditMember2021-12-310001823239us-gaap:SecuredDebtMembermrvi:NewCreditAgreementMember2022-12-310001823239us-gaap:SecuredDebtMembermrvi:NewCreditAgreementMember2021-12-310001823239us-gaap:IPOMember2020-11-012020-11-300001823239us-gaap:IPOMember2020-11-300001823239us-gaap:CommonClassAMemberus-gaap:OverAllotmentOptionMember2020-11-012020-11-300001823239mrvi:MaravaiTopcoHoldingsLLCMember2020-11-012020-11-3000018232392022-11-012022-11-300001823239mrvi:BlockerEntitiesMember2020-11-012020-11-300001823239mrvi:MaravaiTopcoHoldingsLLCMember2020-11-190001823239mrvi:MaravaiTopcoHoldingsLLCMember2020-01-012020-11-190001823239mrvi:MaravaiTopcoHoldingsLLCMember2020-12-012020-12-310001823239mrvi:MaravaiTopcoHoldingsLLCMember2020-01-012020-12-310001823239us-gaap:CommonClassAMember2020-11-200001823239us-gaap:CommonClassBMember2020-11-2000018232392020-11-20mrvi:vote0001823239us-gaap:CommonClassBMember2020-11-012020-11-300001823239mrvi:BlockerEntitiesMember2020-11-300001823239us-gaap:CommonClassAMember2020-11-012020-11-300001823239mrvi:SecondaryOfferingMember2021-04-012021-04-300001823239mrvi:SecondaryOfferingByMLSH2Member2021-04-012021-04-300001823239us-gaap:OverAllotmentOptionMember2021-04-012021-04-300001823239us-gaap:OverAllotmentOptionMember2021-04-300001823239mrvi:SecondaryOfferingMembermrvi:MaravaiLifeSciencesHoldingsLLCMember2021-04-012021-04-300001823239mrvi:SecondaryOfferingMember2021-09-012021-09-300001823239mrvi:SecondaryOfferingByMLSH2Member2021-09-012021-09-300001823239us-gaap:OverAllotmentOptionMember2021-09-300001823239mrvi:SecondaryOfferingMembermrvi:MaravaiLifeSciencesHoldingsLLCMember2021-09-012021-09-300001823239mrvi:MaravaiTopcoHoldingsLLCMember2021-12-012021-12-3100018232392021-12-012021-12-3100018232392021-12-312021-12-310001823239mrvi:SaleAndRolloverAgreementMember2020-11-012020-11-300001823239mrvi:SaleAndRolloverAgreementMember2020-01-012020-12-310001823239us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310001823239us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001823239us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001823239us-gaap:EmployeeStockOptionMember2022-01-012022-12-310001823239us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001823239us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001823239us-gaap:EmployeeStockMember2022-01-012022-12-310001823239us-gaap:EmployeeStockMember2021-01-012021-12-310001823239us-gaap:EmployeeStockMember2020-01-012020-12-310001823239mrvi:A2020OmnibusIncentivePlanMember2020-11-012020-11-300001823239us-gaap:EmployeeStockMember2020-11-012020-11-300001823239mrvi:PerformanceStockUnitsMember2021-01-012021-12-310001823239mrvi:PerformanceStockUnitsMember2020-01-012020-12-310001823239us-gaap:EmployeeStockOptionMember2022-01-012022-12-310001823239us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001823239us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001823239us-gaap:RestrictedStockUnitsRSUMember2021-12-310001823239us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310001823239us-gaap:RestrictedStockUnitsRSUMember2022-12-310001823239us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001823239us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001823239srt:PresidentMembermrvi:MLSCIncentiveUnitsMember2020-09-300001823239mrvi:MLSCIncentiveUnitsMember2020-09-012020-09-300001823239mrvi:MaravaiTopcoHoldingsLLCMember2020-10-012020-10-310001823239mrvi:MLSCIncentiveUnitsMember2020-01-012020-12-310001823239mrvi:MLSH1IncentiveUnitWithPerformanceConditionVestingMember2020-11-012020-11-300001823239srt:MinimumMembermrvi:MLSH1IncentiveUnitMember2022-01-012022-12-310001823239mrvi:MLSH1IncentiveUnitMembersrt:MaximumMember2022-01-012022-12-310001823239mrvi:MLSH1IncentiveUnitMember2020-01-012020-12-310001823239mrvi:MLSH1IncentiveUnitMember2022-01-012022-12-310001823239mrvi:MLSH1IncentiveUnitMember2021-12-310001823239mrvi:MLSH1IncentiveUnitMember2022-12-310001823239us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-12-310001823239us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-12-310001823239us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-12-310001823239mrvi:PerformanceStockUnitsMember2022-01-012022-12-310001823239mrvi:TopcoLLCAndMLSH1Membermrvi:InvestorsMemberus-gaap:PreferredClassBMember2020-09-012020-09-300001823239mrvi:TopcoLLCAndMLSH1Membermrvi:InvestorsMembermrvi:CommonUnitsMember2020-09-012020-09-300001823239mrvi:TopcoLLCAndMLSH1Membermrvi:InvestorsMember2020-09-012020-09-300001823239mrvi:InvestorsMember2020-10-310001823239mrvi:InvestorsMember2020-10-012020-10-310001823239mrvi:MaravaiTopcoHoldingsLLCMember2022-12-310001823239us-gaap:StateAndLocalJurisdictionMember2022-12-310001823239mrvi:MLSH1AndMLSH2Membermrvi:TaxReceivableAgreementPaymentsMembersrt:AffiliatedEntityMember2022-12-310001823239mrvi:MLSH1AndMLSH2Membermrvi:TaxReceivableAgreementPaymentsMembersrt:AffiliatedEntityMember2022-01-012022-12-310001823239mrvi:TaxReceivableAgreementInterestPaymentsMembermrvi:MLSH1AndMLSH2Membersrt:AffiliatedEntityMember2022-01-012022-12-310001823239mrvi:MLSH1AndMLSH2Membermrvi:TaxReceivableAgreementPaymentsMembersrt:AffiliatedEntityMember2021-01-012021-12-310001823239mrvi:TaxReceivableAgreementPaymentsMembersrt:AffiliatedEntityMember2020-01-012020-12-310001823239mrvi:MLSH1AndMLSH2Membermrvi:TaxReceivableAgreementPaymentsMembersrt:AffiliatedEntityMember2021-12-310001823239mrvi:MaravaiTopcoHoldingsLLCMembermrvi:TaxDistributionMember2022-01-012022-12-310001823239mrvi:MaravaiLifeSciencesHoldingsIncMembermrvi:MaravaiTopcoHoldingsLLCMembermrvi:TaxDistributionMember2022-01-012022-12-310001823239mrvi:MaravaiTopcoHoldingsLLCMembermrvi:TaxDistributionMember2021-01-012021-12-310001823239mrvi:MaravaiLifeSciencesHoldingsIncMembermrvi:MaravaiTopcoHoldingsLLCMembermrvi:TaxDistributionMember2021-01-012021-12-310001823239mrvi:MaravaiTopcoHoldingsLLCMembermrvi:TaxDistributionMember2020-01-012020-12-310001823239mrvi:MaravaiLifeSciencesHoldingsIncMembermrvi:MaravaiTopcoHoldingsLLCMembermrvi:TaxDistributionMember2020-01-012020-12-310001823239mrvi:GTCRLLCMembermrvi:AdvisoryServicesAgreementPlacementFeeMembersrt:AffiliatedEntityMember2022-01-012022-12-310001823239mrvi:GTCRLLCMembermrvi:AdvisoryServicesAgreementPlacementFeeMembersrt:AffiliatedEntityMember2020-01-012020-12-310001823239mrvi:GTCRLLCMembermrvi:AdvisoryServicesAgreementManagementFeesMembersrt:AffiliatedEntityMember2020-01-012020-12-310001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdOneMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdTwoMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembersrt:MinimumMembermrvi:DirectorNominationThresholdTwoMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdTwoMembersrt:MaximumMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdThreeMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdThreeMembersrt:MinimumMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdThreeMembersrt:MaximumMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdFourMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdFourMembersrt:MinimumMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdFourMembersrt:MaximumMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationThresholdFiveMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-30mrvi:director0001823239mrvi:GTCRLLCMembersrt:MinimumMembermrvi:DirectorNominationThresholdFiveMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239mrvi:GTCRLLCMembermrvi:DirectorNominationAgreementMembersrt:AffiliatedEntityMember2020-11-012020-11-300001823239us-gaap:NoncontrollingInterestMembermrvi:MaravaiTopcoHoldingsLLCMember2021-01-012021-12-310001823239us-gaap:NoncontrollingInterestMembermrvi:MaravaiTopcoHoldingsLLCMember2020-01-012020-12-310001823239us-gaap:NoncontrollingInterestMember2020-10-012020-10-310001823239mrvi:ConsultingServicesMembermrvi:CuriaGlobalMembersrt:AffiliatedEntityMember2021-01-012021-12-310001823239mrvi:CharitableFoundationContributionMembermrvi:MaravaiLifeSciencesFoundationMembersrt:AffiliatedEntityMember2021-01-012021-12-310001823239mrvi:ConsultingServicesMembermrvi:CuriaGlobalMembersrt:AffiliatedEntityMember2022-01-012022-12-310001823239us-gaap:OperatingSegmentsMembermrvi:NucleicAcidProductionSegmentMember2022-01-012022-12-310001823239us-gaap:OperatingSegmentsMembermrvi:NucleicAcidProductionSegmentMember2021-01-012021-12-310001823239us-gaap:OperatingSegmentsMembermrvi:NucleicAcidProductionSegmentMember2020-01-012020-12-310001823239us-gaap:OperatingSegmentsMembermrvi:BiologicsSafetyTestingSegmentMember2022-01-012022-12-310001823239us-gaap:OperatingSegmentsMembermrvi:BiologicsSafetyTestingSegmentMember2021-01-012021-12-310001823239us-gaap:OperatingSegmentsMembermrvi:BiologicsSafetyTestingSegmentMember2020-01-012020-12-310001823239us-gaap:OperatingSegmentsMembermrvi:ProteinDetectionSegmentMember2022-01-012022-12-310001823239us-gaap:OperatingSegmentsMembermrvi:ProteinDetectionSegmentMember2021-01-012021-12-310001823239us-gaap:OperatingSegmentsMembermrvi:ProteinDetectionSegmentMember2020-01-012020-12-310001823239us-gaap:OperatingSegmentsMember2022-01-012022-12-310001823239us-gaap:OperatingSegmentsMember2021-01-012021-12-310001823239us-gaap:OperatingSegmentsMember2020-01-012020-12-310001823239us-gaap:IntersegmentEliminationMember2022-01-012022-12-310001823239us-gaap:IntersegmentEliminationMember2021-01-012021-12-310001823239us-gaap:IntersegmentEliminationMember2020-01-012020-12-310001823239mrvi:AlphazymeLLCMemberus-gaap:SubsequentEventMember2023-01-012023-01-310001823239mrvi:AlphazymeLLCMemberus-gaap:SubsequentEventMember2023-01-31

ý			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware

85-2786970

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

10770 Wateridge Circle Suite 200 San Diego, California

92121

(Address of principal executive offices)

(Zip code)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value

MRVI

The Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Large accelerated filer			ý			Accelerated filer			o
Non-accelerated filer			o			Smaller reporting company			o
						Emerging growth company			o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. x

						Page
Forward-Looking Statements						3
Part I.						4
Item 1.			Business			4
Item 1A.			Risk Factors			22
Item 1B.			Unresolved Staff Comments			59
Item 2.			Properties			59
Item 3.			Legal Proceedings			59
Item 4.			Mine Safety Disclosures			59
Part II.						60
Item 5.			Market for Registrant's Common Equity, Related Stockholder Matters and Issue Purchases of Equity Securities			60
Item 6.			Reserved			61
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			61
Item 7A.			Quantitative and Qualitative Disclosures			80
Item 8.			Financial Statements and Supplementary Data			81
Item 9.			Changes in and Disagreements with Accountants			128
Item 9A.			Controls and Procedures			128
Item 9B.			Other Information			130
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			130
Part III.						131
Item 10.			Directors, Executive Officers and Corporate Governance			131
Item 11.			Executive Compensation			131
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			131
Item 13.			Certain Relationships and Related Transactions and Director Independence			131
Item 14.			Principal Accounting Fees and Services			131
Part IV.						132
Item 15.			Exhibits			132
Item 16.			Form 10-K Summary			135
Signatures						136

Maravai LifeSciences Holdings, Inc. (also referred to in this document as “Maravai”, “we”, “us” or “the Company”) 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. Our customers include the top global biopharmaceutical companies ranked by research and development expenditures according to industry consultants, and many other emerging biopharmaceutical and life sciences research companies, as well as leading academic research institutions and in vitro diagnostics companies. Our products address the key phases of biopharmaceutical development spanning research to commercialization and include complex nucleic acids for diagnostic, vaccine and therapeutic applications, and antibody-based products to detect impurities during the production of biopharmaceutical products.

programs included two commercial programs led by Pfizer in partnership with BioNTech and one led by BioNTech in partnership with Fosun Pharma, as well as the bivalent booster vaccine developed by Pfizer in partnership with BioNTech to address the Omicron strain of the virus. In addition to these commercialized programs, CleanCap has been incorporated into many earlier stage programs addressing COVID-19 that have not yet been commercialized. Additionally, the U.S. Food and Drug Administration (“FDA”) issued policies on February 22, 2021 to guide medical product developers concerning the development of products to address the future of variants of the COVID-19 virus specifically covering vaccines and therapeutics. We believe this guidance may streamline the future development and approval of mRNA vaccines utilizing our products and that they would likely be incorporated into customer regulatory filings as a result.

mRNA is at the core of our capabilities. We developed our expertise in mRNA with a belief in its potential as a therapeutic modality. The first clinical trial for an mRNA therapeutic agent occurred in 2016. Now, more than 750 clinical trials are in the pipeline, principally focused on vaccines against viruses and cancer vaccines. With the COVID-19 pandemic, mRNA has shown its potential for more rapid vaccine design and manufacture when compared to traditional techniques involving culturing inactivated virus to elicit an immune response. COVID-19 has helped highlight the potential advantage of mRNA as a treatment modality and directed significant resources to the growing base of knowledge about mRNA. This knowledge is now being directed at future vaccine programs addressing infectious diseases as well as for therapeutic agents for a host of human diseases. We are positioned to serve our biopharmaceutical customers in the fast-growing field of mRNA across a range of clinical programs for a variety of diseases.

While we do not provide products that are themselves regulated as drugs or in vitro diagnostics, our customers frequently incorporate our products into their highly validated products and processes. For example, we provide oligonucleotides and antibody-based products used by in vitro diagnostic product manufacturers for their on-market products. Because of the extensive validation required for these products, these components are frequently purchased for the life of our customers’ products and we believe they are unlikely to be substituted. In addition, our analytical tools are used in the design and development of manufacturing processes and often will be used throughout the life cycle of our customers’ manufactured products. Once our services or products are qualified by our customers, we are written into regulatory documents and standard operating procedures. As a result, our customer relationships frequently span many years.

We provide products that support our customers’ needs from discovery through commercialization of their vaccines, therapeutic agents and in vitro diagnostic products. Our products are frequently incorporated into our customers’ products, whether as research products or APIs used in development or research products incorporated as raw materials into on-market products. They may also be incorporated into the manufacturing process itself. We are therefore a critical part of our customers’ supply chain and they frequently seek to maintain their supply relationship with us for the life of their products or development programs.

mRNA. mRNA is an intermediary molecule that translates the genetic information stored in DNA into proteins. The genetic information stored in DNA is transferred to mRNA in a cellular process called transcription. This process occurs in the nucleus of cells. DNA, a double stranded molecule, is unwound and copied as mRNA by the enzyme RNA polymerase. mRNA is then transferred out of the nucleus to the cytosol, a component of the cytoplasm of a cell, where it serves as a blueprint for making cellular proteins by a multi-component organelle complex called the ribosome.

RNA Capping. Within the mRNA category, we also offer our CleanCap products. Our proprietary CleanCap analogs principally serve the mRNA vaccine and therapeutics markets, including vaccine candidates in development for immunizing against COVID-19. Cap analogs are a component of mRNA that aids in protein production as well as in making mRNA more stable inside cells. For mRNA to serve as a template to make a protein, it requires a special cap at the 5’ end of the molecule. The cap structure also affects the stability of the mRNA. Lack of a cap can result in activation of the innate immune system, which can affect the production of the desired protein or elicit undesired biological effects. We offer a suite of CleanCap analogs that are specifically made for therapeutics and vaccines. Based on the Industry Analysis, we believe our cap analogs are critical features of several mRNA vaccines in development.

Oligonucleotides. The oligonucleotide product category supports broad customer applications, including therapeutics, in vitro diagnostics, next generation sequencing (“NGS”) and CRISPR-based gene editing. Most of our TriLink BioTechnologies oligonucleotide products are custom manufactured DNA or RNA sequences, often highly modified and produced as research grade or under GMP conditions for use in development, clinical and commercial applications.

Oligonucleotide Synthesis Inputs. Our product offerings through Glen Research include reagents and support supplies for DNA and RNA oligonucleotide synthesis, labeling, modification and purification. We are a reputable and trusted vendor with a large portfolio, quality brand, knowledgeable technical support, and responsive customer service. In addition to oligonucleotide synthesis service providers, our customer base includes life science, biopharma, and diagnostic companies as well as academic institutions and government organizations, all of which internally manufacture their own oligonucleotide products.

Nucleoside triphosphates. Nucleoside triphosphates (“NTPs”) are the precursors to DNA and RNA. They are composed of a nitrogen base bound to either ribose or deoxyribose with three phosphate groups added to the sugar. We manufacture NTPs that are used in polymerase chain reactions (“PCR”), in sequencing reactions and in the manufacture of mRNA. The NTPs can be unmodified, composed of the four standard bases, or modified, with a base altered to enhance a particular biological property, such as the ability to evade the innate immune system in therapeutic applications. TriLink BioTechnologies NTPs are used by customers in both research and clinical trial applications. Our manufacturing capabilities for NTPs now includes both research use and GMP-grade.

Plasmid DNA. Unlike genomic DNA, which constitutes the chromosome, plasmid DNA exists outside the chromosome and represents small circular double-stranded constructs. Plasmid DNA is frequently used as a vector for replicating nucleic acid products. Plasmid DNA is integral to the production of mRNA, serving as the nucleic acid template for the DNA-dependant RNA polymases that frequently are used in the manufacturing of mRNA. Our plasmid DNA offering allows us to ensure the quality and timeliness of the mRNA API manufacturing campaigns that we service for our customers.

HCP ELISA kits. HCP ELISAs are kits used to detect residual proteins from the expression system used in bioproduction. HCPs constitute a major group of process-related impurities produced using cell culture technology no matter what cell expression platform is used. HCPs pose potential health risks for patients and the risk of failure of safety endpoints for drug manufacturers. When present in the administered product, even at low levels, HCPs can induce an undesired immune response, interfere with drug efficacy and impact drug stability. HCPs are a critical quality attribute for biologics safety testing development and must be adequately removed during the downstream purification process.

We believe our products stand out when compared to those of our competitors’ because they present innovative solutions to customer needs, as indicated by the responses to the Industry Analysis, while providing reliable performance and quality. CleanCap, for example, offers advantages over competing capping technologies in yield, stability and safety. Our oligonucleotides address complex chemistry challenges, which we believe few competitors can address. The results of the Industry Analysis indicate that our HCP ELISA kits have defined the market for impurity detection and we believe they have become a de facto standard in biologics safety testing.

•Pivot toward mRNA vaccines and therapeutics for non-COVID indications has been accelerated in part by COVID-19. The first two vaccines approved for use in combating the COVID-19 pandemic were mRNA vaccines,

including the vaccine developed by Pfizer and BioNTech which uses our CleanCap product. Our CleanCap product is also incorporated into the bivalent booster vaccine developed by Pfizer and BioNTech. The mRNA platforms are gaining prominence as a result of their fast development time, lower relative manufacturing costs and proven safety profile. Pfizer and BioNTech are now developing a combined COVID-19 and Influenza vaccine that has been placed into a designation that can “fast-track” a regulatory decision by the FDA. In addition to the COVID-19 vaccines, mRNA technology is being investigated for a spectrum of other infectious diseases as well as cancer vaccines, including personalized medicine vaccines. We expect research in other mRNA vaccines to experience increased growth as research conducted for COVID-19 diffuses more broadly into other vaccines and therapies. RNA expertise is highly specialized, and customers seek partners with our expertise to provide these complex products. A small number of providers, like ourselves, with a successful track record for COVID-19, can provide this level of RNA capability.

•Rapid growth in development of cell and gene therapies. Five new cell and gene therapy approvals (Carvykti, Roctavian, Upstanza, Hemgenix, Adstiladrin) were all granted FDA or EMA approval in 2022 and have added clinical credibility to cell and gene therapies. Our internal analysis, supported by third-party research, projects that by 2027, 40-50% of the mRNA pipeline assets will be for in vivo gene editing and ex vivo gene-edited cell therapies. We support the development of cell and gene therapies by providing products used in gene editing and cell therapy research. For example, our host cell protein assays are used during the manufacturing of viral vectors and plasmid DNA. Further, we participate by providing the critical high quality synthetic guide RNA and mRNA that encodes for gene-editing enzymes, such as Cas9 that are used in vivo gene editing and ex vivo gene-edited cell therapies.

•Large and growing pipeline of protein-based therapeutics. In addition to cell and gene therapies, an increase in protein-based therapies is driving the need for impurity testing during process development and manufacturing from our Biologics Safety Testing business. Classical biologics are evolving to be expressed in vivo via mRNA. Our analysis suggests that therapeutic proteins and protein replacement may represent as much as 25% of the mRNA pipeline by 2027. We are well positioned to leverage our service capabilities and deep understanding of mRNA biology to serve our customers’ needs to express these large, complex, peptide-based molecules.

While biopharmaceutical research and in vitro diagnostics markets are experiencing strong growth, we target the highest growth segments within those markets. Our product portfolio is well positioned to serve the biologic, cell and gene therapy and mRNA vaccine and therapeutic end markets, which are currently experiencing above-market growth. By investing in technologies at the forefront of biopharmaceutical and in vitro diagnostics, we aim to remain focused on the highest-growth applications.

•address our core target markets;

•have a demonstrated adherence to high quality standards;

•be leaders in their market niche(s);

•have differentiated or proprietary products and processes that provide clear value to our biopharmaceutical and other customers; and

•have a track record of attractive rates of growth and compelling returns on invested capital.

We have relationships with the following categories of customers: developers of therapeutics and vaccines, other biopharmaceutical and life science research companies, academic institutions and molecular diagnostic companies. Developers of therapeutics and vaccines, including cell and gene therapies, comprise about 85% of our customer base. Our biopharmaceutical customers include startups, established biotechnology companies and large pharmaceutical companies developing enzyme replacement therapies, gene editing therapies, ex vivo therapies and vaccines.

We (through TriLink BioTechnologies) entered into a Nonexclusive Patent License and Material Transfer Agreement with The Broad Institute, Inc. (“Broad”) effective as of July 5, 2017, and amended on September 29, 2017 (the “Broad Patent License Agreement”). Broad, together with a consortium of educational institutions (including Harvard University and the Massachusetts Institute of Technology), owns and controls certain patent rights relating to genome editing technology, including the CRISPR-Cas9 gene editing processes and have a licensing program for use and commercialization of technologies and products covered by the underlying patent rights. Under the Broad Patent License Agreement, Broad grants to us a non-exclusive, royalty-bearing, non-transferable and non-sublicensable, worldwide license under the licensed patent rights to manufacture and sell products and to perform certain in vitro processes or services on a fee-for-service basis, in each case, solely as research tools for research purposes (excluding human, clinical or diagnostic uses). We must use diligent efforts to develop products, introduce products into the commercial market and make products reasonably available to the public. We are obligated to pay a mid-five figure annual license maintenance fee and royalties in the range of 5% to 10% on net sales of covered products and processes.

We (through Glen Research) are a party to a Commercial Supply and License Agreement with Biosearch Technologies, Inc. (“BTI”), dated June 29, 2004, as amended on November 8, 2004 (the “BTI Biosearch Dyes Agreement”), under which BTI agrees to supply us with certain BTI dyes and we are granted a worldwide, non-exclusive license to sell certain BTI dyes and to use BTI’s product-related trademarks to do so. The BTI dyes can only be sold for the customer’s internal research and development use and inclusion in commercial kits or any commercial application is prohibited unless the customer has obtained a valid commercial license from BTI. The rights granted do not include sales to customers for use in human in vitro or clinical diagnosis. We are required to pay a per unit price for the licensed BTI products.

We continue to invest in our Wateridge facility with recent expansions allowing for the manufacture of plasmid DNA and creation of ISO Class 8 and ISO Class 7 clean rooms providing for an expansion of the scale at which we can manufacture CleanCap and NTPs, supported by a pilot plant for development of large-scale manufacturing processes. This investment has allowed us to substantially increase our capacity for nucleic acid production and specifically CleanCap meeting the demand from our customers without interruption or constraints.

•the surface and air transportation of chemicals, biological reagents and hazardous materials;

•the handling, use, storage and disposal of chemicals (including toxic substances), biological reagents and hazardous waste;

•the procurement, handling, use, storage and disposal of biological products for research purposes;

•the safety and health of employees and visitors to our facilities; and

•protection of the environment and general public.

Environmental laws and regulations. We believe that our operations comply in all material respects with applicable laws and regulations concerning environmental protection. To date, there have been no material effects upon our earnings or competitive position resulting from our compliance with applicable laws or regulations enacted or adopted relating to the protection of the environment. Our capital and operating expenditures for pollution control in 2022 and 2021 were not material.

Patents. Our intellectual property strategy is focused on protecting through patents and other intellectual property rights our core products and services, including CleanCap, and related instrumentation and applications. In addition, we protect our ongoing research and development into critical reagents for cell and gene therapy through patents and other intellectual property rights. Our patent portfolio generally includes patents and patent applications relating to compositions and methods for the production of oligonucleotides, nucleic acids, immunofluorescence assays, and mock viral particles. We may own provisional patent applications, and provisional patent applications are not eligible to become issued patents until, among other things, we file national stage patent applications either directly or via the PCT within 12 or 30 to 32 months, respectively. If we do not timely file any national stage patent applications, we may lose our priority date with respect to our provisional patent applications and any patent protection on the inventions disclosed in such provisional patent applications. We cannot predict whether any such patent applications will result in the issuance of patents that provide us with any competitive advantage.

Jurisdiction						Patent Number						Title						Expiration
United States						10494399						Compositions and methods for synthesizing 5′-Capped RNAs						2036
United States						10519189						Compositions and methods for synthesizing 5′-Capped RNAs						2036
United States						10913768C1						Compositions and methods for synthesizing 5′-Capped RNAs						2036
United States						11414453						Compositions and methods for synthesizing 5′-Capped RNAs						2036
Europe						3352584						Compositions and methods for synthesizing 5′-Capped RNAs						2036
Australia						2016328645						Compositions and methods for synthesizing 5′-Capped RNAs						2036
Japan						6814997						Compositions and methods for synthesizing 5′-Capped RNAs						2036
Japan						7082174						Compositions and methods for synthesizing 5′-Capped RNAs						2036

Jurisdiction						Patent Number						Title						Expiration
United States						9632087						Methods for evaluating viral clearance from a biopharmaceutical solution employing mock viral particles						2034
United States						10309963						Methods for evaluating viral clearance from a process solution employing mock viral particles						2034
Europe						3044339						Methods and kits for quantifying the removal of mock virus particles from a purified solution						2034
Australia						2014320015						Methods and kits for quantifying the removal of Mock Virus Particles from a purified solution						2034
China						105899684						Methods and kits for quantifying pseudoviral particles removed from purified solution						2034
Japan						6549126						Methods and kits for removal of mock virus particles from a purified solution						2034

Trademarks. Our trademark portfolio is designed to protect the brands of our current and future products and includes U.S. trademark registrations for our company name, Maravai LifeSciences, subsidiary names Cygnus Technologies and TriLink Biotechnologies and various product names, such as CleanCap and MockV.

Trade Secrets. We also rely on trade secrets, including know-how, unpatented technology and other proprietary information, to strengthen our competitive position. We have determined that certain technologies, such as the production of antibodies for biologics safety testing, are better kept as trade secrets, rather than pursuing patent protection. To prevent disclosure of trade secrets to others, it is our policy to enter into nondisclosure, invention assignment and confidentiality agreements with parties who have access to trade secrets, such as our employees, collaborators, outside scientific collaborators, consultants, advisors and other third parties. These agreements also provide that all inventions resulting from work performed for us or relating to our business and conceived or completed during the period of employment or assignment, as applicable, are our exclusive property. In addition, we take other appropriate precautions, such as physical and technological security measures, to guard against misappropriation of our proprietary information by third parties.

•Connected — believing in people, trust and collaboration.

•Open — embracing ideas and perspectives for better outcomes.

•Driven — finding a better way, always.

•Empowered - valuing integrity and accountability in everything we do.

•The extent and duration of our revenue associated with COVID-19-related products and services are uncertain and are dependent, in important respects, on factors outside our control.

•Changes in economic conditions could negatively impact our revenue and earnings.

•Certain of our products are used by customers in the production of vaccines and therapies, some of which represent relatively new and still-developing modes of treatment. Unforeseen adverse events, negative clinical outcomes, development of alternative therapies, or increased regulatory scrutiny of these and their financial cost may damage public perception of the safety, utility, or efficacy of these vaccines and therapies or other modes of treatment and may harm our customers’ ability to conduct their business. Such events may negatively impact our revenue and have an adverse effect on our performance.

•We are dependent on our customers’ spending on and demand for outsourced nucleic acid production and biologics safety testing products and services. A reduction in spending or demand could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

•We compete with life science, pharmaceutical and biotechnology companies who are substantially larger than we are and potentially capable of developing new approaches that could make our products, services and technology obsolete.

•If our products and services do not perform as expected or the reliability of the technology on which our products and services are based in questioned, we could experience lost revenue, delayed or reduced market acceptance of our products and services, increased costs and damage to our reputation.

•Our products are highly complex and are subject to quality control requirements.

•Our commercial success depends on the market acceptance of our life science reagents. Our reagents may not achieve or maintain significant commercial market acceptance.

•Our operating results may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

•Ongoing geopolitical instability and the resulting economic disruption may negatively impact our business, operations and financial condition.

•Product liability lawsuits against us could cause us to incur substantial liabilities, limit sales of our existing products and limit commercialization of any products that we may develop.

•Our acquisitions expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies.

•We depend on a limited number of customers for a high percentage of our revenue. If we cannot maintain our current relationships with customers, fail to sustain recurring sources of revenue with our existing customers, or if we fail to enter into new relationships, our future operating results will be adversely affected.

•We rely on a limited number of suppliers or, in some cases, sole suppliers, for some of our raw materials and may not be able to find replacements or immediately transition to alternative suppliers.

•Our products could become subject to more onerous regulation by the FDA or other regulatory agencies in the future, which could increase our costs and delay or prevent commercialization of our products, thereby materially and adversely affecting our business, financial condition, results of operations, cash flows and prospects.

•If we are unable to obtain, maintain and enforce intellectual property protection for our current or future products, or if the scope of our intellectual property protection is not sufficiently broad, our ability to commercialize our products successfully and to compete effectively may be materially adversely affected.

•If we fail to comply with our obligations under any license agreements, disagree over contract interpretation, or otherwise experience disruptions to our business relationships with our licensors, we could lose intellectual property rights that are necessary to our business.

•Our existing indebtedness could adversely affect our business and growth prospects.

•Our principal asset is our interest in Maravai Topco Holdings, LLC (“Topco LLC”), and, accordingly, we depend on distributions from Topco LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Topco LLC’s ability to make such distributions may be subject to various limitations and restrictions.

•Conflicts of interest could arise between our shareholders and Maravai Life Sciences Holdings, LLC (“MLSH 1”), which may impede business decisions that could benefit our shareholders.

•The Tax Receivable Agreement requires us to make cash payments to MLSH 1 and Maravai Life Sciences Holdings 2, LLC (“MLSH 2”) in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

•Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon MLSH 1 and MLSH 2 that will not benefit the other common shareholders to the same extent as they will benefit MLSH 1 and MLSH 2.

•GTCR, LLC (“GTCR”) controls us, and its interests may conflict with ours or yours in the future.

•Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our shareholders to replace or remove our current management, even if beneficial to our shareholders.

Certain of our products, including our proprietary CleanCap® analogs, are used by our customers in the production of COVID-19 vaccines. While our results of operations and cash flows have been positively impacted by a strong demand for our proprietary CleanCap analogs and ongoing demand for highly modified RNA products, particularly mRNA, the evolving nature of the COVID-19 pandemic and the resulting global public health response will affect the continued demand for our COVID-19 related products and services, which have comprised the majority of our revenue for the past three years. For the years ended December 31, 2022, 2021 and 2020, we estimate that revenue from COVID-19 related products and services represented approximately 67.9%, 69.7% and 35.4%, respectively, of our total revenues. The ongoing manufacture and supply of COVID-19 vaccines (including bivalent booster doses) by our customers is uncertain and subject to various political, social, economic, and regulatory factors that are outside of our control, including the duration of the pandemic; emerging information concerning the severity and incidence of the virus and its variants; the emergence of additional virus variants; regional resurgences of the virus globally; the rate at which the population globally becomes vaccinated against COVID-19; the development and availability of antiviral therapeutic alternatives; the lapsing of the public health emergency declaration made pursuant to Section 319 of the Public Health Service Act in January 2020 with respect to the COVID-19 pandemic; and political and social debate relating to the need for, efficacy of, or side effects related to one or more specific COVID-19 vaccines. As the supply and manufacture of COVID-19 vaccines by our customers slows, or becomes no longer necessary, including if COVID-19 vaccines by our customers’ competitors are determined or perceived to be more effective, we expect that demand for our COVID-19 related products and services will significantly decrease, which would have a material adverse effect on our revenue, results of operations and financial condition.

•broader name recognition;

•longer operating histories and the benefits derived from greater economies of scale;

•larger and more established distribution networks;

•additional product and service lines and the ability to bundle products and services to offer higher discounts or other incentives to gain a competitive advantage;

•more experience in conducting research and development, manufacturing and marketing;

•more experience in entering into collaborations or other strategic partnership arrangements; and

•more financial, manufacturing and human resources to support product development, sales and marketing and patent and other intellectual property litigation.

•demand from our largest customers for COVID-19-related products and services (which currently comprise a significant percentage of our revenue and orders) may not meet our expectations regarding volume and price in any given time period;

•the level of demand for our other (non-COVID-19-relate) products and services, which may vary significantly;

•our ability to increase penetration in our existing markets and expand into new markets;

•our customers accelerating, canceling, reducing or delaying orders as a result of developments related to their pre-clinical studies and clinical trials;

•the relative reliability and robustness of our products and services;

•changes in governmental regulations or the regulatory posture toward our business;

•the volume and mix of the products and services we sell;

•changes in the production or sales costs related to our products and services;

•the ongoing success of our newer products, such as our CleanCap® and mRNA products;

• the rate of introduction of other new products or product enhancements by us or others in our industry;

•the timing and amount of expenditures that we may incur to acquire, develop or commercialize additional products, services and technologies or for other purposes, such as the expansion of our facilities;

•changes in governmental and academic funding of life sciences research and developments or changes that impact budgets, budget cycles or seasonal spending patterns of our customers;

•future accounting pronouncements or changes in our accounting policies;

•difficulties encountered by our commercial carriers in delivering our products, whether as a result of external factors such as weather or negative macroeconomic conditions or internal issues such as labor disputes;

•general market conditions and other factors outside of our control, such as natural disasters, geopolitical unrest, war, terrorism, public health issues (including the ongoing COVID-19 pandemic) or other catastrophic events; and

•the other factors described in this “Risk Factors” section.

•interruption of or delays in receiving products and supplies from the third parties we rely on to, among other things, manufacture components to our products, due to staffing shortages, production slowdowns or stoppages and disruptions in delivery systems, which may impair our ability to manufacture and sell our products and services;

•limitations on our business operations by the local, state or federal government that could impact our ability to manufacture, sell or deliver our products and services;

•on-site visit limitations and prohibitions imposed by customers that could impact our ability to engage in pre-sales activities, and to provide post-sale activities, such as training, service and support;

•delays in customers’ purchasing decisions and negotiations with customers and potential customers;

•business disruptions caused by workplace, laboratory and office closures and an increased reliance on employees working from home, travel limitations, cyber security and data accessibility limits, or communication or mass transit disruptions;

•limitations on employee resources that would otherwise be focused on the conduct of our activities, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people;

•reductions in productivity of our customers in certain countries or regions due to government-mandated shutdowns and quarantines, such as China’s Zero Covid Policy; and

•increased competition as quarantines and shelter-in-place orders are lifted by governments in regions where our competitors, particularly international competitors, are located.

The extent to which the current or any future pandemic may negatively impact our consolidated operations and results of operations or those of our third-party manufacturers, suppliers, partners or customers continues depend on future developments. The factors that could cause such adverse impact include: the severity and duration of the pandemic; the emergence of new virus variants; lack of demand for vaccines; the U.S. economy and global economy, including impacts resulting from supply chain constraints and inflationary pressures; and the timing, scope and effectiveness of U.S. and international governmental, regulatory, fiscal, monetary and public health responses to such pandemic and associated economic disruptions.

•our ability to increase awareness of the capabilities of our technology and solutions;

•our customers’ willingness to adopt new products, services and technologies;

•whether our products and services reliably provide advantages over legacy and other alternative technologies and are perceived by customers to be cost effective;

•our ability to execute on our strategy to scale-up our CleanCap technology to meet increasing demand and provide channels to access our CleanCap technology and life science reagents;

•the rate of adoption of our products and services by biopharmaceutical companies, academic institutions and others;

•the relative reliability and robustness of our products and services as a whole and the components of our life science offerings, including, for example, CleanCap and our assays for detecting host cell proteins;

•our ability to develop new tools and solutions for customers;

•whether competitors develop and commercialize products and services that provide comparable features and benefits at scale;

•the impact of our investments in product innovation and commercial growth;

•negative publicity regarding our or our competitors’ products resulting from defects or errors; and

•our ability to further validate our technology through research and accompanying publications.

•decreased demand for our products and any products that we may develop;

•injury to our reputation;

•costs to defend the related litigation;

•loss of revenue; and

•the inability to commercialize products that we may develop.

•difficulties in integrating new operations, systems, technologies, products, services and personnel of acquired businesses effectively and in a timely manner;

•difficulties in implementing and maintaining controls, procedures and policies with respect to our financial accounting systems, including disclosure controls and procedures and internal control over financial reporting, at acquired businesses that, prior to the acquisition, had lacked such controls, procedures and policies;

•lack of synergies or the inability to realize expected synergies and cost-savings, including enhanced revenue, technology, human resources, cost savings, operating efficiencies and other synergies;

•difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;

•difficulties in managing geographically dispersed operations, including risks associated with entering new or foreign markets in which we have no or limited prior experience;

•underperformance of any acquired technology, product, or business relative to our expectations and the price we paid;

•negative near-term impacts on financial results after an acquisition, including acquisition-related earnings charges;

•the potential loss of key employees, customers, contractual relationships, and strategic partners of acquired companies;

•declining employee morale and retention issues affecting employees of businesses that we acquire, which may result from changes in compensation, or changes in management, reporting relationships, future prospects or the direction of the acquired business;

•claims by terminated employees and shareholders of acquired companies or other third parties related to the transaction;

•the assumption or incurrence of historical liabilities, obligations and expenses of the acquired business, including unforeseen and contingent or similar liabilities that are difficult to identify or accurately quantify, or other litigation-related liabilities and regulatory actions;

•the assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of our cash;

•the issuance of equity or equity-linked securities to finance or as consideration for any acquisitions that dilute the ownership of our shareholders;

•the issuance of equity securities to finance or as consideration for any acquisitions may not be an option if the price of our Class A common stock is low or volatile which could preclude us from completing any such acquisitions;

•the assumption of certain collaboration, strategic alliance and licensing arrangement may require us to relinquish valuable rights to our technologies or products, or grant licenses on terms that are not favorable to us;

•disruption of our ongoing operations, diversion of management’s attention and company resources from existing operations of the business, and the dedication of significant efforts and expense across all operational areas, including sales and marketing, research and development, manufacturing, finance, legal and information technologies;

•the impairment of intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies;

•the need to later divest acquired assets at a loss if an acquisition does not meet our expectations;

•risks associated with acquiring intellectual property, including potential disputes regarding acquired companies’ intellectual property; and

•difficulties relating to operating with increased leverage and incurring additional interest expense as a result of financing acquisitions with additional indebtedness, which could make us more vulnerable to downturns.

We are subject to a variety of tax liabilities, including federal, state, foreign and other taxes such as income, sales/use, payroll, withholding, and ad valorem taxes. Changes in tax laws or their interpretations could decrease our net income, the value of any tax loss carryforwards, the value of tax credits recorded on our balance sheet and our cash flows, and accordingly could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. In addition, our tax liabilities are subject to periodic audits by the relevant taxing authority, which could increase our tax liabilities.

•we may be required to relinquish important rights to our products;

•we may not be able to control the amount and timing of resources that our distributors or collaborators may devote to the distribution or marketing of our products;

•our distributors or collaborators may experience financial difficulties; and

•business combinations or significant changes in a collaborator’s business strategy may adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement.

We make certain of our products available to customers as research-use-only (“RUO”) products. RUO products are regulated by the FDA as medical devices, and include in vitro diagnostic products in the laboratory research phase of development that are being shipped or delivered for an investigation that is not subject to the FDA’s investigational device exemption requirements. Although medical devices are subject to stringent FDA oversight, products that are intended for RUO and are labeled as RUO are exempt from compliance with most FDA requirements, including premarket clearance or approval, manufacturing requirements, and others. A product labeled RUO but which is actually intended for clinical diagnostic use may be viewed by the FDA as adulterated and misbranded under the FDCA, and subject to FDA enforcement action. The FDA has indicated that when determining the intended use of a product labeled RUO, the FDA will consider the totality of the circumstances surrounding distribution and use of the product, including how the product is marketed and to whom. The FDA could disagree with our assessment that our products are properly marketed as RUO, or could conclude that products labeled as RUO are actually intended for clinical diagnostic use, and could take enforcement action against us, including requiring us to stop distribution of our products until we are in compliance with applicable regulations, which would reduce our revenue, increase our costs and adversely affect our business, prospects, results of operations and financial condition. In the event that the FDA requires us to obtain marketing authorization of our RUO products in the future, there can be no assurance that the FDA will grant any clearance or approval requested by us in a timely manner, or at all.

Third parties may raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). Such proceedings could result in the revocation or cancellation of or amendment to our patents in such a way that they no longer cover our current or future products or provide any competitive advantage. The outcome following legal assertions of invalidity and unenforceability is unpredictable. If a third party were to prevail on a legal assertion of invalidity or unenforceability, we could lose part or all of the patent protection on one or more of our current or future products, which could result in our competitors and other third parties using our technology to compete with us. Such a loss of patent protection could have a material adverse impact on our business, financial condition, results of operations, cash flows and prospects.

•the scope of rights granted under the license agreement and other interpretation related issues;

•the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the license agreement;

•the sublicensing of patent and other rights under our collaborative development relationships;

•our diligence obligations under the license agreement and what activities satisfy those diligence obligations;

•our financial obligations under the license agreement;

•the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and

•the priority of invention of patented technology.

For example, the Leahy-Smith America Invents Act (the “America Invents Act”), was signed into law on September 16, 2011, and many of the substantive changes became effective on March 16, 2013. The America Invents Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations, and prospects. Specifically, the America Invents Act reforms United States patent law in part by changing the U.S. patent system from a “first to invent” system to a “first inventor to file” system. Under a “first inventor to file” system, assuming the other requirements for patentability are met, the first inventor to file a patent application generally will be entitled to the patent on an invention regardless of whether another inventor was the first to invent the invention. This will require us to be cognizant going forward of the time from invention to filing of a patent application and be diligent in filing patent applications. Circumstances may arise that could prevent us from promptly filing patent applications on our inventions and allow third parties to file patents claiming our inventions before we are able to do so. The America Invents Act also includes a number of significant changes that affect the way patent applications will be prosecuted and may also affect patent litigation. These include allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by the USPTO administered post grant proceedings, including reexamination proceedings, inter partes review, post grant review and derivation proceedings. These adversarial proceedings at the USPTO review patent claims without the presumption of validity afforded to U.S. patents in lawsuits in U.S. federal courts, and use a lower burden of proof

than used in litigation in U.S. federal courts. Therefore, it is generally considered easier for a competitor or third party to have a U.S. patent invalidated in a USPTO post-grant review or inter partes review proceeding than in a litigation in a U.S. federal court.

•these agreements may be breached;

•these agreements may not provide adequate remedies for the applicable type of breach; or

•our trade secrets or proprietary know-how will otherwise become known.

•others may be able to develop products that are similar to, or better than, our current or future products in a way that is not covered by the claims of the patents we license or may own currently or in the future;

•we, or our licensing partners or current or future collaborators, might not have been the first to make the inventions covered by issued patents or pending patent applications that we license or may own currently or in the future;

•we, or our licensing partners or current or future collaborators, might not have been the first to file patent applications for certain of our or their inventions;

•our pending owned or in-licensed patent applications may not lead to issued patents;

•we may choose not to file a patent for certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property;

•our competitors or other third parties might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

•it is possible that there are prior public disclosures that could invalidate our or our licensors’ patents;

•the patents of third parties or pending or future applications of third parties, if issued, may have an adverse effect on our business;

•any patents that we obtain may not provide us with any competitive advantages or may ultimately be found not to be owned by us, invalid or unenforceable; or

•we may not develop additional proprietary technologies that are patentable.

•limiting funds otherwise available for financing our capital expenditures by requiring us to dedicate a portion of our cash flows from operations to the repayment of debt and the interest on this debt;

•limiting our ability to incur or prepay existing indebtedness, pay dividends or distributions, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments and make changes in the nature of the business, among other things;

•making us more vulnerable to rising interest rates, as certain of our borrowings, including borrowings under the Credit Agreement, bear variable rates of interest; and

•making us more vulnerable in the event of a downturn in our business.

Our ability to make scheduled debt service payments or to refinance outstanding debt obligations depends on our financial and operating performance, which is subject to prevailing economic, industry and competitive conditions and certain financial, business, economic and other factors beyond our control, including those discussed under “Risk Related to Our Business and Strategy” above. We may not be able to maintain a sufficient level of cash flow from operating activities to permit us to pay the principal, premium, if any, and interest on our indebtedness. If we cannot meet our debt service obligations, the holders of our indebtedness would have the right to accelerate such indebtedness and, to the extent such indebtedness is secured, foreclose on our assets. This could have serious consequences to our business, financial condition and results of operations and could cause us to become bankrupt or insolvent. Even if this does not occur, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our creditworthiness, which would also harm our ability to incur additional indebtedness.

•incur additional indebtedness;

•incur liens;

•merge, dissolve, liquidate, amalgamate, consolidate or sell all or substantially all of our assets;

•declare or pay certain dividends, payments or distribution or repurchase or redeem certain capital stock;

•permit our subsidiaries to enter into agreements restricting their ability to pay dividends, make loans, incur liens and sell assets; and

•make certain investments.

•changes in the valuation of our deferred tax assets and liabilities;

•expected timing and amount of the release of any tax valuation allowances;

•expiration of, or detrimental changes in, research and development tax credit laws; or

•changes in tax laws, regulations or interpretations thereof.

•the requirement that a majority of our Board consist of independent directors;

•the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

•these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of shareholders;

•these provisions provide for a classified board of directors with staggered three-year terms;

•these provisions provide that, at any time when GTCR controls, in the aggregate, less than 40% of the outstanding shares of our Class A common stock, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66 2⁄3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class;

•these provisions prohibit shareholder action by written consent from and after the date on which GTCR controls, in the aggregate, less than 35% in voting power of our stock entitled to vote generally in the election of directors;

•these provisions provide that for as long as GTCR controls, in the aggregate, at least 50% in voting power of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of a majority in voting power of the outstanding shares of our capital stock and at any time when GTCR controls, in the aggregate, less than 50% in voting power of all outstanding shares of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of the holders of at least 66 2⁄3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and

•these provisions establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings; provided, however, at any time when GTCR controls, in the aggregate, at least 10% in voting power of our stock entitled to vote generally in the election of directors, such advance notice procedure will not apply to GTCR.

Location

Approx. Square Footage

Segment

San Diego, CA

185,000

Nucleic Acid Production

Sterling, VA

21,000

Nucleic Acid Production

Leland, NC

46,000

Biologics Safety Testing

Southport, NC

20,000

Biologics Safety Testing

Plan Category						Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)						Weighted-average exercise price of outstanding options, warrants and rights						Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1) (2)						4,464,722						$	17.14					52,446,489
Total						4,464,722						$	17.14					52,446,489

(1)Includes 10,740,041 shares that remain available for purchase under the 2020 Employee Stock Purchase Plan and 46,171,170 shares of common stock that remain available for grant under the 2020 Omnibus Incentive Plan. The 2020 Omnibus Incentive Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each calendar year during the term of the Plan, equal to the lesser of (a) 4.0% of the aggregate number of shares and shares of Class B common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board. The 2020 Employee Stock Purchase Plan also provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each calendar year during the term of the plan, equal to the lesser of (a) 1.25% of the aggregate number of shares and shares of Class B common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board, provided that the shares reserved under the ESPP shall not exceed an aggregate of 10,948,877 shares.

(2)The weighted average exercise price includes restricted stock unit awards that can be exercised for no consideration. The weighted average exercise price excluding these restricted stock units is $26.45.

We are a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, novel vaccines and support research on human diseases. Our customers include the top global biopharmaceutical companies ranked by research and development expenditures according to industry consultants, and many other emerging biopharmaceutical and life sciences research companies, as well as leading academic research institutions and in vitro diagnostics companies. Our products address the key phases of biopharmaceutical development and include complex nucleic acids for diagnostic and therapeutic applications, antibody-based products to detect impurities during the production of biopharmaceutical products, and products to detect the expression of proteins in tissues of various species.

Management uses Adjusted EBITDA to evaluate the financial performance of our business and the effectiveness of our business strategies. We present Adjusted EBITDA and Adjusted Free Cash Flow because we believe they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry, and they facilitate comparisons on a consistent basis across reporting periods. Further, we believe they are helpful in highlighting trends in our operating results because they exclude items that are not indicative of our core operating performance. Adjusted EBITDA is also a component of the financial covenant under our credit agreement that governs our ability to access more than $63.0 million in aggregate letters of credit and available borrowings under our revolving credit facility. In addition, if we borrow more than $63.0 million, we are required to maintain a specified net leverage ratio. See “Liquidity and Capital Resources—Sources of Liquidity—Debt Covenants” for a discussion of this financial covenant.

•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;

•the non-cash component of employee compensation expense; and

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

Non-controlling interests represent the portion of profit or loss, net assets and comprehensive income or loss of our consolidated subsidiaries that is not allocable to the Company based on our percentage of ownership of such entities. Income or loss attributed to the non-controlling interests is based on the LLC Units outstanding during the period and is presented on the consolidated statements of income. As of December 31, 2022, we hold 51.6% of the outstanding LLC Units of Topco LLC and 48.4% of the outstanding LLC Units of Topco LLC are held by MLSH 1.

			Year Ended December 31,
			2022						2021						Change
			(in thousands, except per share data)
Revenue			$	883,001					$	799,240					10.5		%
Operating expenses:
Cost of revenue (1)			168,957						140,561						20.2		%
Selling, general and administrative (1)			129,259						100,064						29.2		%
Research and development (1)			18,369						15,219						20.7		%
Change in estimated fair value of contingent consideration			(7,800)						—						*
Gain on sale of business			—						(11,249)						*
Total operating expenses			308,785						244,595						26.2		%
Income from operations			574,216						554,645						3.5		%
Other income (expense), net			(22,744)						(23,880)						(4.8)		%
Income before income taxes			551,472						530,765						3.9		%
Income tax expense			60,809						61,515						(1.1)		%
Net income			$	490,663					$	469,250					4.6		%
Net income attributable to non-controlling interests			270,458						287,213						(5.8)		%
Net income attributable to Maravai LifeSciences Holdings, Inc.			$	220,205					$	182,037					21.0		%
Net income per Class A common share attributable to Maravai LifeSciences Holdings, Inc.:
Basic			$	1.67					$	1.59
Diluted			$	1.67					$	1.56
Weighted average number of Class A common shares outstanding:
Basic			131,545						114,791
Diluted			255,323						257,803
Non-GAAP measures:
Adjusted EBITDA			$	637,800					$	582,820
Adjusted Free Cash Flow			$	590,897					$	565,821

*Not meaningful

(1)Includes equity-based compensation expense as follows (in thousands, except percentages):

			Year Ended December 31,
			2022						2021						Change
Cost of revenue			$	4,192					$	1,915					118.9		%
Selling, general and administrative			13,349						8,263						61.6		%
Research and development			1,129						280						303.2		%
Total equity-based compensation expense			$	18,670					$	10,458					78.5		%

			Year Ended December 31,																		Percentage of Revenue
			2022						2021						Change						2022						2021
Nucleic Acid Production			$	813,069					$	711,864					14.2		%				92.1		%				89.1		%
Biologics Safety Testing			69,932						68,417						2.2		%				7.9		%				8.5		%
Protein Detection			—						18,959						*						—		%				2.4		%
Total revenue			$	883,001					$	799,240					10.5		%				100.0		%				100.0		%

*Not meaningful

Biologics Safety Testing revenue increased from $68.4 million for the year ended December 31, 2021 to $69.9 million for the year ended December 31, 2022, representing an increase of $1.5 million, or 2.2%. The increase was driven by growth in the underlying markets supporting cell and gene therapies, biosimilar and other biologic programs and growing adoption of MockV® technology for viral clearance prediction during biopharmaceutical manufacturing.

			Year Ended December 31,
			2022						2021
Revenue:
Nucleic Acid Production			$	813,076					$	712,520
Biologics Safety Testing			69,932						68,417
Protein Detection			—						18,959
Total reportable segments’ revenue			883,008						799,896
Intersegment eliminations			(7)						(656)
Total			$	883,001					$	799,240
Segment adjusted EBITDA:
Nucleic Acid Production			$	638,337					$	565,254
Biologics Safety Testing			54,841						54,440
Protein Detection			—						6,391
Total reportable segments’ adjusted EBITDA			693,178						626,085
Reconciliation of total reportable segments’ adjusted EBITDA to income before income taxes
Amortization			(24,269)						(18,339)
Depreciation			(7,566)						(6,413)
Interest expense			(20,414)						(30,260)
Interest income			2,338						—
Corporate costs, net of eliminations			(55,378)						(43,265)
Other adjustments:
Acquisition contingent consideration			7,800						—
Acquisition integration costs			(13,362)						(44)
Equity-based compensation			(18,670)						(10,458)
Gain on sale of business			—						11,249
Merger and acquisition related expenses			(2,416)						(1,508)
Financing costs			(1,078)						(2,383)
Acquisition related tax adjustment			(349)						—
Tax Receivable Agreement liability adjustment			(4,102)						6,101
Chief Executive Officer transition costs			(2,426)						—
Other			(1,814)						—
Income before income taxes			551,472						530,765
Income tax expense			(60,809)						(61,515)
Net income			$	490,663					$	469,250

			Year Ended December 31,
			2022						2021
Net income			$	490,663					$	469,250
Add:
Amortization			24,269						18,339
Depreciation			7,566						6,413
Interest expense			20,414						30,260
Interest income			(2,338)						—
Income tax expense			60,809						61,515
EBITDA			601,383						585,777
Acquisition contingent consideration (1)			(7,800)						—
Acquisition integration costs (2)			13,362						44
Equity-based compensation (3)			18,670						10,458
Gain on sale of business (4)			—						(11,249)
Merger and acquisition related expenses (5)			2,416						1,508
Financing costs (6)			1,078						2,383
Acquisition related tax adjustment (7)			349						—
Tax receivable agreement liability adjustment (8)			4,102						(6,101)
Chief Executive Officer transition costs (9)			2,426						—
Other (10)			1,814						—
Adjusted EBITDA			$	637,800					$	582,820

(1)Refers to the change in the estimated fair value of performance payments related to the acquisition of MyChem, which was completed in January 2022.

(2)Refers to incremental costs incurred to execute and integrate completed acquisitions, and retention payments in connection with these acquisitions.

(3)Refers to non-cash expense associated with equity-based compensation.

(4)Refers to the gain on the sale of Vector, which was completed in September 2021.

(5)Refers to diligence, legal, accounting, tax and consulting fees incurred associated with acquisitions that were pursued but not consummated.

(6)Refers to transaction costs related to the refinancing of our long-term debt and costs from a secondary offering of our common stock that are not capitalizable or cannot be offset against proceeds from such transactions.

(7)Refers to non-cash expense associated with adjustments to the carrying value of the indemnification asset recorded in connection with the acquisition of MyChem.

(8)Refers to the adjustment of our Tax Receivable Agreement liability primarily due to changes in our estimated state apportionment and the corresponding change of our estimated state tax rate.

(9)Refers to legal fees and other costs associated with the previously announced Chief Executive Officer leadership transition planned for the middle of 2023.

(10)Refers to the loss recognized during the period associated with certain working capital and other adjustments related to the sale of Vector, which was completed in September 2021, and a loss incurred on extinguishment of debt.

			Year Ended December 31,
			2022						2021
Adjusted EBITDA			$	637,800					$	582,820
Capital expenditures (1)			(46,903)						(16,999)
Adjusted Free Cash Flow			$	590,897					$	565,821

(1)We define capital expenditures as: (i) purchases of property and equipment which are included in cash flows from investing activities, accounts payable and accrued expenses, offset by government funding recognized; and (ii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, including portions included in accounts payable and accrued expenses, offset by government funding recognized.

			Year Ended December 31,																		Percentage of Revenue
			2022						2021						Change						2022						2021
Cost of revenue			$	168,957					$	140,561					20.2		%				19.1		%				17.6		%
Selling, general and administrative			129,259						100,064						29.2		%				14.7		%				12.5		%
Research and development			18,369						15,219						20.7		%				2.1		%				1.9		%
Change in estimated fair value of contingent consideration			(7,800)						—						*						(0.9)		%				—		%
Gain on sale of business			—						(11,249)						*						—		%				(1.4)		%
Total operating expenses			$	308,785					$	244,595					26.2		%				35.0		%				30.6		%

*Not meaningful

			Year Ended December 31,																		Percentage of Revenue
			2022						2021						Change						2022						2021
Interest expense			$	(20,414)					$	(30,260)					(32.5)		%				(2.3)		%				(3.8)		%
Interest income			2,338						—						*						0.2		%				—		%
Loss on extinguishment of debt			(208)						—						*						0.0		%				—		%
Change in payable to related parties pursuant to the Tax Receivable Agreement			(4,102)						6,101						*						(0.5)		%				0.8		%
Other income			(358)						279						*						0.0		%				0.0		%
Total other income (expense), net			$	(22,744)					$	(23,880)					(4.8)		%				(2.6)		%				(3.0)		%

*Not meaningful

			Year Ended December 31,
			2022						2021
Net cash provided by (used in):
Operating activities			$	535,977					$	368,570
Investing activities			(267,612)						105,655
Financing activities			(187,499)						(159,049)
Effects of exchange rate changes on cash			—						(88)
Net increase in cash			$	80,866					$	315,088

			Payments due by period
			Total						1 year						2 - 3 years						4 - 5 years						5+ years
Operating leases (1)			$	71,370					$	9,886					$	20,690					$	17,414					$	23,380
Debt obligations (2)			538,560						5,440						10,880						522,240						—
TRA payments (3)			718,210						42,254						86,143						88,831						500,982
Unconditional purchase obligations (4)			3,000						3,000						—						—						—
Consideration payable (5)			10,000						10,000						—						—						—
Other commitments (6)			37,082						2,564						6,754						7,166						20,598
Total			$	1,378,222					$	73,144					$	124,467					$	635,651					$	544,960

(1)Represents operating lease payment obligations, excluding any renewal options we are reasonably certain to execute and have recognized as lease liabilities. See Note 7 to our consolidated financial statements for additional information.

(2)Represents long-term debt principal maturities, excluding interest. See Note 9 to our consolidated financial statements for additional information.

(3)Reflects the estimated timing of TRA payments as of December 31, 2022. Such payments could be due later than estimated depending on the timing of our use of the underlying tax attributes. See "Risk Factors-Risks Related to Our Organizational Structure" and Note 14 to our consolidated financial statements for additional information regarding our liability under the TRA.

(4)Represents firm purchase commitments to our suppliers.

(5)Represents an additional amount we may be required to pay to the sellers of MyChem subject to the completion of certain calculations associated with acquired inventory. See Note 2 to our consolidated financial statements for additional information.

(6)Represents the estimated timing and amounts of lease payments for the Flanders San Diego Facility that is under construction.

•the timing of any future exchanges—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Topco LLC and its flow-through subsidiaries at the time of each exchange;

•the price of shares of our Class A common stock at the time of any future exchanges—the increases and adjustments in our proportionate share of the existing tax basis of the assets of Topco LLC and its flow-through subsidiaries that are directly related to the price of shares of our Class A common stock at the time of future exchanges;

•the extent to which such exchanges are taxable—if an exchange is not taxable for any reason, increased tax deductions as a result of legacy IRC Section 754 election in place at Topco LLC will not be available to generate payments under the TRA;

•the amount and timing of our income—the TRA generally will require us to pay 85% of the tax benefits as and when those benefits are treated as realized by us under the terms of the TRA. If we do not have taxable income in a particular taxable year, we generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no tax benefits will have been actually realized. Nevertheless, any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be utilized to generate tax benefits in future (and possibly previous) taxable years. The utilization of any such tax attributes will result in payments under the TRA; and

•applicable tax rates—the tax rates in effect at the time a tax benefit is recognized.

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			82
Consolidated Balance Sheets			84
Consolidated Statements of Income			85
Consolidated Statements of Comprehensive Income			86
Consolidated Statements of Changes in Stockholders’/Member’s Equity			87
Consolidated Statements of Cash Flows			90
Notes to Consolidated Financial Statements			92