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Item 2 — Management's Discussion and Analysis
Maravai Lifesciences Holdings, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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You should read the following discussion and analysis of financial condition and results of operations together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. This discussion and analysis reflects our historical results of operations and financial position and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Please also see the section entitled “Special Note Regarding Forward-Looking Statements.” Unless otherwise noted or the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we,” “us” or “our” refer to Maravai LifeSciences Holdings, Inc. and its subsidiaries.
Overview
We are a life sciences company that provides products and services supporting the development and manufacture of drug therapies, diagnostics, vaccines and cell and gene therapies. Our customers include biopharmaceutical companies, emerging biopharmaceutical, life sciences research companies, academic research institutions and diagnostics companies.
Our product offerings support key phases of biopharmaceutical development and manufacturing and include complex nucleic acids and enzymes for therapeutic and diagnostic applications, and immunoassay, qPCR and mass spectrometry-based products and services to detect impurities during the production of biopharmaceutical products.
We manage and evaluate our operations through two reportable segments: TriLink and Cygnus.
Our primary end customers are biopharmaceutical companies who are pursuing novel research and product development programs across a range of therapeutic modalities. We also serve government, academic and biotechnology institutions.
As of June 30, 2026, we employed a team of 415 full-time employees, approximately 26% of whom have advanced degrees.
We primarily utilize a direct sales model in North America. International sales, primarily in Europe and the Asia Pacific-region, are generated through a combination of direct sales and third-party distributors. The percentage of our total revenue derived from customers in North America was 60.8% and 57.1% for the three and six months ended June 30, 2026, respectively. The percentage of our total revenue derived from customers in North America was 64.6% and 63.6% for the three and six months ended June 30, 2025, respectively.
We generated revenue of $51.4 million and $117.3 million for the three and six months ended June 30, 2026 and $47.4 million and $94.2 million for the three and six months ended June 30, 2025, respectively.
Revenue by reportable segment was as follows:
TriLink: $34.7 million and $82.1 million for the three and six months ended June 30, 2026, respectively, and $31.1 million and $59.8 million for the three and six months ended June 30, 2025, respectively.
Cygnus: $16.8 million and $35.1 million for the three and six months ended June 30, 2026, respectively, and $16.3 million and $34.4 million for the three and six months ended June 30, 2025, respectively.
We continue to focus resources on supporting our core business segments while pursuing opportunities to expand our customer base domestically and internationally.
Selling, general and administrative expenses were $32.1 million and $61.2 million for the three and six months ended June 30, 2026, respectively, and $38.7 million and $78.3 million for the three and six months ended June 30, 2025, respectively.
Our research and development efforts are focused on developing new products, technologies and services to meet our customers’ needs. Research and development expenses were $3.7 million and $7.6 million for the three and six months ended June 30, 2026, and $4.9 million and $9.8 million for the three and six months ended June 30, 2025, respectively. We intend to continue investing in research and development to support our customers’ demand for innovation.
Debt Refinancing
On June 2, 2026, we entered into a new credit agreement, which provides for a $150.0 million term loan facility and a $30.0 million revolving credit facility, each maturing on June 2, 2032. In connection with the new credit agreement, we repaid all amounts outstanding under our prior credit agreement and terminated the prior term loan facility and revolving credit facility, including the related guarantees and security interests. Borrowings under the new credit agreement bear interest at variable rates
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based on Term SOFR or an alternate base rate, plus an applicable margin. Refer to the "Liquidity and Capital Resources" section for additional discussion of our debt financing arrangements.
Trends and Uncertainties
While revenue attributable to high-volume orders of our proprietary CleanCap® analogs for commercial phase COVID-19 vaccine programs returned in the first quarter of 2026, representing $14.3 million in revenue for the three months ended March 31, 2026, we did not recognize any revenue attributable to high-volume CleanCap orders in the second quarter of 2026 and do not anticipate any further high-volume CleanCap orders for commercial phase COVID-19 vaccine programs for the remainder of the year ending December 31, 2026.
How We Assess Our Business
We consider a variety of financial and operating measures in assessing the performance of our business. The key measures we use to determine how our business is performing are revenue and Adjusted EBITDA.
Adjusted EBITDA is a non-GAAP financial performance measure that we define as net loss adjusted for interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period.
Management uses Adjusted EBITDA to evaluate the financial performance of our business and the effectiveness of our business strategies. We present Adjusted EBITDA because we believe this performance measure is frequently used by analysts, investors and other interested parties to evaluate companies in our industry and it facilitates comparisons of performance on a consistent basis across reporting periods.
Adjusted EBITDA is a non-GAAP measure and, therefore, may have limitations as an analytical tool, so it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We may in the future incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. In particular, we expect to incur meaningful share-based compensation expense in the future. Other limitations that Adjusted EBITDA does not reflect include:
•all expenditures or future requirements for capital expenditures or contractual commitments;
•changes in our working capital needs;
•provision for income taxes, which may be a necessary element of our costs and ability to operate;
•the costs of replacing the assets being depreciated, which will often have to be replaced in the future; and
•the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations.
In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP, it may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
Components of Results of Operations
Revenue
Our revenue consists primarily of product revenue and, to a much lesser extent, service revenue. We generated total consolidated revenue of $51.4 million and $117.3 million for the three and six months ended June 30, 2026, and $47.4 million and $94.2 million for the three and six months ended June 30, 2025, respectively, through the following segments: (i) TriLink and (ii) Cygnus.
TriLink Segment
Our TriLink segment focuses on the development, manufacturing and sale of highly modified nucleic acids products to support the needs of customers’ research, therapeutic and vaccine programs. In addition to catalog and custom products, the business provides CDMO services, including process development, scale-up, and GMP production of nucleic acids for clinical applications. This segment also provides research products for oligonucleotide synthesis, modification, labeling and purification.
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Cygnus Segment
Our Cygnus segment focuses on the development, manufacturing and sale of biologics safety and impurity tests and assay development services that are utilized by our customers in their biologic drug manufacturing activities.
Cost of Revenue
Cost of revenue associated with our products primarily consists of manufacturing related costs incurred in the production process, including personnel and related costs, stock-based compensation expense, costs of materials, labor and overhead, packaging and delivery costs and allocated costs, including facilities, information technology, depreciation and amortization of intangibles. Cost of revenue also includes adjustments for excess, obsolete or expired inventory, and idle capacity. Cost of revenue associated with our services primarily consists of personnel and related costs, stock-based compensation expense, cost of materials and allocated costs, including facilities and information technology costs.
We expect cost of revenue to remain below prior-year levels as a percentage of revenue as we continue to realize the benefits of our restructuring actions.
Operating Expenses
Selling, General and Administrative
Our selling, general and administrative expenses primarily consist of salaries, benefits and stock-based compensation expense for our employees in our commercial sales functions, marketing, executive, accounting and finance, legal and human resource functions as well as travel expenses, professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated costs, including facilities, information technology and amortization of intangibles.
We expect our selling, general and administrative expenses to remain below prior-year levels as we continue to realize the benefits of our restructuring actions, while remaining relatively stable for the remainder of the fiscal year.
Research and Development
Research and development expenses primarily consist of salaries, benefits, stock-based compensation expense for employees engaged in research and development of products and services, outside contracted services, cost of supplies, allocated facilities costs, and information technology costs. We expense all research and development costs in the period in which they are incurred.
We expect our research and development expenses to remain below prior-year levels as we continue to realize the benefits of our restructuring actions, while remaining relatively stable for the remainder of the fiscal year.
Goodwill Impairment
Goodwill impairment is recorded in connection with the impairment testing of our goodwill and is performed at least annually and more frequently if changes in facts and circumstances indicate that the fair value of our reporting units may be less than the carrying amount.
Restructuring
Restructuring costs primarily consist of severance and other employee-related costs, asset impairments, and professional fees.
Other Income (Expense)
Interest Expense
Interest expense consists of interest costs and the related amortization of the debt discount and deferred issuance costs on our outstanding debt, and interest costs on our finance lease liabilities.
Interest Income
Interest income consists of interest earned on our cash balances and short-term investments in money market funds held at financial institutions.
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Other Income (Expense)
Other income (expense) primarily consists of adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, LLC (“MyChem”), which was completed in January 2022, and realized and unrealized gains and losses on foreign exchange transactions.
Income Tax Expense (Benefit)
We are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Topco LLC and will be taxed at the prevailing corporate tax rates.
Non-Controlling Interests
Non-controlling interests represent the portion of profit or loss, net assets and comprehensive income or loss of our consolidated subsidiaries that is not allocable to the Company based on our percentage of ownership of such entities. Income or loss attributed to the non-controlling interests is based on the LLC Units outstanding during the period and is presented on the condensed consolidated statements of operations. As of June 30, 2026, we held approximately 57.4% of the outstanding LLC Units, and MLSH 1 held approximately 42.6% of the outstanding LLC Units.
Results of Operations
The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q. For information with respect to recent accounting pronouncements that are of significance or potential significance to us, see Note 1 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Three Months Ended June 30,
2026 2025 Year-Over-Year Change
(in thousands, except per share amounts)
Revenue $ 51,442 $ 47,397 8.5 %
Cost of revenue (1) 30,792 39,629 (22.3) %
Gross profit 20,650 7,768 165.8 %
Operating expenses:
Selling, general and administrative (1) 32,070 38,715 (17.2) %
Research and development (1) 3,702 4,882 (24.2) %
Goodwill impairment — 30,449 *
Restructuring (1) (33) — *
Total operating expenses 35,739 74,046 (51.7) %
Loss from operations (15,089) (66,278) (77.2) %
Other expense, net (6,713) (7,847) (14.5) %
Loss before income taxes (21,802) (74,125) (70.6) %
Income tax benefit (171) (4,288) (96.0) %
Net loss (21,631) (69,837) (69.0) %
Net loss attributable to non-controlling interests (9,215) (30,246) (69.5) %
Net loss attributable to Maravai LifeSciences Holdings, Inc. $ (12,416) $ (39,591) (68.6) %
Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted $ (0.08) $ (0.27)
Weighted average number of Class A common shares outstanding, basic and diluted 147,996 144,236
Adjusted EBITDA (Non-GAAP financial measure) $ 8,674 $ (10,410)
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Six Months Ended June 30,
2026 2025 Year-Over-Year Change
(in thousands, except per share amounts)
Revenue $ 117,279 $ 94,247 24.4 %
Cost of revenue (1) 62,928 78,754 (20.1) %
Gross profit 54,351 15,493 250.8 %
Operating expenses:
Selling, general and administrative (1) 61,162 78,279 (21.9) %
Research and development (1) 7,591 9,770 (22.3) %
Goodwill impairment — 42,884 *
Restructuring (1) 2,845 — *
Total operating expenses 71,598 130,933 (45.3) %
Loss from operations (17,247) (115,440) (85.1) %
Other expense, net (11,083) (11,376) (2.6) %
Loss before income taxes (28,330) (126,816) (77.7) %
Income tax benefit (322) (4,126) (92.2) %
Net loss (28,008) (122,690) (77.2) %
Net loss attributable to non-controlling interests (11,859) (53,154) (77.7) %
Net loss attributable to Maravai LifeSciences Holdings, Inc. $ (16,149) $ (69,536) (76.8) %
Net loss per Class A common share attributable to Maravai LifeSciences Holdings, Inc., basic and diluted $ (0.11) $ (0.48)
Weighted average number of Class A common shares outstanding, basic and diluted 147,215 143,833
Adjusted EBITDA (Non-GAAP financial measure) $ 29,001 $ (20,959)
____________________
* Not meaningful
(1)Includes stock-based compensation expense (benefit) as follows (in thousands, except percentages):
Three Months Ended June 30,
2026 2025 Year-Over-Year Change
Cost of revenue $ 1,011 $ 1,847 (45.3) %
Selling, general and administrative 8,525 3,697 130.6 %
Research and development 683 1,245 (45.1) %
Restructuring (14) — *
Total stock-based compensation expense $ 10,205 $ 6,789 50.3 %
Six Months Ended June 30,
2026 2025 Year-Over-Year Change
Cost of revenue $ 1,925 $ 3,889 (50.5) %
Selling, general and administrative 14,030 10,843 29.4 %
Research and development 1,239 2,460 (49.6) %
Restructuring (246) — *
Total stock-based compensation expense $ 16,948 $ 17,192 (1.4) %
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Revenue
Consolidated revenue by segment was as follows for the periods presented (in thousands, except percentages):
Three Months Ended June 30, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
TriLink $ 34,669 $ 31,085 11.5 % 67.4 % 65.6 %
Cygnus 16,773 16,312 2.8 % 32.6 % 34.4 %
Total revenue $ 51,442 $ 47,397 8.5 % 100.0 % 100.0 %
Six Months Ended June 30, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
TriLink $ 82,145 $ 59,835 37.3 % 70.0 % 63.5 %
Cygnus 35,134 34,412 2.1 % 30.0 % 36.5 %
Total revenue $ 117,279 $ 94,247 24.4 % 100.0 % 100.0 %
Comparison of Three Months Ended June 30, 2026 and 2025
Total revenue increased 8.5% from the three months ended June 30, 2025 compared to the three months ended June 30, 2026.
TriLink revenue increased 11.5% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The increase in TriLink revenue was primarily driven by increased demand for research use only (RUO) raw materials used in drug discovery (Discovery mRNA) and GMP products used in clinical trials (GMP consumables).
Cygnus revenue increased by 2.8% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The increase was driven by increased demand for Host Cell Protein (HCP) and ELISA kits and strength in China due to distributor ordering timing.
Comparison of Six Months Ended June 30, 2026 and 2025
Total revenue increased 24.4% from the six months ended June 30, 2025 compared to the six months ended June 30, 2026.
TriLink revenue increased by 37.3% comparing the six months ended June 30, 2025 to the six months ended June 30, 2026. The increase in TriLink revenue was primarily driven by $14.3 million of high-volume CleanCap orders for commercial phase COVID vaccine programs during the first quarter of 2026. Excluding COVID CleanCap revenue, TriLink base revenue grew 13.4% year-over-year with increased demand for both Discovery mRNA and GMP consumables.
Cygnus revenue increased by 2.1% from the six months ended June 30, 2025 to the six months ended June 30, 2026. The increase was driven by demand for HCP, ELISA and DNA detection kits.
Gross Profit
Gross profit was as follows for the periods presented (in thousands, except percentages):
Three Months Ended June 30, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
Revenue $ 51,442 $ 47,397 8.5 % 100.0 % 100.0 %
Cost of revenue 30,792 39,629 (22.3) % 59.9 % 83.6 %
Gross profit $ 20,650 $ 7,768 165.8 % 40.1 % 16.4 %
Six Months Ended June 30, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
Revenue $ 117,279 $ 94,247 24.4 % 100.0 % 100.0 %
Cost of revenue 62,928 78,754 (20.1) % 53.7 % 83.6 %
Gross profit $ 54,351 $ 15,493 250.8 % 46.3 % 16.4 %
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Comparison of Three Months Ended June 30, 2026 and 2025
Cost of revenue decreased by 22.3% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The decrease was driven by a $3.9 million decrease in direct product costs primarily from higher excess and obsolete charges for excess raw materials, inventory write-offs and yield losses in the prior year. There was also a $2.3 million decrease in personnel expenses, a $0.5 million decrease in supplies, materials and external services, a $0.7 million decrease in stock-based compensation, a $0.7 million decrease in amortization, and a $0.7 million decrease in facilities costs. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Gross profit margin increased by 2,370 basis points from the three months ended June 30, 2025 to the three months ended June 30, 2026. The increase in gross profit margin as a percentage of sales was primarily attributable to product mix and the decrease in cost of revenue driven by the 2025 Corporate Realignment Plan.
Comparison of Six Months Ended June 30, 2026 and 2025
Cost of revenue decreased by 20.1% from the six months ended June 30, 2025 to the six months ended June 30, 2026. The decrease was driven by a $4.0 million decrease in direct product costs primarily from higher excess and obsolete charges for excess raw materials, inventory write-offs and yield losses in the prior year. There was also a $5.6 million decrease in personnel expenses, a $1.7 million decrease in stock-based compensation expense,a $1.6 million decrease in facilities costs, a $1.3 million decrease in supplies, materials and external services, a $1.2 million decrease in amortization, and a $0.4 million decrease in depreciation. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Gross profit margin increased by 2,990 basis points from the six months ended June 30, 2025 to the six months ended June 30, 2026. The increase in gross profit margin as a percentage of sales was primarily attributable to product mix and the decrease in cost of revenue driven by the 2025 Corporate Realignment Plan.
Operating Expenses
Operating expenses included the following for the periods presented (in thousands, except percentages):
Three Months Ended June 30, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
Selling, general and administrative $ 32,070 $ 38,715 (17.2) % 62.4 % 81.7 %
Research and development 3,702 4,882 (24.2) % 7.2 % 10.3 %
Goodwill impairment — 30,449 * — % 64.2 %
Restructuring (33) — * (0.1) % — %
Total operating expenses $ 35,739 $ 74,046 (51.7) % 69.5 % 156.2 %
Six Months Ended June 30, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
Selling, general and administrative $ 61,162 $ 78,279 (21.9) % 52.1 % 83.0 %
Research and development 7,591 9,770 (22.3) % 6.5 % 10.4 %
Goodwill impairment — 42,884 * — % 45.5 %
Restructuring 2,845 — * 2.4 % — %
Total operating expenses $ 71,598 $ 130,933 (45.3) % 61.0 % 138.9 %
____________________
*Not meaningful
Selling, General and Administrative
Comparison of Three Months Ended June 30, 2026 and 2025
Selling, general and administrative expenses decreased by 17.2% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The decrease was primarily due to a $4.3 million decrease in personnel expenses, a $2.5 million decrease in professional services fees, a $1.5 million decrease in marketing expenses, a $0.9 million decrease in facilities costs, a $0.6 million decrease in depreciation, and a $0.5 million decrease in miscellaneous expenses. These decreases were primarily
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driven by the 2025 Corporate Realignment Plan. The decreases were partially offset by an increase of $4.8 million in stock-based compensation expense due to performance stock units granted in the first quarter of 2026, and the three months ended June 30, 2025 included a $1.1 million impairment charge related to property and equipment, which did not recur in the current period.
Comparison of Six Months Ended June 30, 2026 and 2025
Selling, general and administrative expenses decreased by 21.9% from the six months ended June 30, 2025 to the six months ended June 30, 2026. The decrease was primarily due to a $8.6 million decrease in personnel expenses, a $4.6 million decrease in professional services fees, a $2.3 million decrease in marketing expenses, a $1.8 million decrease in facilities costs, a $1.2 million decrease in depreciation, and a $0.7 million decrease in other miscellaneous expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan. The decreases were partially offset by an increase of $3.2 million in stock-based compensation expense due to performance stock units granted in the first quarter of 2026, and the six months ended June 30, 2025 included a $1.1 million impairment charge related to property and equipment recorded, which did not recur in the current period.
Research and Development
Comparison of Three Months Ended June 30, 2026 and 2025
Research and development expenses decreased by 24.2% from the three months ended June 30, 2025 to the three months ended June 30, 2026. The decrease was primarily driven by a $0.5 million decrease in stock-based compensation expense, a $0.3 million decrease in personnel expenses, a $0.2 million decrease in supplies and materials, and a $0.2 million decrease in services and other expenses. These decreases were primarily driven by the 2025 Corporate Realignment Plan.
Comparison of Six Months Ended June 30, 2026 and 2025
Research and development expenses decreased by 22.3% from the six months ended June 30, 2025 to the six months ended June 30, 2026. The decrease was primarily driven by a $1.1 million decrease in stock-based compensation expense, a $0.6 million decrease in personnel expenses, and a $0.5 million decrease in supplies and materials. These decreases were primarily driven by the 2025 Corporate Realignment Plan. This was partially offset by an increase of $0.3 million in facilities expenses.
Goodwill Impairment
Comparison of Three Months Ended June 30, 2026 and 2025
During the three months ended June 30, 2025, we recorded goodwill impairment of $30.4 million for the Alphazyme reporting unit within our TriLink segment. During the three months ended June 30, 2026, no goodwill impairment was recorded.
Comparison of Six Months Ended June 30, 2026 and 2025
During the six months ended June 30, 2025, we recorded goodwill impairment of $42.9 million within our TriLink segment. During the six months ended June 30, 2026, no goodwill impairment was recorded.
Restructuring
Restructuring costs for the six months ended June 30, 2026 were attributable to the 2025 Corporate Realignment Plan. These costs included severance and other employee-related benefit of ($0.4 million), non-employee contract costs of $2.0 million, asset impairments of $0.4 million, and professional fees of $0.9 million.
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Other Income (Expense)
Other income (expense) included the following for the periods presented (in thousands, except percentages):
Three Months Ended June 30, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
Interest expense $ (4,809) $ (6,815) (29.4) % (9.3) % (14.4) %
Interest income 1,159 3,030 (61.7) % 2.3 % 6.4 %
Loss on extinguishment of debt (3,011) — * (5.9) % — %
Other expense (52) (4,062) (98.7) % (0.1) % (8.6) %
Total other expense $ (6,713) $ (7,847) (14.5) % (13.0) % (16.6) %
Six Months Ended June 30, Percentage of Revenue
2026 2025 Year-Over-Year Change 2026 2025
Interest expense $ (10,558) $ (13,593) (22.3) % (9.0) % (14.4) %
Interest income 3,032 6,255 (51.5) % 2.6 % 6.6 %
Loss on extinguishment of debt (3,413) — * (2.9) % — %
Other expense (144) (4,038) (96.4) % (0.1) % (4.3) %
Total other expense $ (11,083) $ (11,376) (2.6) % (9.4) % (12.1) %
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*Not meaningful
Comparison of Three Months Ended June 30, 2026 and 2025
Total other expense decreased 14.5% from the three months ended June 30, 2025 compared to the three months ended June 30, 2026. This was due to a $2.0 million decrease in interest expense, which was primarily due to the repayment of all amounts outstanding under our prior credit agreement, and the termination of the prior credit agreement, including the related term loan facility and revolving credit facility, as part of the June 2026 debt refinancing, and a $4.2 million decrease in other expense as the prior year had adjustments to the indemnification asset recorded in connection with the acquisition of MyChem partially offset by immaterial foreign exchange gains and losses. In addition, there was a $1.9 million decrease in interest income earned on our short-term investments in money market funds, which was used for the debt repayment, and a $3.0 million loss on debt extinguishment recorded in the three months ended June 30, 2026 in connection with the debt refinancing.
Comparison of Six Months Ended June 30, 2026 and 2025
Total other expense decreased 2.6% from the six months ended June 30, 2025 compared to the six months ended June 30, 2026. The decrease was driven by a $3.0 million decrease in interest expense, which was primarily due to the voluntary prepayment of principal on the Term Loan in February 2026, the repayment of all amounts outstanding under our prior credit agreement, and the termination of the prior credit agreement and the related term loan facility and revolving credit facility as part of the June 2026 debt refinancing, and the $3.9 million decrease in other expense, which includes $4.1 million from prior year adjustments to the indemnification asset recorded in connection with the acquisition of MyChem, partially offset by immaterial foreign exchange gains and losses. In addition, there was a $3.2 million decrease in interest income earned on our short-term investments in money market funds, which was used for the debt repayment, and a $3.4 million loss on debt extinguishment recorded in the six months ended June 30, 2026.
Segment Information
Management has determined that adjusted earnings before interest, tax, depreciation and amortization is the profit or loss measure used to make resource allocation decisions and evaluate segment performance. Adjusted EBITDA assists management in comparing the segment performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the Company’s core operations and, therefore, are not included in measuring segment performance. Our CODM reviews segment performance along with forecasts and other non-financial information in our annual budgeting process. We define Adjusted EBITDA as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period. Corporate costs are managed on a standalone basis and are not allocated to segments.
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We do not allocate assets to our reportable segments as they are not included in the review performed by our CODM for purposes of assessing segment performance and allocating resources.
As of June 30, 2026, substantially all of our long-lived assets were located within the United States.
The following schedules include revenue, expenses, and Adjusted EBITDA for each of our reportable segments (in thousands):
Three Months Ended June 30, 2026
TriLink Cygnus Total
Revenue $ 34,669 $ 16,773 $ 51,442
Less:
Cost of revenue (1) 18,320 2,823
Selling and marketing (1) 4,016 821
General and administrative (1) 2,948 1,379
Research and development (1) 2,304 375
Other segment items (2) 52 —
Adjusted EBITDA 7,029 11,375 $ 18,404
Reconciliation of total reportable segments’ Adjusted EBITDA to loss before income taxes
Corporate costs (9,730)
Amortization (6,469)
Depreciation (5,313)
Interest expense (4,809)
Interest income 1,159
Other adjustments:
Acquisition integration costs (218)
Stock-based compensation (10,205)
Loss on extinguishment of debt (3,011)
Restructuring costs (3) 33
Other (4) (1,643)
Loss before income taxes (21,802)
Income tax benefit 171
Net loss $ (21,631)
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Six Months Ended June 30, 2026
TriLink Cygnus Total
Revenue $ 82,145 $ 35,134 $ 117,279
Less:
Cost of revenue (1) 39,022 4,985
Selling and marketing (1) 7,708 1,610
General and administrative (1) 6,159 2,747
Research and development (1) 4,825 858
Other segment items (2) 143 1
Adjusted EBITDA 24,288 24,933 $ 49,221
Reconciliation of total reportable segments’ Adjusted EBITDA to loss before income taxes
Corporate costs (20,220)
Amortization (12,941)
Depreciation (10,213)
Interest expense (10,558)
Interest income 3,032
Other adjustments:
Acquisition integration costs (449)
Stock-based compensation (16,948)
Loss on extinguishment of debt (3,413)
Restructuring costs (3) (3,077)
Other (4) (2,764)
Loss before income taxes (28,330)
Income tax benefit $ 322
Net income (loss) $ (28,008)
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Three Months Ended June 30, 2025
TriLink Cygnus Total
Revenue $ 31,085 $ 16,312 $ 47,397
Less:
Cost of revenue (1) 24,407 3,002
Selling and marketing (1) 6,367 745
General and administrative (1) 5,179 1,186
Research and development (1) 2,496 516
Other segment items (2) (94) 3
Adjusted EBITDA (7,270) 10,860 $ 3,590
Reconciliation of total reportable segments’ Adjusted EBITDA to loss before income taxes
Corporate costs (14,000)
Amortization (7,200)
Depreciation (5,957)
Interest expense (6,815)
Interest income 3,030
Other adjustments:
Acquisition integration costs (831)
Stock-based compensation (6,789)
Merger and acquisition related expenses (92)
Acquisition related tax adjustment (4,153)
Executive leadership transition costs (2,007)
Goodwill impairment (30,449)
Property and equipment impairment (1,052)
Other (4) (1,400)
Loss before income taxes (74,125)
Income tax benefit $ 4,288
Net income (loss) $ (69,837)
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Six Months Ended June 30, 2025
TriLink Cygnus Total
Revenue $ 59,835 $ 34,412 $ 94,247
Less:
Cost of revenue (1) 49,229 5,803
Selling and marketing (1) 12,135 1,575
General and administrative (1) 9,694 2,399
Research and development (1) 4,994 1,101
Other segment items (2) (47) 3
Adjusted EBITDA for reportable segments (16,170) 23,531 $ 7,361
Reconciliation of total reportable segments’ Adjusted EBITDA to loss before income taxes
Corporate costs (28,320)
Amortization (14,230)
Depreciation (11,650)
Interest expense (13,593)
Interest income 6,255
Other adjustments:
Acquisition integration costs (1,598)
Stock-based compensation (17,192)
Merger and acquisition related expenses (1,270)
Acquisition related tax adjustment (4,082)
Executive leadership transition costs (2,007)
Goodwill impairment (42,884)
Property and equipment impairment (1,052)
Other (4) (2,554)
Loss before income taxes (126,816)
Income tax benefit $ 4,126
Net income (loss) $ (122,690)
___________________
(1)Expenses are adjusted to remove the impact of certain items, including interest, taxes, depreciation and amortization, certain non-cash items and other adjustments. Management believes these do not directly reflect our core operations, and, therefore, are not included in measuring segment performance.
(2)Other segment items for each reportable segment include realized and unrealized losses on foreign exchange transactions.
(3)For the three and six months ended June 30, 2026, stock-based compensation benefit was nominal and $0.2 million, respectively, related to forfeited stock awards in connection with the 2025 Corporate Realignment Plan is included in the stock-based compensation line item.
(4)For the three and six months ended June 30, 2026 and for the three and six months ended June 30, 2025, refers to severance expense, inventory step-up charges in connection with the acquisition of Alphazyme, non-recurring legal costs, change in the estimated fair value of contingent consideration related to completed acquisitions, and other non-recurring costs that are deemed to be outside of the ordinary course of business.
There was immaterial intersegment revenue during the three and six months ended June 30, 2026 and 2025.
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Adjusted EBITDA (Non-GAAP Financial Measure)
A reconciliation of net loss to Adjusted EBITDA, which is a non-GAAP financial performance measure, is set forth below (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net loss $ (21,631) $ (69,837) $ (28,008) $ (122,690)
Add:
Amortization 6,469 7,200 12,941 14,230
Depreciation 5,313 5,957 10,213 11,650
Interest expense 4,809 6,815 10,558 13,593
Interest income (1,159) (3,030) (3,032) (6,255)
Income tax benefit (171) (4,288) (322) (4,126)
EBITDA (6,370) (57,183) 2,350 (93,598)
Acquisition integration costs (1) 218 831 449 1,598
Stock-based compensation (2) 10,205 6,789 16,948 17,192
Merger and acquisition related expenses (3) — 92 — 1,270
Loss on extinguishment of debt 3,011 — 3,413 —
Acquisition related tax adjustment (4) — 4,153 — 4,082
Executive leadership transition costs (5) — 2,007 — 2,007
Goodwill impairment (6) — 30,449 — 42,884
Property and equipment impairment (7) — 1,052 — 1,052
Restructuring costs (8) (33) — 3,077 —
Other (9) 1,643 1,400 2,764 2,554
Adjusted EBITDA $ 8,674 $ (10,410) $ 29,001 $ (20,959)
____________________
(1)Refers to incremental costs incurred to execute and integrate completed acquisitions, including retention payments related to integration that were negotiated specifically at the time of the Company’s acquisition of Alphazyme, which was completed in January 2023. These retention payments were from the Company’s agreement executed in connection with its acquisition of Alphazyme and provided incremental financial incentives, over and above recurring compensation, to ensure the employees of Alphazyme remained present and participated in integration of the acquired business during the integration and knowledge transfer period. The Company agreed to pay certain employees of Alphazyme retention payments totaling $9.3 million as of various dates but primarily through December 31, 2025, as long as these individuals continued to be employed by the Company. The Company recognized compensation expense related to these payments in the post-acquisition period ratably over the service period, with certain costs capitalized into inventory. Retention payment expenses were $0.8 million and $1.4 million for the three and six months ended June 30, 2025, respectively. Retention expenses for Alphazyme concluded in the fourth quarter of 2025, and following the payments in the fourth quarter of 2025, there were no further retention expenses payable for Alphazyme. There are no further cash-based retention payments planned as of June 30, 2026. The remaining expenses incurred reflect the impact to cost of revenue for the retention bonuses previously capitalized into inventory as the inventory is sold.
(2)Refers to non-cash expense associated with stock-based compensation.
(3)Refers to diligence, legal, accounting, tax and consulting fees incurred in connection with acquisitions that were pursued but not consummated.
(4)Refers to non-cash expense associated with adjustments to the indemnification asset recorded in connection with the acquisition of MyChem.
(5)Refers to costs associated with the Executive Leadership Transition that occurred in June 2025, including severance and legal costs. For both the three and six months ended June 30, 2025, stock-based compensation benefit of $3.3 million primarily related to forfeited stock awards in connection with the Executive Leadership Transition is included on the stock-based compensation line item.
(6)Refers to goodwill impairment recorded for our TriLink segment.
(7)Refers to non-cash charges to write-down surplus laboratory equipment to estimated fair value, less costs to sell.
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(8)Refers to restructuring costs (benefit) associated with the 2025 Corporate Realignment Plan. For the six months ended June 30, 2026, stock-based compensation expense of ($0.2 million) related to forfeited stock awards is included in the stock-based compensation line item.
(9)For the three and six months ended June 30, 2026 and for the three and six months ended June 30, 2025, refers to severance expenses, inventory step-up charges in connection with the acquisition of Alphazyme, non-recurring legal costs, change in the estimated fair value of contingent consideration related to completed acquisitions, and other non-recurring costs that are deemed to be outside of the ordinary course of business.
Relationship with GTCR, LLC
As of June 30, 2026, investment entities affiliated with GTCR collectively controlled approximately 50.4% of the voting power of our common stock, which enables GTCR to control the vote of all matters submitted to a vote of our shareholders and to control the election of members of our Board of Directors and all other corporate decisions.
We are also a party to the TRA, with MLSH 1, which is primarily owned by GTCR, and MLSH 2 (see Note 9 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q). The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, from exchanges of LLC Units (together with the corresponding shares of Class B common stock) for Class A common stock, as a result of (i) certain increases in the tax basis of assets of Topco LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes of the entities acquired from MLSH 1 and MLSH 2 in connection with the Organizational Transactions, Topco LLC and subsidiaries of Topco LLC that existed prior to the IPO, and (iii) certain other tax benefits related to our entering into the TRA, including tax benefits attributable to payments that we make under the TRA (collectively, the “Tax Attributes”). Payment obligations under the TRA are not conditioned upon any Topco LLC unitholders maintaining a continued ownership interest in us or Topco LLC, and the rights of MLSH 1 and MLSH 2 under the TRA are assignable. There is no stated term for the TRA, and the TRA will continue until all tax benefits have been utilized or expired unless we exercise our right to terminate the TRA for an agreed-upon amount.
As of June 30, 2026 and December 31, 2025, there was no current or long-term liability outstanding under the TRA after concluding it was not probable that we would be able to realize the related tax benefits, and no TRA payments or cash tax distributions were made to MLSH 1 during the three and six months ended June 30, 2026 and 2025. For additional information regarding the TRA and related party transactions, see Note 9 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources
Overview
We have financed our operations primarily from cash flow from operations, borrowings under long-term debt agreements and, to a lesser extent, the sale of our Class A common stock.
As of June 30, 2026, we had cash and cash equivalents of $70.1 million and an accumulated deficit of $6.0 million.
Our principal uses of cash have been to fund operations, acquisitions and capital expenditures, as well as make tax distributions to MLSH 1, make TRA payments to MLSH 1 and MLSH 2 and make interest payments and principal payments on our long-term debt.
We plan to utilize our existing cash on hand primarily to fund our commercial and marketing activities associated with our products and services, and continued research and development initiatives. We believe our cash on hand and continued access to our credit facilities will be sufficient to satisfy our cash requirements over the next 12 months and beyond.
As a result of our ownership of LLC Units, we are subject to U.S. federal, state and local income taxes on our allocable share of Topco LLC's taxable income. We are also party to the TRA with MLSH 1 and MLSH 2, and may be required to make tax distributions to MLSH 1 under the Topco LLC Operating Agreement. We expect to fund any such payments using cash on hand and cash generated from operations. As of June 30, 2026 and December 31, 2025, no TRA payments or tax distributions to MLSH 1 were made or accrued during the three and six months ended June 30, 2026 and 2025, and there is no current or long-term TRA liability outstanding. For additional information regarding the TRA and tax distribution obligations, see Note 8 and Note 9 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
In the event of a change of control, material breach, or our election to terminate the TRA early, we could be required to make certain and immediate cash payments to MLSH 1 and MLSH 2. In these situations, our obligations under the TRA could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset
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sales, other forms of business combinations, or other changes of control. There can be no assurance that we will be able to finance our obligations under the TRA.
In addition to payments to be made under the TRA, we are also required to make tax distributions to MLSH 1 pursuant to the LLC Operating Agreement for the portion of income passing through to them from Topco LLC. We did not make any cash distributions during the three and six months ended June 30, 2026 and 2025.
Credit Agreement
On June 2, 2026, Maravai Intermediate Holdings, LLC, a wholly-owned subsidiary of Maravai Topco Holdings, LLC, as borrower, entered into a new credit agreement (the "2026 Credit Agreement") with certain lenders and issuing banks party thereto and BSP Agency, LLC, as administrative agent and collateral agent. The 2026 Credit Agreement provides for a $150.0 million initial term loan facility (the "2026 Term Loan") and a $30.0 million revolving credit facility (the "2026 Revolving Credit Facility"), each maturing on June 2, 2032. In connection with entering into the 2026 Credit Agreement, the Company repaid all amounts outstanding under its prior credit agreement dated as of October 19, 2020 (the “Prior Credit Agreement”), and terminated the related term loan facility and revolving credit facility, including the related guarantees and security interests. The refinancing was undertaken primarily to provide the Company with continued access to borrowing capacity through 2032 as the term loan facility and revolving credit facility provided under the Prior Credit Agreement were scheduled to mature in October 2027.
There were no outstanding borrowings under the 2026 Revolving Credit Facility as of June 30, 2026.
The 2026 Term Loan requires mandatory quarterly principal payments, commencing on December 31, 2026, in an aggregate principal amount equal to 0.25% of the aggregate principal amount of the 2026 Term Loan outstanding on the effective date, or $0.4 million per quarter, with the remaining balance due at maturity on June 2, 2032. Amounts repaid or prepaid under the 2026 Term Loan may not be reborrowed. The 2026 Term Loan includes prepayment provisions that allow the Company, at the Company’s option, to repay all or a portion of the outstanding principal at any time, subject to a fee of 1.00% of the aggregate principal amount of the 2026 Term Loan if repaid prior to June 2, 2027, and no fee if on or after June 2, 2027.
The 2026 Credit Agreement requires mandatory prepayments of the 2026 Term Loan under certain circumstances, including from certain asset sale, casualty and debt incurrence proceeds, subject to reinvestment rights and other exceptions. Commencing with the fiscal year ending December 31, 2027, the 2026 Credit Agreement also requires an annual excess cash flow prepayment equal to 50% of excess cash flow if the Company's senior secured first lien net leverage ratio is greater than 3.50:1.00, or 25% if the Company's senior secured first lien net leverage ratio is less than or equal to 3.50:1.00 and greater than 3.00:1.00. No excess cash flow prepayment is required for a fiscal year to the extent the calculated prepayment amount is equal to or less than the greater of $5.3 million and 15% of Consolidated EBITDA, as defined in the 2026 Credit Agreement.
The 2026 Credit Agreement contains covenants that, among other things, limit the Company's ability to incur or prepay certain indebtedness, pay dividends or make other restricted payments, dispose of assets, engage in mergers and consolidations, make acquisitions and other investments, enter into certain affiliate transactions, create liens and make changes to the nature of the business. Commencing December 31, 2026, the 2026 Credit Agreement includes a financial performance covenant that requires the Company to maintain a senior secured first lien net leverage ratio not to exceed 6.50:1.00 if revolving exposure, excluding undrawn letters of credit, is equal to or greater than 40.0% of the aggregate revolving commitments. The Company was in compliance with the covenants under the 2026 Credit Agreement as of June 30, 2026.
Tax Receivable Agreement
As of June 30, 2026, we did not have a current liability outstanding under the TRA.
The payment obligations under the TRA are obligations of Maravai LifeSciences Holdings, Inc. and not of Topco LLC. Although the actual timing and amount of any payments that may be made under the TRA will vary, the aggregate payments that we will be required to make to MLSH 1 and MLSH 2 may be substantial. Any payments made by us under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Topco LLC and, to the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. We anticipate funding ordinary course payments under the TRA from cash flow from operations of Topco LLC and its subsidiaries, available cash and/or available borrowings under the Credit Agreement.
See Note 9 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
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Cash Flows
The following table summarizes our cash flows for the periods presented (in thousands):
Six Months Ended June 30,
2026 2025
Net cash provided by (used in):
Operating activities $ 12,657 $ (19,655)
Investing activities (4,807) (26,365)
Financing activities (154,206) (6,434)
Effects of exchange rate changes on cash 47 (38)
Net decrease in cash, cash equivalents, and restricted cash $ (146,309) $ (52,492)
Operating Activities
Net cash provided by operating activities for the six months ended June 30, 2026 was $12.7 million, which was primarily attributable to a net loss of $28.0 million, offset by non-cash depreciation and amortization of $23.2 million, non-cash amortization of operating lease right-of-use assets of $3.2 million, non-cash stock-based compensation of $16.9 million, non-cash impairment of $0.5 million, loss on extinguishment of debt of $3.4 million, and other non-cash charges of $0.3 million. These were partially offset by a net cash outflow from the change in our operating assets and liabilities of $6.8 million.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was $4.8 million, which consisted of cash outflows for property and equipment purchases.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2026 was $154.2 million, which was primarily attributable to $294.2 million of principal repayments of long-term debt, which included the voluntary principal prepayment on the Prior Term Loan and the repayment of the Prior Term Loan in connection with the termination of the Prior Credit Agreement, $3.6 million of payments related to debt issuance costs for the 2026 Term Loan and the 2026 Revolving Credit Facility, $0.5 million of payments for finance lease liabilities, and $5.9 million of tax payments related to shares withheld under employee equity plans, net of proceeds from the issuance of shares of our Class A common stock. These payments were partially offset by cash proceeds of $150.0 million related to the issuance of the 2026 Term Loan.
Capital Expenditures
We define capital expenditures as: (i) purchases of property and equipment which are included in cash flows from investing activities, offset by government funding received; (ii) the change in property and equipment included in accounts payable and accrued expenses; and (iii) construction costs determined to be lessor improvements recorded as prepaid lease payments and right-of-use assets, offset by government funding received. Capital expenditures for the six months ended June 30, 2026 totaled $1.7 million. Capital expenditures for the year ending December 31, 2026 are projected to be in the range of $4.0 million to $6.0 million.
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Contractual Obligations and Commitments
The following table summarizes our contractual obligations and commitments as of June 30, 2026 (in thousands):
Payments due by period
Total 1 year 2 - 3 years 4 - 5 years 5+ years
Operating leases (1) $ 41,403 $ 9,528 $ 18,322 $ 11,106 $ 2,447
Finance leases (2) 26,015 3,582 7,490 7,946 6,997
Debt obligations (3) 150,000 1,125 3,000 3,000 142,875
Other (4) 4,563 526 778 778 2,481
Total $ 221,981 $ 14,761 $ 29,590 $ 22,830 $ 154,800
____________________
(1)Represents operating lease payment obligations, excluding any renewal options we are reasonably certain to execute and have recognized as lease liabilities.
(2)Represents finance lease payment obligations, excluding any renewal options we are reasonably certain to execute and have recognized as lease liabilities.
(3)Represents long-term debt principal maturities, excluding interest and unamortized debt issuance costs. See Note 6 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
(4)Represents firm purchase commitments and minimum contractual obligations to suppliers.
Cash distributions for unit holder tax liabilities are required under the terms of the LLC Operating Agreement. See Note 8 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding tax distributions.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures in the condensed consolidated financial statements. Our estimates are based on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions, and any such difference may be material. For a discussion of how these and other factors may affect our business, financial condition or results of operations, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this report are described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
For a description of the expected impact of recent accounting pronouncements, if any, see Note 1 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.