DEF 14A of Maravai Lifesciences Holdings, Inc., Apr 24, 2026

DEF 14A of Maravai Lifesciences Holdings, Inc.

Filed Apr 24, 2026 · FY20250001823239-26-000014

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Based upon the recommendation of the Nominating, Governance and Risk Committee, the Board has nominated the following three directors to be re-elected to the Board at the Annual Meeting: Bernd Brust, Gregory T. Lucier, and Luke Marker. If elected at the Annual Meeting, the nominees will serve for three-year terms expiring at our 2029 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until his or her earlier death, resignation or removal. Certain biographical information for each of the nominees is set forth below. Also set forth therein is a description of the specific experience, qualifications, attributes and skills of each nominee that were considered by the Nominating, Governance and Risk Committee, in the context of the needs of the Board as a whole, in determining that these individuals were qualified to serve on the Board. Each nominee has consented to stand for re-election and has agreed to serve if elected. We currently have no reason to believe that any of the nominees would be unable or unwilling to serve if elected. However, if before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the vacancy. The Board unanimously recommends that you vote “FOR” each of the director nominees below. Proxies solicited on behalf of the Board will be voted “FOR” the election of each of the three nominees, unless your proxy card is marked otherwise (if you are a registered shareholder) or you have provided a different instruction to your bank or broker (if you are a beneficial or “street name” shareholder). Vote Required Under our Bylaws, the election of the three director nominees at the Annual Meeting requires a plurality of the votes cast by holders of shares of our common stock present in person or represented by proxy and entitled to vote on the election of directors. In an uncontested election of directors, this means that each director nominee will be elected if he or she receives at least one “FOR” vote. Failure to vote by proxy or electronically at the virtual Annual Meeting and “WITHHOLD” votes will result in a respective nominee having fewer votes but will have no effect on the outcome of the election because a plurality of the votes cast is required for the election of the director nominee. Cumulative voting is not permitted in the election of directors. Director Nominees to Serve for Three-Year Terms Expiring at the 2029 Annual Meeting of Shareholders. Bernd Brust has served on the Board and as our Chief Executive Officer since June 2025. Prior to joining Maravai, Mr. Brust served as Executive Chairman, from 2021 to 2025, and as Chief Executive Officer, from 2014 to 2021, of Antylia Scientific (f/k/a Cole-Parmer Instrument Company), a life sciences company. Mr. Brust previously served as Chief Executive Officer of Qualicaps, Inc., a pharmaceutical encapsulation company, from 2011 to 2013. Before that, Mr. Brust held senior leadership roles at Life Technologies, Inc. ("Life Technologies") as well as executive positions at Invitrogen Corporation (a predecessor of Life Technologies) and GE Medical Systems. Mr. Brust holds a degree in engineering from the Middelbare Technische School. Mr. Brust is a valuable member of the Board due to his experience as our Chief Executive Officer and his executive experience at other life science companies. Gregory T. Lucier has served on the Board since our IPO in November 2020 and on our Nominating, Governance and Risk Committee since October 2025, and has served as a member of MLSH 1’s board since January 2020. Mr. Lucier, a 30-year veteran of the healthcare industry, currently serves as the Executive Chairman and Chief Executive Officer of Corza Health, Inc. (“Corza Health”), a life sciences company. Mr. Lucier previously served as Corza Health’s Executive Chairman from February 2021 to December 2024 and served as the Chief Executive Officer of Corza Health from April 2019 until January 2021. Prior to Corza Health, Mr. Lucier was Chief Executive Officer of NuVasive, Inc., a medical device company (“NuVasive”), from June 2015 to November 2018, and served as Chairman of the Board for NuVasive from March 2015 until May 2021. Prior to NuVasive, from 2003 to 2014, Mr. Lucier served as Chair and Chief Executive Officer of Life Technologies. Mr. Lucier’s early career included roles as a corporate officer of General Electric Company and as an executive at GE Medical Systems Information Technologies, Inc., a healthcare company. Mr. Lucier serves as a director of Dentsply Sirona Inc., a global provider of professional dental products and technologies, and Avantor, Inc., a biotech company, and served as director of PhenomeX (formerly Berkeley Lights) from December 2021 to September 2023, when PhenomeX was acquired by Bruker Corporation and as director of Catalent, Inc., a global pharmaceutical products manufacturer from 2015 until its acquisition by Novo Holdings in 2024. Mr. Lucier holds an MBA from Harvard Business School and a BA in Industrial Engineering from Pennsylvania State University. We determined Mr. Lucier’s extensive experience in the healthcare and medical device industry, in addition to his experience on multiple public and private boards of directors, qualify him to serve as a director on the Board. Luke Marker has served on the Board since our IPO in November 2020 and has served as a member of MLSH 1’s board since 2016. Mr. Marker joined GTCR in 2009 where he is currently Managing Director. Prior to joining GTCR, he worked in the investment banking division at Lehman Brothers and Barclays Capital. Mr. Marker holds an MBA with distinction from Harvard Business School and a BA in Mathematics and Economics from Kalamazoo College. Mr. Marker also serves as a director of private companies Biocoat, Corza Medical and Regatta Medical. We determined that Mr. Marker’s directorship experience with similar companies and extensive experience in the healthcare, pharmaceutical and life sciences industries qualify him to serve as a director on the Board.

  2. Continuing Directors

    Continuing Directors Sean Cunningham has served on the Board since our IPO in November 2020 and on our Nominating, Governance and Risk Committee since October 2022, and has served as a member of MLSH 1’s board since March 2016. Mr. Cunningham also serves on the Board of Directors of Sotera Health Company (“Sotera Health”), a healthcare company. Mr. Cunningham joined GTCR in 2001 where he is currently a Managing Director and Head of the Healthcare Group. Mr. Cunningham was previously a consultant with The Boston Consulting Group. Mr. Cunningham holds an MBA from the Wharton School at the University of Pennsylvania as well as a BA and BE in Engineering Sciences from Dartmouth College. We determined that Mr. Cunningham’s directorship experience with similar companies and extensive experience in the healthcare and pharmaceutical industries qualify him to serve as a director on the Board. John DeFord, PhD, has served on the Board since July 2023 and on our Audit Committee and Compensation and Leadership Development Committee since September 2023. He assumed the role of Chair of our Compensation and Leadership Development Committee in June 2024. Dr. DeFord also serves on the Board of Directors of Nordson Corporation, a precision technology company, and has been proposed to be appointed to Royal Philips Company's supervisory board. Dr. DeFord served as a director of Globus Medical Inc., a medical device company, from September 2023 to March 2026. Dr. DeFord has been the Chairman, Chief Executive Officer and President of Samothrace Medical Innovations, Inc., a medical technology company, since coming out of retirement in March 2022. Dr. DeFord has over 35 years of experience in the healthcare and medical device industries. Dr. DeFord served as Executive Vice President and Chief Technology Officer of Becton, Dickinson and Company (“Becton Dickinson”), a global medical technology company, from June 2018 until he retired from Becton Dickinson in May 2021. Dr. DeFord joined Becton Dickinson in December 2017 in connection with its acquisition of C.R. Bard, Inc. (“Bard”), a medical technology company, where he served as the Senior Vice President of Research and Development for Becton Dickinson’s interventional segment post-acquisition. Prior to the acquisition, Dr. DeFord served in a variety of science and technology roles at Bard since January 2004 and was Senior Vice President of Science, Technology and Clinical Affairs at the time of the acquisition by Becton Dickinson. Prior to joining Bard, Dr. DeFord was Managing Director of Early Stage Partners, a venture capital fund. Prior to joining Early Stage Partners, Dr. DeFord was President and Chief Executive Officer of Cook Incorporated, medical device manufacturer. Dr. DeFord holds a PhD in Electrical/Biomedical Engineering, a MS in Electrical Engineering and a BS in Electrical Engineering from Purdue University. Dr. DeFord is a valuable member of the Board due to his executive experience at medical technology companies and his service as an independent director to other public companies. R. Andrew Eckert has served on the Board as Chairman since December 2024, and on our Audit Committee and Nominating, Governance, and Risk Committee, where he assumed the role of Chair, since October 2025. Mr. Eckert also currently serves as a director on the Board of Directors of Becton Dickinson, and formerly served as a director of Fortrea Holdings, Inc., a contract research organization, from June 2023 to February 2025, and Varian Medical Systems, Inc., a medical device and software company (“Varian Medical”), where he served as a director from October 2004 to February 2014 and as Chairman of the Board from February 2014 to April 2021, when Varian Medical was acquired by Siemens Healthineers. Mr. Eckert currently serves as a Senior Adviser to Permira I.P Limited, a global private equity firm (“Permira”), and previously served as interim Chief Executive Officer of Lytx, Inc., a telematics company ("Lytx"), from December 2024 to July 2025, where he currently serves as Chairman of the Board. Prior to Permira, Mr. Eckert served as Chief Executive Officer of Zelis Inc., a healthcare payments and cost management business (“Zelis”) from August 2020 until August 2021, and as the President and Chief Executive Officer of Acelity L.P., a global wound care company (“Acelity”), from April 2017 until October 2019, when Acelity was acquired by 3M. Mr. Eckert holds an MBA from the Stanford University Graduate School of Business and a BS in Industrial Engineering from Stanford University. We determined that Mr. Eckert’s extensive directorship and chairman experience with similar publicly traded companies, and extensive experience as an executive at publicly traded companies in the healthcare and life sciences industries qualify him to serve as Chairman of the Board. Susannah Gray has served on the Board and as the Chair of our Audit Committee since our IPO in November 2020 and has served on our Compensation and Leadership Development Committee since October 2022. Ms. Gray also currently serves on the Board of Directors of 4D Molecular Therapeutics, Inc., a biotech company, AnaptysBio, Inc., a biotech company, and Theravance BioPharma, Inc., a biopharmaceutical company. Ms. Gray previously served on the Board of Directors of Morphic Holding, Inc. (the parent company of Morphic Therapeutic, Inc.), a biotech company, from April 2021 to August 2024 and Apria, Inc., a healthcare company, from May 2021 to March 2022, when Apria, Inc. was acquired by Owens & Minor, Inc. Ms. Gray served as the Chief Financial Officer of Royalty Pharma Management LLC (“Royalty Pharma”), a buyer of pharmaceutical royalties, from January 2005 to December 2018. Ms. Gray was promoted to Executive Vice President of Finance and Strategy in December 2018 and retired from Royalty Pharma in September 2019. Prior to Royalty Pharma, Ms. Gray served as a managing director and senior analyst covering the healthcare sector of CIBC World Markets’ high yield group from 2002 to 2004, and also previously served in similar roles at Merrill Lynch and Chase Securities (predecessor of J.P. Morgan Securities). Ms. Gray holds an MBA from Columbia University and a BA in Social Studies from Wesleyan University. We determined that Ms. Gray’s extensive executive experience in the pharmaceutical industry, as well as her financial expertise, qualify her to serve as a director on the Board. Constantine Mihas has served on the Board since our IPO in November 2020 and on our Compensation and Leadership Development Committee since October 2022, and has served as a member MLSH 1’s board since March 2016. Previously, Mr. Mihas served as Chair of the Compensation and Nominating Committee from our IPO in November 2020 until October 2022. Mr. Mihas also serves on the Board of Directors of Sotera Health. Mr. Mihas joined GTCR in 2001 where he is currently Co-CEO and Managing Director. Prior to joining GTCR, Mr. Mihas was Chief Executive Officer and co-founder of Delray Farms, LLC (“Delray Farms”), a specialty food retailer. Prior to Delray Farms, Mr. Mihas was with McKinsey & Company, Inc., a consulting firm. Mr. Mihas holds an MBA with distinction from the Harvard Business School and a BS in Finance and Economics from the University of Illinois, Chicago. We determined that Mr. Mihas’ directorship experience with similar companies, deep business background, and extensive experience in the healthcare, pharmaceutical and life sciences industries qualify him to serve as a director on the Board.

  3. Say-on-Pay

    Say-on-Pay In 2022, we requested that shareholders approve, on a non-binding, advisory basis, the frequency of our future “say-on-pay” votes, and, as a result of such vote, we expect to conduct the vote to approve, on a non-binding, advisory basis, the compensation of our NEOs once every year. At our 2025 Annual Meeting of Shareholders, our third “say-on-pay” advisory vote received 80.9% support, as compared to 97.8% and 96.1% at our 2024 and 2023 Annual Meetings, respectively. The Compensation Committee considered these results as well as feedback provided directly by our larger institutional shareholders when determining 2025 compensation, including: •Continuing to emphasize our "pay-for-performance" philosophy; •Freezing NEO base salaries at 2024 levels; •Reducing the grant date fair value of the 2025 annual equity awards as compared to the 2024 annual equity awards for each of our NEOs who were also NEOs in 2024, including a 47% reduction for Mr. Martin and a 35% reduction for each of Mr. Herde and Dr. Leddy; •Lengthening the vesting schedule for the time-based 2025 annual equity awards to three years as compared to two years for the 2024 time-based annual equity awards; and •Updating our peer group to add companies that are more comparable to us with respect to annual revenue and market capitalization, while removing certain companies that were significantly larger than us with respect to annual revenue, market capitalization, or both. The Compensation Committee will consider the results of future advisory votes on executive compensation as our compensation philosophy continues to evolve and compensation decisions are made each year.

  4. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The overall objective of our compensation program is to encourage and reward the creation of sustainable, long-term value. We pursue this objective via: •Alignment with long-term shareholders’ interests. We believe our executives’ interests are directly aligned with those of our shareholders through the use of long-term equity incentives that align the value of the compensation program with stock price growth. •Competitiveness. We believe that our executive compensation programs are designed to attract, motivate, retain and reward qualified and talented executives with the abilities and skills needed to foster long-term value creation by delivering competitive total compensation at target performance levels. •Motivating achievement of financial goals and strategic objectives. We believe that the compensation of our executives is dependent on the achievement of our short-and long-term financial goals and strategic objectives through our annual cash incentive plan, and our long-term equity compensation, which aligns rewards with the creation of shareholder value. •Rewarding superior performance. We believe that performance which exceeds target levels should be appropriately rewarded. We also believe there should be downside risk of below-target payouts if individual performance (as applicable) or Company financial performance is below target or if strategic objectives are not achieved. Our annual bonus plan is designed to recognize Company performance and, if applicable, individual business performance, and aligns payouts relative to achievements against target financial objectives; provided, that, in the case of each of our CEO and CFO, the 2025 annual bonus entitlement was based on guaranteed target amounts prorated for the portion of 2025 he was employed, per the terms of their respective employment agreement. •Responding to change. We believe that as our industry evolves and our opportunities for competitive business advantages change over time, we must likewise evolve in order to continue to create value. Our compensation programs must similarly be tailored to our strategic priorities (which may require changing the performance measures in our incentive plans) and our current outlook (which may impact how we calibrate incentive plan payouts to various levels of performance). The key elements of our compensation program for our NEOs include:

  5. Compensation Philosophy and Objectives

    | Compensation Component | Purpose | | Base Salary A fixed cash element of compensation paid bi-weekly | ✓Provide pay that is competitive based on the position, scope of responsibilities, breadth and depth of experience, and performance to date. ✓Enable the Company to attract, motivate, and retain critical executive talent with the necessary qualifications and experience. | | Bonus A variable cash element tied to the achievement of annual Company financial and individual business and operational performance goals (as applicable) | ✓Focus NEOs on achieving progressively challenging short-term performance goals that align with the Company’s and/or an individual business' annual operating plan and strategic objectives. ✓Align incentive payments with results and achievements against targets. | | Equity Awards Stock-based compensation with vesting and other design features intended to align with long-term value creation | ✓Support ownership values and deliver retention incentives that increase the commitment needed to deliver on the Company’s strategies over multiple years. ✓Promote alignment with shareholder interests by incenting stock price appreciation. |

  6. Role of the Compensation Committee and Board

    Role of the Compensation Committee and Board The Compensation Committee sets the philosophy, objectives, elements, policies and practices of compensation for our executive officers, including our NEOs, considering such factors as each NEO’s professional experience, job scope, past performance, tenure and retention risk. The Compensation Committee also considers prior fiscal year adjustments to compensation, historical annual bonus award payments and equity awards. Finally, the Compensation Committee considers current market practices, based on its review of executive compensation data for comparable companies, as well as current compensation trends, to ensure that the compensation of the NEOs is both competitive and reasonable, while also maintaining compensation levels commensurate with our financial and stock performance. The non-employee directors of our Board make all final compensation decisions for the CEO (based on the recommendation of the Compensation Committee), while the Compensation Committee makes all final compensation decisions for other executive officers (considering recommendations from our CEO). These decisions include: •Determining the types and levels of compensation and benefits; •Establishing performance measures, weightings and targets; •Setting target compensation values; •Granting equity awards; and •Determining payouts.

  7. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has the authority to retain compensation consultants and other advisors to assist it in fulfilling its duties and responsibilities and has directly retained Meridian, an independent compensation consulting firm, to provide research and analysis and to make recommendations on the form and level of executive compensation. The Compensation Committee sought input from Meridian on executive compensation matters for 2025, including the design and competitive position of our executive compensation program, our 2025 Peer Group (as defined below), appropriate compensation levels, and evolving compensation trends. Based on its consideration of the various factors set forth in the rules promulgated by the SEC and the Nasdaq listing standards, the Compensation Committee has determined that the work performed by Meridian has not raised any conflict of interest.

  8. Competitive Positioning

    Competitive Positioning Meridian presented a competitive market analysis to support the Compensation Committee in connection with its executive and non-employee director compensation decisions made in the first half of 2025. To develop an understanding of the competitive marketplace, the Compensation Committee reviewed the executive compensation practices of a group of publicly-traded companies and broader life sciences data from Radford’s proprietary survey database. Meridian worked with the Compensation Committee to establish the Company’s 2025 Peer Group. The Compensation Committee uses the market analysis as a reference point to ensure that our executive compensation program is competitive with market practice. In the case of each executive officer, the Compensation Committee considers the overall compensation of each individual against the compensation data developed through the market analysis, and whether his or her position is sufficiently similar to the positions identified in the data to make the comparison meaningful. Ultimately, the Compensation Committee’s decisions with respect to each executive’s total compensation, and each individual compensation element, are based in large part on its assessment of Company and individual performance as well as other factors, such as internal pay equity. The Compensation Committee reviews the peer group annually and adds or removes companies as peers as it deems appropriate and necessary to maintain competitive and balanced alignment. At the time of the peer group review for 2025, demand for COVID-19 related products and services had continued to subside, impacting our financial performance, including our revenue. Relative to the 20 peers in the 2024 Peer Group, we were positioned 20th out of 21 in terms of trailing twelve months revenue and 17th out of 21 in terms of market capitalization. The Compensation Committee and Meridian reviewed and considered factors such as labor market competitors, industry, total revenue, market capitalization, growth and profitability margins, as well as benchmarking the peer group against proxy advisor methodologies, in determining how to modify the 2024 peer group in order to create a 2025 Peer Group to be used in making compensation decisions for 2025. Relative to the 2024 peer group, the Compensation Committee approved the removal of Bio-Rad Laboratories, Inc., Neurocrine Biosciences, Inc., Masimo Corporation, Globus Medical, Inc., and Insulet Corporation, each of whom, at the time of selection of the revised peer group, were much larger than us with respect to revenue and market capitalization. The Compensation Committee also approved the addition of Guardant Health and iRythm Technologies to bolster the overall peer group roster size, while providing balance to the larger companies that remained in our peer group. Following these updates, the peer group for 2025 (the “2025 Peer Group”) represented a robust sample of 17 sector-relevant companies, as follows:

  9. Competitive Positioning

    | 10x Genomics Inc. | Natera, Inc. | | Azenta, Inc. | Neogen Corporation | | Bio-Techne Corporation | NeoGenomics, Inc. | | Cytek Biosciences, Inc. | Repligen Corporation | | Fulgent Genetics, Inc. | Sotera Health Company | | Guardant Health (1) | Tandem Diabetes Care, Inc. | | Halozyme Therapeutics, Inc. | Twist Bioscience Corp. | | iRythm Technologies (1) | Veracyte, Inc. | | Lantheus Holdings, Inc. | |

  10. Competitive Positioning

    (1)New addition for 2025 Peer Group. At time of selection, we were positioned 17th out of 18 companies with respect to trailing twelve months' revenue and 15th out of 18 companies with respect to market capitalization. These modifications were responsive to the changing Company size and value dynamic, maintained a robust sample size and improved alignment with proxy advisor-selected peer rosters. At the time of selection, the 2025 Peer Group median revenue was 30% lower than the 2024 peer group median and peer group median market capitalization was 29% lower. In June 2025, the Compensation Committee approved our 2026 peer group, including significant changes compared to our 2025 Peer Group in order to improve Maravai’s alignment with peer group median annual revenue and market capitalization. These changes included (1) removing Bio-Techne, Halozyme Therapeutics, iRhythm Technologies, Lantheus Holdings, Natera, Neogen Corporation, Sotera Health Company and Tandem Diabetes Care while (2) adding Adaptive Biotechnologies Corporation, Amarin Corporation, AngioDynamics, CareDx, Cryport, Mesa Laboratories, Pacific Biosciences of California, Quanterix Corporation and Standard BioTools.

  11. Annual Bonus

    Annual Bonus The Compensation Committee periodically reviews and determines (for each NEO other than the CEO) and recommends to the Board (for the CEO) the target annual bonus award opportunities (expressed as a percentage of base salary) that each of the NEOs is eligible to earn. The target annual bonus award opportunity for each NEO was initially established in his or her employment agreement and is reviewed periodically by the Compensation Committee. The actual annual bonus amount earned each year by our NEOs may be more or less than their respective target amounts depending on an assessment of the performance of the Company and/or applicable Business Unit. For the 2025 fiscal year, Messrs. Brust and Asarpota had guaranteed 2025 annual bonus payments pursuant to their employment agreements. Our other NEOs were eligible for bonus payouts under our 2025 Annual Incentive Plan (“2025 AIP”). In February 2025, the Compensation Committee approved the terms of the 2025 AIP, whereby both a company performance factor (or “CPF”) and an individual performance factor (or “IPF”) were used to assess performance and determine payouts for our NEOs, with the exception of Mr. Martin, whose target annual bonus was based 100% on the CPF The weighting of the CPF component and IPF component for each NEO as a percentage of their target 2025 AIP was as follows:

  12. Annual Bonus

    | NEO | CPF Weighting | IPF Weighting | | Mr. Brust (1) | N/A | N/A | | Mr. Martin | 100% | 0% | | Mr. Asarpota (1) | N/A | N/A | | Mr. Herde | 80% | 20% | | Mr. Oreshack | 80% | 20% | | Ms. Dolan | 30% | 70% | | Dr. Leddy | 80% | 20% |

  13. Annual Bonus

    (1) Messrs. Brust and Asarpota each had guaranteed bonuses for their year of hire per their employment agreements. For purposes of the 2025 AIP, (i) the CPF component was measured against the consolidated revenue at the Company level, determined in accordance with GAAP as reflected in our consolidated financial statements, but excluding any revenue attributable to large or bulk-sized CleanCap® orders to customers for use in known, active commercial vaccine programs (“Non-HVCC Revenue”) and (ii) the IPF component was measured against the achievement of individual performance objectives for each NEO. The ultimate determination of achievement of the individual performance objectives and the IPF score is at the sole discretion of the Compensation Committee. In order to foster a sense of urgency relating to achievement of near-term financial objectives, the CPF component of the 2025 AIP was payable in two tranches and calculated based on separate Non-HVCC Revenue targets for the first and second halves of fiscal year 2025 (“First-Half Target” and “Second-Half Target,” respectively), with (i) 50% of the 2025 AIP attributable to the CPF component paid mid-year after the Non-HVCC Revenue achievement against the First-Half Target was determined (the “First-Half CPF Payments”) and (ii) the other 50% of the 2025 AIP attributable to the CPF component paid after year-end when Non-HVCC Revenue achievement against the Second-Half Target was determined (the “Second-Half CPF Payments”). In light of the mid-year changes to the executive management team and in order to appropriately motivate and retain employees during this critical leadership transition, in August 2025 the Compensation Committee revised the performance metrics used to assess performance and determine payouts for the amounts originally attributable to the Second-Half CPF Payments and IPF component of the 2025 AIP for each remaining NEO (as well as for all other employees) other than Mr. Brust and Mr. Asarpota (collectively, the “Remaining Bonus Amounts”), to optimize alignment of payouts with such NEO’s performance relative to the renewed focus on positional remit and accountability (the “Amended 2025 AIP”). The result was that each of Mr. Oreshack’s and Ms. Dolan's performance would be assessed, and the payout of their respective Remaining Bonus Amounts determined, based solely on the Non-HVCC Revenue achievement of the Company for Mr. Oreshack and revenue at the Cygnus Business Unit level, determined in accordance with GAAP as reflected in our consolidated financial statements ("Cygnus Revenue"), for Ms. Dolan, each for the second half of fiscal year 2025 (as applicable, each NEO's individual business performance factor, or “BPF”). The result of the Amended 2025 AIP was that the CPF was assessed relative to first half performance alone while the BPF was assessed relative to second half 2025 fiscal year performance alone. The weighting of the CPF component and BPF component for each NEO as a percentage of their target Amended 2025 AIP was as follows:

  14. Annual Bonus

    | NEO | 1H CPF Weighting | 2H BPF Weighting | | Mr. Brust (1) | N/A | N/A | | Mr. Martin (2) | N/A | N/A | | Mr. Asarpota (1) | N/A | N/A | | Mr. Herde (2) | N/A | N/A | | Mr. Oreshack | 40% | 60% | | Ms. Dolan | 15% | 85% | | Dr. Leddy (3) | 40% | N/A |

  15. Annual Bonus

    (1) Messrs. Brust and Asarpota each had guaranteed bonuses for their year of hire per their employment agreements. (2) Messrs. Martin’s and Herde’s employment with the Company terminated prior to the payment of the First-Half CPF Payments, and in lieu thereof received a prorated target bonus in accordance with the terms of their respective employment agreements. (3) Dr. Leddy’s employment with the Company terminated after payment of the First-Half CPF Payments, but before payment of the BPF component of the Amended 2025 AIP, and in lieu thereof received a prorated target bonus (taking into account the amount already paid in respect of the First Half Target) in accordance with the terms of his employment agreement. The table below illustrates the CPF and BPF application to various levels of performance against our 2025 First-Half Target and Second-Half BPF goals (the “BPF Target”):

  16. Annual Bonus

    | Alignment of Revenue Achievement with Payout Scale | | | | | | | | | | | | Actuals to Target % | <80% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | +120% | | Payout Scale | 0% | 50% | 63% | 75% | 88% | 100% | 113% | 125% | 138% | 150% |

  17. Annual Bonus

    For each of the CPF and BPF portions of the bonus, achievement of 100% of relevant target goals fund a payout at 100% of target bonus award opportunities allocated to that factor, while threshold achievement of 80% of the target goal was necessary to fund the minimum payout of 50% of target bonus allocated to the factor, and achievement of 120% or greater of the target goal would result in a maximum payout of 150% of target bonus allocated. Straight-line interpolation is applied to determine payouts for performance between threshold and target or between target and maximum. The First-Half Target was $100.4 million of Non-HVCC Revenue and the Second Half BPF Target was (i) $90.8 million of Non-HVCC Revenue for the overall company (applicable to the bonus of Mr. Oreshack), and (ii) $30.6 million Cygnus Revenue for the Cygnus Business Unit (applicable to the bonus of Ms. Dolan). Per the terms of their employment agreements, Messrs. Martin and Herde did not receive payouts under the 2025 AIP, Dr. Leddy received a payout only for the First-Half CPF Payment, and Messrs. Brust and Asarpota received guaranteed target annual bonus amounts pro-rated for the portion of 2025 they were employed by us. Per the terms of their employment agreements, each NEO’s annual bonus payout was determined using the following formulae: •For Messrs. Brust and Asarpota: (Base Salary x Target Bonus %) x (number of days employed in 2025 out of 365) = Payout •For Mr. Oreshack and Ms. Dolan: [(First Half Base Salary x Target Bonus %) x (CPF x CPF weight)] + [(Second Half Base Salary x Target Bonus %) x (BPF x BPF weight)] = Payout •For Dr. Leddy: (First Half Base Salary x Target Bonus %) x (CPF x CPF weight) = Payout

  18. Achievement of Second Half Business Performance Factor

    | | Target Bonus Award Opportunity | | First Half CPF | | Second Half BPF | | Actual Bonus Award | | | NEO | % of Base Salary | Dollar Value ($) | Weighting | Score | Weighting | Score | % of Target Dollar Value | Dollar Value ($) | | Mr. Brust | 100% | 425,343 | N/A | N/A | N/A | N/A | N/A | 425,343(1) | | Mr. Martin | 125% | 975,000 | N/A | N/A | N/A | N/A | N/A | N/A(2) | | Mr. Asarpota | 70% | 195,137 | N/A | N/A | N/A | N/A | N/A | 195,137(1) | | Mr. Herde | 70% | 345,065 | N/A | N/A | N/A | N/A | N/A | N/A(2) | | Mr. Oreshack | 50% | 236,830 | 40% | 85.0% | 60% | 101.9% | 95.1% | 225,320 | | Ms. Dolan | 70% | 329,060 | 15% | 85.0% | 85% | 107.7% | 104.3% | 343,193 | | Dr. Leddy | 70% | 340,696 | 40% | 85.0% | N/A | N/A | 34.0% | 115,837(3) |

  19. Achievement of Second Half Business Performance Factor

    (1) Based on the proration of target bonus for the days employed in 2025 out of 365. (2) Messrs. Martin’s and Herde’s employment with the Company terminated prior to the payment of any portion of the 2025 AIP, and in lieu thereof received severance benefits in accordance with the terms of their respective employment agreements. (3) A first half bonus payment was made and subsequently the prorated target bonus for the days worked in 2025 payable upon termination was reduced by the first half bonus amount.

  20. Equity Awards

    Equity Awards

  21. 2025 Incentive Equity Awards

    2025 Incentive Equity Awards On March 17, 2025, we granted annual equity awards to our NEOs (other than Messrs. Brust and Asarpota) under the Maravai LifeSciences Holdings, Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”). Targeted award amounts were significantly reduced from 2024 to maintain alignment with the shareholder experience and manage the shareholder dilution from our Company-wide equity-based compensation program. In recognition that the reduced value of these awards on a “by NEO” basis had fallen significantly relative to market competitive levels, we granted time-based restricted stock units ("RSUs") in order to optimize for retention. In response to institutional investor feedback regarding the two-year vesting schedule for RSU awards made in 2024, the RSUs granted in 2025 have a three-year vesting schedule. With respect to determining the amount and design of the new hire equity grants for Messrs. Brust and Asarpota, the Compensation Committee considered market practices, the overall level of pay, alignment with shareholder value creation and long-term orientation of the vehicle(s). On June 8, 2025 (for Mr. Brust) and June 30, 2025 (for Mr. Asarpota), we granted new hire equity awards comprised of time-based RSUs, stock options and performance-based RSUs ("PSUs") under the Omnibus Plan. The Compensation Committee approved the following equity incentives to our NEOs in 2025:

  22. 2025 Incentive Equity Awards

    | NEO | Date of Grant | Grant Date Fair Value ($) | RSUs (1) | Stock Options (2) | PSUs (3) | | Mr. Brust | 6/8/2025 | 9,120,000 | 2,000,000 | 1,000,000(4) | 2,250,000 | | Mr. Martin | 3/17/2025 | 2,603,552 | 986,194 | — | — | | Mr. Asarpota | 6/30/2025 | 2,655,833 | 500,000 | 333,333(5) | 750,000 | | Mr. Herde | 3/17/2025 | 1,041,422 | 394,478 | — | — | | Mr. Oreshack | 3/17/2025 | 781,065 | 295,858 | — | — | | Ms. Dolan | 3/17/2025 | 650,889 | 246,549 | — | — | | Dr. Leddy | 3/17/2025 | 1,041,422 | 394,478 | — | — |

  23. 2025 Incentive Equity Awards

    (1)Except for the RSUs granted to Messrs. Brust and Asarpota, the RSUs vest one-third on March 15, 2026, one-third on March 15, 2027, and one-third on March 15, 2028, subject to continued employment through each vesting date. The RSUs granted to Messrs. Brust and Asarpota vest one-third on the first anniversary of the grant date and the remaining two-thirds vest in twenty-four substantially equal monthly installments thereafter subject to continued employment through each vesting date. (2)The stock options vest one-third on the first anniversary of the grant date and the remaining two-thirds vest in twenty-four substantially equal monthly installments thereafter subject to continued employment through each vesting date. (3)The PSUs vest on the third anniversary of the grant date subject to continued employment and meeting the performance criteria based on achievement of an “Ending Stock Price” (meaning the volume weighted average price for the 30 trading day period ending on the third anniversary of the grant date) goals as follows: a.22% of the PSUs units are earned based on Ending Stock Price of at least $4.00. b.An additional 16% are earned based on an Ending Stock Price of at least $5.00. c.An additional 18% are earned based on an Ending Stock Price of at least $6.00. d.An additional 21% are earned based on an Ending Stock Price of at least $7.00. e.An additional 23% are earned based on an Ending Stock Price of at least $8.00. (4)Exercise price of $2.39. (5)Exercise price of $2.41. The grant date fair values for the annual awards for each of our NEOs who were also NEOs in 2024 represented a 47% reduction for Mr. Martin and a 35% reduction for Mr. Herde and Dr. Leddy.

  24. 2026 Incentive Equity Awards

    2026 Incentive Equity Awards Beginning in fiscal year 2026, the Compensation Committee approved a modification to the Company’s long-term incentive program to award performance-based equity in our executive compensation program. LTI awards to executive officers will vest based solely on EBITDA performance. This change reflects the Committee’s ongoing focus on strengthening the alignment between executive pay and Company performance.

  25. Employment Agreements and Severance Benefits

    Employment Agreements and Severance Benefits We are party to employment agreements with our NEOs, which provide eligibility for severance payments and benefits in connection with certain qualifying terminations of employment, including enhanced severance payments and benefits in connection with such qualifying termination that occurs in connection with a change in control. Messrs. Martin and Herde and Dr. Leddy received severance upon their terminations of employment in accordance with the terms of their respective employment agreements. The terms of the employment agreements with our NEOs are described in the sections captioned “Narrative to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table” and “Potential Payments upon a Termination of Employment or a Change in Control.” The NEOs’ outstanding equity awards are generally subject to accelerated vesting upon certain qualifying terminations of employment that occur within two years of a change in control. For additional detail, see the section titled “Potential Payments upon a Termination of Employment or a Change in Control” below.

  26. Prohibition on Option Re-Pricing and Backdating

    Prohibition on Option Re-Pricing and Backdating The Compensation Committee does not re-price and has not re-priced options to purchase shares of our Class A common stock, consistent with the Omnibus Plan, which prohibits re-pricing of equity awards without shareholder approval. The grant date for each equity award is based on the date the award is approved by the Compensation Committee or the independent members of the Board, as applicable. Options to purchase shares of our Class A common stock are granted with an exercise price equal to the closing market price of our Class A common stock on the date of grant.

  27. Option Awards

    Option Awards In response to Item 402(x)(1) of Regulation S-K, the Company granted new awards of stock options during 2025 to Messrs. Brust and Asarpota as part of their new hire equity award grants. The Company has no specific policy or practice on the timing of awards of options or option-like instruments in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant awards of options in the future, the Board will evaluate the appropriate steps to take in relation to the foregoing. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. The following table contains information required by Item 402(x)(2) of Regulation S-K about stock options granted to our CEO in 2025 during the period from four business days before to one business day after the filing of the Company's Annual Report on Form 10-K, the Company's Quarterly Report on Form 10-Q, or the Company's Current Report on Form 8-K that disclosed material nonpublic information:

  28. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  29. Summary Compensation Table

    Summary Compensation Table

  30. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Bernd Brust (6) Chief Executive Officer | | | | | | | | | | | 2025 | 388,863 | — | 7,660,000 | 1,460,000 | 425,343 | 195,502 | 10,129,708 | | William E. Martin III Former Chief Executive Officer | 2025 | 345,000 | — | 2,603,552 | — | — | 896,711 | 3,845,263 | | | 2024 | 775,385 | — | 4,876,608 | — | 492,375 | 236,031 | 6,380,399 | | | 2023 | 750,000 | — | 1,314,000 | — | — | 237,864 | 2,301,864 | | Raj Asarpota (6) Chief Financial Officer | | | | | | | | | | | 2025 | 253,366 | 200,000 | 2,172,500 | 483,333 | 195,137 | 202,457 | 3,506,793 | | Kevin Herde Former Chief Financial Officer | 2025 | 247,771 | — | 1,041,422 | — | — | 441,545 | 1,730,738 | | | 2024 | 489,346 | 69,013 | 1,609,281 | — | 139,406 | 32,318 | 2,339,364 | | | 2023 | 472,791 | 66,679 | 1,125,309 | 1,119,073 | — | 9,150 | 2,793,002 | | Kurt Oreshack (6) Secretary and General Counsel | | | | | | | | | | | 2025 | 455,442 | — | 781,065 | — | 225,320 | 9,150 | 1,470,977 | | Christine Dolan (6) Executive Vice President and General Manager, Cygnus | | | | | | | | | | | 2025 | 450,966 | — | 650,889 | — | 343,193 | 9,150 | 1,454,198 | | Peter Leddy, PhD Chief Administrative Officer | 2025 | 372,200 | — | 1,041,422 | — | 115,837 | 320,345 | 1,849,804 | | | 2024 | 483,137 | 68,139 | 1,609,281 | — | 137,641 | 65,566 | 2,363,764 | | | 2023 | 467,135 | 75,710 | 1,125,309 | 1,119,073 | — | 40,549 | 2,827,776 |

  31. Summary Compensation Table

    (1)The amount reported in the Bonus column for 2025 represents for Mr. Asarpota a one-time guaranteed sign-on bonus in connection with the commencement of his employment. (2)The amounts reported in the Stock Awards column for all NEOs represent the grant date fair value of RSUs and PSUs with respect to our Class A common stock, in each case, granted to the NEOs under the Omnibus Plan, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. (3)The amounts reported in the Option Awards column for all NEOs represents the grant date fair value of, for 2025, stock options with respect to our Class A common stock (the "2025 Options") granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The assumptions used in calculating the grant date fair value of the 2025 Options in the Option Awards column are set forth in Note 13 to the consolidated financial statements included in our Annual Report for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs for the stock options. See "Compensation Discussion and Analysis—Equity Awards" for additional details. (4)The amounts reported in the Non-Equity Incentive Plan Compensation column reflect bonuses paid to the NEOs pursuant to the Amended 2025 AIP. See the section entitled “Annual Bonus” above and “Narrative Disclosure to Summary Compensation Table—Employment Agreements” below for additional details. (5)The amounts reported in the All Other Compensation column for 2025 include the amount detailed in the table below titled “Components of All Other Compensation.” (6)Messrs. Brust, Asarpota, and Oreshack, and Ms. Dolan were not named executive officers for the fiscal years ended December 31, 2023 or December 31, 2024; therefore, we did not include their prior compensation.

  32. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended December 31, 2025 with respect to our NEOs.

  33. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards (2) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Bernd Brust | | | N/A | 425,343 | N/A | | | | | | | | | | 6/8/2025 (3) | | | | | | | | | 1,000,000 | 2.39 | 1,460,000 | | | 6/8/2025 (4) | | | | | | | | 2,000,000 | | | 4,780,000 | | | 6/8/2025 (5) | | | | | — | 2,250,000 | — | | | | 2,880,000 | | William E. Martin, III | | | 243,750 | 975,000 | 1,462,500 | | | | | | | | | | 3/17/2025 (6) | 2/20/2025 | | | | | | | 986,194 | | | 2,603,552 | | Raj Asarpota | | | N/A | 195,137 | N/A | | | | | | | | | | 6/30/2025 (7) | 6/22/2025 | | | | | | | | 333,333 | 2.41 | 483,333 | | | 6/30/2025 (8) | 6/22/2025 | | | | | | | 500,000 | | | 1,205,000 | | | 6/30/2025 (9) | 6/22/2025 | | | | — | 750,000 | — | | | | 967,500 | | Kevin Herde | | | 69,013 | 345,065 | 517,598 | | | | | | | | | | 3/17/2025 (6) | 2/13/2025 | | | | | | | 394,478 | | | 1,041,422 | | Kurt Oreshack | | | 47,366 | 236,830 | 355,245 | | | | | | | | | | 3/17/2025 (6) | 2/13/2025 | | | | | | | 295,858 | | | 781,065 | | Christine Dolan | | | 24,680 | 329,060 | 493,590 | | | | | | | | | | 3/17/2025 (6) | 2/13/2025 | | | | | | | 246,549 | | | 650,889 | | Peter Leddy, PhD | | | 68,139 | 340,696 | 511,044 | | | | | | | | | | 3/17/2025 (6) | 2/13/2025 | | | | | | | 394,478 | | | 1,041,422 |

  34. 2025 Grants of Plan-Based Awards

    (1)Represents threshold, target and maximum annual cash incentive for the Amended 2025 AIP opportunities granted to our NEOs (other than Messr. Brust and Asarpota). For Messrs. Brust and Asarpota, represents the guaranteed amounts for the 2025 AIP pursuant to their respective employment agreements. The threshold amount is (i) 25% of target for Mr. Martin, (ii) 20% of target for Messrs. Herde and Oreshack and Dr. Leddy, and (iii) 7.5% of target for Ms. Dolan, as the minimum amount payable if threshold performance for CPF is achieved. If the threshold is not achieved with respect to the CPF or BPF, the payment with respect to the 2025 AIP would be zero. Achievement of target performance for both the CPF and BPF would result in a payout at 100% under the 2025 AIP. The maximum amount for each executive officer other than Messrs. Brust and Asarpota is 150% of target and reflects the maximum amount payable if maximum performance is achieved for both the CPF and BPF. The pre-established company performance metrics for the (i) CPF for the 2025 fiscal year consisted of Non-HVCC Revenue (weighted 50% for Mr. Martin, 40% for Messrs. Herde and Oreshack and Dr. Leddy, and 15% for Ms. Dolan) and (ii) BPF (weighted 50% for Mr. Martin, 60% for Messrs. Herde and Oreshack and Dr. Leddy, and 85% for Ms. Dolan). See the section entitled “Compensation Discussion and Analysis—Annual Bonus” above for additional details. (2)Grant date fair values reported were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. See Footnote 2 to the “Summary Compensation Table” above for assumptions used in calculating the grant date fair values of the equity awards reported herein. (3)Amount shown is the number of stock options with respect to our Class A common stock awarded on June 8, 2025 (the "Brust Options"). One-third of the Brust Options will vest on June 8, 2026, and the remainder of the Brust Options will vest in equal monthly installments over the following twenty-four months, subject to Mr. Brust’s continued employment through such dates. (4)Amount shown is the number of RSUs with respect to our Class A common stock awarded on June 8, 2025 (the "Brust RSUs"). The Brust RSUs will vest at a rate of one-third of the grant on June 8, 2026, and the remainder of the Brust RSUs will vest in equal monthly installments over the following twenty-four months, subject to Mr. Brust’s continued employment through such dates. (5)Amount shown is the number of PSUs with respect to our Class A common stock awarded on June 8, 2025. A percentage of the PSUs will vest in the event an Ending Stock Price equals or exceeds the following share price hurdles (in each case, as adjusted for stock splits, stock dividends and other similar events): (i) $4.00 (vest as to 22%), (ii) $5.00 (vest as to an additional 16%), (iii) $6.00 (vest as to an additional 18%), (iv) $7.00 (vest as to an additional 21%) and (v) $8.00 (vest as to the remaining 23%), in each case subject to Mr. Brust’s continued employment through such date. In addition, in the event of a Change in Control (as defined in the Omnibus Plan) prior to June 8, 2028, a number of the PSUs based on the Change in Control Price (as defined in the Omnibus Plan) will convert to time-based RSUs that will vest in their entirety on June 8, 2028, subject to Mr. Brust’s continued employment through such date. (6)Amount shown is the number of RSUs with respect to our Class A common stock awarded on March 17, 2025. The RSUs will vest in equal installments on March 15 of each of 2024, 2025 and 2026, subject to such NEO’s continued employment through each vesting date. (7)Amount shown is the number of stock options with respect to our Class A common stock awarded on June 30, 2025 (the "Asarpota Options"). One-third of the Asarpota Options will vest on June 30, 2026, and the remainder of the Asarpota Options will vest in equal monthly installments over the following twenty-four months, subject to Mr. Asarpota’s continued employment through such dates. (8)Amount shown is the number of RSUs with respect to our Class A common stock awarded on June 30, 2025 (the "Asarpota RSUs"). The Asarpota RSUs will vest at a rate of one-third of the grant on June 30, 2026, and the remainder of the Asarpota RSUs will vest in equal monthly installments over the following twenty-four months, subject to Mr. Asarpota’s continued employment through such dates. (9)Amount shown is the number of PSUs with respect to our Class A common stock awarded on June 30, 2025. A percentage of the PSUs will vest in the event an Ending Stock Price equals or exceeds the following share price hurdles (in each case, as adjusted for stock splits, stock dividends and other similar events): (i) $4.00 (vest as to 22%), (ii) $5.00 (vest as to an additional 16%), (iii) $6.00 (vest as to an additional 18%), (iv) $7.00 (vest as to an additional 21%) and (v) $8.00 (vest as to the remaining 23%), in each case subject to Mr. Asarpota’s continued employment through such date. In addition, in the event of a Change in Control (as defined in the Omnibus Plan) prior to June 30, 2028, a number of the PSUs based on the Change in Control Price (as defined in the Omnibus Plan) will convert to time-based RSUs that will vest in their entirety on June 30, 2028, subject to Mr. Asarpota’s continued employment through such date.

  35. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the number of stock options with respect to our Class A common stock, RSUs with respect to our Class A common stock and PSUs with respect to our Class A common stock held as of December 31, 2025, by each of our NEOs, other than Mr. Martin, who had no equity awards outstanding as of such date. Concurrent with their terminations of employment, each of Mr. Herde and Dr. Leddy entered into an advisor agreement with the Company, whereby each of Mr. Herde and Dr. Leddy continued to provide services to the Company in a non-employee capacity, from their respective termination dates through January 31, 2026 for Mr. Herde and through March 31, 2026 for Dr. Leddy (as applicable for such executive, the "Advisory Period"). Pursuant to the terms of the Omnibus Plan, each of Mr. Herde's and Dr. Leddy's stock options and restricted stock unit awards continued to vest during their respective Advisory Periods. Market value is based on the closing market price of our Class A Common Stock as of December 31, 2025 of $3.25.

  36. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name(1) | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Bernd Brust | | | | | | | | | | | RSUs | 6/8/2025 | | | | | 2,000,000(2) | 6,500,000 | | | | PSUs | 6/8/2025 | | | | | | | 2,250,000(3) | 7,312,500 | | Stock Options | 6/8/2025 | — | 1,000,000(4) | 2.39 | 6/8/2035 | | | | | | Raj Asarpota | | | | | | | | | | | RSUs | 6/30/2025 | | | | | 500,000(5) | 1,625,000 | | | | PSUs | 6/30/2025 | | | | | | | 750,000(6) | 2,437,500 | | Stock Options | 6/30/2025 | — | 333,333(7) | 2.41 | 6/30/2035 | | | | | | Kevin Herde | | | | | | | | | | | RSUs | 3/17/2025 | | | | | 394,478(8) | 1,282,054 | | | | RSUs | 1/16/2024 | | | | | 125,138(9) | 406,699 | | | | Stock Options | 3/15/2023 | 98,313 | 44,687(10) | 15.52 | 3/15/2033 | | | | | | RSUs | 3/15/2023 | | | | | 24,169(11) | 78,549 | | | | Stock Options | 1/25/2022 | 34,692 | 1,508(12) | 26.32 | 1/25/2032 | | | | | | Stock Options | 11/19/2020 | 60,000 | — | 27.00 | 11/19/2030 | | | | | | Kurt Oreshack | | | | | | | | | | | RSUs | 3/17/2025 | | | | | 295,858(8) | 961,539 | | | | RSUs | 1/16/2024 | | | | | 83,426(9) | 271,135 | | | | Stock Options | 3/15/2023 | 52,594 | 23,906(10) | 15.52 | 3/15/2033 | | | | | | RSUs | 3/15/2023 | | | | | 12,795(11) | 41,584 | | | | Stock Options | 1/25/2022 | 30,188 | 1,312(12) | 26.32 | 1/25/2032 | | | | | | Stock Options | 11/19/2020 | 40,000 | — | 27.00 | 11/19/2030 | | | | | | Christine Dolan | | | | | | | | | | | RSUs | 3/17/2025 | | | | | 246,549(8) | 801,284 | | | | RSUs | 1/16/2024 | | | | | 94,802(9) | 308,107 | | | | Stock Options | 3/15/2023 | 75,625 | 34,375(10) | 15.52 | 3/15/2033 | | | | | | RSUs | 3/15/2023 | | | | | 18,592(11) | 60,424 | | | | Stock Options | 1/25/2022 | 30,188 | 1,312(12) | 26.32 | 1/25/2032 | | | | | | Stock Options | 11/19/2020 | 60,000 | — | 27.00 | 11/19/2030 | | | | | | Peter Leddy, PhD | | | | | | | | | | | RSUs | 3/17/2025 | | | | | 394,478(8) | 1,282,054 | | | | RSUs | 1/16/2024 | | | | | 125,138(9) | 406,699 | | | | Stock Options | 3/15/2023 | 98,313 | 44,687(10) | 15.52 | 3/15/2033 | | | | | | RSUs | 3/15/2023 | | | | | 24,169(11) | 78,549 | | | | Stock Options | 7/15/2022 | 104,971 | 17,922(13) | 24.94 | 7/15/2032 | | | | |

  37. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)This table reflects information regarding stock options with respect to our Class A common stock, RSUs with respect to our Class A common stock and PSUs with respect to our Class A common stock granted to our Named Executive Officers that were outstanding as of December 31, 2025. For Mr. Martin, the stock options, RSUs and PSUs that remained unvested as of his termination of service on June 8, 2025 were forfeited in accordance with their terms. For more information on these stock options and incentive units, see “Compensation Discussion and Analysis—Equity Awards.” (2)Under the terms of the restricted stock unit award agreement, one-third of these RSUs vest on June 8, 2026, and the remaining two-thirds will vest in equal monthly installments over the following twenty-four months, subject to Mr. Brust’s continued employment through such vesting dates. (3)Under the terms of the performance stock unit award agreement, a number of PSUs will vest in the event an Ending Stock Price equals or exceeds the following price hurdles (in each case, as adjusted for stock splits, stock dividends and other similar events): (i) $4.00 (495,000 PSUs vest), (ii) $5.00 (additional 360,000 PSUs vest), (iii) $6.00 (additional 405,000 PSUs vest), (iv) $7.00 (additional 472,500 PSUs vest), and (v) $8.00 (remaining 517,500 PSUs vest), in each case subject to Mr. Brust’s continued employment through such date. (4)Under the terms of the stock option award agreement, two-thirds of these stock options vest on June 8, 2026, and monthly thereafter over the next two years subject to Mr. Brust’s continued employment through each vesting date. (5)Under the terms of the restricted stock unit award agreement, one-third of these RSUs vest on June 30, 2026, and the remaining two-thirds will vest in equal monthly installments over the following twenty-four months, subject to Mr. Asarpota’s continued employment through such vesting dates. (6)Under the terms of the performance stock unit award agreement, a number of PSUs will vest in the event an Ending Stock Price equals or exceeds the following price hurdles (in each case, as adjusted for stock splits, stock dividends and other similar events): (i) $4.00 (165,000 PSUs vest), (ii) $5.00 (additional 120,000 PSUs vest), (iii) $6.00 (additional 135,000 PSUs vest), (iv) $7.00 (additional 157,500 PSUs vest), and (v) $8.00 (the remaining 172,500 PSUs vest), in each case subject to Mr. Asarpota’s continued employment through such date. (7)Under the terms of the stock option award agreement, two-thirds of these stock options vest on June 30, 2026, and monthly thereafter over the next two years subject to Mr. Asarpota’s continued employment through each vesting date. (8)Under the terms of the applicable restricted stock unit award agreement, these RSUs will vest in equal installments on March 15 of each of 2025, 2026 and 2027, subject to such executive’s continued employment through each vesting date. For Mr. Herde and Dr. Leddy, the RSUs that remained unvested as of the end of their applicable Advisory Period on January 31, 2026 and March 31, 2026, respectively, were forfeited in accordance with their terms. (9)Under the terms of the applicable restricted stock unit award agreement, these RSU vested on January 15, 2026. (10)Under the terms of the applicable stock option award agreement, these stock options will vest in equal installments on the 15th of every month from April 2023 through March 2027, subject to such executive’s continued employment through each vesting date. For Mr. Herde and Dr. Leddy, the stock options that remained unvested as of the end of their applicable Advisory Period on January 31, 2026 and March 31, 2026, respectively, were forfeited in accordance with their terms. (11)Under the terms of the applicable restricted stock unit award agreement, these RSUs will vest on March 15, 2026, subject to such executive’s continued employment through such vesting date. For Mr. Herde, the RSUs that remained unvested as of the end of his Advisory Period on January 31, 2026 were forfeited in accordance with their terms. (12)Under the terms of the applicable stock option award agreement, these stock options will vest in equal installments on the 15th of every month from March 2022 through February 2026, subject to such executive’s continued employment through each vesting date. For Mr. Herde, the stock options that remained unvested as of the end of his Advisory Period on January 31, 2026 were forfeited in accordance with their terms. (13)Under the terms of the applicable stock option award agreement, these stock options vest 25% on July 15, 2023, and monthly thereafter over the next three years subject to Dr. Leddy’s continued employment through each vesting date. The unvested stock options that remained unvested as of the end of Dr. Leddy’s Advisory Period on March 31, 2026 were forfeited in accordance with their terms.

  38. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth certain information with respect to the vesting of stock awards during the fiscal year ended December 31, 2025 with respect to our NEOs. No options held by NEOs were exercised, nor did any PSUs held by NEOs vest, during the fiscal year ended December 31, 2025.

  39. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Bernd Brust | — | — | | William E. Martin, III | 379,208 | 1,729,188 | | Raj Asarpota | — | — | | Kevin Herde | 155,808 | 661,090 | | Kurt Oreshack | 101,889 | 437,439 | | Christine Dolan | 119,060 | 504,612 | | Peter Leddy, PhD | 170,474 | 689,260 |

  40. 2025 Option Exercises and Stock Vested

    (1)The amounts in this column represent the number of RSU that vested in the fiscal year ended December 31, 2025. The actual number of shares issued was the number of shares vested reduced by the number of shares withheld to satisfy applicable tax withholdings. (2)The value realized equals the closing price of our Class A Common Stock on the vesting dates, multiplied by the number of RSUs that vested.

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of the NEOs are party to employment agreements that provide for severance benefits (as described below), in the event the NEO’s employment is terminated (i) by the Board without “cause” (a “Termination without Cause”) or, with respect to certain NEOs, by such NEOs for “good reason” (a “Termination for Good Reason”), prior to a Change in Control (as defined in the Omnibus Plan) or (ii) more than two years after a Change in Control. Additionally, the NEOs are entitled to enhanced severance benefits upon a termination without “cause” or a resignation for “good reason” that occurs upon or within two years immediately following a Change in Control (a “Change in Control Termination”). Such severance benefits, in each case, are subject to each NEO’s execution and non-revocation of a general release of claims. Upon a termination for any reason, the NEO will receive any payments or benefits that have been accrued through the date of termination or are required to be paid pursuant to applicable law. Pursuant to the Employment Agreement entered into as of June 8, 2025, between Mr. Brust, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Mr. Brust is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Mr. Brust’s severance benefits in the event of a Termination without Cause or a Termination for Good Reason that is not a Change in Control Termination consist of: any earned and unpaid annual bonus for the calendar year ending prior to the date of termination (“Earned Bonus Severance”); an amount equal to any annual bonus that Mr. Brust otherwise would have earned, had no such termination had occurred, for the fiscal year during which Mr. Brust's termination occurs, based on the actual achievement of the applicable performance goals for such fiscal year (but without giving effect to any individual performance goals applicable to Mr. Brust), prorated for the number of days Mr. Brust was employed during such fiscal year (the “Leadership Transition Pro Rata Bonus Severance”); a lump sum amount equal to the sum of Mr. Brust's annual base salary and target annual bonus for the year in which Mr. Brust' termination occurs (the "Lump Sum Severance Amount"). Additionally, Mr. Brust will receive a payment equivalent to the amount the COBRA premium would be for Mr. Brust’s health coverage prior to the termination (for Mr. Brust and Mr. Brust’s family to the extent applicable) (the “COBRA Severance”) for up to 12 months. In the event of a Change in Control Termination, Mr. Brust will receive: the Earned Bonus Severance; a pro-rated target annual bonus for the fiscal year during which Mr. Brust’s termination occurs (“Pro Rata Bonus Severance”); an amount equal to two times the Lump Sum Severance Amount; an amount equal to twenty-four multiplied by the excess of the monthly applicable premium for Mr. Brust’s (and Mr. Brust’s family to the extent applicable) health care coverage he had from the Company immediately prior to his termination (or, if greater, the monthly applicable premium for equivalent continuation coverage pursuant to COBRA) over the monthly dollar amount Mr. Brust would have paid for such health care coverage had Mr. Brust remained employed following the date of termination (“Leadership Transition Healthcare Severance”); and full accelerated vesting of any outstanding time-vesting equity-based awards (including full accelerated vesting of any PSUs that converted into time-vesting RSUs at the time of a Change in Control (as defined in the Omnibus Plan) in accordance with the terms of the applicable award agreement) ("Equity Vesting Severance"). Pursuant to the Employment Agreement entered into as of June 30, 2025, between Mr. Asarpota, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Mr. Asarpota is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Mr. Asarpota’s severance benefits in the event of a Termination without Cause or a Termination for Good Reason that is not a Change in Control Termination consist of: Earned Bonus Severance; Leadership Transition Pro Rata Bonus Severance; the Lump Sum Severance Amount, and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Mr. Asarpota will receive: the Earned Bonus Severance; Pro Rata Bonus Severance; an amount equal to two times the Lump Sum Severance Amount; Leadership Transition Healthcare Severance; and Equity Vesting Severance. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Mr. Oreshack, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Mr. Oreshack is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Mr. Oreshack’s severance benefits in the event of a Termination without Cause or a Termination for Good Reason that is not a Change in Control Termination consist of: Earned Bonus Severance; Pro Rata Bonus Severance; continued payment of base salary (“Base Salary Severance”) for a period of 12 months, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination. Additionally, Mr. Oreshack will receive COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Mr. Oreshack will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; an amount equal to two times the greatest of: (I) Mr. Oreshack’s target annual bonus for the fiscal year in which the Change in Control Termination occurs; (II) the calculation of an annual bonus based on (a) Mr. Oreshack’s annual base salary and annual bonus target in place at the time of the Change in Control and (b) the average of the Company Performance Factor achievement percentage applied to calculate annual bonuses under the Company’s annual bonus program with respect to the two fiscal years prior to the fiscal year in which the Change in Control Termination occurs; and (III) the annualized amount accrued by the Company in its financial statements as of the date of the Change in Control Termination with respect to Mr. Oreshack’s annual bonus for the fiscal year in which the Change in Control Termination occurs, in each case payable during the twenty-four month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination (“CIC Termination Bonus Severance”); 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months.

  42. Potential Payments Upon Termination or Change in Control

    Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Ms. Dolan, Maravai LifeSciences Holdings, Inc. and Cygnus Technologies, LLC, Ms. Dolan is entitled to certain severance benefits upon a Termination without Cause or a Change in Control Termination. Ms. Dolan’s severance benefits in the event of a Termination without Cause that is not a Change in Control Termination consist of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months of Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Ms. Dolan will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; the CIC Termination Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Mr. Martin, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, as a result of Mr. Martin’s termination of employment on June 8, 2025, he received severance benefits pursuant to such employment agreement consisting of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months continued Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Mr. Herde, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, as a result of Mr. Herde’s termination of employment on June 30, 2025, he received severance benefits pursuant to such employment agreement consisting of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months continued Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Dr. Leddy, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, as a result of Dr. Leddy's termination of employment on October 2, 2025, he received severance benefits pursuant to such employment agreement consisting of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months continued Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. No NEO shall be entitled to receive the severance benefits described above unless such NEO has timely executed and delivered within 30 calendar days of such NEO’s separation, or, in the event that the NEO’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 60 days following the date of such NEO’s separation, a general release and separation agreement (a “Release Agreement”) (and such Release Agreement shall become in full force and effect and not have been timely revoked as may be permitted by its terms), and such NEO shall be entitled to receive such severance benefits only so long as such NEO has not breached any of the provisions of such Release Agreement or the Non-Competition and Non-Solicitation Covenants (as defined below). The employment agreements also subject the NEOs to certain restrictive covenants, including perpetual confidentiality, assignment of inventions, non-competition and non-solicitation covenants (the “Non-Competition and Non-Solicitation Covenants”). The Non-Competition and Non-Solicitation Covenants apply during each of the NEO’s employment and, with respect to the non-solicitation covenants only, for one year following the NEO’s termination of employment. Pursuant to the applicable award agreements, unvested stock options and RSUs will become 100% vested and exercisable (if applicable) if such NEO’s employment is terminated by us without “cause” or by the NEO voluntarily for “good reason” (a "Qualifying Termination") within two years following a “change in control,” each as defined in the NEO’s employment agreement. Additionally, with respect to the Brust Options, the Brust RSUs, the Asarpota Options and the Asarpota RSUs, (i) in the event of a Partial Sale (as defined in their respective employment agreements) of the Company, 50% of any such unvested RSUs and options at the time of such Partial Sale will automatically vest in full, subject to Mr. Brust's or Mr. Asarpota's, as applicable, continued employment through the date of such Partial Sale, (ii) if such awards are not assumed or continued, or an equivalent award is not substituted, in connection with a change in control, any unvested RSUs and options shall automatically vest upon such change in control, and (iii) in the event of a Qualifying Termination for Mr. Brust or Mr. Asarpota that does not occur within two years following a change in control (as defined in the Omnibus Plan), a pro-rata portion of such RSUs and options will vest based on the number of days of the vesting period that had elapsed from the grant date to the date of such Qualifying Termination.

  43. Potential Payments Upon Termination or Change in Control

    Furthermore, with respect to Messrs. Brust’s and Asarpota's PSUs, in the event (i) of a Qualifying Termination of either NEO prior to the third anniversary of the grant date of such PSUs, a pro-rata portion of the PSUs held by such NEO, based on the number of days of the vesting period that had elapsed from the grant date to the date of such Qualifying Termination, will remain outstanding an eligible to vest (if at all) based on achievement of an Ending Stock Price as if no such termination had occurred; (ii) in the event a change in control (as defined in the Omnibus Plan) occurs prior to third anniversary of the grant date, then a number of the PSUs based on the Change in Control Price (as defined in the Omnibus Plan) will automatically convert into time-based restricted stock units that would vest immediately upon a termination of Mr. Brust’s or Mr. Asarpota's employment, as applicable, by the Company without “cause” or by Mr. Brust or Mr. Asarpota, as applicable, for “good reason” (each, as defined in Mr. Brust’s and Mr. Asarpota's respective employment agreements) occurring within two years of such change in control; (iii) such PSUs are not assumed or continued, or an equivalent award is not substituted, in connection with a change in control (as defined in the Omnibus Plan), then a number of the outstanding PSUs based on the Change in Control Price (as defined in the Omnibus Plan) will vest upon the consummation of such change in control; and (iv) a Qualifying Termination occurs following the consummation of a Partial Sale (as defined in their respective employment agreements), but prior to the third anniversary of the grant date of such PSUs, a number of PSUs equal to the greater of (x) 50% of the PSUs granted thereunder and (y) the number of PSUs that are retained pursuant to subclause (i) of this sentence shall remain outstanding and eligible to vest (if at all) on the earlier to occur of the Certification Date (as defined in their respective employment agreements) and a change in control. The following table sets forth quantitative estimates of the benefits that would have accrued to each of Messrs. Brust, Asarpota and Oreshack, and Ms. Dolan, if such NEO’s employment had been terminated without cause on December 31, 2025. Amounts below reflect potential payments pursuant to the employment agreements for such NEOs.

  44. Potential Payments Upon Termination or Change in Control

    | | Qualifying Termination (Non-Change in Control) | | Qualifying Termination (Change in Control) | | | | Name of Executive Officer | Cash Severance Benefits ($) (1) | Continued Health Benefits ($) | Cash Severance Benefits ($) (2) | Continued Health Benefits ($) | Value of Accelerated Equity Awards ($) (3) | | Bernd Brust | 1,600,685 | 34,038 | 2,776,027 | 50,033 | 7,360,000 | | Raj Asarpota | 940,274 | 20,820 | 1,685,411 | 33,487 | 1,905,000 | | Kurt Oreshack | 710,490 | 34,038 | 1,657,810 | 51,058 | 1,274,257 | | Christine Dolan | 799,146 | 34,038 | 1,927,353 | 51,058 | 1,169,815 |

  45. Potential Payments Upon Termination or Change in Control

    (1)Represents the potential payments upon a Termination without Cause or a Termination for Good Reason, as applicable, on December 31, 2025. (2)Represents the potential payments upon a Change in Control Termination in connection with or within the two-year period following a Change in Control. (3)Represents the value of accelerated vesting of RSUs and, for Messrs. Brust and Asarpota, accelerated vesting of stock options, that would have vested upon a Qualifying Termination in connection with or within the two-year period following a Change in Control. The exercise price of all stock options held by Mr. Oreshack and Ms. Dolan exceeded the market price of our Class A common stock on December 31, 2025, and therefore such stock options would have no value if accelerated on such date. Furthermore, the Ending Stock Price on December 31, 2025 was below the threshold amount for any PSUs held by Messrs. Brust or Asarpota, and therefore such PSUs would be forfeited and cancelled for no consideration.

  46. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee directors are eligible to receive the annual cash retainers listed below for their service on the Board and committees of the Board. Non-employee directors who are employees of GTCR or its affiliates have agreed or are otherwise obligated to transfer all or a portion of the cash compensation they receive for their service as directors to GTCR or its affiliates. The retainers are paid in arrears in four equal quarterly installments and prorated for any partial year of service on the Board, and at the election of the non-employee director may be payable in fully vested shares of our Class A common stock.

  47. Non-Employee Director Compensation Policy

    | Position | Retainer ($) | | Board Member | 60,000 | | Audit Committee: | | | Chair | 25,000 | | Committee Member | 12,500 | | Compensation and Leadership Development Committee: | | | Chair | 20,000 | | Committee Member | 10,000 | | Nominating, Governance and Risk Committee: | | | Chair | 15,000 | | Committee Member | 7,500 |

  48. Non-Employee Director Compensation Policy

    Pursuant to our Non-Employee Director Compensation Policy, in 2025, each of our non-employee directors other than Mr. Eckert received a grant of RSUs (each, an “Annual Grant”) pursuant to the Omnibus Plan with a fair market value on the date of grant equal to approximately $200,000 (based on the twenty trading-day volume-weighted average price of the Company’s Class A Common Stock as of the grant date (the “20-Day VWAP”)). The Annual Grants vest in full upon the earlier to occur of (i) the first anniversary of the date of grant and (ii) the date of the next Annual Meeting of Shareholders of the Company following the date of grant, subject to the respective non-employee director’s continued service on the Board through such date. In the event a new non-employee director is elected or appointed to the Board, such non-employee director will receive an RSU grant pursuant to the Omnibus Plan with a fair market value on the date of grant equal to approximately $400,000 for the director’s first year of service on the Board. The RSUs granted upon a director’s election or appointment vest in three equal installments on the first three anniversaries of the date of grant, subject to such non-employee director’s continued service on the Board through each such anniversary date. In connection with his service as Chairman of the Board, Mr. Eckert receives an annual cash retainer of $175,000, which retainer is payable in arrears in four equal quarterly installments. Furthermore, subject to his service as Chairman of the Board on the respective grant dates, Mr. Eckert (i) received a grant of a RSUs pursuant to the Omnibus Plan on June 16, 2025, with a grant date fair value of $500,000 (based on the closing price of the Company’s Class A common stock on the date of grant), of which one-half of the RSUs were fully vested upon the date of grant and the remaining RSUs shall vest on the one-year anniversary of the date of grant, and (ii) beginning in 2026 and beyond, will receive a grant of RSUs pursuant to the Omnibus Plan with a fair market value on the date of grant equal to approximately $200,000 (based on the 20-Day VWAP), pursuant to the Non-Employee Director Compensation Policy, with the same vesting terms as the Annual Grants, in each case subject to Mr. Eckert’s continued service on the Board through such date. All non-employee directors are also reimbursed for their reasonable expenses to attend meetings of the Board and related committees and otherwise attend to our business. The following table presents the total compensation for each person who served as a non-employee member of the Board during 2025. Other than as set forth in the table and described more fully below, we did not pay any cash or other compensation, or grant any equity or non-equity awards to, any of the other non-employee members of the Board in 2025. Neither (i) Mr. Martin, our former Chief Executive Officer, received, nor (ii) Mr. Brust, our current Chief Executive Officer, received any additional compensation for service as a director and, consequently, is not included in this table. The compensation received by each of Messrs. Brust and Martin, for their service as an employee of the Company is presented in “—Summary Compensation Table.”

  49. 2025 Director Compensation

    2025 Director Compensation

  50. 2025 Director Compensation

    | Name | Fees earned or paid in cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Sean Cunningham (3) | 67,500 | 192,540 | 260,040 | | Benjamin Daverman (4) | 60,000 | 192,540 | 252,540 | | John De Ford, PhD (5) | 92,500 | 192,540 | 285,040 | | R. Andrew Eckert (6) | 175,000 | 499,999 | 674,999 | | Susannah Gray (3) | 95,000 | 192,540 | 287,540 | | Jessica Hopfield, PhD (4) | 87,500 | 192,540 | 280,040 | | Gregory T. Lucier (3) | 60,000 | 192,540 | 252,540 | | Luke Marker (3) | 60,000 | 192,540 | 252,540 | | Constantine Mihas (3) | 70,000 | 192,540 | 262,540 | | Murali Prahalad, PhD (4) | 67,500 | 192,540 | 260,040 |

  51. 2025 Director Compensation

    _______________ (1)The amounts in this column represent the fees attributable to Board and committee service for the fiscal year ended on December 31, 2025. As described above, Messrs. Cunningham, Daverman, Marker and Mihas transferred their fees to an affiliate of GTCR. (2)The amounts in this column reflect the grant date fair value of RSUs granted on June 16, 2025 (i) to all then-serving non-employee directors other than Mr. Eckert (the “Annual Awards”) and (ii) to Mr. Eckert in connection with his appointment as Chairman of the Board (the “Eckert Award”), each as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The Annual Awards will vest on the earlier to occur of (x) the one-year anniversary of the grant date and (y) the date of our next Annual Meeting of Shareholders following the date of grant, subject to the respective director’s continuous service on the Board through such date. With respect to the Eckert Award, one-half of the RSUs were fully vested upon the date of grant, and the remaining RSUs will vest on June 16, 2026, subject to Mr. Eckert’s continuous service on the Board through the date. (3)As of December 31, 2025, each of Messrs. Cunningham, Lucier, Marker and Mihas and Ms. Gray held 89,139 unvested RSUs with respect to our Class A common stock, which will vest on the date of the Annual Meeting, subject to each such director’s continued service through such date. (4)Each of Mr. Daverman, and Drs. Hopfield and Prahalad resigned as directors on October 21, 2025. In connection with their resignations, the Board approved the accelerated vesting of all 89,139 unvested RSUs held by each such director with respect to our Class A common stock. In addition, the Board waived the proration of each such director's cash retainers for Board and Committee service, as applicable, for the quarter in which they resigned. (5)As of December 31, 2025, Dr. DeFord held (i) 10,634 unvested RSUs with respect to our Class A common stock, which will vest on July 20, 2026 and (ii) 89,139 unvested RSUs with respect to our Class A common stock, which will vest on the date of the Annual Meeting, subject to Dr. DeFord’s continued service through each such vesting date. (6)As of December 31, 2025, Mr. Eckert held (i) 44,803 unvested RSUs with respect to our Class A common stock, which will vest May 22, 2026 and (ii) 115,740 unvested RSUs with respect to our Class A common stock, which will vest on June 16, 2026, subject to Mr. Eckert’s continued service through each such vesting date.

  52. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of our CEO, to the annual total compensation of the median employee of the Company. For the year ended December 31, 2025, the total compensation for our CEO, Mr. Brust, was $10,129,708 as reported in the “Total” column of the Summary Compensation Table ("SCT") on page 34. Since Mr. Brust was appointed CEO effective June 8, 2025, we annualized his Salary, Non-Equity Incentive Plan Compensation, Personal Use of Company Aircraft and Other compensation, as disclosed in the Summary Compensation Table, and added the disclosed values of his Stock Awards, Option Awards and other components of All Other Compensation to arrive at a value of $10,910,428, used for the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. We annualized Mr. Brust's total compensation as follows:

  53. CHIEF EXECUTIVE OFFICER PAY RATIO

    | SCT Components | Actual Values from SCT ($) | For CEO Pay Ratio: Annualized Values + One-Time Values | Rationale | | Salary | 388,863 | 750,000 | Annualized Salary | | Stock Awards | 7,660,000 | 7,660,000 | Not Annualized: One-time award of (i) 2,250,000 PSUs and (ii) 2,000,000 RSUs | | Option Awards | 1,460,000 | 1,460,000 | Not Annualized: One-time award of 1,000,000 Stock Options | | Non-Equity Incentive Plan Compensation | 425,343 | 750,000 | Annualized for target AIP equal to 100% of salary | | All Other Compensation | 195,502 | 290,428 | Annualized Personal Use of Company Aircraft and Other compensation | | Total CEO Pay | 10,129,708 | 10,910,428 | |

  54. CHIEF EXECUTIVE OFFICER PAY RATIO

    As a result of the foregoing annualization adjustments, for the fiscal year ended December 31, 2025: •The annual total compensation of the median employee was $117,383; •The annual total compensation of our CEO was $10,910,428; and •The estimated ratio of the annual total compensation of our CEO, on an annualized basis, to the annual total compensation of the median employee was 93 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  55. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive Compensation Actually Paid (“CAP”) to our NEOs and the Company’s financial performance. The Company does not use CAP as a basis for making compensation decisions, nor does it use the performance measures defined by the SEC for the Pay versus Performance table to measure performance for incentive plan purposes. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis,” above.

  56. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Summary Compensation Table Total for Former PEO (1) | Compensation Actually Paid to PEO (1)(2) | Compensation Actually Paid to Former PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income / (Loss) (in millions) (5) | Revenue (in millions) (6) | | | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | | | | 2025 | $10,129,708 | $3,845,263 | $14,011,708(7) | $(1,966,399) | $2,002,502 | $1,979,816(7) | $10.89 | $130.77 | $(130.8) | $185.7 | | 2024 | $6,380,399 | N/A | $5,831,984 | N/A | $2,430,263 | $2,150,970 | $18.26 | $98.77 | $(144.8) | $259.2 | | 2023 | $2,301,864 | $5,217,013 | $(3,808,139) | $1,641,544 | $2,719,167 | $956,097 | $21.94 | $100.15 | $(138.4) | $288.9 | | 2022 | $5,480,801 | $14,523,493 | $3,044,254 | $10,261,539 | $2,210,185 | $1,016,657 | $47.94 | $96.54 | $490.7 | $883.0 | | 2021 | $1,780,769 | N/A | $2,320,597 | N/A | $1,233,692 | $966,436 | $140.37 | $108.36 | $469.3 | $799.2 |

  57. PAY VERSUS PERFORMANCE

    (1)Mr. Hull was the Company’s Principal Executive Officer (“PEO”) for 2021 and 2022, and the Company’s former Principal Executive Officer (“Former PEO”) for 2023. Mr. Martin was the PEO for 2023 and 2024 and the Former PEO for 2022 and 2025. Mr. Brust is the PEO for 2025. (2)SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported herein. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable NEO without restriction during the applicable year but rather are a valuation calculated under applicable SEC rules. For purposes of the CAP calculation, there was no actuarial change in pension value or pension related adjustments to report and the fair value or change in fair value, as applicable, of the equity award adjustments included in the calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. (3)The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for 2025, Messrs. Asarpota, Oreshack and Herde, Ms. Dolan, and Dr. Leddy; (ii) for 2024, Messrs. Burch and Herde, Ms. Buzzeo, and Dr. Leddy; (iii) for 2023, Messrs. Burch and Herde, Ms. Dolan, and Dr. Leddy; (iv) for 2022, Ms. Dolan, Mr. Herde, Dr. Leddy and Brian Neel; and (v) for 2021, Ms. Dolan, Messrs. Herde, Neel and Oreshack, and Lisa Sellers. (4)The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The Peer Group TSR represents TSR of the Nasdaq Biotechnology Index, which is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K. (5)Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. (6)We have selected revenue as reflected in the Company’s audited GAAP financial statements for each applicable fiscal year (“Revenue”) as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for 2025. (7)For 2025, the ‘compensation actually paid’ to the PEO and Former PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for 2025, computed in accordance with Item 402(v) of Regulation S-K:

  58. PAY VERSUS PERFORMANCE

    | | PEO | Former PEO | Average Non-PEO NEOs | | Total Compensation Reported in 2025 Summary Compensation Table | $10,129,708 | $3,845,263 | $2,002,502 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2025 Summary Compensation Table | ($9,120,000) | $(2,603,552) | $(1,234,126) | | Plus, Year-End Fair Value of Awards Granted in 2025 that are Outstanding and Unvested | $13,002,000 | $— | $1,627,952 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | $— | $— | $(252,602) | | Plus, Vesting Date Fair Value of Awards Granted in 2025 that Vested in 2025 | $— | $— | $— | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2025 (From Prior Year-End to Vesting Date) | $— | $(363,255) | $(163,910) | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2025 | $— | $(2,844,854) | $— | | Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2025 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2025) | $— | $— | $— | | Total Adjustments | $3,882,000 | $(5,811,662) | $(22,686) | | Compensation Actually Paid for 2025 | $14,011,708 | $(1,966,399) | $1,979,816 |

  59. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure As described in more detail in the section entitled “Compensation Discussion and Analysis—Compensation Philosophy and Objectives,” the Company’s executive compensation program reflects the Board’s commitment to strong corporate governance and achievement of rewards based upon the creation of sustainable Company value. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above. The following graphs illustrate the relationship between the pay and performance figures that are included in the Pay versus Performance table. The final graph below further illustrates the relationship between Company TSR and that of the Nasdaq Biotechnology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Revenue Company TSR and Peer Group TSR

  60. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The following table lists the performance measures used by us to link ‘compensation actually paid’ to our NEOs to company performance for 2025. The performance measures included in this table are not ranked by relative importance.

  61. Pay versus Performance Tabular List

    | Most Important Performance Measures | | Revenue | | Adjusted EBITDA |

  62. Pay versus Performance Tabular List

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