MARAVAI LIFESCIENCES HOLDINGS, INC.MRVI
MARAVAI LIFESCIENCES HOLDINGS, INC. Fair Value Disclosure
Fair Value Measurements
The following table summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy as of the periods presented (in thousands):
| Fair Value Measurements as of December 31, 2025 | |||||||||||||||||||||||||||||
| Line Item in the Consolidated Balance Sheets | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
Money market funds | Cash and cash equivalents | $ | 216,384 | $ | — | $ | — | $ | 216,384 | ||||||||||||||||||||
| Fair Value Measurements as of December 31, 2024 | |||||||||||||||||||||||||||||
| Line Item in the Consolidated Balance Sheets | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
Money market funds | Cash and cash equivalents | $ | 321,985 | $ | — | $ | — | $ | 321,985 | ||||||||||||||||||||
| Interest rate cap | — | 1,375 | — | 1,375 | |||||||||||||||||||||||||
| Total assets | $ | 321,985 | $ | 1,375 | $ | — | $ | 323,360 | |||||||||||||||||||||
Contingent Consideration
Alphazyme
The preliminary fair value of the Alphazyme Performance Payments contingent consideration liability recognized upon the completion of the acquisition, as part of the purchase accounting opening balance sheet, was $5.3 million (see Note 2). This was determined using a Monte-Carlo simulation-based model discounted to present value. Assumptions used to determine the fair value were expected revenue, a discount rate of 17.8% and various probability factors. The contingent consideration consisted of three Performance Payments for each of the performance periods, with the first, second, and third payments (to the extent earned) due in 2024, 2025, and 2026, respectively. For each performance period, it was determined that the defined revenue targets were not achieved. Consequently, no payments for contingent consideration were made to the sellers of Alphazyme.
This contingent consideration liability, which had no fair value as of December 31, 2025, is considered to be a Level 3 financial liability that is remeasured each reporting period. Changes in fair value of contingent consideration are recognized as a gain or loss and recorded within change in estimated fair value of contingent consideration in the consolidated statements of operations. During the year ended December 31, 2024, the Company recorded a decrease of $2.0 million in the estimated fair value of contingent consideration. This was due to a change in estimates associated with the expected achievement of the Alphazyme revenue thresholds that would require the Company to make a contingent consideration payment under the Alphazyme SPA.
Officinae
The Officinae SPA provided for the payment of the Milestone Consideration based upon the achievement of a certain integration milestone (see Note 2). This contingent consideration liability was considered to be a Level 3 financial liability that was remeasured each reporting period. Changes in fair value of contingent consideration were recognized as a gain or loss and recorded within change in estimated fair value of contingent consideration in the consolidated statements of operations. During the year ended December 31, 2025, the Company recorded an increase of $0.2 million in the estimated fair value of contingent consideration due to changes in its present value. Payments not made soon after the acquisition date to settle a contingent consideration liability are classified as cash flows used in financing activities up to the amount of the contingent consideration liability recognized at the acquisition date. During the third quarter of 2025, the Company determined the conditions for payment were satisfied and paid the Milestone Consideration amount of $5.0 million to the sellers of Officinae.
The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the period presented (in thousands):
| Contingent Consideration | |||||
| Balance as of December 31, 2024 | $ | — | |||
Contingent consideration related to the acquisition of Officinae (see Note 2) | 4,800 | ||||
Change in estimated fair value of contingent consideration | 200 | ||||
Payment of contingent consideration | (5,000) | ||||
| Balance as of December 31, 2025 | $ | — | |||
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.