MARAVAI LIFESCIENCES HOLDINGS, INC.MRVI
MARAVAI LIFESCIENCES HOLDINGS, INC. Stock Compensation Disclosure
Stock-Based Compensation
In November 2020, the Company’s board of directors adopted the 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each of the first 10 calendar years during the term of the 2020 Plan, by the lesser of (i) 4% of the total number of shares of Class A common stock outstanding on each December 31 immediately prior to the date of increase or (ii) such number of shares of Class A common stock determined by our board of directors or compensation committee. Shares of Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the 2020 Plan.
All awards granted under the 2020 Plan are intended to be treated as (i) stock options, including incentive stock options (“ISOs”), (ii) stock appreciation rights (“SARs”), (iii) restricted share awards (“RSAs”), (iv) restricted stock units (“RSUs”), (v) performance awards, (vi) dividend equivalents, or (vii) other stock or cash awards as may be determined by the plan’s administrator from time to time. The term of each option award shall be no more than 10 years from the date of grant. The exercise price of a stock option shall not be less than 100% (or, in the case of an ISO granted to a ten percent stockholder, 110%) of the fair market value of the shares on the date of grant. As of December 31, 2025, only stock options, RSUs and performance-based RSUs (“PSUs”) have been issued.
In November 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”) to assist employees in acquiring a stock ownership interest in the Company and to encourage them to remain in the employment of the Company. The ESPP permits eligible employees to purchase shares of Class A common stock at a discount through payroll deductions during specified six-month purchase periods. The price of shares purchased under the ESPP is equal to the lower of the grant date price less a 15% discount or a 15% discount to the market closing price on the date of purchase.
Compensation expense recognized for the ESPP was insignificant for all periods presented.
The Company began issuing PSUs during 2022 and continues to issue PSUs to certain executive employees under the 2020 Plan. Certain PSUs vest only if the executive employee satisfies a service-based vesting condition and market condition. The executive employee generally must remain employed through the third anniversary of the grant date. The award is eligible to vest based on the volume-weighted average price of the Company’s common stock over a defined performance period, with vesting determined based on specified stock price targets and subject to change-in-control provisions set forth in the award agreements.
Compensation expense recognized for these PSUs was immaterial for all periods presented.
Stock Options
The following table summarizes information related to stock options:
| Number of Stock Options (in thousands) | Weighted Average Exercise Price per Stock Option | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding as of December 31, 2024 | 3,716 | $ | 20.18 | 7.2 | $ | — | |||||||||||||||||
| Granted | 1,823 | 2.45 | |||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Cancelled | (1,010) | 20.79 | |||||||||||||||||||||
| Outstanding as of December 31, 2025 | 4,529 | $ | 12.91 | 7.3 | $ | 1,460 | |||||||||||||||||
| Exercisable as of December 31, 2025 | 2,265 | $ | 20.71 | 5.6 | $ | 27 | |||||||||||||||||
The Company uses the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The assumptions and estimates are as follows:
•Expected term - The expected term represents the period that stock-based awards are expected to be outstanding and is determined using the simplified method. Our historical share option exercise information is limited due to a lack of sufficient data points and does not provide a reasonable basis upon which to estimate an expected term.
•Expected volatility - The expected volatility was derived from the historical stock volatilities of peer public companies within our industry that are considered to be comparable to our business over a period equivalent to the expected term of the stock-based awards, since our stock trading history is limited.
•Risk-free interest rate - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock-based awards’ expected term.
•Expected dividend yield - The expected dividend yield is zero as we have no plans to make dividend payments.
A summary of the assumptions used to estimate the fair value of stock option grants for the years presented is as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | 63.7 | % | N/A | 48.0 | % | ||||||||||||
| Risk-free interest rate | 4.0 | % | N/A | 3.6 | % | ||||||||||||
| Expected term (in years) | 5.9 | N/A | 6.5 | ||||||||||||||
| Expected dividend yield | — | % | N/A | — | % | ||||||||||||
Stock-based compensation expense related to stock options was $5.1 million, $10.0 million and $11.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. The total fair value of stock options vested was $5.0 million, $10.6 million and $11.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, the total unrecognized stock-based compensation related to stock options was $4.5 million, which is expected be recognized over a weighted-average period of approximately 2.1 years.
Restricted Stock Units
The Company has granted restricted stock unit awards to employees, non-employee directors and contractors. The following table summarizes information related to RSUs:
| Restricted Stock Units (in thousands) | Weighted Average Fair Value per RSU at Grant Date | ||||||||||
| Balance as of December 31, 2024 | 7,946 | $ | 8.57 | ||||||||
| Granted | 12,445 | 2.49 | |||||||||
| Vested | (4,268) | 8.29 | |||||||||
| Forfeited | (4,514) | 4.85 | |||||||||
| Balance as of December 31, 2025 | 11,609 | $ | 3.51 | ||||||||
Stock-based compensation expense related to RSUs was $24.9 million, $36.8 million and $20.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. The total fair value of RSUs vested was $16.6 million, $12.1 million and $5.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, the total unrecognized stock-based compensation related to RSUs was $19.1 million, which is expected be recognized over a weighted-average period of approximately 1.8 years.
The following table summarizes the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of sales | $ | 6,760 | $ | 9,649 | $ | 7,324 | |||||||||||
| Selling, general and administrative | 22,087 | 36,023 | 24,650 | ||||||||||||||
| Research and development | 3,864 | 4,968 | 2,715 | ||||||||||||||
Restructuring | (2,537) | (1,225) | (101) | ||||||||||||||
Total stock-based compensation | $ | 30,174 | $ | 49,415 | $ | 34,588 | |||||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.