📜 What This Document Is

This document is Cryoport, Inc.’s 2026 Proxy Statement (Form DEF 14A). 👉 Think of a proxy statement as a comprehensive 'Owner's Handbook' for the Annual Meeting of Stockholders. It explains exactly what matters are up for vote, who the directors are, and how the company has performed over the past year. Since it's for the Annual Meeting, it contains vital information for stockholders to vote on corporate policies and leadership.

• What it covers: It includes the annual report for the year ended December 31, 2025, plus the proposals for the 2026 Annual Meeting.
• The Meeting: The Annual Meeting of Stockholders will be held virtually on Friday, June 5, 2026, at 10:00 a.m. CDT.
• Action Item: Stockholders are strongly urged to vote their shares promptly via mail, phone, or the Internet, even if they do not plan to virtually attend.

🏢 What The Company Does

Cryoport, Inc. is a leading global provider of integrated, temperature-controlled supply chain solutions for the life sciences sector. 👉 In simple terms, they are a critical logistical partner that ensures highly delicate, temperature-sensitive biological materials (like therapies and cell samples) get from Point A to Point B while remaining safe and viable.

• Focus Area: Their core market is the life sciences, specifically biopharmaceutical companies, contract manufacturers (CDMOs), and research organizations.
• The Scope: They offer an "end-to-end" platform, which includes everything from advanced temperature-controlled packaging and storage to complex logistics management.
• Key Services: Their integrated platform utilizes tools like the Cryoportal® Logistics Management Platform and Smart Pak® Condition Monitoring to deliver specialized biologistics, biostorage, and cryopreservation services.
• Mission: Their stated mission is to "support life and health by providing reliable and comprehensive temperature-controlled supply chain solutions for the life sciences."

📊 📈 2025 Financial and Operational Performance

The Chair Letter provides a high-level summary of Cryoport’s strong performance in 2025. 👉 The key message is that the company is successfully expanding its global footprint and service offerings, driven heavily by the booming market of Cell & Gene Therapy (CGT).

• Total Revenue: The company delivered full-year revenue of $176.2 million in 2025, achieving 12% year-over-year growth. This exceeded their original guidance, signaling strong market momentum.
• Life Sciences Services: This business segment was crucial, generating $96.5 million, representing approximately 55% of total revenue (up from 52% in 2024).
  • Insight: The increasing percentage and revenue from Life Sciences Services show that clients are relying more on Cryoport for comprehensive, integrated support, not just physical shipping.
• CGT Acceleration: Growth was strongly fueled by the Cell & Gene Therapy (CGT) market.
  • Commercial CGT revenue increased 29% year-over-year to a record $33.4 million.
  • Clinical trial revenue grew 14% to $47.1 million.
  • Insight: By supporting 760 clinical trials and 20 commercial therapies globally (representing about 70% of all CGT-industry clinical trials), Cryoport has cemented its leading position in this high-growth sector.
• MVE Biological Solutions (MVE): The Life Sciences Products segment grew by 7% in 2025, ending at $79.7 million, with MVE making up the majority of this revenue.

🚀 Strategic Investments and Partnerships

The company announced several major growth initiatives, focusing on technology and global physical expansion. 👉 These investments signal a commitment to becoming a digital-first, global logistics powerhouse to capture more market share.

• Technology Group: Cryoport established the Enterprise Technology Group (ETG). ETG is designed to embed advanced digital capabilities (including Generative AI) across all operations.
  • Goal: ETG’s mission is to move Cryoport beyond being a series of discrete services to becoming an integrated solution that connects data, operations, and decision-making across every customer touchpoint.
• Global Expansion: The company is actively building out its physical infrastructure:
  • It launched its Global Supply Chain Center in Paris, France, in November 2025.
  • It is continuing to build out its Global Supply Chain Center in Santa Ana, California, consolidating three existing facilities.
  • It expanded its BioServices operation near Liege, Belgium.
• Key Collaborations: Cryoport formed a strategic partnership with the DHL Group (which included DHL’s acquisition of CRYOPDP). This aims to boost its positioning in the Asia-Pacific (APAC) and Europe, Middle East, and Africa (EMEA) regions. It also entered collaborations with Cardinal Health and Parexel.

🧪 Operational Achievements and Milestones

Cryoport reported numerous operational and quality achievements for 2025. 👉 These milestones solidify the company's brand leadership and operational capability in a highly regulated industry.

• Industry Leadership: The company achieved global recognition, winning multiple awards for innovation, including the:
  • Best Cell & Gene Therapy Supplier at the Asia-Pacific Cell & Gene Therapy Excellence Awards (APCGTEA) 2025.
  • Supply Chain Excellence Award at the 2025 CPHI Pharma Awards.
• Operational Standards: Cryoport achieved two major certifications:
  • It became the first global organization certified to ISO 21973:2020 (Biotechnology - transportation of cells for therapeutic use certification).
  • All its global locations were certified to the ISO 9001:2015 standard.
• New Product Launches: They launched the Cryoport Express Cryogenic HV3 Shipping System to improve payload protection and efficiency.
• Medical Partnerships: They developed a strategic collaboration with Moffitt Cancer Center in Tampa, Florida, and were awarded exclusive BioStorage services rights there.

🗳️ Corporate Governance Proposals

The Annual Meeting requires stockholders to vote on four specific, mandatory proposals, which dictate how the company is governed and managed.

• Proposals for Vote:

  1. Election of Directors: To elect six new directors.
  2. Ratification of Auditor: To ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
  3. Say-on-Pay: To approve, on an advisory basis, the compensation of the named executive officers. (The board recommends voting for this proposal).
  4. Omnibus Plan Amendment: To approve an amendment (the "Fourth Amendment") to the 2018 Omnibus Equity Incentive Plan.

• Why the Plan Amendment Matters: The Board needs this vote because the current plan is expected to run out of available shares by December 31, 2026. The amendment, if approved, would increase the total shares reserved and available for grant by an additional 4,275,000 shares, extending the plan's life and allowing the company to maintain a competitive compensation program.

🤝 Board Expertise and Board Diversity

The proxy statement provides extensive details on the qualified individuals serving on the Board and within its key committees. 👉 This ensures investors know the diverse skill set guiding the company's strategic direction.

• Board Members: The six nominees include:
  • Linda Baddour: Chair of the Nomination and Governance Committee, with over 20 years of experience in healthcare and life sciences.
  • Daniel M. Hancock: Brought deep experience from General Motors (GM), having served in global powertrain engineering and general management functions.
  • Robert Hariri, M.D., Ph.D.: A visionary surgeon and scientist, serving as Founder, Chair and CEO of Celularity, Inc. He brings extensive knowledge of biomedical and pharmaceutical industries.
  • Ram M. Jagannath: Global Head of Healthcare at Blackstone, bringing high-level experience in mergers and acquisitions and investment across the healthcare sector.
• Committee Structures: The Board has specialized committees, ensuring detailed oversight:
  • Audit Committee (Chair: Ms. Baddour): Responsible for reviewing financial statements and the independent auditors.
  • Compensation Committee (Chair: Dr. Mandalam): Oversees executive compensation programs.
  • Nomination & Governance Committee (Chair: Ms. Baddour): Handles director selection and corporate governance principles.
  • Science & Technology Committee (Chair: Dr. Hariri): Focuses on the company's strategic direction related to products and R&D.
• Diversity Focus: The Board diversity matrix notes the total number of directors and provides counts for various demographic groups, underscoring the committee's focus on creating a diverse Board.

🏛️ Share Ownership Structure

Understanding who owns the stock is critical to understanding governance and potential control. 👉 The filing provides detailed information on major shareholders, including large institutional investors.

• Major Institutional Owners: Several large funds hold significant stakes, demonstrating strong institutional interest:
  • The Blackstone Group Inc. affiliates: Own 12.2% of the common stock.
  • Morgan Stanley affiliates: Own 8.3% of the common stock.
  • Cadian Capital Management, LP affiliates: Own 9.8% of the common stock.
• Insider Holdings: The executives and directors hold combined ownership of 9.5% of the common stock, demonstrating significant alignment between management and shareholder interests.
• Share Classes: The company has both common stock and Series C Convertible Preferred Stock outstanding. Note that the Series C Preferred Stock has a fixed conversion ratio, where 200,000 shares are convertible into 6,451,022 shares of common stock.

📊 💼 Compensation and Accounting Details

This section covers the specific financial mechanics of oversight.

• Independent Auditor Fees: Deloitte & Touche LLP was paid a total of $1.798 million for the years ended December 31, 2025. This included $1.77 million in Audit Fees and $27,000 in Tax Fees.
  • Why it matters: The steady, professionally managed audit fee structure provides assurance to investors that the company's financial records are subject to rigorous, independent scrutiny.
• Audit Committee Oversight: The Audit Committee held seven meetings in 2025 and confirmed that they reviewed the audited consolidated financial statements, ensuring compliance with all regulatory requirements.
• Say-on-Pay Advisory Vote: The board asks shareholders to vote on executive compensation on an advisory (non-binding) basis. This shows that while the outcome won't legally bind the company, management values shareholder opinion on how executive pay is structured.

🗓️ Key Dates and Contact Information

This section summarizes the logistics of the meeting and where to find more information.

• Annual Meeting Date: Friday, June 5, 2026.
• How to Attend: The meeting will be held online; stockholders must visit www.virtualshareholdermeeting.com/CYRX2026 and use their 16-digit control number.
• Record Date: The date of record for eligible stockholders is the close of business on Monday, April 6, 2026.
• Contact Information: Shareholders with questions about voting can contact the principal executive offices at 112 Westwood Place, Suite 350, Brentwood, Tennessee 37027, or call (949) 681-2710.

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🧠 The Analogy

Think of Cryoport, Inc. as a highly specialized, ultra-cold medicine delivery service—like a superhero transport system for medicines that literally cannot handle room temperature. If regular logistics companies are like moving furniture, Cryoport is like moving endangered biological specimens that are under constant threat of decay. Their goal is to make this complex, high-stakes process reliable, global, and increasingly automated with digital technology (the ETG), allowing them to handle the fastest-growing, most complex sector of medicine: Cell & Gene Therapies.

🧩 Final Takeaway

Cryoport is successfully leveraging its role as a critical, specialized logistics provider to capitalize on the accelerating Cell & Gene Therapy (CGT) market. The company is simultaneously securing its financial future through infrastructure expansion (Paris, Santa Ana) and advancing its long-term strategy by building out an advanced digital technology platform (ETG).