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Investments and Fair Value measurements | 3 Months Ended
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Mar. 31, 2026
Investments [Abstract] |
Investments | 8. Investments and Fair Value measurements Investments In 2023, we invested $6.0 million in a privately held company in the form of a convertible promissory note (the “Note”) and a warrant to purchase up to 1,874,933 shares of the company’s stock (the “Warrant”). Interest on the Note accrues at 8.0% per annum, and outstanding principal and accrued interest on the Note is due and payable at the earlier of July 3, 2030 or a change in control of the company. The Warrant is exercisable until the date that is three years after the Note is repaid, subject to certain accelerating events. We account for the Note in accordance with ASC Topic 320, Investments - Debt and Equity Securities, pursuant to which the Note is classified as an available-for-sale security and recognized at fair value. During the three months ended March 31, 2026 and 2025, the Note had an unrealized gain of less than $0.1 million and an unrealized loss of less than $0.1 million, respectively. Unrealized gains and losses related to differences between the fair value of the Note and the carrying value of the Note are recorded as a separate component of Other comprehensive income in the Condensed Consolidated Statements of Comprehensive Loss on a recurring basis until realized. The Note’s amortized cost was $4.3 m illion and $4.0 million at March 31, 2026 and December 31, 2025, respectively. We did not recognize any credit losses related to the Note during the three months ended March 31, 2026 and 2025. We account for the Warrant in accordance with ASC Topic 815, Derivatives and Hedging, pursuant to which the Warrant is classified as a derivative instrument and recognized at fair value. During the three months ended March 31, 2026 and 2025, the fair value of the Warrant decreased by $0.2 million and $0.3 million, respectively, for which we recognized a loss in both periods. Unrealized losses related to changes in the fair value of the Warrant are recorded in Other expense (income) – net in the Condensed Consolidated Statements of Operations on a recurring basis until realized. The presentation of the Warrant, including whether it should be classified as an asset or a liability, is evaluated at the end of each reporting period. Fair Value Measurements We measure certain assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: • Level 1 — Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 — Measurements that include other inputs that are directly or indirectly observable in the marketplace. • Level 3 — Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. The following tables present the recurring fair value measurements of our financial assets by hierarchy level at March 31, 2026 and December 31, 2025 (in thousands):
|  | Fair Value Measurements Using |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
March 31, 2026 |  |  |  |  |  |  |  |  |  |  |  |
Note |  | $ | — |  |  | $ | — |  |  | $ | 4,455 |  |  | $ | 4,455 |
Warrant |  |  | — |  |  |  | — |  |  |  | 928 |  |  |  | 928 |
|  | $ | — |  |  | $ | — |  |  | $ | 5,383 |  |  | $ | 5,383 |
|  | Fair Value Measurements Using |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
December 31, 2025 |  |  |  |  |  |  |  |  |  |  |  |
Note |  | $ | — |  |  | $ | — |  |  | $ | 4,241 |  |  | $ | 4,241 |
Warrant |  |  | — |  |  |  | — |  |  |  | 1,124 |  |  |  | 1,124 |
|  | $ | — |  |  | $ | — |  |  | $ | 5,365 |  |  | $ | 5,365 |
The fair value of the Note is determined using the income approach, which consists entirely of Level 3 inputs. The estimated fair value of the Warrant is determined using the Black-Scholes option pricing model, which requires us to make assumptions and judgments about the variables used in the calculation related to the expected term, the expected volatility, the risk-free rate of interest, and the expected dividend yield. Because of the inherent uncertainty of these valuations, the estimated fair values of the Note and the Warrant may differ significantly from the fair values that would have been used had a ready market for the investments existed, the effects of which could be material. The following table presents quantitative information about the significant unobservable inputs applied to the recurring Level 3 fair value measurements of our financial assets at March 31, 2026 and December 31, 2025:
|  |  |  | March 31, |  | December 31,
Asset |  | Significant Unobservable Inputs |  | 2026 |  | 2025
Note |  | Expected term (years) |  | 4.3 |  | 4.5
|  | Implied yield |  | 21.7% |  | 21.7%
Warrant |  | Expected term (years) |  | 4.3 |  | 4.5
|  | Expected volatility |  | 62.0% |  | 62.0%
|  | Risk-free rate |  | 3.9% |  | 3.7%
|  | Expected dividend yield |  | 0.0% |  | 0.0%
The following table summarizes the changes in the carrying amounts of the Note and the Warrant (both of which are measured at fair value using Level 3 significant unobservable inputs) during the three months ended March 31, 2026 (in thousands):
|  | Note |  |  | Warrant |
Balances at January 1, 2026 |  | $ | 4,241 |  |  | $ | 1,124 |
Accretion of discount |  |  | 74 |  |  |  | — |
Interest paid-in-kind |  |  | 138 |  |  |  | — |
Unrealized gains (losses): |  |  |  |  |  |
Recorded in Net loss |  |  | — |  |  |  | (196 | )
Recorded in Other comprehensive income |  |  | 2 |  |  |  | — |
Total unrealized gains (losses) |  |  | 2 |  |  |  | (196 | )
Balances at March 31, 2026 |  | $ | 4,455 |  |  | $ | 928 |

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