Blink Charging Co. Fair Value Disclosure
10.
FAIR VALUE MEASUREMENT
Assets and liabilities measured at fair value on a recurring basis are as follows:
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Money market funds | $ | 32,500 | $ | $ | $ | 32,500 | ||||||||||
| Total assets | $ | 32,500 | $ | $ | $ | 32,500 | ||||||||||
| Liabilities: | ||||||||||||||||
| Warrant liability | $ | $ | $ | 30 | $ | 30 | ||||||||||
| Earn-out liabilities | 1,986 | 1,986 | ||||||||||||||
| Total liabilities | $ | $ | $ | 2,016 | $ | 2,016 | ||||||||||
| December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Marketable securities | $ | 13,630 | $ | $ | $ | 13,630 | ||||||||||
| Money market funds | 27,347 | 27,347 | ||||||||||||||
| Alternative fuel credits | 51 | 51 | ||||||||||||||
| Total assets | $ | 40,977 | $ | 51 | $ | $ | 41,028 | |||||||||
| Liabilities: | ||||||||||||||||
| Warrant liability | $ | $ | $ | 22 | $ | 22 | ||||||||||
| Common stock consideration payable | 21,028 | 21,028 | ||||||||||||||
| Total liabilities | $ | $ | $ | 21,050 | $ | 21,050 | ||||||||||
BLINK CHARGING CO.
Notes to Consolidated Financial Statements
(dollars in thousands, except for share and per share amounts)
10. FAIR VALUE MEASUREMENT – CONTINUED
Assumptions utilized in the valuation of warrant liabilities are described as follows:
| For the Years Ended | ||||||||||||
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Risk-free interest rate | 3.96%-4.03 | % | 3.98%-5.09 | % | 4.64%-5.46 | % | ||||||
| Contractual term (years) | 1.00 | 1.00 | 1.00 | |||||||||
| Expected volatility | 74%-80 | % | 84%-92 | % | 67%-80 | % | ||||||
| Expected dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | ||||||
The following table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring basis:
| 2025 | 2024 | |||||||
| Common Stock Consideration Payable | ||||||||
| Beginning balance as of January 1, | $ | 21,028 | $ | 18,118 | ||||
| Change in fair value of consideration payable | (9,238 | ) | 2,910 | |||||
| Issuance of common stock and warrants in satisfaction of consideration payable | (11,790 | ) | ||||||
| Ending balance as of December 31, | $ | $ | 21,028 | |||||
| Warrant Liability | ||||||||
| Beginning balance as of January 1, | $ | 22 | $ | 32 | ||||
| Change in fair value of warrant liability | 8 | (10 | ) | |||||
| Ending balance as of December 31, | $ | 30 | $ | 22 | ||||
| Earn-Out Liabilities | ||||||||
| Beginning balance as of January 1, | $ | $ | ||||||
| Contingent consideration assumed in Zemetric acquisition | 2,194 | |||||||
| Common stock issued in satisfaction of earn-out liabilities | (206 | ) | ||||||
| Change in fair value of earn-out liabilities | (2 | ) | - | |||||
| Ending balance as of December 31, | $ | 1,986 | $ | |||||
See Note 8- Notes Payable and Consideration Payable for additional details.
In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.
BLINK CHARGING CO.
Notes to Consolidated Financial Statements
(dollars in thousands, except for share and per share amounts)
10. FAIR VALUE MEASUREMENT – CONTINUED
COMMON STOCK CONSIDERATION PAYABLE
The common stock consideration payable is recorded at fair value of $ and $21,028 as of December 31, 2025 and 2024, respectively, and was included within consideration payable on the consolidated balance sheets. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration liability.
During the year ended December 31, 2025, in satisfaction of the Company’s obligations with respect to the common stock consideration payable, the Company issued to the former shareholders of Envoy Technologies an aggregate of shares of the Company’s common stock with an aggregate issuance date fair value of $9,018 and warrants to purchase up to an aggregate of 3,898,177 shares of the Company’s common stock at an exercise price of $0.01 per share with an aggregate issuance date fair value of $2,772, both of which were classified within stockholders’ equity on the consolidated balance sheets. The warrants have a contractual life of twenty months. See Note 1 – Business Organization, Nature of Operations and Basis of Presentation for additional details. The carrying value of the consideration payable prior to settlement was $21,028 and as a result of the Stock Issuance and Warrant Issuance, the Company recorded a gain on the change in fair value and settlement of the consideration payable of $9,238 during the year ended December 31, 2025.
Of the 3,898,177 shares of common stock issuable upon exercise of the warrants, (i) 1,470,588 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $1.70 for seven consecutive trading days, (ii) 1,190,476 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $2.10 for seven consecutive trading day, and (iii) 1,237,113 shares will vest and become exercisable upon the Company’s common stock achieving a last reported sale price its principal trading market equal to or greater than $4.85 for seven consecutive trading days. The determination as to whether any such vesting condition has been satisfied will be made solely by the Company, acting in good faith, based on the last reported sale price of the Company’s common stock on its principal trading market as reported on the electronic reporting system of such exchange. The Company obtained a third party valuation of the fair value of the warrants which was determined using a Monte Carlo simulation that considered the probability of achieving the market conditions outlined above.
During the year ended December 31, 2025, warrants related to the first tranche of warrants had become exercisable upon meeting vesting conditions. Furthermore, of these warrants were exercised during the year ended December 31, 2025. The remaining two tranches have not vested as of December 31, 2025.
EARN-OUT LIABILITIES
See Note 3 – Business Combination for details.
BLINK CHARGING CO.
Notes to Consolidated Financial Statements
(dollars in thousands, except for share and per share amounts)
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Apr 9, 2025 | |
| 2023 | Mar 18, 2024 | |
| 2022 | Mar 14, 2023 | |
| 2021 | Mar 16, 2022 | |
| 2020 | Mar 31, 2021 | |
| 2019 | Apr 2, 2020 | |
| 2018 | Apr 1, 2019 | |
| 2017 | Apr 17, 2018 | |
| 2016 | Apr 14, 2017 | |
| 2015 | Jul 29, 2016 | |
| 2014 | Dec 8, 2015 | |
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.