Coherus Oncology, Inc. Fair Value Disclosure
3.Fair Value Measurements
The fair value of financial instruments are classified into one of the following categories based upon the lowest level of input that is significant to the fair value measurement:
| ● | Level 1 — Quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| ● | Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments.
Unrealized gains and losses on available-for-sale debt securities are reported as a component of other comprehensive income (loss), with the exception of unrealized losses believed to be related to credit losses, if any, which are recognized in earnings in the period the impairment occurs. Impairment assessments are made at the individual security level each reporting period. When the fair value of an available-for-sale debt investment is less than its cost at the balance sheet date, a determination is made as to whether the impairment is related to a credit loss and, if it is, the portion of the impairment relating to credit loss is recorded as an allowance through net income. Realized gains and losses, if any, on available-for-sale securities are included in other income (expense), net, in the consolidated statements of operations based on the specific identification method.
In connection with the Surface Acquisition on September 8, 2023, the Company recorded contingent consideration liabilities related to CVRs associated with certain acquired out-license assets. The fair value of the CVR liabilities were determined using a Monte Carlo simulation-based model discounted to present value and represents a Level 3 measurement within the fair value hierarchy. Assumptions used in this calculation include estimated revenue, discount rate and various probability factors. With the termination of historical out-licensed partnership programs in 2025 and 2024, the corresponding CVR liabilities for GSK4381562 and NZV930 were remeasured to their final fair values of zero in 2025 and 2024, respectively (see Note 5. Balance Sheet Components).
The Revenue Participation Right Purchase and Sale Agreement (the “Revenue Purchase and Sale Agreement”), dated as of May 8, 2024 among the Company and Coduet Royalty Holdings, LLC, as administrative agent and each buyer named in an annex thereto (collectively, the “Purchaser Group”) (see Note 8. Financial Liabilities) contained an embedded derivative that met the criteria to be bifurcated and accounted for separately from the Revenue Purchase and Sale Agreement (the "Royalty Fee Derivative Liability"). The Company recorded the initial estimated fair value of the Royalty Fee Derivative Liability of $9.2 million in accrued and other current liabilities on the consolidated balance sheets. To estimate the fair value, the Company uses Monte Carlo simulation models that require the use of Level 3 unobservable inputs, primarily the amount and timing of our expected future revenue, the estimated volatility of these revenues, the discount rate corresponding to the risk of revenue, and the probability of certain events.
The Company estimated the total fair value of the Royalty Fee Derivative Liability at December 31, 2025 and 2024, to be $1.5 million and $13.6 million, respectively. During the years ended December 31, 2025 and 2024, the Company recorded charges of $12.6 million and $4.4 million, respectively, for the changes in estimated fair value, of which $11.8 million and $4.2 million, respectively, related to UDENYCA and was classified within discontinued operations, and $0.8 million and $0.2 million, respectively, related to LOQTORZI and was recorded in other income (expense), net on the consolidated statements of operations. In connection with the UDENYCA Sale, the UDENYCA portion of the Royalty Fee Derivative Liability was derecognized during the three months ended June 30, 2025.
Financial liabilities related to long-term debt obligations are summarized in Note 8. Financial Liabilities. Other financial assets and liabilities from continuing operations measured at fair value on a recurring basis are summarized as follows:
Fair Value Measurements | ||||||||||||
December 31, 2025 | ||||||||||||
(in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total | ||||
Financial Assets: |
|
| |
| |
| | |||||
Cash equivalents(1) | $ | 78,278 | $ | 1,708 | $ | — | $ | 79,986 | ||||
Marketable debt securities: |
|
|
|
| ||||||||
U.S. government agency securities | 3,803 | — | — | 3,803 | ||||||||
U.S. treasury securities | 42,303 | — | — | 42,303 | ||||||||
Commercial paper and corporate notes | — | 37,140 | — | 37,140 | ||||||||
Total | $ | 124,384 | $ | 38,848 | $ | — | $ | 163,232 | ||||
Financial Liabilities: |
|
| |
| |
| | |||||
Royalty Fee Derivative Liability | $ | — | $ | — | $ | 1,490 | $ | 1,490 | ||||
Fair Value Measurements | ||||||||||||
December 31, 2024 | ||||||||||||
(in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total | ||||
Financial Assets: |
|
| |
| |
| | |||||
Cash equivalents(1) | $ | 125,549 | $ | — | $ | — | $ | 125,549 | ||||
Financial Liabilities: | ||||||||||||
Royalty Fee Derivative Liability | $ | — | $ | — | $ | 13,620 | $ | 13,620 | ||||
Contingent consideration | — | — | 632 | 632 | ||||||||
Total | $ | — | $ | — | $ | 14,252 | $ | 14,252 | ||||
| (1) | Cash equivalents may include the following: money market funds, U.S treasury securities, commercial paper or corporate notes with original maturities of 90 days or less. |
The cost, unrealized gains or losses, and fair value by investment type are summarized as follows:
|
| December 31, 2025 | ||||||||||
(in thousands) | | Cost | | Unrealized Gain | | Unrealized (Loss) | | Fair Value | ||||
Money market funds |
| $ | 78,278 | $ | — | $ | — | $ | 78,278 | |||
U.S. government agency securities |
| 3,800 |
| 3 | — | 3,803 | ||||||
U.S. treasury securities | 42,257 | 46 | — | 42,303 | ||||||||
Commercial paper and corporate notes | 38,817 | 31 | — | 38,848 | ||||||||
Total |
| $ | 163,152 |
| $ | 80 | $ | — | $ | 163,232 | ||
|
| December 31, 2024 | ||||||||||
(in thousands) | | Cost | | Unrealized Gain | | Unrealized (Loss) | | Fair Value | ||||
Money market funds |
| $ | 125,549 | $ | — | $ | — | $ | 125,549 | |||
The Company held one position that was in an unrealized loss position as of December 31, 2025. No impairment was recognized in 2025 or 2024. As of December 31, 2025, the remaining contractual maturities of available-for-sale securities were less than one year, and the average maturity of investments upon acquisition was approximately eight months. The accrued interest receivable on available-for-sale marketable securities was immaterial at December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 9, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
| 2023 | Mar 15, 2024 | |
| 2022 | Mar 6, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 8, 2018 | |
| 2016 | Mar 14, 2017 | |
| 2015 | Feb 29, 2016 | |
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.