Humacyte, Inc. Fair Value Disclosure

3. Fair Value Measurements

The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying values of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities as of December 31, 2025 and 2024 approximated their fair values due to the short-term nature of these items.

The fair value of the Contingent Earnout Liability, Contingent derivative liability related to the Put Option (as defined in Note 7 and discussed below), Private Placement Warrants liability, liabilities associated with the Registered Direct Offering Warrants (as defined in Note 10), Option Agreement liability (as defined in Note 7), the derivative liability associated with the JDRF Agreement Disposition Payment, Loan Agreement Warrants liability (as defined in Note 10), and Loan Agreement conversion derivative liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The fair values of the Private Placement Warrants liability, Loan Agreement Warrants liability, and the liabilities associated with the Registered Direct Offering Warrants are included in common stock warrant liabilities on the

consolidated balance sheets. The fair values of the Option Agreement liability, the Loan Agreement conversion derivative liability, and the derivative liability associated with the JDRF Agreement Disposition Payment are included in other long-term liabilities on the consolidated balance sheets.

Contingent Earnout Liability

In determining the fair value of the Contingent Earnout Liability, the Company used the Monte Carlo simulation value model using a distribution of potential outcomes on a monthly basis over a 10-year period prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the expected volatility and expected term, as well as certain data inputs, including the Company’s common stock price, risk-free interest rate, and expected dividend yield (see Note 10). Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.

Contingent Derivative Liability

The debt pursuant to the Purchase Agreement, as defined in Note 1, contained an embedded derivative related to the Put Option, as defined in Note 7, requiring bifurcation as a single compound derivative instrument. The Company estimated the fair value of the derivative liability using a “with-and-without” methodology. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative was the fair value of the derivative liability at issuance and each subsequent reporting period.

In determining the fair value of the Contingent derivative liability, the Company used the Monte Carlo simulation value model using a distribution of potential outcomes on a monthly basis over a 10-year period. The estimated probability and timing of underlying events triggering the exercisability of the Put Option contained within the Purchase Agreement, forecasted cash flows and the discount rates are significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative.

In December 2025, the Purchase Agreement, including the embedded Put Option, was terminated in connection with the extinguishment of the Purchase Agreement (as defined in Note 1), and the Contingent derivative liability was derecognized. Prior to termination, the Contingent derivative liability was measured at fair value, with changes in fair value recognized in other income (expense) in the consolidated statements of operations and comprehensive loss and classified within Change in fair value of derivatives.

The discount rates used in the final fair value measurement prior to termination were 12.6% for the present value of the revenue forecast and 12.2% for the present value of the payoff of the Put Option. As of December 31, 2024, the discount rates used to calculate the value of the Contingent derivative liability were 14.2% to calculate the present value of the revenue forecast and 11.8% to calculate the present value of the payoff of the Put Option.

Registered Direct Offering Warrants Liabilities

In determining the fair values of the Registered Direct Offering Warrants liabilities, the Company used the Black-Scholes valuation model to estimate fair value utilizing significant assumptions for expected volatility and expected term and data inputs including the current Common Stock price, risk-free rate, and expected dividend yield (see Note 10, Stockholders’ Equity (Deficit) and Warrants).

Private Placement Warrants Liability

In determining the fair value of the Private Placement Warrants liability, the Company used the Black-Scholes valuation model to estimate fair value utilizing significant assumptions for expected volatility and expected term and data inputs including the current Common Stock price, risk-free rate, and expected dividend yield (see Note 10).

Loan Agreement Warrants Liability

In determining the fair value of the Loan Agreement Warrants liability (as defined in Note 10), the Company used the Black-Scholes valuation model to estimate fair value utilizing significant assumptions for expected volatility and expected term and data inputs including the current Common Stock price, risk-free rate, and expected dividend yield (see Note 10).

Loan Agreement Conversion Derivative Liability

In determining the fair value of the Loan Agreement conversion derivative liability, the Company used the Black-Scholes valuation model to estimate fair value utilizing significant assumptions for expected volatility and expected term and data inputs including the current Common Stock price, risk-free rate, and expected dividend yield (see Note 10).