AEye, Inc. Fair Value Disclosure

2.	FAIR VALUE MEASUREMENTS

 

The fair value of the Company’s financial assets and liabilities is determined in accordance with the fair value hierarchy established in FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

 

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

 

Level 2—Observable inputs, other than Level 1 inputs, which are observable either directly or indirectly or can be corroborated by observable market data using quoted prices for similar assets or liabilities.

 

Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The Company's financial instruments that are not remeasured at fair value include accounts receivable, prepaid and other current assets, accounts payable, accrued expenses, other current and noncurrent liabilities, and the noncurrent convertible note. The carrying values of these financial instruments approximate their fair values.

 

The Company’s financial assets and liabilities measured at fair value on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):

 

		Fair Value Measured as of December 31, 2025 Using:
														Cash and
		Adjusted				Unrealized				Fair				Cash				Marketable
		Cost				gains				Value				Equivalent				Securities
Assets
Level 1
Money market funds		$	42,718			$	—			$	42,718			$	42,718			$	—
Level 2
Corporate bonds			19,620				13				19,633				—				19,633
Commercial paper			7,531				3				7,534				—				7,534
U.S. Government securities			8,003				9				8,012				—				8,012
Agency bonds			2,018				—				2,018				—				2,018
Asset backed securities			5,902				5				5,907				—				5,907
Total financial assets		$	85,792			$	30			$	85,822			$	42,718			$	43,104
Liabilities
Level 2
Private placement warrant liability		$	—			$	—			$	—			$	—			$	—
Level 3
Derivative warrant liability			—				—				560				—				—
Total financial liabilities		$	—			$	—			$	560			$	—			$	—

 

		Fair Value Measured as of December 31, 2024 Using:
														Cash and
		Adjusted				Unrealized				Fair				Cash				Marketable
		Cost				gains				Value				Equivalent				Securities
Assets
Level 1
Money market funds		$	6,965			$	—			$	6,965			$	6,965			$	—
Level 2
Corporate bonds			9,660				4				9,664				—				9,664
Commercial paper			945				—				945				—				945
U.S. Government securities			1,402				1				1,403				—				1,403
Total financial assets		$	18,972			$	5			$	18,977			$	6,965			$	12,012
Liabilities
Level 2
Private placement warrant liability		$	—			$	—			$	—			$	—			$	—
Level 3
Derivative warrant liability			—				—				26				—				—
Total financial liabilities		$	—			$	—			$	26			$	—			$	—

 

The Company’s financial assets and liabilities subject to fair value procedures were comprised of the following:

 

Money Market Funds: The Company holds financial assets consisting of money market funds. These securities are valued using observable inputs, such as quoted prices in active markets for identical assets or liabilities.

 

Marketable Securities: The Company holds financial assets consisting of fixed-income U.S. government securities, corporate bonds, commercial paper, agency bonds, and asset-backed securities. The securities are valued using prices from independent pricing services based on quoted prices of identical instruments in less active or inactive markets. Additionally, quoted prices of similar instruments in active market or industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets are used to value marketable securities.

 

Derivative Warrant Liability: On September 15, 2022, the Company entered into a convertible note agreement with a face value of $10,500 (the "2022 Note"). The Company issued warrants as part of the 2022 Note. The warrants are recorded on the consolidated balance sheets at fair value. The fair value is based on unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The fair value estimate of the warrants was based on a Monte-Carlo simulation model. Inherent in a Monte-Carlo simulation model are assumptions related to price, volatility, risk-free interest rate, term to expiration, and dividend yield. The price is based on the publicly traded price of the Company's common stock as of the measurement date. The Company estimated the volatility for the warrants based on the historical and implied volatilities of the Company's publicly traded common stock. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the warrants. The term to expiration was calculated as the contractual term of the warrants of five years. Finally, the Company does not currently anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. Changes in fair value are recognized in other income (expense) for each reporting period. Derivative Warrant Liability was included within other noncurrent liabilities on the consolidated balance sheets. These warrants were cancelled on July 28, 2025.

 

In January 2025, the Company entered into a convertible note agreement with a face value of $3,000 (the "2025 Note"). The Company issued a warrant to purchase up to 805,263 shares of the Company’s common stock. The warrant was recorded on the accompanying consolidated balance sheet at fair value. The fair value is based on unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The fair value estimate of the warrant was based on a Black-Scholes model. Inherent in a Black-Scholes model are assumptions related to price, volatility, risk-free interest rate, term to expiration, and dividend yield. Changes in fair value were recognized in other income (expense) for each reporting period. Derivative Warrant Liability was included within other noncurrent liabilities on the consolidated balance sheets. These warrants were exercised in full on  July 28, 2025.

 

In  August 2025, in connection with the lease settlement (see Note 5 for details of the settlement), the Company issued warrants, which are recorded on the accompanying consolidated balance sheets at fair value. The fair value is based on unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The fair value estimate of the warrants was based on a Black-Scholes model. Inherent in a Black-Scholes model are assumptions related to price, volatility, risk-free interest rate, term to expiration, and dividend yield. Changes in fair value are recognized in other income (expense) for each reporting period. Derivative Warrant Liability is included within other noncurrent liabilities on the consolidated balance sheets.

 

Private Placement Warrant Liability: The Private Placement Warrants are recorded on the consolidated balance sheets at fair value. The fair value is based on observable Level 2 inputs, specifically, the observable input of the Company's public warrants, as terms of both warrants are substantially similar. Any changes in the fair value of the liability are reflected in other income (expense), net, on the consolidated statements of operations and comprehensive loss. Private Placement Warrant liability is included within other noncurrent liabilities on the consolidated balance sheets.

 

For the years ended December 31, 2025 and 2024, there were no transfers between Level 1 and Level 2 inputs.

 

The following table presents a summary of the changes in fair value of the Company’s Level 3 financial instruments for the year ended  December 31, 2025 (in thousands):

 

		Derivative
		Warrant
		Liability				2025 Note				Total
Balance at December 31, 2024		$	26			$	—				26
Additions			1,945				3,266				5,211
Change in fair value included in other income (expense), net			1,581				314				1,895
Payments and conversions			—				(3,580	)			(3,580	)
Extinguishment and exercise			(2,992	)			—				(2,992	)
Balance at December 31, 2025		$	560			$	—			$	560

 

 

The key inputs into the Black-Scholes model for the derivative warrant issued as a result of the lease settlement valued at  December 31, 2025 are as follows:

 

		December 31, 2025
Expected term (years)			4.7
Expected volatility			140.0	%
Risk-free interest rate			3.7	%
Dividend yield			—	%
Exercise price		$	2.22

 

If factors or assumptions change, the estimated fair values could be materially different. The value of the Company’s derivative warrant liabilities would increase if a higher risk-free interest rate was used and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the liabilities, and a lower volatility assumption would decrease the value of the liabilities.