Lyell Immunopharma, Inc.LYEL
Lyell Immunopharma, Inc. Fair Value Disclosure
Fair Value Measurements
The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands):
December 31, 2025 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Financial assets: | |||||||||||||||||||||||
Money market funds | $ | 49,766 | $ | — | $ | — | $ | 49,766 | |||||||||||||||
U.S. Treasury securities | — | 176,072 | — | 176,072 | |||||||||||||||||||
U.S. government agency securities | — | 6,533 | — | 6,533 | |||||||||||||||||||
Corporate debt securities | — | 4,434 | — | 4,434 | |||||||||||||||||||
Total financial assets | $ | 49,766 | $ | 187,039 | $ | — | $ | 236,805 | |||||||||||||||
Financial liabilities: | |||||||||||||||||||||||
SPA put/call | $ | — | $ | — | $ | 11,411 | $ | 11,411 | |||||||||||||||
Success payment liabilities | — | — | 1,242 | 1,242 | |||||||||||||||||||
Total financial liabilities | $ | — | $ | — | $ | 12,653 | $ | 12,653 | |||||||||||||||
December 31, 2024 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Financial assets: | |||||||||||||||||||||||
Money market funds | $ | 73,975 | $ | — | $ | — | $ | 73,975 | |||||||||||||||
U.S. Treasury securities | — | 226,271 | — | 226,271 | |||||||||||||||||||
U.S. government agency securities | — | 36,815 | — | 36,815 | |||||||||||||||||||
Corporate debt securities | — | 21,492 | — | 21,492 | |||||||||||||||||||
Marketable equity security | 30 | — | — | 30 | |||||||||||||||||||
Total financial assets | $ | 74,005 | $ | 284,578 | $ | — | $ | 358,583 | |||||||||||||||
Financial liabilities: | |||||||||||||||||||||||
Contingent consideration payable | $ | — | $ | — | $ | 7,600 | $ | 7,600 | |||||||||||||||
Success payment liabilities | — | — | 411 | 411 | |||||||||||||||||||
Total financial liabilities | $ | — | $ | — | $ | 8,011 | $ | 8,011 | |||||||||||||||
The Company measures the fair value of money market funds based on quoted prices in active markets for identical assets or liabilities. The Company measures the fair value of marketable equity securities traded in active markets based on quoted prices of identical assets. The Level 2 marketable securities include U.S. Treasury securities, U.S. government agency securities and corporate debt securities, which are valued using third-party pricing sources. The pricing services applied industry standard valuation models. Inputs utilized include market pricing based on real-time trade data for the same or similar securities and other significant inputs derived from or corroborated by observable market data.
In July 2025, the Company completed a $50.0 million equity financing that included issuance of mutually exclusive put and call rights related to potential future equity issuance of up to an additional $50.0 million financing. See Note 21, Subsequent Events, for more information about the Company’s exercise of the SPA put right. These rights were accounted for as a combined financial asset or liability and measured at fair value on a recurring basis. The SPA put/call is presented within accrued liabilities and other current liabilities on the Company’s consolidated balance sheet as of December 31, 2025. See Note 13, Stockholders’ Equity, for additional information regarding the SPA put/call liability. The SPA put/call is classified as a Level 3 financial instrument and the fair value at inception on July 24, 2025 and period-end on December 31, 2025 were estimated using the Monte Carlo simulation valuation method including the following assumptions:
July 24, 2025 | December 31, 2025 | ||||||||||
Time to maturity (years) | 1.11 | 0.67 | |||||||||
Risk-free rate | 4.08 | % | 3.55 | % | |||||||
Volatility | 91 | % | 90 | % | |||||||
The Company’s contingent consideration payable, success payment liabilities and SPA put/call are classified as Level 3 financial instruments. In July 2025, the Company issued 625,000 shares of common stock valued at $5.9 million upon achievement of a specific clinical milestone, thereby settling the contingent consideration payable related to the ImmPACT acquisition. Prior to settlement, the liability was valued using the Company’s common stock price and management’s assessment of the probability of achieving either (i) specified clinical milestones or (ii) certain regulatory approvals. The success payment liabilities were estimated by management using its historical experience of the correlation of success payment fair values relative to the Company’s stock price. See Note 3, Acquisitions, for additional information regarding the contingent consideration payable.
The Company utilizes estimates and assumptions in determining the estimated contingent consideration payable, success payment liabilities and SPA put/call and associated changes in fair value. A small change in the value of the Company’s common stock may have a relatively large change in the estimated fair value of the contingent consideration payable, success payment liabilities and SPA put/call and associated changes in fair value. Additionally, a small change in management’s assessment of the likelihood of achieving either (i) the specified clinical milestones or (ii) certain regulatory approvals related to the estimated valuation of the contingent consideration payable may have a relatively large change in the estimated fair value. A small change in management’s assessment of the likelihood of achieving either a clinical
milestone relating to the Company’s ongoing PiNACLE pivotal trial or certain other corporate milestones relevant to the SPA put/call may have a material change in its estimated fair value.
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands):
Contingent Consideration Payable | Success Payment Liabilities | SPA put/call (Asset) Liability | |||||||||||||||
Balance at December 31, 2023 | $ | — | $ | 1,576 | $ | — | |||||||||||
Issuance | 11,404 | — | — | ||||||||||||||
Change in fair value (1) | (3,804) | (1,165) | — | ||||||||||||||
Balance at December 31, 2024 | 7,600 | 411 | — | ||||||||||||||
Issuance | — | — | (7,774) | ||||||||||||||
Change in fair value (1) | (1,706) | 831 | 19,185 | ||||||||||||||
Settlement via equity issuance | (5,894) | — | — | ||||||||||||||
Balance at December 31, 2025 | $ | — | $ | 1,242 | $ | 11,411 | |||||||||||
__________
(1)The change in fair value of the contingent consideration payable subsequent to Closing Date, Fred Hutch success payment liabilities and SPA put/call (asset) liability are recorded in other (expense) income, net. Changes in the fair value of Stanford success payment liabilities are recorded as either other (expense) income, net or research and development expenses, depending on the period. (See Note 4, License, Collaboration, and Success Payment Agreements.)
In October 2022, the Company received non-voting PACT Series D convertible preferred stock with an estimated fair value of $2.9 million using the cost approach. Under this approach, the fair value of an asset is measured by the cost to reconstruct or replace such asset with another one of like utility. The fair value of PACT was estimated by using significant unobservable inputs, including an estimate of insignificant fair value associated with PACT intangible assets. Accordingly, the Company classified the fair value measurement of PACT preferred stock on October 1, 2022 as Level 3 under the fair value hierarchy. In June 2023, the Company performed a qualitative assessment of potential indicators of impairment of the PACT Series D convertible preferred stock investment, resulting in a $2.9 million impairment expense for the year ended December 31, 2023.Free Sentinel
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 11, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 29, 2022 | |
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.