Rapport Therapeutics, Inc. Fair Value Disclosure
3. Fair Value Measurements
The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands):
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Fair Value Measurements at |
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December 31, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets: |
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Cash equivalents: |
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Money market funds |
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$ |
47,947 |
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|
$ |
— |
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|
$ |
— |
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|
$ |
47,947 |
|
Short-term investments: |
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|
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|
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|
|
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|
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U.S. Treasury bills |
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|
— |
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|
79,359 |
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|
|
— |
|
|
|
79,359 |
|
Government securities |
|
|
— |
|
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|
248,398 |
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|
|
— |
|
|
|
248,398 |
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Government agency securities |
|
|
— |
|
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|
110,137 |
|
|
|
— |
|
|
|
110,137 |
|
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|
$ |
47,947 |
|
|
$ |
437,894 |
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|
$ |
— |
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|
$ |
485,841 |
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Fair Value Measurements at |
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December 31, 2024 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets: |
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Cash equivalents: |
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Money market funds |
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$ |
9,432 |
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|
$ |
— |
|
|
$ |
— |
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|
$ |
9,432 |
|
Short-term investments: |
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|
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|
|
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U.S. Treasury bills |
|
|
— |
|
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28,723 |
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|
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— |
|
|
|
28,723 |
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Government securities |
|
|
— |
|
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|
136,514 |
|
|
|
— |
|
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|
136,514 |
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Government agency securities |
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— |
|
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|
83,238 |
|
|
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— |
|
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|
83,238 |
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$ |
9,432 |
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$ |
248,475 |
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|
$ |
— |
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|
$ |
257,907 |
|
Money market funds are highly liquid and actively traded marketable securities that generally transact at a stable $1.00 net asset value representing its estimated fair value. During the years ended December 31, 2025 and 2024, there were no transfers between Level 1, Level 2 and Level 3.
The Company classifies its marketable securities as short-term because they are available to be converted into cash to fund current operations. The fair value of the Company’s U.S. Treasury bills, government securities, and government agency securities are classified as Level 2 because they are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency.
The underlying securities held in the money market funds held by the Company are all government backed securities.
Short-term investments consisted of the following (in thousands):
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December 31, 2025 |
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Amortized |
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Unrealized |
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Unrealized |
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Fair Value |
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Short-term investments: |
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U.S. Treasury bills |
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$ |
79,334 |
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|
$ |
25 |
|
|
$ |
— |
|
|
$ |
79,359 |
|
Government securities |
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|
247,968 |
|
|
|
430 |
|
|
|
— |
|
|
|
248,398 |
|
Government agency securities |
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|
110,046 |
|
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|
91 |
|
|
|
— |
|
|
|
110,137 |
|
|
|
$ |
437,348 |
|
|
$ |
546 |
|
|
$ |
— |
|
|
$ |
437,894 |
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December 31, 2024 |
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Amortized |
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Unrealized |
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Unrealized |
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Fair Value |
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Short-term investments: |
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U.S. Treasury bills |
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$ |
28,694 |
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|
$ |
30 |
|
|
$ |
— |
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|
$ |
28,724 |
|
Government securities |
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|
136,829 |
|
|
|
— |
|
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|
(316 |
) |
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|
136,513 |
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Government agency securities |
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|
83,474 |
|
|
|
— |
|
|
|
(236 |
) |
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|
83,238 |
|
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|
$ |
248,997 |
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|
$ |
30 |
|
|
$ |
(552 |
) |
|
$ |
248,475 |
|
The contractual maturities of the Company’s short-term investments in available-for-sale debt securities held were as follows (in thousands):
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December 31, |
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December 31, |
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2025 |
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2024 |
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Due within one year |
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$ |
243,613 |
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$ |
117,761 |
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Due between one and two years |
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194,281 |
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|
130,714 |
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|
|
$ |
437,894 |
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|
$ |
248,475 |
|
As of December 31, 2025, no investments were in an unrealized loss position. As of December 31, 2024, all investments in an unrealized loss position were in this position for less than 12 months. The Company evaluated its securities for potential
other-than-temporary impairment and considered the decline in market value to be primarily attributable to current economic and market conditions. Additionally, the Company does not intend to sell the securities in an unrealized loss position and does not expect it will be required to sell the securities before recovery of the unamortized cost basis. The Company did not recognize any credit losses during both the years ended December 31, 2025 and 2024.
Valuation of Preferred Stock Tranche Right Liability
The Series B preferred stock tranche right liabilities in the table below are composed of the fair value of obligations to issue Series B convertible preferred stock (see Note 6), either upon achievement of certain specified milestones, upon the waiver of such milestone achievement by a majority vote of the respective series convertible preferred stockholders, or upon a shareholder exercising its right to early exercise the tranche right. The fair value of the tranche right liability was determined based on significant inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The fair value of the tranche right liabilities were determined using a Contingent Forward Analysis, which is a scenario-based lattice model that accounts for the different possible milestone scenarios and their associated probabilities, as estimated by the Company. The valuation model considered the probability of closing the tranche, the estimated future value of the Convertible Preferred Stock to be issued at each closing and the investment required at each closing. Future values were converted to present value using a discount rate appropriate for probability-adjusted cash flows. The risk-free rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining estimated time to each tranche closing.
Series B Preferred Stock Tranche Right Liability
The following table provides a roll-forward of the aggregate fair value of the Company’s Series B preferred stock tranche right liability during the year ended December 31, 2024, for which fair value is determined using Level 3 inputs (in thousands):
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Series B |
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Balance as of December 31, 2023 |
|
$ |
4,200 |
|
Change in fair value of Series B preferred stock |
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|
7,390 |
|
Settlement of Series B preferred stock tranche right |
|
|
(11,590 |
) |
Balance as of December 31, 2024 |
|
$ |
— |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 10, 2026 | Showing above |
| 2024 | Mar 11, 2025 | |
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.