REPLIGEN CORP Fair Value Disclosure
Marketable Securities
During 2025, the Company invested in marketable securities, primarily in the form of U.S. Treasury Bills. As of December 31, 2025, the Company’s marketable securities were classified as available-for-sale investments and mature within one year from the balance sheet date. During the year ended December 31, 2025, the Company did not have any realized gains or losses. During the year ended December 31, 2025, the Company did not recognize credit losses related to the available-for-sale securities, and there was no allowance for credit losses recorded as of December 31, 2025.
The following table summarizes the Company's marketable securities as of December 31, 2025:
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December 31, 2025 |
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Amortized Cost |
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Gross unrealized gains |
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Gross unrealized losses |
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Estimated Fair Value |
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(Amounts in thousands) |
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Short-term investments: |
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|
|
|
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U.S. Treasury bills |
|
$ |
201,554 |
|
|
$ |
55 |
|
|
$ |
(2 |
) |
|
$ |
201,607 |
|
Total |
|
$ |
201,554 |
|
|
$ |
55 |
|
|
$ |
(2 |
) |
|
$ |
201,607 |
|
Fair Value Measured on a Recurring Basis
Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of December 31, 2025 and 2024:
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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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(Amounts in thousands) |
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Assets: |
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|
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Cash and cash equivalents: |
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|
|
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Cash |
|
$ |
88,148 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
88,148 |
|
Money market accounts |
|
|
477,873 |
|
|
|
— |
|
|
|
— |
|
|
|
477,873 |
|
Total |
|
$ |
566,021 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
566,021 |
|
Marketable securities: |
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|
|
|
|
|
|
|
|
|
|
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U.S. Treasury bills |
|
$ |
— |
|
|
$ |
201,607 |
|
|
$ |
— |
|
|
$ |
201,607 |
|
Total |
|
$ |
— |
|
|
$ |
201,607 |
|
|
$ |
— |
|
|
$ |
201,607 |
|
Total assets |
|
$ |
566,021 |
|
|
$ |
201,607 |
|
|
$ |
— |
|
|
$ |
767,628 |
|
Liabilities: |
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|
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Contingent consideration |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,049 |
|
|
$ |
5,049 |
|
Noncurrent contingent consideration |
|
|
— |
|
|
|
— |
|
|
|
1,304 |
|
|
|
1,304 |
|
Total liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
6,353 |
|
|
$ |
6,353 |
|
|
|
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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(Amounts in thousands) |
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Assets: |
|
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|
|
|
|
|
|
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|
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Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
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Cash |
|
$ |
70,102 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
70,102 |
|
Money market accounts |
|
|
687,253 |
|
|
|
— |
|
|
|
— |
|
|
|
687,253 |
|
Foreign exchange forward contracts |
|
|
— |
|
|
|
287 |
|
|
|
— |
|
|
|
287 |
|
Total assets |
|
$ |
757,355 |
|
|
$ |
287 |
|
|
$ |
— |
|
|
$ |
757,642 |
|
Liabilities: |
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|
|
|
|
|
|
|
|
|
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Contingent consideration |
|
$ |
— |
|
|
$ |
17,126 |
|
|
$ |
— |
|
|
$ |
17,126 |
|
Noncurrent contingent consideration |
|
|
— |
|
|
|
— |
|
|
|
19,662 |
|
|
|
19,662 |
|
Total liabilities |
|
$ |
— |
|
|
$ |
17,126 |
|
|
$ |
19,662 |
|
|
$ |
36,788 |
|
Contingent Consideration – Earnout
In connection with the acquisition of Tantti (as defined below), the Company has an obligation to pay a maximum of $54.5 million (undiscounted) in contingent consideration earnout in cash over a three-year earnout period beginning January 1, 2025 and ending December 31, 2027. As of December 31, 2025, the fair value of the obligation is $6.4 million.
A reconciliation of the change in fair value of contingent consideration – earnout is included in the following table (amounts in thousands):
Balance at December 31, 2024 |
|
$ |
36,788 |
|
Decrease in fair value of contingent consideration earnouts |
|
|
(13,607 |
) |
Earnout payment - equity element |
|
|
(7,568 |
) |
Earnout payment - cash element |
|
|
(9,548 |
) |
Cumulative translation adjustment |
|
|
288 |
|
Balance at December 31, 2025 |
|
$ |
6,353 |
|
The recurring Level 3 fair value measurement of the contingent consideration obligation for Tantti includes the following significant unobservable inputs (amounts in thousands, except percent data):
Contingent Consideration Earnout |
|
Fair Value as of |
|
|
Valuation Technique |
|
Unobservable Input |
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Range |
|
Weighted Average(1) |
|
Commercialization-based payments |
|
|
|
|
Probability-weighted present value |
|
Probability of Success |
|
0% - 100% |
|
83% |
|
|
|
$ |
3,748 |
|
|
|
|
Earnout Discount Rate |
|
4.3% - 4.6% |
|
4.4% |
Revenue and Volume- |
|
|
|
|
Monte Carlo |
|
Volatility |
|
34.8% |
|
34.8% |
|
|
|
|
|
|
|
|
Revenue & Volume |
|
16.6% |
|
16.6% |
|
|
|
$ |
4 |
|
|
|
|
Earnout Discount Rate |
|
4.3% - 4.9% |
|
4.8% |
Manufacturing line expansions |
|
|
|
|
Probability-weighted present value |
|
Probability of |
|
0% - 100% |
|
100% |
|
|
|
$ |
2,601 |
|
|
|
|
Earnout Discount Rate |
|
4.3% - 4.6% |
|
4.6% |
(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.
Changes in the projected performance of the acquired business could result in a higher or lower contingent consideration obligation in the future.
Fair Value Measured on a Nonrecurring Basis
During the year ended December 31, 2025, there were no re-measurements to fair value of financial assets and liabilities that are measured at fair value on a nonrecurring basis.
Convertible Senior Notes
At December 31, 2025 and 2024, the fair value of the 2023 Notes was $603.1 million and $546.1 million, respectively. The fair value of the 2023 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2023 Notes as of December 31, 2025 and 2024. See Note 13, “Convertible Senior Notes”, for additional information.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 14, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 17, 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.