VERACYTE, INC.VCYT
VERACYTE, INC. Fair Value Disclosure
Fair Value Measurements
The Company records certain of its financial assets and liabilities at fair value. The accounting guidance for fair value provides a framework for measuring fair value and clarifies the definition of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
•Level I: Inputs which include quoted prices in active markets for identical assets and liabilities;
•Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair value of the Company’s financial assets includes treasury bills, money market funds and deposits for leases of the Company's facilities. Included in cash and cash equivalents as of December 31, 2025 and 2024 were $50.3 million and $50.4 million, respectively, of treasury bills with maturities at the time of purchase of three months or less, which are Level I assets as described above. Money market funds, included in cash and cash equivalents in the accompanying consolidated balance sheets, was $29.3 million and $1.6 million as of December 31, 2025 and 2024, respectively, and are Level I assets as described above. The deposits for the leases, included in restricted cash, was $1.6 million and $1.5 million as of December 31, 2025 and 2024 respectively, and are Level I assets. There were no transfers between Levels 1, 2 or 3 for the years ended December 31, 2025, 2024, and 2023.
As part of the Company’s agreement to acquire the exclusive global diagnostic license to the nCounter Analysis System, the Company may pay up to an additional $10.0 million in cash, contingent upon first achievement or occurrence, by or on behalf of the Company, of the commercial launch of the first, second and third diagnostic tests for use on the nCounter multiplex analysis system. This contingency was valued at $6.1 million as of the acquisition date and is remeasured to fair value at each reporting date until the contingent consideration is settled, with the corresponding changes included in general and administrative expense in the Company's consolidated statements of operations. As of December 31, 2025 and 2024, this contingency was remeasured to $1.6 million and $3.2 million, respectively. For the years ended December 31, 2025 and 2023, reversal of expenses of $1.7 million and $5.4 million were recorded. For the year ended December 31, 2024, expense of $0.1 million was recorded. As of December 31, 2025, the achievement of one of the milestones is forecasted to occur within the next 12 months. As a result, $1.3 million of the contingent consideration is included in short-term liabilities at December 31, 2025.
The contingent consideration related to the C2i Acquisition as discussed in Note 4, Business Combination, is dependent on the achievement of certain milestones on or before January 1, 2026 and is payable in cash or shares of the Company’s
common stock, at the Company’s election, of up to $25 million and was valued at $17.2 million. The fair value of the contingent consideration related to the C2i Acquisition will be remeasured to fair value at each reporting date until the contingent consideration is settled or expires, with the corresponding changes included in general and administrative expense. As of December 31, 2025 and 2024, this contingency was remeasured to zero and $14.3 million, respectively. For the years ended December 31, 2025 and 2024, a reversal of expense of $13.6 million and an expense of $2.1 million, respectively, was recorded. During the years ended December 31, 2025 and 2024, milestones were achieved resulting in payments of $0.7 million and $5.0 million, respectively. On January 1, 2026, the remaining milestones had not been achieved and the contingent obligation expired.
The fair value of contingent consideration includes inputs that are not observable in the market and thus represents a Level III financial liability. The estimation of the fair value of the contingent consideration is based on the present value of the expected payments calculated by assessing the likelihood of when the related milestones would be achieved and estimating the Company's borrowing rate. These estimates form the basis for making judgments about the carrying value of the contingent consideration that are not readily apparent from other sources. Changes to the forecasts for the achievement of the milestones and the borrowing rate can significantly affect the estimated fair value of the contingent consideration. As of December 31, 2025 and 2024, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs:
| Value or Range (Weighted-Average) | ||||||||||||||
| Unobservable input | December 31, 2025 | December 31, 2024 | ||||||||||||
| Discount rate | 4.8% | 5.1% - 6.2% (5.3%) | ||||||||||||
| Probability of achievement | 4% - 40% (34%) | 10% - 90% (86%) | ||||||||||||
Short-Term Investments Held-to-Maturity
The Company's short-term investments consist of United States treasury securities with maturities, at the time of purchase, that were between three months and one year. The Company classifies these investments as held-to-maturity debt securities, which are reported at amortized cost, and are Level I assets as described above. As of December 31, 2025 and 2024, short-term investments comprised United States treasury bills recorded at amortized cost of $50.3 million and $50.4 million, with fair values of approximately $50.4 million and $50.4 million, respectively. As of December 31, 2025 and 2024, gross unrealized gains on short-term investments were $0.1 million and zero, respectively. As part of its banking partner diversification efforts, the Company sold $40.0 million United States treasury bills with an amortized cost of $39.8 million, netting proceeds of $39.8 million and realized a gross gain of $13 thousand during the year ended December 31, 2023. No realized gains or losses on short-term investments were recognized in 2025 or 2024.
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.