Investments and Fair Value of Financial Instruments | 3. Investments and Fair Value of Financial Instruments Marketable and Non-Marketable Investments The Company’s marketable and non-marketable investments have been classified and accounted for as available-for-sale. The Company’s marketable and non-marketable investments as of June 30, 2024 and December 31, 2023 were as follows (in thousands): June 30, 2024 Securities with net gains or losses in accumulated other comprehensive income (loss) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance Fair Value Marketable investments: Commercial paper $ 8,906 $ 1 $ (2) $ — $ 8,905 Certificate of Deposit 3,050 1 — — 3,051 U.S. treasury 7,761 — (104) $ — 7,657 U.S. states and municipalities 900 — — — 900 Corporate bonds 30,932 4 (86) — 30,850 Total 51,549 6 (192) — 51,363 Non-marketable investments: Non-marketable debt securities 10,000 96 — — 10,096 Total 10,000 96 — — 10,096 Total $ 61,549 $ 102 $ (192) $ — $ 61,459 December 31, 2023 Securities with net gains or losses in accumulated other comprehensive income (loss) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance Fair Value Marketable investments: Commercial paper $ 39,727 $ 32 $ (3) $ — $ 39,756 Certificate of Deposit 6,392 9 — — 6,401 U.S. treasury 10,226 — (160) — 10,066 U.S. states and municipalities 2,950 — (35) — 2,915 Corporate bonds 62,964 29 (430) — 62,563 Total $ 122,259 $ 70 $ (628) $ — $ 121,701 As of June 30, 2024, the total amortized cost basis of the Company’s available-for-sale debt securities, excluding non-marketable debt securities, is an unrealized loss position of $0.2 million, which was primarily attributable to rising interest rates since purchase. The Company reviewed its available-for-sale securities in an unrealized loss position and concluded that the decline in fair value was not related to credit losses and is recoverable. As of June 30, 2024, the Company’s non-marketable available-for sale debt securities were not in an unrealized loss position. During the three and six months ended June 30, 2024, no allowance for credit losses was recorded and instead the unrealized losses are reported as a component of accumulated other comprehensive loss. The following tables present the gross unrealized losses and the fair value for those marketable investments that were in an unrealized loss position for less than and more twelve months as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 Less than 12 months More than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Marketable investments: Commercial paper $ 5,834 $ (2) $ — $ — $ 5,834 $ (2) U.S. treasury — — 7,657 (104) 7,657 (104) Corporate bonds 5,003 (2) 9,665 (84) 14,668 (86) Total $ 10,837 $ (4) $ 17,322 $ (188) $ 28,159 $ (192) December 31, 2023 Less than 12 months More than 12 months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Marketable investments: Commercial paper $ 16,241 $ (3) $ — $ — $ 16,241 $ (3) U.S. treasury 5,677 (54) 4,389 (106) 10,066 (160) U.S. states and municipalities — — 2,915 (35) 2,915 (35) Corporate bonds 15,945 (2) 30,912 (428) 46,857 (430) Total $ 37,863 $ (59) $ 38,216 $ (569) $ 76,079 $ (628) The contractual maturities of the Company’s marketable investments as of June 30, 2024 (in thousands): June 30, 2024 Marketable investments: Amortized Cost Fair Value Due in one year $ 48,740 $ 48,607 Due in one to five years 2,809 2,756 Total $ 51,549 $ 51,363 Non-Marketable Investments During the three months ended March 31, 2024, the Company completed a strategic investment in a privately held company. Under the terms of the investment, the Company paid $10.0 million in exchange for shares of Series B preferred stock which represented an immaterial investment in the outstanding equity securities of the privately held company. The Company determined that the investment did not meet the criteria to be accounted for as an equity method investment under ASC 323. The investment was accounted for as an available-for-sale debt security in accordance with ASC 320 as the preferred stock contains a contingent redemption feature at the Company’s option. The investment is included in other non-current assets on the condensed consolidated balance sheet and changes in fair value are recorded in total other comprehensive (loss) income, net of tax. Fair Value of Financial Instruments 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: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as 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. Level 3 - 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 categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company classifies its cash equivalents and marketable investments within Level 1 and Level 2, as it uses quoted market prices or alternative pricing sources and models utilizing market observable inputs. The Company classifies its non-marketable investments in preferred stock in privately held companies within Level 3, as they do not have a readily determinable fair value. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations or alternative pricing sources. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. In addition, the Company assesses the inputs and methods used in determining the fair value in order to determine the classification of securities in the fair value hierarchy. Non-marketable investments classified within Level 3 of the fair value hierarchy are valued based on unobservable inputs that are supported by little or no market activity. Current financial information of private companies may not be available and consequently the Company estimates the fair value using inputs that are based on the best available information at the measurement date. Key inputs may include the most recent financial information, financial projections, and financing transactions available for the investee and other quantitative and qualitative factors. Additionally, based on the timing, volume, and other characteristics of the available information, the Company may supplement this information by using one or more valuation techniques, including market and income approaches. The Company did not hold any non-marketable investments classified within Level 3 as of June 30, 2023 or December 31, 2023. The following table summarizes the changes in fair value of our Level 3 non-marketable debt securities for the three and six months ended June 30, 2024 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2024 Balance, beginning of the period $ 10,000 $ — Total gains (losses) included in other comprehensive (loss) income 96 96 Purchases — 10,000 Balance, end of the period $ 10,096 $ 10,096 The Company did not hold any Level 3 marketable investments as of June 30, 2024 or December 31, 2023. During the six months ended June 30, 2024 and 2023, the Company did not have any transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy for marketable or non-marketable investments. Additionally, the Company did not have any financial assets and liabilities measured at fair value on a non-recurring basis as of June 30, 2024 or December 31, 2023. The following tables set forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy as of June 30, 2024 and December 31, 2023 (in thousands): As of June 30, 2024 Level 1 Level 2 Level 3 Fair Value Financial Assets Cash equivalents: Commercial paper $ — $ 137,612 $ — $ 137,612 Certificate of deposit — 14,587 — 14,587 Money market funds 52,804 — — 52,804 U.S. treasury 12,768 — — 12,768 Corporate bonds — 2,466 — 2,466 Marketable investments: Commercial paper — 8,905 — 8,905 Certificate of deposit — 3,051 — 3,051 U.S. treasury 7,657 — — 7,657 U.S. states and municipalities — 900 — 900 Corporate bonds — 30,850 — 30,850 Non-marketable investments: Non-marketable investments — — 10,096 10,096 Total $ 73,229 $ 198,371 $ 10,096 $ 281,696 As of December 31, 2023 Level 1 Level 2 Level 3 Fair Value Financial Assets Cash equivalents: Money market funds $ 86,991 $ — $ — $ 86,991 Marketable investments: Commercial paper — 39,756 — 39,756 Certificate of Deposit — 6,401 — 6,401 U.S. treasury 10,066 — — 10,066 U.S. states and municipalities — 2,915 — 2,915 Corporate bonds — 62,563 — 62,563 Total $ 97,057 $ 111,635 $ — $ 208,692 |