Fair Value of Financial Instruments | 4. f air value of financial instruments The Company’s financial instruments that are measured at fair value on a recurring basis consist of cash equivalents, marketable securities, corporate equity securities of Verve Therapeutics, Inc., or Verve, and Prime Medicine, Inc., or Prime, contingent consideration liabilities related to the Agreement and Plan of Merger, dated February 23, 2021, between Guide Therapeutics, Inc., or Guide, and the Company, or the Guide Merger Agreement, success payment derivative liabilities pursuant to the license agreement, or the Harvard License Agreement, between President and Fellows of Harvard University, or Harvard, and the Company, the license agreement, or the Broad License Agreement, between The Broad Institute, Inc., or Broad Institute, and the Company, and settlement payment derivative liabilities associated with a settlement agreement, between the Company and a research institution. The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at September 30, 2024 (in thousands): Carrying Fair Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 178,597 $ 178,597 $ 178,597 $ — $ — Commercial paper 51,443 51,443 — 51,443 — Marketable securities: Commercial paper 217,714 217,714 — 217,714 — Corporate notes 115,568 115,568 — 115,568 — U.S. Treasury securities 227,457 227,457 — 227,457 — U.S. Government securities 125,943 125,943 — 125,943 — Corporate equity securities 8,872 8,872 8,872 — — Total assets $ 925,594 $ 925,594 $ 187,469 $ 738,125 $ — Liabilities Success payment liability – Harvard $ 4,000 $ 4,000 $ — $ — $ 4,000 Success payment liability – Broad Institute 4,400 4,400 — — 4,400 Derivative settlement liability 5,276 5,276 — — 5,276 Contingent consideration liability – Technology 484 484 — — 484 Contingent consideration liability – Product 620 620 — — 620 Total liabilities $ 14,780 $ 14,780 $ — $ — $ 14,780 The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at December 31, 2023 (in thousands): Carrying Fair Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 435,689 435,689 $ 435,689 $ — $ — Marketable securities: Commercial paper 285,289 285,289 — 285,289 — Corporate notes 23,525 23,525 — 23,525 — U.S. Treasury securities 152,147 152,147 — 152,147 — U.S. Government securities 271,145 271,145 — 271,145 — Corporate equity securities 21,875 21,875 21,875 — — Total assets $ 1,189,670 $ 1,189,670 $ 457,564 $ 732,106 $ — Liabilities Success payment liability – Harvard $ 5,200 $ 5,200 $ — $ — $ 5,200 Success payment liability – Broad Institute 5,600 5,600 — — 5,600 Contingent consideration liability – Technology 1,371 1,371 — — 1,371 Contingent consideration liability – Product 1,352 1,352 — — 1,352 Total liabilities $ 13,523 $ 13,523 $ — $ — $ 13,523 Cash equivalents – Money market funds included within cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Commercial paper and corporate notes are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Marketable securities – Marketable securities, excluding corporate equity securities (held in Verve and Prime), are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies. The Company holds an investment in Verve consisting of shares of Verve’s common stock. As of September 30, 2024, the Company owned 546,970 shares of Verve's common stock valued at $ 2.7 million, which is included in marketable securities in the condensed consolidated balance sheet. The Company also holds an investment in Prime consisting of 1,608,337 shares of Prime's common stock. As of September 30, 2024, the Company's investment in Prime's common stock was valued at $ 6.2 million, which is included in marketable securities in the condensed consolidated balance sheet. Pursuant to ASC 825, Financial instruments , the Company records changes in the fair value of its investments in equity securities to other income (expense), in the Company’s condensed consolidated statements of operations. The following table summarizes other income (expense) recorded due to changes in the fair value of corporate equity securities held (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Other income (expense) $ ( 2,064 ) $ ( 11,221 ) $ ( 13,003 ) $ ( 17,870 ) Success payment liabilities – As discussed further in Note 7, License agreements , the Company is required to make payments to Harvard and Broad Institute based upon the achievement of specified multiples of the market value of the Company's common stock, at specified valuation dates. The Company’s liability for the share-based success payments under the Harvard License Agreement and the Broad License Agreement is carried at fair value. To determine the estimated fair value of the success payment liability, the Company uses a Monte Carlo simulation methodology, which models the future movement of stock prices based on several key variables. The following variables were incorporated in the calculation of the estimated fair value of the Harvard and Broad Institute success payment liabilities: Harvard Broad Institute September 30, December 31, September 30, December 31, Fair value of common stock (per share) $ 24.50 $ 27.22 $ 24.50 $ 27.22 Expected volatility 79 % 80 % 80 % 79 % Expected term (years) 0.04 - 4.74 0.06 - 5.49 0.04 - 5.61 0.06 - 6.36 The computation of expected volatility was estimated using available information about the historical volatility of stocks of similar publicly traded companies in addition to the Company's own data for a period matching the expected term assumption. In addition, the Company incorporated the estimated number, timing, and probability of valuation measurement dates in the calculation of the success payment liability. The following table reconciles the change in the fair value of success payment liabilities based on Level 3 inputs (in thousands): Nine Months Ended September 30, 2024 Harvard Broad Institute Total Balance at December 31, 2023 $ 5,200 $ 5,600 $ 10,800 Change in fair value ( 1,200 ) ( 1,200 ) ( 2,400 ) Balance at September 30, 2024 $ 4,000 $ 4,400 $ 8,400 Derivative settlement liability – On July 19, 2024, the Company entered into a settlement agreement with a research institution pursuant to which, in exchange for a release of claims in its favor, the Company agreed, among other things, to pay the research institution an upfront payment of $ 15.0 million and to make additional payments contingent upon the development and commercialization of BEAM-102 and BEAM-302. These contingent payments consist of certain development, regulatory, and sales-bas ed milestone payments, as well as 1 % royalty through 2038. Any amounts due must be settled in cash. The maximum amount of development and regulatory milestone payments under the settlement agreement is $ 15.0 million, and the maximum amount of sales milestone payments is $ 35 million, per program. The Co mpany paid the $ 15.0 million upfront payment during the three months ended September 30, 2024. There was no material charge related to this settlement in the three or nine months ended September 30, 2024 as the settlement value was substantially accrued in prior periods. The contingent settlement payments are accounted for as a derivative under Accounting Standards Codification 815, Derivatives and Hedging, as the potential payments meet the definition of a derivative and are not subject to any scope exceptions. The derivative liability is recorded at fair value on the Company's balance sheet with changes in value recognized in interest and other income (expense) in the consolidated statement of operations and other comprehensive loss. To determine the estimated fair value of the liability, the Company applied a probability-based model, which utilized inputs based on the potential achievement and related timing of certain development, regulatory and sales-based milestones that were unobservable in the market. This derivative liability is classified within Level 3 of the fair value hierarchy above. The following assumptions were incorporated in the calculation of the fair value of the derivative liability: Milestones September 30, Discount rate 10.00 % Probability of achievement of settlement payments 3 %- 44 % Projected Year of achievement of settlement payments 2027 - 2038 The following table reconciles the change in fair value of the derivative liability based on level 3 inputs (in thousands): Nine Months Ended September 30, 2024 Total Balance at December 31, 2023 $ — Initial recognition of derivative liability 5,276 Balance at September 30, 2024 $ 5,276 Contingent consideration liabilities – Under the Guide Merger Agreement, Guide’s former stockholders and optionholders are eligible to receive up to an additional $ 100.0 million in technology milestone payments and $ 220.0 million in product milestone payments, payable in the Company’s common stock valued using the volume-weighted average price of the Company’s stock over the ten-day trading period ending two trading days prior to the date on which the applicable milestone is achieved. As these milestones are payable with a variable number of shares of the Company’s common stock, the milestone payments result in liability classification under ASC 480, Distinguishing Liabilities from Equity . These contingent consideration liabilities are carried at fair value which was estimated by applying a probability-based model, which utilized inputs based on timing of achievement that were unobservable in the market. These contingent consideration liabilities are classified within Level 3 of the fair value hierarchy. The following variables were incorporated in the calculation of the estimated fair value of the contingent consideration liabilities: Technology Milestones Product Milestones September 30, December 31, September 30, December 31, Discount Rate 10.00 % 10.00 % 10.00 % 10.00 % Probability of Achievement 2 % 2 - 5 % 1 - 2 % 1 - 2 % Projected Year of Achievement 2026 2025 2028 - 2034 2025 - 2031 The following table reconciles the change in fair value of the contingent consideration liabilities based on level 3 inputs (in thousands): Nine Months Ended September 30, 2024 Technology Milestones Product Milestones Total Balance at December 31, 2023 $ 1,371 $ 1,352 $ 2,723 Change in fair value ( 887 ) ( 732 ) ( 1,619 ) Balance at September 30, 2024 $ 484 $ 620 $ 1,104 |