v3.26.1
Fair Value of Financial Assets and Liabilities
3 Months Ended
Apr. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value of Financial Assets and Liabilities Fair Value of Financial Assets and Liabilities

Assets and liabilities recognized or disclosed at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their respective fair values.

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes as of April 30, 2026 and January 31, 2026 by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular

input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

 

 

April 30, 2026

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

Money market funds

 

$

234,366

 

 

$

 

 

$

 

Restricted cash equivalents: money market funds

 

 

5,926

 

 

 

 

 

 

 

Short-term investments:

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

 

208,582

 

 

 

 

 

 

 

Commercial paper

 

 

 

 

 

2,331

 

 

 

 

Corporate bonds

 

 

 

 

 

151,832

 

 

 

 

Total assets

 

$

448,874

 

 

$

154,163

 

 

$

 

 

 

January 31, 2026

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

Money market funds

 

$

99,181

 

 

$

 

 

$

 

Corporate bonds

 

 

 

 

$

2,584

 

 

 

 

Restricted cash equivalents: money market funds

 

 

5,926

 

 

 

 

 

 

 

Short-term investments:

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

 

212,897

 

 

 

 

 

 

 

Commercial paper

 

 

 

 

 

4,601

 

 

 

 

Corporate bonds

 

 

 

 

 

193,151

 

 

 

 

Total assets

 

$

318,004

 

 

$

200,336

 

 

$

 

Liabilities

 

 

 

 

 

 

 

 

 

Public Warrants

 

$

128,363

 

 

$

 

 

$

 

Private Placement Warrants

 

 

 

 

 

 

 

 

44,945

 

Total liabilities

 

$

128,363

 

 

$

 

 

$

44,945

 

 

The fair value of cash held in banks and accrued and other current liabilities approximate the stated carrying value due to the short time to maturity and are excluded from the tables above.

Money Market Funds

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach. There were no realized or unrealized gains or losses on money market funds during the three months ended April 30, 2026 and 2025.

Short-term Investments

The fair value of the Company’s short-term investments classified within Level 1 are valued using quoted active market prices for the securities. The fair value of the Company’s short-term investments classified within Level 2 are valued using third-party pricing services. The pricing services utilize industry standard valuation models. Inputs utilized include market pricing based on real-time trade data for the same or similar securities and other significant inputs derived from or corroborated by observable market data.

Public and Private Placement Warrants

The Public Warrants are classified within Level 1 as they are publicly traded and had an observable market price in an active market.

The Private Placement Warrants (excluding the Private Placement Vesting Warrants) were valued based on a Black-Scholes option pricing model. Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants were valued using a model based on multiple stock price paths developed through the

use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. The Private Placement Warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because these valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility. The expected volatility input utilized for the fair value measurements of the Private Placement Warrants as of January 31, 2026 was 95%.

Contingent Consideration for Acquisitions

The Company has recorded contingent consideration liabilities in connection with its acquisitions of Salo Sciences and Sinergise (see Note 5 of the Company’s Consolidated Financial Statements included in the 2026 Form 10-K). The Company measures the fair value of the contingent consideration liabilities based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy.

The fair value of the contingent consideration liability for the Salo Sciences technical milestone payments is determined based on the present value of the probability-weighted payments for each of the two milestones. The significant unobservable inputs used in the fair value measurement are management’s estimate of the probability to achieve the technical milestone criteria and the discount rate. The Company determined that both of the technical milestone criteria were achieved during the fiscal year ended January 31, 2025.

The fair value of the contingent consideration liability for the Salo Sciences customer contract earnout payments is determined using a Monte Carlo simulation. The fair value estimate involves a simulation of future customer contract cash collections during the four-year performance period, the probability of entering into contracts with the named customers and discounting the probability-weighed earnout payments to present value. The significant unobservable inputs used in the fair value measurement are management’s estimate of obtaining the customer contracts, including probabilities, timing and contract values, and management’s estimate of the discount rate.

Level 3 Disclosures

The following is a roll-forward of Level 3 liabilities measured at fair value for the three months ended April 30, 2026 and 2025:

 

(in thousands)

 

Private
Placement
Warrants

 

 

Technical
Milestone
Contingent
Consideration
(1)

 

 

Customer
Contract
Earnout
Contingent
Consideration
(1)

 

Fair value at end of year, January 31, 2025

 

$

8,900

 

 

$

5,980

 

 

$

1,578

 

Payments

 

 

 

 

 

(3,250

)

 

 

(1,570

)

Change in fair value

 

 

(5,488

)

 

 

(33

)

 

 

(8

)

Fair value at April 30, 2025

 

$

3,412

 

 

$

2,697

 

 

$

 

 

 

 

 

 

 

 

 

 

 

Fair value at end of year, January 31, 2026

 

$

44,945

 

 

$

 

 

$

 

Private placement warrant exercises

 

 

(41,079

)

 

 

 

 

 

 

Change in fair value

 

 

(3,866

)

 

 

 

 

 

 

Fair value at April 30, 2026

 

$

 

 

$

 

 

$

 

 

(1) Changes in fair value of the contingent consideration liability for the Salo Sciences technical milestone payments are included within research and development expenses. Changes in fair value of the Salo Sciences contingent consideration liability for customer contract earnout payments are included within sales and marketing expenses.

Financial Instruments Not Recorded at Fair Value

As of April 30, 2026, $460.0 million in aggregate principal amount of the 2030 Notes (as defined below) was outstanding, with an estimated fair value of $1,442.9 million. The estimated fair value of the 2030 Notes was determined based on quoted market prices on the last trading day of the reporting period and are categorized as Level 2 financial instruments, as the 2030 Notes are not actively traded.

Other

The Company measures certain non-financial assets including property and equipment, and other intangible assets at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of April 30, 2026 and January 31, 2026, there were no material non-financial assets recorded at fair value.