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FASB proposes to simplify ‘own equity’ guidance

Defining Issues | November 2026

The proposal would replace the ‘fixed-for-fixed’ assessment in the indexation guidance with an ‘acceptable variables’ approach.

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The proposed ASU would simplify the indexation guidance – which is one component of the ‘own equity’ guidance in ASC 815-40 – by specifying acceptable variables that can affect the settlement amount of a contract on an entity’s own stock without precluding equity classification. An entity’s own operations or activities would be included as an acceptable variable. Additionally, the proposal would require new disclosures for equity-classified contracts.

Applicability

  • All entities with contracts that are potentially indexed to, and potentially settled in, their own stock, including freestanding financial instruments (e.g., warrants and forwards) and embedded features (e.g., conversion options in convertible debt).

Relevant dates

  • Exposure draft issued November 2, 2026
  • Comments due January 4, 2027

Simplifying existing indexation guidance

Under ASC 815-40, a contract that is indexed to, and potentially settled in, the entity’s own stock is analyzed under both indexation guidance and equity classification guidance (collectively referred to as the ‘own equity’ guidance). Under the indexation guidance, an entity evaluates whether a contract is indexed to its own stock using a two-step approach: Step 1 evaluates contingent exercise provisions, and Step 2 evaluates settlement provisions. Under Step 2, an instrument meets the indexation guidance if its settlement amount equals the difference between the fair value of a fixed number of the entity’s shares and a fixed amount. If the settlement amount can be adjusted, the contract meets the Step 2 guidance only if all variables that could affect settlement are inputs to the fair value of a fixed-for-fixed forward or option on equity shares (this analysis is referred to as the ‘fixed-for-fixed’ assessment).

However, determining whether variables that could affect settlement are consistent with fair value inputs into a fixed-for-fixed forward or option pricing model can be complex and has led to financial statement errors and diversity in practice. To address this issue, the FASB has proposed amendments to ASC 815-40 to simplify Step 2 of the indexation guidance and improve the usefulness of information provided to investors. The proposal would not revise analyses performed under Step 1 of the indexation guidance or under the equity classification guidance (i.e. the remainder of the ‘own equity’ guidance).

Proposed acceptable variables approach

Under the proposed amendments, Step 2 would no longer require performing a fixed-for-fixed assessment. Instead, an instrument or embedded feature would be considered indexed to the entity’s own stock if the only variables (or contingent events) that could cause the settlement amount to vary – including through an adjustment to the strike price or the number of shares used to calculate the settlement amount – are related to the following acceptable variables, (regardless of the magnitude of the adjustment):

  1. The entity’s own stock price
  2. The term of the instrument
  3. The entity’s own expected dividends or other dilutive activities
  4. Stock borrow costs associated with the entity’s own stock
  5. Interest rates
  6. The entity’s own stock price volatility
  7. The entity’s own credit spread
  8. The entity’s own operations or activities

If any variable (or contingent event) that could cause the settlement amount to vary does not relate to the specified acceptable variables, the instrument (or embedded feature) would not be considered indexed to the entity’s own stock. Further, other guidance (e.g., Step 1 of the indexation guidance or the equity classification guidance) may also require liability classification.

Proposed removal of the down round scope exception

The proposed amendments would remove the down round feature scope exception in ASC 815-40, along with the related guidance in ASC 260 and ASC 505. A strike price adjustment triggered by a subsequent equity issuance, or by the issuance or modification of an equity-linked instrument, would be considered related to the entity’s own operations or activities (an acceptable variable) and would therefore not preclude indexation. As a result, the down round scope exception would no longer be needed.

Proposed disclosure requirements

For equity-classified contracts, entities would disclose in annual reporting periods information about variables (or contingent events) that could have a significant effect on the settlement amount. They would also disclose information about any such changes or events during the period that had a significant effect on the settlement amount and what caused them (e.g., a strike price reduction triggered by a financing event or change in control).

Proposed effective date and transition

  • The effective date and whether early adoption should be permitted will be determined by the FASB after it considers stakeholder feedback on the proposed amendments.
  • Transition would be modified prospective, applying to contracts outstanding at adoption and those entered into afterward.
  • Outstanding freestanding instruments and embedded features that are reclassified to equity on adoption would be remeasured at fair value immediately before reclassification, with no reversal of prior fair value changes recognized in earnings. A previously bifurcated feature would not be recombined with its host contract.
  • Entities would disclose the nature of and reason for the change in accounting principle and any amounts reclassified to equity on adoption.

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Lisa Blackburn
Partner, Dept. of Professional Practice, KPMG US
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Meaghan Wrona
Managing Director, Dept. of Professional Practice, KPMG US

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