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ASC 820 Level 1: Equity Lockups and Blockage Discounts

An unadjusted quote for identical shares in an active, accessible market is Level 1; holder-specific lockups and block size do not change it. Below: compare the same investment with one fact changed each time.

The ruleUse the unadjusted quote for identical shares in an active principal market accessible at the measurement date. Holder-specific contractual sale restrictions and blockage discounts do not change that price or its Level 1 classification.

Try one first

Pine Co. holds common shares of a public company acquired in a private placement. Each share is legally identical to the issuer's exchange‑traded common shares, but Pine is subject to a 180‑day contractual restriction on selling its shares. On December 31, 20X5, identical unrestricted shares trade in an active market at $42 per share. Pine would pay a 3% brokerage commission if it sold the shares, and management estimates the 180‑day restriction would reduce proceeds by $5 per share if that restriction were considered in pricing. Assume the unit of account is an individual share, there is no blockage factor, and absent the contractual restriction the security would qualify for Level 1. Under current U.S. GAAP, which conclusion is most appropriate for Pine's December 31, 20X5 fair value measurement?
Hint

Under ASC 820, ask whether the unit of account makes the restriction holder‑specific and recall how transaction costs affect (or do not affect) the measured fair value.

Same scenario, one fact changes

Base case

At December 31, 20X5, Harlan Co. measures 100,000 common shares at fair value. Each share is the unit of account. Its only valuation input is a current $40 quote for identical unrestricted shares in an active, accessible principal market. The quote reflects orderly transactions. Harlan has no sale restriction, and no adjustments are needed.

Answer: $4,000,000; Level 1.

100,000 × $40 = $4,000,000. The unadjusted quote is for identical shares in an active market Harlan can access, so it is Level 1.

Before you open each one, predict the answer.

Change 1Harlan now has a holder-specific 180-day contractual sale restriction that would not transfer with the shares.

Answer: $4,000,000; Level 1.

The lockup does not matter to this measurement: it limits Harlan, not the shares. The unadjusted $40 quote remains Level 1.

Change 2Harlan now expects selling its entire position at once would depress the price.

Answer: $4,000,000; Level 1.

Block size does not matter to this measurement. Each share is the unit of account, so use $40 without a blockage discount.

Change 3The market is now inactive; the $40 quote remains current, observable, and representative of orderly transactions.

Answer: $4,000,000; Level 2.

The quote remains usable, so the amount stays $4,000,000. An observable quote for identical shares in an inactive market is Level 2.

Change 4The only available input is now a $40 model estimate using significant unobservable assumptions, not a quoted price.

Answer: $4,000,000; Level 3.

The estimate still produces $4,000,000. Significant unobservable inputs make the measurement Level 3; using a model alone would not.

Key points

  • Remember: Classify the valuation input, not the holder's ability to sell or the size of its position.
  • Fair value excludes brokerage commissions; it is not net sale proceeds.
  • A model is not automatically Level 3; significant unobservable inputs make it Level 3.

How the exam traps you

  • Discounting the quote for a holder-specific contractual lockup. Ignore the holder-specific restriction. Use the unadjusted active-market quote.
  • Reducing the quote because selling the entire block would depress prices. Multiply the individual share quote by the share count. Do not apply a blockage discount.
  • Using the full quote but labeling restricted shares Level 2. The restriction does not change the input. An unadjusted active-market quote for identical shares remains Level 1.

Now the same facts as questions

Each question changes one fact from the one before. Watch which change flips the answer.

Question 1

At December 31, 20X5, Harlan Co. measures 100,000 common shares at fair value. Each share is the unit of account. Its only valuation input is a current $40 quote for identical unrestricted shares in an active, accessible principal market. The quote reflects orderly transactions. Harlan has no sale restriction, and no adjustments are needed. What are fair value and hierarchy level?

Question 2

Same facts, except Harlan has a holder-specific 180-day contractual sale restriction that would not transfer with the shares. What are fair value and hierarchy level?

Question 3

Same facts, except Harlan expects selling its entire position at once would depress the price. What are fair value and hierarchy level?

Question 4

Same facts, except the market is inactive; the $40 quote remains current, observable, and representative of orderly transactions. What are fair value and hierarchy level?

Question 5

Same facts, except the only available input is a $40 model estimate using significant unobservable assumptions, not a quoted price. What are fair value and hierarchy level?

5 more, each from a different angle

0 of 5 answered · 0 correct

Question 2

At December 31, 20X5, Lark Co. reports the following recurring fair value measurements under U.S. GAAP. Assume no blockage factors apply, all markets referenced are accessible, and Lark made no adjustments to third-party prices. 1. Lark owns shares of a publicly traded equity security. Identical unrestricted shares trade on an active exchange. Lark's shares are subject to a 6-month contractual sale restriction that is specific to Lark and does not transfer with the shares. 2. Lark owns a municipal bond that does not trade frequently. A pricing service provided the year-end price using recent trades of comparable bonds, benchmark yield curves, and observable credit spreads. 3. Lark owns an interest in an investee with the attributes of an investment company. Lark measures the interest at fair value using the investee's reported NAV per share as a practical expedient. Which conclusion is most appropriate regarding fair value hierarchy classification?
Hint

Evaluate each item separately by asking what the significant inputs are and whether any quoted price or restriction actually affects the fair value measurement under ASC 820.

Question 3

On December 31, Year 1, Bex Co. is preparing its recurring fair value disclosures under U.S. GAAP. Bex holds two investments: 1. Shares of a publicly traded common stock that are measured using the unadjusted quoted price for the identical shares on an active exchange. Bex is subject to a one-year contractual sale restriction on these shares. 2. An investment in a real estate fund with no quoted market price. The investment qualifies for, and Bex elects to use, the NAV practical expedient to measure fair value. Which response is required for fair value hierarchy classification?
Hint

Analyze each investment separately, and remember that not every fair value amount ends up labeled Level 1, Level 2, or Level 3.

Question 4

At December 31, Year 1, Orion reports two recurring fair value measurements: 1. Orion holds shares of a publicly traded company. Identical unrestricted shares trade in an active market at $48 per share. Orion's shares cannot be sold for 90 days because of a separate contractual sale restriction that is specific to Orion and would not transfer with the shares. 2. Orion has a long-dated interest rate swap. Orion values the swap using a standard discounted cash flow model with observable forward rate curves. Orion also applies an internally developed adjustment for nonperformance risk, and that unobservable adjustment is significant to the measurement. Assume no quoted price for the identical swap is available. Which treatment is correct?
Hint

Analyze each item separately: ask whether the restriction is a characteristic of the asset itself, and then identify the lowest significant input used in the valuation.

Question 5

On December 31, Year 1, Hall Co. holds 200,000 unrestricted shares of Delta Corp. common stock, measured at fair value on a recurring basis. Delta's shares trade on an active national exchange, and the quoted closing price for identical unrestricted shares at the measurement date is $40 per share. Hall's treasury group contends that selling Hall's entire block at once would likely depress the market price and recommends applying a 6% block discount. The exchange is Hall's principal market and no other adjustments are needed. Under ASC 820, what is the best measurement and fair value classification?
Hint

Ask whether the suggested discount relates to the asset itself or to Hall's ownership size; recall ASC 820's priority for unadjusted quoted prices in an active (principal) market.

Question 6

On 12/31/20X5, Norwood Co. holds 8,000 shares of a publicly traded equity security measured at fair value on a recurring basis. Identical unrestricted shares trade on an active exchange at $25 per share that date. Under a separate acquisition agreement, Norwood may not sell its shares for 12 months. The restriction is specific to Norwood, would not transfer with the shares to a market participant, and no other adjustments are relevant. What is the best conclusion regarding Norwood's 12/31/20X5 fair value measurement?
Hint

First decide whether the sale restriction would transfer with the shares to a market participant (asset attribute) or is specific to Norwood (holder-specific); then decide if the active-market quoted price should be adjusted.

Drill all 125 Fair value measurement concepts and classification questionsMixed across every rule in the topic, so you have to spot which one applies. That is how the exam does it.

Common questions

Does a contractual stock lockup change Level 1 fair value?

A holder-specific contractual sale restriction does not change fair value or Level 1 classification. Use the unadjusted quote for identical unrestricted shares in an active market the entity can access.

Can ASC 820 fair value include a blockage discount?

No. When the unit of account is an individual share and a Level 1 quote is available, multiply that quote by the share count without a block-size discount.

Is a quoted price for identical shares always Level 1?

No. Level 1 requires an active market the entity can access; an observable quote for identical shares in an inactive market is Level 2.

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