On September 28, 2026, after increasing their scrutiny of private asset valuations, the U.S. Securities and Exchange Commission (SEC) issued its Statement on Fair Value Measurement and Disclosure Considerations for Private Assets.¹ The SEC’s statement did not announce a change in regulation of asset valuations or disclosures but provided a “critical reminder” for asset managers to maintain rigor over how their assets are valued and how valuations and risk characteristics are disclosed to investors. 

Notably, the SEC’s statement incorporates four regulations that relate to valuation and/or disclosures: the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification 820;² the Investment Company Act of 1940; Regulation S-X; and the Public Company Accounting Oversight Board (PCAOB) Auditing Standard (AS) 2501: Auditing Accounting Estimates, Including Fair Value Measurements, highlighting that they are scrutinizing asset managers’ valuation processes and disclosures with each of these regulations in mind.

None of the above regulations have changed; however, asset managers, the products which they offer, and the markets in which they operate have changed meaningfully in the past few years. The SEC’s statement promotes greater consistency and clarity in the financial information provided to investors, with a specific callout to private credit managers and investors.

Key Takeaways

• Managers should have thoughtful valuation policies and procedures to estimate the fair value of their assets that are then clearly disclosed to investors.
• Information is the basis for valuations and reporting. As such, information rights should be negotiated such that sufficient information is provided at an appropriate cadence to support the manager’s ongoing monitoring and financial reporting processes.
• Fair value must reflect a market-participant perspective. Borrower-specific information is important, but it may need to be supplemented by broader market evidence, including credit spreads, liquidity conditions, and the returns market participants would require for the risks involved.
• Calibration remains fundamental. Transaction price provides a vital initial reference point, but models and assumptions should be periodically reassessed for consistency against available market evidence, such as comparable transactions, public market equivalents, secondary indications, and relevant credit indices.
• Disclosure should clearly communicate the valuation techniques used, significant inputs employed (e.g., discount rates, credit spreads, comparable transaction data, etc.), and how changes to those inputs might change value conclusions. Further, the SEC notes that boilerplate or overly aggregated disclosures may not provide adequate information on which investors can evaluate their investments.
• Transparency of portfolio risk characteristics and performance are highlighted as areas where investors would benefit from clear disclosures around the evolving performance and risks associated with investments (e.g., payment-in-kind status and the implications for fund cash flow).
• Net asset value is not an automatic default proxy for fair value of an interest in a private fund. Where the NAV practical expedient is used for private fund interests, management needs to assess whether the applicable criteria to use the practical expedient have been met. Further, they must consider reasonably available market information, such as secondary market activity, in reaching and documenting their conclusions.
• Auditors are reminded of their responsibilities and the part that they play in an investor’s diligence process.

The SEC staff statement is not a new rule, and it expressly states that it creates no new or additional legal obligations. Rather, it reinforces the SEC’s expectations around the application of existing accounting and regulatory frameworks intended to provide investors with transparency through material disclosure, implicitly noting that there is room for improvement.

Where Stout Can Help

At Stout, each of the above principles have been, and continue to be, at the heart of our valuation process for private assets. We’ve recently launched Drivr, our new private asset intelligence platform for valuation, risk, and portfolio monitoring that embodies these principles.

Drivr was built with the input of valuation professionals, CFOs, risk, and data teams from over 100 asset managers to:

• Add unprecedented consistency and transparency to the valuation process, whether valuations are performed daily, monthly, quarterly, semi-annually, or annually.
• Better integrate the valuation and portfolio monitoring functions, ensuring consistency of data, judgment, and calculations across teams and over time.
• Enable clients to simplify the collection, structuring, and reconciling of investment data for use in their valuation, monitoring and reporting processes (any metric/KPI with any frequency).
• Integrate investment level, sector, and/or portfolio level analytics for valuation, risk management, and management and investor reporting purposes.
• Seamlessly synthesize an ever-growing body of market, public, and private data (yields/spreads, multiples, secondary data, marks of other market participants in the same trades [from public sources], etc.).
• Allow clients to provide auditors access (at the client’s discretion) to active models, market data, judgement behind key assumptions, and linked source documents.
• Provide clients the ability to report to any interested parties with any frequency, leveraging the same verified and source-linked data.

Drivr is the first platform to give clients the option to leverage “just” the platform for their internal valuation, risk, and reporting requirements or to also take advantage of Stout’s seamlessly integrated independent valuation opinions.

Reach out and we will show you how Drivr can be configured to work with your existing valuation, risk, and monitoring processes while providing opportunities to streamline and improve your processes. Drivr can also help enhance your compliance with existing accounting and disclosure rules and the recent SEC guidance.

1. Kurt Holh and Brian Daly, “Statement on Fair Value Measurement and Disclosure Considerations for Private Assets,” U.S. Securities and Exchange Commission, statement, September 28, 2026. Full text accessible here: https://www.sec.gov/newsroom/speeches-statements/hohl-daley-statement-fair-value-measurement-disclosure-considerations-private-assets-092806
2. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement.