Definition
Markup/Markdown
The difference between the prevailing market price of a security and the price a dealer charges or pays a customer in a principal transaction. A markup occurs when a dealer sells to a customer at a price higher than the prevailing market price; a markdown occurs when a dealer buys from a customer at a price lower than the prevailing market price. Both must be fair and reasonable based on current market conditions, and in certain transactions they must be disclosed on the customer confirmation. Subject to FINRA's 5% Policy, a guide (not a rule) adopted because most customer transactions carried a markup of 5% or less; a markup above 5% can be fair, and a markup of 5% or less can still be unfair, because the percentage is only one of the factors considered.
A broker-dealer purchases 500 shares of XYZ Corp at $50 per share ($25,000 total cost) and immediately sells them to a retail customer at $52 per share ($26,000 total). The $2 per share difference ($1,000 total) represents a 4% markup. This may have to be disclosed on the customer confirmation (for example, when a firm that is not a market maker buys the shares to fill the customer's order) and is evaluated for reasonableness based on factors including: the prevailing market price, the size of the transaction, the nature of the security (actively traded vs. thinly traded), and the services provided. A 4% markup on a small, thinly traded stock might be reasonable, while the same markup on a large, liquid stock might be excessive.
Students often incorrectly believe the 5% Policy is an absolute maximum that cannot be exceeded, when it is actually a guideline, markups above 5% may be justified in certain circumstances (e.g., thinly traded securities, small transactions). Another common mistake is confusing markups/markdowns (in principal transactions where the dealer owns the security) with commissions (in agency transactions where the dealer acts as broker). Many also forget that the markup is measured from the prevailing market price at the time of the transaction, not an arbitrary price (absent other bona fide evidence, the dealer's contemporaneous cost is the best indication of that price).
How is Markup/Markdown tested on the exam?
- Calculating markup or markdown percentages from the prevailing market price (often the dealer's contemporaneous cost) and the customer price
- Determining whether a markup/markdown is reasonable based on FINRA's 5% Policy and other factors
- Distinguishing between markup/markdown (principal transactions) and commissions (agency transactions)
- Identifying when a markup or markdown must be disclosed on the trade confirmation
- Evaluating whether factors justify a markup above 5% (security type, transaction size, market conditions)
Regulatory limits
Regulatory Limits
| Description | Limit | Notes |
|---|---|---|
| FINRA 5% Policy (guideline) | 5% of prevailing market price | A guide, not a rule. A markup above 5% may be fair given factors such as the type of security, its availability, its price, and the amount of money involved, and a pattern of 5% or less may still be unfair |
| Reasonableness standard | Based on prevailing market price at time of transaction | Factors include: type of security, availability in the market, price of the security, amount of money involved, disclosure, pattern of markups, and nature of the member's business |
| Disclosure requirement | Required on the confirmation in specified transactions | SEA Rule 10b-10: a firm that is not a market maker and trades to offset a customer order shows the difference from its contemporaneous price. FINRA Rule 2232(c): a principal trade in corporate or agency debt with a retail customer, offset the same day, shows the markup in dollars and as a percentage of prevailing market price |
Think of Markup = Mark UP the price when selling to customers (dealer profit added on top). Markdown = Mark down the price when buying from customers (dealer pays less than market). The 5% Policy is a guideline not a gate, you can exceed it with good reasons, but you must always be able to justify it based on the prevailing market price.
Practice questions
Test your understanding with the questions below. Pick an answer to reveal the explanation.
A broker-dealer purchases 100 shares of a thinly traded small-cap stock at $10 per share and sells them to a retail customer at $10.75 per share. The dealer spent significant time researching the security and executed the purchase through a hard-to-access market maker. The markup represents 7.5% of the dealer's cost. Which statement is most accurate regarding this transaction?
B is correct. The FINRA 5% Policy is a guideline, not a firm rule, and markups exceeding 5% may be justified by factors such as the security being thinly traded, the small dollar amount of the transaction, and the effort and cost of acquiring an inactive security. Disclosure is a factor, but disclosure alone does not justify an unfair markup, and fairness turns on all relevant circumstances. A is incorrect because the 5% Policy is not an absolute maximum; it's a guide that can be exceeded with proper justification. C is incorrect for the same reason; there is no requirement to reduce the markup to exactly 5%. D is incorrect because no rule excuses disclosure on the basis of a small dollar amount; whether the confirmation must show the markup depends on the type of transaction, not its size.
The Series 65 frequently tests whether candidates understand that the 5% Policy is a guideline rather than an absolute rule. Questions often present scenarios with markups above 5% and ask whether they are permissible based on contextual factors like security liquidity, transaction size, and dealer services.
What is the FINRA 5% Policy regarding markups and markdowns?
B is correct. The FINRA 5% Policy is a guide (not a rule) that FINRA adopted after studies showed most customer transactions carried a markup of 5% or less. The percentage is only one factor: a markup of 5% or even less may still be unfair, and this percentage may be exceeded if justified by factors such as the nature of the security, transaction size, or dealer services. A is incorrect because the 5% Policy is a guideline, not an absolute prohibition; markups can exceed 5% in appropriate circumstances. C is incorrect because dealers are not required to charge exactly 5%; the policy sets a reasonableness guideline, not a fixed rate. D is incorrect because the 5% Policy applies to both markups (when dealers sell) and markdowns (when dealers buy).
The Series 65 exam tests knowledge of specific regulatory thresholds and whether candidates understand the distinction between guidelines and firm rules. Knowing that the 5% Policy is flexible and applies to both markups and markdowns is critical for answering regulatory compliance questions.
A broker-dealer purchases 200 shares of ABC Corp at $40 per share (total dealer cost: $8,000) and sells them to a customer at $42.50 per share (total customer price: $8,500). What is the markup percentage based on the dealer's cost?
C is correct. Calculate the markup percentage: ($42.50 - $40.00) / $40.00 = $2.50 / $40.00 = 0.0625 = 6.25%. The markup is the difference between the dealer's cost ($40) and the customer price ($42.50), divided by the dealer's cost; here the dealer's contemporaneous cost stands in for the prevailing market price, which is what FINRA Rule 2121 measures from. A is incorrect (2.5% would result from an incorrect calculation). B is incorrect (5.0% would be the markup if the customer paid $42 per share: $2/$40 = 5%). D is incorrect (10% would require a much larger price difference). When evaluating reasonableness under the 5% Policy, note that this 6.25% markup exceeds the guideline and would need to be justified by factors such as the security type, transaction size, or market conditions.
Markup calculation questions are common on the Series 65 exam. Candidates must be able to calculate the percentage markup correctly (difference divided by dealer cost) and determine whether it falls within reasonable bounds under the 5% Policy guideline.
All of the following statements about markups and markdowns are accurate except:
C is correct (the exception). The statement is false. The 5% Policy is a guide, not an absolute maximum; markups and markdowns may exceed 5% if justified by factors such as the security being thinly traded, a small dollar amount, or a low share price. A is accurate: a markup is measured from the prevailing market price when a dealer sells to a customer. B is accurate: markdowns occur when dealers buy from customers at a price below prevailing market. D is accurate: FINRA Rule 2121 requires the price to be reasonably related to the prevailing market price, judged with all relevant factors.
The Series 65 exam uses negative stem questions to test complete understanding of regulatory concepts. Knowing that the 5% Policy is a flexible guideline (not an absolute limit) is essential for distinguishing true statements from false ones.
A broker-dealer that is not a market maker in the stock receives a customer's buy order, buys the shares at $25 each to fill it, and sells them to the customer at $26.50 each. Which of the following statements are true?
I. The $1.50 difference represents a 6% markup
II. The markup must be disclosed on the customer confirmation
III. The 5% Policy guideline has been violated and the transaction is prohibited
IV. The markup's reasonableness depends on factors including the security type and transaction size
C is correct (I, II, and IV). Statement I is true: The $1.50 markup on a $25 dealer cost equals 6% ($1.50 / $25 = 0.06 = 6%). Statement II is true: because the firm is not a market maker and bought the shares to offset a contemporaneous sale to the customer, SEA Rule 10b-10 requires the confirmation to show the difference between the customer's price and the firm's purchase price. Statement III is false: exceeding the 5% Policy guideline does not automatically make a transaction prohibited. The 5% Policy is a guideline, not a firm rule, and markups above 5% may be justified by factors such as thinly traded securities, a small dollar amount, a low share price, or the effort and cost of acquiring an inactive security. Statement IV is true: the reasonableness of any markup depends on multiple factors including the nature of the security (liquid vs. thinly traded), transaction size, expense to the dealer, services provided, and prevailing market conditions.
Roman numeral questions test candidates' ability to evaluate multiple statements simultaneously. Understanding that the 5% Policy is a guideline (not an absolute prohibition), that disclosure is required in specified transactions, and that reasonableness depends on transaction-specific factors is critical for Series 65 success.
What concepts relate to Markup/Markdown?
This term is part of this cluster :
Where does Markup/Markdown appear on the Series 65 exam?
This term is tested in the following Series 65 exam topics:
Where does Markup/Markdown appear on the Series 6 exam?
This term is tested in the following FINRA Series 6 topic areas: