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What is 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.

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Definition

Markup/Markdown

Investment Vehicles High Relevance

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.

// EXAMPLE

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.

// COMMON_CONFUSION

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.

Question 1

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?

Question 2

What is the FINRA 5% Policy regarding markups and markdowns?

Question 3

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?

Question 4

All of the following statements about markups and markdowns are accurate except:

Question 5

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

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:

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