Markup/Markdown
Markup/Markdown
The difference between a dealer's cost and the price charged to a customer in a principal transaction. A markup occurs when a dealer sells to a customer at a price higher than the dealer's cost; a markdown occurs when a dealer buys from a customer at a price lower than the prevailing market price. Both must be disclosed to customers and must be reasonable based on current market conditions. Subject to FINRA's 5% Policy, which is a guideline (not a firm rule) suggesting total transaction costs should typically not exceed 5% of the prevailing market price.
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 must be disclosed on the customer confirmation 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 guidelineâmarkups 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 calculated from the dealer's actual cost, not an arbitrary price, and must be based on the prevailing market price at the time of the transaction.
How This Is Tested
- Calculating markup or markdown percentages given dealer cost and 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 required disclosure of markup/markdown to customers on trade confirmations
- Evaluating whether factors justify a markup above 5% (security type, transaction size, market conditions)
Regulatory Limits
| Description | Limit | Notes |
|---|---|---|
| FINRA 5% Policy (guideline) | 5% of prevailing market price | Guideline, not a firm rule. Markups/markdowns may exceed 5% if justified by factors such as security type, transaction size, or market conditions |
| Reasonableness standard | Based on prevailing market price at time of transaction | Factors include: nature of security, size of transaction, expense to dealer, services provided, dealer risk, market patterns |
| Disclosure requirement | Must disclose markup/markdown to customer | Required on trade confirmation; amount must be based on current market price |
Example Exam Questions
Test your understanding with these practice questions. Select an answer to see 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 transaction size, the dealer's research effort, and difficulty accessing the security. The markup must be disclosed and evaluated for reasonableness based on all circumstances. A is incorrect because the 5% Policy is not an absolute maximumâit's a guideline 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 disclosure of markup/markdown is required regardless of the dollar amount involved.
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 guideline (not a firm rule) suggesting that total transaction costs, including markups, markdowns, and commissions, should typically not exceed 5% of the prevailing market price. However, 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 prohibitionâmarkups 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.
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Access Free BetaA 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. 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 EXCEPT answer). The statement is FALSE. The 5% Policy is a guideline, not an absolute maximumâmarkups and markdowns may exceed 5% if justified by factors such as the security being thinly traded, small transaction size, dealer research effort, or market conditions. A is accurate: markups occur when dealers sell at a price above their cost. B is accurate: markdowns occur when dealers buy from customers at a price below prevailing market. D is accurate: disclosure is required and markups/markdowns must be reasonable based on current market prices and other factors.
The Series 65 exam uses negative stem questions to test comprehensive 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 executes a principal transaction, purchasing shares at $25 each and selling them to a 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: markups must be disclosed to customers on the trade confirmation. 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, small transaction size, dealer research effort, or difficult market conditions. 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 always required, and that reasonableness depends on transaction-specific factors is critical for Series 65 success.
đĄ Memory Aid
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 gateâyou can exceed it with good reasons, but you must always disclose and justify based on the prevailing market price.
Related Concepts
This term is part of this cluster:
Where This Appears on the Exam
This term is tested in the following Series 65 exam topics: