Markup/Markdown

Investment Vehicles High Relevance

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.

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 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.

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 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.

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?

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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 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

💡 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 gate—you 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:

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