Key Takeaways
- Private network for large block trades.
- Increases privacy; reduces market impact.
- Broker-dealers act as agents or principals.
- Less transparent; involves counterparty risk.
What is Upstairs Market?
The upstairs market is a private, over-the-counter trading network where large blocks of securities are exchanged away from public exchanges. It primarily involves institutional investors and major brokerage firms negotiating trades discreetly to avoid impacting market prices.
This market operates alongside the public "downstairs" market but focuses on handling substantial trades that could disrupt visible order books if executed openly.
Key Characteristics
The upstairs market is defined by several distinctive features that cater to large-scale trading:
- Privacy: Trades occur off-exchange, reducing market impact and preventing public price swings.
- Large Block Trades: Facilitates transactions involving significant volumes unsuitable for the public order book.
- Broker-Dealer Roles: Brokers can act as agents or principals, sometimes trading from their own inventory.
- Price Improvement: Approximately 25% of trades benefit from price improvements over available iceberg orders in the consolidated order book.
- Liquidity for Less Active Stocks: Provides trading opportunities for less liquid securities not frequently traded downstairs.
How It Works
Trading in the upstairs market happens through communication between institutional trading desks and brokerage firms, using electronic systems and direct negotiation rather than public exchange floors. This private negotiation allows large trades to be executed discreetly, minimizing market disruption.
Once trades are agreed upon, they are reported as "put-throughs" to regulatory bodies, ensuring compliance despite the private nature. Broker-dealers may complete trades acting on their own behalf or facilitating deals between clients, adding flexibility to execution methods.
Examples and Use Cases
The upstairs market plays a key role in managing large positions and complex trades across various sectors:
- Airlines: Companies like Delta and American Airlines often rely on upstairs market trades to handle substantial stock transactions without affecting public prices.
- Large-Cap Stocks: Institutional investors managing portfolios with large-cap stocks use the upstairs market to execute sizeable trades efficiently.
- Dividend Stocks: Investors targeting steady income often find liquidity upstairs for certain dividend stocks that may be less liquid downstairs.
Important Considerations
While the upstairs market offers privacy and efficient large trade execution, it also entails risks such as limited transparency and counterparty risk. You should weigh these factors carefully, especially if your trading strategy depends on public price discovery or requires regulatory clarity.
Understanding the interplay between the upstairs market and public exchanges can improve your approach to managing large orders and mitigating market impact. For retail investors, exploring options through commission-free brokers may provide better access to liquidity without engaging in upstairs trading.
Final Words
The upstairs market offers a discreet and efficient venue for executing large block trades with potential price improvements and reduced market impact. To leverage these benefits, consider consulting with your broker to explore access and pricing options tailored to your trading needs.
Frequently Asked Questions
The Upstairs Market is a private trading network where large blocks of securities are traded directly between institutional investors and major brokerage firms, away from public exchanges. It allows for discreet negotiation and execution of large trades.
Trading in the Upstairs Market occurs through communication between trading desks at brokerage firms and institutional investors using electronic systems and telephones. Trades are negotiated privately and, once executed, reported as 'put-throughs' to the consolidated order book.
The Upstairs Market offers increased privacy, reducing market impact by avoiding public exposure of large orders. It also provides better execution for sizable trades, price improvements, and access to less liquid securities that might be hard to trade on public exchanges.
Broker-dealers serve as intermediaries in the Upstairs Market, acting either as agents facilitating trades between parties or as principals trading from their own inventory. About 40% of trades are executed on a principal basis.
The Upstairs Market carries risks such as limited transparency compared to public exchanges, counterparty risk where one party might fail to fulfill obligations, and potential for market manipulation due to its private nature. Additionally, some exchanges restrict certain upstairs trades.
The Upstairs Market is a private, over-the-counter network for large block trades among institutional investors, while the Downstairs Market refers to traditional public stock exchanges. Both markets complement each other rather than compete.
Institutional investors prefer the Upstairs Market because it provides privacy, reduces the risk of price fluctuations caused by large public orders, enables better pricing, and offers liquidity for less frequently traded securities.

