Non-Marketable Security: Definition, Examples, vs. Marketable

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When your portfolio includes assets like savings bonds or private shares that can’t be sold on public exchanges, you’re dealing with non-marketable securities—often prized for stability but tricky when you need quick cash. These instruments, unlike marketable options such as Treasury bonds, require a different approach to liquidity and risk. Here's what matters.

Key Takeaways

  • Cannot be easily sold on public exchanges.
  • Often illiquid and non-transferable until maturity.
  • Suitable for long-term holding, limited quick cash access.

What is Non-Marketable Security?

A non-marketable security is a financial instrument that cannot be easily bought or sold on public exchanges or major secondary markets due to restrictions or limited liquidity. Unlike marketable securities, these assets require private transactions or hold lock-up periods that restrict immediate resale.

These securities often serve long-term investment goals, as converting them to cash quickly is challenging.

Key Characteristics

Non-marketable securities share distinct features that affect their liquidity and transferability:

  • Illiquidity: They are difficult to sell quickly, often requiring private deals or over-the-counter transactions.
  • Non-transferability: Many are registered to individuals, such as savings bonds tied to a Social Security number, preventing sale or gifting before maturity.
  • Regulatory restrictions: Lock-up periods and governmental rules limit trading options.
  • Long-term holding: Investors must be prepared to keep these securities until maturity or specific conditions are met.

How It Works

Non-marketable securities operate outside of public trading venues, making them less liquid and more difficult to value compared to marketable securities like Treasury bills or bonds traded on exchanges. You typically acquire these securities through direct purchase from the issuer or as part of employee compensation plans.

Because they lack a secondary market, pricing depends on issuer valuations or redemption terms. For example, U.S. savings bonds accrue interest over time but cannot be sold to other investors, making them ideal for conservative, long-term savings.

Examples and Use Cases

Non-marketable securities appear in various forms across different sectors, serving specific investment and regulatory purposes:

  • Savings Bonds: U.S. savings bonds are a classic example, registered to individuals and non-transferable until maturity.
  • Private Equity and Restricted Stock: Employee stock options or private company shares often have lock-up periods, limiting immediate sales.
  • Non-traded REITs and BDCs: These investment vehicles lack public exchange listings, exposing investors to illiquidity and valuation challenges.
  • Airlines: Companies like Delta may issue restricted stock units to employees that are non-marketable until certain conditions are met.
  • Bonds: For bond investors seeking liquidity, marketable bonds like those on the BND ETF contrast sharply with non-marketable debt instruments.

Important Considerations

When investing in non-marketable securities, you should weigh the trade-offs between potential higher yields and limited liquidity. These securities may suit risk-averse investors focused on long-term growth or preservation but can be problematic if you require quick access to funds.

Evaluating the security’s terms, such as maturity and transfer restrictions, is critical. Additionally, understanding the risks of valuation opacity and potential fraud—especially in non-traded funds—is essential. Diversifying with liquid assets, including marketable securities, can help balance these risks.

Final Words

Non-marketable securities offer long-term investment opportunities but come with limited liquidity and transfer restrictions. Evaluate your cash flow needs carefully before committing, and consider consulting a financial advisor to assess how these assets fit into your overall portfolio.

Frequently Asked Questions

Sources

Browse Financial Dictionary

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Johanna. T., Financial Education Specialist

Johanna. T.

Hello! I'm Johanna, a Financial Education Specialist at Savings Grove. I'm passionate about making finance accessible and helping readers understand complex financial concepts and terminology. Through clear, actionable content, I empower individuals to make informed financial decisions and build their financial literacy.

The mantra is simple: Make more money, spend less, and save as much as you can.

I'm glad you're here to expand your financial knowledge! Thanks for reading!

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