Quoting and Trading in OTC Equity Securities
SERIES 7 | SERIES 24 | FINANCIAL REGULATION COURSES
FINRA Rule 6400 is the sub-series marker for the Quoting and Trading in OTC Equity Securities subsection of the FINRA Rule 6000 series — the organizational designation grouping all rules governing how member firms quote, trade, and report transactions in OTC Equity Securities, defined as equity securities that are not listed on any national securities exchange and therefore fall outside the NMS stock framework addressed by FINRA Rule 6100. FINRA Rule 6400 has no operative text of its own. The Rule tab on FINRA's rulebook page returns no rule text, no amendment history, and no selected notices. The substantive regulatory obligations binding on members who quote or trade in OTC Equity Securities are contained entirely in the child rules organized under this sub-series marker, foremost among which are FINRA Rule 6420 (Definitions), FINRA Rule 6432 (Compliance with SEA Rule 15c2-11), FINRA Rule 6433 (Minimum Quotation Size Requirements), FINRA Rule 6434 (Minimum Pricing Increment), FINRA Rule 6437 (Prohibition from Locking or Crossing Quotations), FINRA Rule 6440 (Trading and Quotation Halt), FINRA Rule 6450 (Restrictions on Access Fees), and FINRA Rule 6460 (Display of Customer Limit Orders).
FINRA Rule 6400 sits within the 6000 Quotation, Order, and Transaction Reporting Facilities series, immediately following FINRA Rule 6300's Trade Reporting Facilities sub-series and immediately preceding FINRA Rule 6500's Securities Lending and Transparency Engine sub-series.
The Complete Confirmed Child Rule List
The complete child rule list confirmed directly from FINRA's primary source is as follows:
FINRA Rule 6410 — General
FINRA Rule 6420 — Definitions
FINRA Rule 6430 — OTC Equity Quotation Requirements (sub-marker organizing 6431 through 6439)
FINRA Rule 6431 — Recording of Quotation Information
FINRA Rule 6432 — Compliance with the Information Requirements of SEA Rule 15c2-11
FINRA Rule 6433 — Minimum Quotation Size Requirements for OTC Equity Securities
FINRA Rule 6434 — Minimum Pricing Increment for OTC Equity Securities
FINRA Rule 6435 — Withdrawal of Quotations in an OTC Equity Security in Compliance with SEC Regulation M
FINRA Rule 6437 — Prohibition from Locking or Crossing Quotations in OTC Equity Securities
FINRA Rule 6438 — Displaying Priced Quotations in Multiple Quotation Mediums
FINRA Rule 6439 — Requirements for Member Inter-Dealer Quotation Systems
FINRA Rule 6440 — Trading and Quotation Halt in OTC Equity Securities
FINRA Rule 6450 — Restrictions on Access Fees
FINRA Rule 6460 — Display of Customer Limit Orders
FINRA Rule 6470 — Disclosure of Order Routing Information for OTC Equity Securities
FINRA Rule 6480 — Multiple MPIDs for Quoting and Trading in OTC Equity Securities
FINRA Rule 6490 — Processing of Company-Related Actions
FINRA Rule 6410 — General: Scope and Mandatory Reporting Facility
The operative text of FINRA Rule 6410 — confirmed directly from the primary source — states: the Rule 6400 Series sets forth quotation and trading requirements for OTC Equity Securities as that term is defined in Rule 6420. Members shall use the OTC Reporting Facility for trade reporting in OTC Equity Securities and Restricted Equity Securities in compliance with the Rule 6600 and 7300 Series, as well as all other applicable rules and regulations.
Three foundational facts flow directly from this operative text. First, the scope of the entire FINRA Rule 6400 sub-series is defined by FINRA Rule 6420's definition of OTC Equity Security — members must understand that definition with precision to know when these rules apply. Second, the OTC Reporting Facility — governed by the FINRA Rule 6600 Series and the FINRA Rule 7300 Series — is the mandatory and exclusive reporting facility for transactions in OTC Equity Securities and Restricted Equity Securities. Members may not report OTC Equity Security transactions to the TRFs or ADF — those facilities are reserved for NMS stock transactions. Third, compliance with all other applicable rules and regulations is expressly required alongside the FINRA Rule 6400 Series requirements.
FINRA Rule 6420 — Definitions: The Complete Operative Terms
FINRA Rule 6420 is the definitional foundation of the entire FINRA Rule 6400 sub-series. The following definitions are confirmed directly from the operative text of FINRA Rule 6420 and are directly tested on the Series 7, Series 24, and Series 57 examinations.
Paragraph (e) — Normal Market Hours. Confirmed operative text: normal market hours means 9:30 a.m. Eastern Time to 4:00 p.m. Eastern Time. This definition is the same normal market hours window used in FINRA Rule 6622's 10-second transaction reporting requirement for the ORF — transactions executed within this window must be reported within 10 seconds.
Paragraph (f) — OTC Equity Security. Confirmed operative text: OTC Equity Security means any equity security that is not an NMS stock as that term is defined in Rule 600(b) of SEC Regulation NMS; provided, however, that the term OTC Equity Security shall not include any Restricted Equity Security. This definition establishes a precise three-category structure of equity securities under FINRA's framework: NMS stocks (exchange-listed equities subject to SEC Regulation NMS and FINRA Rule 6100); OTC Equity Securities (non-exchange-listed equity securities that are not restricted securities, subject to FINRA Rule 6400 in full); and Restricted Equity Securities (defined in paragraph (k) as securities meeting the definition of restricted security in Securities Act Rule 144(a)(3), which are excluded from the OTC Equity Security definition but have their own ORF reporting obligations for Rule 144A transactions). The practical scope of OTC Equity Securities includes: securities quoted on OTC Markets Group platforms (OTCQX, OTCQB, and OTC Pink), securities of foreign issuers not listed on a U.S. exchange, non-exchange-listed direct participation program and REIT securities, and any other non-exchange-listed equity security that is not a restricted security.
Paragraph (g) — OTC Market Maker. Confirmed operative text: OTC Market Maker means a member of FINRA that holds itself out as a market maker by entering proprietary quotations or indications of interest for a particular OTC Equity Security in any inter-dealer quotation system, including any system that the SEC has qualified pursuant to Section 17B of the Exchange Act. A member is an OTC Market Maker only in those OTC Equity Securities in which it displays market making interest via an inter-dealer quotation system. A member that enters a quotation in OTC Markets Group's systems, Bloomberg's dealer quotation systems, or any other qualifying inter-dealer quotation system becomes an OTC Market Maker in that security — triggering the full suite of OTC Market Maker obligations under the FINRA Rule 6400 Series, including minimum quotation size compliance under FINRA Rule 6433, customer limit order display obligations under FINRA Rule 6460, and MPID consistency obligations under FINRA Rule 6480.
Paragraph (h) — Priced Entry. A quotation consisting of a bid, offer, or both at a specified price — as distinguished from an unpriced indication of interest. The minimum quotation size requirements of FINRA Rule 6433 apply to priced entries; unpriced indications of interest are not subject to those minimum size requirements.
Paragraph (j) — Quotation Medium. Any inter-dealer quotation system or any publication or electronic communications network or other device that is used by brokers or dealers to make known to others their interest in transactions in any OTC Equity Security. This definition is deliberately broad — encompassing OTC Markets Group's platforms, Bloomberg's dealer systems, any electronic venue through which dealers display trading interest in OTC Equity Securities, and even traditional publications used for this purpose.
Paragraph (k) — Restricted Equity Security. Any equity security that meets the definition of restricted security as contained in Securities Act Rule 144(a)(3). As confirmed from Regulatory Notice 10-26 (April 2010), effective June 28, 2010, transactions in Restricted Equity Securities traded pursuant to SEC Rule 144A must be reported to the OTC Reporting Facility. Restricted Equity Securities are excluded from the OTC Equity Security definition under paragraph (f) — they are neither NMS stocks nor OTC Equity Securities but constitute a third distinct category with their own ORF reporting obligations.
Paragraph (l) — Stop Stock Price. The specified price at which a member and another party agree a Stop Stock Transaction shall be executed, based upon the prices at which the security is trading at the time the order is received, taking into consideration that the specified price may deviate from current market prices to factor in the size of the order and the number of shares available. Stop Stock Transactions require dual-time reporting — both the time the parties agreed to the Stop Stock Price and the actual execution time must be included in the trade report, with the outside-normal-hours modifier not appended if the Stop Stock Transaction is executed and reported within 10 seconds of the agreement to the Stop Stock Price.
Paragraph (n) — OTC Reporting Facility. The service provided by FINRA that accommodates reporting for trades in OTC Equity Securities executed other than on or through an exchange and for trades in Restricted Equity Securities effected under Securities Act Rule 144A, and dissemination of last sale reports. For OTC Equity Securities and Restricted Equity Securities not eligible for clearance and settlement through the facilities of NSCC, the ORF comparison function will not be available — but the ORF will support entry and dissemination of last sale data on such securities.
FINRA Rule 6431 — Recording of Quotation Information
FINRA Rule 6431 requires members that enter quotations in any quotation medium for OTC Equity Securities to make and keep records of all bids, offers, and indications of interest entered. Required record elements include: the time of entry; the price; the size (number of shares); and the identity of the inter-dealer quotation system or other quotation medium in which the quotation was entered. These records must be maintained in compliance with SEC Rule 17a-3 (requiring records to be made and kept) and SEC Rule 17a-4 (governing preservation), with the standard three-year retention period applying — the first two years in an easily accessible place. FINRA examination staff reviewing OTC Market Maker quotation compliance will assess these quotation records for evidence of minimum size adherence, pricing increment compliance, locked/crossed violations, and consistency across simultaneously-displayed quotation mediums.
FINRA Rule 6432 — Compliance with the Information Requirements of SEA Rule 15c2-11
FINRA Rule 6432 requires that before a member publishes any quotation for an OTC Equity Security in a quotation medium — or submits any such quotation for publication — the member must comply with all applicable requirements of SEA Rule 15c2-11. SEC Rule 15c2-11 is the SEC's quotation initiation rule requiring broker-dealers to review specified current issuer information before initiating or resuming quotations in an OTC Equity Security and to have a reasonable basis for believing that the information is accurate and from a reliable source. The rule was substantially amended by the SEC effective September 28, 2021, narrowing the availability of the piggyback exception and requiring quotation mediums to make specified issuer information publicly available as a condition of qualifying for the automatic quotation continuation provisions.
FINRA Rule 6432 makes SEC Rule 15c2-11 compliance simultaneously a FINRA obligation — a member that publishes a quotation for an OTC Equity Security without complying with SEC Rule 15c2-11 violates both the federal securities laws and FINRA Rule 6432. The documentation supporting SEC Rule 15c2-11 compliance — the issuer information reviewed and the basis for finding it current and reliable — must be maintained for the three-year period prescribed under SEC Rule 17a-4, with the first two years in an easily accessible place.
FINRA Rule 6433 — Minimum Quotation Size Requirements for OTC Equity Securities
FINRA Rule 6433 requires every member entering quotations in any inter-dealer quotation system that permits quotation updates on a real-time basis to enter and honor those quotations for at least the minimum size defined in the rule's table. The minimum size requirement is the member's responsibility to determine — different minimums may apply to each side of the market being quoted in a given security depending on the price level of each side.
The confirmed minimum quotation size table, confirmed directly from the operative text of FINRA Rule 6433, is:
| Price (Bid or Offer) | Minimum Quote Size (Shares) |
|---|---|
| $0.0001 to $0.0999 | 10,000 |
| $0.10 to $0.1999 | 5,000 |
| $0.20 to $0.5099 | 2,500 |
| $0.51 to $0.9999 | 1,000 |
| $1.00 to $174.99 | 100 |
| $175.00 and above | Members must confirm current minimum from FINRA Rule 6433 operative text |
The minimum quotation size requirement applies to priced entries only — quotations consisting of a bid, offer, or both at a specified price. Unpriced indications of interest are not subject to this requirement. A member must be prepared to execute at least the minimum size at the quoted price — entering a quotation below minimum size or qualifying a quotation with a willingness to execute only smaller quantities violates FINRA Rule 6433.
FINRA Rule 6434 — Minimum Pricing Increment for OTC Equity Securities
FINRA Rule 6434 establishes two minimum pricing increments — confirmed directly from the operative text — that apply to all bids, offers, orders, and indications of interest in OTC Equity Securities:
For OTC Equity Securities priced equal to or greater than $1.00 per share: no member shall display, rank, or accept a bid or offer, an order, or an indication of interest priced in an increment smaller than $0.01 (one cent).
For OTC Equity Securities priced less than $1.00 per share: no member shall display, rank, or accept a bid or offer, an order, or an indication of interest priced in an increment smaller than $0.0001 (one-hundredth of one cent).
The prohibition applies to displaying, ranking, or accepting — meaning it covers not only the member's own quotation activity but also the member's processing of incoming orders and indications of interest at sub-minimum increment prices. A member that accepts an order priced at a sub-increment price — for example, an order to buy at $1.005 for an OTC Equity Security priced above $1.00 — violates FINRA Rule 6434 even if the member did not itself propose the sub-increment price.
FINRA Rule 6437 — Prohibition from Locking or Crossing Quotations in OTC Equity Securities
FINRA Rule 6437 prohibits members from displaying quotations that lock or cross quotations in OTC Equity Securities in any inter-dealer quotation system. The definitions are confirmed directly from the operative text of FINRA Rule 6437(b):
Locked market: the display of a bid for an OTC Equity Security at a price that equals the displayed offer for such security in the same inter-dealer quotation system.
Crossed market: the display of a bid for an OTC Equity Security at a price that is higher than the displayed offer for such security in the same inter-dealer quotation system, or the display of an offer at a price lower than the displayed bid.
A member may not display a bid or offer for an OTC Equity Security in an inter-dealer quotation system if that bid or offer would lock or cross a protected quotation displayed in that quotation system, subject to limited exceptions including: quotations that lock or cross as the result of a quotation being changed without the member's knowledge after execution of a transaction and prior to the member's ability to update the quotation, and other circumstances set forth in the rule. The prohibition applies within the same inter-dealer quotation system — a member's quotation in one quotation system is assessed against quotations displayed in that same system, not across different systems.
FINRA Rule 6438 — Displaying Priced Quotations in Multiple Quotation Mediums
FINRA Rule 6438 requires that where a member displays a priced quotation in an OTC Equity Security in more than one quotation medium simultaneously, all displayed prices must be identical. A member cannot display a different bid or offer price for the same OTC Equity Security in one quotation medium than in another at the same time — the same price must appear in all quotation mediums where the member simultaneously displays a priced quotation for that security. This same-price requirement prevents the appearance of a better market in one venue being used to attract order flow while maintaining a worse market in another, ensuring price integrity across all venues where a member displays OTC Equity Security quotations.
FINRA Rule 6440 — Trading and Quotation Halt in OTC Equity Securities
FINRA Rule 6440 authorizes FINRA to direct members to halt trading and quotations in OTC Equity Securities in three categories of circumstances, confirmed directly from the operative text:
Paragraph (a)(1) — Foreign Regulatory Halt. FINRA may direct a trading and quotation halt if the OTC Equity Security or the security underlying an OTC ADR is listed on or registered with a foreign securities exchange or market, and the foreign exchange, market, or regulatory authority halts trading in such security for regulatory reasons because of public interest concerns or for news pending. FINRA will not impose a halt if the Foreign Regulatory Halt was imposed solely for a regulatory filing deficiency or operational reasons. A halt under this category may continue until FINRA receives notice from the appropriate foreign regulatory authority that it has or intends to resume trading, even if that continuation exceeds 10 business days.
Paragraph (a)(2) — Derivative or Component Halt. FINRA may direct a halt if the OTC Equity Security or the security underlying an OTC ADR is a derivative or component of a security listed on or registered with a national securities exchange or foreign securities exchange and that exchange halts trading in the listed security.
Paragraph (a)(3) — Extraordinary Event Halt. FINRA may direct a halt if FINRA determines that an extraordinary event has occurred or is ongoing that has had a material effect on the market for the OTC Equity Security or the OTC ADR, or has caused or has the potential to cause major disruption to the marketplace, or significant uncertainty in the settlement and clearance process. Factors FINRA considers — confirmed from Supplementary Material .02 — include: the material nature of the event; whether material facts are undisputed and not in conflict; whether the event has caused widespread trading confusion; whether there has been a material negative effect on the market for the subject security; the potential for major marketplace disruption; significant uncertainty in the settlement and clearance process; and other factors FINRA deems relevant. An Extraordinary Event Halt may be extended for subsequent periods of up to 10 business days each if FINRA finds the extraordinary event is ongoing and continuation is necessary in the public interest and for investor protection.
Supplementary Material .03 — Market-Wide Circuit Breaker in OTC Equity Securities. Confirmed directly from the operative text: in the event FINRA has halted trading otherwise than on an exchange in all NMS stocks pursuant to FINRA Rule 6121, FINRA also shall halt trading in all OTC Equity Securities. This provision confirms that a market-wide circuit breaker halt under the LULD Plan's extraordinary market volatility provisions simultaneously halts all OTC Equity Security trading — OTC equity markets do not continue operating when a market-wide halt is declared for NMS stocks.
Procedures for Initiating Halts. FINRA initiates a trading and quotation halt upon notice from: the national or foreign securities exchange on which the security is listed; a regulatory authority overseeing the issuer, exchange, or market; or another reliable third-party source where FINRA can validate the information. A halt based on a reliable third-party source may continue even beyond 10 business days until FINRA receives official notice from the appropriate foreign regulatory authority.
FINRA Rule 6450 — Restrictions on Access Fees
FINRA Rule 6450 limits the access fees that a member displaying a priced quotation in an OTC Equity Security may charge against its published quotation. The maximum permissible access fees are confirmed directly from the operative text:
For OTC Equity Securities with a published quotation at or above $1.00 per share: the lesser of $0.003 per share or 0.3% of the published quotation price on a per-share basis.
For OTC Equity Securities with a published quotation below $1.00 per share: the lesser of 0.3% of the published quotation price on a per-share basis or 30% of the minimum pricing increment under FINRA Rule 6434 relevant to the display of the quotation on a per-share basis. At the FINRA Rule 6434 sub-dollar minimum increment of $0.0001, the 30% cap produces a maximum access fee of $0.00003 per share for securities quoted below $1.00.
FINRA Rule 6460 — Display of Customer Limit Orders
FINRA Rule 6460 requires OTC Market Makers displaying a priced quotation in any OTC Equity Security in an inter-dealer quotation system to immediately publish a bid or offer that reflects the price and the full size of each customer limit order held by the OTC Market Maker that is at a price that would improve the OTC Market Maker's bid or offer in such security. This obligation became effective May 9, 2011. OTC Market Makers must display improving customer limit orders immediately — not held, not batched, not displayed at a later time. Limited exceptions exist, including for customer limit orders in amounts larger than normal market size, customer limit orders that the customer specifically requests not be displayed, and other specified circumstances.
FINRA Rule 6480 — Multiple MPIDs and MPID Consistency
As confirmed directly from the operative text of FINRA Rule 6480: a member that posts a quotation in an OTC Equity Security and reports to a FINRA system a trade resulting from such posted quotation must utilize the same MPID for reporting purposes. The Market Participant Identifier (MPID) used to post the quotation in the inter-dealer quotation system must be the same MPID used to report the resulting trade to the OTC Reporting Facility. This same-MPID requirement enables FINRA surveillance systems to link trade reports directly back to the quotations that generated them — a foundational audit trail requirement for market oversight.
FINRA Rule 6490 — Processing of Company-Related Actions
FINRA Rule 6490 requires issuers of OTC Equity Securities to notify FINRA at least 10 business days prior to the record date for specified corporate actions including dividends, forward and reverse stock splits, name changes, ticker symbol changes, and similar events. For issuers without Exchange Act reporting obligations and not subject to an alternative disclosure system, this FINRA notification requirement is the mechanism through which OTC market participants receive advance notice of corporate actions that could affect a security's price, quotation, and trading. OTC Market Makers and OTC Reporting Facility Participants relying on corporate action information for quotation and trading decisions should monitor FINRA's corporate action notifications for OTC Equity Securities in which they are active.
The OTC Equity Market Structure
OTC Equity Securities trade in a dealer market — there is no central limit order book, no single exchange matching engine, and no single regulatory authority governing listing standards. Prices are set through negotiation between broker-dealer counterparties and through the inter-dealer quotation systems in which OTC Market Makers display their bids and offers. OTC Markets Group operates the primary inter-dealer quotation system for OTC Equity Securities, organized into three market tiers: OTCQX (the highest tier, requiring specified financial standards and disclosure obligations), OTCQB (the venture market for SEC-reporting and bank-regulated issuers), and OTC Pink (open market for all OTC Equity Securities, including those with current information, limited information, and no information available). FINRA Rule 6400's requirements apply uniformly across all OTC Markets Group tiers — the tiering structure reflects OTC Markets Group's own commercial standards, not FINRA-imposed regulatory distinctions.
The combination of FINRA Rule 6400's quotation and trading standards — minimum sizes (Rule 6433), minimum pricing increments (Rule 6434), locked/crossed prohibitions (Rule 6437), multi-medium price consistency (Rule 6438), SEA Rule 15c2-11 compliance (Rule 6432), customer limit order display (Rule 6460), MPID consistency (Rule 6480), and FINRA-directed trading halts (Rule 6440) — creates the regulatory framework ensuring OTC Equity Security trading operates with basic standards of fairness and transparency despite the absence of an exchange listing framework.
Recordkeeping Requirements
Members active in OTC Equity Securities must maintain the following records under SEC Rules 17a-3 and 17a-4 and FINRA Rule 4511, all for a minimum of three years with the first two years in an easily accessible place:
SEA Rule 15c2-11 compliance documentation for each OTC Equity Security in which quotations are published — including the issuer information reviewed, the source of that information, and the basis for determining it current and reliable.
Quotation records required under FINRA Rule 6431 — bids, offers, and indications of interest entered in any quotation medium, including time of entry, price, size, and identity of the quotation medium.
Trade reports submitted to the OTC Reporting Facility — including all required content elements and applicable modifiers.
All records must be maintained in a format and media that comply with SEC Rule 17a-4, as required by FINRA Rule 4511(c).
Connection to FINRA Rules 2010, 2111, 2114, 3110, 4511, 5190, 6000, 6100, 6300, 6410, 6420, 6431, 6432, 6433, 6434, 6437, 6438, 6439, 6440, 6450, 6460, 6470, 6480, 6490, 6500, 6600, 6622, 7300, 11893, and SEC Rules 15c2-11, 15g-9, Regulation M, and Exchange Act Section 3(a)(51)
FINRA Rule 6400 connects to FINRA Rule 6000 as its parent series marker. It connects to FINRA Rule 6100 — as the sister NMS stocks sub-series establishing the parallel framework for exchange-listed securities, with FINRA Rule 6400 addressing all non-exchange-listed equity securities not constituting Restricted Equity Securities. It connects directly and by express mandate in FINRA Rule 6410 to FINRA Rules 6600 and 7300 — the ORF reporting framework mandatory for OTC Equity Security and Restricted Equity Security transactions. It connects to FINRA Rule 6622 — the operative ORF transaction reporting rule whose 10-second normal-market-hours reporting standard and modifier framework apply to all OTC Equity Security transactions. It connects directly to FINRA Rule 11893 — whose clearly erroneous transaction framework expressly incorporates FINRA Rule 6420's OTC Equity Security definition as its scope-defining term, excluding exchange-traded equity securities. It connects to FINRA Rule 2010 — whose just and equitable principles of trade standard applies to any violations of FINRA Rule 6400 Series requirements. It connects to FINRA Rule 2111 and FINRA Rule 2114 — whose suitability obligations govern recommendations of OTC Equity Securities. It connects to FINRA Rule 3110 — whose supervisory system requirements must encompass OTC Equity Security quotation and trading activity across all FINRA Rule 6400 Series obligations. It connects to FINRA Rule 4511 — whose recordkeeping requirements govern preservation of quotation records, SEA Rule 15c2-11 compliance documentation, and trade reports. It connects to FINRA Rule 5190 — which requires notification to FINRA of penalty bids and syndicate covering transactions in connection with distributions of OTC Equity Securities. It connects to SEC Rule 15c2-11 — the quotation initiation rule that FINRA Rule 6432 operationalizes as a FINRA obligation. It connects to SEC Rule 15g-9 and the related penny stock rules under Exchange Act Section 3(a)(51) — most OTC Equity Securities priced below $5.00 that do not meet specified exemption criteria are penny stocks subject to additional sales practice disclosure requirements under Rules 15g-1 through 15g-9. And it connects to SEC Regulation M — whose restricted period provisions FINRA Rule 6435 implements for withdrawal of OTC Equity Security quotations in connection with distributions.
Examination Relevance and Key Takeaways
FINRA Rule 6400 is tested on the Series 7, Series 24, and Series 57 examinations as the OTC Equity Securities quotation and trading framework — with specific operative details from FINRA Rules 6420, 6432, 6433, 6434, 6437, 6440, 6450, and 6460 among the most directly testable provisions in the series.
The key points to retain are these: FINRA Rule 6400 has no operative text — it organizes the Quoting and Trading in OTC Equity Securities sub-series; FINRA Rule 6410 establishes that the OTC Reporting Facility governed by the FINRA Rule 6600 and 7300 Series is the mandatory and exclusive trade reporting facility for both OTC Equity Securities and Restricted Equity Securities — members may not use the TRFs or ADF for these reports; FINRA Rule 6420 defines OTC Equity Security as any equity security that is not an NMS stock as defined in SEC Regulation NMS Rule 600(b), expressly excluding Restricted Equity Securities — creating three distinct equity security categories under FINRA's framework; normal market hours are defined in FINRA Rule 6420(e) as 9:30 a.m. Eastern Time to 4:00 p.m. Eastern Time; OTC Market Maker status is triggered by entering proprietary quotations or indications of interest in any inter-dealer quotation system — a member becomes an OTC Market Maker in each security where it displays market making interest in any such system; FINRA Rule 6432 requires full SEA Rule 15c2-11 compliance before publishing any OTC Equity Security quotation — a FINRA and federal securities law obligation simultaneously; FINRA Rule 6433 establishes tiered minimum quotation sizes — 10,000 shares for $0.0001–$0.0999, 5,000 for $0.10–$0.1999, 2,500 for $0.20–$0.5099, 1,000 for $0.51–$0.9999, and 100 for $1.00–$174.99 — applicable to priced entries only; FINRA Rule 6434 prohibits sub-$0.01 increments for securities priced at or above $1.00 and sub-$0.0001 increments for securities priced below $1.00 — the prohibition covers displaying, ranking, or accepting bids, offers, orders, and indications of interest; FINRA Rule 6437 defines a locked market as a bid equaling a displayed offer in the same inter-dealer quotation system and a crossed market as a bid higher than a displayed offer or an offer lower than a displayed bid in the same system, and prohibits members from displaying quotations that would create either condition; FINRA Rule 6438 requires identical prices in all quotation mediums where a member simultaneously displays priced quotations for the same OTC Equity Security; FINRA Rule 6440 authorizes FINRA-directed trading and quotation halts for Foreign Regulatory Halts, derivative or component halts, and Extraordinary Event Halts — with Supplementary Material .03 confirming that a market-wide NMS stock halt under FINRA Rule 6121 simultaneously halts all OTC Equity Security trading; FINRA Rule 6450 caps access fees at the lesser of $0.003 per share or 0.3% of quotation price for securities at or above $1.00, and the lesser of 0.3% of quotation price or 30% of the FINRA Rule 6434 minimum pricing increment for securities below $1.00; FINRA Rule 6460 requires OTC Market Makers to immediately display customer limit orders that would improve their current displayed quotation; FINRA Rule 6480 requires the same MPID used to post a quotation to be used when reporting the resulting trade to the ORF; and all quotation records, SEA Rule 15c2-11 compliance documentation, and trade reports must be maintained for three years under SEC Rule 17a-4, with the first two years in an easily accessible place.
