FINRA Rule 6600

Where the Rule 6400 Series governs quotation and trading activity in OTC Equity Securities and the now-retired Rule 6500 Series historically governed the OTC Bulletin Board, the Rule 6600 Series is concerned specifically with the post-trade reporting obligation: once a transaction in an OTC Equity Security or a Rule 144A Restricted Equity Security has occurred away from an exchange, a member must report that transaction to FINRA through the ORF so that a last sale report can be captured, and in the case of OTC Equity Securities, disseminated to the marketplace.

The series consists of Rule 6610 (General), Rule 6621 (Definitions), Rule 6622 (Transaction Reporting), Rule 6623 (Timely Transaction Reporting), Rule 6624 (Trade Reporting of Short Sales), Rule 6625 (Exemption from Trade Reporting Obligation for Certain Alternative Trading Systems), and Rule 6630 (Applicability of FINRA Rules to Securities Previously Designated as PORTAL Securities).

Evolution of the Reporting Timeframe

Candidates should understand that the current 10-second reporting standard in Rule 6622 is the product of successive tightening rather than a figure fixed at the series' 2008 adoption. Prior to October 27, 2008, domestic OTC Equity Securities, ADRs, Canadian issues, and foreign securities were subject to inconsistent reporting and dissemination treatment; the SEC approved amendments under SR-FINRA-2008-016, announced in Regulatory Notice 08-51, that eliminated this inconsistency and imposed a uniform requirement that all OTC Equity Security transactions be reported, and disseminated on a real-time basis, within 90 seconds of execution. 

FINRA subsequently tightened this standard further to 30 seconds. The current 10-second standard was adopted through SR-FINRA-2013-013, which amended the rule text from "reported within 30 seconds" to the current "as soon as practicable, but no later than 10 seconds" formulation. FINRA's own supporting data at the time showed that industry practice already exceeded the proposed standard: during a sample week in July 2012, 99.96% of last-sale-eligible trades were already being reported within 10 seconds of execution, with 99.71% reported within 5 seconds and 94.31% reported within 2 seconds, data FINRA cited to demonstrate that a 10-second requirement would formalize existing market practice rather than impose a novel operational burden.

Rule 6610: General Reporting Obligation and Public Trading Information

Rule 6610 establishes the foundational reporting mandate of the series. Under paragraph (a), members are required to report transactions, other than those executed on or through an exchange, in OTC Equity Securities to the OTC Reporting Facility. This obligation explicitly extends to secondary market transactions in non-exchange-listed Direct Participation Program securities and to Restricted Equity Securities, and it operates in compliance with both the Rule 6600 Series and the Rule 7300 Series, together with all other applicable rules and regulations.

Beyond the core reporting mandate, Rule 6610 addresses FINRA's publication of aggregated market transparency data derived from ORF reports. Paragraph (b) provides that FINRA will publish on its public website the Trading Information for each member with a trade reporting obligation under Rule 6622(b). This publication occurs on a defined timetable: weekly Trading Information for OTC Equity Securities is published no earlier than four weeks following the end of the relevant Trading Information week, while aggregate volume totals across all OTC Equity Securities are published no earlier than one month following the end of the Trading Information month. "Trading Information" for these purposes includes both the number of shares of an OTC Equity Security executed by the member with a Rule 6622(b) reporting obligation and reported to FINRA, and the number of trades in that security similarly executed and reported. This member-level Trading Information excludes any ATS Trading Information, which is addressed separately under paragraph (c).

Rule 6610 builds in a privacy accommodation for lower-volume participants: Trading Information will be aggregated, rather than disclosed on a standalone basis, for members that have executed on average fewer than 200 transactions per day across all OTC Equity Securities during the applicable reporting period, and separately for members averaging fewer than 200 transactions per day in a specific OTC Equity Security during the period. Paragraph (c) parallels this transparency framework for alternative trading systems, requiring FINRA to publish aggregate weekly ATS Trading Information for each ATS with a trade reporting obligation under Rule 6622(b), again no earlier than four weeks following the end of the relevant ATS Trading Information week.

Rule 6621: Definitions by Cross-Reference

Rule 6621 provides that terms used in the Rule 6620 Series shall have the same meanings as defined in Rule 6420. Under Rule 6420, "OTC Equity Security" means any equity security that is not an "NMS stock" as defined in SEC Regulation NMS Rule 600(b), expressly excluding any Restricted Equity Security. "Restricted Equity Security" means any equity security meeting the definition of "restricted security" under Securities Act Rule 144(a)(3). "Normal market hours" means 9:30 a.m. Eastern Time to 4:00 p.m. Eastern Time. "OTC Reporting Facility" is defined as the service FINRA provides to accommodate 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, together with dissemination of last sale reports; the definition carries the operational caveat that for securities not eligible for clearance and settlement through the National Securities Clearing Corporation, the ORF's trade comparison function will not be available, although entry and dissemination of last sale data will still be supported. "OTC Reporting Facility Participant" means any member of FINRA in good standing that uses the OTC Reporting Facility. Candidates should note that FINRA has periodically updated the cross-referenced Rule 6420 definitions for technical consistency with SEC Regulation NMS; most recently, SR-FINRA-2024-016 deleted outdated numeric cross-references within Rule 6420 following the SEC's March 2024 amendments to Rule 600 of Regulation NMS, a non-substantive but noteworthy housekeeping amendment for anyone verifying current cross-reference accuracy.

Rule 6622: Transaction Reporting Mechanics and Timing

Rule 6622 is the operational core of the series. Paragraph (a) requires OTC Reporting Facility Participants to transmit last sale reports of transactions executed during normal market hours as soon as practicable, but no later than 10 seconds after execution. If the ORF is unavailable due to a system or transmission failure, the report must instead be made by telephone to the Operations Department. Any transaction not reported within 10 seconds after execution is designated late.

Reporting outside normal market hours follows related but distinct rules. Last sale reports of transactions executed between 8:00 a.m. and 9:30 a.m. Eastern Time must still be reported within 10 seconds, but must additionally carry the unique trade report modifier FINRA specifies to denote execution outside normal market hours. Last sale reports of transactions in Restricted Equity Securities effected under Rule 144A that are executed between 8:00 p.m. and midnight Eastern Time, or on any non-business day, must be reported by the following business day by 8:00 p.m. Eastern Time and designated as "as/of" trades.

Rule 6622 builds a cascading late-reporting framework: any transaction not reported within 10 seconds is designated late; if a transaction required to be reported on trade date is not, it must be reported on an "as/of" basis on a subsequent date and will be designated late; and if a transaction required to be reported "as/of" the following business day is not reported by that day, it must be reported later and will likewise be designated late.

Supplementary Material addresses the "as soon as practicable" standard directly: a member must adopt policies and procedures reasonably designed to achieve prompt reporting and must implement systems that commence the reporting process without delay upon execution or cancellation. A member generally will not be viewed as violating the standard because of delays attributable to extrinsic, unpredictable factors the member did not intend to cause, but in no event may a member purposely withhold trade reports, for example by programming its systems to delay reporting until the last permissible second.

Paragraph (d) governs content and procedures for price, volume, capacity, and identification requirements. For agency transactions, the member reports shares and price excluding commission. For principal transactions, each purchase and sale is generally reported separately, and the reported price must exclude any mark-up, mark-down, or service charge, and must be reasonably related to the prevailing market. Members must also report as soon as practicable to the Market Regulation Department on Form T any last sale reports for which electronic submission to the ORF is not possible.

Rule 6623: Timely Transaction Reporting and the Rule 2010 Consequence

Rule 6623 traces to former NASD IM-4632 and functions as an interpretive and enforcement-oriented provision. It confirms that all reportable transactions not reported within the required time period are marked late, with FINRA routinely monitoring compliance. If FINRA finds a pattern or practice of unexcused late reporting, meaning repeated late reports without reasonable justification or exceptional circumstances, the member may be found in violation of Rule 2010, FINRA's general standard requiring adherence to high standards of commercial honor and just and equitable principles of trade. Exceptional circumstances are determined case by case and may include system failure by a member or service bureau, or unusual market conditions such as extreme volatility.

Rule 6624: Trade Reporting of Short Sales

Rule 6624 traces to former NASD IM-6130 and requires members to indicate on trade reports whether a transaction is a short sale, applying to transactions in all OTC Equity Securities as defined in Rule 6420. Candidates should note the contrast with the parallel Rule 6182, which governs short sale reporting for NMS stocks and additionally permits a "short sale exempt" indicator under SEC Regulation SHO; Rule 6624's OTC Equity Security framework does not carry that same short-exempt marking convention.

Rule 6625: Exemption from Trade Reporting Obligation for Certain Alternative Trading Systems

Rule 6625 permits FINRA staff, pursuant to the Rule 9600 Series and for good cause shown, to exempt a member ATS from the Rule 6622(b) trade reporting obligation where specified criteria are satisfied: trades must be between two FINRA member subscribers, the system must not permit automatic execution, the trade must not pass through any ATS account, the ATS and its subscribers must acknowledge in writing that trades will instead be reported by each qualifying subscriber, and the ATS must provide FINRA with monthly volume data and a public website disclosure of its own ATS Trading Information in a format substantially similar to what FINRA publishes under Rule 6110.

Rule 6630: Applicability to Former PORTAL Securities

Rule 6630 addresses securities that, prior to October 26, 2009, had been designated by Nasdaq for inclusion in the PORTAL Market, a trading system for certain Rule 144A-eligible unregistered securities whose designation function was discontinued as of that date. Rule 6630 specifies four categories of continuing applicability: rules specifically applicable to PORTAL securities, rules applicable subject to stated exceptions, rules applicable to members regardless of PORTAL activity, and rules that do not apply to PORTAL securities at all, including Rules 2310, 2320, 2341, 2360, 4210, 4320, 4560, 5110, 5130, and 5141.

Enforcement Context and Examination Priorities

Trade reporting timeliness and accuracy under the Rule 6600 Series has been a recurring theme in FINRA's examination and enforcement priorities. FINRA's Annual Regulatory Oversight Reports have consistently flagged late trade reporting, inaccurate capacity indicators, and incorrect short sale marking as areas of ongoing examination focus for firms reporting OTC Equity Security transactions, reflecting the same enforcement bridge codified in Rule 6623: isolated, justified late reports are treated differently from a pattern or practice of unexcused lateness, and firms found to have systemic gaps in trade reporting supervision, rather than isolated errors, have historically faced disciplinary action under Rule 2010 in conjunction with Rule 3110 supervisory failures. Firms are generally expected to maintain written supervisory procedures specifically addressing trade reporting accuracy and timeliness, including periodic exception reporting to identify late or inaccurately marked trades, as part of their broader Rule 3110 supervisory system.

Examination Relevance and Key Takeaways

Candidates preparing for the Series 7, Series 24, or SIE should retain the current 10-second reporting standard under Rule 6622 as the single most testable fact in this series, along with its evolution from an original 90-second standard adopted in 2008 through a 30-second intermediate standard to the current 10-second requirement adopted in 2013. The 200-transactions-per-day threshold in Rule 6610 governing individualized versus aggregated Trading Information disclosure is a frequently overlooked but directly testable figure. Series 24 candidates in particular should be able to distinguish Rule 6623's enforcement mechanism, which ties a pattern of unexcused late reporting to a Rule 2010 violation, from the purely mechanical late-marking function performed automatically by the ORF system under Rule 6622, and should understand that FINRA examination priorities consistently treat trade reporting supervision as a Rule 3110 issue as much as a standalone trade reporting issue. The short sale indicator requirement under Rule 6624 should be distinguished from the exchange-listed NMS stock framework under Rule 6182, which additionally supports a short-exempt marking convention. Finally, candidates should understand that Rule 6621's definitions are incorporated entirely by reference to Rule 6420, meaning a complete understanding of the 6600 Series' operative terms requires familiarity with the Rule 6400 Series.