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Entry · Trading

Otc

OTC stands for over-the-counter, and it describes trading that happens directly between two parties, usually through a network of dealers, rather than on a formal exchange. Shares, bonds, currencies and derivatives can all trade this way. The trades are privately negotiated, so prices and terms are not displayed on a central order book.

From the Money Master HQ dictionary, founded by Shihan Sheriff (FCMA, VP of Finance at Nomod, CFO at Esanjo Ventures). How these definitions are written.

What it means

The name comes from the days when securities were literally sold across the counter at a bank or broker. Today the counter is a telephone or electronic network, but the principle is the same: a buyer and a seller, or their dealers, agree a price directly.

There is no central exchange matching every order. Much of the world's financial activity is traded this way.

Government and corporate bonds, foreign exchange and many derivatives such as swaps are largely OTC, and so are shares of smaller companies that do not meet the listing standards of a major exchange. Large institutions use OTC markets because they can tailor the size, timing and terms of a deal.

The flexibility comes with trade-offs. Prices are less visible, so a buyer may not know whether the dealer's quote is competitive without asking several dealers.

Spreads, the gap between the price a dealer will buy at and sell at, tend to be wider for less actively traded instruments. There is also counterparty risk, meaning the risk that the other side fails to honour the deal.

On an exchange, a clearing house stands between the parties and guarantees settlement. In an OTC trade, the two parties rely on each other and on legal agreements and collateral, although regulation has pushed many standard derivatives into central clearing.

For a finance team, the practical lessons are to obtain more than one quote, to understand who the counterparty is and what collateral is needed, and to record trades properly. Because OTC trades are not on a public screen, the company's own records and confirmations are the main evidence of what was agreed.

Regulation has changed the picture since the financial crisis. Standard derivatives are increasingly required to be reported to a central database and, where they are simple enough, cleared through a clearing house.

These rules were introduced to make the OTC market more transparent and to reduce the damage if one participant fails.

In practice

Real-world examples.

1

Example

A manufacturer expects to pay 5,000,000 euros to a supplier in six months and wants to fix its dollar cost. It agrees a forward contract directly with a bank, tailored to the exact amount and date. Because the deal is private, there is no exchange price to compare, so the treasurer obtains quotes from three banks.

2

Example

An early-stage mining company sells shares through an OTC market because it is too small for a main exchange. Investors can trade the shares, but there are few buyers on any given day. The wide spread makes it expensive to sell a large holding quickly.

3

Example

A corporate bond fund buys $8,000,000 of a company's bonds from a dealer. The trade is arranged by phone and message, and the fund checks the price against recent trades in similar bonds before agreeing.

Formula

Calculation

Round-trip cost of a spread = (ask price - bid price) x number of shares A dealer quotes a bid of $1.90 and an ask of $2.10 for a thinly traded OTC share. An investor buys 10,000 shares at the ask and later sells them at the bid. The cost of the spread is (2.10 - 1.90) x 10,000 = 0.20 x 10,000 = $2,000. As a share of the purchase cost of 2.10 x 10,000 = $21,000, that is about 9.5%, before any commission.

Case study

Seen in the real world.

Harlow Freight is a fictional shipping company used here as an illustrative example. Its treasurer needed to hedge fuel costs for the next year and chose a tailored swap with a bank because exchange contracts did not match the company's exact needs.

The swap fixed the fuel price on 1,200,000 gallons at $3.00, protecting a budget of $3,600,000. When fuel prices spiked, the company saved a substantial amount compared with market rates.

Later, the treasurer realised the company depended on a single bank for the contract and had not negotiated collateral terms, so a failure by the bank would have left the hedge worthless. The illustrative lesson is that OTC deals offer a tailored fit but need careful attention to who is on the other side.

Watch out

Common mistakes.

  • Assuming OTC means unregulated, when many OTC markets are supervised and subject to reporting rules.
  • Accepting a single dealer's quote without comparing others, which may leave money on the table.
  • Overlooking counterparty risk, when the other party might fail to deliver or pay.

Questions

People also ask.

Is OTC trading only for small, risky companies?

No, the largest part of OTC trading is in bonds, currencies and derivatives traded by major institutions.

Why would anyone choose OTC over an exchange?

Because OTC contracts can be customised for size, date and terms, which exchange-traded products cannot always match.

How are OTC trades settled?

Through bilateral agreements between the parties or, for many standard products, through a central clearing house.

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Last updated · October 8, 2026
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