DEFINITION of 'Upstairs Trade'

A buy or sell transaction for an exchange-listed stock that is not executed through an exchange. The upstairs trade is executed with different terms and pricing than would be available through the exchange. Some exchanges do not allow upstairs trading. The trade does not occur on the trading floor but in a separate location.

BREAKING DOWN 'Upstairs Trade'

Upstairs trading, along with trading by dark pools and market makers, is a type of off-board trading. Off-board trading is criticized for allegedly depressing a security's public price as available through an exchange. In 2010, 30% of U.S. equities trading was off-board. These types of trades are typically large transactions that may be kept off the floor to avoid large price impacts or front running.

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