Pink sheets are an over-the-counter (OTC) market that connects broker-dealers electronically. Trading over-the-counter (OTC) refers to the process of how securities listed on the pink sheets are traded through a broker-dealer network. There is no trading floor and the quotations are also all done electronically. Since there is no central trading floor or stock exchange like the New York Stock Exchange (NYSE), the pink sheet-listed companies do not have the same criteria to fulfill as the companies listed on national stock exchanges. Many stocks listed on the pink sheets are low-priced penny stocks that trade for under $5 a share.
Pink sheets got their name because the original pink sheets listing the stocks were actually printed and distributed on pink pieces of paper. Today, they are known technically as OTC Pink and are managed by the OTC Markets Group.
- Pink sheet-listed companies are companies that are not listed on a major exchange like the New York Stock Exchange (NYSE) or the Nasdaq.
- Pink sheet-listed stocks trade over-the-counter (OTC), which means the stocks are traded through a broker-dealer network.
- One advantage of trading the pink sheets is the stocks are inexpensive per share, which means even penny moves can bring an investor a good return because of the higher volatility levels.
- Disadvantages of the pink sheets include a lack of financial information regarding companies and the thinly traded marketplace that can make it difficult to enter and exit trades.
- The tier system is a rating system that ranks companies by their hazard or risk level.
OTC Pink Listing Requirements
Pink sheet-listed companies have no requirements to be listed. All a company needs to do to get listed on the pink sheets is to submit electronic Form 211, which is provided by the Financial Industry Regulatory Authority (FINRA). Usually, this is done on behalf of a company by a market maker.
The form asks for current financial information. The more willing a company is to show its financial statements, the easier it is for a broker-dealer to quote a price for that company. Some companies will make it easier and others will not. They are under no obligation to do so, and because of this, transparency is not comparable to financials for exchange-listed companies.
Pink sheet-listed companies are usually very small, tightly held, and may also be thinly traded. The most difficult part about the pink sheet-listed companies is many of them do not even file annual or periodic reports with the Securities & Exchange Commission (SEC). These SEC filings provide valuable information that helps financial professionals and investors make decisions when evaluating a company as a potential investment. Without this information, it can be very difficult—if not nearly impossible—for an average investor to get any real information regarding these companies.
OTCBB Versus Pink Sheets
You may have seen the term "OTCBB" on a stock quote, which stands for over-the-counter bulletin board. The OTCBB is a quotation service that also lists over-the-counter securities. The pink sheets are a privately held company, while FINRA provides the OTCBB service.
The other difference between the pink sheets and OTCBB is that there are stricter standards for OTCBB. OTCBB issuers have to register with the SEC. For the purpose of this article, we will only discuss the pink sheets quotation system.
Advantages of the Pink Sheets
The biggest advantage of trading pink sheets is that they are very inexpensive per share—some cost even less than $1. Because of this, even penny moves can mean a great return for an investor because of the higher volatility levels.
Another advantage is finding a once-strong company that has subsequently been beaten down. If a company was once listed on a major exchange like the NYSE but has been delisted because it no longer meets certain requirements, an investor could buy shares of that company with the hope it could make a comeback. Usually, a company is delisted because of a major financial event that makes the company's future bleak.
Being early to a party may not be hip, but being early on a rising stock certainly is. When it comes to pink sheets-listed companies, you can invest in a small company that may not be nationally known. Investing in this company can be quite profitable if it continues to grow; it may even end up on a major exchange in the future.
Another advantage of pink sheets firms is the introduction of a classification or tier system for differentiating stocks. These tiers make it easier to steer clear of the higher-risk companies listed on the pink sheets market.
Disadvantages of the Pink Sheets
One should not forget that there are many disadvantages for investors to consider as well. First and foremost is limited information. Pink sheet-listed companies do not need to report any information to investors. This can make it difficult to know what you're buying and how the company is doing over time.
Thinly traded companies are another disadvantage. Sure, you can buy 1,000 shares of the next Microsoft, but what if you made a nice profit and want to sell? When a stock is thinly traded, the chances of getting out without driving the price down are slim. No matter what the market, if you can't find a buyer, you won't get out of your position, and this is an even more difficult situation when it comes to pink sheets-listed companies. Bid-ask spreads are very high, and high bid-ask spreads can make it difficult to initiate a position in the stock.
Investors also have to be aware that these companies are not usually covered by analysts. If you read or watch financial media, they rarely (if ever) cover a company that is not listed on a major exchange. This requires a lot more due diligence on the part of the investor to locate information. Of course, that information may or may not be worthwhile in the end.
Understanding the basics of the bid-ask spread can help a pink sheet investor make better decisions regarding which investments to make and which ones to avoid.
The Pink Sheets Tier System
The pink sheets system now has market tiers in order to list the companies by their "hazard" or risk level. The tiers allow investors to quickly get an idea of what kind of company they are buying.
The first tier contains both international and U.S. companies that the pink sheets OTC market has deemed trustworthy and more investor-friendly.
- International Premier QX. These companies are based overseas and are listed on an international exchange, but they still meet the financial requirements of the NYSE Worldwide Listing Standards. These companies establish an independent audit and provide immediate certification by the chief executive officer (CEO) of any non-compliance with corporate governance. These companies, while listed in another country on another exchange, still provide the NYSE with a written and updated notification of their corporate governance practices.
- Premiere QX. These are companies listed in the U.S. that meet the Nasdaq's Capital Market continued listing standards. These companies may or may not report to the SEC, yet they still follow all of the guidelines listed by the Nasdaq.
Lower than the Trusted Tier, this one is made up of the following:
- Pink Quote OTCBB. These companies are listed in both the pink sheets system and the OTCBB. The bulk of all OTC stocks will be dually-listed. The OTCBB requires these companies to report to the SEC frequently.
- OTCBB Only. This is obvious, as these are companies only listed on the OTCBB market.
- Current Information. These are companies that are providing information with either the SEC or the OTC Disclosure and News Service. This information is no more than six months old. In order for companies to stay at this tier and not be moved down, they need to have filed a quarterly or annual report within 75 days after the last quarter has ended. The pink sheet OTC market will verify that the information has been posted.
Not for the faint of heart, companies falling in this tier will all be listed under "Limited Information." These are companies that fit one of the following criteria:
- They have information that is available to the general public, but is older than six months and does not usually conform to the pink sheets OTC-market guidelines.
- They have filed with the SEC but have not updated their information.
- They have filed information with the OTC Disclosure and News Service. They must have, at a minimum, a balance sheet, income statement, and shares outstanding within the last six months.
- They have gone bankrupt. Newly bankrupt companies are required to file information with the OTC Disclosure and News Service promptly.
There are two types of companies that will fall into this memorably named tier:
- No Information. You will see this category listed with a stop sign as a symbol. These are companies that are defunct or have not filed any information with either the SEC or the OTC Disclosure and News Service within the last six months. These companies are the ones that you need to be very cautious about.
- Gray Market. The symbol for the gray market is an exclamation point. Companies in this category do not have a market maker. These companies are listed on neither the OTCBB nor the pink sheets. This category has no market transparency. Trades in this category are made by a broker-dealer and reported to their self-regulatory organization (SRO). The SRO will distribute the trade information, which is how prices can be tracked.
This tier advertises its extreme risk level by having a skull-and-crossbones symbol. There is only one category in this group:
- Caveat Emptor. Here, the title says it all: "buyer beware." The Caveat Emptor tier is described on the pink sheets website as consisting of "stocks that are the subject of unsolicited spam, questionable promotion, regulatory suspensions, disruptive corporate actions (including reverse mergers), or other public-interest concerns." These are companies that are either scams or not actual businesses.
How to Invest in Pink Sheet Stocks
If you are interested in investing in pink sheet stocks you will need to find a broker. If you already have a brokerage account, chances are the broker will allow you to trade pink sheet stocks, although some brokerage firms only allow seasoned clients trading privileges in the pink sheet market.
They will also ask you to sign an additional form that says you understand the risks associated with trading pink sheets stocks. A lot of investors like to use a different broker with better rates—some will charge a flat fee and others will charge a different fee to trade pink sheet stocks.
Why Would a Company List on the Pink Sheets?
OTC markets like the Pink Sheets are sometimes a good option to list shares for companies that are too small or otherwise don't meet the listing criteria for major exchanges.
Are Pink Sheet Stocks Risky?
Because Pink Sheets tend to list penny stocks, they are often more volatile and higher risk than larger companies listed on traditional exchanges. You should not forget that there are many companies listed that are not interested in giving out information, and investing in them can mean losing all of the money you invested. The biggest appeal of pink sheet companies is their low price, and they are attractive to those investors that really want to get in on the ground floor of an up-and-coming company. Understanding the risks and the potential for losing your entire investment will allow you to make better decisions regarding these most speculative stocks.
Who Runs the Pink Sheets?
The Pink Sheets, technically known as OTC Pink, is run by the OTC Markets Group. OTC Markets Group hosts securities in three tiers: OTCQX, which has the most stringent listing requirements, the OTCQB, which is the venture market, and the Pink Open Market (OTC Pink), which includes companies in financial distress or bankruptcy. Of the three tiers, the Pink Sheets represent the largest number of companies and highest trade volume.
The Bottom Line
Pink sheets have come a long way, and with the help of the expanding OTC markets, more information and some standards have been set to help investors find out about the companies listed on the pink sheets. The introduction of a tier system will only make those other legitimate companies listed in the pink sheet market better equipped to attract investors. Pay very careful attention to the tier system that the pink sheet market has set up and consult an investment professional to help steer you in the right direction before taking the plunge on pink sheet stocks.