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Investing » What Is the OTC Market? A Guide to Over-the-Counter Stocks

What Is the OTC Market? A Guide to Over-the-Counter Stocks

Discover what the OTC market is, how it works, what assets are traded, and key risks and benefits for investors in this complete guide.
Author: Baruch Mann (Silvermann)
Interest Rates Last Update: April 1, 2025
The banking product interest rates, including savings, CDs, and money market, are accurate as of this date.
Author: Baruch Mann (Silvermann)
Interest Rates Last Update: April 1, 2025

The banking product interest rates, including savings, CDs, and money market, are accurate as of this date.

We earn a commission from our partner links on this page. It doesn't affect the integrity of our unbiased, independent editorial staff. Transparency is a core value for us, read our advertiser disclosure and how we make money.

The information provided on this website is for informational and educational purposes only and does not constitute financial, investment, or legal advice. We do not provide personalized investment recommendations or act as financial advisors.

Table Of Content

What Is the OTC Market?

The over-the-counter (OTC) market is a decentralized marketplace where trading happens directly between two parties, rather than through centralized exchanges like the NYSE or NASDAQ.

It’s commonly used for trading stocks of smaller companies that don’t meet listing requirements or choose not to list on major exchanges. 

Because it isn't bound by the same strict regulations as formal exchanges, the OTC market offers more flexibility—but also greater risk.

As a result, while it offers opportunities for growth, the lack of transparency and lower liquidity means investors must do more due diligence before making trades

How OTC Trading Works Compared to NYSE and NASDAQ

Unlike the NYSE and NASDAQ, which are centralized and regulated exchanges, the OTC market operates through broker-dealer networks without a physical location.

This difference impacts liquidity, transparency, and the types of companies traded. Here's a quick comparison:

Feature
OTC Market
NYSE
NASDAQ
Regulation Level
Less regulated
Heavily regulated
Heavily regulated
Listing Requirements
Minimal
Strict
Strict
Trade Transparency
Limited
High
High
Typical Companies
Small/startups
Large corporations
Tech-heavy firms
Trading Method
Dealer-driven
Auction-based
Dealer/automated
Physical Exchange
No
Yes
No

For instance, a startup in biotech may choose to trade OTC because it’s not yet profitable and can’t meet NYSE’s financial criteria.

However, a large company like Apple trades on NASDAQ due to its high regulatory compliance and public visibility.

OTC Market: Which Popular Assets Are Traded?

Many investors associate the OTC market with penny stocks, but it also includes a wide range of financial instruments. These markets offer access to assets that are less commonly available through traditional exchanges.

Examples of commonly traded OTC assets:

  • Penny stocks – Thinly traded companies like small-cap biotech firms or startups.

  • Foreign ADRs – International firms such as Nestlé (NSRGY) that don't trade on U.S. exchanges directly.

  • Corporate bonds – Debt instruments from smaller or private companies.

  • Derivatives – Customized swaps or options traded between institutions.

For example, an investor seeking exposure to a Swiss company like Nestlé might buy its ADR over-the-counter.

Similarly, fixed-income investors might purchase bonds issued by a mid-sized private energy firm not listed on public exchanges.

Investing in OTC Securities: Pros and Cons

Investing in over-the-counter (OTC) securities can open doors to unique opportunities, but it also brings specific risks that investors must weigh carefully:

Pros
Cons
Early access to growth firms
Limited liquidity
Low share prices
Poor financial transparency
Global stock exposure
Highly volatile
High potential upside
Risk of fraud or manipulation

OTC markets let you invest in startups or small-cap firms early in their growth, often before they go public on larger exchanges.

Because many OTC stocks are undervalued or unknown, their prices can spike quickly with positive news or earnings, as seen with some early-stage cannabis stocks.

You can invest in international companies via OTC-listed ADRs. 

Many OTC stocks trade under $5, making them affordable for retail investors who want to build positions with limited capital.

Many OTC securities have limited trading volume, which can make it hard to sell quickly or at a favorable price.

OTC companies aren’t subject to the same disclosure requirements as NYSE or NASDAQ firms, so financials may be outdated or incomplete.

OTC stocks can fluctuate dramatically due to speculation or low float, as seen in sudden spikes of meme stocks traded OTC.

Because of minimal regulation, some OTC stocks are associated with pump-and-dump schemes or shell companies.

How to Research OTC Companies?

Researching OTC companies requires a deeper look into disclosures, financials, and risk signals because they operate outside major stock exchanges.

Use otcmarkets.com to find company profiles, real-time quotes, financial disclosures, and their market tier (OTCQX, OTCQB, or Pink).

For example, OTCQX firms typically meet stricter standards and offer more transparency.

Not all OTC companies file with the SEC, but those that do can be researched via SEC EDGAR.

This is especially important for evaluating revenue, debt, and cash flow trends over time.

Because analyst coverage is limited, it’s important to monitor official press releases for major updates like mergers or FDA approvals, especially for industries like biotech or energy.

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Monitor news on Benzinga free plan (Screenshot taken by our team)

Look into the leadership team’s background and the company's core strategy. For instance, a tech startup may promise innovation but lack a clear revenue path.

Platforms like Stocktwits or Reddit may offer sentiment insights, but they’re also prone to hype and misinformation. Cross-reference with official sources to avoid being misled.

FAQ

Some OTC securities are regulated by the SEC, especially those in the OTCQX and OTCQB tiers. However, many Pink Sheet stocks have minimal oversight, making due diligence essential.

Yes, some large international companies like Nestlé and Roche choose to trade OTC in the U.S. using American Depositary Receipts (ADRs) instead of listing on exchanges.

Many penny stocks trade OTC, but not all OTC stocks are penny stocks. The OTC market also includes larger foreign companies and bonds.

Pink Sheets refer to the lowest tier of the OTC market, where companies are not required to provide regular financial disclosures. This makes them high-risk for investors.

Some brokers allow OTC stocks in IRAs, but restrictions often apply depending on the stock’s tier and risk level. It's best to check with your IRA custodian.

Market makers provide liquidity by quoting buy and sell prices for OTC stocks. However, spreads can be wide, especially in low-volume securities.

Companies may trade OTC because they don't meet listing requirements or want to avoid high costs and regulations associated with major exchanges.

Short selling OTC stocks is typically limited and may not be available through many brokers. It also carries higher risk due to low liquidity and price volatility.

There’s no formal limit, but low trading volume in OTC stocks can make it difficult to execute large trades without impacting the price.

Yes, most OTC securities trade during standard U.S. market hours, though some may have reduced liquidity in pre- or after-hours trading.

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Baruch Mann (Silvermann)

Baruch Silvermann is a financial expert, experienced analyst, and founder of The Smart Investor.  Silvermann has contributed to Yahoo Finance and cited as an authoritative source in financial outlets like Forbes, Business Insider, CNBC Select, CNET, Bankrate, Fox Business, The Street, and more.
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This website is an independent, advertising-supported comparison service. The product offers that appear on this site are from companies from which this website receives compensation. This compensation may impact how and where products appear on this site (including, for example, the order in which they appear).

This website does not include all card companies or all card offers available in the marketplace. This website may use other proprietary factors to impact card offer listings on the website such as consumer selection or the likelihood of the applicant’s credit approval.

This allows us to maintain a full-time, editorial staff and work with finance experts you know and trust. The compensation we receive from advertisers does not influence the recommendations or advice our editorial team provides in our articles or otherwise impacts any of the editorial content on The Smart Investor.

While we work hard to provide accurate and up to date information that we think you will find relevant, The Smart Investor does not and cannot guarantee that any information provided is complete and makes no representations or warranties in connection thereto, nor to the accuracy or applicability thereof.

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