Uptick Rule

The original Rule 10a-1 was eliminated by the SEC on July 6, 2007 following empirical evidence from a pilot programme suggesting it had limited effectiveness in modern electronic markets, and was replaced on February 24, 2010 with the alternative uptick rule — SEC Rule 201 of Regulation SHO at 17 CFR 242.201 — a circuit breaker approach that restricts short selling only when a specific stock has declined ten percent or more from its prior day's closing price, at which point short sales in that security are restricted to prices above the current national best bid for the remainder of the triggering day and the following trading day. 

The uptick rule — both its historical original form and its current alternative incarnation — is directly tested on the Series 7 examination in the context of short selling regulation, Regulation SHO, and the mechanics of the ten percent circuit breaker trigger.

The Original Uptick Rule — Rule 10a-1 and Its Historical Context

The original uptick rule emerged from the regulatory response to the 1929 stock market crash and the congressional investigations of the early 1930s that examined the role of short selling in accelerating market declines. While the empirical evidence linking short selling to the crash's severity was debated among economists and regulators, Congress and the SEC responded to widespread public and political concern about short sellers by creating a framework that would prevent short sellers from relentlessly pushing prices lower by executing sales at successively declining prices.

SEC Rule 10a-1 — adopted under the authority of Section 10(a) of the Securities Exchange Act of 1934 — defined the plus tick and zero-plus tick conditions under which short sales of exchange-listed securities could be executed. A plus tick — also called an uptick — occurred when a short sale was executed at a price strictly above the immediately preceding different sale price. If the last two trades were at ten dollars and then ten dollars and ten cents, a short sale at ten dollars and ten cents or above was on a plus tick. A zero-plus tick occurred when a short sale was executed at a price equal to the immediately preceding sale price but that price was itself higher than the last different price — if the trade sequence was nine dollars and ninety cents, ten dollars, ten dollars, then a short sale at ten dollars was on a zero-plus tick because the current price of ten dollars is the same as the last trade but higher than the last different price of nine dollars and ninety cents.

Rule 10a-1 applied to securities listed on national securities exchanges — primarily NYSE-listed stocks — but not to NASDAQ-listed stocks, which were governed by a separate bid test under NASD rules prohibiting short sales at prices below the best published bid when that bid was itself declining. This structural inconsistency between the exchange and NASDAQ short sale rules was one of several issues the SEC addressed when it undertook a comprehensive review of short sale regulation in the mid-2000s.

The Pilot Programme and Elimination of Rule 10a-1

In 2004 and 2005 the SEC implemented a pilot programme — adopted as part of Regulation SHO — that suspended the short sale price test of Rule 10a-1 for a randomly selected group of approximately one thousand exchange-listed stocks, allowing researchers to study the actual market impact of the price test restriction by comparing the pilot stocks — for which short selling was unrestricted — with the non-pilot stocks for which Rule 10a-1 continued to apply.

The empirical analysis of the pilot programme — conducted by SEC economists and independent academic researchers — found limited evidence that the original uptick rule was materially affecting market quality, liquidity, or price efficiency in the modern electronic trading environment. The markets had changed dramatically since 1938 — the introduction of decimal pricing in 2001 reduced the minimum price increment from one-eighth of a dollar to one cent, making the uptick test far easier to satisfy and far less meaningful as a constraint on short selling than when prices moved in eighth-of-a-dollar increments. The growth of electronic trading and algorithmic execution meant that short sellers could satisfy a one-cent uptick essentially immediately in liquid stocks — making the rule more of a technical compliance requirement than a meaningful restriction on short selling activity.

Based on this evidence the SEC voted on June 13, 2007 to eliminate Rule 10a-1, effective July 6, 2007, concluding that the original uptick rule was no longer providing meaningful investor protection or market stability benefits in the modern market structure. The elimination of Rule 10a-1 was one of the most significant changes to short selling regulation in the SEC's history — removing a rule that had been in place for nearly seventy years.

The 2008 Financial Crisis and the Return of Short Sale Restrictions

The elimination of Rule 10a-1 in July 2007 was immediately followed by the financial crisis of 2007 through 2009 — during which major financial institution stocks including Lehman Brothers, Bear Stearns, Washington Mutual, Fannie Mae, Freddie Mac, and AIG experienced catastrophic price declines in which aggressive short selling was believed by many market participants and regulators to have played a destabilising role. The political and regulatory pressure to reinstate some form of short sale price restriction became intense.

In September 2008 the SEC took the emergency action of temporarily banning short selling in approximately eight hundred financial company stocks — a blunt prohibition rather than a price test — during the most acute phase of the financial crisis. When this emergency ban expired the SEC began a formal rulemaking process to develop a permanent replacement for the eliminated Rule 10a-1 that would address the market stability concerns exposed by the crisis while being more appropriate for the modern electronic trading environment than the original tick-based rule.

After releasing four alternative approaches for public comment in April 2009 — including variants of the original tick test, bid tests, and circuit breaker approaches — and receiving more than four thousand three hundred comment letters plus conducting a public roundtable in May 2009, the SEC adopted the alternative uptick rule on February 24, 2010 as Rule 201 of Regulation SHO at 17 CFR 242.201. The alternative uptick rule became effective on May 10, 2010.

Rule 201 — The Alternative Uptick Rule — The Current Framework

SEC Rule 201 of Regulation SHO is the current regulatory framework governing short sale price restrictions — a circuit breaker approach that applies restrictions only to securities experiencing significant intraday price declines rather than imposing a continuous price test on all short sales at all times.

The circuit breaker trigger is the foundational mechanism of Rule 201 — the rule activates for a specific security when that security's price declines by ten percent or more from its prior trading day's closing price as determined by the security's listing market during any intraday trading session. The ten percent threshold is measured against the prior day's closing price — not against any intraday price — and is monitored continuously throughout the trading day. The circuit breaker can be triggered at any point during the trading session from the market open through the close of regular trading hours.

When the ten percent circuit breaker is triggered for a specific security the alternative uptick rule immediately restricts short selling in that security for the remainder of the triggering day and for the entire following trading day. During this restriction period short sale orders in the affected security may only be displayed or executed at a price that is strictly above the current national best bid — the highest bid price across all national securities exchanges and alternative trading systems at the moment the short sale order is submitted. The restriction allows short sellers to participate only on upticks — when the execution price is above the current best bid — giving long sellers who can sell at the bid price priority over short sellers in the declining market.

The rationale for the ten percent threshold and the above-best-bid restriction reflects the SEC's intent to target the rule at securities experiencing significant downward price pressure — situations where the risk of a destabilising short selling cascade is most acute — while leaving unrestricted the normal day-to-day short selling activity in securities not experiencing unusual price declines. The SEC's February 24, 2010 press release stated explicitly that the alternative uptick rule is designed to restrict short selling from further driving down the price of a stock that has dropped more than ten percent in one day and to enable long sellers to stand at the front of the line and sell their shares before short sellers once the circuit breaker is triggered.

The Price Restriction — Above the National Best Bid

The specific price restriction imposed by Rule 201 — that short sales must be executed above the current national best bid — is the examination-critical detail that distinguishes the alternative uptick rule from the original uptick rule and that is directly tested on the Series 7 examination.

Under the original Rule 10a-1 the price test was based on the last sale price — the short sale had to be at a price above the last transaction price — a tick-based test that depended on the sequence of actual trades. Under Rule 201 the price test is based on the national best bid — the highest price at which any market participant is currently willing to buy the security across all venues — regardless of the price of the last actual transaction. This shift from last-sale-price to best-bid-price reflects the evolution of market structure — in a modern electronic market with multiple competing trading venues, the national best bid is a more meaningful real-time reference for the market's current buying interest than the last sale price which may have occurred milliseconds ago on a different venue.

When a security is subject to the Rule 201 restriction, a short sale order is permissible only if its limit price is strictly above the current national best bid at the time the order is displayed or executed. A market short sale order — with no limit price — cannot be executed in a security subject to the Rule 201 restriction because there is no guarantee that the market order will execute above the best bid. All short sale orders in restricted securities must be submitted as limit orders with a limit price above the current national best bid.

Re-Triggering — The Circuit Breaker Can Be Repeatedly Activated

An important operational detail of Rule 201 confirmed in the SEC's FAQ guidance on the rule is that the circuit breaker can be re-triggered for the same security on consecutive days — there is no limit on the frequency or number of times the circuit breaker can be activated for any specific stock.

If a security triggers the circuit breaker on Monday — declining ten percent from Friday's close — the Rule 201 restriction applies for the remainder of Monday and all of Tuesday. If on Tuesday the security again declines ten percent from Monday's close — while already subject to the restriction — the circuit breaker re-triggers and the restriction extends through Wednesday as well. Each successive ten percent intraday decline from the prior day's close resets the restriction period forward by one additional day.

This re-triggering capability ensures that the restriction remains in effect throughout a sustained price decline rather than expiring after a single day if the price decline continues on the day following the initial trigger. A stock experiencing a multi-day severe decline — such as a company facing a catastrophic news event — remains subject to the alternative uptick rule throughout the decline as long as it continues to trigger the ten percent threshold each day.

Exemptions From Rule 201 — When the Restriction Does Not Apply

Rule 201 of Regulation SHO includes specific exemptions that allow certain short sale transactions to proceed without the price restriction even when the circuit breaker has been triggered for a specific security.

The most important exemption is the market maker exemption — registered market makers in the restricted security who are engaging in bona fide market making activity — providing continuous two-sided quotes and facilitating customer order flow — are exempt from the Rule 201 price restriction. This exemption recognises that market makers perform an essential liquidity function that would be severely impaired if they were prohibited from selling short at the bid to facilitate customer buy orders during a period of market stress. Without this exemption, market makers would be unable to provide their liquidity function precisely when that function is most needed — during a rapid price decline when buyers and sellers are most urgently seeking execution.

The odd-lot exemption allows short sales in quantities of less than one round lot — fewer than one hundred shares — to be executed without the Rule 201 restriction regardless of whether the circuit breaker has been triggered. This exemption reflects the de minimis nature of odd-lot transactions and their negligible market impact.

The volume-weighted average price exemption — for certain VWAP transactions — allows short sales at the VWAP of a security during a trading session to proceed without the Rule 201 restriction if the transaction meets the specific conditions of the exemption.

The Uptick Rule and Regulation SHO — The Broader Framework

Rule 201 exists within the comprehensive short selling regulatory framework of Regulation SHO — 17 CFR Part 242 Rules 200 through 204 — which covers the full range of short selling obligations including the marking requirements for short sale orders, the locate requirement prohibiting naked short selling, the close-out requirement for fails-to-deliver, and the broker-dealer policies and procedures required to implement all of Regulation SHO's provisions.

The Regulation SHO framework is discussed comprehensively in the Short Selling and Regulation SHO entries of this dictionary. The uptick rule — as Rule 201 of Regulation SHO — is one component of this larger framework, specifically addressing the price restriction aspect of short sale regulation while the other provisions of Regulation SHO address the delivery and locate dimensions of short selling compliance.

Examination Relevance and Key Takeaways

The uptick rule is tested on the Series 7 examination in the context of short selling regulation, Regulation SHO, the circuit breaker trigger mechanism, and the specific price restriction imposed when the circuit breaker is activated.

The key points to retain are these.

The original uptick rule — SEC Rule 10a-1 adopted in 1938 — required short sales of exchange-listed securities to be executed at a price above the last different sale price — a plus tick — or at the last sale price if it was higher than the last different price — a zero-plus tick. Rule 10a-1 was eliminated effective July 6, 2007 following an SEC pilot programme demonstrating limited effectiveness in the modern electronic decimal-pricing environment.

The current alternative uptick rule — SEC Rule 201 of Regulation SHO at 17 CFR 242.201 — adopted February 24, 2010 effective May 10, 2010 — uses a circuit breaker approach triggered when a specific security's price declines ten percent or more from its prior day's closing price during any intraday trading session. When the ten percent circuit breaker is triggered, short selling in that security is restricted to prices strictly above the current national best bid — the above-best-bid restriction — for the remainder of the triggering day and the entire following trading day. The restriction gives long sellers priority over short sellers in a declining market by allowing long sellers to execute at the bid while restricting short sellers to prices above the bid.

The circuit breaker can be re-triggered for the same security on consecutive days with no limit on frequency — each successive ten percent intraday decline from the prior day's close extends the restriction by one additional trading day. The above-best-bid price restriction requires that all short sale orders in restricted securities be submitted as limit orders — market short sale orders cannot be executed in restricted securities because there is no guarantee of execution above the national best bid. Key exemptions include registered market makers engaged in bona fide market making activity — exempt to preserve the liquidity function — and odd-lot transactions of fewer than one hundred shares.