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Non-Issuer Transaction


A non-issuer transaction refers to a sale or trade of a security where the original issuer of the security isn’t involved in the transaction. Instead, the transaction is between two different parties, such as buyers or sellers. Most stock trades on the secondary market are examples of non-issuer transactions.


The phonetic pronunciation of “Non-Issuer Transaction” is:Non: /nɒn/Issuer: /ˈɪs.juː.ər/Transaction: /trænˈzæk.ʃən/

Key Takeaways

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  1. A Non-Issuer Transaction refers to a sale not directly involving the original issuer of the securities. It involves secondary market transactions, which contributes to liquidity in the marketplace as it allows investors to freely buy and sell securities after they’ve been issued.

  2. Some common examples of non-issuer transactions include trades made on stock exchanges, over-the-counter (OTC) transactions, and private transactions between investors. These transactions occur independently of the issuing company and do not result in any capital raising for the firm.

  3. This can be contrasted with issuer transactions, which directly involve the issuing entity and contribute to the initial sale or issuance of the securities. The fund raised from these transactions are typically used by the companies for operation and expansion.

“`The above content describes what a non-issuer transaction is, where it typically takes place, and how it appears alongside issuer transactions.


Non-Issuer Transaction is an important business/finance term as it pertains to transactions involving securities that are not directly issued by the entity to which they belong. This represents any trade or deal, such as selling or buying, made by shareholders, brokers, or other individuals, rather than the initial issuing organization. It is significant because it plays a considerable role in the secondary market where the trading of such securities largely occurs. It also impacts the market’s liquidity and price determination as it aids in establishing a real-time market value of a particular security based on supply and demand dynamics. Therefore, understanding Non-Issuer Transactions is crucial for market participants and investors for better market analysis and investment decisions.


The purpose of non-issuer transactions fundamentally serves as a mechanism in the financial and business field through which securities are bought, sold, or traded, independent of the original issuer of those securities. This means that the party who initially offered the securities for sale (the issuer) no longer has direct involvement in the process, allowing for the free exchange of these securities in secondary markets such as stock exchanges. These transactions have an essential role in providing liquidity in the market, giving investors the flexibility to sell their investments whenever they see fit.Non-issuer transactions also have a pivotal role in determining market prices based on supply and demand dynamics. As these transactions do not involve the initial issuer, the prices are primarily determined by the buyers and sellers in the market based on their perceptions of the security’s value, thus offering a more accurate reflection of the security’s market value. This also creates an opportunity for investors to profit from price differences through speculative trading. Without non-issuer transactions, the financial marketplace would be significantly less dynamic, limiting the opportunities for investors and reducing the effectiveness of the capital market system.


1. Secondary Market Trading: One of the most common non-issuer transactions is the trading of stocks and bonds on the secondary market, like the New York Stock Exchange or NASDAQ. In these transactions, securities are bought and sold among investors, not by the issuing company itself. For instance, if an investor decides to sell shares of Apple Inc., he is engaging in a non-issuer transaction.2. Mergers and Acquisitions: In a scenario where two companies decide to merge or when one company decides to acquire another, they exchange securities as part of the deal but the issuer of the securities is not directly involved in the transaction. For example, if Company A decides to acquire Company B by buying all of its shares from current shareholders, that would be a non-issuer transaction.3. Mutual Fund Trading: When an investor decides to sell their mutual fund shares to another investor, that is also a non-issuer transaction. The mutual fund company that issued the shares is not a part of the transaction, it’s only between the investor who owns the shares and the investor who wants to buy them.

Frequently Asked Questions(FAQ)

What is a Non-Issuer Transaction?

A Non-Issuer Transaction is a sale of a security where the selling party is not the one who originally issued the security. It usually involves investors trading the security amongst themselves.

Is the issuer involved in a Non-Issuer Transaction?

No, the issuer is not involved in a non-issuer transaction. The exchange happens directly between the buyer and the seller without the involvement of the original issuer of the securities.

What is the difference between an Issuer Transaction and a Non-Issuer Transaction?

An issuer transaction involves the sale of securities by the original issuing entity, commonly as a means of raising funds. A non-issuer transaction, on the other hand, involves the exchange of these securities between investors after the initial issue.

Can a non-issuer transaction be performed on any type of security?

Yes, non-issuer transactions can be carried out on various types of securities such as stocks, bonds, or derivatives, as long as they are being sold by an entity other than the original issuer.

How does a non-issuer transaction affect the issuer?

Generally, non-issuer transactions do not affect the issuer directly since they are not involved in the sale. However, large volumes of these non-issuer sales can influence the market perception and pricing of the issuer’s stocks or securities.

Who benefits from a non-issuer transaction?

The benefits of a non-issuer transaction mainly go to the buyer and the seller involved in the trade. The buyer acquires the security at the agreed price while the seller gets the funds from the sale.

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