GLOSSARY // Market Structure
Failure to Deliver (FTD)
A failure to deliver happens when the seller of a security does not hand over the shares by the settlement date — under the US T+1 cycle, one business day after the trade. The buyer paid, the shares never arrived, and the trade sits unsettled on the books of the clearing system.
Most FTDs are plumbing: processing errors, a borrowed share recalled at the wrong moment, an ETF create/redeem timing gap. The regulatory concern is naked short selling — shorting without borrowing — which Regulation SHO polices with a close-out requirement: persistent fails must be bought in.
A stock joins the Reg SHO threshold list when fails total at least 10,000 shares and 0.5% of shares outstanding for five consecutive settlement days. The SEC publishes FTD data for every security twice a month, and traders scan it for names where fails are piling up alongside high short interest.
A stock with 20,000,000 shares outstanding shows fails of 180,000 shares — 0.9% of shares outstanding — for six straight settlement days and lands on the threshold list. Brokers must now close out the fails by buying shares in, adding forced demand to a name that already carries 25% short interest.
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Educational only — not financial advice. Definitions simplified for clarity; markets are messier than definitions.