What Is Failure To Deliver? (2024)

Investing

ByMike Price

Updated on June 28, 2022

Reviewed by

Michael J Boyle

Reviewed byMichael J Boyle

Michael Boyle is an experienced financial professional with more than 10 years working with financial planning, derivatives, equities, fixed income, project management, and analytics.

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Key Takeaways

Failure to deliver is when one party of a stock transaction doesn’t deliver their part.
For the buyer, this means the cash; for the seller, it means the stock.
Naked short selling is one cause of failure to deliver, but many others exist.
Many failures to deliver are cleared within a few trading days.

Definition and Examples of Failure To Deliver

“Failure to deliver” is the phrase used by the investing community when one party in a transaction doesn’t follow through with their side of an investment contract or transaction. Generally, it happens when shares or funds aren’t delivered to the buyer or seller on the settlement date.

Naked short sales and selling an asset without borrowing it first are two of the leading causes for failures to deliver. In the case of naked short sales, a failure to deliver can have a compounding effect.

For example, imagine that you arranged to purchase an asset on April 26 and take delivery of it on April 27. You then contracted to sell it to another investor on April 27 at a higher price than you paid. On April 26, you pay for the asset, but on the 27th, the other party did not deliver it. What makes it compound is that the investor you were going to sell to did the same thing you did, and the one they were selling to was also going to use it in a naked short sale.

Note

Short sales and naked short sales are not illegal; the SEC says that in some circ*mstances, they help bring liquidity to the market.

A recent example of failure to deliver focused on Gamestop (GME) shares. On January 28, 2021, more than one million Gamestop shares with an average price of $347.51 failed to deliver. Gamestop’s share price had risen from $20 per share two weeks earlier as retail investors from Reddit and other websites bought into the stock. According to the SEC, many investors blamed the failures to deliver on naked short selling.

How Does Failure To Deliver Work?

As explained previously, failure to deliver is not delivering the agreed-on assets or funds. However, the causes of a failure to deliver are not so easy to explain. In most cases, an entity fails to deliver because of circ*mstances out of its control; it might also fail because it didn’t account for and reduce the risks of any scenarios that might keep it from fulfilling its obligations.

Failure To Deliver Causes

Failure to deliver often happens due to errors or processing delays. In these instances, the delivery is expected to settle in the next few days when it’s removed from the Securities and Exchange Commission (SEC) failure list. The party that failed to deliver might be fined for the failure.

Note

The Financial Regulatory Authority (FINRA) is the entity that works to prosecute failures to deliver under Regulation SHO.

You might see instances of failure to deliver among investing transactions of any kind. The most well-known causes are short sales; however, the SEC notes that a failure to deliver can also happen on a long sale.

The SEC tracks daily failures to deliver and publishes the data on its website. The data reported by the agency represents the aggregate net balance of shares not delivered on a particular day.

For example, Ferroglobe PLC (GSM) was on the SEC’s failure to deliver list for February 2022. Its entry for Feb. 11, 2022, is:

SETTLEMENT DATE	CUSIP	SYMBOL	QUANTITY (FAILS)	DESCRIPTION	PRICE
2022021	G33856108	GSM	538	FERROGLOBE PLC ORD SHS (GBR)	6.86

Ferroglobe PLC listed many reasons it could fail to deliver on its annual filing (Form 20-F). Among these reasons are:

Historic cyclicality of the metals industry
Swings in market price and demand
Equipment failures
The ability to renew or acquire permits

Trade secrets, company processes, and several other internal factors are not required to be reported, so it may not be easy to figure out why a company failed to deliver. However, the company may publish why it happened to ease investors’ concerns.

What It Means for Individual Investors

For the most part, individual investors aren’t affected by failures to deliver. Individuals can’t perform naked short selling because SEC regulations require brokers to locate shares before individual transactions.

It’s possible you could be on the other end of a naked short (i.e., the buyer who isn’t delivered shares), but in most cases, you’d be made whole in a few days.

If you’re worried about naked short selling or being delivered phantom shares that don’t exist from a naked short seller, most brokers will offer to send you the physical share certificate for a fee.

FAQs

What happens in a failure to deliver? ›

Failure to deliver (FTD) refers to not being able to meet one's trading obligations. In the case of buyers, it means not having the cash; in the case of sellers, it means not having the goods. The reckoning of these obligations occurs at trade settlement.

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Is failure to deliver illegal? ›

Failure to comply means that the broker cannot sell that stock short either for its own account or for customers, unless the shares are not only located but also pre-borrowed. Failure to deliver shares also exposes brokers to fines and other sanctions.

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What is failure to deliver as per contract? ›

A breach of contract occurs when one party in a binding agreement fails to deliver according to the terms of the agreement. A breach of contract can happen in both a written contract and an oral contract. The parties involved in a breach of contract may resolve the issue among themselves or in a court of law.

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What happens with FTD stock? ›

This term refers to a situation where a securities transaction doesn't go as planned, resulting in a buyer not receiving their purchased shares or a seller not receiving the expected cash. There are a few reasons why this can happen. One reason is the lack of available shares.

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What is an example of failure to deliver? ›

In finance, a failure to deliver (also FTD, plural: fails-to-deliver or FTDs) is the inability of a party to deliver a tradable asset, or meet a contractual obligation. A typical example is the failure to deliver is when a purchaser of a security does not have the cash, or shares as part of a short transaction.

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Who is responsible for a failed delivery? ›

Your item was delivered by a courier

If your item wasn't delivered to the location you agreed, it's the seller's legal responsibility to sort out the issue. You can ask them to redeliver your item.

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What happens if a trade doesn't settle? ›

In financial markets, if a seller does not deliver stock or a buyer does not pay owed funds by the settlement date—which in the US is the trade date plus two days (T+2)—then the transaction is said to fail. Fails turn into aged fails when the trade still has not settled 30 days after the trade date.

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What to do when a vendor doesn't deliver? ›

How do you handle a vendor who is not delivering goods or services on time?

Communicate clearly and calmly.
Negotiate a fair compensation.
Seek alternative solutions.
Review and evaluate your vendor relationship. Be the first to add your personal experience.
Learn from your experience.
Here's what else to consider.

Jan 7, 2024

Keep Reading ›

Is there a time limit on short selling? ›

When an investor or trader enters a short position, they do so with the intention of profiting from falling prices. This is the opposite of a traditional long position where an investor hopes to profit from rising prices. There is no time limit on how long a short sale can or cannot be open for.

Learn More Now ›

What happens if a seller fails to deliver the goods? ›

When a seller fails to deliver a load in breach of contract, the buyer has two (2) options. First, the buyer can “cover” by buying the same or similar product. It is good practice for the buyer to notify the seller in writing before making substitute purchases.

Find Out More ›

Is a contract valid if not delivered? ›

Code § 8401. The general rule, however, as expressed in Section 1550 is that delivery is not necessary to form a contract.

What happens if you can't fulfill a contract? ›

Breach of contract happens when one party to a valid contract fails to fulfill their side of the agreement. If a party doesn't do what the contract says they must do, the other party can sue.