Form 144 is the SEC notice an affiliate of a public company files before selling restricted or control securities under the Rule 144 safe harbor. It isn't a post-trade report. It's a declaration of intent, filed the same day the sell order goes to the broker, that puts the market on notice an insider plans to sell.
This guide covers what the form is, who must file it, when, and why the SEC requires it. It also covers how Form 144 differs from Rule 144, Rule 144A and Form 4, and what a filing does and doesn't tell the market. For the field-by-field EDGAR walkthrough, see Form 144 SEC Filing Instructions: 2026 Practitioner Walkthrough.
What Is Form 144?
Form 144 is formally titled "Notice of Proposed Sale of Securities Pursuant to Rule 144 Under the Securities Act of 1933." It is filed under Rule 144(h) and tells the SEC that an affiliate intends to sell securities in reliance on Rule 144's exemption from registration.
The form is a notice, not a permission slip. Rule 144(h)(3) says neither the filing nor the SEC's silence stops the Commission from acting on the sale. Form 144 asks for:
- The issuer's name, SEC file number and address
- The seller's name and relationship to the issuer (officer, director, 10% stockholder, or a member of the immediate family of any of them)
- Each broker or market maker, the shares to be sold, their aggregate market value as of a date within 10 days before filing, the shares outstanding, the approximate sale date and the exchange
- Table I: how and when the shares were acquired and paid for
- Table II: every sale of the issuer's securities in the past three months by the seller and by everyone whose sales are aggregated with the seller's
- The date a Rule 10b5-1 plan was adopted, if the sale relies on one
- A signed representation that the seller knows no undisclosed material adverse information about the issuer
Key takeaway: Form 144 is forward-looking. It goes in the same day as the sell order, not after the trade.
Why Does Form 144 Exist? The Rule 144 Safe Harbor
Under the Securities Act, every sale of a security must be registered unless an exemption applies. Someone who buys from an issuer and resells into the market can be an "underwriter," which takes away the ordinary-trading exemption in Section 4(a)(1).
Rule 144 fixes that with a safe harbor. In the SEC's words, "A person satisfying the applicable conditions of the Rule 144 safe harbor is deemed not to be engaged in a distribution of the securities and therefore not an underwriter." It covers affiliates selling any securities of the issuer and non-affiliates selling restricted securities.
Form 144 is the public record of an affiliate's reliance on that safe harbor. Because filings for reporting companies land on EDGAR the same day, investors and analysts also read them as an early signal of insider selling, covered below.
Restricted Securities vs. Control Securities
Restricted securities come from unregistered, private sales by the issuer or an affiliate. The SEC lists the usual sources: private placements, Regulation D offerings, employee stock benefit plans, compensation for professional services and seed-money investments (SEC, Rule 144: Selling Restricted and Control Securities). They carry a restrictive legend or an equivalent book-entry notation.
Control securities are any securities held by an affiliate, however acquired. An affiliate is a person that "directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with" the issuer (Rule 144(a)(1)).
Directors, executive officers and large holders are the usual candidates, but the test is control, not a fixed percentage. That matters because an affiliate who buys shares on the open market still holds control securities. Selling them still runs through Rule 144, and through Form 144 above the threshold.
| Security | Holder | Rule 144 conditions that apply | Form 144? |
|---|---|---|---|
| Restricted securities | Non-affiliate (and not an affiliate in the past 90 days) | Holding period; current public information from 6 to 12 months for reporting issuers; nothing after one year | No |
| Restricted securities | Affiliate | Holding period plus every other condition | Yes, above the threshold |
| Control securities (not restricted) | Affiliate | Every condition except the holding period | Yes, above the threshold |
| Unrestricted shares | Non-affiliate | None | No |
Removing the restrictive legend
Meeting Rule 144 doesn't make restricted shares saleable on its own. Only the transfer agent can remove the legend, and it won't act without the issuer's consent, usually an opinion letter from the issuer's counsel (SEC). Start that process with the issuer or transfer agent well before the planned sale, because filing Form 144 doesn't remove the legend.
Who Must File Form 144?
An affiliate who sells in reliance on Rule 144 must file when the sale crosses the threshold. So must anyone who was an affiliate at any time in the 90 days before the sale, because Rule 144(b)(2) treats recent affiliates the same way.
Non-affiliates never file Form 144. A non-affiliate of a reporting company who has held restricted shares for six months can sell subject only to current public information, and after one year without conditions. For a non-reporting issuer the holding period is one year, after which no conditions apply.
Venture and private equity funds deserve a second look. A fund with a board seat or a large stake may well be an affiliate, and each entity and individual that files needs its own EDGAR account.
What Triggers a Form 144 Filing?
Form 144 is required when the securities to be sold in reliance on Rule 144 during any three months exceed 5,000 shares or units, or have an aggregate sale price above $50,000. Crossing either test is enough. The 2007 amendments, effective February 15, 2008, raised these thresholds from 500 shares and $10,000.
The three-month window is rolling. A CFO who sold 3,000 shares last month and plans to sell 3,000 more this month has 6,000 shares in the window, so the second sale needs a Form 144 even though neither sale crossed 5,000 alone.
Who counts as "you"
For the volume limit, the seller is a "person" under Rule 144(a)(2), a term that also includes:
- Any relative or spouse who shares the seller's home, and any relative of that spouse who does
- Any trust or estate in which those people together hold 10% or more of the beneficial interest, or for which any of them serves as trustee or executor
- Any corporation or other organization, other than the issuer, in which they together own 10% or more of a class of equity or of the equity interest
Rule 144(e) can add others whose sales are aggregated, and Table II must show all of them. Missing a spouse's or family trust's sales understates the three-month total and can push the seller over the volume cap.
The filing threshold works differently. The SEC staff says the 5,000-share and $50,000 de minimis test applies to each individual seller, even when their sales are aggregated for the volume limit (Securities Act Rules CFI 136.04).
The Rule 144 Conditions Behind the Form
Filing Form 144 is one condition of the safe harbor. Affiliates have to meet all of them at once, and a clean filing cures nothing else.
| Condition | What it requires | Common trap |
|---|---|---|
| Current public information | The issuer has reported for at least 90 days and filed all required periodic reports (Form 8-Ks excluded) and Interactive Data Files in the past 12 months | One late 10-Q blocks affiliate sales, and Form 144 doesn't fix that |
| Holding period (restricted securities only) | Six months for a reporting issuer, one year for a non-reporting issuer | The clock starts when the purchase price is fully paid, not at grant |
| Volume limit | In any three months, the greater of 1% of the class outstanding or the average weekly reported trading volume over the four calendar weeks before filing | Household, trust and entity sales count; securities quoted only on OTC systems get the 1% test alone |
| Manner of sale | Brokers' transactions, sales directly to a market maker, or riskless principal trades, with no soliciting of buyers | Negotiated sales outside these channels don't qualify |
| Notice on Form 144 | Required above 5,000 shares or $50,000 in three months | Filing after the order instead of with it |
For worked volume calculations, see Rule 144 Volume Limitations: A 2026 Practitioner Walkthrough.
When to File: The Concurrent-Filing Rule
Rule 144(h)(3) requires the Form 144 to be transmitted for filing concurrently with placing the sell order with a broker, or with executing the sale directly with a market maker. The SEC staff reads "concurrently" as the same day (CFI 136.09). No waiting period is needed between the order and the trade, as long as the form goes in with the order (CFI 136.05).
EDGAR accepts Form 144 from 6 a.m. to 10 p.m. Eastern on business days, and a submission in that window counts as filed that day (SEC). The 10 p.m. cut-off took effect on March 20, 2023 (Release No. 33-11159).
Guides often cite a 90-day validity period, but Rule 144 itself sets no expiry date. What it requires is "a bona fide intention to sell the securities referred to in the notice within a reasonable time after the filing of such notice." If a planned sale slips well past the filing date, a fresh notice is the cautious course.
The staff's answers on amendments fill in the rest. If you don't sell, no amendment is needed (CFI 136.01). If the broker changes, amend the form, though that doesn't reset the volume limit (CFI 136.06), and an amendment doesn't cure sales made before it (CFI 136.07).
What Changed in 2022 and 2023: The EDGAR Mandate
For decades, most Forms 144 were paper. The SEC adopted Release No. 33-11070 on June 2, 2022, and electronic filing on EDGAR became mandatory on April 13, 2023, for sales of securities of issuers that report under Section 13 or 15(d) (SEC). The same release dropped the old requirement to send a copy to the principal exchange.
Non-reporting issuers are the exception. If the issuer doesn't report under Section 13 or 15(d), Form 144 is still required above the threshold, filed on paper in three copies under Rule 144(h)(2). The SEC proposed ending that filing in December 2020, and the 2022 release expressly declined to adopt the proposal.
Three EDGAR details trip up first-time filers:
- Use the seller's CIK. The Filer CIK belongs to the reporting person, the person whose shares are being sold. It is never the issuer's, the broker's or the filing agent's, and the issuer needs its own CIK as well (SEC).
- Know the form's limits. The XML form takes up to 40 Securities Information entries, 40 Securities To Be Sold entries and 200 entries for securities sold in the past three months (EDGAR technical specifications). Extra sales go in an attached table.
- Contact details stay private. The submission contact's name, phone and email go to the SEC, but they don't appear in the public copy of the filing on EDGAR.
Every reporting person's EDGAR account must also comply with EDGAR Next. Brokers, law firms and agents can file only as authorized users of that account or as its delegated entity.
The MNPI Representation You Sign
Every Form 144 carries this representation above the signature:
"The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed."
For a sale under a Rule 10b5-1 plan, the seller makes that representation as of the plan adoption date, not the filing date. The form also warns that intentional misstatements or omissions are federal crimes under 18 U.S.C. 1001. Treat it as a hard gate in pre-clearance: no filing until the insider confirms they hold no undisclosed material information.
Form 144 and Rule 10b5-1 Plans
A 10b5-1 plan doesn't remove the Form 144 obligation. The plan supplies the insider trading defense, Form 144 is the Securities Act notice, and the form asks for the plan adoption date.
Under the 2022 amendments, effective February 27, 2023, a director or officer can't trade under a new plan until the later of 90 days after adoption or two business days after the 10-Q or 10-K for the quarter of adoption, capped at 120 days. Other persons, except the issuer, wait 30 days (Rule 10b5-1(c)(1)(ii)(B)). For worked examples, see 10b5-1 Plan Cooling-Off Period: 2026 Practitioner Walkthrough.
Form 144 vs. Rule 144
Rule 144 is the exemption. Form 144 is one notice that some sellers file under it.
| Rule 144 | Form 144 | |
|---|---|---|
| What it is | Safe harbor from underwriter status under the Securities Act | Notice of proposed sale |
| Source | 17 CFR 230.144 | Rule 144(h); Form 144 (17 CFR 239.144) |
| Who it covers | Affiliates and non-affiliates selling restricted or control securities | Affiliates, and recent affiliates, selling above the threshold |
| Threshold | None; the conditions apply to every Rule 144 sale | More than 5,000 shares or $50,000 in three months |
| How it's satisfied | Meeting the conditions at the time of sale | Filing on EDGAR, or on paper for non-reporting issuers |
Three traps that catch insiders
- The household and entity rule. Sales by a spouse, a relative at home, a family trust or a controlled company count toward the volume cap, as set out above.
- The shell-company bar. Rule 144 isn't available for securities first issued by a shell company or former shell until the issuer has stopped being a shell, is reporting, has filed all required reports other than 8-Ks for the prior 12 months, and one year has passed since it filed "Form 10 information" (Rule 144(i)). Former SPAC and blank-check holders run into this.
- The anti-evasion clause. The SEC's preliminary note says the safe harbor "is not available to any person with respect to any transaction or series of transactions that, although in technical compliance with Rule 144, is part of a plan or scheme to evade the registration requirements of the Act."
Rule 144 vs. Rule 144A
The names are close, but the rules do different jobs.
| Rule 144 | Rule 144A | |
|---|---|---|
| Purpose | Public resale of restricted or control securities | Resale of restricted securities to qualified institutional buyers (QIBs) |
| Buyers | The market at large | QIBs only; most entities qualify by owning and investing at least $100 million in securities of unaffiliated issuers ($10 million for registered dealers) |
| Form 144 | Yes, for affiliates above the threshold | No |
| Typical use | An insider or private-placement holder selling into the market | Institutional resale of privately placed debt or equity |
Securities bought in a Rule 144A resale are themselves restricted securities under Rule 144(a)(3)(iii), so a later public resale comes back to Rule 144 (Rule 144A).
Form 144 vs. Form 4
The two forms are separate obligations that often cover the same sale.
| Form 144 | Form 4 | |
|---|---|---|
| Purpose | Notice of a proposed sale | Report of a completed change in beneficial ownership |
| Statute | Securities Act, Rule 144(h) | Exchange Act Section 16(a) |
| Who files | Affiliates selling under Rule 144 above the threshold | Directors, officers and holders of more than 10% of a registered class |
| Timing | Same day the sell order is placed | Before the end of the second business day after the trade |
| Threshold | More than 5,000 shares or $50,000 in three months | None |
| 10b5-1 disclosure | Plan adoption date | Checkbox plus plan adoption date |
| If it goes wrong | The sale loses the safe harbor and may violate Section 5 | Late filers are named in the issuer's filings under Item 405, and the SEC can bring enforcement |
The populations overlap but aren't identical. A controlling holder who isn't a director, officer or 10% owner can owe Form 144 with no Form 4, and a Section 16 officer selling below the threshold files Form 4 with no Form 144. For the Section 16 side, see Section 16 Insider Reporting Compliance Guide 2026.
One sale, several filings
A sale executed in pieces usually means one Form 144 and several Forms 4. Say a CFO places an order to sell up to 30,000 shares:
- Day 0: The order goes to the broker, and the Form 144 for 30,000 shares is filed the same day.
- Day 3: 8,000 shares execute. A Form 4 is due by the end of the second business day after the trade.
- Day 9: 12,000 more execute, and a second Form 4 follows.
- Day 18: The last 10,000 execute, and a third Form 4 follows.
A reader of the Form 144 alone sees intent, and a reader of the Forms 4 alone sees three trades without the plan behind them. Cross-reference each Form 4 to the Form 144 in your own records so the numbers reconcile if anyone asks.
Should the two forms merge?
In a December 18, 2013 petition, Jesse M. Brill asked the SEC to fold Form 144 into Form 4. He estimated that about 32,000 Forms 144 were filed in 2010 at roughly $450 each, at least $14 million a year, and noted that paper filings usually reached the public after the Form 4 for the same sale.
In December 2020 the SEC proposed moving the Form 144 deadline to match Form 4's (SEC press release). The 2022 final rule adopted electronic filing but took no action on the deadline, so the two forms and their two clocks remain.
Do I Need to File Form 144? A Decision Framework
- Are you an affiliate, or were you one at any time in the last 90 days? If no, you never file Form 144. Check the holding period instead: six months for a reporting issuer (with current public information until one year), one year for a non-reporting issuer.
- Is the issuer a current or former shell company? If so, Rule 144 may be unavailable under Rule 144(i). Talk to counsel before going further.
- Are the shares restricted? If yes, confirm the holding period from full payment. Open-market shares you hold as an affiliate have no holding period, but every other condition applies.
- Will this sale, plus your Rule 144 sales in the prior three months, exceed 5,000 shares or $50,000? If no, you skip Form 144 but still meet the other conditions. If yes, file the day you place the order.
- Is your company's trading window open? A valid Form 144 doesn't override a blackout or pre-clearance requirement in your insider trading policy.
Pre-sale checklist
Once the framework says file, run these before the order goes in:
- Confirm the issuer is current on its required periodic reports and Interactive Data Files for the past 12 months.
- Calculate the volume cap with the 1% test and, where available, the four-week average weekly volume, net of aggregated sales in the past three months.
- Confirm the manner of sale: a broker's transaction, a market maker or a riskless principal trade, with no solicitation of buyers.
- Confirm EDGAR access: the seller's CIK and CCC, EDGAR Next compliance, and the broker's or agent's authority to file.
- Clear the representation and the legend: get the insider's MNPI confirmation and start the transfer agent process early.
- File the same day you place the order, then file Form 4 within two business days of each execution if the seller is a Section 16 insider.
Is Form 144 Bullish or Bearish?
Neither, on its own. A Form 144 signals intent, not a completed sale, and the seller is free not to sell.
Context does the work. Read the share count against the insider's total holdings, check whether a 10b5-1 adoption date shows the decision was made months earlier, and use Table II to see recent selling. A cluster of filings from several senior insiders in a short window, especially after a run-up, deserves a closer look than one executive's routine sale.
Form 144 covers sales only, so insider buying never shows up here. For directors and officers of foreign private issuers, it used to be one of the few U.S. records of their sales. Since March 18, 2026, the Holding Foreign Insiders Accountable Act has required them to file Section 16(a) reports as well, subject to SEC exemptive orders for certain home-country regimes.
Electronic filings are public on EDGAR the day they are made, searchable by issuer or filer.
What Happens If Form 144 Is Not Filed?
A sale that needed a Form 144 and didn't get one, or got one late, wasn't made in compliance with Rule 144. The seller loses the safe harbor, and unless another exemption applies, the sale may violate Section 5 of the Securities Act. The SEC can bring an enforcement action.
An amended Form 144 doesn't cure sales already made (CFI 136.07), so fix the process before the next order. For the Section 16 side of late filings, see SEC Late Filing Penalties: Section 16 Enforcement in 2026.
FAQ
What triggers a Form 144 filing? A proposed Rule 144 sale by an affiliate that, together with Rule 144 sales in the prior three months, exceeds 5,000 shares or $50,000 in aggregate sale price. Either test is enough.
Who is responsible for filing Form 144? The person for whose account the shares are sold. Brokers, law firms and filing agents often submit it, but the seller needs their own EDGAR account and the filing uses the seller's CIK.
What is the Form 144 deadline? The same day the sell order is placed with the broker, or the day of a direct sale to a market maker. EDGAR treats submissions made by 10 p.m. Eastern on a business day as filed that day.
Does a Form 144 expire? Rule 144 sets no fixed expiry. The seller must intend in good faith to sell within a reasonable time, and no amendment is needed if the sale never happens.
Does Form 144 replace Form 4? No. Form 144 is a Securities Act notice filed with the order. Form 4 is a Section 16 report due within two business days of the trade, and an officer or director selling under Rule 144 above the threshold files both.
Are Form 144 filings public? Yes. Electronic filings appear on EDGAR the same day, without the submission contact's details.
Does Form 144 apply to non-reporting issuers? Yes. Affiliates of issuers that don't report under Section 13 or 15(d) still file Form 144 above the threshold, on paper in three copies under Rule 144(h)(2).
What is the difference between Form 144 and Rule 144A? They're unrelated. Form 144 is the notice for affiliate sales under Rule 144. Rule 144A is a separate exemption for resales of restricted securities to qualified institutional buyers, and it involves no Form 144.
