What Is Form 144? Definition, How It Works and Examples

A Form 144 filing is a short form titled Notice of Proposed Sale of Securities Pursuant to Rule 144. Rule 144 is the SEC rule that lets holders resell restricted securities, shares bought privately and never registered, and shares held by control persons. Control persons are called affiliates in the rule. They are people who control the company, are controlled by it or share common control with it.

The form asks for a handful of facts. The seller states the name of the company, the seller’s own relationship to it, and the broker or market maker who will handle the sale. The form then lists how many shares will be sold, their market value within the last 10 days and the approximate sale date.

• Table IHow the shares were acquired: the date, the type of transaction, who they came from and how they were paid for.
• Table IIEvery sale of the company’s securities by the seller in the past three months, with dates, amounts and gross proceeds.
• The representationBy signing, the seller states that they know of no material adverse information about the company that has not been made public. If a Rule 10b5-1 plan is in use, the form also asks for the date it was adopted.

A Rule 10b5-1 plan is a written trading plan that an insider sets up in advance to sell on a schedule. The SEC form says the seller makes the no-adverse-information statement as of the day the plan was adopted.

Form 144 is a condition of the Rule 144 resale route for affiliates. The rule gives an affiliate a way to sell without registering the shares, as long as every condition is met. The notice is one of those conditions. It also lets other investors see that an insider plans to sell.

The filing does not give permission. The rule says that neither filing the notice nor the SEC’s silence stops the Commission from acting later. The seller must also have a real intention to sell within a reasonable time. A notice filed for shares the seller does not mean to sell does not meet that test.

The Other Conditions Behind the Notice

The notice sits next to four other conditions. First, adequate current public information about the company must be available. Second, restricted shares must be held for six months if the company reports to the SEC, and for one year if it does not. Third, an affiliate may sell only up to a volume limit in any three months. Fourth, the sale must go through a broker or a market maker, the firm that quotes buy and sell prices in a stock.

The volume limit is the greatest of two numbers: 1% of the class of shares outstanding, or the average weekly trading volume over the four calendar weeks before the notice is filed. The rule adds a third alternative that uses volume reported under a transaction reporting plan. Rule 144 is not available for shares first issued by a shell company, which is a company with no or nominal operations.

The notice rule sits in the part of Rule 144 that governs affiliates. Under the rule’s wording, a person who is not an affiliate and has not been one for three months needs only the holding period, plus current public information in some cases. That is why a former employee with plain stock usually does not file, while a director or a 10% holder does.

The filing trigger is a size test. A notice is due when sales in any three-month period exceed 5,000 shares or an aggregate sale price of $50,000. The test counts more than your own sales. It adds sales by relatives who share your home, trusts where you and those relatives hold 10% or more, and companies in which you hold 10% or more.

If the company does not report to the SEC, which describes most private companies, the filing route differs. The SEC’s EDGAR page says it will not accept a company with no reporting file number. The Form 144 itself says such a notice follows Rule 144(h)(2). Ask the company’s counsel which route applies before you sell.

Take a vice president at a company that listed this year. Her lock-up has ended, and she wants to sell over three months. The sales below are illustrative, and so are the prices. She is an affiliate, so the size test applies to her running total.

Now the volume limit. Say the company has 60,000,000 shares outstanding, so 1% is 600,000 shares. Say the four-week average weekly volume is 450,000 shares. The limit is the higher figure, 600,000 shares, and her 8,500 shares sit far below it. A seller with a large stake could hit the cap, and then each further sale would have to wait for the three-month window to roll forward.

You will meet Form 144 at the end of a private company’s path. While the company is private, shares trade rarely and through secondary transactions or tender offers. Those deals have their own paperwork. Rule 144 and its notice become relevant once the shares are restricted securities of a company that reports to the SEC.

After an IPO, the order of events usually runs like this. The IPO lock-up ends. The holding period has long passed for most early holders. A director or an executive then plans sales under the volume limit and files Form 144 with each order. Other investors read those filings as a sign of what insiders intend. You can find out how the end of a lock-up moves a stock on the page about lock-up expiration.

• Filing after the orderThe notice goes in at the same time as the sell order. Telling the broker first leaves the seller out of step with the rule.
• Counting only your own sharesThe size test adds sales by household relatives, certain trusts and companies you hold 10% of. Missing them can hide a filing duty.
• Reading the filing as approvalThe rule says the SEC’s silence on a notice does not stop it from acting later.
• Ignoring the volume limitA seller who meets the notice rule can still sell too many shares in three months.
• Assuming a non-reporting company works the same wayEDGAR does not accept a notice for a company without an SEC file number. The separate Rule 144(h)(2) route applies instead.
• Selling with undisclosed bad newsBy signing, the seller states that no material adverse information remains undisclosed. That statement is made under penalty of federal criminal law for intentional misstatements.

Rule 144

The SEC rule that sets the conditions for reselling restricted securities and shares held by affiliates without registering them.

Affiliate

A person who controls the company, is controlled by it or is under common control with it. Directors, officers and large holders are the usual cases.

Restricted securities

Shares obtained from the company or an affiliate in a private deal. They cannot be resold without registration or an exemption such as Rule 144.

Reporting company

A company that files periodic reports with the SEC under Section 13 or 15(d) of the Exchange Act. Its public information is on EDGAR.

Volume limit

The cap on how many shares an affiliate may sell in three months under Rule 144(e).

Lock-up

A contract that blocks insiders from selling for a set period after an IPO.

Rule 10b5-1 plan

A written plan to trade at set times, adopted when the insider holds no inside information.

EDGAR

The SEC’s electronic filing system, where Form 144 for a reporting company is filed.

Figures were last checked on October 13, 2026. The rules are United States federal rules. Staff views and filing procedures change, so confirm the current version before you act.