General information about public filing rules, not legal or investment advice. Check the primary sources below before relying on any detail.
What Form 144 is
Form 144 is the notice of proposed sale of securities required by paragraph (h) of Rule 144 under the Securities Act of 1933. Rule 144 is a safe harbor that lets a person resell restricted securities, or securities held by an affiliate of the company, without registering the sale, if the rule's conditions are met. Form 144 is one of those conditions for larger sales.
An affiliate is a person who controls, is controlled by or is under common control with the company. Depending on the facts, that can include directors, senior officers and large holders, which is why many Form 144 notices come from the same people who file Form 4. WaveMan lists these notices as planned sales.
When a Form 144 is required
Under Rule 144(h), a notice is required if the amount to be sold in reliance on the rule during any period of three months exceeds 5,000 shares or other units, or has an aggregate sale price above $50,000. Below both thresholds, no notice is needed.
Timing
The notice is transmitted for filing concurrently with either placing an order with a broker to execute the sale, or executing the sale directly with a market maker. It is signed by the person for whose account the securities are to be sold. In other words, Form 144 is filed at the moment the sale is set in motion, not after it is done.
Where it is filed
When the company is subject to Exchange Act reporting, the notice is filed electronically on EDGAR. The SEC made electronic filing mandatory for these notices in its 2022 release on electronic filing requirements (Release 33-11070), with a transition period for filers who had used paper.
The volume limit for affiliates
Rule 144(e) caps how much an affiliate can sell. The amount sold, together with sales of the same class in the prior three months, may not exceed the greatest of:
- 1 percent of the shares or other units of the class outstanding, as shown by the most recent report or statement published by the company; or
- the average weekly reported volume of trading in the securities on all national securities exchanges during the four calendar weeks before the Form 144 notice is filed; or
- the average weekly volume reported through an effective transaction reporting plan or national market system plan over the same four weeks.
Because of this cap, a large holder who wants to sell a big position may file a series of Form 144 notices over many months.
Holding periods for restricted securities
Restricted securities, such as shares bought in a private placement, must be held for a minimum period before they can be resold under Rule 144(d):
- Six months if the company has been subject to Exchange Act reporting for at least 90 days before the sale.
- One year if it has not.
The period runs from the later of the date the securities were acquired from the company or from an affiliate of the company.
Why the notice exists
Rule 144 lets affiliates and holders of restricted securities sell without registering the sale, which is a significant exemption. The notice requirement is the price of that exemption for larger sales: it puts on the record, at the time the sale is set in motion, who is selling and how much. Together with the volume limit, it means a large sale by an affiliate is both capped and on the public record.
For a reader, that makes Form 144 one of the few filings that can appear before the sale it describes is complete. It is also why a notice is worth reading alongside the company's other filings: a notice that arrives soon after a large grant vests means something different from a notice by a founder who has not sold in years.
Form 144 versus Form 4
The two forms answer different questions:
- Form 144 is filed under the Securities Act when a sale is placed with a broker. It says what the seller proposes to sell.
- Form 4 is filed under Section 16 of the Exchange Act within two business days after a trade. It says what was actually sold, at what price, and what the insider owns afterwards. It carries the transaction code, S for an open market or private sale.
So a Form 144 is a notice of intent, and it can show up before the Form 4 that reports the completed sale. A Form 144 does not prove the sale happened, or that all of it happened. The volume and the timing on the later Form 4 can differ.
Not every Form 144 filer files Form 4
Form 4 applies to directors, officers and owners of more than 10 percent. An affiliate who is none of those, or a holder selling restricted stock, can file Form 144 without filing Form 4.
How to read a Form 144
- Look at the size against the company. A notice to sell a small fraction of the shares outstanding is routine for an executive paid in stock.
- Look for a pattern. Repeated notices from the same holder may reflect a steady sale program rather than a one-off decision.
- Wait for the Form 4. The Form 4 shows the actual sale and whether it was under a Rule 10b5-1 plan.
You can browse current notices on planned sales and on each company page, for example Tesla or Apple.
Frequently asked questions
When is a Form 144 required?
Under Rule 144(h), when the amount to be sold in reliance on Rule 144 in any three-month period exceeds 5,000 shares or other units, or has an aggregate sale price above $50,000.
When is Form 144 filed?
Concurrently with either placing an order with a broker to execute the sale or executing the sale directly with a market maker.
Does a Form 144 mean the shares were sold?
No. It is a notice of a proposed sale. The completed sale, if the seller is a Section 16 insider, is reported later on Form 4, and the amount actually sold can differ.
How much can an affiliate sell under Rule 144?
In any three months, no more than the greatest of 1 percent of the class outstanding or the average weekly reported trading volume over the four calendar weeks before the Form 144 notice is filed.
Sources
Every rule, deadline and threshold above was checked against these primary documents on 2026-10-12:
- 17 CFR 230.144, Rule 144
- SEC Release 33-11070, electronic filing requirements and amendments to Form 144 (2022)
- Securities Exchange Act of 1934, Section 16 (15 U.S.C. 78p)
More guides
- What Is SEC Form 4? Insider Trading Filings Explained
- Form 4 Transaction Codes: What P, S, A, M, F, G and the Rest Mean
- Schedule 13D vs 13G: Who Files Which, and the 2024 Deadlines
- What Is a 13F Filing? How Institutional Holdings Are Reported
- The STOCK Act: How Members of Congress Disclose Their Stock Trades