What is Form 144?
A notice an affiliate of a company, such as an executive officer, director or large shareholder, files with the SEC when proposing to sell restricted or control securities under Rule 144 above a size threshold.
Educational — not investment advice
Form 144 is the “Notice of Proposed Sale of Securities Pursuant to Rule 144 under the Securities Act of 1933”. An affiliate must file it if the sale involves more than 5,000 shares or more than $50,000 in aggregate sale price in any three-month period (Rule 144(h)). For an issuer that reports to the SEC, it must be filed electronically on EDGAR.
The notice lists the class and number of shares to be sold, the broker, their aggregate market value as of a date within 10 days before the filing, the approximate date of sale, how and when the shares were acquired, and the same person’s sales of the issuer’s securities in the past three months. A seller relying on Rule 10b5-1 also gives the date the plan was adopted or the instruction given.
The trap most people miss
A Form 144 is a notice of a proposed sale, not a record of one. The shares actually sold, the dates and the prices are reported afterwards — for officers and directors on Form 4 under code S — and may differ from the notice.
Frequently asked about Form 144
Who has to file Form 144?
An affiliate selling under Rule 144 when the sale exceeds 5,000 shares or $50,000 in aggregate sale price in any three-month period. The SEC describes an affiliate as a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer.
Is a Form 144 the same as a Form 4?
No. Form 144 is a Securities Act notice that a sale is proposed; Form 4 is the Exchange Act Section 16 report of a transaction already executed. An officer selling stock can file both.
Sources
- SEC Form 144 and instructions (SEC 1147) — read 2026-10-15
- SEC, Rule 144: Selling Restricted and Control Securities — read 2026-10-15
- SEC Release 33-11138, footnote 376 (Form 144 thresholds, citing Rule 144(h)) — read 2026-10-15
Related terms
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This definition is for educational purposes only and is not investment, tax, or financial advice. Concepts are explained in general terms; how they apply to your situation can differ. Always do your own research.