What Is SEC Form 144?

• →Form 144 says "I intend to sell up to this much." It is filed with the order and is forward-looking.
• →Form 4 says "I sold this much at this price." It is filed within two business days after the trade.

A Form 144 with no matching Form 4 means the sale was not completed, or not completed in full.

Form 144 is an early read on supply: an insider is about to sell. Because it is about sales, and most insider sales are routine, it is a weak signal on its own. It is more useful as context when several insiders file at once or when the size is unusual relative to the holder's stake. Forms 144 have been filed electronically on EDGAR since 2023, which makes them easy to track.

Form 144 applies to "affiliates" of the company and to anyone selling restricted securities. An affiliate is a person who controls, or is controlled by, the company, which in practice means officers, directors and large holders, the same people who file Form 4s, plus certain investors with significant influence. Restricted securities are shares acquired outside a public offering: a private placement, a founder's stock, shares received in an acquisition. Both groups sell under Rule 144, and Form 144 is the notice that rule requires.

Rule 144 is the safe harbor that lets holders of restricted or control stock sell into the public market without a registration statement. Its conditions are why the form exists:

• →A holding period for restricted stock: six months for shares of a company that files SEC reports, one year for shares of one that does not.
• →Current public information about the company must be available.
• →A volume limit for affiliates: in any three-month period, no more than the greater of 1% of the shares outstanding or the average weekly trading volume over the prior four weeks.
• →Ordinary brokerage transactions, with no special solicitation.
• →A Form 144 notice when the sale exceeds 5,000 shares or $50,000 in a three-month period.

Non-affiliates who have held restricted stock for more than a year can sell freely and file nothing. The form is mostly an insider document.

The name of the seller, their relationship to the company, the class and number of securities to be sold, the approximate date of sale, the broker, the number of shares outstanding, and the sales by the same person in the prior three months. Since electronic filing became mandatory in April 2023, Forms 144 appear on EDGAR like any other filing, searchable by company and by filer, where they were previously mailed to the SEC on paper and effectively invisible.

Because the 144 is filed when the order is placed and the Form 4 within two business days of execution, the two usually appear within days of each other and describe the same sale. The 144 gives the intended size; the Form 4 gives the actual size and price. When the Form 4 shows fewer shares than the 144 announced, the sale was cut short, often because the price fell. When a filer's Forms 144 over three months add up to close to the Rule 144 volume limit, they are selling as much as the rule allows, which is a stronger statement than any single filing.