To file SEC Form 144, submit it electronically through EDGAR on the same day you place your sell order, using login credentials you set up ahead of time and after confirming your sale meets every Rule 144 condition. The filing is required only when your planned sales over any rolling three-month period will exceed 5,000 shares or $50,000 in aggregate value.1eCFR. 17 CFR 239.144 – Form 144, for Notice of Proposed Sale of Securities Pursuant to 230.144 of This Chapter Below those numbers, no filing is needed.
Confirm You Actually Need to File
Form 144 applies to two overlapping groups: affiliates of the issuer selling any shares, and anyone selling restricted securities. An affiliate is a person who directly or indirectly controls, is controlled by, or is under common control with the issuer — in practice, executive officers, directors, and large shareholders.2eCFR. 17 CFR 230.144 – Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters Restricted securities are shares acquired in unregistered private transactions such as private placements, compensation plans, or gifts from the issuer or an affiliate; they carry a restrictive legend on the certificate or book-entry record.
The threshold test is arithmetic. If your intended sales across any three-month window will move more than 5,000 shares or bring in more than $50,000 combined, you file. If both numbers stay under those limits, you do not.
One boundary worth naming: non-affiliates who have held their restricted securities for at least a year, and who have not been affiliates for the three months before the sale, can sell without meeting any Rule 144 conditions, including this filing.3Securities and Exchange Commission. Rule 144 – Selling Restricted and Control Securities The one-year clock starts on the later of the date you acquired the shares from the issuer or from an affiliate. If that describes you, you can get the legend removed and sell on the open market with nothing to file.
Meet the Rule 144 Conditions First
The form is one piece of the safe harbor. If the underlying sale doesn’t meet the other Rule 144 conditions, filing Form 144 doesn’t save it, and the seller can be treated as an unregistered underwriter.
Holding Period
Restricted securities have to age before you can resell them. Six months if the issuer is a reporting company that has filed under the Exchange Act for at least 90 consecutive days before the sale; a full year if the issuer is not a reporting company.2eCFR. 17 CFR 230.144 – Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters The clock starts on the later of when you acquired the shares from the issuer or affiliate and when you paid for them in full. Control securities — shares an affiliate bought on the open market rather than in a private transaction — have no holding period, but the affiliate still has to satisfy volume, manner-of-sale, and notice rules.
Current Public Information
The issuer must have adequate public information out there. For reporting companies, that means all required annual and periodic reports (other than Form 8-K) filed in the preceding 12 months, along with all required interactive data files.4eCFR. 17 CFR 230.144 – Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters If the company is delinquent, Rule 144 is not available. For non-reporting issuers, equivalent information about the business, officers, and financials has to be publicly available through other channels.
Volume Cap
Affiliates are limited, over any rolling three months, to the greatest of:
- One percent of the outstanding shares of the class, based on the issuer’s most recent published report or statement.
- The average weekly reported trading volume on all national exchanges and automated quotation systems during the four calendar weeks before the Form 144 filing date.
- The average weekly volume reported under an effective national market system plan during that same four-week period.
Heavily traded stocks usually produce the largest ceiling under the weekly-volume measure; thinly traded stocks often favor the one-percent test.2eCFR. 17 CFR 230.144 – Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters Your broker or corporate counsel can pull the trading data.
Manner of Sale
Affiliates cannot sell however they choose. The trade has to go through as a broker’s transaction, a direct sale to a market maker, or a riskless principal transaction.2eCFR. 17 CFR 230.144 – Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters The broker acts as your agent, takes no more than a customary commission, and cannot solicit buyers. Soliciting interest in the shares is one of the fastest ways to lose the safe harbor.
Set Up Your EDGAR Access Early
Since April 13, 2023, every Form 144 for securities of a reporting company must be filed electronically through EDGAR. Paper filings are no longer accepted.5U.S. Securities and Exchange Commission. Form 144 Identity verification takes time, so don’t leave this to the week of your sale.
You need three credentials: a Central Index Key (CIK), a CIK Confirmation Code (CCC), and a Login.gov account.6Securities and Exchange Commission. File Form 144 Electronically The CIK is your unique EDGAR identifier. The CCC is an eight-character code with at least one number and one special character; it works as your filing password.7Securities and Exchange Commission. Manage the CIK Confirmation Code CCC
To get these credentials, file Form ID on the EDGAR Filer Management website. There are two steps: submit the form electronically, then upload a notarized authentication document in PDF format that carries the signer’s signature and a notary seal.8EDGAR Filer Management. Form ID Instructions Remote online notarization is accepted as long as the notary is authorized under state law. Bring a valid, unexpired government photo ID to the notarization session. Individual filers have to designate at least one account administrator on the Form ID application.
Clear the Restrictive Legend
Your broker cannot execute the sale while the restrictive legend is still on your shares. The transfer agent takes the legend off, but only after the issuer signs off, usually through an opinion letter from the issuer’s counsel confirming that the sale satisfies Rule 144.9Securities and Exchange Commission. Restricted Securities – Removing the Restrictive Legend The opinion covers the holding period, affiliate status, volume limits, and current public information.
Attorney fees for a Rule 144 opinion letter commonly run $400 to $600, and turnaround depends on counsel’s schedule. Some brokers will not accept restricted shares into your brokerage account without the opinion letter in hand. Start this before you sit down to file Form 144, not after.
Fill Out the Form
Form 144 is a fillable online form inside EDGAR. Before you open it, pull your brokerage statements, the issuer’s most recent 10-K or 10-Q, and your records showing when and how you acquired the shares.
Issuer and Seller Block
Enter the issuer’s legal name, address, telephone number, and SEC file number. The file number (sometimes called the Commission file number) sits on the cover of the issuer’s 10-K and 10-Q.10Securities and Exchange Commission. Form 144 Then give the name of the person for whose account the shares will be sold and that person’s relationship to the issuer: officer, director, 10% owner, or other affiliate.
Transaction Block
This block captures the mechanics of the planned sale:
- Title of the class of security (for example, “Common Stock”).
- Name, address, and broker-dealer file number of each broker handling the sale, or the market maker who will acquire the shares.
- Number of shares to be sold.
- Aggregate market value, calculated as of a date within 10 days before filing.
- Total shares of the class outstanding, taken from the issuer’s most recent published report.
- Approximate sale date.
- Securities exchange where the sale will occur.
Table I: Securities to Be Sold
Table I is the acquisition history of the specific shares you plan to sell. For each lot, list the date acquired, how you acquired the shares (cash purchase, option exercise, compensation plan, gift, or inheritance), the name of the person you got them from, the amount acquired, the payment date, and the nature of the payment.10Securities and Exchange Commission. Form 144 For gifted shares, add the date the donor originally acquired them; the donor’s holding period carries over. Most filings that go sideways go sideways here, especially when shares came from multiple grants on different dates. Verify each lot with your company’s stock plan administrator before you type anything in.
Table II: Securities Sold in the Past Three Months
List every sale of the same class of security you made in the three months before the filing date: the seller’s name and address, security title, sale date, share count, and gross proceeds. This is how the SEC and the market check that your planned sale plus recent activity stays inside the volume cap.
Signature and Rule 10b5-1 Plan
Date and sign the notice. If the sale is going through under a pre-established Rule 10b5-1 trading plan, enter the date you adopted the plan or gave the trading instruction. That entry signals the trade was arranged in advance rather than based on current material nonpublic information.
Submit the Filing
With the form complete and your credentials live, submit through the EDGAR Online Forms Management portal. Filers with an active API token can also submit through the EDGAR Submission API.6Securities and Exchange Commission. File Form 144 Electronically
The timing rule is strict: file Form 144 concurrently with placing the sell order with your broker or executing the sale with a market maker.11Securities and Exchange Commission. Final Rule – Extending Form 144 EDGAR Filing Hours Same day. EDGAR takes Form 144 filings until 10:00 PM Eastern, so there is some buffer after market close, but do not let it roll to the next day.
After You File
A Form 144 represents your bona fide intention to sell within a reasonable time. It is a notice, not a completed trade. If market conditions shift and you back out, you are not obligated to sell. But the filing does not sit open forever. If you don’t sell within roughly 90 days, it goes stale, and any future sale above the thresholds requires a fresh filing.
Fixing Mistakes
If you find an error after filing — wrong share count, wrong acquisition date, wrong broker information — file a corrected version on EDGAR. Both the original and the correction stay in the public record.12Securities and Exchange Commission. Correct or Delete a Filing
Don’t Forget Form 4
Section 16 reporting persons — officers, directors, and 10% beneficial owners of reporting companies — usually file both Form 144 and Form 4 for the same sale. They serve different purposes on different clocks. Form 144 discloses intent and goes in the day you place the order. Form 4 reports the completed transaction and is due within two business days of execution.3Securities and Exchange Commission. Rule 144 – Selling Restricted and Control Securities Form 144 also catches sellers Form 4 doesn’t: pre-IPO investors selling restricted shares after a lockup, former executives with vesting equity, and affiliates of foreign private issuers that aren’t subject to Section 16. If you’re a current officer or director of a reporting company, plan to file both.