SEC compliance

Form 144: the SEC filing affiliates must make before selling restricted or control securities

If you are an executive officer, director, 10%+ shareholder, or other affiliate of a public company and you plan to sell shares under Rule 144, there is a good chance you must file Form 144 with the SEC before you place the sell order. Missing it — or filing late — can void the Rule 144 safe harbor and expose the transaction to enforcement scrutiny. This guide explains who must file, what triggers the requirement, exactly what goes on the form, and how the EDGAR filing process works in practice.

Who must file Form 144

Only affiliates selling under Rule 144 are required to file Form 144. Affiliates are people in a control relationship with the issuer: executive officers, directors, and beneficial owners of 10% or more of any class of voting securities. Former affiliates remain subject to the requirement for 90 days after their affiliation ends.¹

Non-affiliates are exempt. After SEC amendments that took effect in 2023, non-affiliates selling restricted securities of reporting companies no longer need to file Form 144. If you left the company more than 90 days ago and you are not a large shareholder, the Form 144 requirement does not apply to you — only the holding period and current-information conditions of Rule 144 do.

The two-prong threshold

Even for affiliates, Form 144 is not required on every sale. Filing is only required when the proposed sale will cause the seller's aggregate sales during any three-consecutive-month period to exceed both of the following:¹

Both conditions must be satisfied to trigger the filing requirement. Selling 8,000 shares worth $8,000 total does not require Form 144. Selling 1,000 shares worth $200,000 does not require Form 144. Only when a three-month total exceeds 5,000 shares and $50,000 in value does the filing obligation attach.

The three-month window is rolling, not calendar-quarter based. Sales from the prior 89 days count toward the threshold. If you sold 3,000 shares last month and are now planning to sell another 3,500 shares, the combined 6,500-share total triggers Form 144 if the combined value also exceeds $50,000.

Use the volume limit calculator to see the quarterly volume ceiling that governs how much an affiliate may legally sell — a separate constraint that applies regardless of the Form 144 threshold.

What goes on the form

Form 144 has three substantive sections:

The form also asks for the date the shares were acquired and the basis of acquisition (e.g., restricted stock award, stock option exercise, open-market purchase). The relationship between the seller and the issuer must be stated: officer title, director status, or percentage ownership.

The form does not require a legal opinion. That comes from counsel in a separate letter to the transfer agent and broker. Form 144 is purely a disclosure document — it tells the SEC who is selling, how much, and when.

When to file: concurrent with the sell order

Form 144 must be transmitted to the SEC at the time the sell order is placed with a broker, or at the time of executing a direct sale to a market maker. Filing the day after placing the order is technically late, even if the trade has not yet executed.²

In practice, most institutional brokers with a restricted-stock desk handle the Form 144 filing on behalf of the client. They have the filing integrated into their restricted-stock sale workflow: you provide the details, they prepare and submit the form, and they confirm the filing before executing the trade. If your broker does not offer this service, you must file directly on EDGAR before calling in the order.

How to file on EDGAR

All Forms 144 for sales of securities of Exchange Act reporting companies must be filed electronically through the SEC's EDGAR system. Paper filing is no longer accepted for reporting company securities.

1. Obtain an EDGAR filing account if you do not already have one. The SEC provides CIK numbers and access credentials through the EDGAR filer management portal.
2. Complete Form 144 using the EDGAR online filing tool or by preparing a structured XML submission. The form is straightforward — most filers complete it in under 15 minutes once the required data is gathered.
3. Submit before placing the order. Retain a copy of the EDGAR confirmation for your records. Most brokers will ask for the EDGAR filing confirmation or accession number before executing the trade.

There is no filing fee for Form 144.

Form 144 versus Form 4 (Section 16)

Form 144 and Form 4 serve different purposes and are filed on different timelines. Understanding both is essential for officers and directors.

These are independent obligations. An officer selling 10,000 shares must file Form 144 before placing the order and Form 4 within two business days after execution. One does not substitute for the other. Securities counsel typically coordinates both, often as part of the 10b5-1 plan execution workflow.

Common filing mistakes

• Treating the threshold as OR rather than AND. The filing requirement triggers only when sales exceed both 5,000 shares and $50,000 in value. Exceeding only one prong does not require Form 144.
• Not counting prior three-month sales. The threshold is cumulative. If you already sold 4,000 shares last month, a sale of 2,000 shares this month crosses the 5,000-share prong. Count all sales in the rolling window before deciding whether to file.
• Filing after execution. "Concurrent with the order" means before or at the moment the order is placed, not at end of day or after the trade settles. Brokers may reject the trade if the form is not on file.
• Filing under the wrong CIK. If you have multiple EDGAR filer accounts (e.g., one as an officer of this company, one as a director of another), use the CIK associated with the relevant issuer relationship.
• Failing to account for Section 16 on the same sale. Officers and directors sometimes focus on the Form 144 and miss the two-day Form 4 window. Both must be filed; missing the Form 4 is a separate violation.

What the financial advisor does in a Form 144 workflow

The financial advisor's role is not to file the form — that is securities counsel's job, or the broker's. The advisor's contribution is upstream and downstream.

Before filing: The advisor models the sale cadence — how many shares to sell in each quarter, at what prices, across which tax years — so the Form 144 reflects a planned, deliberate sale strategy rather than a reactive one. They help the affiliate understand the volume ceiling and tax consequences of the proposed transaction before the paperwork is prepared. Read the affiliate sale plan guide for how multi-quarter cadences are structured.

After filing: Once shares are sold and proceeds land in the account, the advisor integrates the liquidity into the broader financial plan: reinvestment policy, asset allocation, tax payment planning, and concentration reduction toward a target. For executives with a large remaining position, the advisor tracks the rolling three-month window and coordinates with counsel on the timing and size of subsequent sales.

See the full Rule 144 sale checklist for the complete list of documents and steps, and the concentrated stock tax strategies guide for what to do with proceeds.