Affiliate sale limits

Rule 144 volume limit calculator: how much stock can you sell?

Affiliates — executives, directors, 10%+ shareholders, and former affiliates within 90 days of leaving — face a hard ceiling on how much stock they may sell in any rolling three-month period. The limit is the greater of two measures: 1% of shares outstanding, or the average weekly reported trading volume over the preceding four calendar weeks.

How the Rule 144 volume limit works

Rule 144(e) (17 CFR § 230.144(e)) sets the maximum an affiliate may sell during any rolling three-month period. The cap is the greater of:

• 1% of shares outstanding. Based on the most recent published report or statement by the issuer. If 80 million shares are outstanding, the cap is 800,000 shares for the period.
• Average weekly reported trading volume. Available only for securities listed on a national securities exchange or Nasdaq. Calculated as the average weekly volume during the four calendar weeks preceding the date Form 144 is filed — or, if no Form 144 is required, the date the sale order is received by the broker.¹

For OTC securities — Pink Sheets, OTC Bulletin Board, and similar unlisted markets — only the 1% prong applies.¹

Who is an affiliate under Rule 144?

An affiliate is any person that directly or indirectly controls, is controlled by, or is under common control with the issuer. Common examples:

• Executive officers (CEO, CFO, COO, General Counsel, Chief Compliance Officer, and similar)
• Directors and board members
• Shareholders holding 10% or more of outstanding voting shares
• Former affiliates who held affiliate status within the preceding 90 days

Non-affiliates who have held their restricted securities for at least 12 months at a current SEC reporting company face no volume limits under Rule 144.¹

Form 144 filing requirement

Affiliates must file Form 144 electronically with the SEC if the planned sale in any three-month period exceeds 5,000 shares or $50,000 in aggregate proceeds.^2,3 The Form 144 must be filed at the time — or before — the sale order is placed with the broker. Non-affiliates no longer have a Form 144 requirement (SEC Release No. 33-11071, effective March 2023).

Planning considerations for concentrated affiliates

• The volume limit is one of five Rule 144 conditions affiliates must satisfy: current public information, holding period (6 months at reporting companies), manner of sale, Form 144 filing, and volume limits. Passing the volume calculation does not by itself clear the sale.
• If your planned sale exceeds the quarterly cap, stage the sales across sequential non-overlapping three-month windows. Consecutive windows are permissible as long as each period is measured correctly from the date of each sale.
• Weekly trading volume is volatile. A conservative plan uses recent four-week averages and builds in buffer — a thin float stock may see trading volume drop sharply in a low-volume period.
• Concentrated positions raise financial planning questions beyond the Rule 144 mechanics: how much to sell versus hold, what reinvestment policy to apply, and how to sequence sales to manage tax exposure and remaining risk.