How to Fill Out SEC Form 144 (w/Examples) + FAQs

You file SEC Form 144 when you are an affiliate of a public company and you plan to sell restricted or control stock that, together with other sales in the past three months, exceeds 5,000 shares or $50,000 in aggregate sales price. You must file the form with the Securities and Exchange Commission on or before the day you place the sell order with your broker, and as of April 13, 2026, you must file it electronically on EDGAR under the SEC’s 2022 amendments.

Form 144 is the public notice that ties insider selling to the safe harbor in Rule 144 of the Securities Act. The form is short, but every box has legal weight, and a wrong entry can void your safe harbor, expose you to a Section 5 violation, and freeze your broker mid-trade. A 2024 SEC Division of Enforcement report noted that insider-trading actions made up roughly 8% of all standalone cases, and many of those cases started with a defective Form 144.

In this article, you will learn:

• 📋 How to fill in every line of Form 144, box by box, with named examples
• ⏱️ The exact timing rules and what happens if you miss them
• 💼 How Rule 144 holding periods, volume caps, and manner-of-sale rules connect to the form
• ⚠️ The 10 most common mistakes that void the safe harbor
• 🔗 How Form 144 interacts with Form 4, 10b5-1 plans, and broker procedures

What Form 144 Is and Why It Exists

Form 144 is the notice of proposed sale that affiliates and certain holders of restricted securities file with the SEC under Rule 144(h). The form tells the public, the SEC, and the markets that an insider intends to sell, how much, and through whom. It is not an application, and the SEC does not approve it. The filing is a self-executing notice that helps qualify your sale for the Rule 144 safe harbor from the registration requirements of Section 5 of the Securities Act of 1933.

The form exists because Congress and the SEC wanted a transparency tool for control-person sales. Without the notice, insiders could quietly unload large blocks of stock and erode public trust. The consequence of skipping the filing when it is required is severe: the sale loses the Rule 144 safe harbor, the shares may be deemed unregistered, and the seller can face disgorgement, fines, and a cease-and-desist order.

A real-world example shows the stakes. Jasmine Park, a vice president at a Nasdaq-listed biotech, sold 12,000 vested shares without filing Form 144 because she thought her broker would handle it. Her broker assumed she had filed. Six months later, the SEC’s EDGAR Full-Text Search flagged the gap during a routine sweep, and Jasmine had to file a late notice, pay a penalty, and answer questions from her general counsel.

A common misconception is that Form 144 reports a completed trade. It does not. Form 144 reports a proposed sale, while Form 4 reports the executed trade. Both are often required for the same transaction, and missing either one creates a separate violation.

Who Must File Form 144

You must file Form 144 if you are an affiliate of the issuer and you sell more than 5,000 shares or more than $50,000 in aggregate sales price during any three-month period. The same threshold applies if you are a non-affiliate selling restricted securities that have been held less than one year, although most non-affiliates rely on the Rule 144(d) holding period instead.

An affiliate is any person who directly or indirectly controls, is controlled by, or is under common control with the issuer. That usually means directors, executive officers, and 10% shareholders, but the SEC’s Rule 144 Compliance and Disclosure Interpretations make clear that control is a facts-and-circumstances test. The consequence of guessing wrong is that a non-filer who is later deemed an affiliate loses the safe harbor for every sale in the window.

For example, Marcus Liu, a co-founder who stepped off the board but kept a 9% stake and a consulting contract, assumed he was no longer an affiliate. The SEC staff, applying the guidance in C&DI 120.01, treated him as an affiliate because of his continuing influence. Marcus had to refile Form 144 for three separate sales and explain the lapse to his audit committee.

The 2022 EDGAR Electronic Filing Amendments

The biggest change to Form 144 in decades came from the SEC’s June 2022 adopting release, which made electronic filing on EDGAR mandatory. The phase-in period ended on April 13, 2026, and paper Form 144 filings are no longer accepted for issuers that report under the Exchange Act. You now need EDGAR access codes, which you request through the EDGAR Filer Management portal.

The plain-English point is simple: you cannot mail the form anymore. The consequence of trying is that the SEC will not accept it, the safe harbor clock does not start, and your broker may refuse to execute the trade. A misconception that still circulates is that affiliates can fax or email the form to the SEC. They cannot, and they could not even before 2026 for most filers.

Line-by-Line Walkthrough of Form 144

The form is divided into Table I (securities to be sold), Table II (securities sold in the past three months), a signature block, and a representation about material nonpublic information. The official form instructions sit on top of the form, and you should read them every time you file because the SEC updates them without fanfare.

Every entry on the form has a legal purpose. The consequence of leaving a field blank or guessing is that the filing may be deemed defective. A defective Form 144 is treated as no Form 144 at all, which means the sale is outside the safe harbor.

Issuer and Filer Information

The top of the form asks for the name and address of the issuer, the issuer’s IRS Employer Identification Number, and the SEC file number. It also asks for the name, address, and relationship of the person filing, which is you, the seller. The relationship field is where you state that you are an officer, director, 10% holder, or other affiliate.

If you list yourself as “shareholder” without disclosing your officer or director title, the SEC staff treats the form as incomplete. Priya Shah, a CFO who wrote “shareholder” on her form, received a comment letter asking her to refile. She lost two trading days and had to pause her 10b5-1 plan sales until the corrected form was accepted.

Table I — Securities to Be Sold

Table I asks for the title of the class of securities, the name and address of each broker through whom the securities are to be sold, the number of shares to be sold, the aggregate market value, the number of shares outstanding, and the approximate date of sale. The aggregate market value is computed using the price at which the securities will be sold or the average of the bid and ask on the date of filing, as described in Rule 144(e).

The number of shares outstanding must come from the most recent report or statement published by the issuer, usually the latest Form 10-Q or Form 10-K. The consequence of using a stale share count is a miscalculated volume limit. Under Rule 144(e), an affiliate of a reporting company may sell, in any three-month period, no more than the greater of 1% of the outstanding shares or the average weekly reported trading volume during the four weeks before filing.

A worked example helps. Devon Carter, a senior vice president at a mid-cap industrial issuer with 80 million shares outstanding, plans to sell 700,000 shares. The 1% cap is 800,000 shares, and the four-week average weekly volume is 950,000. Devon’s volume limit is the greater of the two, so 950,000 shares. Devon enters 700,000 in Table I, multiplies by the bid-ask midpoint of $42.15, and lists $29,505,000 as the aggregate market value.

Table II — Securities Sold in the Past Three Months

Table II requires you to list every sale of the same class of securities by you and by any person whose sales must be aggregated with yours during the prior three months. Aggregation rules sit in Rule 144(a)(2) and (e)(3). Spouses, family members in the same household, and entities you control all aggregate with you.

The consequence of omitting an aggregated sale is double trouble: your current filing understates the volume, and your prior sales may retroactively lose the safe harbor. A misconception is that broker-cashless option exercises do not count. They do, because the resulting share sale is a sale of the underlying security.

For example, Renata Oduya, a director whose spouse sold 4,000 shares last month through a different broker, must list the spouse’s sale in Table II. If Renata leaves it off, the SEC could treat both sales as a single unaggregated transaction that breached the volume cap.

Signature, Date, and Representation

The signature block requires you to sign and date the form. The signature also carries the Rule 144(h)(1) representation that you do not know any material adverse information about the issuer that has not been publicly disclosed. This representation is the heart of the form, and signing it while sitting on material nonpublic information is a textbook Rule 10b-5 violation.

The plain-English point is that your signature is a sworn statement, not a formality. The consequence of a false representation is criminal, civil, and reputational. Henry Voss, a controller who signed Form 144 the day before his company pre-announced a missed quarter, was charged with insider trading and barred from serving as an officer or director.

Timing, Filing Mechanics, and Broker Coordination

You must transmit Form 144 to the SEC concurrently with placing the sell order or with the execution directly with a market maker. “Concurrently” means the same day, and SEC Staff Legal Bulletin No. 4 confirms that pre-filing the morning of the trade is acceptable. After filing, the safe harbor window is 90 days, after which you must refile if you have not sold the remaining shares.

The consequence of late filing is that the sale is treated as if no notice was filed. The SEC has settled enforcement actions against repeat late filers, and brokers will often refuse to execute Rule 144 sales without proof of filing. A common misconception is that filing the next business day is “close enough.” It is not.

Coordinating With Your Broker

Most affiliates use a broker that runs a Rule 144 desk, such as Fidelity Stock Plan Services, Morgan Stanley at Work, or E*TRADE Corporate Services. These desks usually prepare the form, send it to you for signature, and file it through their EDGAR access. You are still the filer of record, and the legal responsibility is yours.

The consequence of relying on a broker that does not file on time is yours, not the broker’s. Camila Reyes, a vice president whose broker filed her Form 144 two days after the sale, could not blame the broker when the SEC opened an inquiry. The broker reimbursed her legal fees, but the SEC matter was hers to resolve.

Coordination With 10b5-1 Plans

A 10b5-1 plan is a written trading plan that lets insiders pre-arrange sales while not in possession of material nonpublic information. The 2022 amendments to Rule 10b5-1 added a 90-to-120-day cooling-off period for directors and officers, mandatory good-faith certifications, and new disclosure on Form 10-Q. Form 144 must still be filed for each sale under the plan, although the SEC permits a single Form 144 when the plan is adopted in some cases, with sales aggregated on subsequent forms.

The consequence of mismatching the plan and the form is loss of the affirmative defense and the safe harbor at the same time. A misconception is that a 10b5-1 plan eliminates the Form 144 obligation. It does not. The plan only addresses the Rule 10b5-1 scienter element.

Three Most Common Filing Scenarios

The following scenarios cover the fact patterns that account for the bulk of Form 144 filings. Each one shows how the rule maps to the form and what the seller must watch for.

Filing Scenario	Form 144 Treatment
Post-IPO founder selling after lock-up expiration under a 10b5-1 plan	File Form 144 for each tranche or at plan adoption, list the plan broker in Table I, and confirm the Rule 144(d) six-month holding period from the IPO closing date
Executive selling vested RSUs on the open market	Aggregate with prior three-month sales, use the current 1% or weekly volume cap, and ensure the issuer is current on Exchange Act reports
Estate or trust selling inherited restricted stock from a deceased affiliate	Tack the decedent’s holding period under Rule 144(d)(3)(vii), and file Form 144 only if the estate is itself an affiliate or sells within one year

Scenario One: Post-IPO Founder

Aiden Brookes co-founded a software company that went public 14 months ago. His 180-day lock-up ended last year, and he adopted a 10b5-1 plan after the new cooling-off period. He sells 50,000 shares per month through Morgan Stanley. Aiden files Form 144 at plan adoption and again each quarter, listing the rolling three-month aggregation in Table II.

The consequence of skipping a quarterly refile is that sales beyond the original 90-day window fall outside the safe harbor. Aiden’s general counsel uses a compliance calendar to track filings and avoid that gap.

Scenario Two: Executive Selling RSUs

Sofia Mendes, a chief marketing officer, vests 20,000 RSUs each quarter. She instructs Fidelity to sell 8,000 shares to cover taxes and sells another 5,000 on the open market. Because her total quarterly sales exceed the 5,000-share threshold, she files Form 144 each quarter and lists the broker, the share count, and the aggregate market value based on the Rule 144(e) midpoint.

The consequence of treating the tax-withholding sale as exempt is a defective filing. The SEC staff treats sell-to-cover transactions as sales for Rule 144 purposes when the shares hit the market.

Scenario Three: Estate Selling Inherited Stock

The Estate of Walter Kim, a former CEO who passed away last year, holds 300,000 restricted shares. The estate is not itself an affiliate, and under Rule 144(d)(3)(vii), the executor tacks Walter’s holding period. Because Walter held the shares for eight years, the estate can sell without volume or manner-of-sale limits after six months. Form 144 is not required because the estate is not an affiliate.

The consequence of misreading the tacking rule is a needless filing or, worse, a missed filing if any beneficiary is an affiliate. A misconception is that an estate must always file Form 144. It must file only when the estate itself is an affiliate or sells within the affiliate window.

Rule 144 Conditions That Drive the Form

Form 144 is the visible tip of Rule 144. The rule has five conditions: current public information, holding period, volume limitations, manner of sale, and notice of proposed sale. Each condition feeds a different part of the form, and each one has its own consequence for failure.

The plain-English point is that the form is only a notice. The substance of the safe harbor lives in the five conditions. A misconception is that filing the form is enough. It is not, and the SEC has brought actions where the filer met the notice condition but failed the holding-period or manner-of-sale condition.

Current Public Information

The issuer must be current in its Exchange Act reporting, meaning timely 10-Ks, 10-Qs, and 8-Ks for the past 12 months. The consequence of selling while the issuer is delinquent is loss of the safe harbor for affiliates. You confirm currency by checking EDGAR before filing.

Linh Tran, a director, almost sold her shares the day after the issuer missed a Form 10-Q. Her broker’s compliance desk caught the delinquency, paused the trade, and saved her from a Section 5 problem.

Holding Period

Restricted securities of a reporting issuer have a six-month holding period under Rule 144(d)(1)(i). For non-reporting issuers, the period is one year. The clock starts when you pay for the shares in full, and tacking is allowed for gifts, estates, and pledges under Rule 144(d)(3).

The consequence of selling before the holding period ends is that the sale falls outside the safe harbor entirely. There is no cure, and the shares may be treated as unregistered.

Volume and Manner of Sale

Affiliate sales are capped at the greater of 1% of outstanding shares or the average weekly trading volume over the prior four weeks under Rule 144(e). Equity must be sold in brokers’ transactions, in transactions directly with a market maker, or in riskless principal transactions under Rule 144(f) and (g). Debt securities have separate manner-of-sale rules.

The consequence of breaching the volume cap is partial loss of the safe harbor for the over-cap portion. A misconception is that the volume cap resets each month. It does not. It is a rolling three-month cap.

Mistakes to Avoid

Form 144 looks simple, and that is the trap. The following mistakes appear over and over in SEC enforcement actions and broker compliance reviews.

• Filing on paper after April 13, 2026, when the 2022 amendments require EDGAR — the SEC will not accept the filing
• Forgetting to aggregate spousal or family-member sales under Rule 144(a)(2) — the volume cap is breached
• Using a stale share count from an old 10-Q — the 1% calculation is wrong
• Listing yourself as “shareholder” instead of disclosing officer or director status — the form is defective
• Filing the day after the trade instead of concurrently — the safe harbor is lost
• Ignoring the issuer’s reporting delinquency — the current-public-information condition fails
• Signing the Rule 144(h) representation while holding material nonpublic information — a 10b-5 violation
• Skipping the refile after the 90-day window for unsold shares — later sales are outside the safe harbor
• Treating a 10b5-1 plan as a substitute for Form 144 — both are required
• Filing Form 144 but forgetting Form 4 within two business days — separate Section 16 violation

Do’s and Don’ts of Form 144 Filing

The do’s and don’ts below distill the lessons from the SEC’s Rule 144 C&DIs and from common broker compliance practice.

Do’s

• Do confirm your EDGAR codes weeks ahead through EDGAR Filer Management because the issuance process can take several days
• Do pull the latest share count from the issuer’s most recent 10-Q so the 1% cap is accurate
• Do calculate the four-week average weekly volume from a reliable source like Nasdaq or NYSE market data
• Do coordinate with your broker’s Rule 144 desk so the filing and the trade are same-day
• Do keep a copy of the signed form and the 10b5-1 plan certifications in a secure compliance file

Don’ts

• Don’t sign the form if you are aware of any material nonpublic information because the representation is sworn
• Don’t rely on memory for prior three-month sales because the aggregation rules reach household members and controlled entities
• Don’t assume an estate is exempt because some estates are affiliates by virtue of beneficiary control
• Don’t file blank or “TBD” fields because the SEC treats the form as defective
• Don’t ignore the 90-day window because unsold shares require a new Form 144

Pros and Cons of Filing Form 144

Affiliates sometimes ask whether they should sell at all given the filing burden. The pros and cons below weigh the practical trade-offs.

Pros

• Pros include access to the Rule 144 safe harbor, which removes Section 5 registration risk for the sale
• The filing signals transparency to the market and can reduce shareholder lawsuits because the sale is pre-announced
• The form supports orderly liquidity for insiders, especially under a 10b5-1 plan
• EDGAR filing is now free and faster than paper because the 2022 amendments removed the mailing step
• Filing creates a clean audit trail that helps in D&O insurance renewals and exit diligence

Cons

• Cons include the public visibility of the proposed sale, which can move the stock price before the trade
• The form requires careful aggregation that takes time and legal review
• A defective filing can void the safe harbor and trigger SEC scrutiny
• The 90-day window forces refiling for slow sales, which adds administrative cost
• Filing while in possession of material nonpublic information is a 10b-5 trap that can end careers

How Form 144 Compares to Form 4 and Schedule 13D

Affiliates often confuse Form 144 with Form 4 and Schedule 13D. Each serves a different purpose, and the table below shows the differences.

Filing	Trigger and Purpose
Form 144	Notice of proposed sale by an affiliate under Rule 144(h), filed concurrently with the sell order
Form 4	Report of executed transactions by Section 16 insiders under the Exchange Act, filed within two business days
Schedule 13D	Beneficial ownership report for 5% holders with control intent, filed within five business days under amended Rule 13d-1

State Law Nuances and Blue Sky Considerations

Rule 144 and Form 144 are federal, and the safe harbor operates only at the federal level. Most states preempt their Blue Sky laws for covered securities under the National Securities Markets Improvement Act of 1996. That preemption applies to securities listed on a national exchange.

The consequence is that affiliates of Nasdaq or NYSE issuers generally do not need separate state filings for Rule 144 sales. Affiliates of OTC issuers may face state-level notice or qualification requirements, and they should check with state regulators through the North American Securities Administrators Association.

A misconception is that a federal Form 144 satisfies every state. For thinly traded OTC issuers, state regulators like California’s Department of Financial Protection and Innovation may demand additional disclosure.

Recap of Key SEC Releases and Rulings

The SEC’s 2007 Rule 144 amendments shortened the holding period from one year to six months for reporting-issuer securities. The 2022 EDGAR amendments made electronic Form 144 filing mandatory. The 2022 Rule 10b5-1 amendments added cooling-off periods and disclosure that interact directly with Form 144 timing.

Enforcement actions like SEC v. Wyly show how aggregation failures can support large disgorgement orders. The SEC’s 2015 settled action against insiders for late Form 4 and Form 144 filings signaled that even non-fraud filing lapses can trigger civil penalties.

FAQs

Do I need to file Form 144 if I am not an affiliate?

No. Non-affiliates who have held restricted securities for the full Rule 144 holding period generally do not file Form 144, although non-affiliates who hold restricted shares less than one year may need to file in narrow cases.

Can I file Form 144 on paper after April 13, 2026?

No. The SEC’s 2022 amendments require electronic filing on EDGAR, and paper submissions are rejected for all reporting-issuer affiliates after that date.

Does filing Form 144 obligate me to sell?

No. Form 144 is a notice of proposed sale, and you may decide not to sell within the 90-day window without penalty, although unsold shares require a new filing later.

Is Form 144 the same as Form 4?

No. Form 4 reports executed transactions by Section 16 insiders within two business days, while Form 144 is a pre-sale notice tied to the Rule 144 safe harbor.

Do I have to file Form 144 for each sale under a 10b5-1 plan?

Yes. Each sale under a 10b5-1 plan generally requires a Form 144 filing, although SEC guidance permits aggregated filings at plan adoption in some cases with later updates.

Does the SEC approve Form 144?

No. The SEC accepts the filing but does not review or approve it, and the safe harbor depends on your meeting all five conditions of Rule 144.

Are gifts of restricted stock reported on Form 144?

No. Gifts are not sales, but the donee may tack the donor’s holding period under Rule 144(d)(3), and a later sale by the donee may require Form 144 if the donee is an affiliate.

Can a trust or estate file Form 144?

Yes. Trusts and estates file when they are affiliates or sell restricted shares within the affiliate window, and the Rule 144(d)(3)(vii) tacking provisions help shorten the holding period.

Does Form 144 apply to private company stock?

Yes. Affiliates of non-reporting private companies can use Rule 144 after the one-year holding period, but the SEC C&DIs restrict the volume and manner-of-sale conditions for non-reporting issuers.

Will my broker file Form 144 for me?

Yes. Most Rule 144 desks at firms like Fidelity or Morgan Stanley prepare and submit the form, but the legal responsibility for accuracy and timing remains with you as the filer.

Is there a fee to file Form 144 on EDGAR?

No. The SEC does not charge a filing fee for Form 144, and the EDGAR system accepts the form free of charge once you have your filer credentials.

Can a Form 144 filing be amended?

Yes. You may file an amended Form 144 on EDGAR to correct errors, and prompt correction can help preserve the safe harbor if the original filing contained inaccurate share counts or aggregation data.