Form 144 Filings

What Is SEC Form 144?

SEC Form 144 is an important filing required in certain Rule 144 resale transactions. It is used to notify the Securities and Exchange Commission (SEC) of a proposed sale of securities by an affiliate of the issuer when the planned sale exceeds specified thresholds.

This form is typically filed when officers, directors, or other control persons plan to sell restricted or control securities into the public market under Rule 144. Form 144 is a notice of intent to sell and is generally filed at the time the sell order is placed, rather than being tied to a fixed reporting cycle.

Form 144 supports transparency by providing advance notice of certain affiliate sales under Rule 144. While it relates to resales under Rule 144, it does not replace other securities law requirements, and the transaction must still satisfy the applicable Rule 144 conditions.

Key elements typically found in SEC Form 144 include:

• Name of the issuer and trading symbol
• Name and address of the seller and relationship to the issuer
• Type of securities to be sold and the number of shares or units
• Date of acquisition and nature of acquisition transaction
• Broker-dealer through which the sale is to be made
• Approximate date of sale and estimated market value of the securities

SEC Form 144 Filing Deadlines

SEC Form 144 does not have a standard periodic deadline. It is filed on an event-driven basis when an affiliate’s proposed Rule 144 sale exceeds the applicable thresholds. These timing expectations are important to ensure the notice is submitted in connection with the planned sale and aligns with Rule 144 requirements.

Key Things to Know About Form 144 Filing Rules

• Affiliate Threshold Applies: A Form 144 notice is generally required only for affiliates when the number of shares or units sold in any three months exceeds 5,000, or when the aggregate sales price exceeds $50,000.
• Event-Driven Filing: Form 144 is tied to a proposed sale and is typically filed at the time the sell order is placed, reflecting a bona fide intention to sell the securities within a reasonable time after filing.
• Electronic Filing Requirements May Apply: For sales of securities of Exchange Act reporting issuers, Form 144 must be filed electronically on EDGAR under SEC rules, rather than submitted in paper form.
• Rule 144 Conditions Still Apply: Filing Form 144 does not, by itself, authorize a sale; the transaction must satisfy the applicable Rule 144 conditions, which may include holding period, current public information, volume limitations, manner of sale, and notice requirements.
• Amendments and Changes: If material information in a filed Form 144 changes before the sale is completed, an updated notice may be required depending on the circumstances of the proposed transaction.

To monitor affiliate sales activity and related disclosure patterns, our Real-time SEC Filing Alerts help you track filing activity across common transaction and ownership forms. Visit how to navigate the EDGAR system to learn more about tracking SEC filings & insights.