How to read a Form 144: the notice filed before an insider sells restricted or control stock
By OQRO. Published . 5 min read. Last reviewed .
The short answer
A Form 144 is the notice a holder of restricted or control shares files with the SEC when placing an order to sell them under Rule 144, once the sale passes 5,000 shares or $50,000 in three months. It shows how many shares, their market value and an approximate sale date, not a completed trade. OQRO, a tracker of SEC and congressional disclosures, lists these as planned sales and keeps them apart from the trades that a Form 4 reports afterwards.
What a Form 144 is
Form 144 is titled "Notice of Proposed Sale of Securities Pursuant to Rule 144 under the Securities Act of 1933". Rule 144 is a safe harbor: a person who meets its conditions is deemed not to be an underwriter, so the resale does not have to be registered with the SEC. It covers two groups of shares. Restricted securities are, in the main, shares acquired from the issuer or an affiliate in a deal that was not a public offering. Control securities are any shares held by an affiliate, defined in Rule 144 as a person who controls, is controlled by or is under common control with the issuer.
So the typical Form 144 you see comes from an executive, director or large holder, but the rule is written for anyone selling those kinds of shares.
When one is required
Under paragraph (h) of the rule, a notice must be filed when the amount sold in reliance on the rule during any three-month period exceeds 5,000 shares or has an aggregate sale price above $50,000. The form is to be transmitted for filing concurrently with the placing of the sell order with a broker, or the execution of the sale directly with a market maker. For a company that reports to the SEC, the filing is made electronically on EDGAR, as the form itself states. The filer must have a bona fide intention to sell within a reasonable time after filing.
What the form shows
| Part | What it tells you |
|---|---|
| Items 1 and 2 | The issuer, the person selling, and that person's relationship to the issuer (for example officer, director, 10% stockholder or a family member) |
| Item 3 | The class of securities, the broker or market maker, the number of shares to be sold, their aggregate market value, the shares outstanding, the approximate date of sale and the exchange |
| Table I | How the shares were acquired: date, nature of acquisition, who they came from, amount, and how and when they were paid for |
| Table II | Sales of the same issuer's securities by the same person in the past three months, with dates, amounts and gross proceeds |
| Signature block | The date of the notice and, if the sale relies on a Rule 10b5-1 trading plan, the date the plan was adopted |
Two details are easy to miss. The market value in Item 3 is a figure given when the notice is filed, not the price at which the shares are eventually sold. And Table I is where you see whether the shares came from a purchase, a compensation award, a gift or another route, which is what the holding period turns on.
The two rules behind it
Holding period. For restricted securities, paragraph (d) requires six months to pass between the acquisition and the resale if the issuer has been subject to SEC reporting for at least 90 days before the sale, and one year if it has not. The 90 days is about how long the company has been reporting, not about how long the seller has held the shares. Shares an affiliate bought on the open market are generally not restricted, so the holding period does not apply to them, although the volume limit still does.
Volume limit. Paragraph (e) caps what an affiliate can sell, together with all sales of that class in the previous three months, at the greatest of 1% of the shares outstanding or the average weekly trading volume over the four calendar weeks before the notice is filed. The cap applies whether or not the affiliate's shares are restricted.
Form 144 and Form 4 are different documents
| Form 144 | Form 4 | |
|---|---|---|
| What it reports | An intention to sell | A transaction that happened |
| When it is filed | When the sell order is placed | Before the end of the second business day after the transaction |
| Who files | Anyone selling under Rule 144 above the threshold | Officers, directors and 10% owners of a listed company |
| Shows the final price | No, only an estimated market value | Yes, price per share and the code for the type of transaction |
A Form 144 does not mean the sale took place, took place on the stated date or took place in the stated size. To find out, look for the Form 4 that follows. A Form 4 is covered in how to read an SEC Form 4 in five minutes. Insiders can also appear on a Form 4 without any Form 144 when the sale is under the threshold or does not rely on Rule 144.
Reading one in practice
- Read the relationship line to see who the seller is.
- Compare the number of shares to the shares outstanding. The form gives both, so the proportion is a division away.
- Check Table II for earlier sales in the same three months, since the rule adds them together.
- Check Table I to see how the shares were acquired.
- Look for a plan adoption date. If there is one, the sale is scheduled by a plan the insider set up earlier, as explained in Rule 10b5-1 plans.
What it does not tell you
The form does not say why someone is selling. The SEC's own investor bulletin notes that insiders may sell company securities for any number of reasons, including liquidity and diversification. A Form 144 is a record of an intended sale, not a forecast, and OQRO shows it as exactly that. The guide to Form 144 lists the rule and the fields, and coverage lists how often OQRO reads new filings.
Sources
- SEC Form 144 and instructions (opened October 9, 2026)
- Rule 144, 17 CFR 230.144 (Cornell Legal Information Institute copy) (opened October 9, 2026)
- SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (opened October 9, 2026)
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