Form 4 vs Form 144: insider report vs sale notice
On Form 4 vs Form 144, both are SEC filings tied to company insiders, but they sit at opposite ends of a trade. A Form 4 is a report after the fact: an insider discloses a completed transaction within two business days. A Form 144 is a notice before the fact: an affiliate signals an intention to sell restricted or control shares. This guide compares Form 4 vs Form 144 so you know what each one tells you and when it appears. It is not investment advice.
Definition
Form 4 versus Form 144
are two SEC insider filings. A Form 4 reports a completed insider transaction after it happens, under Section 16, within two business days. A Form 144 is an affiliate's advance notice of intent to sell restricted or control securities, filed under Rule 144 before the sale. Source: SEC.
What is a Form 4?
A Form 4 is filed under Section 16 by a company's directors, officers, and holders of more than 10% of a class of stock. It reports a completed transaction, a buy, a sell, an option exercise, and is due within two business days of the trade. Because it lands so soon after the event, it is the closest thing to a near-real-time record of what insiders actually did.
What is a Form 144?
A Form 144 is filed under Rule 144 by an affiliate, a person in a control relationship with the issuer, who plans to sell restricted or control shares. It is required when a planned sale tops 5,000 shares or $50,000 over any three-month period, and the sale must happen within 90 days. It states intent and rough size before the sale, not a completed trade.
How do the two filings compare?
The key split is timing and what the filing certifies.
| What to check | Form 4 | Form 144 |
|---|---|---|
| What it is | Report of a completed trade | Notice of intent to sell |
| Rule | Section 16 | Rule 144 |
| Who files | Directors, officers, over-10% holders | Affiliates selling restricted or control stock |
| Timing | Within 2 business days after the trade | Before the sale, sell within 90 days |
| Trigger | Any reportable transaction | Sale over 5,000 shares or $50,000 in 3 months |
| Filed on | EDGAR | EDGAR |
After vs before
Form 4 reports a trade after it happens; Form 144 gives notice before an affiliate sells
Source: SEC
Reading insider filings together
Because a single insider sale can produce a Form 144 first and a Form 4 after, reading them together gives you both the heads-up and the confirmation. For the wider set of insider reports and how they fit, see Form 3 vs Form 4 vs Form 5 and how to track insider buying.
Flock reads disclosure filings and keeps each one dated and linked to its SEC source. What any of the data means for you is your call to make.
Frequently asked questions
What is the difference between Form 4 and Form 144?
A Form 4 reports an insider's completed transaction after it happens, within two business days, under Section 16. A Form 144 is an advance notice that an affiliate intends to sell restricted or control shares, filed under Rule 144 before the sale. One is a report; the other is a notice of intent. Source: SEC.
When does an insider file a Form 4 versus a Form 144?
An insider files a Form 4 within two business days after a transaction in the company's stock. An affiliate files a Form 144 before selling, when a planned sale tops 5,000 shares or $50,000 over three months, and the sale must occur within 90 days. Source: SEC.
Can one sale generate both a Form 4 and a Form 144?
Yes. An officer or director selling restricted stock can file a Form 144 to give notice of intent before the sale, then a Form 4 to report the sale once it is done. The 144 comes first as a heads-up; the Form 4 records what actually happened. Source: SEC.
Where can I read Form 4 and Form 144 filings?
Both forms are filed on the SEC's EDGAR system and are free to read. You can search by company or insider and open the Form 4 transaction reports and the Form 144 sale notices side by side. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.