What is a Form 144 filing? SEC insider sales
A Form 144 filing is a notice an insider files with the US Securities and Exchange Commission (SEC) stating that they intend to sell restricted or control shares of a company. It is required under Rule 144 of the Securities Act. In plain terms, a Form 144 is an advance heads-up that a company affiliate, such as an officer, director, or large holder, plans to sell stock. It states how many shares and roughly when, before the sale happens.
Definition
A Form 144 filing
is an SEC notice, required under Rule 144, that a company affiliate intends to sell restricted or control securities. Affiliates must file it when a planned sale tops 5,000 shares or 50,000 US dollars over three months, and the sale must occur within 90 days. Source: SEC.
What triggers a Form 144 filing?
The obligation falls on affiliates, people in a control relationship with the issuer such as officers, directors, and large shareholders. An affiliate must file Form 144 when a proposed sale crosses a size threshold.
5,000 shares or $50,000
Threshold over any three-month period that requires a Form 144
Source: SEC, Rule 144
If the planned sale over any three-month period is above either 5,000 shares or 50,000 US dollars in aggregate value, the affiliate files Form 144. Non-affiliates selling under Rule 144 are generally exempt from this notice.
How is Form 144 different from a Form 4?
Both are SEC insider filings, but they capture different moments. This is the distinction that matters most when reading them:
| Form 144 | Form 4 | |
|---|---|---|
| What it is | Notice of a proposed sale | Report of a completed transaction |
| Timing | Filed before the sale | Filed within two business days after |
| Who files | Affiliates selling restricted or control stock | Officers, directors, and over-10% owners |
| What it tells you | Intent to sell | What was actually bought or sold |
A Form 144 says an insider plans to sell. A Form 4 confirms what an insider actually did. Reading them together gives a fuller picture than either alone.
Where to find Form 144 filings
Form 144 filings live on the SEC's EDGAR system. Since April 13, 2023, filings for reporting-company securities must be submitted electronically on EDGAR, which made them machine-readable and searchable alongside 13F filings, Schedule 13D, and Form 4. Before that many were filed on paper, which made them hard to track in bulk.
An important caveat: a Form 144 states an intention to sell. The insider is not obligated to complete the full sale, and the actual trade, if it happens, shows up later on a Form 4. So Form 144 is a signal of intent, not a done deal.
Flock reads public SEC filings and keeps each one dated and linked to its EDGAR source. For the India equivalent of disclosed insider trades, see what an insider trading disclosure is. What any Form 144 means for you is your call to make.
Frequently asked questions
What triggers a Form 144 filing?
An affiliate of a company must file Form 144 when a planned sale of restricted or control securities exceeds 5,000 shares or 50,000 US dollars in aggregate over any three-month period. Non-affiliates are generally exempt. Source: SEC, Rule 144.
Is Form 144 filed before or after the sale?
Before. Form 144 is a notice of a proposed sale, filed at the time the insider intends to sell. The sale must then take place within 90 days of the filing. Source: SEC, Rule 144.
How is Form 144 different from Form 4?
Form 144 is advance notice that an insider plans to sell. Form 4 reports a transaction that has already happened, and is due within two business days of the trade. One signals intent, the other confirms the completed deal. Source: SEC.
Where are Form 144 filings available?
On the SEC's EDGAR system. Since April 13, 2023, Form 144 filings for reporting-company securities must be submitted electronically on EDGAR, which made them searchable alongside other filings. Source: SEC.
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.