Form 144 (Notice of Proposed Sale)

Form 144 is the notice a person files with the SEC when they plan to sell restricted or control securities in reliance on Rule 144 under the Securities Act of 1933 and the sale is above a size threshold. It announces an intended sale, not a completed one, which makes it an early signal that an affiliate such as an officer, director, or large holder expects to sell.

The notice is required when sales over any three-month period exceed 5,000 shares or units, or an aggregate sale price of $50,000. Smaller sales need no Form 144.

Full guide: Form 144 Explained: Reading Planned Insider Sales

Rule 144 is the safe harbor that lets holders resell securities that were never registered for public sale, or that are held by an affiliate, without being treated as an underwriter. Rule 144(h) sets the notice requirement. For an issuer that has been reporting under the Exchange Act for at least 90 days, the form is filed electronically on EDGAR at the same time the seller places the order with a broker or executes the sale with a market maker. The seller must genuinely intend to sell within a reasonable time after filing.

The notice identifies the issuer, the seller and their relationship to the company, the broker, the number of shares to be sold, their aggregate market value, the approximate sale date, and how and when the seller acquired them. It also lists the seller's sales of the issuer's securities over the past three months. By signing, the seller represents that they know of no undisclosed material adverse information about the company, or, if selling under a Rule 10b5-1 plan, that this was true on the date the plan was adopted, and the form records that date.

Rule 144 imposes its own conditions separately from the notice. Restricted securities of a reporting issuer must be held at least six months before resale, and affiliates are limited to selling, in any three months, the greatest of 1% of shares outstanding or the average weekly trading volume over the prior four calendar weeks.