Form 144 Reporting Requirements for Insiders: 2026 Compliance Guide

If you are a corporate officer, director, or 10%-or-greater shareholder planning to sell company stock, Form 144 is the SEC filing that must go in before, or the moment, you place that sell order. Get the timing wrong, miss the threshold analysis, or skip the EDGAR filing entirely, and you are looking at a disclosure violation on a form the SEC's Division of Enforcement now monitors in real time.

This guide covers every material requirement: who files, what triggers the obligation, exactly when to file, how to file on EDGAR, what the form asks, how it interacts with Form 4, and what the 2026 HFIAA expansion means for directors and officers of foreign private issuers.

Key takeaway: Form 144 is a Securities Act notice of intent to sell, filed concurrently with the sell order. It is not an Exchange Act report of a completed transaction, that is Form 4's job. Both may be required for the same sale.

Who Is Required to File Form 144?

Form 144 applies to affiliates of a reporting company, not to all insiders and not to all holders of restricted stock. Under Rule 144 of the Securities Act of 1933, an "affiliate" is any person who directly or indirectly controls, is controlled by, or is under common control with the issuer. In practice, that means:

• Officers (president, CFO, principal accounting officer, VP of a principal business unit, and others performing a policy-making function)
• Directors
• 10%-or-greater beneficial owners of any class of equity securities
• Related persons and entities whose sales must be aggregated: household family members, trusts or estates with 10%-or-more beneficial interest, and corporations or other organizations in which the affiliate holds 10%-or-more equity interest

Non-affiliates who hold restricted securities are not required to file Form 144, even if they are selling under Rule 144's safe harbor. The Form 144 obligation is specific to affiliates (control persons).

One common misconception worth correcting: Form 144 is not limited to stock acquired through private placements or equity compensation plans. An affiliate who bought shares in the open market, freely tradeable shares with no restrictive legend, still must comply with Rule 144's conditions, including Form 144, because their affiliate status makes those shares "control securities." The SEC is explicit on this point.

What Triggers the Form 144 Filing Obligation?

The threshold is straightforward: a Form 144 must be filed when the proposed sale exceeds 5,000 shares or $50,000 in aggregate market value during any three-month period. Below both thresholds simultaneously, no filing is required.

The SEC's Rule 144 investor bulletin states this clearly: "If you are an affiliate, you must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period."

The three-month look-back matters here. The form's Table II requires disclosure of all sales of the issuer's securities by the seller during the preceding three months. That aggregation window includes:

• Sales across multiple brokers or brokerage accounts
• Sales by household family members whose transactions are attributed to the insider
• Sales by entities the insider controls

Getting the aggregation wrong is one of the most common compliance errors, particularly when an insider sells through a trust or a family member's account.

When Exactly Must Form 144 Be Filed?

Form 144 must be filed concurrently with placing the sell order with a broker. If the sale is not made through a broker, for example, a direct sale to a market maker, the form must be filed at the time of executing that sale.

This timing rule is frequently misstated. One trade publication incorrectly claims filers must submit Form 144 "at least 90 days before the planned sale." That is wrong. The 90-day figure likely confuses the Rule 144 holding period concept or the 10b5-1 cooling-off period with the Form 144 filing deadline. The SEC's own guidance is unambiguous: concurrent with the order to sell, not 90 days in advance.

Two further timing rules to know:

1. Three-month validity window. The sale must be completed within three months of the Form 144 filing date. If the sale does not occur within that window, a new Form 144 must be filed before proceeding.
2. Material change. If sale plans change materially after the initial Form 144 is filed, different volume, different broker, different timing, best practice is to refile. The original filing creates a public market disclosure on EDGAR, so an unfulfilled Form 144 is visible to the market and to the SEC.

How to File Form 144 on EDGAR

Since April 2023, Form 144 must be filed electronically on EDGAR. The SEC's December 2022 final rule mandated electronic filing, ending a decades-long paper regime. The form itself states: "This Form must be filed in electronic format by means of the Commission's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR part 232)."

The only exception: issuers not subject to Exchange Act Section 13 or 15(d) reporting requirements, in which case the form is filed under Securities Act Rule 144(h)(2).

The practical steps:

1. Obtain EDGAR filing credentials. If you do not already have a CIK number and EDGAR access codes, file a notarized Form ID with the SEC. This process can take several weeks, so do not wait until the day of the planned sale.
2. Enroll in EDGAR Next. Legacy EDGAR credentials may be outdated or not enrolled in the current EDGAR Next system. As Skadden notes, "obtaining new filing credentials or renewing any legacy credentials (including EDGAR Next enrollment) would require the filing of a notarized Form ID with the SEC, a process that can take a few weeks."
3. File the form type "144" on EDGAR. The SEC's EDGAR how-do-I guide for Form 144 covers the mechanics. Forms filed by 10:00 pm Eastern time receive that day's filing date.
4. Consider engaging outside counsel or a financial printer. Many compliance teams at smaller companies route Form 144 filings through outside counsel or a financial printer with EDGAR filing infrastructure, particularly for first-time filers.

Note that the Form 144 OMB approval (OMB Number 3235-0101) expires August 31, 2026, signaling a potential form revision cycle. Compliance teams should monitor the SEC's EDGAR filing page for any updated form version.

What Does Form 144 Require You to Disclose?

The current Form 144 (SEC1147, revised 07-22) collects the following:

The certification language on the form is worth reading carefully: "The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed." This is a substantive anti-fraud certification, not boilerplate.

Form 144 vs Form 4: Do You Need to File Both?

Yes, for most insider sales, both Form 144 and Form 4 are required, and they serve entirely different legal purposes.

This is one of the most persistent sources of compliance confusion. The two forms operate under different statutes, cover different events, and have different deadlines.

For a director who sells 10,000 shares through a broker on a Tuesday:

• Form 144 must be filed when the sell order is placed (Tuesday, concurrent with the order)
• Form 4 must be filed by 10:00 pm Eastern time on Thursday (two business days after the transaction)

These are parallel, not alternative, obligations. Filing one does not satisfy the other.

For a deeper look at Section 16 reporting mechanics, including Form 3, 4, and 5 deadlines, see Finrep's Section 16 Insider Reporting Compliance Guide 2026.

Rule 144's Other Conditions: Holding Periods and Volume Limits

Form 144 is the notice mechanism, but the underlying Rule 144 conditions must also be met before the sale is permissible.

Holding period (for restricted securities only):

• Affiliates selling restricted securities of a reporting company: six months from the acquisition date
• Affiliates selling restricted securities of a non-reporting company: one year
• Control securities (freely tradeable shares held by an affiliate): no holding period applies, but all other Rule 144 conditions do

Volume limitation: During any three-month period, an affiliate may sell no more than the greatest of:

1. 1% of the outstanding shares of the class
2. The average weekly reported trading volume during the four calendar weeks preceding the Form 144 filing
3. The average weekly volume through a consolidated transaction reporting system during the same four-week period

Table II of Form 144 is directly tied to monitoring this volume cap. The three-month look-back on prior sales must include all sales by the "person" as defined in Rule 144(a), which aggregates sales by household family members and controlled entities.

Current public information: The issuer must have been current in its Exchange Act reporting for at least 90 days before the sale. If the company is delinquent on its 10-K or 10-Q filings, the Rule 144 safe harbor is unavailable and the Form 144 filing would not make the sale permissible.

Manner of sale: For equity securities, sales must be made in brokers' transactions, directly with market makers, or in riskless principal transactions. Form 144 captures the broker or market maker information in the securities-to-be-sold section.

Form 144 and Rule 10b5-1 Plans

Form 144 has included a field for 10b5-1 plan adoption dates since its 2022 revision, and that field has been a live enforcement data point since EDGAR electronic filing began.

If an insider is selling under a Rule 10b5-1 plan, Form 144 requires disclosure of the date the plan was adopted or the date instructions were given. This field predates the SEC's 2023 amendments to Rule 10b5-1, which added similar disclosure requirements to Form 4.

The 2023 Rule 10b5-1 amendments introduced mandatory cooling-off periods for officers and directors: the later of 90 days after plan adoption or the next quarterly earnings release date, up to a maximum of 120 days. Single-trade plans are now limited to one per 12-month period. These reforms were partly driven by Stanford and Wharton research that used Form 144 plan adoption date data to study over 20,000 10b5-1 plans.

The findings were striking. Larcker, Taylor, and Lynch found that "more than 38% of plans adopted in a given quarter execute a trade before that quarter's earnings announcement; 82% have cooling off periods less than six months; and that the trades of these plans systematically avoid large losses." That research was only possible because Form 144 captured plan adoption dates that Form 4 did not.

For insiders selling under a 10b5-1 plan, the Form 144 filing timing question is the same: concurrent with placing the sell order. The existence of a pre-established plan does not change the Form 144 filing obligation or its timing.

Why the 2022 Electronic Filing Mandate Changed Everything

Before February 2023, Form 144 was almost entirely a paper exercise. Stanford and Wharton researchers documented that "99.3% of Form 144s are filed on paper every year, over 700,000 from 2001 to 2020." The SEC retained paper copies for only 90 days in its Public Reading Room in Washington, DC.

Data providers like The Washington Service and Thomson/Refinitiv would physically visit the Reading Room to scan and digitize the forms for institutional clients. As Larcker, Taylor, and Lynch wrote in their SEC comment letter: "In effect, the Commission has created a two-tiered disclosure system that makes 'public disclosure' accessible to large institutional clients, but inaccessible to individual investors."

Electronic filing on EDGAR ended that two-tiered system. Form 144 filings are now searchable in real time by anyone, including the SEC's Division of Enforcement, academic researchers, and market surveillance systems. A Form 144 filing signals to the market that an insider intends to sell, and market participants actively monitor EDGAR for new filings as a leading indicator of insider selling activity.

The compliance implication: Form 144 is no longer a back-office paper exercise. It is a live public disclosure that goes on the record the moment it is filed.

What the 2026 HFIAA Rules Mean for FPI Insiders

Effective March 18, 2026, directors and officers of foreign private issuers (FPIs) became subject to Section 16(a) reporting requirements for the first time, following the SEC's February 27, 2026 final rules implementing the Holding Foreign Insiders Accountable Act (HFIAA). FPI directors and officers must now file Forms 3, 4, and 5 on the same deadlines as domestic insiders.

As Mayer Brown summarized via the Harvard Law Forum: "FPI D&Os will be subject only to the reporting requirements under Section 16(a). They remain exempt from short-swing profit rules under Section 16(b) and short sale prohibitions under Section 16(c). 10% beneficial owners of FPIs remain exempt from Section 16 in its entirety."

The Form 144 question for FPI insiders is unresolved but important. The HFIAA final rules address Section 16(a) Exchange Act reporting. They do not explicitly address Form 144, which is a Securities Act obligation. However, if an FPI director or officer sells securities in the U.S. market and qualifies as an "affiliate" under Rule 144, because they control the issuer or hold 10%-or-more of a class of equity securities, the Form 144 filing obligation applies independently of Section 16(a). These are parallel statutory regimes.

FPI insiders newly navigating this landscape face a practical barrier: EDGAR filing credentials. As Skadden notes, FPI directors and officers who have previously filed a Schedule 13D, 13G, or Form 144 may already have credentials, but those credentials may be outdated or not enrolled in EDGAR Next. Obtaining or renewing credentials requires a notarized Form ID, a process that can take several weeks. FPI compliance teams should address this well before any planned insider sale.

For the full Section 16(a) compliance picture for FPI directors and officers, see Finrep's Section 16 Insider Reporting Compliance Guide 2026.

Company Insider Trading Policies and Pre-Clearance

Rule 144 sets the legal floor. Most public companies impose stricter requirements through their insider trading policies.

A representative policy, filed on EDGAR by Future FinTech Group, states: "The reporting insiders are required to file Form 144 before making an open market sale of the Company's stock. Form 144 notifies the SEC of their intent to sell restricted or control securities." Standard corporate practice goes further: requiring insiders to obtain pre-clearance from the general counsel or compliance officer before placing any sell order, and restricting sales to designated trading windows (typically the period following an earnings release).

The practical sequence for a compliant insider sale typically looks like this:

1. Confirm the company's trading window is open
2. Obtain pre-clearance from the compliance officer
3. Confirm Rule 144 conditions are met (holding period, current public information, volume headroom)
4. File Form 144 on EDGAR
5. Place the sell order with the broker (same day as the Form 144 filing)
6. Complete the sale within three months of the Form 144 filing date
7. File Form 4 within two business days of the completed transaction

Compliance officers are expected to review Form 144 filings alongside Forms 3, 4, and 5 as part of periodic trading activity monitoring, per standard corporate governance practice reflected in publicly filed insider trading policies.

FAQ

Does Form 144 apply if I am selling registered securities, not restricted stock? Yes, if you are an affiliate. Affiliates must comply with Rule 144, including the Form 144 filing requirement, when selling any securities of the issuer, whether restricted or freely tradeable, because those shares are "control securities" by virtue of your affiliate status. The Form 144 obligation turns on who you are, not just how you acquired the shares.

How long is a Form 144 valid? Three months from the filing date. If the sale is not completed within that window, you must file a new Form 144 before proceeding. The original filing remains visible on EDGAR regardless.

What happens if I miss the Form 144 filing deadline? A late or missing Form 144 means the sale may not qualify for Rule 144's safe harbor, potentially making the sale an unregistered distribution in violation of Section 5 of the Securities Act. The SEC can bring enforcement action, and the filing is now searchable on EDGAR, making gaps detectable. Consult securities counsel promptly if a filing was missed.

Do I need to file Form 144 if I sell under a Rule 10b5-1 plan? Yes. The existence of a 10b5-1 plan does not eliminate the Form 144 obligation. You must file Form 144 concurrently with each sell order placed under the plan, and disclose the plan adoption date in the designated field on the form.

As a director of a foreign private issuer, do I now need to file Form 144? Section 16(a) now applies to FPI directors and officers as of March 18, 2026. Form 144 is a separate Securities Act obligation that applies if you qualify as an "affiliate" under Rule 144 and propose to sell securities in the U.S. market above the 5,000-share or $50,000 threshold. The two obligations are independent. FPI insiders should assess both and address EDGAR credential enrollment well in advance of any planned sale.

Can I sell more shares than covered by a single Form 144? No. Each Form 144 covers a specific proposed sale. If you want to sell additional shares beyond what was covered in the original filing, or if your plans change materially, file a new Form 144. The three-month volume limit under Rule 144 applies across all sales in the period regardless of how many Form 144s are filed.

What is the difference between restricted securities and control securities? Restricted securities are acquired in unregistered private transactions (private placements, equity compensation grants) and carry a restrictive legend. Control securities are any securities held by an affiliate, regardless of how they were acquired. An affiliate's open-market purchases are control securities. Both categories are subject to Rule 144 and the Form 144 filing requirement when sold by an affiliate above the threshold.