Form 144 SEC Filing Instructions: 2026 Practitioner Walkthrough

If you are an officer, director, or 10%-or-greater shareholder of a public company planning to sell restricted or control securities, Form 144 is the notice you must file before placing the sell order. This guide walks through every field on the actual form, the EDGAR electronic filing process, the thresholds that trigger the obligation, and the compliance traps that catch even experienced insiders.

For background on what Form 144 is and who must file it, see Finrep's What Is a Form 144? The 2026 Definitive Guide. This article picks up where that one leaves off: the concrete mechanics of completing and submitting the form correctly.

Key takeaway: Form 144 is a pre-sale notice, not a post-trade report. It must be filed concurrently with placing the sell order with a broker, or at the time of executing a sale directly with a market maker. Filing late is not a technicality; it can void the Rule 144 safe harbor.

When Does Form 144 Need to Be Filed?

Form 144 is required when an affiliate's proposed sales in any three-month period exceed 5,000 shares or units, OR have an aggregate market value exceeding $50,000. Whichever threshold is crossed first triggers the obligation. Both thresholds are stated on the face of the form itself and confirmed by SEC Release No. 33-11070.

A few points compliance teams frequently miss:

• The thresholds apply to proposed sales in the coming three-month period, not completed sales. You are filing a notice of intent.
• Non-affiliates who have held restricted securities of a reporting company for more than one year are generally exempt from the Form 144 filing requirement entirely, per the 2007 Rule 144 amendments (Release No. 33-8869).
• The volume cap itself, calculated under Rule 144(e), is the greater of 1% of outstanding shares or the average weekly reported trading volume over the prior four calendar weeks. See Finrep's Rule 144 Volume Limitations: A 2026 Practitioner Walkthrough for the full calculation.

The EDGAR-Only Electronic Filing Requirement

As of February 27, 2023, paper filing of Form 144 is no longer permitted for issuers subject to Exchange Act Section 13 or 15(d) reporting requirements. The mandate was adopted by SEC Release No. 33-11070 on November 21, 2022, and became effective February 27, 2023. Every Form 144 for a reporting-company issuer must now go through EDGAR.

The one carve-out: where the issuer is NOT subject to Exchange Act reporting requirements, the form must still be filed but may follow the alternative process under Securities Act Rule 144(h)(2). The face of the form states this explicitly.

Many older articles and broker workflows still reference paper filing. If your broker is handing you a paper form to sign and mail, that process is out of date for reporting-company securities.

The 6-to-10 PM ET Same-Day Filing Window

A second rule change, SEC Release No. 33-11159 (effective March 20, 2023), extended EDGAR filing hours for Form 144. As Toppan Merrill confirms: "As of March 20, 2023, the SEC deems a Form 144 submission made from 6-10 pm to be filed the same business day. These filings also will be made available on SEC.gov the same day. EDGAR is unavailable for filing after 10:00 pm ET and all transmissions after that time will have to be submitted the next business day."

Practical implication: if an insider places a sell order at 7:30 PM ET, the Form 144 must be submitted to EDGAR by 10:00 PM ET that same evening to carry the same business day date. Miss that window and the filing is technically next-day, which may not satisfy the concurrent-with-order requirement.

How to File Form 144 on EDGAR

The SEC provides a dedicated How-Do-I guide for electronic Form 144 filing. Here is the practical sequence:

Step 1: Obtain an EDGAR CIK and Access Codes

Every filer needs a Central Index Key (CIK) and EDGAR access credentials. Officers and directors of domestic reporting companies already have these from their Section 16 filings (Forms 3, 4, and 5). If you are an affiliate of a foreign private issuer, you likely do not have EDGAR codes because FPIs are not subject to Section 16, so apply well in advance.

To apply, complete a Form ID application through the EDGAR Filer Management system. The application must be signed, notarized, and uploaded. SEC staff review is required, and the process typically takes at least two business days. Do not wait until the day before a planned sale.

If you are unsure whether a CIK already exists, search the EDGAR Company Database first.

Step 2: Decide: Self-File or Use a Filing Agent

You have two paths:

If using a filing agent, the SEC's guidance is clear: select the filing agent's CIK as the login CIK and follow the step-by-step guidance for the online fillable form. You will need to provide the agent with your EDGAR CIK and CIK Confirmation Code (CCC). Document any power of attorney authorizing the agent to file on your behalf.

Step 3: Complete the Form Field by Field

This is where most guides stop. Here is what goes in each section of Form 144 (SEC1147).

Form 144 Field-by-Field Instructions

Item 1: Issuer Information

• 1(a) Name of Issuer: The full legal name of the company whose securities are being sold.
• 1(b) S.E.C. File Number: The issuer's EDGAR file number (e.g., 001-12345 for Exchange Act registrants). The form's own instructions say: "The filer should contact the issuer to obtain the S.E.C. File Number." Do not guess; call the company's legal or IR department.
• 1(c) Address of Issuer: Full street address, city, state, and zip code.
• 1(d) Telephone Number: Issuer's phone number including area code.

Item 2: Seller Information

• 2(a) Name of Person for Whose Account the Securities Are to Be Sold: The individual or entity whose securities are being sold. If a trust or LLC is selling, use the entity name.
• 2(b) Relationship to Issuer: State the relationship plainly: officer, director, 10% stockholder, or member of the immediate family of any of the foregoing. This field establishes affiliate status and is the basis for the filing obligation.

Item 3: Securities to Be Sold (Table I Header)

This is the core disclosure table. Seven fields are required:

• 3(a) Title of the Class of Securities: For example, "Common Stock, $0.001 par value."
• 3(b) Name and Address of Each Broker or Market Maker: List every broker through whom the securities will be offered, or each market maker acquiring them. Include the broker's address.
• 3(c) Number of Shares or Other Units to Be Sold: The exact number of shares proposed for sale. For debt securities, give the aggregate face amount.
• 3(d) Aggregate Market Value: The aggregate market value of the securities to be sold, calculated as of a specified date within 10 days prior to filing. Use the closing price on that date multiplied by the number of shares. Record the date used.
• 3(e) Number of Shares or Units Outstanding: Pull this from the issuer's most recent report or statement (typically the cover page of the most recent 10-K or 10-Q, or the issuer's transfer agent records).
• 3(f) Approximate Date of Sale: A reasonable estimate. If you are filing concurrently with placing the order, use today's date or the expected settlement date. The form does not require a precise date, but the SEC's investor.gov guidance notes that a filer must have "a bona fide intention to sell the securities referred to in the Form within a reasonable time after the filing."
• 3(g) Name of Each Securities Exchange: The exchange on which the sale will occur (e.g., NYSE, Nasdaq).

Table I: Acquisition History

This section requires disclosure of how the securities being sold were originally acquired:

• Title of the class
• Date acquired
• Nature of the acquisition transaction (e.g., open market purchase, stock option exercise, restricted stock grant, gift)
• Name of person from whom acquired (if a gift, also give the date the donor acquired the securities)
• Amount of securities acquired
• Date of payment
• Nature of payment

The form's instructions add a specific requirement for non-cash acquisitions: "If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid."

This matters for shares acquired through installment arrangements, promissory notes, or deferred compensation plans. A blank or incomplete Table I is one of the most common errors on filed forms.

Table II: Securities Sold During the Past 3 Months

This table captures all sales of the issuer's securities by the seller in the prior three months. Required fields:

• Name and address of seller
• Title of securities sold
• Date of sale
• Amount of securities sold
• Gross proceeds

The aggregation trap: The form's instructions specify that "person" is defined per Rule 144(a), and information must be given not only for the direct seller but also for all other persons included in that definition. Additionally, sales by all persons whose sales must be aggregated under Rule 144(e) must be reported.

In practice, this means you must include sales by:

• Family members sharing a household with the affiliate
• Trusts or entities the affiliate controls
• Any other person whose sales are attributed to the affiliate under Rule 144(e)

A director cannot omit sales made through a family trust or a spouse's account. This is one of the most frequently missed compliance requirements on Form 144.

The MNPI Certification

At the bottom of the form, the seller signs a certification with significant legal weight. The exact language from Form 144: "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 not boilerplate. Signing Form 144 while in possession of material non-public information (MNPI) exposes the signer to potential securities fraud liability, separate from any Rule 144 violation. Compliance teams should treat this certification as a formal MNPI check, not a routine signature. It should be coordinated with the company's pre-clearance process and trading window policy. See Finrep's Insider Trading Blackout Period Policy: 2026 Compliance Guide for how leading companies structure that process.

Rule 10b5-1 Plan Disclosure

If the seller is relying on a written Rule 10b5-1 trading plan or has given standing trading instructions, the form requires disclosure of the date of plan adoption or the giving of the instruction. This field appears alongside the date of notice at the bottom of the form.

This requirement became operationally significant after the SEC's 2023 amendments to Rule 10b5-1, which imposed new conditions on plan adoption (including cooling-off periods and single-plan limitations). If the plan does not meet the amended Rule 10b5-1 conditions, relying on it as an affirmative defense is risky. See Finrep's Rule 10b5-1 Trading Plan Requirements: 2026 Compliance Guide for the full picture.

Leave this field blank only if you are not relying on a 10b5-1 plan. Do not leave it blank if you are.

Form 144 vs. Form 4: Two Different Obligations

This distinction trips up insiders and compliance teams more than almost anything else. The two forms are not interchangeable and do not substitute for each other.

For the same transaction, an officer selling shares will typically need to file both: Form 144 before the sale and Form 4 within two business days after. Missing either creates a separate compliance failure. For a full breakdown of Form 4 mechanics, see Finrep's Form 4 Transaction Codes: 2026 Practitioner Walkthrough.

What Happens If Form 144 Is Filed Late or the Sale Does Not Occur?

Filing Form 144 after placing the sell order, rather than concurrently, means the sale was not made in compliance with Rule 144(h). The safe harbor may not apply, which means the sale could be characterized as an unregistered distribution under Section 5 of the Securities Act. That is a serious violation, not a paperwork technicality.

If the proposed sale does not occur within a reasonable time after filing, the form lapses. There is no fixed expiration date stated on the form itself, but the SEC's investor.gov guidance requires a bona fide intention to sell within a reasonable time. If circumstances change and the sale is delayed significantly, file a new Form 144 before proceeding. Filing Form 144 repeatedly without selling can attract SEC scrutiny.

For the interaction between Form 144 compliance and Section 16 late-filing penalties, see Finrep's SEC Late Filing Penalties: Section 16 Enforcement in 2026.

Pre-Filing Checklist

Before submitting Form 144, confirm each of the following:

1. The proposed sale exceeds 5,000 shares or $50,000 in aggregate market value in the three-month period (if not, Form 144 may not be required).
2. The Rule 144 holding period is satisfied: 6 months for reporting-company securities, 12 months for non-reporting-company securities.
3. The issuer is current in its Exchange Act reporting (10-K, 10-Q filings are up to date).
4. The company's trading window is open and pre-clearance has been obtained.
5. You have confirmed with the issuer's legal department that you are not in possession of MNPI.
6. You have the issuer's SEC file number (Item 1(b)) from the company's IR or legal team.
7. Table II includes sales by all aggregated persons under Rule 144(a) and (e), not just the direct seller.
8. If relying on a Rule 10b5-1 plan, the plan adoption date is ready to enter on the form.
9. Your EDGAR CIK and CCC are current, or your filing agent is confirmed and briefed.
10. The aggregate market value in Item 3(d) is calculated using a price within the 10 days prior to filing.

FAQ

Do I need my own EDGAR CIK to file Form 144, or can a filing agent use theirs? A filing agent files using their own CIK as the login CIK. You provide your CIK and CCC to authorize them. You do not need to log in yourself, but you do need an EDGAR account (CIK) on record. The SEC's How-Do-I guide confirms this process.

Does Form 144 need to be filed for every sale, or just once per trading plan? Generally, one Form 144 covers a proposed sale or series of sales in a three-month period. If you are selling under a 10b5-1 plan with multiple tranches, consult securities counsel on whether a single filing covers the plan or whether each tranche requires a new notice. The form's concurrent-with-order requirement is the controlling rule.

What if the issuer is a foreign private issuer? FPI affiliates are not subject to Section 16 and likely do not have EDGAR codes. They must obtain EDGAR access before any Rule 144 sale. The electronic filing mandate applies to all issuers subject to Exchange Act Section 13 or 15(d) reporting, which includes most FPIs listed on U.S. exchanges.

Can my broker still file Form 144 on my behalf? Yes, but the process has changed. The broker must now file electronically via EDGAR, not by paper. You must provide the broker with your EDGAR CIK and CCC. Confirm with your broker that they have updated their process; some have not.

What is the estimated time to complete Form 144? The SEC's OMB approval (control number 3235-0101, expiring August 31, 2029) estimates an average burden of 1.0 hour per response. In practice, the first filing takes longer if EDGAR credentials need to be established or if Table I acquisition history requires documentation research.