Form 144 SEC Reporting Requirements: 2026 Compliance Guide

Form 144 is the SEC's notice of proposed sale of restricted or control securities under Rule 144 of the Securities Act of 1933. If you're an affiliate of a public company planning to sell more than 5,000 shares or securities worth more than $50,000 in any three-month period, you must file it on EDGAR before or concurrent with the sale. Miss the deadline, file in the wrong format, or skip the credentialing step, and you risk losing the Rule 144 exemption entirely.

This guide is for corporate insiders, VC/PE fund compliance teams, general counsel, and their brokers. It covers the post-April 2023 EDGAR electronic filing regime in detail, including the XML validation rules that still trip up experienced filers in 2026.

Key takeaway: Since April 13, 2023, paper and email Form 144 submissions are no longer accepted for issuers subject to Exchange Act reporting. Every filing person needs individual EDGAR credentials, and the XML format enforces strict field-level rules that reject common mistakes automatically.

Who Must File Form 144

Form 144 must be filed by affiliates of Exchange Act reporting issuers who intend to sell restricted or control securities above the volume thresholds. The SEC's Rule 144 investor publication defines the obligation clearly, but the scope of "affiliate" is broader than most people assume.

Under Rule 144(a)(2), the following persons are aggregated and treated as a single "person" for filing and volume purposes:

• Directors, officers, and shareholders owning more than 10% of outstanding shares
• Relatives sharing a household with the above
• Trusts or estates in which the seller holds a 10% or more beneficial interest
• Corporations or organizations in which the seller holds a 10% or more equity interest

For VC and PE funds, the affiliate analysis is particularly important. As Cooley's fund formation team explains, a fund is generally considered an affiliate if it, alone or together with related funds, beneficially owns more than 10% of the company's stock, or if an associated individual sits on the company's board. That means the fund entity, the general partner entity, and potentially individual partners may each need to file separately.

Two categories of securities trigger the obligation:

• Restricted securities: acquired in unregistered, private transactions from the issuer or an affiliate (e.g., securities received in venture financings or PIPE transactions)
• Control securities: any securities held by an affiliate, regardless of how they were acquired

Form 144 does NOT apply to non-reporting issuers. The 2022 SEC final rule eliminated the filing requirement entirely for sellers of securities of issuers not subject to Section 13 or 15(d) of the Exchange Act. If your portfolio company is private, no Form 144 is required.

Form 144 Filing Thresholds and Volume Limits

The filing obligation is triggered when proposed sales in any three-month period exceed either 5,000 shares or an aggregate sales price of $50,000. These are independent triggers, per 17 CFR § 239.144(b). Exceed either one and you must file, even if the other threshold is not met.

Once you file, the volume limitation under Rule 144 caps what you can actually sell:

• 1% of total outstanding shares of the class, measured as of the most recent report published by the issuer (typically the latest 10-K, 10-Q, or proxy statement), OR
• The average weekly reported trading volume during the four calendar weeks preceding the Form 144 filing date, for exchange-listed securities, if that figure is greater

For OTC securities, only the 1% test applies. Volume is aggregated across all persons whose sales must be combined under Rule 144(a)(2), meaning a director's personal sales and the sales of a family trust they control count together toward the cap.

The number of shares outstanding for Item 3(e) of the form must come from the issuer's most recent public filing. Filers also need the issuer's SEC File Number (Item 1(b)), which requires contacting the issuer directly if it's not already on hand.

Rule 144 Holding Period Requirements

The holding period under Rule 144 depends on whether the issuer is a reporting company.

The holding period starts on the date the securities were fully paid for. For gifted securities, the recipient can "tack" the donor's holding period, per 17 CFR § 230.144(d)(3)(v). This means a gift recipient who receives shares the donor held for four months already has four months of holding period credit.

For converted or exchanged securities, tacking rules are more complex. A 2020 SEC proposal would have prevented tacking for securities acquired upon conversion or exchange of market-adjustable securities of unlisted issuers, requiring the holding period to restart at conversion. As of 2026, that proposal has not been adopted as a standalone final rule, so the existing tacking provisions remain in effect for most transactions, but the proposal's status should be confirmed with counsel before relying on tacking in a conversion scenario.

One condition that is easy to overlook: Rule 144 is unavailable if the issuer is delinquent in its Exchange Act reporting. The issuer must have been current in its filings for at least 90 days before the sale. If the company is late on a 10-Q or 10-K, the exemption is off the table regardless of whether Form 144 is filed.

Form 144 Filing Deadline and the Form 4 Alignment

Form 144 must be filed concurrently with or before the date of the first sale. The 2022 final rule aligned the Form 144 deadline with the Form 4 deadline, so both can be filed at the time of the transaction rather than requiring Form 144 to precede it.

The practical cutoff: filings submitted by 10 PM ET receive that day's filing date on EDGAR, per the February 2023 Federal Register rule extending Form 144 EDGAR filing hours. Miss 10 PM ET and your filing is date-stamped the next business day, which can create a gap between the sale date and the filing date.

The form also requires that the securities to be sold have been held and fully paid for for at least 10 calendar days prior to filing. EDGAR's XML validation enforces this automatically and will reject filings that do not satisfy it.

How to File Form 144 Electronically on EDGAR

Since April 13, 2023, Form 144 must be filed electronically on EDGAR in XML format. Paper and email submissions are no longer accepted for reporting issuers. The SEC's EDGAR filing guide walks through the mechanics, but the operational complexity goes well beyond "log in and submit."

Step 1: Obtain EDGAR Credentials

Every filing person needs their own EDGAR CIK (Central Index Key) and access codes before a filing can be submitted. The application process can take anywhere from one day to two weeks, depending on the SEC's processing backlog, per Cooley's April 2023 client alert.

For VC/PE fund structures, this is the most common operational failure point. Each entity and each individual who might sell portfolio company securities needs separate credentials. A fund with a GP entity, a management company, and three individual partners who sit on boards may need five or more separate EDGAR accounts. Cooley's fund formation team is direct on this: "We recommend evaluating your structure, including any affiliated entities or individuals that could receive distributions in kind, to identify potential filing persons."

Do not wait until a sale is triggered to apply. The credentialing timeline makes last-minute applications a compliance risk.

Step 2: Coordinate With Your Broker

Most large full-service brokers continue to prepare and file Forms 144 on behalf of clients after the EDGAR transition. But they now require, at minimum:

1. The seller's EDGAR filing codes (CIK and access codes)
2. Potentially an amended service agreement
3. In many cases, a power of attorney authorizing the broker to file on the seller's behalf

As Cooley notes: "If you haven't already been in communication with your broker(s) about this rule change, we recommend proactively reaching out to them to determine whether they intend to continue making filings on your behalf and, if so, what they will require from you."

If your broker declines to file on your behalf, you will need to file directly through EDGAR or engage outside counsel or a filing agent such as Toppan Merrill.

Step 3: Understand the XML Validation Rules

EDAR's XML format enforces strict field-level validation that rejects filings with common errors. Before submitting, verify:

• Securities to be sold: must have been held and paid for for at least 10 calendar days before the filing date
• Date of notice: cannot be more than 10 calendar days old
• All dates: must be single dates, not date ranges
• Aggregate market value (Item 3(d)): must reflect market value as of a specific date within 10 days prior to filing, not the anticipated sale price
• Table II: cannot include sales from the past 10 calendar days or sales more than 9 months in the past

These rules are not advisory. EDGAR will reject the filing automatically if any field fails validation.

Step 4: Maintain Current EDGAR Codes

Outdated or misplaced EDGAR codes are a persistent operational risk. As Cooley puts it: "EDGAR code management practices vary considerably from fund to fund. The process of updating EDGAR codes can often result in avoidable fire drills when filings are triggered." Funds should maintain a current schedule of EDGAR filing codes for all affiliated entities and individuals, and ensure brokers and outside counsel have current codes on file before a sale is triggered.

What Goes in Table I and Table II

Table I captures the acquisition history of the securities being sold. Table II captures all sales of the same issuer's securities in the prior three months.

Table I: Acquisition History

For each lot of securities to be sold, Table I requires:

• Title of class
• Date acquired
• Nature of the acquisition transaction (e.g., open market purchase, private placement, exercise of options)
• Name of person from whom acquired (for gifts, include the donor's original acquisition date)
• Amount acquired
• Date of payment
• Nature of payment (if not fully paid in cash at time of purchase, the arrangement must be explained)

Table II: Prior Three-Month Sales

Table II requires disclosure of all sales of the same issuer's securities during the past three months by the person for whose account the securities are to be sold, including sales by all persons whose sales must be aggregated under Rule 144(e). The aggregation extends to affiliated entities and household family members.

The EDGAR XML validation enforces two hard limits on Table II:

• Exclude any sales from the past 10 calendar days
• Exclude any sales more than 9 months in the past

The effective lookback window is therefore 10 days to 9 months prior to the filing date.

Form 144 vs. Form 4: What Each Requires and When

Insiders often conflate these two forms. They serve different purposes and have different legal bases, but the same transaction typically triggers both.

Inconsistencies between the two forms are a red flag for SEC review. If Form 144 discloses a proposed sale of 10,000 shares and Form 4 reports a different number, expect questions. Coordinate the filings and reconcile the numbers before submitting either.

For a full treatment of Section 16 obligations, see Finrep's Section 16 Insider Reporting Compliance Guide 2026.

Form 144 and Rule 10b5-1 Trading Plans

If you are selling under a Rule 10b5-1 trading plan, the current Form 144 (SEC1147, revised 09-22) includes a dedicated field for the plan adoption date. This field, "Date of Plan Adoption or Giving of Instruction, if Relying on Rule 10b5-1," must be completed when the seller is relying on a plan.

The form also requires the seller to certify that they do not know any material adverse information about the issuer that has not been publicly disclosed. When selling under a 10b5-1 plan, this certification applies at the time of filing, not just at the time the plan was adopted.

Note that the SEC's 2023 Rule 10b5-1 amendments introduced cooling-off periods and single-trade plan limits that interact with Form 144 timing. The plan adoption date entered on the form should be the date the plan was actually adopted, not the date trading begins. If the plan was amended, the relevant date may be the amendment date depending on the circumstances.

Consequences of Non-Filing or Late Filing

Failure to file Form 144 does not automatically void the Rule 144 exemption, but it makes the exemption unavailable. As 17 CFR § 239.144 states directly: "Failure to disclose the information requested by Form 144 would make an exception under § 230.144 of this chapter unavailable and may result in civil or criminal action for violations of the Federal securities laws."

A sale without a valid Rule 144 exemption is an unregistered sale of securities under Section 5 of the Securities Act. That exposes the seller to rescission liability and potential SEC enforcement. The form also notes that all information filed becomes a matter of public record and may be referred to other governmental authorities or self-regulatory organizations.

If a sale does not occur after filing, there is no formal amendment or withdrawal process specified in the form. The form contemplates an "approximate date of sale" and a bona fide intention to sell within a reasonable time. If circumstances change materially, consult counsel before the 90-day window implied by the form's structure lapses.

What the OMB Expiry in August 2026 Signals

The Form 144's OMB approval (OMB Number 3235-0101) expires August 31, 2026, per the current form (SEC1147). This is a routine administrative renewal, but it signals a near-term SEC review of the form's fields and instructions. Compliance officers building 2026 and 2027 workflows should monitor the SEC's EDGAR filing system for any form updates that follow the renewal process. A revised form could introduce new fields, modify existing validation rules, or update the 10b5-1 plan disclosure requirements.

FAQ: Form 144 SEC Reporting Requirements

Does Form 144 apply if I'm selling securities of a private company? No. The 2022 SEC amendments eliminated the Form 144 filing requirement for sellers of securities of non-reporting issuers. If the issuer is not subject to Exchange Act Section 13 or 15(d) reporting, no Form 144 is required.

Can my broker file Form 144 on my behalf? Yes, but the broker will need your EDGAR CIK and access codes at minimum, and may also require an amended service agreement and a power of attorney. Contact your broker before a sale is triggered to confirm their process.

Do I need a separate EDGAR account for each entity in my fund structure? Yes. Each entity and each individual who may sell portfolio company securities must have their own separate EDGAR credentials. Apply well in advance; processing can take up to two weeks.

How does Form 144 relate to Form 4? They serve different purposes. Form 144 is a prospective notice of a proposed sale under the Securities Act. Form 4 is a retrospective disclosure of a completed transaction under Section 16 of the Exchange Act. The same sale typically triggers both. File them consistently and reconcile the share counts.

What happens if I file Form 144 but the sale doesn't happen? There is no formal withdrawal process. The form contemplates a bona fide intention to sell within a reasonable time after filing. If the sale does not occur, a new Form 144 must be filed before any subsequent sale that exceeds the thresholds.

Is Form 144 required for sales under a Rule 10b5-1 plan? Yes, if the sale otherwise meets the affiliate and volume thresholds. The current form includes a field for the plan adoption date, which must be completed when relying on a 10b5-1 plan.

What is the manner-of-sale requirement under Rule 144? Affiliates must sell through broker transactions (where the broker acts only as agent and receives no more than the usual commission), directly with a market maker, or through riskless principal transactions. Soliciting orders in anticipation of the sale is prohibited. This is a substantive condition of the Rule 144 exemption, separate from the Form 144 filing obligation.