Form 144 vs Form 4: The 2026 Compliance Comparison

Form 144 and Form 4 are not interchangeable. One is a forward-looking notice filed before a trade; the other is a backward-looking report filed after it. Both can appear on EDGAR for the same transaction, filed days apart, covering the same shares. Confusing them is one of the most common errors in insider trading compliance programs, and the consequences range from investor misreads to SEC enforcement exposure.

This guide is for corporate securities counsel, CFOs, and compliance officers who need to know exactly what each form requires, when to file it, and how the two interact when a single insider sale unfolds over days or weeks. For a full treatment of Form 144 mechanics, see Form 144 Filing: What It Is, Who Must File, and Why It Exists. For Form 4 deadlines and triggers, see Form 4 Filing Requirements: 2026 Practitioner Walkthrough.

Form 144 vs Form 4: The Core Distinction

Form 144 is a notice of intent. Form 4 is a record of fact.

Form 144 is formally titled "Notice of Proposed Sale of Securities Pursuant to Rule 144 Under the Securities Act of 1933." It is filed at or before the moment a sell order is placed with a broker. The transaction has not happened yet. The form is the insider's public declaration that they plan to sell, and that the Rule 144 safe harbor conditions are met.

Form 4 is formally titled "Statement of Changes in Beneficial Ownership." It is filed within two business days of a completed transaction. The trade is done, settled, and on the record.

As one practitioner summary puts it: "Form 4 = I did this. Form 144 = I plan to do this."

Key takeaway: A Form 144 filing does not confirm a sale has occurred. A Form 4 does. Financial press that reports a Form 144 as "insider sells stock" is getting it wrong.

Different Statutes, Different Enforcement Regimes

The statutory separation matters more than most compliance guides acknowledge.

Form 144 is filed under Rule 144 of the Securities Act of 1933, which governs the distribution of securities. Its purpose is to document that a resale of restricted or control securities qualifies for an exemption from SEC registration. The enforcement framework is the Securities Act: civil liability under Section 12, and criminal exposure under 18 U.S.C. 1001 for intentional misstatements (the form itself carries this warning).

Form 4 is filed under Section 16(a) of the Securities Exchange Act of 1934, which governs ownership transparency and insider trading. Its purpose is to keep the public informed of changes in beneficial ownership by corporate insiders. The enforcement framework includes Section 16(b) disgorgement of short-swing profits and SEC enforcement under the Exchange Act.

The practical consequence: a compliance failure on Form 144 and a compliance failure on Form 4 land in different legal regimes, with different remedies and different scienter standards. Treating them as administrative twins is a mistake.

Side-by-Side Comparison

Who Must File Form 144 vs Form 4

The filer populations overlap substantially but are not identical, and the gap matters.

Form 4 filers are Section 16 insiders: officers (as defined by the company, typically C-suite and principal accounting officer), directors, and any beneficial owner of more than 10% of a class of registered equity. They file within two business days of any reportable change in beneficial ownership.

Form 144 filers are "affiliates" under Rule 144, a control-based definition that is broader in some directions and narrower in others:

• Officers and directors (same as Section 16)
• Shareholders who beneficially own 10% or more of a class of voting securities
• Immediate family members sharing a household with any of the above
• Entities controlled by any of the above (trusts, LLCs, investment funds)

The compliance blind spot: a controlling shareholder who is not a director or named officer may be a Rule 144 affiliate and therefore required to file Form 144, while having no Form 4 obligation at all. Conversely, a Section 16 officer selling below the 5,000-share and $50,000 thresholds files a Form 4 but no Form 144.

Also frequently missed: the Form 144 instructions require aggregation of sales by family members sharing a household and by entities the insider controls. A CEO whose spouse holds shares in a family trust must aggregate those sales with their own for both the filing threshold and the Rule 144 volume caps. Rule 144 volume limitations are covered in detail separately.

Non-affiliates with restricted securities face a different set of rules entirely. After a 12-month holding period (for non-reporting issuers) or 6-month holding period (for reporting issuers), non-affiliates who have not been affiliates in the prior three months can sell without any Form 144 filing requirement. They are still subject to Rule 144's current public information condition during the 6-to-12-month window, but once the holding period is satisfied, no volume limits and no Form 144 apply. This asymmetry is a genuine source of compliance errors at companies with former executives or pre-IPO investors.

What Triggers a Form 144 Filing

The threshold is 5,000 shares OR $50,000 in aggregate market value in any rolling three-month period. Either condition independently triggers the filing obligation. The aggregate market value is calculated as of a date within 10 days prior to filing.

The SEC's investor guidance is explicit: "A person filing a Form 144 must have a bona fide intention to sell the securities referred to in the Form within a reasonable time after the filing of the Form."

These thresholds were set by the 2007 Rule 144 amendments and remain in effect in 2026. They apply to both restricted securities (acquired in unregistered transactions) and control securities (freely tradeable shares held by affiliates). An affiliate who bought shares on the open market still needs to file Form 144 before selling above the threshold, because those shares become control securities the moment an affiliate holds them.

For the Rule 144 holding period mechanics, including the 6-month rule for affiliates of reporting issuers and the 1-year rule for non-reporting issuers, see Rule 144 Holding Period: 2026 Practitioner Walkthrough.

The 2022 Mandatory EDGAR Filing Shift

This is the change most existing compliance guides still get wrong.

As of July 2022, electronic filing of Form 144 on EDGAR became mandatory for affiliates of reporting issuers. Before that, the overwhelming majority of Form 144s were filed on paper and mailed to the SEC. The Sarbanes-Oxley Act of 2002 mandated electronic filing of Forms 3, 4, and 5, but explicitly did not extend that mandate to Form 144, leaving a 19-year transparency gap.

Under the old paper regime, a Form 144 mailed on the due date was considered timely even if it arrived days later, meaning the "proposed" sale was often already completed and reported on Form 4 before the Form 144 became publicly available. The 2022 rule change closed that gap for reporting-issuer affiliates.

A residual paper-filing carve-out remains: affiliates of issuers that are not subject to Exchange Act reporting requirements (non-reporting issuers) may still file Form 144 on paper under Securities Act Rule 144(h)(2). If your company is a reporting issuer, that carve-out does not apply to you.

The SEC's EDGAR how-to guide for electronic Form 144 filing (updated September 2023) is the operative procedural reference. Form 144 must now be filed in XML format through EDGAR, with a same-day filing cutoff of 10:00 p.m. ET.

Key takeaway: If your insider trading policy still references paper Form 144 filing, it needs updating. The paper option for reporting-issuer affiliates ended in 2022.

The 90-Day Execution Window: What Happens When It Lapses

Once filed, a Form 144 gives the insider 90 calendar days to execute the proposed sale. If the sale does not occur within that window, the Form 144 lapses. A new one must be filed before any subsequent sale above the threshold.

This creates a compliance scenario that most guides mention but none fully address. When a Form 144 lapses:

1. The lapsed filing remains on EDGAR permanently and is publicly searchable. It does not disappear.
2. Any investor or analyst who saw the original filing may be watching for a corresponding Form 4 that never arrives.
3. The insider cannot simply re-file the same Form 144 after the window closes and treat it as continuous. A fresh filing is required.
4. If the insider's trading window or the company's blackout period caused the lapse, the compliance team needs to document the reason and coordinate the re-filing with the next open window.

From an IR perspective, a high-profile Form 144 that never generates a corresponding Form 4 is a disclosure management problem. The market may interpret the absence of execution as a change of intent, a blackout, or a regulatory issue. Proactive communication through the company's standard IR channels is the right response.

One Sale, Multiple Filings: The Tranche Scenario

This is where compliance teams most often lose the thread.

A single planned sale executed in tranches over multiple days generates one Form 144 but multiple Form 4s. The Form 144 covers the full intended volume at order placement. Each partial execution generates its own Form 4, due within two business days of that execution date.

A worked example: a CFO plans to sell 30,000 shares over several weeks under Rule 144.

1. Day 0: Sell order placed for up to 30,000 shares. Form 144 filed by 10:00 p.m. ET that day, disclosing the full 30,000-share intent.
2. Day 3: Broker executes 8,000 shares. Form 4 filed within 2 business days reporting the completed 8,000-share sale at the executed price.
3. Day 9: Another 12,000 shares execute. Second Form 4 filed within 2 business days.
4. Day 18: Final 10,000 shares execute. Third Form 4 filed within 2 business days.

Result: one Form 144, three Form 4s. An investor who only reads the Form 144 on Day 0 knows an intent, not a fact. An investor who only reads the three Form 4s sees three separate transactions without the context that they were part of a single planned divestment.

For compliance teams: each Form 4 in a tranche sequence should be internally cross-referenced to the original Form 144 filing date, even if the form itself does not require that reference. It creates a clean audit trail if the SEC ever asks why the Form 4 volumes do not match the Form 144 notice.

How 10b5-1 Plans Interact With Both Forms

The 2022 SEC amendments to Rule 10b5-1 (effective February 27, 2023) added new complexity to the Form 144 / Form 4 relationship. Full details on 10b5-1 plan requirements are covered separately.

When a sale executes under a 10b5-1 plan, both forms capture the plan adoption date:

• Form 144 includes a field: "Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1."
• Form 4 includes a checkbox indicating the transaction was made pursuant to a 10b5-1 plan, plus the plan adoption date.

These dates must be consistent across both filings. Inconsistency between the plan adoption date on Form 144 and the date on the corresponding Form 4 is an immediate red flag for SEC staff reviewing insider trading disclosures.

The 2022 amendments also imposed a 120-day cooling-off period for officers and directors between plan adoption and the first permissible trade (or the next annual shareholders' meeting, whichever is later, capped at 365 days). This has a direct effect on Form 144 timing: Form 144 is filed when the sell order is placed, which can only happen after the cooling-off period has elapsed. The plan adoption date disclosed on the form will therefore be at least 120 days before the filing date for most officer and director sales.

A Form 4 flagged as a 10b5-1 sale carries a fundamentally different signal than a discretionary open-market sale. The decision to sell was made when the plan was adopted, potentially six to twelve months earlier. Compliance teams should make sure their IR colleagues understand this distinction before a high-profile Form 144 hits EDGAR.

Real-world examples from 2026:

• Jeff Bezos filed a Form 144 on August 3, 2026 for the proposed sale of 15,000,000 Amazon shares (aggregate market value approximately $4.07 billion) through Morgan Stanley Smith Barney LLC, pursuant to a 10b5-1 plan adopted November 14, 2025. The shares were originally acquired July 5, 1994 as founder stock. The filing notes that on May 4, 2026, Bezos contributed 220,200 shares to non-profit organizations.
• Mark Zuckerberg filed a Form 144 on September 24, 2026 for the proposed sale of 27,474 Meta Class A Common Shares (aggregate market value approximately $21.4 million) through Charles Schwab, pursuant to a 10b5-1 plan adopted January 31, 2026. Zuckerberg's relationship to Meta is listed as Officer, Director, 10% Stockholder, and COB & CEO, illustrating that a single filer can satisfy multiple affiliate-status categories simultaneously.

In both cases, corresponding Form 4s will report the actual executed sales within two business days of each execution date.

The Material Adverse Information Representation

This is the most legally significant element of Form 144 that compliance guides routinely underemphasize.

The Form 144 signature block requires the filer to represent: "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."

The form then adds: "ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)."

For insiders filing under a 10b5-1 plan, this representation is made as of the plan adoption date, not the filing date. That alignment is intentional: the affirmative defense structure of Rule 10b5-1 requires that the plan be adopted when the insider was not aware of material non-public information. The Form 144 representation mirrors that standard.

Form 4 carries no equivalent representation. This is another dimension of the statutory difference: Form 144 is a certification; Form 4 is a report.

The Brill Petition: Should These Forms Be Merged?

No competitor article addresses this, but it is the most rigorous public analysis of why Form 144 and Form 4 exist separately.

In December 2013, Jesse M. Brill, founder of CompanySecurities.com and a recognized Section 16 compliance expert, filed a formal petition with the SEC requesting that Form 144 be combined into Form 4. His argument was straightforward:

• Approximately 32,000 Forms 144 were filed in 2010 alone.
• At an estimated $450 per filing in brokerage compliance costs, the annual burden was at least $14 million, potentially $28 million when postage, SEC processing, and storage costs were included.
• Because Form 4 must be filed within two business days of the completed sale, the "proposed" sale was typically already reported as an actual sale on Form 4 before the paper Form 144 became publicly available. The Form 144 was arriving after the fact.

Brill wrote: "In an era where investors expect all filings made with the SEC to be available electronically on EDGAR, the time has come for the last SEC form still allowed to be filed in paper to be filed via EDGAR, and, at the same time, combined with Form 4 to achieve substantial savings."

The SEC has not acted on the merger petition as of October 2026. The 2022 mandatory EDGAR filing rule addressed part of the transparency gap Brill identified, but the forms remain separate. The SEC's 2021 proposed amendments (Release Nos. 33-10911; 34-90773) proposed aligning Form 144's deadline with Form 4's two-business-day standard, but that deadline alignment has not been fully implemented.

For compliance teams, the practical implication is that two separate filing workflows, two separate EDGAR submissions, and two separate deadline clocks remain the operational reality.

FAQ

Who is required to file a Form 144? Any affiliate of the issuer (officer, director, 10%+ shareholder, household family members, or controlled entities) who proposes to sell securities under Rule 144 in excess of 5,000 shares or $50,000 in aggregate value in any rolling three-month period. Non-affiliates who hold only restricted securities and have satisfied the applicable holding period generally do not need to file Form 144.

What is Form 4 used for? Form 4 reports a completed change in beneficial ownership by a Section 16 insider: a purchase, sale, gift, option grant, option exercise, or conversion. It is the post-trade record, not a notice of intent.

When must Form 4 be filed? Within two business days of the transaction date. The clock starts on the date of the trade, not the settlement date.

What triggers a Form 4 filing? Any reportable change in beneficial ownership by a Section 16 insider, including open-market purchases and sales, option grants, RSU vestings, gifts, and conversions. There is no minimum dollar or share threshold for Form 4, unlike Form 144.

Can Form 144 and Form 4 be filed on the same day? Yes, but only in unusual circumstances. Form 144 is filed at or before order placement; Form 4 is filed after execution. For a same-day execution of a sell order, both could theoretically be filed the same day, but the Form 144 must be filed first or concurrently.

What happens if a Form 144's 90-day window lapses without a sale? The Form 144 lapses and remains on EDGAR. The insider must file a new Form 144 before any subsequent sale above the threshold. The lapsed filing does not need to be amended or withdrawn, but compliance teams should document the reason for non-execution and coordinate the re-filing with the company's next open trading window.

Is Form 144 still filed on paper? Not for affiliates of reporting issuers. Mandatory EDGAR electronic filing took effect in 2022. A paper carve-out remains only for affiliates of non-reporting issuers.