What the notice is for
Rule 144 under the Securities Act of 1933 is the safe harbour that lets affiliates, meaning officers, directors and large holders, and holders of unregistered shares resell them to the public without registering the sale. One of its conditions is notice: when the sale over any three-month period exceeds 5,000 shares or $50,000 in aggregate sale price, the seller files a Form 144 at the same time as the sell order is placed with a broker. The seller must have a bona fide intention to sell within a reasonable time, and the notice is valid for 90 days.
Paper filing was allowed until 2023, and most paper notices were never visible online. Since April 13, 2023 the SEC requires Form 144 to be filed electronically on EDGAR, so every notice is public within minutes, with the seller named.
What it tells you
The notice names the seller and their relationship to the company, the broker, the number of shares to be sold, their aggregate market value, the number of shares outstanding, the approximate date of sale and the exchange. It also lists the seller’s sales of the same class in the past three months and how the shares were acquired, for example an option exercise or a grant. Because the Form 4 reporting the sale usually follows within days, the Form 144 is the earliest public sign of an insider sale.
A Form 144 is an intention, not a transaction. A seller may sell fewer shares than noticed, or none. InsiderTell stores every notice, shows it on the company and insider pages and does not score it; the eventual sale is scored when its Form 4 arrives.
Questions
When is a Form 144 required?
When an affiliate intends to sell restricted or control securities and the amount sold in any three-month period exceeds either 5,000 shares or $50,000 in aggregate sale price. Sales under both thresholds need no notice.
Does a Form 144 mean the shares have been sold?
No. It is a notice of a proposed sale, filed when the order is placed with the broker. The sale, if it happens, is reported afterwards on a Form 4 within two business days, and the seller may sell less than noticed or not at all.
How long is a Form 144 valid?
For 90 days. If the sale is not completed in that time and the seller still intends to sell, a new notice is required.