A notice of the proposed sale of restricted or control securities.
Definition
Form 144 is a notice of a proposed sale of restricted securities or securities held by an affiliate in reliance on Rule 144 when the applicable filing thresholds are exceeded. The notice describes the securities, proposed sale date, broker or market maker, aggregate market value, and certain prior sales.
Form 144 is a notice of a proposed Rule 144 sale, not proof that a sale occurred. Its highest-value use is reconciliation: compare the proposal with later Form 4 transactions, amendments, and ownership changes.
Related Form 4 codes
What the Notice Contains
The form identifies the issuer, person for whose account the securities are to be sold, relationship to the issuer, security title, number of shares, aggregate market value, approximate sale date, exchange, and broker or market maker. It also reports how the securities were acquired and certain sales during the preceding three months.
Rule 144 filing thresholds commonly summarized as more than 5,000 shares or more than $50,000 in a three-month period are conditions for the notice, not evidence that every noticed share will be sold.
Proposed vs Completed
The notice is transmitted when the person places the order with a broker or executes directly with a market maker. Market conditions, order limits, amendments, or withdrawal can cause actual executions to differ from the proposal.
A robust pipeline links filer CIK, issuer CIK, security, approximate sale date, proposed quantity, plan adoption date where disclosed, and subsequent Form 4 accessions. Unmatched notices should remain labeled proposed.
Common Analytical Errors
Error 1: treating Form 144 as a completed sale. It is a notice of proposed sale.
Error 2: assuming a long lead time. Filing can coincide with order placement.
Error 3: calling every notice massive. The form has filing thresholds, but amounts vary widely.
Error 4: matching only by name. Use CIKs, security, date, quantity, and accession lineage.
Form 144 Reconciliation
| Field | Meaning | Cross-Check |
|---|---|---|
| Approximate sale date | Expected timing | Compare with Form 4 transaction date, not only filing date. |
| Securities to be sold | Proposed maximum | Do not convert automatically into completed sale volume. |
| Prior three-month sales | Recent Rule 144 context | Check for overlapping notices and already reported dispositions. |
| 10b5-1 adoption date | Plan context when supplied | Preserve separately from the later Form 4 transaction code. |
Primary Sources & Filing References
- SEC Form 144
Primary form and instructions for proposed sales under Rule 144.
- SEC: Rule 144 — Selling Restricted and Control Securities
Official explanation of restricted securities, control securities, conditions, and Form 144 notice requirements.
Why it matters for Whale Tracking
Form 144 provides proposed-sale context that can precede or accompany a reported disposition. It is best used as a reconciliation source: compare reporting person, security, quantity, proposed date, Rule 10b5-1 disclosure where present, and subsequent Form 4 records.
Technical Nuance
A Form 144 does not prove that the proposed sale was completed, and filing can occur concurrently with placing an order or executing directly with a market maker. Electronic EDGAR availability improves the audit trail, but completion must be checked against later ownership filings and other evidence.
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Real-World Example
"A proposed sale of 100,000 control shares may appear on Form 144, but the analytical conclusion remains 'proposed' until later records support that some or all of the shares were sold."
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