# SEC Form 144 Explained: Definition, Filing Rules, and Examples

## What Is SEC Form 144: Notice of Proposed Sale of Securities?

Form 144 is a notice for proposed stock sales filed with the U.S. [Securities and Exchange Commission (SEC)](https://www.investopedia.com/terms/s/sec.asp). It's mandatory when selling stock if the sale exceeds 5,000 shares or $50,000 in a three-month period, and must be filed electronically or in print by executive officers, directors, or affiliates.

Anyone who sells securities (restricted, unregistered, or control) in the United States has to follow [Rule 144](https://www.investopedia.com/terms/r/rule144.asp) of the Securities Act of 1933, which was created to protect investors after the 1929 stock market crash. Filers of Form 144 must demonstrate their genuine intention to execute the sale within a reasonable time, ensuring compliance with associated legal requirements.

### Key Takeaways

*   SEC Form 144 must be filed for stock sales exceeding 5,000 shares or $50,000 within a three-month period.  
*   Form 144 is used by insiders to propose the sale of restricted or control securities while ensuring investor protection.  
*   The Securities Act of 1933 requires meeting specific conditions, like holding periods and public disclosures, for sales under Rule 144.  
*   Form 144 can be filed electronically via the SEC's EDGAR system or in print, though electronic filing is optional.  
*   Lock-up agreements prevent insiders from selling shares for a set period post-IPO, helping stabilize stock prices.

## A Guide to SEC Form 144 Filing Requirements

Anyone selling restricted, unregistered, or control [securities](https://www.investopedia.com/terms/s/security.asp) in the United States must follow Rule 144 of the [Securities Act of 1933](https://www.investopedia.com/terms/s/securitiesact1933.asp), created to protect investors after the 1929 stock market crash. Selling these types of securities can often be complicated, so Rule 144 helps make the process a little easier. Under this rule, sellers can be [exempt](https://www.investopedia.com/terms/e/exemption.asp) from registering the sale of securities as long as they meet several conditions, which are noted below. Sellers can be anyone, including the issuer of a security, a broker-dealer, or even underwriters.

Because sales under Form 144 are closely tied to the company's interests, filers must register securities under Section 5 of the Securities Act. Rule 144 allows resale if conditions are met, but a transfer agent must remove the securities' legend before the sale. Still, all parties must obtain a [transfer agent](https://www.investopedia.com/terms/t/transferagent.asp) to remove the securities’ legend prior to sale.

SEC Form 144 is required when selling stock if the sale exceeds 5,000 [shares](https://www.investopedia.com/terms/s/shares.asp) or $50,000 in a three-month period. An entity 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. While the SEC does not require the form to be sent electronically to the SEC’s [EDGAR](https://www.investopedia.com/terms/e/edgar.asp) database, some filers choose to do so. Others may choose to do so in print form.

> **Important**
>
> You can file SEC Form 144 either in print or electronically.

Form 144 might also need a physical address, [IRS](https://www.investopedia.com/terms/i/irs.asp) number, payment details, and records of similar recent sales.

## Key Conditions for Selling Securities under Rule 144

To sell securities under Rule 144, certain conditions must be met:

*   Companies must meet certain holding or lock-up periods—six months for [public companies](https://www.investopedia.com/terms/p/publiccompany.asp) and one year for others. More on this below.
*   Companies must provide enough information to the public including a description of the business, [financial statements](https://www.investopedia.com/terms/f/financial-statements.asp), disclosures, and information about the company's officers and other key personnel.
*   Company affiliates cannot resell more than 1% of the total amount of [shares outstanding](https://www.investopedia.com/terms/o/outstandingshares.asp).
*   Trading conditions still apply as they would under normal circumstances.
*   As noted above, affiliated sellers must file a notice proposing the sale of securities. This is required if more than 5,000 shares will be sold or if the value of the sale is expected to be more than $50,000 during a three-month period.

### Lock-Up Agreements in IPOs

To stabilize stock prices initially, underwriters have executives and investors sign lock-up agreements during an initial public offering (IPO).

A lock-up agreement is a contract that prevents [insiders](https://www.investopedia.com/terms/i/insider.asp) from selling their stock for a specified period. Lock-up periods typically last 180 days but can occasionally last for as little as 120 days or as long as 365 days.

### Important SEC Forms Related to Stock Sales

Important SEC filing forms, besides Form 144, include:

*   S-1 and S-1/A—both of which are registration statements
*   10-K and 10-Q or annual and [quarterly reports](https://www.investopedia.com/ask/answers/122214/what-quarterly-report.asp)
*   [SEC Form 4](https://www.investopedia.com/terms/f/form4.asp): Statement of Changes in Beneficial Ownership of Securities
*   [SEC Form 12b-25](https://www.investopedia.com/terms/s/sec-form-12b-25.asp): Notification of Late Filing
*   [SEC Form 15](https://www.investopedia.com/terms/s/sec-form-15.asp): Certification and Notice of Termination of Registration

Keep in mind, this isn't an exhaustive list of related forms. A full list, along with descriptions and downloadable forms, can be found on the SEC's website.

## Real-World SEC Form 144 Example in Stock Sales

Examples of Form 144 can be found by looking up a company on EDGAR. On April 26, 2018, Lee Kirk, a director of Guaranty Bancshares, filed to sell 20,891 shares of company stock for an aggregate market value of $686,896.08 on the [Nasdaq](https://www.investopedia.com/terms/n/nasdaq.asp). The approximate date of the sale was set for the period between April 7, 2018, and June 12, 2018.

## The Bottom Line

Form 144 is filed with the SEC for the proposed sale of an insider's securities when the sale planned will exceed 5,000 shares or $50,000 within a three-month period. Executive officers, directors, and affiliates must adhere to holding periods and public disclosure obligations, ensuring transparency and regulatory compliance.

Electronic filing of Form 144 via the SEC's EDGAR system is optional, but it's a common method of submission to ensure timely and efficient processing.  

Other related SEC forms to be aware of for regulatory adherence and informed decision making include S-1 and S-1/A, 10-K and 10-Q reports, Form 4, Form 12b-25, and Form 15.

> **Article Sources**
>
> 1.  U.S. Securities and Exchange Commission. "[Rule 144: Selling Restricted and Control Securities](https://www.sec.gov/reportspubs/investor-publications/investorpubsrule144htm.html)."
>     
> 2.  U.S. Securities and Exchange Commission. "[SEC Proposes Amendments to Rule 144 and Form 144](https://www.sec.gov/news/press-release/2020-336)."
>     
> 3.  U.S. Securities and Exchange Commission. "[Forms List](https://www.sec.gov/forms)."
>     
> 4.  U.S. Securities and Exchange Commission. "[Form 144 Lee Kirk L](https://sec.report/Document/0001275804-18-000008/kirkleeform144-april2018.htm)."