Form 144: the early warning of a sale
Before an executive sells restricted or control shares, they usually have to file a Form 144. It often shows up days before the Form 4 that reports the sale, which makes it the earliest public sign that an insider is selling.
The InsiderBeacon team ยท October 23, 2026
In short: a Form 144 is a notice of a proposed sale by an affiliate (an officer, director or large holder). It's required when the sale exceeds 5,000 shares or $50,000 in a three-month period, filed when the sell order is placed. It says what they plan to sell; the Form 4 confirms what they sold.
What it is and who files it
SEC Rule 144 lets holders of restricted stock (shares not registered for public sale, such as those received in a private placement) and "control securities" (shares held by affiliates, people who can influence the company) sell into the public market, subject to conditions. One condition: an affiliate who plans to sell more than 5,000 shares or more than $50,000 worth in any three-month period must file a Form 144 notice. It's transmitted for filing when the sell order is placed with the broker, so it usually reaches EDGAR on the day the selling starts.
Since April 13, 2023, Form 144 must be filed electronically on EDGAR, in structured form. Before that, most were filed on paper and few people saw them.
What's in it
- Who's selling and their relationship to the company (officer, director, 10% holder).
- How many shares, their approximate market value, and the shares outstanding (so you can see what share of the company it is).
- The approximate date of sale and the broker handling it.
- How the shares were acquired: restricted stock units, option exercises, a founder's original stock.
- Sales in the past three months by the same person.
- The 10b5-1 plan adoption date, if the sale is under a pre-arranged plan.
Form 144 vs Form 4
A Form 4 reports a trade that happened, within two business days. A Form 144 announces a sale that's about to happen. Because the 144 is filed when the order is placed and the Form 4 can follow up to two business days after the trade, the 144 is often the first public trace of an insider sale. The amount on a 144 is an intention: if the shares aren't all sold, the Form 4 will show less.
How much does a planned sale tell you?
Less than a purchase, usually. Executives receive much of their pay in stock and sell regularly, often under a 10b5-1 plan. Things that make a Form 144 more notable:
- No 10b5-1 plan named: the timing is the insider's own.
- A large share of their holdings, or of the company.
- Several insiders filing at once, outside a usual post-earnings window.
- A founder or CEO selling original shares rather than vested awards.
InsiderBeacon reads every Form 144 as it's filed. The app's Planned sales tab shows each one with its value, date and whether a plan is named; if you follow an insider, their planned sales come with their other alerts. The biggest of the week are on this week in insider buying.
Questions
When is a Form 144 required?
When an affiliate of a company plans to sell, under Rule 144, more than 5,000 shares or more than $50,000 worth in any three-month period. It's filed when the sell order is placed.
Does a Form 144 mean the insider sold?
Not yet: it's a notice of a proposed sale. The Form 4 that follows reports what was actually sold, and it can be less than the 144 said.
Where can I see Form 144 filings?
On EDGAR (form type 144), electronically since April 2023, or in InsiderBeacon's Planned sales tab with the value, sale date and plan for each one.
For information only, from public SEC and congressional filings. Not investment advice. Disclaimer