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Form 4 vs Form 144

Form 4 is a post-transaction disclosure. Form 144 is a pre-transaction notice of intent to sell restricted or control securities. Both can apply to the same trade, but they serve completely different purposes.

The short answer

Form 4 and Form 144 are both about insider securities transactions, but they operate on opposite sides of the trade:

  • Form 4 looks backward. It is filed within two business days after an insider completes a transaction in their company's securities.
  • Form 144 looks forward. It is filed at or before the time an insider or affiliate places an order to sell restricted or control securities.

The same sale can trigger both. A corporate officer who sells 50,000 shares of restricted stock files a Form 144 when placing the sell order and then files a Form 4 within two business days of the trade settling.

What is Form 144

Form 144 is a notice of proposed sale of securities under Rule 144. Rule 144 is the SEC safe harbor that allows insiders and holders of restricted securities to sell those securities without a full registration statement, subject to volume limits, holding period requirements, and other conditions.

The form itself is short. It contains:

  • The seller's name and title.
  • The name of the company and class of security.
  • The number of shares intended to be sold and the approximate sale date.
  • The seller's total holdings and recent sales.
  • A certification that the seller has no reason to believe the company is not current in its Exchange Act filings.

Form 144 is filed with the SEC and, if the stock is listed on a national exchange, also submitted to that exchange. The SEC does not approve or reject the form; it's a notice, not a request for permission.

When Form 144 is required

Rule 144 applies to two categories of securities:

Restricted securities are shares acquired in a private transaction, not through a public offering. Shares received as compensation (RSUs, options exercised outside of a registered plan), shares bought in a PIPE transaction, and founder shares issued at formation are all typically restricted. Before these can be sold publicly, the seller must either register them or comply with Rule 144.

Control securities are shares held by an affiliate of the company, meaning any officer, director, or 10% shareholder. Even if the affiliate bought their shares on the open market (not restricted securities), they are still subject to Rule 144 and Form 144 requirements when selling.

The conditions for Rule 144 safe harbor include:

  • Current public information: The company must be current in its SEC filings.
  • Holding period: Restricted securities must be held for at least six months (one year for non-reporting companies).
  • Volume limits: Sales in any three-month period cannot exceed the greater of 1% of outstanding shares or the average weekly trading volume over the prior four weeks.
  • Manner of sale: Sales must be through broker transactions, directly to market makers, or in riskless principal transactions.
  • Broker involvement: A broker must handle the transaction.

When Form 4 is required

Form 4 applies when anyone who is a Section 16 insider (officer, director, or 10% shareholder) transacts in the company's equity. The form covers all transactions: open-market purchases and sales, option exercises, RSU vesting, gifts, and everything else. Unlike Form 144, Form 4 has no connection to restricted vs. unrestricted stock. An officer selling freely tradeable shares they bought on the open market still files Form 4.

The two-business-day deadline for Form 4 is strict and measured from the transaction date, not the settlement date.

How the same trade triggers both forms

Consider a CFO who received 100,000 RSUs as part of their compensation three years ago. Those shares are now fully vested and restricted. The CFO decides to sell 20,000 shares.

Form 144 is required because the CFO is selling restricted securities (received as compensation) and is an affiliate. The form is filed when the sell order is placed.

Form 4 is required because the CFO is a Section 16 insider. The form is filed within two business days of the transaction date.

The same trade, two filings, different purposes. The Form 144 satisfies Rule 144 safe harbor requirements. The Form 4 satisfies Section 16 reporting requirements.

Key differences at a glance

| | Form 4 | Form 144 | |---|---|---| | Timing | After transaction (within 2 business days) | At or before placing the sell order | | Applies to | All Section 16 insiders | Affiliates selling restricted or control securities | | Purpose | Report completed transaction | Notice of intent; establish Rule 144 safe harbor | | Content | Transaction details, price, post-trade ownership | Proposed sale size, recent sales, affiliation | | Both required? | Yes, when the seller is a Section 16 insider AND selling restricted/control securities | |

Why Form 144 gets less attention

Form 144 is a forward-looking notice, which means it can be withdrawn or the sale might not happen. Insiders who file a Form 144 sometimes don't sell any shares, or sell fewer than the stated maximum. This makes it a weaker signal than Form 4, which confirms a completed trade.

That said, Form 144 data has some use. A cluster of Form 144 filings from multiple officers at the same company, all filed within a short window, sometimes precedes actual sales and can be an early warning indicator.

How to get both Form 4 and Form 144 data programmatically

Both forms are on EDGAR. EdgarKit surfaces them under separate form types.

# Recent Form 144 filings for a specific ticker
curl "https://api.edgarkit.com/v1/filings?form_type=144&ticker=NFLX" \
  -H "Authorization: Bearer YOUR_API_KEY"

For Form 4 data, use form_type=4. Cross-referencing Form 144 and Form 4 filings for the same issuer and insider lets you confirm whether a declared intention to sell actually resulted in a completed transaction.

FAQ

Does every insider sale require a Form 144?

No. Form 144 is required only when the shares being sold are restricted securities or when the seller is an affiliate selling any shares. An officer selling shares acquired on the open market through a brokerage account (freely tradeable, non-restricted) does not need to file Form 144 for that sale, but still files Form 4.

Can you tell from Form 4 alone whether restricted stock was sold?

Often yes, via context. RSU vesting and option exercises (codes M and F) involve restricted securities. Shares acquired through the open market (code P on prior Form 4) are typically freely tradeable. The Form 4 itself does not have a "restricted/unrestricted" checkbox, but the transaction history usually makes it clear.

How long is a Form 144 valid?

Rule 144 allows sales within 90 days of the Form 144 filing date. If the insider hasn't completed the intended sale within 90 days, they must file a new Form 144 to continue.

Does Rule 144 apply after a lockup expiration?

Yes. IPO lockup agreements typically prevent insiders from selling for 90 to 180 days after the IPO. After lockup expiration, insiders wanting to sell restricted or control securities must comply with Rule 144, including filing Form 144. The lockup expiration date and Rule 144 requirements are both constraints that affect post-IPO insider sales.

Is a Form 144 a good predictor of actual insider selling?

Partially. Studies show that Form 144 filings are followed by actual sales in roughly 50-70% of cases, though the timing and size of the actual sale often differ from the notice. Form 4 remains the definitive record of what actually happened.