The Rule 144 affiliate definition

What the rule says

Rule 144(a)(1) defines the term in a single sentence: an affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. Regulation D uses nearly identical wording in 17 CFR 230.501(b) for its own purposes. Both are relationship tests built on the word “control”; neither paragraph turns on a fixed ownership percentage. The Securities Act rules define “control” separately (see 17 CFR 230.405), which this page does not reproduce, so a facts-and-circumstances assessment is normal.

Typical affiliates include directors and executive officers, and shareholders with a large block or special governance rights. A person can be an affiliate through intermediaries, for example by controlling a holding company that controls the issuer, or by being under common control with it as a sister company.

Why status matters: two paths

Paragraph (b) splits sellers into two groups. Non-affiliates are those who are not an affiliate at the time of the sale and have not been an affiliate during the preceding three months. For a reporting issuer they must meet the current public information condition in (c)(1) and the holding period in (d) for restricted securities, but after one year from the later of the acquisition date from the issuer or an affiliate, the (c)(1) requirement falls away. For a non-reporting issuer only the holding period in (d) applies. In both cases the volume limit, manner of sale and Form 144 conditions in (e), (f) and (h) are not listed among the non-affiliate conditions in paragraph (b)(1).

Affiliates, plus “any person who was an affiliate at any time during the 90 days immediately before the sale,” and anyone selling for the account of such a person, must satisfy all the conditions of the section. The lookbacks differ: three months for the non-affiliate path, 90 days for the affiliate path. A former officer therefore needs to count carefully from the date the relationship ended.

Treated as one person (144(a)(2))

When the seller is an individual, Rule 144 treats certain related holders as the same “person”: any relative or spouse, or relative of the spouse, sharing the same home; any trust or estate in which the person and those relatives together own 10 percent or more of the beneficial interest, or in which any of them serve as trustee, executor or in a similar capacity; and any corporation or other organization (other than the issuer) in which they collectively beneficially own 10 percent or more of any class of equity or of the equity interest. Their sales and holdings are considered together, for example in the volume calculation.

Sales on behalf of an affiliate

Paragraph (b)(2) reaches beyond the affiliate itself. A person who sells restricted or any other securities for the account of an affiliate, or of someone who was an affiliate in the last 90 days, is on the affiliate path. That includes pledgees and others who sell on the affiliate’s behalf. The preliminary note adds that Rule 144 is not available for a transaction that is in technical compliance but part of a plan or scheme to evade the registration requirements.

Worked examples

Suppose a shareholder is found not to be an affiliate and has not been one for three months. Restricted shares of a reporting issuer then need only the holding period and, until one year has passed, current public information. Whether that person is in fact not an affiliate is the control question the rule leaves to the facts. A director who resigned two months ago has not yet gone three months without being an affiliate, so the non-affiliate path is unavailable; for sales within 90 days of the resignation the affiliate conditions, including the volume limit and Form 144 above the thresholds, apply. A founder who sells shares through a family trust (which the founder settled) is aggregated with the trust for volume. The tool above maps the answers to the conditions that apply.

Limits of this page

Whether a particular person controls an issuer is a fact question that this page cannot decide. It reproduces the definitions and the consequences of status in Rule 144 as published in the eCFR and does not cover SEC staff interpretations, Section 16, or Schedule 13D and 13G reporting. Ask the issuer’s counsel or your broker’s legal desk to confirm status before selling.

Related Rule 144 and Regulation D topics

More from the same rules: The Rule 144 holding period for restricted stock, The Rule 144 volume limitation.

Sources

• 17 CFR 230.144, Persons deemed not to be engaged in a distribution and therefore not underwriters, eCFR current text (issue date October 29, 2026). Read November 2, 2026.
• 17 CFR 230.501, Definitions and terms used in Regulation D, eCFR current text (issue date October 29, 2026). Read November 2, 2026.

Edition read: eCFR 17 CFR Part 230, current text, issue date October 29, 2026 (read November 2, 2026). Rules are amended from time to time; check the current eCFR text and the SEC’s guidance before relying on any figure. This page quotes and summarizes the rule text and does not replace it.