The Rule 144 current public information requirement

What the rule says

Paragraph (c) is the disclosure condition in Rule 144. The idea is that resales under the safe harbor happen into a market that has current information about the company. It deems the condition met only if one of two tests is satisfied.

Reporting issuers (c)(1). The issuer is, and has been for at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has (i) filed all required reports during the 12 months preceding the sale (or for such shorter period as it was required to file), other than Form 8-K reports, and (ii) submitted electronically every Interactive Data File required under 17 CFR 232.405 during the 12 months preceding the sale (or shorter period). Form 8-K is excluded, so a missed 8-K does not by itself defeat the condition.

Non-reporting issuers (c)(2). There must be publicly available the information specified in paragraphs (b)(5)(i)(A) to (N), inclusive, and (b)(5)(i)(P) of 17 CFR 240.15c2-11, or, for an insurance company, the information specified in section 12(g)(2)(G)(i) of the Exchange Act. The text of rule 15c2-11 is not reproduced in Rule 144, and this page does not summarize it.

What a seller can rely on

The Note to 230.144(c) lets a seller rely on a statement in the issuer’s most recent quarterly or annual report that it has filed all reports required in the preceding 12 months (other than Form 8-K), has been subject to the requirements for the past 90 days, and has submitted every required Interactive Data File, or on a written statement from the issuer that it has complied. Neither may be relied on “if the person knows or has reason to believe that the issuer has not complied.” In practice, this is why a transfer agent or broker asks for the issuer’s confirmation letter, and why a seller who knows of a late 10-K cannot lean on a stale cover-page check box.

Who has to meet it

Affiliates must meet all of Rule 144, which includes (c). Non-affiliates selling restricted securities of a reporting issuer must meet (c)(1) too, until one year has passed since the later of the date the securities were acquired from the issuer or an affiliate; after that the requirement does not apply to them (paragraph (b)(1)(i)). A non-affiliate holding restricted securities of a non-reporting issuer is governed by the holding period alone (paragraph (b)(1)(ii)), so (c)(2) comes into play mainly for affiliates of non-reporting issuers.

Common ways the condition fails

• The issuer went public less than 90 days ago: the 90-day clock is measured immediately before the sale.
• A periodic report (10-K or 10-Q) was not filed on time; the condition asks whether all required reports were filed during the 12 months preceding the sale, so a late or missing filing is a problem to resolve with counsel before selling.
• Interactive data (XBRL) exhibits are missing from a filing that required them.
• The issuer stopped being subject to Exchange Act reporting, which makes it a non-reporting issuer and moves the test to (c)(2).
• The issuer is a shell or former shell: paragraph (i) bars Rule 144 for such issuers except on the conditions stated there.

Worked examples

A company completed its IPO and became subject to reporting 120 days ago, has filed its 10-K and two 10-Qs on time, and included XBRL. The 90-day, 12-month and data conditions are met under (c)(1), so a seller can rely on the latest report’s statement. A company that registered 60 days ago does not meet the 90-day condition yet. A company that missed a 10-Q and filed it three months late has not filed all required reports in the 12 months preceding the sale until it does, and the seller must not rely on a statement the seller knows to be wrong. The checker above runs these tests on your answers.

Limits of this page

This page covers paragraph (c) as published. It does not decide whether a company is delinquent, whether a particular late filing counts, what rule 15c2-11 requires, or what a transfer agent will accept. The issuer’s counsel and your broker’s compliance desk make those calls. You can look up an issuer’s filings on EDGAR; see the SEC CIK number formatter for the identifier format EDGAR uses.

Related Rule 144 and Regulation D topics

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

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.

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.