The Rule 144 Form 144 filing threshold

What the rule says

Rule 144(h) is the notice requirement. It has two limbs, tested over “any period of three months”: more than 5,000 shares or other units, or an aggregate sale price above $50,000. Both words are “exceeds” and “in excess of,” so a sale of exactly 5,000 shares at exactly $10 a share ($50,000) does not trigger the filing, while 5,001 shares does, and so does $50,000.01.

The rule differs slightly by issuer type. For a reporting issuer (one that is, and has been for at least 90 days, subject to section 13 or 15(d) of the Securities Exchange Act of 1934), the notice “shall be filed electronically with the Commission.” For a non-reporting issuer, paragraph (h)(2) as published in the eCFR says three copies of the notice shall be filed with the Commission. The mechanics of filing are set by the Commission’s Form 144 instructions and EDGAR rules, which this page does not reproduce; check them before filing.

Who signs and when

Under (h)(3), the Form 144 is signed by the person for whose account the securities are to be sold and is transmitted for filing concurrently with either the placing with a broker of an order to execute a sale in reliance on Rule 144 or the execution directly with a market maker of such a sale. The person filing must have a bona fide intention to sell the securities within a reasonable time after filing. The rule adds that neither filing the notice nor the Commission’s failure to comment on it prevents the Commission from taking action it considers necessary or appropriate.

What gets counted

The threshold applies to the amount to be sold “in reliance upon this rule” during any three months, so sales under an effective registration statement or other exemptions are not Rule 144 sales and do not count toward it. Sales that are aggregated for the volume limit in paragraph (e)(3) (persons acting in concert, donors and donees, pledgors and pledgees, trusts and settlors) are aggregated for that purpose; confirm with counsel how those aggregation rules interact with the notice threshold for your facts, because paragraph (h) itself speaks of the amount to be sold during three months without restating them.

Notice that Form 144 is a separate question from whether a sale may proceed at all. Even a sale small enough to need no notice must still satisfy the other applicable Rule 144 conditions: current public information, the holding period for restricted securities, the volume limit for affiliates and the manner of sale. The notice is also relevant to the volume calculation, because the four-week trading volume period ends before the date the Form 144 is filed.

Brokers and the notice

A broker executing a Rule 144 sale is deemed aware of the facts and statements in the Form 144 notice (paragraph (g)(4)), and the rule’s notes say the broker should retain a copy for its own protection. That is one reason brokers often prepare or review the form with the client, and why the seller’s statements in it should be accurate.

Worked examples

Dollar limb. An affiliate plans to sell 4,000 shares at $15, for $60,000. The share count is below 5,000, but $60,000 is above $50,000, so Form 144 is required.

Share limb. A holder sells 6,000 shares at $4, for $24,000. The dollar amount is below $50,000, but 6,000 exceeds 5,000 shares, so the notice is required.

Rolling total. An officer sold 3,000 shares for $20,000 five weeks ago and plans to sell 2,500 shares for $25,000 now. Within three months the total is 5,500 shares and $45,000, so the share limb is exceeded and the notice is required even though the new sale alone is below both thresholds. The calculator above applies the same arithmetic.

Limits of this page

This page covers the threshold and timing in paragraph (h) of the rule as published. It does not cover the content of the form, EDGAR filing steps, the effective period of a filing, or state notice requirements. Those are in the SEC’s Form 144 instructions and filer guidance, which should be read before filing.

Related Rule 144 and Regulation D topics

More from the same rules: The Rule 144 volume limitation, Rule 144 manner of sale requirements.

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.