The Rule 144 holding period for restricted stock

What the rule says

The holding period is paragraph (d) of Rule 144 and applies only to restricted securities. Restricted securities are defined in (a)(3): securities acquired directly or indirectly from the issuer or an affiliate in a transaction not involving a public offering; securities acquired from the issuer subject to the resale limits of 17 CFR 230.502(d) (Regulation D) or 230.701(c) (Rule 701); securities acquired under Rule 144A; securities from a Regulation CE transaction; equity of domestic issuers acquired under Regulation S Rule 901 or 903; certain rights and exchange offer securities; and securities acquired under section 4(5). Under Rule 502(d), securities bought in a Regulation D offering have the status of section 4(a)(2) securities and cannot be resold without registration or an exemption.

The general rule has two tiers. If the issuer is, and for at least 90 days before the sale has been, subject to section 13 or 15(d) reporting, the minimum is six months between the later of the date of acquisition from the issuer or an affiliate and any resale for the account of the acquirer or any later holder. If it is not, the minimum is one year.

When the clock starts

For a purchase, the holding period does not begin until the full purchase price or other consideration is paid. Paragraph (d)(2) says a promissory note or installment contract with the issuer or an affiliate is not full payment unless the note or contract provides for full recourse against the purchaser, is secured by collateral other than the securities purchased with a fair market value at least equal to the purchase price, and has been paid in full before the sale. A non-recourse note therefore leaves the clock unstarted.

Tacking: when you inherit an earlier start date

Paragraph (d)(3) lists when a holder is deemed to have acquired the securities at an earlier time:

• Stock dividends, splits, recapitalizations: acquired when the original securities were.
• Conversions and exchanges solely for other securities of the same issuer: acquired when the surrendered securities were, even if they did not provide for cashless conversion by their terms (subject to the note on paid amendments).
• Contingent issuance as part of the price of a business sold to the issuer: acquired at the time of that sale if the issuer was then committed, subject only to conditions other than further consideration.
• Pledged securities sold after default: generally acquired when the pledgor acquired them; if pledged without recourse, when the pledgee took them or the purchaser bought.
• Gifts from an affiliate: acquired when the donor acquired them. Trusts funded by an affiliate settlor, and estates of an affiliate decedent, take the earlier acquisition date, and no holding period is required if a non-affiliate estate or beneficiary sells.
• Rule 145(a) transactions: the holding period starts on the date the securities were acquired in that transaction, subject to exceptions. Holding company formations meeting the (d)(3)(ix) conditions carry over the predecessor’s date.
• Cashless exercise of options or warrants: acquired when the options or warrants were. A note adds that for employee stock options not bought for cash and carrying no investment risk, the new shares are deemed acquired when exercised, provided the full price has been paid at exercise.

After the holding period

Meeting the holding period is not the same as being free to sell. A non-affiliate of a reporting issuer must also meet current public information under (c)(1) until one year has passed since the later acquisition date (paragraph (b)(1)(i)), and a non-affiliate of a non-reporting issuer is done once the one-year period is met (b)(1)(ii). An affiliate must satisfy every condition: current public information, volume limit, manner of sale, and Form 144 where thresholds are exceeded. Paragraph (i) separately bars Rule 144 for securities of issuers with no or nominal operations and no or nominal non-cash assets, including former shell companies, unless the issuer has ceased to be one, is reporting and current, and one year has passed since it filed current Form 10 information.

Worked examples

An employee buys restricted shares from a reporting issuer for cash on March 1 and pays in full that day. The earliest date six months have elapsed is September 1. If the same shares came from a private company that is not a reporting company, one year is required, so March 1 of the following year. If the employee paid with a non-recourse note, the clock has not started; it starts when the note is discharged. If the employee later receives shares in a 2-for-1 split, the new shares inherit the original acquisition date. The calculator above shows the date six months or one year after the date you enter, clamped to the end of shorter months; confirm the exact counting with your broker or counsel.

Limits of this page

This page covers the holding-period paragraph and the definitions it depends on. It does not address SEC staff positions on counting days, legend removal at the transfer agent, or company insider-trading policy and blackout windows, which can restrict sales even when Rule 144 would permit them.

Related Rule 144 and Regulation D topics

More from the same rules: The Rule 144 affiliate definition, The Rule 144 current public information requirement.

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 230.502, General conditions to be met, 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.