The Rule 144 volume limitation

What the rule says

Rule 144 is the Securities Act safe harbor that lets certain holders resell restricted securities, and lets affiliates resell any securities, without registration. Paragraph (e) is the volume limitation. It applies to securities sold “for the account of an affiliate of the issuer,” and the text is explicit that it applies “regardless of whether those securities are restricted.” An officer or director who bought shares on the open market is therefore still subject to it. A person who is not an affiliate and has not been one for the previous three months is not subject to the volume limit.

The test looks back and forward at once. The new sale plus “all sales of securities of the same class sold for the account of such person within the preceding three months” may not exceed the limit. The result is a rolling cap rather than a quarterly allowance.

The three measures

The limit is the greatest of the following, per paragraphs (e)(1)(i) to (iii):

• 1% of the class. One percent of the shares or other units of the class outstanding “as shown by the most recent report or statement published by the issuer.” Use the cover page or balance sheet count in the latest periodic report, not a live share count from a data vendor.
• Average weekly volume. The average weekly reported volume of trading on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of the Form 144 notice. If no notice is required, the four weeks are measured back from the date the broker receives the order, or from execution directly with a market maker.
• Plan-reported volume. The average weekly volume reported under an effective transaction reporting plan or national market system plan (as defined in 17 CFR 242.600) during the same four-week period.

Because the rule says “greatest of,” a thinly traded company is usually governed by the 1% prong, and a heavily traded one by the volume prongs. There is no minimum floor; for a company with very few outstanding shares and little trading, the cap can be small.

Debt securities

Paragraph (e)(2) gives debt securities a different ceiling. The amount sold, together with all sales of the same tranche in the preceding three months, may not exceed the greater of the (e)(1) limit or ten percent of the principal amount of the tranche attributable to the securities sold. For non-participatory preferred stock the measure is the class rather than the tranche.

Who is aggregated with you

Paragraph (e)(3) prevents splitting a position to evade the cap. Convertible securities are counted as the class they convert into when both are sold. Sales by a pledgee or a purchaser of pledged securities during any three-month period within six months after a default (one year if the issuer is not a reporting company), and sales by the pledgor in that period, share one limit. The same pairing applies to a donee and donor within six months of a gift, and to a trust and its settlor within six months of the trust’s acquisition. For an estate and its beneficiaries the limit is shared, but “no limitation on amount shall apply” if the estate or beneficiary is not an affiliate. When two or more affiliates or other persons “agree to act in concert for the purpose of selling securities of an issuer,” all sales of that class by all of them over three months are aggregated. Rule 144(a)(2) also treats certain relatives sharing a home, trusts and estates in which the person owns 10 percent or more of the beneficial interest, and entities in which the person owns 10 percent or more of the equity as the same “person.”

Sales that are not counted

Under (e)(3)(vii), four kinds of sales are left out of the count: securities sold under an effective registration statement, under Regulation A, in a transaction exempt under section 4 of the Securities Act that does not involve a public offering, and offshore under Regulation S. These carve-outs reduce what counts against the cap but do not change the cap itself.

Worked example

An officer is an affiliate of a reporting issuer with 10,000,000 shares of the class outstanding per its latest 10-Q. The average weekly volume over the last four calendar weeks was 150,000 shares. One percent of the class is 100,000 shares; average weekly volume is 150,000. The greatest is 150,000, so volume governs. If the officer sold 40,000 shares of the class in the preceding three months, the officer can sell up to 110,000 more now. In a quiet month where average weekly volume was 60,000, the 1% prong (100,000) would govern instead and the remaining allowance would be 60,000. The calculator above runs this arithmetic; it rounds each measure down to whole shares.

Limits of this page

This page covers paragraph (e) only. A volume-compliant sale must also satisfy the other Rule 144 conditions that apply to the holder, including current public information, the holding period for restricted securities, manner of sale and the Form 144 filing. It does not address how to count volume on a particular day, the SEC staff’s interpretations, or state law. Consult a securities lawyer or the selling broker’s compliance desk before selling.

Related Rule 144 and Regulation D topics

More from the same rules: The Rule 144 Form 144 filing threshold, 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.