SEC Filings/Ownership & insiders
Form 4 vs Form 144: Planned Insider Sale or Completed Trade
Form 144 is a notice of a proposed sale under Rule 144; Form 4 reports a completed insider trade within two business days. Who files each, when and why.
The short version
| Form 144 | Form 4 | |
|---|---|---|
| What it says | "I intend to sell up to this many shares" | "I bought, sold or otherwise changed my holdings" |
| Law behind it | Securities Act of 1933, Rule 144(h) | Securities Exchange Act of 1934, Section 16(a) |
| Who files | Affiliates selling restricted or control securities under Rule 144 | Directors, officers and holders of more than 10% of a registered class |
| Trigger | A planned sale above 5,000 shares or $50,000 in three months | Almost any change in holdings: sales, purchases, grants, exercises, gifts |
| Timing | When the sell order is placed with a broker | Before the end of the second business day after the trade |
| Covers purchases? | No | Yes |
| Proves a trade happened? | No | Yes |
Form 144 is a notice of a proposed sale. Form 4 is a report of a completed transaction. Many insider sales produce both: the Form 144 when the order goes in, then the Form 4 confirming what was actually sold, at what prices, and what the insider holds afterwards.
The two rules have different purposes. Rule 144 decides whether an affiliate can resell stock without registering the sale. Section 16 makes company insiders disclose their trading. The two groups of filers overlap, but they are not the same.
Who files which
Most people who file a Form 144 are also Section 16 insiders, but the overlap is not complete:
| Person | Form 144 when selling above the threshold? | Form 4? |
|---|---|---|
| Executive officer or director | Yes, if selling under Rule 144 | Yes |
| Holder of more than 10% who is an affiliate | Yes, if selling under Rule 144 | Yes |
| Affiliate holding 10% or less who is not a director or officer | Yes, if selling under Rule 144 | No, unless also a director, officer or 10% holder |
| Non-affiliate holding restricted stock past its holding period | No | No |
Rule 144(a)(1) defines an affiliate as a person that directly or indirectly controls, is controlled by, or is under common control with the issuer. Rule 16a-1(f) defines an officer for Section 16 by function: president, principal financial and accounting officers, vice-presidents in charge of a principal business unit, and anyone else performing a policy-making function.
A Form 4 is also filed for things a Form 144 never covers: open-market purchases, stock awards, option exercises, tax withholding and gifts. A Form 144 exists only for sales.
The timing of each
Form 144. Rule 144(h) requires the notice when the amount to be sold in any three-month period exceeds 5,000 shares or $50,000 in aggregate sale price. The notice is transmitted for filing at the same time as the sell order is placed with a broker, or the sale is executed directly with a market maker. The filer must have a bona fide intention to sell within a reasonable time after filing. For an issuer that has been an SEC reporting company for at least 90 days, it is filed electronically on EDGAR.
Form 4. Rule 16a-3(g) requires it before the end of the second business day after the day the transaction was executed. A Monday trade is due by Wednesday. For a trade under a Rule 10b5-1 plan where the insider did not pick the date, the deemed execution date is when the broker notified the insider, capped at the third business day after the trade.
So the usual order is: Form 144 at or before the sale, Form 4 up to two business days after it. Filing timestamps explains how to read the EDGAR acceptance time on each.
A real pair: one sale, two filings
NVIDIA (NVDA), September 2026. The company's executive vice president and general counsel filed both forms for the same sale:
| Form 144 (accepted Mon, Sept 21, 2026) | Form 4 (accepted Wed, Sept 23, 2026) | |
|---|---|---|
| Shares | 30,460 to be sold | 30,460 sold, in three lines |
| Price | Aggregate market value $6,786,532 | Weighted averages $222.1932, $223.0489 and $223.7479 |
| Date | Approximate sale date 09/21/2026 | Transaction date 2026-09-21, code S |
| Source of shares | PSU / RSU, acquired 09/16/2026 from the company as equity compensation | Held by a family trust, footnoted |
| Prior sales | 30,000 shares sold 08/31/2026 | Not reported on this form |
| 10b5-1 plan | Adopted 05/22/2026 | Checkbox ticked; footnote gives May 22, 2026 |
| Holdings after | Not reported | 2,687,660 shares by trust, plus 268,238 direct |
Each form contains something the other does not. The Form 144 says where the shares came from (vested performance and restricted stock units) and lists the earlier August sale. The Form 4 says what was actually sold and what the insider still owns. Its transaction code S, and the codes on other insider filings, are explained in Form 4 transaction codes.
When the two do not match
A Form 144 sets a ceiling and a plan, not a result. Gaps between the two are normal:
- Fewer shares sold. The seller sells part of the noticed amount, or none, for example because a limit price was not reached.
- One Form 144, several Form 4s. A notice can cover sales spread over days. Each trade still has its own two-business-day Form 4 deadline.
- A Form 144 with no Form 4. The seller is an affiliate but not a Section 16 insider. Later confirmation may come from a Schedule 13D or 13G amendment or the next proxy statement.
- A Form 4 sale with no Form 144. The sale was at or below 5,000 shares and $50,000 in three months, was not made in reliance on Rule 144 (for example, registered shares sold under a resale prospectus), or the notice was filed on paper before electronic filing applied.
In small caps, a Form 144 from a large holder can mean restricted shares from an earlier financing are about to become tradeable supply, often after a lockup ends. Those shares are already in shares outstanding, so they are not new dilution, but they can change the non-affiliate float and how many shares are in sellers' hands. Form 144 explained covers holding periods and the Rule 144 volume limit.
How to check a company on Signal8
- The insider trades page shows Form 4 activity across the market, and the insiders guide explains the page.
- Insider trading statistics gives yearly figures from Form 4 filings, including how many were filed after the two-business-day deadline.
- The live SEC filings feed shows Form 144 notices as EDGAR accepts them.
- A company's filings tab, for example NVDA's filings, lists both forms for that issuer.
- For a comparison of two free places to read Form 4 data, see Signal8 vs OpenInsider.
The rule texts are on eCFR: Rule 144 and Rule 16a-3.
FAQ
Which is filed first, Form 144 or Form 4?
Usually the Form 144. It is transmitted at the time the sell order is placed with a broker, so it often appears on EDGAR on the day of the sale or shortly before it. The Form 4 reports the executed trade and is due before the end of the second business day afterwards. A Form 144 that is never followed by a Form 4 can mean the shares were not sold, or that the seller is not a Section 16 insider.
Does every Form 144 have a matching Form 4?
No. Only directors, officers and holders of more than 10% of a registered class file Form 4. An affiliate who controls the company without holding one of those positions files Form 144 for a large sale but no Form 4. And when a Section 16 insider files a Form 144 but sells nothing, there is no transaction for a Form 4 to report.
Why can the share counts on Form 144 and Form 4 differ?
The Form 144 states the maximum the seller intends to sell, while the Form 4 states what was actually sold. The seller may sell only part of the amount, spread it over several days and Form 4s, or cancel the sale. A Form 4 can also include lines the Form 144 never covers, such as an option exercise or a tax withholding on the same day.
Do insiders file Form 144 when they buy shares?
No. Form 144 is only for proposed sales under Rule 144. Purchases by directors, officers and 10% holders are reported on Form 4 with transaction code P, within the same two-business-day deadline as sales. A purchase can later matter for Rule 144 when those shares are sold, because shares an affiliate holds are control securities whatever their source.
Sources
- SEC accession 0001921094-26-001040 Form 144 for NVIDIA common stock, filed 2026-09-21, Timothy S. Teter (officer): 30,460 shares, approximate sale date 09/21/2026, Rule 10b5-1 plan adopted 05/22/2026
- SEC accession 0001696841-26-000014 NVIDIA Form 4, filed 2026-09-23, Timothy S. Teter: three code S sales on 2026-09-21 totalling 30,460 shares, by trust, under a 10b5-1 plan adopted May 22, 2026
Terms in this guide
- Form 4
- Form 4 is the SEC filing that officers, directors and holders of more than 10% must make within two business days to report a change in their holdings of the company's securities.
- Rule 144
- Rule 144 is the SEC safe harbor that lets holders publicly resell restricted or control securities without registration once conditions such as a holding period are met.
- Lockup agreement
- A lockup agreement is a promise by insiders or investors not to sell or transfer their shares for a set period, commonly 90 to 180 days after an IPO or an offering.
- Non-affiliate float
- Non-affiliate float is the shares, or their market value, held by anyone who is not an affiliate of the company; it is the SEC's float measure and includes restricted shares held by non-affiliates.
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