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Form 144: notice of a proposed sale

What Rule 144 allows, when an insider has to file Form 144, and how to read one, with a real filing from an NVIDIA director.

What Rule 144 is for

Shares sold to the public have to be registered with the SEC. Rule 144 is the main exemption that lets two groups sell without a new registration:

• Holders of restricted securities: shares bought in a private deal or received before an IPO. At a company that has filed reports with the SEC for at least 90 days, a minimum of six months must pass between buying them and reselling them.
• Affiliates: directors, executive officers and large holders who can influence the company. Their shares are “control securities” even when they were bought on the open market.

Affiliates also face a volume limit. In any three months they can sell no more than the greater of one percent of the shares outstanding or the average weekly trading volume over the four calendar weeks before the notice.

When the form is filed

The notice is due when the sale planned for any three-month period exceeds 5,000 shares or $50,000, and it's sent concurrently with placing the sell order with a broker. That makes Form 144 one of the earliest public signs of an insider sale. The sale itself is reported afterwards on Form 4, within two business days. A Form 144 covers a proposed sale, so not every one is followed by a trade of the full amount.

An example: an Nvidia director

On Sep 2, 2026, a Form 144 was filed for Mark A. Stevens, an NVIDIA director, covering the proposed sale of 5,000,000 shares with an aggregate market value of $1,087,200,000 on Nasdaq. The form lists 24,100,000,000 shares outstanding, so the proposed sale was about 0.02% of the company, far below the one percent volume test of 241,000,000 shares. A remark on the form says the shares were to be sold by a trust and a foundation connected to him.

The form also has to list sales in the previous three months. This one shows four, on Jun 4, Jun 18, Aug 31 and Sep 1, 2026, totaling 2,033,501 shares.

Reading a Form 144

• Relationship to issuer: director, officer or 10% holder.
• Number of shares and aggregate market value: the planned sale, valued at a recent price.
• Approximate date of sale and broker: who is handling it and when.
• How the shares were acquired: grant, option exercise, private placement or purchase, with dates.
• Sales in the past three months: needed to apply the volume limit.

Sales under a pre-arranged 10b5-1 trading plan still use Form 144 when the thresholds are met.

More in Learn and Tools · Methodology & Disclosures explains where every number comes from.