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Rule 144 Holding Period

SEC Spring 2025 Regulatory Agenda

The SEC has published its semi-annual Spring 2025 regulatory agenda (“Agenda”) and plans for rulemaking.  The Agenda is published twice a year, and for several years I have blogged about each publication.  Although items on the Agenda can move from one category to the next, be dropped off altogether, or new items pop up in any of the categories (including the final rule stage), the Agenda provides valuable insight into the SEC’s plans and the influence that comments can make on the rulemaking process.

The Agenda is broken down by (i) Prerule Stage; (ii) Proposed Rule Stage; (iii) Final Rule Stage; and (iv) Long-term Actions.  The Prerule, Proposed and Final Rule Stages are intended to be completed within the next 12 months and Long-term Actions are anything beyond that.  In what is the shortest Agenda I have seen, the number of items to be completed in a 12-month time frame is 23, down from 30 on the Fall 2024 Agenda

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September 23, 2025

Rule 144 – A Deep Dive – Part 6 – Manner Of Sale & Form 144 Notice Filings

In this sixth and final installment of my series on Rule 144, I will continue discussing the various conditions for the use of the Rule covering manner of sale requirements and the filing of a Form 144 for affiliates.  In the first installment, I provided a high-level review of Rule 144 – see HERE ; in the second, I discussed definitions including the impactful “affiliate” definition – see HERE; in the third I reviewed the current public information requirements – see HERE;   in the fourth I covered holding periods – see HERE; and in the fifth I covered limitations on the amount of securities that can be sold – see HERE.

Conditions for Use of Rule 144

                General

Rule 144 provides certain conditions that must be met by selling affiliates and selling non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting company and whether the Issuer is

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September 16, 2025

Rule 144 – A Deep Dive – Part 5 – Limitations On Amount Of Securities Sold

In this fifth installment of my series on Rule 144, I will continue discussing the various conditions for the use of the Rule, covering limitations on the amount of securities that may be sold.  In the first installment, I provided a high-level review of Rule 144 – see HERE ; in the second, I discussed definitions including the impactful “affiliate” definition – see HERE; in the third I reviewed the current public information requirements – see HERE; and in the fourth I covered holding periods – see HERE.

Conditions for Use of Rule 144

                General

Rule 144 provides certain conditions that must be met by selling affiliates and selling non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting company and whether the Issuer is or ever has been a shell company.  The high-level Rule 144 requirements for non-affiliates include: (i) holding period; (ii) availability of current public information; and

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September 9, 2025

Rule 144 – A Deep Dive – Part 4 – Holding Period

In this fourth installment of my series on Rule 144, I will continue discussing the various conditions for the use of the Rule, including the meaty holding period requirements.  In the first installment, I provided a high-level review of Rule 144 – see HERE; in the second, I discussed definitions including the impactful “affiliate” definition – see HERE; and in the third I reviewed the current public information requirements – see HERE.

Conditions for Use of Rule 144

                General

Rule 144 provides certain conditions that must be met by selling affiliates and selling non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting company and whether the Issuer is or ever has been a shell company.  The high-level Rule 144 requirements for non-affiliates include: (i) holding period; (ii) availability of current public information; and (iii) no shell status ineligibility.  The high-level Rule 144 requirements for affiliates (i.e.

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September 2, 2025

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