---
title: "Form 4 vs Form 144: What's the Difference?"
description: "Form 4 reports a completed trade; Form 144 gives notice of a proposed sale. A real EDGAR notice and a worksheet for matching the two without double counting."
canonical: https://insideralpha.ai/learn/form-4-vs-form-144
date_published: 2026-06-01
date_updated: 2026-09-23
publisher: InsiderAlpha (https://insideralpha.ai)
---

Canonical URL: https://insideralpha.ai/learn/form-4-vs-form-144
Published 2026-06-01. Updated 2026-09-23.

# Form 4 vs Form 144: completed transactions and proposed sales

A [Form 4](https://www.sec.gov/about/forms/form4.pdf) reports changes in beneficial ownership for people subject to Section 16 reporting. A [Form 144](https://www.sec.gov/about/forms/form144.pdf) is a notice of a proposed sale in reliance on Rule 144. Adding the two forms' share amounts together can count the same intended and completed sale twice.

| Question | Form 4 | Form 144 |
| --- | --- | --- |
| What does the document establish? | A reported ownership transaction, with its transaction code | A proposed sale and related historical information |
| Which date matters? | The transaction date, separately from the filing date | The approximate sale date and notice date |
| What does value mean? | Reported shares and price can support a transaction-value estimate | Aggregate market value is not confirmed sale proceeds |
| Who reports? | Section 16 reporting persons, subject to applicable rules | Affiliates meeting the Rule 144 notice conditions |

## When is Form 144 required?

The SEC's [Rule 144 explanation](https://www.sec.gov/reports/rule-144-selling-restricted-control-securities) states that an affiliate must file the notice when sales in reliance on the rule exceed 5,000 shares or $50,000 in any three-month period. These are alternative thresholds; a sale does not need to exceed both. Other Rule 144 conditions also apply. The notice is not SEC permission to sell or a guarantee of execution.

The SEC's [Form 144 interpretations](https://www.sec.gov/rules-regulations/staff-guidance/corporation-finance-interpretations/securities-act-forms) explain that a broker order can execute without a waiting period when the notice is transmitted concurrently with the order. The filer must have a bona fide intention to sell within a reasonable time. A notice can therefore appear around execution, rather than providing a guaranteed advance-warning interval.

## A real notice with two different quantities

[Fred Ehrsam's January 15, 2026 Coinbase Form 144](https://www.sec.gov/Archives/edgar/data/1679788/000195824426000041/xsl144X01/primary_doc.xml), accession 0001958244-26-000041, proposes 1,375 common shares and reports aggregate market value of $329,010. A separate historical table lists prior sales, including 277,074 shares on November 6, 2025. That older row is not part of the newly proposed 1,375-share quantity. The notice also identifies a plan adopted August 7, 2025.

This matters because the notice is full of numbers. Copy the proposed amount from the securities-information section. Keep the acquisition-history table and the past-three-months sales table separate. The form's instructions define aggregate market value using a date within ten days before the notice; dividing it by proposed shares does not establish the eventual execution price.

## How to reconcile a notice with later filings

1. Match the issuer identity and security class, including any conversion between share classes.
2. Match the person for whose account the securities are sold, including a trust or other disclosed ownership relationship.
3. Record the proposed quantity, approximate sale date, notice date and any plan-adoption date.
4. Look for relevant completed-sale disclosures and amendments. On Form 4, inspect S rows and their footnotes rather than every disposition.
5. Compare the amounts and dates without assuming that one notice must map to exactly one execution row or one later document.

Not every Form 144 filer has a Section 16 Form 4 obligation. The absence of a matching Form 4 therefore does not prove that no sale occurred. Even for a Section 16 filer, a missing or unmatched record can reflect timing, identity matching or a data gap. Mark the execution unconfirmed until you have evidence that it happened.

## Keep the two feeds useful

Use [the Form 144 tracker](https://insideralpha.ai/form-144-tracker) to inspect proposed sales, then check [the completed-sale feed](https://insideralpha.ai/insider-selling) and the issuer's filing history for subsequent evidence. Our [selling guide](https://insideralpha.ai/learn/insider-selling-signal-or-noise) explains ownership comparisons; the [plan guide](https://insideralpha.ai/learn/rule-10b5-1) explains adoption dates. Throughout, keep "proposed", "reported completed" and "unconfirmed" as three separate statuses.

*This article is informational and is not investment advice.*