Form 4 and Rule 144: how advisors read insider sales to start a planning conversation

Why insider filings matter to an advisor

An executive's stock is often most of their net worth, and it usually sits in one company. When a director or officer starts selling, gifting or setting up a trading plan, they are making the decisions an advisor helps with: how much to diversify, how to manage the tax bill, and what to give to family or charity. Those moves are disclosed in public filings, usually within days.

The volume is large. In the week of November 2 to November 6, 2026, EDGAR received 2,842 Form 4 filings, including amendments, across 1,100 listed companies ⁴. Most are routine. The skill is knowing which ones signal a planning conversation.

The public filings that tell you when

• Form 4: directors, officers and owners of more than 10% of a company's stock must report most changes in their holdings within two business days ¹. Each filing shows the date, the number of shares, the price and a transaction code.
• Form 144: an affiliate who plans to sell more than 5,000 shares or more than $50,000 worth in any three-month period must file a notice of the proposed sale ². It comes before the sale, so it is the earliest public signal.
• Rule 144 limits: affiliates can sell no more than the greater of 1% of the shares outstanding or the average weekly trading volume over the prior four weeks in any three-month period ². Large holders therefore sell over months, not in one trade, which means a long planning window.
• Rule 10b5-1 plans: since the SEC's 2022 amendments, insiders must mark on Form 4 whether a trade was made under a pre-arranged plan and give the date the plan was adopted, and directors and officers face a cooling-off period before a new plan can trade ³.
• Gifts: the same amendments moved bona fide gifts of securities from Form 5 to Form 4 ³, so a gift of stock to family, a trust or a foundation now shows up within two business days.

Which signals to act on

• A new Form 144 notice or Form 4 sale after a long quiet period: a diversification program may be starting ¹².
• A new 10b5-1 plan adoption date: sales are scheduled, so the tax and reinvestment questions are coming ³.
• A gift on Form 4: an estate or philanthropic plan is in motion. The federal basic exclusion amount for estate and gift tax is $15,000,000 for 2026 ⁷.
• Repeated sales at a long-term gain: federal long-term capital gains rates are 0%, 15% or 20% depending on taxable income ⁶, so timing and lot selection matter.

Who this reaches

In our own data, 1,256 people in our database are estimated at $1M+ and either hold public-company stock disclosed in SEC filings or appear in a public-company insider filing ⁵. Of those, 1,013 are estimated at $5M+ and 243 at $1M–5M ⁵. They cluster in these metros:

• SF Bay Area: 264 people in our database ⁵
• New York metro (incl. northern NJ, Long Island, Westchester): 119 ⁵
• California, other areas: 80 ⁵
• San Diego: 40 ⁵
• Los Angeles / Orange County: 36 ⁵
• Boston: 30 ⁵
• Chicago: 30 ⁵

Smaller metros are grouped or left out where a count falls under 25 ⁵. By industry, the largest group is technology and biotech, with 385 people in our database, followed by finance with 155 ⁵.

The playbook, step by step

• Step 1. Build the list. In HeyAlbert, filter to people with public-company holdings or insider filings, choose your metro, and save the search. Each result shows why it matched and links the SEC filing behind it.
• Step 2. Follow the filings. For each company on your list, watch EDGAR for new Form 144 notices and Form 4 sales, plan adoptions and gifts. HeyAlbert's news and updates flag changes on the people you follow.
• Step 3. Read the pattern, not the single trade. One sale to cover taxes on vesting shares is routine. A Form 144, a new 10b5-1 plan and a gift in the same quarter is a planning moment.
• Step 4. Read the dossier before you call. Each HeyAlbert dossier lists career history, board seats, education and philanthropy, and every estimate shows its components, each with its citation and date.
• Step 5. Lead with the problem, not the product. The useful opening is about concentration, taxes and family: how much of their net worth sits in one stock, how to sell it over time, and how to plan across the US and India.

An opening message that works

"Many executives I work with have most of their net worth in one company's stock and sell it on a schedule. The hard parts are the tax bill, what to do with the proceeds, and planning for family in two countries. If it would help, I can share the one-page checklist we use for concentrated stock. No pitch."

Guardrails

• Never ask an insider to trade, never suggest timing around company news, and never use non-public information. Insiders face company blackout windows; respect them.
• Do not mention a specific filing in a cold message. Refer to the situation, not the trade.
• Our figures are aggregates of people in our database. We do not publish pages about private individuals.
• Wealth bands are estimates from public filings and records. Treat them as a starting point for research, not a statement of anyone's finances ⁵.

Data as of November 9, 2026. HeyAlbert figures are aggregates of people in our database; groups under 25 people are suppressed. Methodology.

Verified floor: public records only · heyalbert.site/why-our-counts-are-a-floor

Sources

1. U.S. Securities and Exchange Commission, Insider Transactions and Forms 3, 4, and 5. www.sec.gov
2. U.S. Securities and Exchange Commission, Rule 144: Selling Restricted and Control Securities. www.sec.gov
3. U.S. Securities and Exchange Commission, SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures (2022). www.sec.gov
4. SEC EDGAR daily form indexes, November 2 to November 6, 2026, read November 9, 2026 (Form 4 filings, including amendments; companies matched by issuer). www.sec.gov
5. HeyAlbert database, query of November 9, 2026; wealth bands are HeyAlbert estimates from public filings and records; groups under 25 people suppressed. heyalbert.site
6. Internal Revenue Service, Topic no. 409, Capital gains and losses. www.irs.gov
7. Internal Revenue Service, What's new: Estate and gift tax (basic exclusion amount for 2026). www.irs.gov