SEC Expands Daily Filing Window for Forms 144 to Match Section 16 Reports

With the April 13th deadline for mandatory Edgar filing for all Form 144s looming just ahead, the SEC amended Regulation S-T last week to expand the daily window for filing Forms 144 so that the "end of the day" deadline will be 10:00 p.m. Eastern Standard Time or Eastern Daylight Saving Time (whichever is currently in effect) instead of 5:30 p.m.

The new "end of the day" deadline goes into effect on March 20th — so that Forms 144 filed after 10:00 p.m. Eastern Time will be deemed to be filed the next business day.

With this change, the Form 144 daily filing window will be the same as it is for Section 16 reports (e.g., Forms 3, 4 and 5), which makes sense given that some brokers have indicated they will no longer make Form 144 filings on behalf of their clients - in which case, a number of corporate secretaries might be filing Form 144s going forward, just like they do for Section 16 reports on behalf of insiders.

As a refresher, we blogged last June about the SEC rule amendments that will mandate the electronic filing of Forms 144. As we further blogged about in October, all Form 144 filings must be made electronically on Edgar starting on April 13, 2023. Filers may comply with the electronic filing requirement by (i) using the SEC's new fillable Form 144, a copy of which is included in the Edgar Filer Manual; or (ii) submitting a filer-constructed XML Form 144 on Edgar.