Updated July 29, 2026. Quick answer: The IPO does not restart your clock — it shortens the period from one year to six months. But not immediately. Both limbs of Rule 144(d)(1) are gated on the issuer having been subject to the reporting requirements for at least 90 days immediately before the sale. Sell inside that first 90 days and you are on the one-year clock, however long you have held.
The gate
Both periods are gated on 90 days of reporting history, and that is the clause everyone drops. Paragraph (d) applies “If the securities sold are restricted securities”. Rule 144(d)(1)(i): “If the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquiror or any subsequent holder of those securities.” Rule 144(d)(1)(ii) is its mirror: “If the issuer … is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements … a minimum of one year must elapse” — on the same terms. Note what that tail does: the period binds “either the acquiror or any subsequent holder”, so a transferee inherits the unexpired clock.
Read (d)(1)(ii) again: the trigger is disjunctive — is not, or has not been for 90 days. So it is not a “private company” rule. It captures three situations: a genuinely private issuer, a formerly-reporting issuer that has gone dark, and a company that went public fewer than 90 days ago — the case that actually recurs and the one every summary loses.
| Question | Answer | Where |
|---|---|---|
| When does the clock start? | The later of acquisition from the issuer or from an affiliate | (d)(1)(i) |
| On an employee option? | At exercise, once the price is paid in full | (d)(1)(iii); Note 2 to (d)(3)(x) |
| Cashless exercise? | Tacks back to the option — but not for ordinary employee options, which Note 2 sends to the exercise date instead | (d)(3)(x) and its Note 2 |
| Does the IPO restart it? | No. It shortens it, after 90 days of reporting | (d)(1)(i) vs (ii) |
| Does selling to a friend clear it? | No — it binds “any subsequent holder” | (d)(1)(i) |
Employee options do not tack. Note 2 to Rule 144(d)(3)(x): where options “are not purchased for cash or property and do not create any investment risk to the holder, as in the case of employee stock options, the newly acquired securities shall be deemed to have been acquired at the time the options … are exercised, so long as the full purchase price or other consideration for the newly acquired securities has been paid or given by the person acquiring the securities from the issuer or from an affiliate of the issuer at the time of exercise.” Your grant date is irrelevant. Your exercise date, and payment, start the clock.
The conditions after the holding period
Current public information under (c)(1) carries the same 90-day gate, and two details summaries drop: Form 8-K reports are expressly excluded from the all-required-reports test, so a late 8-K does not break Rule 144 — but the XBRL condition is conjunctive, so a filer current on narrative reports and delinquent on Interactive Data Files fails.
Volume, affiliates only. Rule 144(e)(1) is the greatest of three measures, not one percent: “One percent of the shares or other units of the class outstanding”, the four-week average weekly reported volume, or the equivalent under an effective transaction reporting plan. For a liquid stock the volume tests are routinely much larger than one percent, and the seller may take the largest.
Form 144 under (h)(1) is filed electronically where sales in three months exceed 5,000 shares or an aggregate price above $50,000 — and that paragraph carries the 90-day reporting gate too, which routes whether you file electronically at all.
For most employees this is not the binding constraint. Rule 701(g)(3) relieves the holding period ninety days after the issuer becomes a reporting company, and the lock-up typically runs longer than that anyway — and the lock-up is a contract, not a rule.
Sources
17 CFR 230.144(c), (c)(1), (d), (d)(1)(i), (d)(1)(ii), (d)(1)(iii), (d)(3)(x) with Notes 1 and 2, (e)(1) and (h)(1); 17 CFR 230.701(g)(3). Text taken from the eCFR versioner XML and diffed against the govinfo annual CFR XML (CFR-2025-title17-vol3-sec230-144). Read July 2026.
This states what the cited authority says. It is not tax, legal or investment advice. Lock-up terms, award agreements and plan documents vary, and both the securities and the tax analysis turn on facts about your role and holdings that no page can see.