Rule 144 holding period: six months or one year?

By Corinne Amrein Published 11 August 2026 Last reviewed 18 August 2026

The Rule 144 holding period is six months for restricted securities of an issuer that has been subject to Exchange Act reporting for at least 90 days, and one year for everyone else. It runs from the date the full purchase price is paid, and Rule 144(d)(3) lets a holder tack the period of a security that was converted or exchanged.

Key takeaways

The issuer sets the length, not the seller. Six or twelve months turns on the issuer's Exchange Act reporting status.
Payment starts the clock, not signing. A tranched subscription creates a separate clock for each tranche.
Tacking on conversion is conditional. Rule 144(d)(3)(ii) works only where shares are acquired solely in exchange for other securities of the same issuer.
Cashless exercise tacks; cash exercise does not. Rule 144(d)(3)(x) covers a cashless warrant exercise even where the warrant did not originally allow one.
Neither holding period nor tacking survives Rule 144(i). Shell history disables the rule however long anyone has held; it returns only on the four cumulative conditions in Rule 144(i)(2).

Three questions decide a Rule 144 holding period, and each is answered by a different set of facts. When the clock started is answered by the instrument: securities bought for cash run from the date the price is paid in full, while securities taken on a conversion or exchange may carry an earlier date forward under Rule 144(d)(3). How long it runs is answered by the issuer's Exchange Act reporting status, not the seller's. What else must be true at the sale is answered by the seller's affiliate status, which changes the other conditions and not the length. The green edge marks Rule 144(i), which sits above all three. Working through them establishes conditions, not permission to sell.

Which period applies

Rule 144(d)(1) sets two periods. Six months where the issuer is, and has been for at least 90 days immediately before the sale, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. One year where it is not.

Affiliate status is a separate question with a separate answer. Under Rule 144(b) it decides which of the rule's other conditions have to be met at the sale—a non-affiliate of a reporting issuer relies on paragraphs (c)(1) and (d), while an affiliate must satisfy all of them. It does not lengthen or shorten the period in Rule 144(d).

Two things catch people out. A company that has just registered its first class of securities is not yet a 90-day reporting company, so its restricted securities carry the one-year period until it is. And delinquency does not lengthen the period, but it does break the separate Rule 144(c) information condition, which is what closes the window.

When the clock starts

The period runs from the later of the date the securities were acquired from the issuer or an affiliate, and the date the consideration was paid in full. Rule 144(d)(1)(iii) is explicit: the period does not begin until the full purchase price is paid or given.

Rule 144(d)(2) closes the obvious workaround. A promissory note or instalment contract given to the seller is not full payment unless it provides full recourse against the purchaser, is secured by collateral other than the purchased securities worth at least the purchase price, and has been discharged in full before the securities are sold.

Why this matters in a financing

Tranched funding is common in convertible and equity facility structures, and it is the most frequent cause of a blocked resale. A subscription drawn in three tranches has three holding periods, three sets of evidence and three legend-removal requests.

Tacking under Rule 144(d)(3)

Rule 144(d)(3) lists the situations in which new securities are deemed acquired when something the holder already had was. It is a closed list: a fact pattern not on it does not tack.

Tacking situations under Rule 144(d)(3)
Situation	Rule	Tacks?	The condition that decides it
Conversion or exchange into securities of the same issuer	(d)(3)(ii)	Yes	Acquired solely in exchange; works even if the old security was not convertible by its terms
Amendment to permit conversion, paid for	Note to (d)(3)(ii)	From the amendment	Consideration other than securities of the same issuer resets the date
Stock dividend, split, reverse split, recapitalisation	(d)(3)(i)	Yes	Deemed acquired with the securities dividended or split
Cashless exercise of an issuer's warrant or option	(d)(3)(x)	Yes	Even where the instrument did not originally allow cashless exercise
Cash exercise of a warrant or option	(d)(1)(iii)	No	A new price is paid, so a new period starts
Bona fide pledge by an affiliate, sold after default	(d)(3)(iv)	Yes	Unless pledged without recourse
Gift from an affiliate	(d)(3)(v)	Yes	The donee inherits the donor's date
Trust acquiring from an affiliate settlor	(d)(3)(vi)	Yes	Trust and beneficiaries inherit the settlor's date
Estate of a deceased affiliate	(d)(3)(vii)	Yes	None at all where the estate, or the selling beneficiary, is not an affiliate
Holding company formation	(d)(3)(ix)	Yes	Share-for-share reorganisation meeting all three structural tests
Rule 145(a) transaction	(d)(3)(viii)	No	Commences on acquisition by the purchaser
General summary of 17 CFR 230.144(d). Not legal advice.

Convertible notes: how tacking really works

This provision is what makes an unregistered convertible financeable at all. Rule 144(d)(3)(ii) deems shares acquired from the issuer solely in exchange for other securities of the same issuer to have been acquired when the surrendered security was, so shares issued on conversion inherit the note's holding period. It applies even where the surrendered security was not convertible by its terms.

The word carrying the weight is solely. Cash paid at conversion is additional consideration and takes the issuance outside the provision. The note to Rule 144(d)(3)(ii) covers the related case: where a holder gave consideration other than securities of the same issuer to amend an instrument so that it could be converted, the deemed acquisition date is the date of that amendment. Repricing for a fee is a holding-period event.

In December 2020 the SEC proposed removing tacking for shares acquired on conversion of market-adjustable securities of issuers not listed on a national securities exchange. It had not been adopted when this page was written, so check its status before relying on tacking for a variable-priced instrument; the market context is on dilution and conversion mechanics.

Warrants: cashless exercise

Rule 144(d)(3)(x) treats shares acquired on a cashless exercise of an issuer's options or warrants as acquired when the instrument was, even where it did not originally provide for cashless exercise. Note 1 applies the same reset as for conversions: if the holder paid something other than securities of the same issuer to have cashless exercise added by amendment, the deemed date moves to the amendment.

A cash exercise is a purchase, so the period runs from payment. A warrant exercised for cash needs its own resale plan, not an assumption that it rides on the note.

General information, not legal advice. This page summarises 17 CFR 230.144(d). Whether a holding period has run, whether tacking is available on a particular instrument, and what evidence a transfer agent will accept all depend on the specific documents. Take advice from qualified securities counsel, who will want the paperwork rather than a summary.

Primary sources

Rule 144 holding period: frequently asked questions

Is the Rule 144 holding period six months or one year?

Six months where the issuer has been subject to Exchange Act reporting for at least 90 days immediately before the sale, and one year where it has not. The test is the issuer's reporting status, not whether the seller is an affiliate.

When does the Rule 144 clock start?

On the later of the date the securities were acquired from the issuer or an affiliate, and the date the full purchase price is paid. The period does not begin until payment is complete, so a subscription funded in tranches gives each tranche its own start date.

Can you tack the holding period of a convertible note?

Yes. Under Rule 144(d)(3)(ii), shares acquired from the issuer solely in exchange for other securities of the same issuer are deemed acquired at the same time as the security surrendered. That is what lets shares issued on conversion inherit the note's holding period, and it works even if the surrendered security was not convertible by its terms.

Does paying cash on conversion break tacking?

It can. The provision requires the new securities to be acquired solely in exchange for other securities of the same issuer. Where an amendment permitting conversion was paid for with something other than securities of the same issuer, the deemed acquisition date moves to the date of that amendment.

Does exercising a warrant restart the holding period?

A cashless exercise does not. Rule 144(d)(3)(x) deems the shares acquired at the same time as the warrant, even if the warrant did not originally permit cashless exercise. A cash exercise does restart it, because a new purchase price is being paid.

Rule 144 holding period: six months, one year, and tacking