HOOD Form 144: Baiju Bhatt Trust Sells Millions in 2025 10b5-1 Transactions

Rhea-AI Filing Summary

Form 144 filed for Robinhood Markets, Inc. (HOOD) reports a proposed sale of 418,338 common shares through Morgan Stanley Smith Barney LLC on 08/14/2025 with an aggregate market value of $45,439,873.56. The shares were acquired as Founders Shares on 10/04/2018. The filing lists prior sales by Baiju Prafulkumar Bhatt and his living trust in 2025, including multiple 10b5-1 plan executions and open-market sales that generated multi-million dollar gross proceeds, including $156,805,555.79 on 08/01/2025.

Positive

• Disclosure compliance: Form 144 provides required details including broker, share counts, acquisition date and nature (Founders Shares).
• Use of 10b5-1 plans: Several reported sales were executed under 10b5-1 plans, indicating preplanned transactions intended to reduce timing concerns.

Negative

• Large insider sales: Multiple high-value sales in 2025, including $156,805,555.79 on 08/01/2025, increase share supply and may be perceived negatively by the market.
• Concentration reduction: Founder-originated shares being sold could signal significant owner liquidity taking place, which may affect investor sentiment.

Insights

Financial Analyst

TL;DR: Significant insider sales by a founder reduce insider ownership and may pressure supply; evaluate volume vs float.

The filing shows a planned sale of 418,338 shares valued at approximately $45.44M and multiple sizable prior disposals in 2025, including a sale generating $156.81M. These are non-transactional disclosures under Rule 144 and include 10b5-1 plan executions. For investors, repeated large insider sales can increase available float and may be interpreted as diversification by the insider rather than a company-specific signal. Quantify sales relative to total outstanding shares (773,963,666) when assessing impact on liquidity and share supply.

Corporate Governance Expert

TL;DR: Disclosure appears compliant; the filer certifies absence of undisclosed material nonpublic information.

The Form 144 identifies the securities as founders' shares acquired on 10/04/2018 and notes reliance on broker facilitation and, in some instances, Rule 10b5-1 plans. The form includes the required representation about material adverse information. From a governance perspective, repeated scheduled sales via 10b5-1 plans are common for insiders managing concentrated holdings; ensure plan adoption dates and trading instructions (not fully listed here) are reviewed for compliance timing.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	418338	45439873.56	773963666	08/14/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	10/04/2018	Founders Shares	Issuer			418338	10/04/2018	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Baiju Prafulkumar Bhatt Living Trust 85 Willow Road Menlo Park CA 94025	Common	08/01/2025	1568421	156805555.79
Baiju Prafulkumar Bhatt 85 Willow Road Menlo Park CA 94025	Common	08/01/2025	10518	1052884.41
10b5-1 Sales Plan for Baiju Prafulkumar Bhatt Living Trust 85 Willow Road Menlo Park CA 94025	Common	07/24/2025	418338	42621645.91
10b5-1 Sales Plan for Baiju Prafulkumar Bhatt Living Trust 85 Willow Road Menlo Park CA 94025	Common	06/11/2025	418338	31078518.49
10b5-1 Sales Plan for Baiju Prafulkumar Bhatt Living Trust 85 Willow Road Menlo Park CA 94025	Common	05/20/2025	418338	26964891.60

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for HOOD disclose about the proposed sale?

The filing discloses a proposed sale of 418,338 common shares via Morgan Stanley Smith Barney on 08/14/2025 valued at $45,439,873.56.

Who is the seller named in the Form 144 for Robinhood (HOOD)?

The filing references Baiju Prafulkumar Bhatt and the Baiju Prafulkumar Bhatt Living Trust as sellers and the source of previously sold shares.

When were the shares to be sold originally acquired?

The shares were acquired as Founders Shares on 10/04/2018 according to the filing.

Have there been recent insider sales by the same parties in 2025?

Yes. The filing lists multiple sales in 2025, including a sale on 08/01/2025 of 1,568,421 shares with gross proceeds of $156,805,555.79, and several 10b5-1 plan sales earlier in 2025.

How many shares outstanding does the filing list for HOOD?

The filing lists 773,963,666 shares outstanding.