[144] Robinhood Markets, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Robinhood Markets, Inc. (HOOD) reports a proposed sale of 418,338 common shares through Morgan Stanley Smith Barney on NASDAQ with an aggregate market value of $49,573,053.00. The shares were acquired as founders' shares on 10/04/2018. The filing lists multiple large related-party sales during June–August 2025, including transfers by the Baiju Prafulkumar Bhatt Living Trust and Bhatt Family Foundation DAF totaling several million shares and proceeds in the hundreds of millions. Some sales are identified as executed under 10b5-1 trading plans, indicating prearranged transactions rather than opportunistic open-market activity.

Positive

• Use of 10b5-1 trading plans for several transactions indicates pre-established, rule-compliant selling arrangements
• Securities were originally acquired as founders' shares, showing these are long-held holdings rather than recent insider purchases

Negative

• Large insider-related sales in June–August 2025 totaling millions of shares and hundreds of millions in gross proceeds, which could increase supply pressure on the stock
• Proposed sale of 418,338 shares valued at ~$49.6M is material and may be perceived negatively by investors monitoring insider dispositions

Insights

Securities Analyst

TL;DR: Significant insider-related selling in recent months, including a large proposed sale, is likely to weigh on market perception.

The filing shows a proposed sale of 418,338 shares valued at about $49.6M and documents several large disposals by the Baiju Bhatt trust and related foundations totaling millions of shares and hundreds of millions in proceeds across June–August 2025. The presence of 10b5-1 plans suggests many transactions were preplanned, which reduces the risk of opportunistic insider timing but still represents substantial insider liquidity and potential supply into the market. For investors, the material size of these sales is a notable governance and market-supply signal, though it does not by itself indicate company-operational issues.

Corporate Governance Expert

TL;DR: Large founder-related sales are material but partially mitigated by documented 10b5-1 plans and founder-origin of shares.

The shares to be sold were acquired as founders' shares in 2018, and several disposals are routed through trusts and a foundation, with multiple entries marked as executed under 10b5-1 plans. This structure aligns with standard insider liquidity management and disclosure expectations. However, the aggregated volume and proceeds are sizable relative to typical insider transactions and should prompt scrutiny of insider ownership levels post-sales and potential voting-power effects. Overall, the disclosure meets regulatory form requirements, but the scale is governance-relevant.

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	49573053.00	773963666	09/10/2025	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
Bhatt Family Foundation DAF 85 Willow Road Menlo Park CA 94025	Common	08/18/2025	951792	107587902.66
10b5-1 Sales Plan for Baiju Prafulkumar Bhatt Living Trust 85 Willow Road Menlo Park CA 94025	Common	08/14/2025	418338	45763125.86
Baiju Prafulkumar Bhatt Living Trust 85 Willow Road Menlo Park CA 94025	Common	08/01/2025	1568421	156805555.79
Bhatt Family Foundation DAF 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

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 report?

The notice reports a proposed sale of 418,338 common shares on NASDAQ valued at about $49,573,053.00, acquired as founders' shares on 10/04/2018.

Who sold shares in the past three months according to this filing?

Sales were reported by the Baiju Prafulkumar Bhatt Living Trust, Bhatt Family Foundation DAF, and a 10b5-1 sales plan, with multiple transactions in June–August 2025.

Are any of the sales under a 10b5-1 plan?

Yes. Several entries are identified as executed under 10b5-1 trading plans, indicating prearranged sales.

How large were recent insider sales in dollar terms?

Recent gross proceeds listed include amounts such as $156,805,555.79, $107,587,902.66, and multiple other totals in the tens of millions.

Which broker is handling the proposed sale?

The proposed sale of 418,338 shares is routed through Morgan Stanley Smith Barney LLC Executive Financial Services.