[144] Robinhood Markets, Inc. SEC Filing

Rhea-AI Filing Summary

Robinhood Markets (HOOD) Form 144 notifies the market that 3,525,932 shares of common stock are proposed for sale on 09/15/2025 on NASDAQ, with an aggregate market value of $403,973,786.29. The shares were acquired as performance shares from the issuer on 09/12/2025 and payment was recorded the same day. The filing lists prior insider sales in July 2025 by Vladimir Tenev, The Tenev 2017 Irrevocable Trust and Surfboard Management LLC totaling 1,579,000 shares and gross proceeds of approximately $189,974,278.06. The filer certifies no undisclosed material adverse information.

Positive

• Transparent disclosure of a proposed sale of 3,525,932 shares valued at $403,973,786.29 scheduled for 09/15/2025 on NASDAQ.
• Origin of shares disclosed: shares were acquired as performance shares from the issuer on 09/12/2025.
• Prior insider sales are itemized, showing full reporting of recent dispositions by Vladimir Tenev and related entities.

Negative

• Large planned sale could increase share supply and pressure near-term liquidity given the $404M notional size.
• Significant recent insider selling in July 2025: total of 1,579,000 shares for approximately $189,974,278.06 in gross proceeds.

Insights

Securities Analyst

TL;DR: A large proposed insider sale (~3.53M shares, ~$404M) increases free float; prior July sales totaled ~1.58M shares.

This filing reports a significant proposed sale of 3,525,932 common shares valued at about $404 million to occur on 09/15/2025 and acquired as performance shares on 09/12/2025. Such a large single-block planned sale can increase share supply and may affect near-term trading liquidity and price discovery, particularly given multiple recent July disposals by related parties totaling 1,579,000 shares and roughly $190 million in proceeds. The filing is procedural and provides no new operational or financial metrics.

Corporate Governance Expert

TL;DR: The notice documents compliance with Rule 144 for a sizable insider disposition; disclosures appear procedural and complete.

The Form 144 documents the seller's representation about lack of undisclosed material information and records that the 3,525,932 shares were performance-based awards from the issuer. The filing also transparently lists earlier July 2025 sales by Vladimir Tenev and related entities. From a governance perspective, the submission meets disclosure requirements; it does not provide detail on any trading plan adoption or 10b5-1 instructions in this notice.

09/15/2025 - 04:59 PM

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

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	3525932	403973786.29	888675093	09/15/2025	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	09/12/2025	Performance Shares	Issuer			3525932	09/12/2025	Not Applicable

* 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
Vladimir Tenev 85 Willow Road Menlo Park CA 94025	Common	07/16/2025	385485	39279379.56
Vladimir Tenev 85 Willow Road Menlo Park CA 94025	Common	07/14/2025	114175	11605854.50
Vladimir Tenev 85 Willow Road Menlo Park CA 94025	Common	07/11/2025	340	34510.00
The Tenev 2017 Irrevocable Trust 85 Willow Road Menlo Park CA 94025	Common	07/07/2025	125000	11694150.00
Surfboard Management LLC 85 Willow Road Menlo Park CA 94025	Common	07/07/2025	200000	18710660.00
Vladimir Tenev 85 Willow Road Menlo Park CA 94025	Common	07/01/2025	750000	69954825.00

144: Remarks and Signature

Remarks

Date of Notice

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 Robinhood's (HOOD) Form 144 disclose?

The filing discloses a proposed sale of 3,525,932 common shares valued at $403,973,786.29 to be sold on 09/15/2025 on NASDAQ.

Who acquired the shares and how were they obtained?

The shares were acquired as performance shares from the issuer on 09/12/2025, with payment recorded the same day.

Have insiders sold HOOD shares recently?

Yes. In July 2025, Vladimir Tenev and related entities sold a combined 1,579,000 shares for roughly $189,974,278.06 in gross proceeds.

On which exchange will the proposed sale occur?

The proposed sale is scheduled on the NASDAQ exchange.

Does the filing disclose any undisclosed material information?

The signer represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.