Shareholder plans 125,000-share HOOD Rule 144 sale

A shareholder of Robinhood Markets plans to sell 125,000 shares of common stock under Rule 144 through Morgan Stanley Smith Barney LLC, with an aggregate market value of 10,352,500.00.

Rhea-AI Filing Summary

A shareholder of Robinhood Markets plans to sell 125,000 shares of common stock under Rule 144 through Morgan Stanley Smith Barney LLC, with an aggregate market value of 10,352,500.00. The shares are listed as outstanding at 786,356,025, and the sale is targeted for 02/09/2026 on the NASDAQ.

The securities to be sold were acquired as restricted stock units from the issuer on 03/01/2023 in the same amount of 125,000 shares. The filing also notes prior 10b5-1 sales for Jason Warnick of 300,000 common shares on 11/11/2025, generating gross proceeds of 39,842,135.00 over the past three months.

Insights

Insider trading and governance analyst

Form 144 shows a sizable planned insider share sale, but relative to total shares outstanding it is small.

The notice describes a shareholder’s intent to sell 125,000 Robinhood common shares under Rule 144, with an aggregate market value of 10,352,500.00. The shares were acquired via restricted stock units on 03/01/2023, meaning this reflects equity compensation becoming eligible for resale.

The document also lists past 10b5-1 plan sales for Jason Warnick of 300,000 shares on 11/11/2025, with gross proceeds of 39,842,135.00. Against 786,356,025 shares outstanding, these transactions represent a small percentage, so any ownership dilution or float impact appears limited based on the figures shown.

The seller represents that they are not aware of undisclosed material adverse information about Robinhood’s operations at the time of signing, which is a standard Rule 144 certification. Actual market impact, if any, would depend on execution of the planned sale around 02/09/2026 and broader trading conditions.

FAQ

How many Robinhood (HOOD) shares are planned to be sold under this Form 144?

The notice covers a planned sale of 125,000 shares of Robinhood common stock. These shares are to be sold through Morgan Stanley Smith Barney LLC, with an indicated aggregate market value of 10,352,500.00 as part of a Rule 144 transaction.

What is the approximate sale date and exchange for this HOOD Form 144 transaction?

The planned Rule 144 sale is targeted for 02/09/2026 on the NASDAQ. Morgan Stanley Smith Barney LLC Executive Financial Services is listed as the broker handling the transaction for the 125,000 Robinhood common shares.

How were the 125,000 Robinhood (HOOD) shares being sold under Rule 144 acquired?

The 125,000 shares were acquired as restricted stock units from the issuer on 03/01/2023. The filing identifies the issuer as the source and classifies the acquisition as equity compensation rather than a cash purchase.

What prior Robinhood (HOOD) share sales are disclosed in the last three months?

The filing reports prior 10b5-1 sales for Jason Warnick of 300,000 common shares on 11/11/2025, generating 39,842,135.00 in gross proceeds. These sales are separate from the newly planned 125,000-share Rule 144 sale.

How does the planned HOOD Form 144 sale compare to total shares outstanding?

The document lists 786,356,025 Robinhood common shares outstanding. The planned sale of 125,000 shares represents only a small fraction of this total, indicating limited proportional impact on overall outstanding shares based on these figures.

What representation does the seller make about Robinhood (HOOD) information in this Form 144?

The seller represents that they do not know any material adverse information about Robinhood’s current or prospective operations that has not been publicly disclosed, which is a standard representation required when filing a Rule 144 notice.

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Accepted by SEC EDGAR 02/09/2026 - 04:30 PM Learn about SEC filing dates

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	0001871212
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	ROBINHOOD MARKETS, INC.
SEC File Number	001-40691
Address of Issuer	85 Willow Road Menlo Park CALIFORNIA 94025
Phone	8444285411
Name of Person for Whose Account the Securities are To Be Sold	JASON WARNICK
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	Officer

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	125000	10352500.00	786356025	02/09/2026	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	03/01/2023	Restricted Stock Units	Issuer			125000	03/01/2023	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
10b5-1 Sales for JASON WARNICK 85 Willow Road Menlo Park CA 94025	Common	11/11/2025	300000	39842135.00

144: Remarks and Signature

Remarks	The securities to be sold were acquired upon the vesting of restricted stock units during the period of 3/1/2023 through 10/1/2023.
Date of Notice	02/09/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	08/04/2025
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	/s/ Jason Warnick
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)