[144] Robinhood Markets, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Robinhood Markets, Inc. (HOOD) reports a proposed sale of 750,000 common shares through Morgan Stanley Smith Barney LLC on NASDAQ with an aggregate market value of $107,385,000 and a stated outstanding share count of 773,963,666. The shares were acquired as founders shares on 12/04/2013. The filing also lists multiple sales by Vladimir Tenev in July and September 2025, including a 9/15/2025 sale of 3,525,932 shares for $403,973,892.35 and several 10b5-1 plan transactions in July 2025. The filer certifies no undisclosed material adverse information.

Positive

• Transaction method disclosed: Proposed sale routed through Morgan Stanley Smith Barney LLC on NASDAQ, providing broker transparency
• 10b5-1 plans referenced: Several prior July 2025 sales explicitly labeled as 10b5-1, indicating planned trading arrangements

Negative

• Large insider dispositions: Recent and proposed sales include a 3,525,932-share sale and a proposed 750,000-share sale, representing material absolute amounts
• Significant proceeds realized: Listed gross proceeds include $403,973,892.35 on 09/15/2025 and other multi‑million dollar sales in July 2025

Insights

Financial Analyst

TL;DR: Large insider sales disclosed, with one proposed sale of 750,000 shares and recent 10b5-1 transactions totaling significant proceeds.

The filing documents a proposed 750,000-share sale via Morgan Stanley and shows prior sizable dispositions by the named insider, including a 3,525,932-share sale on 09/15/2025 for $403,973,892.35 and multiple 10b5-1 plan sales in July 2025. These are material absolute amounts relative to single-share transactions and should be considered when assessing insider liquidity and potential share supply in the market. The transaction type and broker are clearly disclosed.

Corporate Governance Expert

TL;DR: Disclosure follows Rule 144 and references 10b5-1 plans; signatures affirm no undisclosed material information.

The notice identifies the nature of acquisition (founders shares, dated 12/04/2013) and lists prior sales under 10b5-1 plans, indicating pre-planned dispositions rather than ad hoc trades. The filing includes the required representation that the seller is not aware of undisclosed material adverse information, aligning with procedural governance expectations for insider sales. Documentation appears to meet Form 144 content requirements.

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	750000	107385000.00	773963666	10/01/2025	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	12/04/2013	Founders Shares	Issuer			750000	12/04/2013	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
VLADIMIR TENEV 85 Willow Road Menlo Park CA 94025	Common	09/15/2025	3525932	403973892.35
10b5-1 Sales for VLADIMIR TENEV 85 Willow Road Menlo Park CA 94025	COMMON	07/16/2025	385485	39279379.56
10b5-1 Sales for VLADIMIR TENEV 85 Willow Road Menlo Park CA 94025	COMMON	07/14/2025	114175	11605854.50
10b5-1 Sales for VLADIMIR TENEV 85 Willow Road Menlo Park CA 94025	COMMON	07/11/2025	340	34510.00
10b5-1 Sales Plan for THE TENEV 2017 IRREVOCABLE TRUST 85 Willow Road Menlo Park CA 94025	COMMON	07/07/2025	125000	11694150.00
10b5-1 Sales for SURFBOARD MANAGEMENT LLC 85 Willow Road Menlo Park CA 94025	COMMON	07/07/2025	200000	18710660.00

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?

The form discloses a proposed sale of 750,000 common shares via Morgan Stanley on NASDAQ with an aggregate market value of $107,385,000 and lists recent insider sales in July and September 2025.

Who is the seller named in the filing?

The filing lists Vladimir Tenev as a seller and shows multiple sales attributed to him and related entities/trusts.

Were any sales executed under 10b5-1 plans?

Yes. Several July 2025 transactions are explicitly labeled as 10b5-1 sales or sales pursuant to a 10b5-1 plan.

What were the largest recent sales disclosed in the filing?

A sale on 09/15/2025 of 3,525,932 shares generated $403,973,892.35; other July 2025 sales show proceeds in the multi‑million dollar range.

When were the shares being sold originally acquired?

The shares to be sold are listed as founders shares acquired on 12/04/2013.