Robinhood Director Sells 418,338 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Baiju Bhatt, a director of Robinhood Markets, Inc. (HOOD), sold 418,338 shares of Class B common stock on 08/14/2025 pursuant to a Rule 10b5-1 trading plan adopted by the Baiju Bhatt Living Trust on 08/12/2024. The sale triggered an automatic conversion of the sold Class B shares into Class A shares upon execution. The trades were executed in multiple transactions at prices ranging from $106.71 to $111.44, with a reported weighted-average price of $109.3927. The Form 4 is signed by Matthew Yorkavich as attorney-in-fact on 08/18/2025. The filing lists ongoing indirect ownership by the Living Trust of 49,849,190 shares following the reported transactions.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-arranged, documented insider selling
• Weighted-average price disclosed ($109.3927) and execution price range ($106.71 to $111.44) for transparency
• Post-transaction indirect holdings disclosed (49,849,190 shares), providing clarity on continued ownership

Negative

• Large block sold (418,338 shares), which may be viewed as significant insider liquidity
• Form 4 shows conversion mechanics that may complicate simple share-count interpretation for some investors

Insights

Securities Analyst

TL;DR: Director sold 418,338 Class B shares under a pre-existing 10b5-1 plan at a weighted-average $109.3927, reducing beneficial Class B holdings executed on 08/14/2025.

The sale was executed pursuant to a Rule 10b5-1 plan adopted 08/12/2024, which provides affirmative defense to insider trading charges when properly documented. The filing explicitly states the sale converted the sold Class B shares into Class A upon execution and reports a weighted-average execution price range of $106.71 to $111.44. The Trust retains a large indirect stake of 49,849,190 shares after the transactions. This is a routine insider liquidity event documented under safe-harbor procedures rather than an extraordinary corporate development.

Corporate Governance Expert

TL;DR: Transaction follows a documented 10b5-1 plan and was executed by the Living Trust; governance procedures appear observed.

The Form 4 discloses the reporting person as a director and that the trades were effected pursuant to a pre-established 10b5-1 plan, which the filing notes was adopted on 08/12/2024. The signature is provided by an attorney-in-fact, consistent with delegated execution. The filing provides price range and weighted-average price, and confirms conversion mechanics from Class B to Class A on sale. The disclosure is complete with respect to the transaction details included in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bhatt Baiju

(Last) (First) (Middle)

C/O ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/14/2025		C		418,338	A	(1)	418,338	I	By Living Trust
Class A Common Stock	08/14/2025		S(2)		418,338	D	$109.3927(3)	0	I	By Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	08/14/2025		C			418,338	(1)	(1)	Class A Common Stock	418,338	$0	49,849,190	I	By Living Trust

Explanation of Responses:

1. As part of the transactions effected on August 14, 2025 pursuant to the Rule 10b5-1 trading plan adopted by the Baiju Bhatt Living Trust ("Living Trust") on August 12, 2024 ("Bhatt 10b5-1 plan"), the Living Trust sold an aggregate of 418,338 shares of its Class B Common Stock, resulting in an automatic conversion of the same amount of shares into Class A Common Stock upon execution of the sales.

2. This transaction was effected pursuant to the Bhatt 10b5-1 plan.

3. This transaction was executed in multiple trades during the day at prices ranging from $106.71 to $111.44. The weighted-average price is reported above. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the trades were made.

Remarks:

	/s/ Matthew Yorkavich, attorney-in-fact for Baiju Bhatt	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Baiju Bhatt sell in the HOOD Form 4?

The filing shows the Baiju Bhatt Living Trust sold 418,338 shares of Class B common stock on 08/14/2025.

Was the sale by Baiju Bhatt pre-arranged under a trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Living Trust on 08/12/2024.

At what price were the shares sold?

Trades were executed in multiple transactions at prices ranging from $106.71 to $111.44, with a reported weighted-average price of $109.3927.

Did the sale change the class of shares held?

Yes. The filing states the sale of Class B shares resulted in an automatic conversion of the same amount into Class A shares upon execution.

Who signed the Form 4 and when?

The Form 4 is signed by Matthew Yorkavich, attorney-in-fact for Baiju Bhatt, dated 08/18/2025.