Robinhood (HOOD) Form 4: 25K-Share Sale Under 10b5-1 Plan Disclosed

Rhea-AI Filing Summary

Daniel M. Gallagher Jr., Chief Legal Officer of Robinhood Markets, Inc. (HOOD), reported a sale of Class A common stock. On 09/03/2025 he disposed of 25,000 shares at a weighted-average price of $100.9152 per share under a Rule 10b5-1 trading plan adopted August 9, 2024. After the reported transactions he beneficially owned 610,949 shares of Class A common stock. The filing notes the trades executed at prices ranging from $99.52 to $102.61 and that the reporting person will provide full trade-level details on request. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Positive

• Transaction executed under a Rule 10b5-1 plan, providing a pre-established framework for the sale (adopted 08/09/2024)
• Full beneficial ownership disclosed after the sale: 610,949 shares
• Price range and weighted-average price disclosed ($99.52–$102.61; weighted average $100.9152) and offer to provide trade-level details

Negative

• Reported sale of 25,000 Class A shares by the Chief Legal Officer, which reduces his holdings
• Form signed by attorney-in-fact rather than the reporting person, indicating the filer did not sign personally

Insights

Financial Analyst

TL;DR: Insider sold a small portion of holdings under a pre-established plan; ownership remains substantial.

The Form 4 documents a 25,000-share sale by the Chief Legal Officer at a weighted-average price of $100.9152 under a Rule 10b5-1 plan adopted 08/09/2024. Post-sale beneficial ownership is 610,949 shares, indicating the reporting person retains a material stake. The filing discloses the intraday price range ($99.52 to $102.61) and offers to provide granular trade details on request, which aids transparency. This disclosure is routine and does not include other compensatory or derivativetransactions.

Corporate Governance Expert

TL;DR: Transaction appears compliant and preplanned; disclosure completeness is appropriate.

The sale is explicitly reported as executed pursuant to a Rule 10b5-1 trading plan adopted 08/09/2024, which provides an affirmative defense for preplanned insider trades. The filer commits to supplying full information on individual trade sizes and prices upon request, which supports disclosure quality. The Form 4 is signed by an attorney-in-fact and contains required details including remaining beneficial ownership. There are no indications in the filing of related-party transactions or amendments beyond the reported sale.

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^*

Gallagher Daniel Martin Jr

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		S(1)		25,000	D	$100.9152(2)	610,949	D

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

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 9, 2024.

2. This transaction was executed in multiple trades during the day at prices ranging from $99.52 to $102.61. 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 Daniel M. Gallagher, Jr.	09/05/2025
	** 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 Daniel M. Gallagher Jr. sell in the Form 4 for HOOD?

The filing reports a sale of 25,000 shares of Class A common stock on 09/03/2025.

At what price were the HOOD shares sold according to the Form 4?

Trades executed at prices ranging from $99.52 to $102.61 with a reported weighted-average price of $100.9152.

How many HOOD shares does the reporting person own after the sale?

The Form 4 reports beneficial ownership of 610,949 shares following the reported transactions.

Was the sale made under a Rule 10b5-1 plan in the HOOD Form 4?

Yes. The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on August 9, 2024.

Who signed the Form 4 for Daniel M. Gallagher Jr.?

The Form 4 is signed by Matthew Yorkavich, attorney-in-fact for Daniel M. Gallagher, Jr., dated 09/05/2025.