[Form 4] Robinhood Markets, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Robinhood Markets insider Daniel M. Gallagher Jr. reported the vesting and settlement of restricted stock units (RSUs) that increased his Class A common stock holdings before shares were withheld for taxes. The filing shows 133,586 RSUs vested and were converted into shares, raising beneficial ownership to 700,473 Class A shares, followed by a withholding disposition of 64,524 shares at $104.03 to satisfy taxes, leaving 635,949 shares beneficially owned. Multiple prior RSU grants (2022, 2023, 2024, 2025) and their scheduled quarterly vesting are disclosed, with aggregate post-transaction holdings shown for each grant series.

Positive

• RSU vesting increased beneficial ownership by 133,586 shares prior to tax withholding, showing continued equity alignment with shareholders
• Clear disclosure of grant vintages and vesting schedules (2022, 2023, 2024, 2025) enhances transparency on executive compensation realization

Negative

• Share withholding of 64,524 shares at $104.03 reduced the reporting person’s post-transaction holdings from 700,473 to 635,949 shares

Insights

Financial Analyst

TL;DR: Insider received substantial equity via RSU vesting, modestly reduced by tax-withholding sale — neutral-to-moderate signal on executive alignment.

The filing documents the standard conversion of RSUs into Class A shares and a corresponding share withholding to satisfy tax obligations. The net increase in fully owned shares prior to withholding signals continued equity compensation realization rather than an opportunistic cash sale. The withholding disposition at a $104.03 price is administrative and commonly used to cover taxes; it does not indicate a broader diversification or exit by the reporting person. For investors, this is routine insider compensation activity reflecting executive alignment with shareholder outcomes rather than a strong liquidity-driven action.

Corporate Governance Expert

TL;DR: RSU vesting and tax-withholding are routine governance disclosures that confirm compensation schedules and internal compliance.

The Form 4 discloses vesting consistent with previously granted RSU schedules under the company's 2021 Omnibus Incentive Plan. The reporting clearly itemizes the original grant vintages and remaining post-transaction holdings for each grant series, supporting transparency around executive compensation realization. The withheld shares to satisfy tax obligations are explicitly noted as not representing a sale by the reporting person beyond tax-related disposition. No departures from expected governance or acceleration terms are reported here.

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

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)
09/01/2025

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	09/01/2025		M		133,586	A	(1)	700,473	D
Class A Common Stock	09/01/2025		F		64,524(2)	D	$104.03	635,949	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
Restricted Stock Units	(1)	09/01/2025		M			28,935	(3)	(3)	Class A Common Stock	28,935	$0	57,871	D
Restricted Stock Units	(1)	09/01/2025		M			66,489	(4)	(4)	Class A Common Stock	66,489	$0	398,937	D
Restricted Stock Units	(1)	09/01/2025		M			24,414	(5)	(5)	Class A Common Stock	24,414	$0	244,141	D
Restricted Stock Units	(1)	09/01/2025		M			13,748	(6)	(6)	Class A Common Stock	13,748	$0	192,467	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

2. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 133,586 RSUs and does not represent a sale by the Reporting Person.

3. On March 24, 2022, the Reporting Person was granted 462,963 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). One-sixteenth (1/16) of these RSUs vested on June 1, 2022, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

4. On March 22, 2023, the Reporting Person was granted 1,063,830 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2023, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

5. On March 20, 2024, the Reporting Person was granted 390,625 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2024, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

6. On March 20, 2025, the Reporting Person was granted 219,962 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2025, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

Remarks:

	/s/ Matthew Yorkavich, attorney-in-fact for Daniel M. Gallagher, Jr.	09/03/2025
	** 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.
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FAQ

What insider transactions did Daniel M. Gallagher Jr. (HOOD) report?

The report shows 133,586 RSUs vested and converted into Class A shares, and 64,524 shares were withheld by Robinhood to satisfy tax withholding at $104.03

How many Class A shares does the reporting person beneficially own after these transactions?

The reporting person beneficially owns 635,949 Class A common shares following the transactions

Do the withheld shares represent a sale by the insider?

No; the filing states the 64,524 shares withheld were to satisfy tax withholding obligations and "does not represent a sale by the Reporting Person"

Which RSU grant years are referenced in the Form 4?

Grant vintages disclosed are 2022, 2023, 2024, and 2025, each with staged quarterly vesting schedules

At what price were the withheld shares accounted for?

The withheld shares are reported with a price of $104.03