Robinhood (HOOD) CTO Jeffrey Pinner details RSU vesting and tax share withholding

Rhea-AI Filing Summary

Robinhood Markets, Inc. Chief Technology Officer Jeffrey Tsvi Pinner reported the vesting of restricted stock units and related share movements in Class A Common Stock. On March 1, 2026, 47,658 and 6,186 RSUs were converted into Class A shares at no exercise price, reflecting equity compensation vesting.

Following these conversions, 53,844 Class A shares were acquired and 27,465 Class A shares were disposed of in a transaction coded "F" at $75.85 per share to satisfy tax withholding obligations. A footnote states these withheld shares were retained by Robinhood to cover taxes and do not represent an open-market sale by Pinner.

Footnotes explain that RSUs convert into Class A Common Stock on a one-for-one basis upon vesting, and describe prior RSU grants made on September 18, 2024 for 762,528 RSUs and on March 20, 2025 for 98,983 RSUs under Robinhood’s 2021 Omnibus Incentive Plan, with vesting in equal quarterly installments contingent on continued service.

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

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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^*

Pinner Jeffrey Tsvi

(Last) (First) (Middle)

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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		53,844	A	(1)	62,977	D
Class A Common Stock	03/01/2026		F		27,465(2)	D	$75.85	35,512	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)	03/01/2026		M			47,658	(3)	(3)	Class A Common Stock	47,658	$0	476,580	D
Restricted Stock Units	(1)	03/01/2026		M			6,186	(4)	(4)	Class A Common Stock	6,186	$0	74,238	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 53,844 RSUs and does not represent a sale by the Reporting Person.

3. On September 18, 2024, the Reporting Person was granted 762,528 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). One-sixteenth (1/16) of these RSUs vested on December 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.

4. On March 20, 2025, the Reporting Person was granted 98,983 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 Jeffrey Pinner	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Robinhood (HOOD) CTO Jeffrey Pinner report?

Jeffrey Pinner reported RSU vesting and related share movements on March 1, 2026. 47,658 and 6,186 restricted stock units converted into Class A Common Stock, plus 53,844 Class A shares were acquired, reflecting equity compensation vesting at a zero exercise price under existing award terms.

Were any of Jeffrey Pinner’s Robinhood (HOOD) shares sold in the open market?

No open-market sale was reported. A transaction for 27,465 Class A shares coded “F” at $75.85 per share represents shares withheld by Robinhood to satisfy tax withholding obligations, according to a footnote, and is not described as a discretionary sale by Pinner.

How do Robinhood (HOOD) RSUs held by Jeffrey Pinner convert into shares?

The filing states restricted stock units convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. This means each vested RSU delivers one Class A share, aligning reported RSU vesting events directly with new share issuances reflected in the ownership totals.

What RSU grants has Robinhood (HOOD) made to CTO Jeffrey Pinner?

Jeffrey Pinner received 762,528 RSUs on September 18, 2024 and 98,983 RSUs on March 20, 2025 under the 2021 Omnibus Incentive Plan. One-sixteenth of each grant vests initially, with the remainder vesting in fifteen equal quarterly installments, subject to continued service and certain acceleration conditions.

What does transaction code “F” mean in this Robinhood (HOOD) Form 4?

Transaction code “F” indicates payment of exercise price or tax liability by delivering securities. Here, 27,465 Class A shares were withheld by Robinhood at $75.85 per share to cover tax obligations arising from RSU vesting, rather than being sold in an open-market transaction.

How is Jeffrey Pinner’s ownership in Robinhood (HOOD) affected by these transactions?

The transactions reflect RSU conversions and tax withholding, with ownership reported as direct. After the March 1, 2026 activity, the table shows updated share totals for RSUs and Class A Common Stock, indicating ongoing equity compensation while some shares are withheld to meet tax requirements.