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

Rhea-AI Filing Summary

Robinhood Markets, Inc. (HOOD) – Form 4 insider filing (dated 06/26/2025)

Non-employee director Jonathan Rubinstein reported two equity transactions. First, on 06/24/2025 he converted 2,522 restricted stock units (RSUs) into an equal number of Class A common shares (transaction code “M”). The shares were issued at a conversion price of $0, reflecting normal RSU settlement and no open-market purchase or sale. Second, on 06/25/2025 he received a new grant of 3,202 RSUs under the company’s 2021 Omnibus Incentive Plan, consistent with Robinhood’s Non-Employee Director Compensation Program.

Following the transactions, Rubinstein’s direct holdings stand at 18,368 Class A shares and 3,202 unvested RSUs. In addition, a related trust continues to hold 169,424 shares, reflecting a prior intra-family transfer that did not change his economic interest.

No shares were sold, and ownership changes are limited to routine vesting and annual board compensation grants. The amounts involved are immaterial relative to Robinhood’s market capitalization and do not signal a change in insider sentiment beyond normal compensation mechanics.

Insights

Corporate Governance Expert

TL;DR: Routine RSU vesting and grant; no sales, neutral market impact.

The filing reflects standard director compensation activity. Converting 2,522 RSUs into shares simply moves units from derivative to equity status and does not inject cash or signal buying conviction. The new 3,202-unit RSU award follows the board’s compensation schedule and will vest quarterly through 2026, subject to service requirements. Aggregate ownership—about 188k shares when including the trust—remains small versus HOOD’s >1 billion share float. Because there are no disposals, pledges, or unusual option exercises, I view the disclosure as administrative and non-directional. Impact on valuation, liquidity, or governance risk is negligible.

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^*

RUBINSTEIN JONATHAN

(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)
06/24/2025

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	06/24/2025		M		2,522	A	(1)	18,368	D
Class A Common Stock								169,424(2)	I	By 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
Restricted Stock Units	(1)	06/24/2025		M			2,522	(3)	(3)	Class A Common Stock	2,522	$0	0	D
Restricted Stock Units	(1)	06/25/2025		A(4)		3,202		(5)	(5)	Class A Common Stock	3,202	$0	3,202	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. Reflects the prior transfer of 4,528 shares of Class A Common Stock from the Reporting Person to a trust, which transfer effected only a change in the form of beneficial ownership and did not result in any change in the Reporting Person's pecuniary interest in such shares.

3. On June 26, 2024, the Reporting Person was granted 10,085 RSUs under the Robinhood Markets, Inc. ("Robinhood") 2021 Omnibus Incentive Plan (the "2021 Plan"). One-fourth (1/4) of these RSUs vested on October 1, 2024, with the remainder vesting in three (3) equal quarterly installments thereafter (except the final installment will vest no later than the day before Robinhood's 2025 annual meeting of stockholders), 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. This RSU award represents the Reporting Person's annual grant pursuant to the Non-Employee Director Compensation Program of Robinhood and was granted automatically on the date of Robinhood's annual meeting of stockholders.

5. On June 25, 2025, the Reporting Person was granted 3,202 RSUs under Robinhood's 2021 Plan. One-fourth (1/4) of these RSUs will vest on October 1, 2025, with the remainder vesting in three (3) equal quarterly installments thereafter (except the final installment will vest no later than the day before Robinhood's 2026 annual meeting of stockholders), 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/ Brandon Webb, attorney-in-fact for Jonathan Rubinstein	06/26/2025
	** 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 activity was reported for Robinhood (HOOD) on 06/26/2025?

Director Jonathan Rubinstein converted 2,522 RSUs into shares and received a new grant of 3,202 RSUs.

Did the director sell any Robinhood (HOOD) shares in this Form 4?

No. The filing shows only RSU conversion and an RSU grant; no shares were sold.

How many HOOD shares does Jonathan Rubinstein now own directly and indirectly?

Direct: 18,368 shares; Indirect via trust: 169,424 shares; plus 3,202 unvested RSUs.

What are the vesting terms for the new 3,202-unit RSU grant?

25% vests on 10/01/2025, with the remainder vesting in three equal quarterly installments, fully vested before the 2026 annual meeting.

What was the conversion price for the exercised RSUs?

$0 per share, as RSUs convert to shares without cash payment.