HOOD Form 4: Director Rubinstein Adds Shares Via RSU Vesting & Annual Grant
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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 3,202 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,522 | $0.00 | -- |
| Exercise | Class A Common Stock | 2,522 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. 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. 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. 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. 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.
