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

Rhea-AI Filing Summary

Vladimir Tenev, CEO and Director of Robinhood Markets, Inc. (HOOD), reported settlement and related sales tied to vested performance stock units (PSUs). On 09/12/2025 a tranche of 6,915,914 PSUs converted into Class A common stock upon vesting. On 09/15/2025 the reporting person sold multiple blocks of Class A shares totaling 5,563,752 shares at weighted-average prices ranging from $113.0957 to $116.4754 per share, described as a mandatory sale to satisfy tax withholding for the PSU settlement. Following additional reporting entries, 3,389,982 shares were exchanged into Class B common stock and a subsequent disposition on 09/16/2025 reduced reported Class A holdings to zero. The filing discloses the original PSU award and the share-price goals that governed vesting.

Positive

• Disclosure clarity: The filing provides detailed explanations of PSU vesting, price ranges for executed trades, and the equity exchange right.
• Use of exchange right: The Reporting Person exercised the IPO-era Equity Exchange Right to convert 3,389,982 Class A shares into Class B shares, preserving governance-linked ownership.

Negative

• Significant insider sales: A large volume of Class A shares (5,563,752) was sold over 09/15/2025, which is material liquidity by the CEO.
• Reduction of reported Class A holdings to zero: Reported direct Class A ownership was reduced to zero following dispositions, changing the public float profile for insider-held Class A shares.

Insights

Securities Analyst

TL;DR: CEO Tenev had a large PSU settlement with mandatory sell-to-cover transactions; ownership structure changed via exchange to Class B shares.

The filing documents a material vesting event: 6,915,914 PSUs converted to Class A shares on 09/12/2025 and settled on 09/15/2025. The Reporting Person executed multiple sales the same week—described as mandatory to cover tax withholding—totaling 5,563,752 Class A shares at weighted-average prices between $113.0957 and $116.4754. Separately, 3,389,982 Class A shares were exchanged into Class B common stock under an equity exchange right tied to pre-IPO RSUs. These transactions materially altered the reporting person’s mix of Class A and Class B shares and reduced reported direct Class A holdings to zero as of the last disposition. For investors, the filing is significant as it clarifies dilution mechanics, insider liquidity and governance-linked share-class movements.

Corporate Governance Expert

TL;DR: The report shows routine executive equity settlement and use of an IPO-era exchange right to convert vested RSU shares to Class B stock.

The explanation section confirms the PSUs were part of a 2019 grant with specific share-price hurdles and that the CEO retains an Equity Exchange Right allowing conversion of certain post-settlement Class A shares into Class B shares on a one-for-one basis. The filing notes the exchange right applies to RSUs granted before the IPO and documents an exercise of that right for 3,389,982 shares. This demonstrates corporate governance provisions (multi-class capital structure and exchange mechanics) functioning as designed and indicates the CEO preserves governance-linked Class B holdings after satisfying tax obligations via sell-to-cover. The disclosure is complete on mechanics and avoids speculative interpretation.

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).

1. Name and Address of Reporting Person^*

Tenev Vladimir

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		M		6,915,914	A	(1)	6,915,914	D
Class A Common Stock	09/15/2025		S(2)		289,667	D	$113.0957(3)	6,626,247	D
Class A Common Stock	09/15/2025		S(2)		1,128,877	D	$114.1054(4)	5,497,370	D
Class A Common Stock	09/15/2025		S(2)		1,768,531	D	$114.8837(5)	3,728,839	D
Class A Common Stock	09/15/2025		S(2)		335,819	D	$115.7576(6)	3,393,020	D
Class A Common Stock	09/15/2025		S(2)		3,038	D	$116.4754(7)	3,389,982	D
Class A Common Stock	09/16/2025		D(8)		3,389,982	D	(8)	0	D
Class A Common Stock								6,907	I	By Living 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
Market-Based Performance Stock Units	(9)	09/12/2025		M			6,915,914	(9)	12/31/2025	Common Stock	6,915,914	$0	0	D
Class B Common Stock	(10)	09/16/2025		A(8)		3,389,982		(10)	(10)	Class A Common Stock	3,389,982	(8)	50,257,342	D

Explanation of Responses:

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

2. Represents a mandatory sale of a sufficient number of shares to cover the tax withholding liability associated with the vesting and settlement of the 6,915,914 PSUs reported above. Sale occurred for purposes of satisfying tax obligations and does not represent a discretionary sale by the Reporting Person.

3. This transaction was executed in multiple trades during the day at prices ranging from $112.45 to $113.44. 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.

4. This transaction was executed in multiple trades during the day at prices ranging from $113.45 to $114.445. 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.

5. This transaction was executed in multiple trades during the day at prices ranging from $114.45 to $115.44. 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.

6. This transaction was executed in multiple trades during the day at prices ranging from $115.45 to $116.43. 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.

7. This transaction was executed in multiple trades during the day at prices ranging from $116.45 to $116.50. 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.

8. In connection with Robinhood Markets, Inc. ("Robinhood")'s initial public offering ("IPO"), Robinhood entered into an equity exchange right agreement with the Reporting Person and related entities. Pursuant to the equity exchange right agreement, the Reporting Person has a right (an "Equity Exchange Right") to require Robinhood to exchange, for shares of Class B Common Stock, any shares of Class A Common Stock received by him upon the vesting and settlement of restricted stock units ("RSUs"). The Equity Exchange Right applies only to RSUs granted to the Reporting Person prior to the closing of Robinhood's IPO on July 29, 2021. Such RSUs include the PSUs that settled on September 15, 2025 for 3,389,982 shares of Class A Common Stock and for which the Reporting Person has exercised his right to require Robinhood to exchange for shares of Class B Common Stock on a one-for-one basis pursuant to the equity exchange right agreement.

9. On October 8, 2019, the Reporting Person was granted 13,831,829 PSUs under Robinhood's Amended and Restated 2013 Stock Plan. Portions of the award become eligible to vest based on share- price goals of $30.45 (20% portion), $50.75 (30% portion), and $101.50 (50% portion). Following the IPO, these goals are tested based on our trailing 60-trading-day average daily VWAP. When a share price goal is achieved, half of the PSUs allocated to that level vest immediately, with the other half vesting on a time-based service schedule ending on August 1, 2024, subject to the Reporting Person's continued service through the applicable share price goal achievement date. Because the time-based vesting schedule has been satisfied, the Reporting Person becomes vested in full in any tranche that satisfies the share price goal, subject to his continued service as of such achievement. This transaction reflects the settlement on September 15, 2025 of 6,915,914 PSUs allocated to $101.50 share price goal.

10. Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis (a) at the holder's election, (b) upon certain transfers of such shares, or (c) in connection with the holder's death or disability in certain circumstances and, if not previously converted, will so convert at the earlier of (i) certain dates determined either by a vote of the holders of the shares of Class B Common Stock or by Robinhood's Board of Directors as described in Robinhood's Charter or (ii) August 2, 2036.

Remarks:

	/s/ Matthew Yorkavich, attorney-in-fact for Vladimir Tenev	09/16/2025
	** 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 occurred in Vladimir Tenev's Form 4 for HOOD?

Key facts: 6,915,914 PSUs settled into Class A stock on 09/12/2025; mandatory sell-to-cover sales of 5,563,752 shares occurred on 09/15/2025 at weighted-average prices between $113.0957 and $116.4754; 3,389,982 shares were exchanged into Class B stock.

Why were shares sold on 09/15/2025 according to the filing?

Answer: The filing states the sales represented a mandatory sale to satisfy tax withholding liabilities associated with the vesting and settlement of the PSUs.

What is the Equity Exchange Right referenced in the Form 4?

Answer: An IPO-era agreement allowing the Reporting Person to require Robinhood to exchange certain Class A shares received from pre-IPO RSUs for Class B Common Stock on a one-for-one basis; it applied to 3,389,982 settled shares.

How many PSUs vested and what triggered vesting?

Answer: 6,915,914 PSUs allocated to the $101.50 share-price goal settled; the original PSU grant from 2019 vests based on specified share-price goals and a post-IPO VWAP testing regime.

What prices were reported for the executed share sales?

Answer: Weighted-average prices reported range from $113.0957 to $116.4754, with intra-day trade price ranges disclosed for each block of sales.