HOOD Form 4: Tenev PSU Vesting, Sell-to-Cover Sales, Class B Exchange
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class B Common Stock | 3,389,982 | $0.00 | -- |
| Disposition | Class A Common Stock | 3,389,982 | $0.00 | -- |
| Sale | Class A Common Stock | 289,667 | $113.0957 | $32.76M |
| Sale | Class A Common Stock | 1,128,877 | $114.1054 | $128.81M |
| Sale | Class A Common Stock | 1,768,531 | $114.8837 | $203.18M |
| Sale | Class A Common Stock | 335,819 | $115.7576 | $38.87M |
| Sale | Class A Common Stock | 3,038 | $116.4754 | $354K |
| Exercise | Market-Based Performance Stock Units | 6,915,914 | $0.00 | -- |
| Exercise | Class A Common Stock | 6,915,914 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Performance stock units ("PSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. 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. 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. 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. 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. 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. 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. 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. 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. 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.
