Robinhood (HOOD) CFO logs RSU vesting, tax-withheld shares and updated holdings

Rhea-AI Filing Summary

Robinhood Markets, Inc. Chief Financial Officer Shiv Verma reported routine equity compensation activity involving restricted stock units (RSUs). On June 1, 2026, RSUs converted into Class A Common Stock, with 33,322 RSUs vesting and settling. Of these, 16,955 shares were withheld by Robinhood to cover tax obligations at an implied value of $94.30 per share, which the filing specifies is not an open-market sale by Verma. Following these transactions, Verma directly holds 63,911 shares of Class A Common Stock. Footnotes also note RSU grants on March 19, 2025 and March 19, 2026 under Robinhood’s 2021 Omnibus Incentive Plan, along with a separate acquisition of 233 shares in May 2026 through the 2021 Employee Share Purchase Plan.

Insider Trade Summary

Net Buyer: 16,367 shares

Net Buy 4 txns

Insider Verma Shiv

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	9,692	$0.00	$0.00
Exercise	Restricted Stock Units	23,630	$0.00	$0.00
Exercise	Class A Common Stock	33,322	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	16,955	$94.30	$1.60M

Holdings After Transaction: Restricted Stock Units — 280,523 shares (Direct); Class A Common Stock — 63,911 shares (Direct)

Footnotes (5)

1. F1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
2. F2. Reflects the acquisition of 233 shares in May 2026 under the Robinhood Markets, Inc. ("Robinhood") 2021 Employee Share Purchase Plan.
3. F3. Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting and settlement of 33,322 RSUs and does not represent a sale by the Reporting Person.
4. F4. On March 19, 2025, the Reporting Person was granted 129,228 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). Ten percent (10%) of the RSUs vested on June 1, 2025 and on each subsequent three-month anniversary until forty percent (40%) of the award is fully vested; seven and one-half percent (7.5%) shall vest on the fifteen-month anniversary and on each subsequent three-month anniversary until an additional thirty percent (30%) is vested; five percent (5%) shall vest on the twenty-seven-month anniversary on each subsequent three-month anniversary until an additional twenty percent (20%) is vested; and two and on-half percent (2.5%) shall vest on the thirty-nine-month anniversary and on each subsequent three-month anniversary until the remaining ten percent (10%) is vested, 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.
5. F5. On March 19, 2026, the Reporting Person was granted 236,308 RSUs under the 2021 Plan. Ten percent (10%) of the RSUs vested on June 1, 2026 and on each subsequent three-month anniversary until forty percent (40%) of the award is fully vested; seven and one-half percent (7.5%) shall vest on the fifteen-month anniversary and on each subsequent three-month anniversary until an additional thirty percent (30%) is vested; five percent (5%) shall vest on the twenty-seven-month anniversary on each subsequent three-month anniversary until an additional twenty percent (20%) is vested; and two and one-half percent (2.5%) shall vest on the thirty-nine-month anniversary and on each subsequent three-month anniversary until the remaining ten percent (10%) is vested, 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.

Key Figures

Tax-withheld shares: 16,955 shares RSUs vesting and settling: 33,322 RSUs Post-transaction holdings: 63,911 shares +4 more

7 metrics

Tax-withheld shares 16,955 shares Class A Common Stock withheld for tax obligations at $94.30 per share

RSUs vesting and settling 33,322 RSUs RSUs that vested and settled into Class A Common Stock on June 1, 2026

Post-transaction holdings 63,911 shares Class A Common Stock directly held by Shiv Verma after transactions

2025 RSU grant size 129,228 RSUs Grant to Shiv Verma on March 19, 2025 under 2021 Omnibus Incentive Plan

2026 RSU grant size 236,308 RSUs Grant to Shiv Verma on March 19, 2026 under 2021 Omnibus Incentive Plan

ESPP purchase 233 shares Acquired in May 2026 under the 2021 Employee Share Purchase Plan

Implied tax price $94.30 per share Value used for shares withheld to cover tax withholding obligations

Key Terms

Restricted stock units ("RSUs"), 2021 Omnibus Incentive Plan, Employee Share Purchase Plan, tax withholding obligations, +1 more

5 terms

Restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2021 Omnibus Incentive Plan financial

"On March 19, 2025, the Reporting Person was granted 129,228 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan")."

Employee Share Purchase Plan financial

"Reflects the acquisition of 233 shares in May 2026 under the Robinhood Markets, Inc. ("Robinhood") 2021 Employee Share Purchase Plan."

A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.

tax withholding obligations financial

"Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting and settlement of 33,322 RSUs"

accelerated vesting financial

"subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/03/2026 - 04:54 PM Accepted by SEC EDGAR 06/03/2026 - 04:54 PM Learn about SEC filing dates

FAQ

What did Robinhood (HOOD) CFO Shiv Verma report in this Form 4?

Robinhood CFO Shiv Verma reported RSU vesting that converted into Class A Common Stock, along with shares withheld to cover tax obligations. The transactions reflect routine equity compensation activity rather than open-market share purchases or sales.

Did the Robinhood (HOOD) CFO sell shares in the open market in this filing?

No, the filing states shares were withheld by Robinhood to satisfy tax withholding obligations tied to RSU vesting. It explicitly notes this does not represent a sale by the reporting person, so there is no open-market selling in this Form 4.

How many Robinhood (HOOD) shares does CFO Shiv Verma hold after these transactions?

After the June 1, 2026 transactions, Shiv Verma directly holds 63,911 shares of Robinhood Class A Common Stock. This figure comes from the post-transaction balance shown for the non-derivative Class A Common Stock entry in the Form 4.

What RSU grants to the Robinhood (HOOD) CFO are described in this Form 4?

The filing notes RSU grants on March 19, 2025 for 129,228 RSUs and on March 19, 2026 for 236,308 RSUs under Robinhood’s 2021 Omnibus Incentive Plan. Both grants vest in detailed quarterly tranches, subject to continued service and possible accelerated vesting.

Why were 16,955 Robinhood (HOOD) shares withheld in this Form 4?

The Form 4 reports 16,955 Class A shares withheld by Robinhood to satisfy tax withholding obligations associated with the vesting and settlement of 33,322 RSUs. A footnote clarifies this tax-withholding disposition does not represent a sale by CFO Shiv Verma.

What additional share acquisition by the Robinhood (HOOD) CFO is mentioned?

A footnote states that Shiv Verma acquired 233 shares in May 2026 under the Robinhood Markets, Inc. 2021 Employee Share Purchase Plan. This purchase is separate from the RSU-related vesting and tax-withholding transactions reported on June 1, 2026.

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
Estimated average burden
hours per response:			0.5

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^*

Verma Shiv

(Last) (First) (Middle)

C/O ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/01/2026		M		33,322	A	(1)	80,866(2)	D
Class A Common Stock	06/01/2026		F		16,955(3)	D	$94.3	63,911	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)	06/01/2026		M			9,692	(4)	(4)	Class A Common Stock	9,692	$0	67,845	D
Restricted Stock Units	(1)	06/01/2026		M			23,630	(5)	(5)	Class A Common Stock	23,630	$0	212,678	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 acquisition of 233 shares in May 2026 under the Robinhood Markets, Inc. ("Robinhood") 2021 Employee Share Purchase Plan.

3. Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting and settlement of 33,322 RSUs and does not represent a sale by the Reporting Person.

4. On March 19, 2025, the Reporting Person was granted 129,228 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). Ten percent (10%) of the RSUs vested on June 1, 2025 and on each subsequent three-month anniversary until forty percent (40%) of the award is fully vested; seven and one-half percent (7.5%) shall vest on the fifteen-month anniversary and on each subsequent three-month anniversary until an additional thirty percent (30%) is vested; five percent (5%) shall vest on the twenty-seven-month anniversary on each subsequent three-month anniversary until an additional twenty percent (20%) is vested; and two and on-half percent (2.5%) shall vest on the thirty-nine-month anniversary and on each subsequent three-month anniversary until the remaining ten percent (10%) is vested, 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.

5. On March 19, 2026, the Reporting Person was granted 236,308 RSUs under the 2021 Plan. Ten percent (10%) of the RSUs vested on June 1, 2026 and on each subsequent three-month anniversary until forty percent (40%) of the award is fully vested; seven and one-half percent (7.5%) shall vest on the fifteen-month anniversary and on each subsequent three-month anniversary until an additional thirty percent (30%) is vested; five percent (5%) shall vest on the twenty-seven-month anniversary on each subsequent three-month anniversary until an additional twenty percent (20%) is vested; and two and one-half percent (2.5%) shall vest on the thirty-nine-month anniversary and on each subsequent three-month anniversary until the remaining ten percent (10%) is vested, 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 Shiv Verma	06/03/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)