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Robinhood legal chief vests 112,856 shares; 54K for taxes

Robinhood’s chief legal officer had RSUs vest into Class A shares, with a portion withheld to cover tax obligations rather than sold on the market.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Robinhood Markets, Inc. (HOOD) reported that Chief Legal Officer Daniel Martin Gallagher Jr had 112,856 Restricted Stock Units vest and convert on September 1, 2026 into an equal number of shares of Class A Common Stock. Of these, 54,309 shares were withheld by Robinhood to satisfy tax withholding obligations and are explicitly stated not to be a sale. The vesting relates to multiple RSU grants made between March 2023 and March 2026 under Robinhood’s 2021 Omnibus Incentive Plan. No Rule 10b5-1 trading plan is reported for these transactions.

Positive

  • None.

Negative

  • None.
Insider Gallagher Daniel Martin Jr
Role Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F3 66,490 $0.00 $0.00
Exercise Restricted Stock Units F1, F4 24,414 $0.00 $0.00
Exercise Restricted Stock Units F1, F5 13,747 $0.00 $0.00
Exercise Restricted Stock Units F1, F6 8,205 $0.00 $0.00
Exercise Class A Common Stock F1 112,856 -- --
Tax Withholding Class A Common Stock F2 54,309 $104.81 $5.69M
Holdings After Transaction: Restricted Stock Units — 531,813 contracts (Direct); Class A Common Stock — 519,943 shares (Direct)
Footnotes (6)
  1. F1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
  2. F2. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 112,856 RSUs and does not represent a sale by the Reporting Person.
  3. F3. On March 22, 2023, the Reporting Person was granted 1,063,830 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). One-sixteenth (1/16) of these RSUs vested on June 1, 2023, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, 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. F4. On March 20, 2024, the Reporting Person was granted 390,625 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2024, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, 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 20, 2025, the Reporting Person was granted 219,962 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2025, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, 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.
  6. F6. On March 19, 2026, the Reporting Person was granted 131,282 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2026, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, 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.
RSUs vested and converted 112,856 units RSUs converted into Class A Common Stock on September 1, 2026
Shares withheld for taxes 54,309 shares Withheld to satisfy tax withholding obligations on RSU vesting
Tax-withholding share value $104.81 per share Value reported for 54,309 withheld shares on September 1, 2026
RSU grant March 22, 2023 1,063,830 units Grant to the reporting person under the 2021 Omnibus Incentive Plan
RSU grant March 20, 2024 390,625 units Grant under the 2021 Omnibus Incentive Plan vesting over 16 quarters
RSU grant March 20, 2025 219,962 units Grant under the 2021 Omnibus Incentive Plan vesting over 16 quarters
RSU grant March 19, 2026 131,282 units Grant under the 2021 Omnibus Incentive Plan vesting over 16 quarters
Restricted Stock Units financial
"Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"shares withheld by Robinhood Markets, Inc. to satisfy tax withholding obligations"
2021 Omnibus Incentive Plan financial
"granted RSUs under Robinhood's 2021 Omnibus Incentive Plan"
accelerated vesting financial
"subject to accelerated vesting in certain circumstances"
A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.

FAQ

What did HOOD disclose about Daniel Gallagher Jr’s September 1, 2026 equity transaction?
Robinhood disclosed that 112,856 RSUs held by Chief Legal Officer Daniel Gallagher Jr vested and converted into Class A Common Stock on September 1, 2026, with associated tax withholding handled in shares.

How many HOOD shares were withheld for taxes in this Form 4?
The filing states that 54,309 shares of Robinhood Class A Common Stock were withheld by Robinhood to satisfy tax withholding obligations related to the vesting and settlement of 112,856 RSUs, and that this withholding does not represent a sale by the reporting person.

Were the vested HOOD RSUs on a one-for-one basis into Class A shares?
Yes. The footnotes state that the restricted stock units convert into Class A Common Stock on a one-for-one basis upon vesting and settlement, so 112,856 RSUs produced 112,856 Class A shares before tax withholding.

Were these HOOD transactions under a Rule 10b5-1 trading plan?
No. The Form 4 indicates that the Rule 10b5-1 checkbox is not marked, and there is no footnote describing a 10b5-1 or other pre-arranged trading plan for the reported vesting and withholding transactions.

What was the price used for the HOOD tax-withholding share disposition?
For the 54,309 shares withheld for tax obligations, the Form 4 reports a value of $104.81 per share, identifying the transaction as payment of tax liability by delivering or withholding securities rather than an open-market sale.

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SEC Form 4
FORM 4UNITED 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*
Gallagher Daniel Martin Jr
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026M112,856A(1)574,252D
Class A Common Stock09/01/2026F54,309(2)D$104.81519,943D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/01/2026M66,490 (3) (3)Class A Common Stock66,490$0132,979D
Restricted Stock Units(1)09/01/2026M24,414 (4) (4)Class A Common Stock24,414$0146,485D
Restricted Stock Units(1)09/01/2026M13,747 (5) (5)Class A Common Stock13,747$0137,477D
Restricted Stock Units(1)09/01/2026M8,205 (6) (6)Class A Common Stock8,205$0114,872D
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. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 112,856 RSUs and does not represent a sale by the Reporting Person.
3. On March 22, 2023, the Reporting Person was granted 1,063,830 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). One-sixteenth (1/16) of these RSUs vested on June 1, 2023, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, 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. On March 20, 2024, the Reporting Person was granted 390,625 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2024, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, 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 20, 2025, the Reporting Person was granted 219,962 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2025, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, 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.
6. On March 19, 2026, the Reporting Person was granted 131,282 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2026, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, 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:
Exhibit 24 - Power of Attorney
/s/ Maureen Montgomery, attorney-in-fact for Daniel M. Gallagher, Jr.09/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR