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

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4
Insider Warnick Jason
Role Chief Financial Officer
Sold 175,000 shs ($15.77M)
Approx. gross sale proceeds $15.77M
Approx. exercise cost $1.04M
Type Security Shares Price Value
Exercise Restricted Stock Units 19,290 $0.00 $0.00
Exercise Class A Common Stock 19,290 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 7,829 $93.63 $733K
Exercise Employee Stock Option (right to buy) 175,000 $0.00 $0.00
Exercise Class A Common Stock 175,000 $5.93 $1.04M
Sale Class A Common Stock 175,000 $90.087 $15.77M
Holdings After Transaction: Employee Stock Option (right to buy) — 375,000 contracts (Direct); Restricted Stock Units — 38,580 contracts (Direct); Class A Common Stock — 610,258 shares (Direct)
Footnotes (6)
  1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 14, 2025.
  2. F2. This transaction was executed in multiple trades during the day at prices ranging from $90.00 to $90.28. 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.
  3. F3. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
  4. F4. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 19,290 RSUs and does not represent a sale by the Reporting Person.
  5. F5. On December 15, 2018, the Reporting Person was granted an option to purchase 700,000 shares of Common Stock under Robinhood's Amended and Restated 2013 Stock Plan, which option was amended and restated on January 13, 2020. This option vested and became exercisable as to one-fourth (1/4) of those shares on December 4, 2019, with the remainder scheduled to vest and become exercisable in thirty-six (36) equal monthly installments thereafter, 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 24, 2022, the Reporting Person was granted 77,160 RSUs under Robinhood's 2021 Omnibus Incentive Plan. One-fourth (1/4) of these RSUs vested on April 1, 2025, with the remainder scheduled to vest in three (3) 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.

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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).
X
 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*
Warnick Jason
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025
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 06/30/2025 M 175,000 A $5.93 773,797 D
Class A Common Stock 06/30/2025 S 175,000(1) D $90.087(2) 598,797 D
Class A Common Stock 07/01/2025 M 19,290 A (3) 618,087 D
Class A Common Stock 07/01/2025 F 7,829(4) D $93.63 610,258 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
Employee Stock Option (right to buy) $5.93 06/30/2025 M 175,000 (5) 12/14/2028 Class A Common Stock 175,000 $0 375,000 D
Restricted Stock Units (3) 07/01/2025 M 19,290 (6) (6) Class A Common Stock 19,290 $0 38,580 D
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 14, 2025.
2. This transaction was executed in multiple trades during the day at prices ranging from $90.00 to $90.28. 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.
3. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
4. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 19,290 RSUs and does not represent a sale by the Reporting Person.
5. On December 15, 2018, the Reporting Person was granted an option to purchase 700,000 shares of Common Stock under Robinhood's Amended and Restated 2013 Stock Plan, which option was amended and restated on January 13, 2020. This option vested and became exercisable as to one-fourth (1/4) of those shares on December 4, 2019, with the remainder scheduled to vest and become exercisable in thirty-six (36) equal monthly installments thereafter, 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 24, 2022, the Reporting Person was granted 77,160 RSUs under Robinhood's 2021 Omnibus Incentive Plan. One-fourth (1/4) of these RSUs vested on April 1, 2025, with the remainder scheduled to vest in three (3) 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:
Warnick POA
/s/ Lucas Moskowitz, attorney-in-fact for Jason Warnick 07/02/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR