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Robinhood (HOOD) director sale: 1,330,000 shares via Living Trust

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Robinhood Markets (HOOD): Insider transaction reported. A reporting person affiliated with the company’s board, through a Living Trust, executed transactions on 11/07/2025 involving an automatic conversion and sale of shares. The trust’s 1,330,000 shares of Class B Common Stock automatically converted into an equal number of Class A shares in connection with the sales.

The converted Class A shares were sold in multiple tranches: 630,852 at a weighted-average price of $127.9672, 559,473 at $128.6604, 104,998 at $129.7776, and 34,677 at $130.5365. The filing notes these trades were executed in multiple transactions within disclosed price ranges and undertakes to provide full trade details upon request.

Following these transactions, the Living Trust reported 47,682,514 shares of Class B Common Stock beneficially owned indirectly.

Positive

  • None.

Negative

  • None.

Insights

Director sold 1.33M shares via Class B-to-A conversion, reducing super-voting stock by the same amount; sizable but routine ownership change.

On 11/07/2025, a Director, through a living trust, effected the sale of 1,330,000 shares by converting the same number of Class B into Class A and selling those shares. The sale executed across multiple trades with reported weighted-average prices of $127.9672, $128.6604, $129.7776, and $130.5365. Following these transactions, indirect holdings of Class A reported in Table I were reduced to 0.

Table II shows the reporting person continues to beneficially own 47,682,514 shares of Class B indirectly after the sale. The conversion and sale decrease the outstanding Class B count by 1,330,000 and increase the publicly traded Class A float by the same number. The filing discloses that sales were executed in price ranges and that full trade details are available upon request.

This matters because Class B typically carries higher voting rights; reducing it by 1,330,000 shifts a portion of voting power away from super-voting shares. Items to watch include any further Class B conversions or sales by the same reporting person and subsequent Section 16 filings. The transaction date is 11/07/2025, which provides a clear point for monitoring any follow-on activity.

Insider Bhatt Baiju
Role Director
Sold 1,330,000 shs ($170.86M)
Type Security Shares Price Value
Conversion Class B Common Stock 1,330,000 $0.00 --
Conversion Class A Common Stock 1,330,000 $0.00 --
Sale Class A Common Stock 630,852 $127.9672 $80.73M
Sale Class A Common Stock 559,473 $128.6604 $71.98M
Sale Class A Common Stock 104,998 $129.7776 $13.63M
Sale Class A Common Stock 34,677 $130.5365 $4.53M
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 47,682,514 shares (Indirect, By Living Trust); Class A Common Stock — 1,330,000 shares (Indirect, By Living Trust); Class A Common Stock — 887 shares (Direct)
Footnotes (1)
  1. As part of the transactions effected on November 7, 2025, the Living Trust sold an aggregate of 1,330,000 shares of its Class B Common Stock, resulting in an automatic conversion of the same amount of shares into Class A Common Stock upon execution of the sales. This transaction was executed in multiple trades during the day at prices ranging from $127.27 to $128.26. 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 $128.27 to $129.26. 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 $129.27 to $130.26. 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 $130.27 to $130.98. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Bhatt Baiju
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025
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 11/07/2025 C 1,330,000 A (1) 1,330,000 I By Living Trust
Class A Common Stock 11/07/2025 S 630,852 D $127.9672 699,148(2) I By Living Trust
Class A Common Stock 11/07/2025 S 559,473 D $128.6604 139,675(3) I By Living Trust
Class A Common Stock 11/07/2025 S 104,998 D $129.7776 34,677(4) I By Living Trust
Class A Common Stock 11/07/2025 S 34,677 D $130.5365 0(5) I By Living Trust
Class A Common Stock 887 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
Class B Common Stock (1) 11/07/2025 C 1,330,000 (1) (1) Class A Common Stock 1,330,000 $0 47,682,514 I By Living Trust
Explanation of Responses:
1. As part of the transactions effected on November 7, 2025, the Living Trust sold an aggregate of 1,330,000 shares of its Class B Common Stock, resulting in an automatic conversion of the same amount of shares into Class A Common Stock upon execution of the sales.
2. This transaction was executed in multiple trades during the day at prices ranging from $127.27 to $128.26. 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. This transaction was executed in multiple trades during the day at prices ranging from $128.27 to $129.26. 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 $129.27 to $130.26. 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 $130.27 to $130.98. 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.
Remarks:
/s/ Matthew Yorkavich, attorney-in- fact for Baiju Bhatt 11/10/2025
** 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

FAQ

How many shares did HOOD’s reporting person sell on 11/07/2025?

The Living Trust sold Class A shares totaling 1,330,000, which were created by automatic conversion from Class B shares.

What were the weighted-average sale prices for the HOOD insider sales?

Tranches were sold at weighted-average prices of $127.9672, $128.6604, $129.7776, and $130.5365.

What triggered the conversion from Class B to Class A for HOOD shares?

The filing states an automatic conversion of 1,330,000 Class B shares into Class A upon execution of the sales.

What share class holdings remain after the reported HOOD transactions?

The Living Trust reported 47,682,514 shares of Class B Common Stock beneficially owned indirectly after the transactions.

Were the HOOD sales executed in single or multiple trades?

They were executed in multiple trades within price ranges disclosed for each tranche, with weighted-average prices reported.

What is the relationship of the reporting person to HOOD?

The reporting person is a Director of Robinhood Markets, Inc., with holdings reported indirectly by a Living Trust.