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

Rhea-AI Filing Summary

Robinhood Markets, Inc. (HOOD) – Form 4 filing dated 07/03/2025

Chief Executive Officer and Co-Founder Vladimir Tenev reported a pre-planned Rule 10b5-1 transaction executed on 07/01/2025. The filing shows:

• Automatic conversion of 750,000 Class B shares into 750,000 Class A shares immediately prior to sale.
• Sale of the 750,000 Class A shares at a weighted-average price of $93.2731 (intraday range $89.79–$99.11), generating proceeds of roughly $70 million.
• Remaining direct Class A ownership: 0 shares; indirect Class A holdings through a living trust: 6,907 shares.
• Ongoing economic interest: 47,367,360 Class B shares (super-voting), preserving effective control despite the sale.

The disposition represents less than 2% of Tenev’s total Class B holdings and was executed under a previously adopted 10b5-1 plan dated 08/19/2024, indicating a structured diversification rather than an opportunistic sale.

Positive

• CEO maintains significant control through 47.4 million Class B super-voting shares, limiting any governance disruption.

Negative

• Insider sale of 750,000 shares (~$70 m) may signal reduced near-term confidence and can apply technical selling pressure.

Insights

Equity Research Analyst

TL;DR: CEO sells 750k shares (~$70 m) via 10b5-1; control intact—slightly negative sentiment but limited governance impact.

The sale reduces Vladimir Tenev’s liquid Class A position to zero, yet he retains more than 47 million Class B shares, so his voting power remains virtually unchanged. Although insider selling often pressures sentiment, the trade was pre-scheduled under a 10b5-1 plan and equals a small fraction of his stake (<2%). The dollar amount is material but unlikely to affect the firm’s strategic direction or capital structure. I view the event as modestly negative for short-term perception but not fundamentally impactful.

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^*

Tenev Vladimir

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		C		750,000	A	(1)	750,000	D
Class A Common Stock	07/01/2025		S(2)		750,000	D	$93.2731(3)	0	D
Class A Common Stock								6,907	I	By Living Trust

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)	07/01/2025		C			750,000	(1)	(1)	Class A Common Stock	750,000	$0	47,367,360	D

Explanation of Responses:

1. As part of the transaction effected on July 1, 2025 pursuant to the Rule 10b5-1 trading plan adopted by the Reporting Person on August 19, 2024 ("Tenev 10b5-1 plan"), the Reporting Person sold 750,000 shares of his Class B Common Stock, resulting in an automatic conversion of the shares into Class A Common Stock upon execution of the sale.

2. This transaction was effected pursuant to the Tenev 10b5-1 plan.

3. This transaction was executed in multiple trades during the day at prices ranging from $89.79 to $99.11. 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:

Tenev POA

	/s/ Lucas Moskowitz, attorney-in-fact for Vladimir Tenev	07/03/2025
	** 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.

FAQ

How many Robinhood (HOOD) shares did CEO Vladimir Tenev sell?

He sold 750,000 Class A shares that were converted from Class B stock.

What was the average sale price of the shares?

The weighted-average sale price was $93.2731, with trades between $89.79 and $99.11.

Was the sale part of a 10b5-1 trading plan?

Yes. The transaction followed a Rule 10b5-1 plan adopted on 08/19/2024.

How many shares does Vladimir Tenev still own after the sale?

He retains 47,367,360 Class B shares and 6,907 Class A shares held indirectly via a trust.

Does the sale affect Vladimir Tenev’s voting control over Robinhood?

No. Class B shares carry super-voting rights, so his voting control remains largely unchanged.