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

Rhea-AI Filing Summary

Jeffrey Tsvi Pinner, Chief Technology Officer of Robinhood Markets, Inc. (HOOD), reported changes in his beneficial ownership on Form 4. On 09/01/2025 a tranche of restricted stock units (RSUs) vested and were settled. The filing shows 53,844 RSUs converted to Class A common stock and were reported as acquired, with 27,343 shares withheld by the company to satisfy tax-withholding obligations at an indicated price of $104.03 per share. The filing also reports two RSU-related entries of 47,658 and 6,186 units reflected in the derivative table; the RSUs convert one-for-one into Class A common stock upon vesting. Following these transactions, the reporting person’s beneficial ownership totals are shown as 571,896 and 86,611 shares for the respective RSU grants shown. The transactions were signed by an attorney-in-fact on behalf of Mr. Pinner on 09/03/2025.

Positive

• RSU vesting recorded, converting equity compensation into Class A common stock and increasing the reporting person's direct holdings.
• Transparent disclosure of tax-withholding treatment and explicit reference to the 2021 Omnibus Incentive Plan and vesting schedule.

Negative

• Shares withheld for taxes (27,343 shares) reduced the net issued shares from the vesting event rather than showing a cashless or market sale.

Insights

Financial Analyst

TL;DR: CTO RSU vesting increased reported shareholdings; tax-withholding reduced issued shares.

The Form 4 discloses routine equity compensation vesting for a senior executive. The conversion of RSUs into Class A common stock increases the executive’s direct holdings by the vested amount while the company withheld 27,343 shares to satisfy tax obligations at a reported price of $104.03, which is recorded as a disposition for withholding purposes rather than an open-market sale. The filing reports aggregate beneficial ownership figures tied to two separate grant pools, indicating meaningful remaining unvested and vested compensation balances. These disclosures are standard for executive compensation events and primarily affect share count and insider ownership transparency rather than indicating a change in corporate strategy.

Corporate Governance Expert

TL;DR: Disclosure aligns with expected practice for RSU vesting and tax withholding; no governance red flags shown.

The Form 4 provides clear disclosure that RSUs vested and were settled and that shares were withheld for tax purposes. The filing references grants under the 2021 Omnibus Incentive Plan and details vesting schedules in the explanatory notes, including 1/16th initial vesting and subsequent quarterly installments. The presence of attorney-in-fact signature is noted and properly executed. There are no indications of pledging, transfers to affiliates, or sales that would raise immediate governance concerns in this filing alone.

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
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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^*

Pinner Jeffrey Tsvi

(Last) (First) (Middle)

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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		53,844	A	(1)	56,888	D
Class A Common Stock	09/01/2025		F		27,343(2)	D	$104.03	29,545	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)	09/01/2025		M			47,658	(3)	(3)	Class A Common Stock	47,658	$0	571,896	D
Restricted Stock Units	(1)	09/01/2025		M			6,186	(4)	(4)	Class A Common Stock	6,186	$0	86,611	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. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 53,844 RSUs and does not represent a sale by the Reporting Person.

3. On September 18, 2024, the Reporting Person was granted 762,528 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). One-sixteenth (1/16) of these RSUs vested on December 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.

4. On March 20, 2025, the Reporting Person was granted 98,983 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.

Remarks:

	/s/ Matthew Yorkavich, attorney-in-fact for Jeffrey Pinner	09/03/2025
	** 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

What did Jeffrey Pinner report on Form 4 for HOOD?

The filing reports RSU vesting and settlement on 09/01/2025, conversion of 53,844 RSUs to Class A common stock, and 27,343 shares withheld for tax withholding.

How many RSUs or derivative units are shown in the filing?

The Form 4 shows RSU-related entries of 53,844, 47,658, and 6,186 units in the transaction tables and explanatory note referencing larger grant totals.

At what price were shares withheld for taxes?

The filing indicates the tax-withholding disposition involved 27,343 shares at $104.03 per share.

Do the RSUs convert to common shares one-for-one?

Yes. The explanatory notes state that the restricted stock units convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

What are the reported beneficial ownership totals after the transaction?

The filing shows beneficial ownership figures of 571,896 and 86,611 shares associated with the RSU grant pools reported in the form.