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

Rhea-AI Filing Summary

Robinhood Markets, Inc. (HOOD) – Form 4 insider transaction: On 07/07/2025, Chief Technology Officer Jeffrey T. Pinner disposed of 5,864 Class A common shares at a weighted-average price of $93.5118, generating roughly $0.55 million in gross proceeds. The sale was executed pursuant to a Rule 10b5-1 trading plan adopted on 11/11/2024, indicating it was pre-scheduled rather than discretionary. Following the transaction, Pinner’s directly held stake fell to 8,908 Class A shares. No derivative securities were involved, and the filing discloses no additional transactions. Given Robinhood’s large share count, the sale represents a de-minimis fraction of total outstanding shares and does not affect control or capital structure. The Form 4 was signed on 07/09/2025 by attorney-in-fact Matthew Yorkavich.

Insights

Financial Analyst

TL;DR: Small, pre-planned insider sale; immaterial to HOOD’s valuation or governance.

The 5,864-share disposition equates to roughly 0.0005 % of Robinhood’s outstanding shares—far below any materiality threshold. Because the trade was executed under a Rule 10b5-1 plan adopted months earlier, it does not signal management’s near-term view on the stock. Pinner retains 8,908 shares, so the filing does not suggest a meaningful reduction in ownership or commitment. From a valuation standpoint, the roughly $0.55 million transaction has no impact on liquidity, earnings, or dilution; therefore, I classify the market impact as neutral.

Corporate Governance Expert

TL;DR: Governance-neutral event; compliant 10b5-1 plan limits concern over timing.

Use of an established 10b5-1 plan mitigates the risk of opportunistic trading and aligns with SEC best practices for insider transactions. The CTO’s remaining stake ensures continued alignment, and no red flags such as accelerated vesting or undisclosed derivative positions are present. Accordingly, I view the filing as routine with no governance implications.

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^*

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)
07/07/2025

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	07/07/2025		S(1)		5,864	D	$93.5118(2)	8,908	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

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 11, 2024.

2. This transaction was executed in multiple trades during the day at prices ranging from $91.83 to $95.39. 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:

Pinner POA

	/s/ Matthew Yorkavich, attorney-in-fact for Jeffrey Pinner	07/09/2025
	** 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 CTO Jeffrey Pinner sell?

He sold 5,864 Class A common shares on 07/07/2025.

At what price were the HOOD shares sold?

The weighted-average sale price was $93.5118, with individual trades executed between $91.83 and $95.39.

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

Yes. The sale was executed under a Rule 10b5-1 plan adopted on 11/11/2024.

How many HOOD shares does the CTO own after the transaction?

Following the sale, Jeffrey Pinner directly owns 8,908 Class A shares.

Does this filing signal a change in Robinhood’s insider ownership structure?

No. The transaction involves a small, pre-planned sale and does not materially alter insider ownership or control.