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

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

Rhea-AI Filing Summary

Jeffrey Pinner, Chief Technology Officer of Robinhood Markets, reported multiple sales of Class A common stock on 09/22/2025 under a Rule 10b5-1 trading plan adopted on November 11, 2024. The Form 4 shows four separate dispositions totaling 5,864 shares sold at weighted-average prices ranging from about $122.58 to $125.93, with reported weighted-average sale prices of $123.2442, $124.0617, $125.3328 and $125.93. Following these transactions, the filing reports beneficial ownership declining from 22,480 to 17,816 shares. The filing was signed by an attorney-in-fact on behalf of Mr. Pinner on 09/24/2025. The filer states it will provide trade-level details to the SEC or others upon request.

Positive

  • Sales executed under a disclosed Rule 10b5-1 trading plan, providing structure and timing clarity
  • Filing provides weighted-average prices and commits to furnish trade-level details to the SEC or security holders on request

Negative

  • Insider sold 5,864 Class A shares, reducing reported beneficial ownership from 22,480 to 17,816 shares
  • Material reduction in officer ownership (~26% decline versus the first reported post-sale figure) which investors may view as decreased insider stake

Insights

TL;DR: Officer executed preplanned sales under a 10b5-1 plan; transparency on pricing and willingness to provide trade details reduce governance concerns.

The reported disposals total 5,864 Class A shares sold across multiple intra-day trades on 09/22/2025. The seller disclosed the 10b5-1 plan adoption date, provided weighted-average prices and committed to furnish full trade-level detail on request. Those elements align with accepted governance practices for insider sales, improving transparency. The decline in beneficial ownership from 22,480 to 17,816 shares is quantifiable and material for monitoring but the existence of a documented trading plan indicates the sales were prearranged rather than opportunistic.

TL;DR: Officer share sales reduced holdings by ~26%; executed at mid-$120s per share under a 10b5-1 plan, likely routine liquidity.

The filings report four sale events with weighted-average prices between $123.24 and $125.93, resulting in a cumulative 5,864-share disposition and a remaining reported holding of 17,816 shares. For investors, the key facts are the sizes, prices, and the 10b5-1 plan adoption date (11/11/2024). While insider sales decrease insider ownership, the structured plan and provided price ranges suggest preplanned liquidity rather than a reaction to nonpublic company developments. The filing offers sufficient detail to quantify ownership change precisely.

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).
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)
09/22/2025
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 09/22/2025 S(1) 1,200 D $123.2442(2) 22,480 D
Class A Common Stock 09/22/2025 S(1) 3,607 D $124.0617(3) 18,873 D
Class A Common Stock 09/22/2025 S(1) 1,038 D $125.3328(4) 17,835 D
Class A Common Stock 09/22/2025 S(1) 19 D $125.93(5) 17,816 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 $122.58 to $123.57. 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 $123.70 to $124.67. 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 $124.88 to $125.79. 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 a single trade during the day at a price of $125.93. 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 Jeffrey Pinner 09/24/2025
** 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 Robinhood (HOOD) insider Jeffrey Pinner report on Form 4?

The Form 4 reports that CTO Jeffrey Pinner sold 5,864 Class A shares on 09/22/2025 under a Rule 10b5-1 trading plan.

How many shares does Jeffrey Pinner own after the reported transactions?

Following the reported sales, the filing reports beneficial ownership of 17,816 Class A shares.

At what prices were the shares sold in the Form 4 filing?

The sales executed at weighted-average prices of $123.2442, $124.0617, $125.3328, and $125.93, with intra-day trade ranges provided in the explanations.

Were the sales part of a prearranged trading plan?

Yes. The filer states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 11, 2024.

When was the Form 4 signed and filed?

The filing shows the signature by an attorney-in-fact for Jeffrey Pinner on 09/24/2025.
Robinhood Markets, Inc.

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