Robinhood (HOOD) director gets 3,289 RSUs with long deferral terms

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Robinhood Markets, Inc. director Christopher D. Payne reported receiving a grant of 3,289 restricted stock units (RSUs) that will convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. The grant represents his annual award under Robinhood’s Non-Employee Director Compensation Program and was made under the 2021 Omnibus Incentive Plan.

One-fourth of the 3,289 RSUs is scheduled to vest on October 1, 2026, with the remaining units vesting in three equal quarterly installments, with the final installment no later than the day before Robinhood’s 2027 annual meeting of stockholders, subject to his continued service. Under a deferral election, vested shares will be delivered upon the earliest of January 1, 2035, his death or disability, or a change in control of Robinhood.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Payne Christopher D

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	3,289	$0.00	--

Holdings After Transaction: Restricted Stock Units — 3,289 shares (Direct, null)

Footnotes (1)

Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. This RSU award represents the Reporting Person's annual grant pursuant to the Non-Employee Director Compensation Program of Robinhood Markets, Inc. ("Robinhood") and was granted automatically on the date of Robinhood's annual meeting of stockholders. On June 2, 2026, the Reporting Person was granted 3,289 RSUs under Robinhood's 2021 Omnibus Incentive Plan. One-fourth (1/4) of these RSUs will vest on October 1, 2026, with the remainder vesting in three (3) equal quarterly installments thereafter (except the final installment will vest no later than the day before Robinhood's 2027 annual meeting of stockholders), 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. Pursuant to a deferral election, vested shares will be delivered to the Reporting Person upon the earliest to occur of (1) January 1, 2035, (2) his death or disability, or (3) a change in control of Robinhood.

Key Figures

RSUs granted: 3,289 RSUs Initial vesting date: October 1, 2026 Final vesting reference: Day before 2027 annual meeting +1 more

4 metrics

RSUs granted 3,289 RSUs Annual non-employee director award granted on June 2, 2026

Initial vesting date October 1, 2026 One-fourth of RSUs scheduled to vest on this date

Final vesting reference Day before 2027 annual meeting Final quarterly installment must vest by this date

Deferral delivery date January 1, 2035 Earliest scheduled delivery date for vested shares under deferral election

Key Terms

Restricted Stock Units, Non-Employee Director Compensation Program, 2021 Omnibus Incentive Plan, change in control

4 terms

Restricted Stock Units financial

"Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Non-Employee Director Compensation Program financial

"This RSU award represents the Reporting Person's annual grant pursuant to the Non-Employee Director Compensation Program of Robinhood Markets, Inc."

2021 Omnibus Incentive Plan financial

"On June 2, 2026, the Reporting Person was granted 3,289 RSUs under Robinhood's 2021 Omnibus Incentive Plan."

change in control financial

"Vested shares will be delivered upon the earliest to occur of January 1, 2035, his death or disability, or a change in control of Robinhood."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:58 PM

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^*

Payne Christopher D

(Last)

(First)

(Middle)

C/O ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/02/2026		A⁽²⁾		3,289		⁽³⁾	⁽³⁾	Class A Common Stock	3,289	$0	3,289	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. This RSU award represents the Reporting Person's annual grant pursuant to the Non-Employee Director Compensation Program of Robinhood Markets, Inc. ("Robinhood") and was granted automatically on the date of Robinhood's annual meeting of stockholders.

3. On June 2, 2026, the Reporting Person was granted 3,289 RSUs under Robinhood's 2021 Omnibus Incentive Plan. One-fourth (1/4) of these RSUs will vest on October 1, 2026, with the remainder vesting in three (3) equal quarterly installments thereafter (except the final installment will vest no later than the day before Robinhood's 2027 annual meeting of stockholders), 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. Pursuant to a deferral election, vested shares will be delivered to the Reporting Person upon the earliest to occur of (1) January 1, 2035, (2) his death or disability, or (3) a change in control of Robinhood.

Remarks:

	/s/ Matthew Yorkavich, attorney-in- fact for Christopher D. Payne	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Robinhood (HOOD) director Christopher Payne report in this Form 4?

Christopher D. Payne reported receiving a grant of 3,289 restricted stock units as equity compensation. These RSUs were issued under Robinhood’s 2021 Omnibus Incentive Plan as his annual award in the Non-Employee Director Compensation Program.

How many Robinhood (HOOD) RSUs were granted to Christopher Payne and what do they convert into?

Christopher Payne was granted 3,289 restricted stock units that each convert into one share of Robinhood Class A Common Stock upon vesting and settlement. This award represents his annual non-employee director grant for serving on Robinhood’s board.

What is the vesting schedule for Christopher Payne’s 3,289 Robinhood (HOOD) RSUs?

One-fourth of the 3,289 RSUs is scheduled to vest on October 1, 2026. The remaining units will vest in three equal quarterly installments, with the final installment vesting no later than the day before Robinhood’s 2027 annual stockholders’ meeting, subject to continued service.

When will Christopher Payne receive the shares from his Robinhood (HOOD) RSU award?

Under a deferral election, vested shares will be delivered on the earliest of January 1, 2035, his death or disability, or a change in control of Robinhood. This means settlement is deferred well beyond the initial vesting dates.

Is Christopher Payne’s Robinhood (HOOD) RSU grant an open-market stock purchase or sale?

The filing shows a grant of 3,289 restricted stock units as compensation, not an open-market trade. It is recorded with transaction code A, indicating a grant or award acquisition rather than a market buy or sell transaction.