Bhatt Living Trust trims Robinhood (HOOD) stake with 67,422-share planned sale

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Robinhood Markets director Baiju Bhatt, through the Baiju Bhatt Living Trust, executed a pre-planned set of transactions in Robinhood Class A and Class B Common Stock on May 20, 2026 under a Rule 10b5-1 trading plan adopted on November 13, 2025.

The Living Trust sold an aggregate of 67,422 shares of Class B Common Stock, which automatically converted into the same number of Class A shares upon execution of the sales. The sales were completed in multiple trades at weighted-average prices of $74.2775, $75.5493, and $76.0056 per share, each within specified intraday price ranges.

Following these transactions, Bhatt held 2,778 shares of Class A Common Stock directly, and the Living Trust held 47,006,377 shares of Class B Common Stock indirectly. Because the trades were carried out pursuant to a Rule 10b5-1 plan, their timing reflects a pre-arranged schedule rather than discretionary market timing.

Insider Trade Summary 10b5-1

Net Seller: 67,422 shares ($5,082,038)

Net Sell 6 txns

Insider Bhatt Baiju

Role null

Sold 67,422 shs ($5.08M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	67,422	$0.00	--
Conversion	Class A Common Stock	67,422	$0.00	--
Sale	Class A Common Stock	13,200	$74.2775	$980K
Sale	Class A Common Stock	42,955	$75.5493	$3.25M
Sale	Class A Common Stock	11,267	$76.0056	$856K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 47,006,377 shares (Indirect, By Living Trust); Class A Common Stock — 67,422 shares (Indirect, By Living Trust); Class A Common Stock — 2,778 shares (Direct, null)

Footnotes (1)

As part of the transactions effected on May 20, 2026 pursuant to the Rule 10b5-1 trading plan adopted by the Baiju Bhatt Living Trust ("Living Trust") on November 13, 2025 ("Bhatt 10b5-1 plan"), the Living Trust sold an aggregate of 67,422 shares of its Class B Common Stock, resulting in an automatic conversion of the same amount of shares into Class A Common Stock upon execution of the sales. This transaction was effected pursuant to the Bhatt 10b5-1 plan. This transaction was executed in multiple trades during the day at prices ranging from $73.81 to $74.80. 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. This transaction was executed in multiple trades during the day at prices ranging from $74.86 to $75.85. 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. This transaction was executed in multiple trades during the day at prices ranging from $75.86 to $76.28. 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.

Key Figures

Shares sold by Living Trust: 67,422 shares Weighted-average sale price tranche 1: $74.2775/share Weighted-average sale price tranche 2: $75.5493/share +3 more

6 metrics

Shares sold by Living Trust 67,422 shares Aggregate Class B shares sold and converted to Class A on May 20, 2026

Weighted-average sale price tranche 1 $74.2775/share One set of Class A sales executed in multiple trades

Weighted-average sale price tranche 2 $75.5493/share Second set of Class A sales executed in multiple trades

Weighted-average sale price tranche 3 $76.0056/share Third set of Class A sales executed in multiple trades

Direct Class A holdings after transactions 2,778 shares Bhatt’s direct Class A Common Stock position post-transaction

Indirect Class B holdings after transactions 47,006,377 shares Class B Common Stock held by Baiju Bhatt Living Trust after conversion and sales

Key Terms

Rule 10b5-1 trading plan, Living Trust, Class B Common Stock, automatic conversion, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"pursuant to the Rule 10b5-1 trading plan adopted by the Baiju Bhatt Living Trust"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Living Trust financial

"the Baiju Bhatt Living Trust ("Living Trust") sold an aggregate of 67,422 shares"

Class B Common Stock financial

"the Living Trust sold an aggregate of 67,422 shares of its Class B Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

automatic conversion financial

"resulting in an automatic conversion of the same amount of shares into Class A Common Stock"

weighted-average price financial

"The weighted-average price is reported above."

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 04:57 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^*

Bhatt Baiju

(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)
05/20/2026

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)
Class A Common Stock	05/20/2026		C		67,422	A	⁽¹⁾	67,422	I	By Living Trust
Class A Common Stock	05/20/2026		S⁽²⁾		13,200	D	$74.2775⁽³⁾	54,222	I	By Living Trust
Class A Common Stock	05/20/2026		S⁽²⁾		42,955	D	$75.5493⁽⁴⁾	11,267	I	By Living Trust
Class A Common Stock	05/20/2026		S⁽²⁾		11,267	D	$76.0056⁽⁵⁾	0	I	By Living Trust
Class A Common Stock								2,778	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)
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)
Class B Common Stock	⁽¹⁾	05/20/2026		C			67,422	⁽¹⁾	⁽¹⁾	Class A Common Stock	67,422	$0	47,006,377	I	By Living Trust

Explanation of Responses:

1. As part of the transactions effected on May 20, 2026 pursuant to the Rule 10b5-1 trading plan adopted by the Baiju Bhatt Living Trust ("Living Trust") on November 13, 2025 ("Bhatt 10b5-1 plan"), the Living Trust sold an aggregate of 67,422 shares of its Class B Common Stock, resulting in an automatic conversion of the same amount of shares into Class A Common Stock upon execution of the sales.

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

3. This transaction was executed in multiple trades during the day at prices ranging from $73.81 to $74.80. 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 $74.86 to $75.85. 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 multiple trades during the day at prices ranging from $75.86 to $76.28. 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:

	/s/ Matthew Yorkavich, attorney-in- fact for Baiju Bhatt	05/22/2026
	** 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 insider transactions did HOOD director Baiju Bhatt report on May 20, 2026?

Bhatt, through the Baiju Bhatt Living Trust, reported pre-planned transactions on May 20, 2026, where the trust sold 67,422 shares of Robinhood Class B Common Stock that automatically converted into the same number of Class A shares upon execution of the sales.

How many Robinhood (HOOD) shares did Baiju Bhatt’s trust sell and at what prices?

The Baiju Bhatt Living Trust sold an aggregate 67,422 shares of Robinhood Class B Common Stock. These sales occurred in multiple trades with weighted-average prices of $74.2775, $75.5493, and $76.0056 per share, each within specific intraday trading ranges disclosed in the filing footnotes.

Were Baiju Bhatt’s May 20, 2026 HOOD stock sales under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted by the Baiju Bhatt Living Trust on November 13, 2025. Such plans pre-schedule trades, so the timing reflects the plan’s terms rather than day-to-day market decisions.

What does the automatic conversion from Robinhood Class B to Class A shares mean here?

The filing explains that when the Living Trust sold 67,422 shares of Class B Common Stock, those shares automatically converted into 67,422 shares of Class A Common Stock upon execution. This reflects Robinhood’s dual-class share structure, where Class B shares convert to Class A when sold.

How many Robinhood (HOOD) shares does Baiju Bhatt hold after these transactions?

After the May 20, 2026 transactions, Bhatt held 2,778 shares of Class A Common Stock directly. The Baiju Bhatt Living Trust held 47,006,377 shares of Class B Common Stock indirectly, as reported in the filing’s post-transaction ownership figures.

Were Bhatt’s reported HOOD stock transactions open-market sales?

Yes. The Form 4 classifies the three non-derivative transactions as open-market sales of Class A Common Stock, each coded “S.” These sales were executed in multiple trades throughout the day within the price ranges detailed in the corresponding footnotes.