Robinhood (HOOD) CLO Daniel Gallagher gains shares as RSUs vest, tax withheld

Rhea-AI Filing Summary

Robinhood Markets, Inc. reported compensation-related stock activity for Chief Legal Officer Daniel Martin Gallagher Jr. On March 1, 2026, multiple blocks of restricted stock units (RSUs) vested and were converted into Class A common stock on a one-for-one basis. This included the vesting and settlement of 133,587 RSUs, which increased his direct holdings. To cover tax withholding obligations from this vesting, 64,350 Class A shares were withheld by Robinhood at a price of $75.85 per share, and the company notes this does not represent a sale by the reporting person. After these transactions, Gallagher directly held 462,849 shares of Robinhood Class A common stock.

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

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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^*

Gallagher Daniel Martin Jr

(Last) (First) (Middle)

C/O ROBINHOOD MARKETS, INC.

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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		133,587	A	(1)	527,199	D
Class A Common Stock	03/01/2026		F		64,350(2)	D	$75.85	462,849	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)	03/01/2026		M			28,936	(3)	(3)	Class A Common Stock	28,936	$0	0	D
Restricted Stock Units	(1)	03/01/2026		M			66,489	(4)	(4)	Class A Common Stock	66,489	$0	265,958	D
Restricted Stock Units	(1)	03/01/2026		M			24,414	(5)	(5)	Class A Common Stock	24,414	$0	195,313	D
Restricted Stock Units	(1)	03/01/2026		M			13,748	(6)	(6)	Class A Common Stock	13,748	$0	164,972	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 133,587 RSUs and does not represent a sale by the Reporting Person.

3. On March 24, 2022, the Reporting Person was granted 462,963 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). One-sixteenth (1/16) of these RSUs vested on June 1, 2022, 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 22, 2023, the Reporting Person was granted 1,063,830 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2023, 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.

5. On March 20, 2024, the Reporting Person was granted 390,625 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 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.

6. On March 20, 2025, the Reporting Person was granted 219,962 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 Daniel M. Gallagher, Jr.	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Robinhood (HOOD) disclose for Daniel Gallagher?

Robinhood disclosed that Chief Legal Officer Daniel Gallagher had several RSU awards vest and convert into Class A shares on March 1, 2026. These equity events are part of his compensation under Robinhood’s 2021 Omnibus Incentive Plan, subject to continued service-based vesting schedules.

How many Robinhood (HOOD) RSUs vested for Daniel Gallagher in this Form 4?

The filing highlights the vesting and settlement of 133,587 restricted stock units for Daniel Gallagher. These RSUs converted into Class A common stock on a one-for-one basis, consistent with the plan terms described in the footnotes to the insider transaction disclosure.

Did Daniel Gallagher sell Robinhood (HOOD) shares in this Form 4 filing?

The filing states that 64,350 shares were withheld by Robinhood to satisfy tax withholding obligations tied to RSU vesting. The company explicitly notes this withholding does not represent a sale by Gallagher, distinguishing it from an open-market or discretionary stock sale.

What is Daniel Gallagher’s Robinhood (HOOD) share ownership after these transactions?

After the reported RSU conversions and tax withholding, Daniel Gallagher directly owns 462,849 shares of Robinhood Class A common stock. This post-transaction balance reflects the net effect of new shares from vesting minus those withheld for associated tax obligations.

Over what schedule do Daniel Gallagher’s Robinhood (HOOD) RSUs vest?

The filing explains that several RSU grants vest over four years, with one-sixteenth vesting first, then fifteen equal quarterly installments. Each grant’s vesting remains subject to Gallagher’s continued service with Robinhood and may accelerate under specified circumstances described in the awards.