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

Rhea-AI Filing Summary

Robinhood Markets (HOOD) filed a Form 4 showing that CFO Jason Warnick sold 350,000 Class A shares on 06/25/2025 via a Rule 10b5-1 plan adopted 05/10/2024.

The weighted-average price was $83.6296 (trades ranged $81.96–$85.48), generating roughly $29.3 million in proceeds. Post-sale ownership dropped to 598,797 shares, about 37% lower than prior levels.

• No derivative securities were involved.
• Full trade-level pricing is available to shareholders upon request.

The sizeable pre-scheduled disposition by a key executive could influence investor sentiment despite its compliance with SEC 10b5-1 rules.

Positive

• None.

Negative

• CFO Jason Warnick sold 350,000 Class A shares (~37 % of his prior holdings) for approximately $29.3 million.
• Beneficial ownership dropped to 598,797 shares, potentially signaling reduced executive confidence.

Insights

Financial Analyst

Large, preplanned CFO sale may dampen near-term sentiment

The 350,000-share sale represents ~37 % of Warnick’s prior holdings and converts about $29 million to cash. Although executed under a seasoned Rule 10b5-1 plan, the magnitude exceeds normal diversification trades and equals roughly 0.4 trading-days of HOOD’s average volume. Coming after a price rebound and ahead of Q2 results, the transaction could cap upside as investors interpret the move as cautious on valuation. Warnick still owns nearly 599k shares, keeping some alignment, but optics remain mildly bearish.

Corporate Governance Specialist

Governance risk minimal; optics manageable

The plan was adopted over a year ago, satisfying updated cooling-off requirements and showcasing best-practice disclosure. Correct coding (“S”) and absence of derivative trades further reduce enforcement exposure. Warnick’s remaining stake maintains economic alignment, so from a governance standpoint this is routine and compliant; any market impact will stem from perception, not process.

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^*

Warnick Jason

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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	06/25/2025		S(1)		350,000	D	$83.6296(2)	598,797	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 May 10, 2024.

2. This transaction was executed in multiple trades during the day at prices ranging from $81.96 to $85.48. 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/ Brandon Webb, attorney-in-fact for Jason Warnick	06/27/2025
	** 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

Why did HOOD's CFO sell 350,000 shares on June 25, 2025?

The Form 4 states the sale was executed under a Rule 10b5-1 trading plan adopted on May 10, 2024.

How many Robinhood shares does CFO Jason Warnick own after the transaction?

Warnick reports 598,797 Class A shares beneficially owned following the sale.

What was the weighted-average price of the shares sold by HOOD's CFO?

The filing lists a weighted-average price of $83.6296 per share, with trades between $81.96 and $85.48.

What is the approximate dollar value of the shares sold by the CFO?

At the reported weighted-average price, the 350,000 shares represent about $29.3 million in proceeds.

Was the transaction part of a 10b5-1 plan and when was it adopted?

Yes. The sale occurred under a Rule 10b5-1 plan adopted on May 10, 2024.

Did the Form 4 report any derivative security activity?

No. Table II shows no derivative securities were acquired or disposed of.