Robinhood CLO has 112K RSUs vest on June 1

Robinhood Markets, Inc.'s Chief Legal Officer Daniel Martin Gallagher Jr. reported routine equity compensation activity.

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Rhea-AI Filing Summary

Robinhood Markets, Inc.'s Chief Legal Officer Daniel Martin Gallagher Jr. reported routine equity compensation activity. On June 1, 2026, a total of 112,856 restricted stock units (RSUs) converted into Class A Common Stock as part of scheduled vesting under Robinhood's 2021 Omnibus Incentive Plan.

To cover related tax obligations, 54,309 shares were withheld by Robinhood at a reference price of $94.30 per share, which the filing specifies does not represent an open-market sale by Gallagher. Following these transactions, Gallagher directly holds 491,396 shares of Class A Common Stock. Multiple RSU grants made between 2023 and 2026 continue to vest in equal quarterly installments, conditioned on his continued service.

Insider Trade Summary

112,856 shares exercised/converted

Exercise 6 txns

Insider Gallagher Daniel Martin Jr

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	66,489	$0.00	$0.00
Exercise	Restricted Stock Units	24,414	$0.00	$0.00
Exercise	Restricted Stock Units	13,748	$0.00	$0.00
Exercise	Restricted Stock Units	8,205	$0.00	$0.00
Exercise	Class A Common Stock	112,856	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	54,309	$94.30	$5.12M

Holdings After Transaction: Restricted Stock Units — 644,669 contracts (Direct); Class A Common Stock — 491,396 shares (Direct)

Footnotes (6)

F1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
F2. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 112,856 RSUs and does not represent a sale by the Reporting Person.
F3. On March 22, 2023, the Reporting Person was granted 1,063,830 RSUs under Robinhood's 2021 Omnibus Incentive Plan (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.
F4. 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.
F5. 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.
F6. On March 19, 2026, the Reporting Person was granted 131,282 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2026, 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.

Key Figures

Shares withheld for taxes: 54,309 shares Withholding reference price: $94.30/share RSUs converted: 112,856 RSUs +5 more

8 metrics

Shares withheld for taxes 54,309 shares Class A Common Stock withheld at $94.30 per share

Withholding reference price $94.30/share Price used for tax withholding on June 1, 2026

RSUs converted 112,856 RSUs RSUs that vested and settled into Class A Common Stock

Shares held after transactions 491,396 shares Direct Class A Common Stock holdings after June 1, 2026

2023 RSU grant size 1,063,830 RSUs Granted March 22, 2023 under 2021 Omnibus Incentive Plan

2024 RSU grant size 390,625 RSUs Granted March 20, 2024 under 2021 Omnibus Incentive Plan

2025 RSU grant size 219,962 RSUs Granted March 20, 2025 under 2021 Omnibus Incentive Plan

2026 RSU grant size 131,282 RSUs Granted March 19, 2026 under 2021 Omnibus Incentive Plan

Key Terms

Restricted stock units ("RSUs"), tax withholding obligations, 2021 Omnibus Incentive Plan, vesting and settlement, +1 more

5 terms

Restricted stock units ("RSUs") financial

"Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligations financial

"shares withheld by Robinhood Markets, Inc. to satisfy tax withholding obligations"

2021 Omnibus Incentive Plan financial

"the Reporting Person was granted RSUs under Robinhood's 2021 Omnibus Incentive Plan"

vesting and settlement financial

"in connection with the vesting and settlement of 112,856 RSUs"

equal quarterly installments financial

"with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter"

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/03/2026 - 04:53 PM EDT

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^*

Gallagher Daniel Martin Jr

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		M		112,856	A	⁽¹⁾	545,705	D
Class A Common Stock	06/01/2026		F		54,309⁽²⁾	D	$94.3	491,396	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)
Restricted Stock Units	⁽¹⁾	06/01/2026		M			66,489	⁽³⁾	⁽³⁾	Class A Common Stock	66,489	$0	199,469	D
Restricted Stock Units	⁽¹⁾	06/01/2026		M			24,414	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	24,414	$0	170,899	D
Restricted Stock Units	⁽¹⁾	06/01/2026		M			13,748	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	13,748	$0	151,224	D
Restricted Stock Units	⁽¹⁾	06/01/2026		M			8,205	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	8,205	$0	123,077	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 112,856 RSUs and does not represent a sale by the Reporting Person.

3. On March 22, 2023, the Reporting Person was granted 1,063,830 RSUs under Robinhood's 2021 Omnibus Incentive Plan (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.

4. 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.

5. 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.

6. On March 19, 2026, the Reporting Person was granted 131,282 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2026, 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.	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)