Form 4 for HOOD Robinhood Markets
Accepted 2025-06-23 00:00:00 ET · period of report 2025-06-18 · accession 0001783879-25-000191 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-06-23 | 2025-06-18 | HOOD | Tenev Vladimir | CEO, Dir | D - Sale to Iss | — | -2.04M | 0 | -100% | — |
| D | 2025-06-23 | 2025-06-18 | HOOD | Tenev Vladimir | CEO, Dir | M - OptEx | — | +4.15M | 4.15M | New | — |
| D | 2025-06-23 | 2025-06-18 | HOOD | Tenev Vladimir | CEO, Dir | F - Tax | $78.35 | -2.11M | 2.04M | -51% | -$164.95M |
| D | 2025-06-23 | 2025-06-20 | HOOD | Tenev Vladimir | CEO, Dir | A - Grant | — | +2.04M | 48.12M | +4% | — |
| D | 2025-06-23 | 2025-06-18 | HOOD | Tenev Vladimir | CEO, Dir | M - OptEx | $0.00 | -4.15M | 6.92M | -38% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-06-18 | D | D | 2,044,216 | — | 0 | D | — | — | (F3) In connection with Robinhood's initial public offering ("IPO"), Robinhood entered into an equity exchange right agreement with the Reporting Person and related entities. Pursuant to the equity exchange right agreement, the Reporting Person has a right (an "Equity Exchange Right") to require Robinhood to exchange, for shares of Class B Common Stock, any shares of Class A Common Stock received by him upon the vesting and settlement of restricted stock units ("RSUs"). The Equity Exchange Right applies only to RSUs granted to the Reporting Person prior to the closing of Robinhood's IPO on July 29, 2021. Such RSUs include the PSUs that settled on June 18, 2025 for 2,044,216 shares of Class A Common Stock and for which the Reporting Person has exercised his right to require Robinhood to exchange for shares of Class B Common Stock on a one-for-one basis pursuant to the equity exchange right agreement. |
| 2 | Common | Class A Common Stock | 2025-06-18 | M | A | 4,149,549 | — | 4,149,549 | D | — | — | (F1) Performance stock units ("PSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. |
| 3 | Common | Class A Common Stock | 2025-06-18 | F | D | 2,105,333 | $78.35 | 2,044,216 | D | — | — | (F2) Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 4,149,549 PSUs and does not represent a sale by the Reporting Person. |
| 4 | Derivative | Class B Common Stock | 2025-06-20 | A | A | 2,044,216 | — | 48,117,360 | D | — · — to — | 2,044,216 Class A Common Stock | (F3) In connection with Robinhood's initial public offering ("IPO"), Robinhood entered into an equity exchange right agreement with the Reporting Person and related entities. Pursuant to the equity exchange right agreement, the Reporting Person has a right (an "Equity Exchange Right") to require Robinhood to exchange, for shares of Class B Common Stock, any shares of Class A Common Stock received by him upon the vesting and settlement of restricted stock units ("RSUs"). The Equity Exchange Right applies only to RSUs granted to the Reporting Person prior to the closing of Robinhood's IPO on July 29, 2021. Such RSUs include the PSUs that settled on June 18, 2025 for 2,044,216 shares of Class A Common Stock and for which the Reporting Person has exercised his right to require Robinhood to exchange for shares of Class B Common Stock on a one-for-one basis pursuant to the equity exchange right agreement. (F5) Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis (a) at the holder's election, (b) upon certain transfers of such shares, or (c) in connection with the holder's death or disability in certain circumstances and, if not previously converted, will so convert at the earlier of (i) certain dates determined either by a vote of the holders of the shares of Class B Common Stock or by Robinhood's Board of Directors as described in Robinhood's Charter or (ii) August 2, 2036. |
| 5 | Derivative | Market-Based Performance Stock Units | 2025-06-18 | M | D | 4,149,549 | $0.00 | 6,915,914 | D | — · — to 2025-12-31 | 4,149,549 Common Stock | (F4) On October 8, 2019, the Reporting Person was granted 13,831,829 PSUs under Robinhood's Amended and Restated 2013 Stock Plan. Portions of the award become eligible to vest based on share-price goals of $30.45 (20% portion), $50.75 (30% portion), and $101.50 (50% portion). Following the IPO, these goals are tested based on our trailing 60-trading-day average daily VWAP. When a share-price goal is achieved, half of the PSUs allocated to that level vest immediately, with the other half vesting on a time-based service schedule ending on August 1, 2024, subject to the Reporting Person's continued service through the applicable share price goal achievement date. Because the time-based vesting schedule has been satisfied, the Reporting Person becomes vested in full in any tranche that satisfies the share price goal, subject to his continued service as of such achievement. This transaction reflects the settlement on June 18, 2025 of the 4,149,549 PSUs allocated to the $50.75 share price goal. |