Gallagher Daniel Martin Jr 4
4 · Robinhood Markets, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Robinhood (HOOD) CLO Daniel Gallagher Receives RSUs; 54,309 Shares Withheld
What Happened
- Daniel Martin Gallagher Jr., Chief Legal Officer of Robinhood Markets (HOOD), had 112,856 restricted stock units (RSUs convert one-for-one to Class A shares) vest and convert into shares on June 1, 2026. Of those, Robinhood withheld 54,309 shares to satisfy tax withholding obligations at an implied value of $94.30 per share (total ~$5,121,339). The net number of shares delivered to Gallagher was 58,547.
- The vesting was recorded as conversion/exercise of derivatives (code M) with a related tax-withholding disposition (code F). The conversion entries break down the 112,856 vested RSUs into component vestings of 66,489; 24,414; 13,748; and 8,205 shares.
Key Details
- Transaction date: June 1, 2026; Form 4 filed June 3, 2026 (appears timely).
- Tax withholding: 54,309 shares withheld @ $94.30 = $5,121,339 (footnote F2 notes this withholding is not a sale by the reporting person).
- RSU conversion: 112,856 shares converted (broken into 66,489; 24,414; 13,748; 8,205).
- Net shares delivered to insider: 58,547 (112,856 - 54,309).
- Shares owned after transaction: not specified in the provided filing excerpt.
- Relevant footnotes: F1 = RSUs convert 1:1 into Class A common stock; F3–F6 = RSU grants from 2023–2026 with standard quarterly vesting schedules (1/16 vested each June 1 and remainder in quarterly installments).
Context
- This was an RSU vesting and net settlement (company withholding shares for taxes), not an open-market sale by the insider. Such withholdings are routine and reflect tax obligations rather than directional trading.
- Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld to satisfy tax liabilities.
Insider Transaction Report
Form 4
Gallagher Daniel Martin Jr
Chief Legal Officer
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-06-01+112,856→ 545,705 total - Tax Payment
Class A Common Stock
[F2]2026-06-01$94.30/sh−54,309$5,121,339→ 491,396 total - Exercise/Conversion
Restricted Stock Units
[F1][F3]2026-06-01−66,489→ 199,469 total→ Class A Common Stock (66,489 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-06-01−24,414→ 170,899 total→ Class A Common Stock (24,414 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-06-01−13,748→ 151,224 total→ Class A Common Stock (13,748 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F6]2026-06-01−8,205→ 123,077 total→ Class A Common Stock (8,205 underlying)
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.
Signature
/s/ Matthew Yorkavich, attorney-in-fact for Daniel M. Gallagher, Jr.|2026-06-03