Gallagher Daniel Martin Jr 4

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.