Tenev Vladimir 4

Accession 0001783879-25-000272

CIK 0001783879other

View on SEC.gov Company Profile

Filed

Sep 15, 8:00 PM ET

Accepted

Sep 16, 3:51 PM ET

Size

23.2 KB

Accession

0001783879-25-000272

Insider Transaction Report

Form 4

Period: 2025-09-12

Robinhood Markets, Inc.HOOD

Tenev Vladimir

DirectorChief Executive Officer

Transactions

Sale
Class A Common Stock
2025-09-15$113.10/sh−289,667$32,760,092→ 6,626,247 total
Sale
Class A Common Stock
2025-09-15$114.11/sh−1,128,877$128,810,962→ 5,497,370 total
Award
Class B Common Stock
2025-09-16+3,389,982→ 50,257,342 total
→ Class A Common Stock (3,389,982 underlying)
Sale
Class A Common Stock
2025-09-15$115.76/sh−335,819$38,873,601→ 3,393,020 total
Sale
Class A Common Stock
2025-09-15$116.48/sh−3,038$353,852→ 3,389,982 total
Exercise/Conversion
Class A Common Stock
2025-09-12+6,915,914→ 6,915,914 total
Disposition to Issuer
Class A Common Stock
2025-09-16−3,389,982→ 0 total
Sale
Class A Common Stock
2025-09-15$114.88/sh−1,768,531$203,175,385→ 3,728,839 total
Exercise/Conversion
Market-Based Performance Stock Units
2025-09-12−6,915,914→ 0 total
Exp: 2025-12-31→ Common Stock (6,915,914 underlying)

Holdings

Class A Common Stock
(indirect: By Trust)
6,907

Footnotes (10)

[F1]Performance stock units ("PSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
[F10]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.
[F2]Represents a mandatory sale of a sufficient number of shares to cover the tax withholding liability associated with the vesting and settlement of the 6,915,914 PSUs reported above. Sale occurred for purposes of satisfying tax obligations and does not represent a discretionary sale by the Reporting Person.
[F3]This transaction was executed in multiple trades during the day at prices ranging from $112.45 to $113.44. 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.
[F4]This transaction was executed in multiple trades during the day at prices ranging from $113.45 to $114.445. 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.
[F5]This transaction was executed in multiple trades during the day at prices ranging from $114.45 to $115.44. 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.
[F6]This transaction was executed in multiple trades during the day at prices ranging from $115.45 to $116.43. 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.
[F7]This transaction was executed in multiple trades during the day at prices ranging from $116.45 to $116.50. 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.
[F8]In connection with Robinhood Markets, Inc. ("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 September 15, 2025 for 3,389,982 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.
[F9]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 September 15, 2025 of 6,915,914 PSUs allocated to $101.50 share price goal.

Documents

1 file

4
wk-form4_1758052257.xmlPrimary
FORM 4

Issuer

Robinhood Markets, Inc.

CIK 0001783879

→

Entity typeother

Related Parties

filerCIK 0001871006

Filing Metadata

Form type: 4
Filed: Sep 15, 8:00 PM ET
Accepted: Sep 16, 3:51 PM ET
Size: 23.2 KB

View on SEC.gov