06/03/2026 | Press release | Distributed by Public on 06/03/2026 14:54
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 06/01/2026 | M | 9,692 | (4) | (4) | Class A Common Stock | 9,692 | $ 0 | 67,845 | D | ||||
| Restricted Stock Units | (1) | 06/01/2026 | M | 23,630 | (5) | (5) | Class A Common Stock | 23,630 | $ 0 | 212,678 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Verma Shiv C/O ROBINHOOD MARKETS, INC. 85 WILLOW ROAD MENLO PARK, CA 94025 |
Chief Financial Officer | |||
| /s/ Matthew Yorkavich, attorney-in- fact for Shiv Verma | 06/03/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. |
| (2) | Reflects the acquisition of 233 shares in May 2026 under the Robinhood Markets, Inc. ("Robinhood") 2021 Employee Share Purchase Plan. |
| (3) | Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting and settlement of 33,322 RSUs and does not represent a sale by the Reporting Person. |
| (4) | On March 19, 2025, the Reporting Person was granted 129,228 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). Ten percent (10%) of the RSUs vested on June 1, 2025 and on each subsequent three-month anniversary until forty percent (40%) of the award is fully vested; seven and one-half percent (7.5%) shall vest on the fifteen-month anniversary and on each subsequent three-month anniversary until an additional thirty percent (30%) is vested; five percent (5%) shall vest on the twenty-seven-month anniversary on each subsequent three-month anniversary until an additional twenty percent (20%) is vested; and two and on-half percent (2.5%) shall vest on the thirty-nine-month anniversary and on each subsequent three-month anniversary until the remaining ten percent (10%) is vested, 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 19, 2026, the Reporting Person was granted 236,308 RSUs under the 2021 Plan. Ten percent (10%) of the RSUs vested on June 1, 2026 and on each subsequent three-month anniversary until forty percent (40%) of the award is fully vested; seven and one-half percent (7.5%) shall vest on the fifteen-month anniversary and on each subsequent three-month anniversary until an additional thirty percent (30%) is vested; five percent (5%) shall vest on the twenty-seven-month anniversary on each subsequent three-month anniversary until an additional twenty percent (20%) is vested; and two and one-half percent (2.5%) shall vest on the thirty-nine-month anniversary and on each subsequent three-month anniversary until the remaining ten percent (10%) is vested, 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. |