09/16/2025 | Press release | Distributed by Public on 09/16/2025 13:51
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) |
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 | ||||||||
Market-Based Performance Stock Units | (9) | 09/12/2025 | M | 6,915,914 | (9) | 12/31/2025 | Common Stock | 6,915,914 | $ 0 | 0 | D | ||||
Class B Common Stock | (10) | 09/16/2025 | A(8) | 3,389,982 | (10) | (10) | Class A Common Stock | 3,389,982 | (8) | 50,257,342 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Tenev Vladimir C/O ROBINHOOD MARKETS, INC. 85 WILLOW ROAD MENLO PARK, CA 94025 |
X | Chief Executive Officer |
/s/ Matthew Yorkavich, attorney-in-fact for Vladimir Tenev | 09/16/2025 | |
**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) | Performance stock units ("PSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. |
(2) | 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. |
(3) | 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. |
(4) | 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. |
(5) | 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. |
(6) | 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. |
(7) | 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. |
(8) | 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. |
(9) | 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. |
(10) | 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. |