| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/21/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Variable Share Forward Contract (obligation to sell) | (1)(2)(3) | 11/21/2025 | J/K(1)(2)(3) | 1,000,000 | (1)(2)(3) | (1)(2)(3) | Class A Common Stock | 1,000,000(1)(2)(3) | (1)(2)(3) | 1,000,000 | I | By Trusts(4) | |||
| Explanation of Responses: |
| 1. In accordance with the procedures described in the interpretive letters from the staff of the SEC to Goldman Sachs & Co. LLC, dated December 20, 1999 and to Bank of America, N.A., dated December 1, 2011, on November 21, 2025, the Reporting Person entered into a variable share forward contract (the "Contract") with an unaffiliated third party dealer with respect to the Class A Common Stock (the "Shares") of Robinhood Markets, Inc. Pursuant to the Contract, the Reporting Person may elect to receive cash payment during the term of the Contract of up to $89.3 million in exchange for agreeing to pledge and deliver to the dealer up to 1,000,000 of the Shares (the "Maximum Number of Shares") where the Reporting Person retains dividend and voting rights in such Shares during the term of the pledge, or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. |
| 2. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume weighted average price per share of the Shares on or immediately prior to the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares. |
| 3. The number of Shares to be delivered (or amount of cash to be paid) to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to approximately $97.15 (the "Floor Price"), the Reporting Person will deliver to the dealer the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to approximately $149.51 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver to the dealer a variable number of Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver to the dealer a number of Shares equal to (i) the Maximum Number of Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price. The Contract is expected to be settled in November 2027. |
| 4. The Shares are held by Lassen Residential LLC, which is controlled by the Malka Kleiner Revocable Trust dated July 16, 2012 (the "Malka Trust"). The Reporting Person serves as trustee of the Malka Trust. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| /s/ Meyer Malka | 11/25/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||