Form 4: Robinhood Director Receives Stock Grant as Compensation

Robinhood Markets Director Christopher D. Payne received 173 shares of Class A Common Stock as part of his compensation, valued at $113.10 per share.

Summary

• Christopher D. Payne, a Director of Robinhood Markets, Inc. (HOOD), was granted 173 shares of Class A Common Stock on December 31, 2025.
• The shares were granted under Robinhood's Non-Employee Director Compensation Program and 2021 Omnibus Incentive Plan, in lieu of cash fees.
• The grant was based on the December 31, 2025 closing price of $113.10 per share, making the total value of the grant approximately $19,560.30.
• These shares were fully vested upon grant.
• Delivery of the vested shares is deferred until the earliest of January 1, 2035, the reporting person's death or disability, or a change in control of Robinhood.
• Following this transaction, Christopher D. Payne beneficially owns 183 shares directly and 26,500 shares indirectly through a Trust.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates routine corporate governance and aligns director interests with shareholders, without any negative implications.

Positives

• The grant of stock to a director aligns their interests with those of shareholders, promoting long-term value creation.
• The shares were fully vested upon grant, indicating immediate ownership rights, albeit with deferred delivery.

Future Outlook

Vested shares will be delivered to the reporting person upon the earliest of January 1, 2035, their death or disability, or a change in control of Robinhood.

Industry Context

The practice of compensating non-employee directors with equity, often with deferral options, is a common corporate governance strategy across various industries, including financial technology, to align leadership incentives with long-term shareholder value.

Comparison to Industry Standards

• Compensating non-employee directors with stock grants is a standard practice in publicly traded companies, particularly in the technology and financial sectors, to foster alignment with shareholder interests.
• The deferral of share delivery until a future date or specific event is also a common mechanism, often used for tax planning or to ensure continued commitment.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with long-term shareholder value, potentially fostering more shareholder-centric decision-making.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• Delivery of the 173 vested shares to Christopher D. Payne upon the earliest of January 1, 2035, his death or disability, or a change in control of Robinhood.

Key Dates

Keywords

Robinhood Markets, HOOD, SEC Form 4, Insider Transaction, Director Compensation, Stock Grant, Equity Compensation, Beneficial Ownership