Form 4: Robinhood CFO Warnick Reports RSU Vesting, Tax Withholding

Robinhood Markets CFO Jason Warnick reported the vesting of 112,332 restricted stock units and the subsequent disposition of 45,363 shares for tax obligations.

Summary

• Jason Warnick, Chief Financial Officer of Robinhood Markets, Inc. (HOOD), reported transactions related to his beneficial ownership.
• On September 1, 2025, 112,332 Restricted Stock Units (RSUs) vested and converted into Class A Common Stock.
• Concurrently, 45,363 shares of Class A Common Stock were disposed of at a price of $104.03 per share to satisfy tax withholding obligations related to the RSU vesting.
• Following these transactions, Mr. Warnick beneficially owns 577,227 shares of Class A Common Stock directly.
• The vested RSUs originated from grants made on March 24, 2022 (24,112 units), March 22, 2023 (48,992 units), March 20, 2024 (22,731 units), and March 20, 2025 (16,497 units), all under Robinhood's 2021 Omnibus Incentive Plan.

Sentiment

Score: 6

Explanation: The filing reports routine RSU vesting and tax-related share disposition for a key executive. This is a standard compensation event, indicating continued executive alignment and retention, which is mildly positive. There are no unexpected negative or highly positive events.

Positives

• CFO Jason Warnick continues to receive equity compensation through RSU vesting, indicating ongoing alignment with shareholder interests.
• The vesting of 112,332 RSUs demonstrates the company's commitment to its long-term incentive plan for key executives.

Negatives

• 45,363 shares were disposed of to cover tax liabilities, which represents a reduction in the CFO's direct shareholding, though this is a standard practice for RSU vesting.

Future Outlook

This filing, a Form 4, does not contain forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing is a routine insider transaction report and does not provide specific industry context or analysis of broader industry trends.

Stakeholder Impact

• Shareholders: Minor, routine dilution from RSU vesting, offset by the retention and alignment of a key executive. The disposition of shares for tax purposes is a standard event and does not reflect a discretionary sale by the insider.
• Employees: Reinforces the company's equity compensation structure and its role in executive incentives.

Next Steps

• Remaining installments of RSUs granted on March 24, 2022, March 22, 2023, March 20, 2024, and March 20, 2025, are scheduled to vest in fifteen equal quarterly installments after their initial vesting dates, subject to continued service.

Key Dates

Keywords

Robinhood Markets, HOOD, Jason Warnick, CFO, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Equity Compensation, Stock Ownership, Tax Withholding