Form 4: Robinhood CFO Warnick's RSU Vesting & Tax Shares

Robinhood Markets CFO Jason Warnick reported the scheduled vesting of 19,290 restricted stock units and the withholding of 7,826 shares for tax obligations on October 1, 2025.

Summary

• Jason Warnick, Chief Financial Officer of Robinhood Markets, Inc. (HOOD), reported a change in beneficial ownership.
• On October 1, 2025, 19,290 Restricted Stock Units (RSUs) vested and converted into Class A Common Stock on a one-for-one basis.
• Concurrently, 7,826 shares were withheld by Robinhood Markets, Inc. to satisfy tax withholding obligations related to the RSU vesting.
• The shares withheld for tax purposes were valued at $143.18 per share.
• Following these transactions, Jason Warnick beneficially owns 588,691 shares of Class A Common Stock.
• The vested RSUs are part of a larger grant of 77,160 RSUs awarded on March 24, 2022, under Robinhood's 2021 Omnibus Incentive Plan.

Sentiment

Score: 6

Explanation: The filing details a routine, pre-scheduled executive compensation event (RSU vesting) and associated tax withholding. This is generally neutral, but the vesting itself is a positive for the executive and indicates continued commitment, hence a slightly positive score.

Positives

• The vesting of 19,290 Restricted Stock Units (RSUs) indicates continued service and compensation for a key executive, aligning management interests with shareholder value.
• The transaction is a routine, pre-scheduled event, reflecting a stable executive compensation structure.

Negatives

• 7,826 shares of Class A Common Stock were withheld to cover tax obligations, reducing the net shares received by the reporting person.

Future Outlook

The remaining RSUs from the March 24, 2022 grant are scheduled to vest in three equal quarterly installments following April 1, 2025, subject to the Reporting Person's continued service with Robinhood.

Industry Context

This transaction represents a standard executive compensation event, where Restricted Stock Units (RSUs) vest according to a pre-determined schedule. Such compensation structures are common across publicly traded companies to incentivize and retain key management personnel, aligning their long-term interests with company performance.

Comparison to Industry Standards

• The vesting of RSUs and subsequent withholding of shares for tax obligations is a standard practice in executive compensation across the technology and financial services industries.
• Companies like Coinbase, SoFi, and other publicly traded fintech firms commonly utilize RSU grants with similar vesting schedules and tax handling mechanisms for their executives.
• The specific value of shares withheld for tax ($143.18) reflects the market price at the time of vesting, which is consistent with industry norms for non-cash compensation settlement.

Stakeholder Impact

• Shareholders: The transaction is a routine part of executive compensation and does not indicate any immediate material impact on company operations or strategy. It reflects the ongoing alignment of executive incentives with company performance.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• Future quarterly installments of the remaining RSUs from the March 24, 2022 grant are scheduled to vest, subject to continued service.

Key Dates

Keywords

Robinhood Markets, HOOD, Jason Warnick, CFO, Restricted Stock Units, RSU vesting, Insider transaction, Form 4, Executive compensation, Tax withholding