Form 4: Robinhood CTO Jeffrey Pinner Reports Routine RSU Vesting and Tax Withholding

Robinhood Markets, Inc.'s Chief Technology Officer, Jeffrey Pinner, reported the vesting of 53,844 restricted stock units (RSUs) on June 1, 2025, with a portion withheld for tax obligations.

Summary

• Jeffrey Tsvi Pinner, Chief Technology Officer of Robinhood Markets, Inc. (HOOD), reported transactions related to his equity holdings.
• On June 1, 2025, 53,844 Restricted Stock Units (RSUs) vested and converted into Class A Common Stock on a one-for-one basis.
• Of the vested shares, 27,343 shares were withheld by Robinhood to satisfy tax withholding obligations at a price of $66.15 per share.
• This withholding is not considered a sale by Mr. Pinner.
• Following these transactions, Mr. Pinner beneficially owns 26,501 shares of Class A Common Stock directly.
• Additionally, Mr. Pinner continues to beneficially own 619,554 and 92,797 Restricted Stock Units from two separate grants, respectively, which are subject to future vesting schedules.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It reflects a routine compensation event for an executive, indicating continued alignment of interests. The tax withholding is a standard procedure and not indicative of negative sentiment.

Positives

• The vesting of RSUs represents a scheduled compensation event for the Chief Technology Officer, aligning his interests with shareholder value.
• The net acquisition of 26,501 Class A Common Stock shares increases Mr. Pinner's direct equity ownership in Robinhood.

Negatives

• A significant portion of the vested shares (27,343 out of 53,844, approximately 50.7%) were withheld for tax purposes, reducing the immediate net shares received by the Reporting Person from this vesting event.

Future Outlook

The remaining portions of the RSU grants (762,528 RSUs granted on September 18, 2024, and 98,983 RSUs granted on March 20, 2025) are scheduled to vest in fifteen equal quarterly installments, subject to Mr. Pinner's continued service with Robinhood.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically the vesting of restricted stock units (RSUs) and the associated tax withholding. Such transactions are common components of executive compensation packages in the technology and financial services industries, providing transparency into how company executives manage their equity holdings. The withholding of shares for tax obligations is a standard practice to cover income tax liabilities arising from RSU vesting.

Comparison to Industry Standards

• The structure of RSU grants with quarterly vesting schedules and tax withholding upon vesting is a standard compensation practice widely adopted by publicly traded companies, particularly within the technology sector, including peers like Coinbase Global, Inc. (COIN) or Block, Inc. (SQ).
• The one-for-one conversion of RSUs to common stock upon vesting is also a typical arrangement.
• The specific number of RSUs granted and their vesting schedule are tailored to individual executive compensation agreements and are generally competitive within the industry for a Chief Technology Officer role at a company of Robinhood's size and market position.

Related Party Transactions

• The RSU grants and their subsequent vesting and settlement are transactions between Robinhood Markets, Inc. and its Chief Technology Officer, Jeffrey Pinner, which are considered related-party transactions as part of executive compensation.

Stakeholder Impact

• Shareholders: Provides transparency regarding executive compensation and equity ownership, demonstrating that a key executive's interests remain aligned with the company's performance through equity holdings.
• Employees (specifically Jeffrey Pinner): Represents a scheduled compensation payout, reinforcing retention and motivation.

Next Steps

• The remaining portions of the 762,528 RSUs granted on September 18, 2024, are scheduled to vest in fifteen equal quarterly installments.
• The remaining portions of the 98,983 RSUs granted on March 20, 2025, are also scheduled to vest in fifteen equal quarterly installments.

Key Dates

Keywords

Robinhood Markets, HOOD, Jeffrey Pinner, Chief Technology Officer, CTO, Form 4, SEC filing, Restricted Stock Units, RSU vesting, insider transaction, equity compensation, tax withholding