Form 4: Robinhood CTO Jeffrey Pinner's RSU Vesting and Tax Withholding

Robinhood Markets CTO Jeffrey Pinner reported the vesting of restricted stock units and subsequent tax-related share withholding.

Summary

• Jeffrey Tsvi Pinner, Chief Technology Officer of Robinhood Markets, Inc. (HOOD), reported transactions related to his Class A Common Stock and Restricted Stock Units (RSUs).
• On September 1, 2025, 53,844 Restricted Stock Units (RSUs) vested and converted into Class A Common Stock.
• Concurrently, 27,343 shares of Class A Common Stock were withheld by Robinhood Markets, Inc. to satisfy tax withholding obligations related to the RSU vesting, at a price of $104.03 per share. This was not a sale by Mr. Pinner.
• Following these transactions, Mr. Pinner directly beneficially owns 29,545 shares of Class A Common Stock and 658,507 Restricted Stock Units.
• The vested RSUs originated from grants on September 18, 2024 (762,528 RSUs) and March 20, 2025 (98,983 RSUs) under Robinhood's 2021 Omnibus Incentive Plan, with remaining units scheduled to vest quarterly.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive event of RSU vesting for a key executive, reflecting continued compensation and alignment of interests. The tax withholding is a standard procedure and not a negative indicator.

Positives

• Vesting of 53,844 Restricted Stock Units (RSUs) indicates continued long-term incentive compensation for a key executive.
• Jeffrey Pinner retains a significant beneficial ownership of 29,545 Class A Common Stock shares and 658,507 Restricted Stock Units, aligning his interests with shareholders.

Negatives

• 27,343 shares of Class A Common Stock were withheld by Robinhood Markets, Inc. to cover tax obligations, reducing the immediate net share gain from the vesting event.

Future Outlook

Remaining Restricted Stock Units (RSUs) from grants on September 18, 2024, and March 20, 2025, are scheduled to vest in fifteen equal quarterly installments, subject to Mr. Pinner's continued service with Robinhood.

Industry Context

The vesting of Restricted Stock Units (RSUs) for a Chief Technology Officer is a standard practice in the technology and fintech industries, reflecting a common approach to executive compensation designed to align management incentives with long-term company performance and shareholder value. This type of compensation is prevalent among publicly traded companies like Robinhood, which compete for top talent in a dynamic market.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a significant component of executive compensation, with a vesting schedule tied to continued service, is a widely adopted practice across the technology and financial services sectors.
• Companies such as Coinbase, Block (Square), and PayPal frequently utilize similar equity-based incentive plans for their key executives to foster long-term retention and performance alignment.
• The tax withholding mechanism upon vesting is also a standard procedure, ensuring compliance with tax obligations without requiring the executive to sell shares on the open market.

Related Party Transactions

• The withholding of 27,343 shares by Robinhood Markets, Inc. to satisfy tax obligations related to RSU vesting is a transaction between the company and an executive, which is a common form of related-party transaction in executive compensation, explicitly disclosed and not representing a sale by the reporting person.

Stakeholder Impact

• **Shareholders**: The vesting and retention of shares by a key executive like the CTO generally signals continued commitment and alignment of interests with long-term shareholder value. The increase in direct beneficial ownership of common stock, alongside substantial RSU holdings, reinforces this alignment.
• **Employees**: Executive compensation structures, including RSU grants and vesting, can serve as a benchmark or motivator for other employees, particularly in a company's technology division.

Next Steps

• Remaining RSUs from the September 18, 2024 grant will vest in fifteen equal quarterly installments.
• Remaining RSUs from the March 20, 2025 grant will vest in fifteen equal quarterly installments.
• Future Form 4 filings are expected for subsequent vesting events and any other reportable transactions by Jeffrey Pinner.

Key Dates

Keywords

Robinhood Markets, HOOD, Jeffrey Pinner, CTO, Form 4, Insider Transaction, RSU Vesting, Stock Compensation, Executive Compensation, Fintech, Securities Exchange Act, 10b5-1 Plan