Form 4: Robinhood Officer's RSU Vesting & Tax Withholding

Steven M. Quirk, Robinhood's Chief Brokerage Officer, reported the vesting of 43,403 restricted stock units and the subsequent withholding of shares for tax obligations.

Summary

• Steven M. Quirk, Chief Brokerage Officer of Robinhood Markets, Inc. (HOOD), reported a transaction on November 1, 2025.
• This transaction involved the vesting and settlement of 43,403 Restricted Stock Units (RSUs) into Class A Common Stock.
• To satisfy tax withholding obligations, 19,228 shares were withheld by Robinhood at a price of $146.78 per share.
• Following these transactions, Quirk beneficially owns 118,629 shares of Class A Common Stock directly.
• Quirk also beneficially owns 43,403 derivative securities in the form of Restricted Stock Units.
• The RSUs convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
• The original grant of 694,444 RSUs occurred on March 24, 2022, with a vesting schedule of 1/16th on May 1, 2022, and the remainder in fifteen equal quarterly installments.

Sentiment

Score: 5

Explanation: This filing reports a routine, pre-scheduled compensation event (RSU vesting) for an executive, which is neither inherently positive nor negative for the company's operational or financial performance. The tax withholding is also a standard procedure.

Positives

• Vesting of 43,403 Restricted Stock Units indicates continued compensation for a key executive.
• The executive retains a significant direct beneficial ownership of 118,629 Class A Common Stock shares, aligning interests with shareholders.

Negatives

• 19,228 shares were withheld by Robinhood to cover tax obligations, reducing the direct share count received by the executive from the vesting event.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing.

Management Comments

• Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
• Shares were withheld by Robinhood Markets, Inc. to satisfy tax withholding obligations in connection with the vesting and settlement of 43,403 RSUs and does not represent a sale by the Reporting Person.
• The Reporting Person was granted 694,444 RSUs under Robinhood's 2021 Omnibus Incentive Plan, with a scheduled vesting over time subject to continued service.

Industry Context

The vesting of Restricted Stock Units (RSUs) and subsequent tax withholding is a common compensation practice for executives in the technology and financial services industries, including brokerage firms like Robinhood. This mechanism is widely used to align executive incentives with long-term shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a significant component of executive compensation is standard practice across the technology and financial sectors, comparable to companies like Charles Schwab, Fidelity, and other fintech platforms.
• The one-for-one conversion of RSUs to common stock upon vesting is a typical structure.
• The withholding of shares to cover tax obligations upon vesting is a standard and efficient method for both the company and the executive, avoiding the need for the executive to sell shares on the open market to cover taxes.

Related Party Transactions

• The vesting and settlement of Restricted Stock Units represent a transaction between the company and an executive, which is a form of related party transaction related to compensation.

Stakeholder Impact

• Shareholders: Minimal direct impact as RSU vesting is a pre-planned compensation event, with potential minor dilution already factored into equity plans. The executive's continued share ownership aligns interests.
• Employees: No direct impact on general employees, but it reflects the company's executive compensation structure.

Next Steps

• Remaining Restricted Stock Units from the March 24, 2022 grant are scheduled to vest in fifteen equal quarterly installments, subject to continued service.

Key Dates

Keywords

Robinhood Markets, HOOD, Steven M. Quirk, Chief Brokerage Officer, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Stock Compensation, Tax Withholding