HOOD Form 4: CFO Warnick RSU Vesting and Tax Withholding Recorded

Rhea-AI Filing Summary

Jason Warnick, Chief Financial Officer of Robinhood Markets, Inc. (HOOD), reported RSU vesting and related share withholding/sale on 09/01/2025. A total of 112,332 restricted stock units vested and converted one‑for‑one into Class A common stock. To satisfy tax withholding on those vested RSUs, 45,363 shares were withheld (reported as a disposition) at a price of $104.03, leaving the reporting person with 577,227 shares beneficially owned after the transactions. The filing also lists multiple prior RSU grants and remaining RSU/derivative holdings reflecting ongoing scheduled vesting from grants made in 2022–2025.

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting with tax withholding and a reported withholding disposition at $104.03.

The Form 4 documents standard post-vesting mechanics: 112,332 RSUs converted to shares and 45,363 shares withheld to satisfy tax obligations, reported as a disposition at $104.03. The transactions change the reporting person’s direct beneficial ownership to 577,227 shares. This is a routine liquidity/tax event tied to compensation vesting and does not, by itself, indicate a change in company outlook.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting norms for RSU vesting and tax withholding.

The filing clearly discloses the origin of the shares (multiple RSU grants from 2022–2025), vesting schedule references, and that withheld shares were used solely for tax obligations rather than an open-market sale by the officer. The form is consistent with typical insider reporting requirements and shows continued equity-based alignment between management and shareholders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Warnick Jason

(Last) (First) (Middle)

C/O ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/01/2025		M		112,332	A	(1)	622,590	D
Class A Common Stock	09/01/2025		F		45,363(2)	D	$104.03	577,227	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/01/2025		M			24,112	(3)	(3)	Class A Common Stock	24,112	$0	48,226	D
Restricted Stock Units	(1)	09/01/2025		M			48,992	(4)	(4)	Class A Common Stock	48,992	$0	293,954	D
Restricted Stock Units	(1)	09/01/2025		M			22,731	(5)	(5)	Class A Common Stock	22,731	$0	227,304	D
Restricted Stock Units	(1)	09/01/2025		M			16,497	(6)	(6)	Class A Common Stock	16,497	$0	230,960	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

2. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 112,332 RSUs and does not represent a sale by the Reporting Person.

3. On March 24, 2022, the Reporting Person was granted 385,802 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). One-sixteenth (1/16) of these RSUs vested on June 1, 2022, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

4. On March 22, 2023, the Reporting Person was granted 783,785 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2023, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

5. On March 20, 2024, the Reporting Person was granted 363,686 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2024, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

6. On March 20, 2025, the Reporting Person was granted 263,954 RSUs under the 2021 Plan. One-sixteenth (1/16) of these RSUs vested on June 1, 2025, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

Remarks:

	/s/ Matthew Yorkavich, attorney-in-fact for Jason Warnick	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Jason Warnick (HOOD) report on this Form 4?

The report shows 112,332 RSUs vested and converted into Class A shares on 09/01/2025, and 45,363 shares were withheld to satisfy tax withholding; the withheld shares are reported as a disposition at $104.03.

How many shares does the reporting person beneficially own after the transactions?

Following the reported transactions, the filing shows the reporting person beneficially owns 577,227 shares of Class A common stock.

Were the dispositions reported as open-market sales by the officer?

No. The filing explains that the 45,363 shares were withheld by Robinhood to satisfy tax withholding obligations and do not represent a sale by the Reporting Person.

What RSU grants are referenced in the filing?

The filing references RSU grants made on March 24, 2022 (385,802 RSUs), March 22, 2023 (783,785 RSUs), March 20, 2024 (363,686 RSUs), and March 20, 2025 (263,954 RSUs), with vesting schedules described in the explanations.

At what price were the withheld shares reported?

The withheld shares are reported at a price of $104.03 per share.