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.
Positive
- None.
Negative
- None.
Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 24,112 | $0.00 | -- |
| Exercise | Restricted Stock Units | 48,992 | $0.00 | -- |
| Exercise | Restricted Stock Units | 22,731 | $0.00 | -- |
| Exercise | Restricted Stock Units | 16,497 | $0.00 | -- |
| Exercise | Class A Common Stock | 112,332 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 45,363 | $104.03 | $4.72M |
Footnotes (1)
- Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. 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. 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. 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. 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. 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.
