Robinhood CFO settles RSUs, shares withheld for tax

Robinhood Markets, Inc. Chief Financial Officer Jason Warnick settled 19,290 restricted stock units into Class A common stock on October 1, 2025.

Rhea-AI Filing Summary

Robinhood Markets, Inc. Chief Financial Officer Jason Warnick settled 19,290 restricted stock units into Class A common stock on October 1, 2025. In connection with this vesting, 7,826 shares were withheld at $143.18 per share to satisfy tax withholding obligations, which the disclosure states does not represent a sale by him. After these transactions, he directly holds 588,691 Class A common shares.

The RSUs derive from a grant of 77,160 units made on March 24, 2022 under Robinhood’s 2021 Omnibus Incentive Plan. One-fourth of this grant vested on April 1, 2025, with the remaining units scheduled to vest in three equal quarterly installments, subject to Warnick’s continued service and certain accelerated vesting conditions.

Insights

Corporate Governance Analyst

Insider compensation events: CFO vested 19,290 RSUs; 7,826 shares withheld for taxes.

The Form 4 records a routine settlement of previously granted RSUs into 19,290 Class A shares on 10/01/2025, followed by a tax withholding disposition of 7,826 shares at $143.18. This is an administrative, non‑market sale action: the withholding represents internal share retention by the company rather than an open‑market sale.

The grant origin is documented: a 77,160 RSU award from March 24, 2022 with scheduled quarterly vesting after the one‑fourth vesting on 4/01/2025. These details are relevant for understanding executive compensation pacing and future potential insider share flows as remaining tranches vest.

Insider Trade Summary

19,290 shares exercised/converted

Exercise 3 txns

Insider Warnick Jason

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	19,290	$0.00	$0.00
Exercise	Class A Common Stock	19,290	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	7,826	$143.18	$1.12M

Holdings After Transaction: Restricted Stock Units — 19,290 contracts (Direct); Class A Common Stock — 588,691 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
2. F2. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 19,290 RSUs and does not represent a sale by the Reporting Person.
3. F3. On March 24, 2022, the Reporting Person was granted 77,160 RSUs under Robinhood's 2021 Omnibus Incentive Plan. One-fourth (1/4) of these RSUs vested on April 1, 2025, with the remainder scheduled to vest in three (3) 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.

Key Figures

RSUs settled: 19,290 units Tax-withheld shares: 7,826 shares Withholding price: $143.18 per share +3 more

6 metrics

RSUs settled 19,290 units Restricted stock units converted into Class A common stock on October 1, 2025

Tax-withheld shares 7,826 shares Class A shares withheld to satisfy tax obligations at vesting of RSUs

Withholding price $143.18 per share Price used for tax-withholding disposition of 7,826 Class A shares

Post-transaction holding 588,691 shares Direct Class A common stock held by Jason Warnick after reported transactions

Original RSU grant 77,160 units RSUs granted March 24, 2022 under Robinhood’s 2021 Omnibus Incentive Plan

Initial vesting date April 1, 2025 One-fourth of the 77,160 RSUs vested on this date

Key Terms

Restricted Stock Units, tax withholding obligations, Omnibus Incentive Plan, vesting and settlement

4 terms

Restricted Stock Units financial

"Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with vesting"

Omnibus Incentive Plan financial

"RSUs were granted under Robinhood's 2021 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

vesting and settlement financial

"RSUs convert into Class A Common Stock upon vesting and settlement"

FAQ

What did Robinhood (HOOD) CFO Jason Warnick report in this Form 4?

Jason Warnick settled 19,290 RSUs into Class A shares on October 1, 2025. As part of this vesting, 7,826 shares were withheld for taxes, and he now directly holds 588,691 Robinhood Class A common shares.

How many Robinhood (HOOD) RSUs did Jason Warnick vest and convert?

Warnick vested and settled 19,290 restricted stock units, which convert into Class A common stock on a one-for-one basis. These RSUs are part of a 77,160-unit grant awarded under Robinhood’s 2021 Omnibus Incentive Plan.

Were Jason Warnick’s withheld Robinhood (HOOD) shares a sale of stock?

No. The filing states that 7,826 shares were withheld by Robinhood to satisfy tax withholding obligations related to the RSU vesting and explicitly notes this does not represent a sale by Jason Warnick.

What is Jason Warnick’s Robinhood (HOOD) shareholding after these transactions?

Following the October 1, 2025 RSU settlement and tax withholding, Jason Warnick directly holds 588,691 shares of Robinhood Class A common stock, as reported in the post-transaction holdings summary.

What are the vesting terms of Jason Warnick’s Robinhood (HOOD) RSU grant?

On March 24, 2022, Warnick received 77,160 RSUs. One-fourth vested on April 1, 2025, with the remaining units scheduled to vest in three equal quarterly installments, subject to continued service and certain accelerated vesting conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 10/02/2025 - 05:06 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
10/01/2025

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	10/01/2025		M		19,290	A	(1)	596,517	D
Class A Common Stock	10/01/2025		F		7,826(2)	D	$143.18	588,691	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)	10/01/2025		M			19,290	(3)	(3)	Class A Common Stock	19,290	$0	19,290	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 19,290 RSUs and does not represent a sale by the Reporting Person.

3. On March 24, 2022, the Reporting Person was granted 77,160 RSUs under Robinhood's 2021 Omnibus Incentive Plan. One-fourth (1/4) of these RSUs vested on April 1, 2025, with the remainder scheduled to vest in three (3) 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	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.