HOOD Form 4: CFO Jason Warnick settles 19,290 RSUs; tax withholding

Rhea-AI Filing Summary

Robinhood Markets, Inc. insider Form 4 shows CFO Jason Warnick had 19,290 restricted stock units vest and settle into 19,290 shares on 10/01/2025. To satisfy tax withholding, Robinhood withheld 7,826 shares at a per‑share price of $143.18, leaving the reporting person with 588,691 shares beneficially owned after the transactions (previously 596,517 immediately after RSU settlement). The RSUs were part of a 77,160 grant from March 24, 2022, with one‑fourth vested on April 1, 2025 and remaining shares scheduled to vest in three equal quarterly installments subject to continued service.

Positive

• 19,290 RSUs vested and converted to Class A shares, reflecting scheduled compensation vesting
• Tax withholding was satisfied via share withholding (7,826 shares) rather than an open‑market sale

Negative

• Insider beneficial ownership declined from 596,517 to 588,691 shares after withholding

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.

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

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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).

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.

FAQ

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

The Form 4 reports the vesting and settlement of 19,290 RSUs into 19,290 Class A shares on 10/01/2025, and the withholding of 7,826 shares to satisfy tax obligations.

How many shares were withheld for taxes and at what price?

Robinhood withheld 7,826 shares to satisfy tax withholding at an indicated per‑share price of $143.18.

What is the reporting person's total beneficial ownership after these transactions?

Following the reported transactions, the reporting person beneficially owned 588,691 Class A shares.

Where did the vested RSUs originate and what is the remaining vesting schedule?

The RSUs were part of a 77,160 grant awarded on March 24, 2022. One‑fourth vested on April 1, 2025, with the remainder scheduled to vest in three equal quarterly installments, subject to continued service.

Was the withholding a public sale of shares?

No. The 7,826 shares represent shares withheld by Robinhood to satisfy tax withholding related to RSU settlement, not an open‑market sale by the reporting person.