Robinhood (HOOD) Announces Termination of Resale Registration Statement

Today, Robinhood Markets, Inc. (NASDAQ: HOOD) filed to terminate its registration statement for the resale of Class A common stock received by certain shareholders upon the automatic conversion of Tranche I convertible notes in connection with Robinhood’s IPO (the “Conversion Shares”). As previously described in Robinhood’s October 8, 2021 press release, the registration statement had been filed to register the potential resale of these Conversion Shares into the public markets. Robinhood filed the registration statement pursuant to a pre-existing contractual obligation under the purchase agreement for the Tranche I convertible notes. Robinhood itself did not sell any additional securities and the filing did not represent an underwritten secondary offering. Robinhood terminated the registration with today’s filing because the contractual obligation has expired. The termination will take effect as soon as the SEC declares the amendment effective. Although the registration statement will no longer be available, former Tranche I noteholders can continue to sell these shares in the public markets under Rule 144 (which allowed investors to begin selling Conversion Shares on the 91st day after Robinhood’s IPO). Accordingly, the termination of the registration statement will not impact the number of shares of Robinhood Class A common stock that can be sold in the public markets.

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