Robinhood Announces Termination of Resale Registration Statement

Rhea-AI Summary

Robinhood Markets has filed to terminate its registration statement for the resale of Class A common stock associated with the automatic conversion of Tranche I convertible notes linked to its IPO. This move follows the expiration of a contractual obligation under the original purchase agreement for the notes. No new securities were sold by Robinhood, and this does not constitute an underwritten secondary offering. Despite this termination, holders of Tranche I notes can still sell their shares under Rule 144, which allows transactions in the public markets.

Positive

• Holders of Tranche I notes can still sell shares under Rule 144.

Negative

• Termination of the registration statement may signal a lack of interest in further public offerings.

MENLO PARK, Calif., Dec. 07, 2021 (GLOBE NEWSWIRE) -- Today, Robinhood Markets, Inc. (“Robinhood”) 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.

Contacts

Media

press@robinhood.com

Investor Relations

ir@robinhood.com

FAQ

What does Robinhood's termination of the registration statement mean for investors holding Class A common stock?

Investors holding Class A common stock can still sell their shares under Rule 144 despite the termination.

Why did Robinhood terminate its registration statement for the resale of shares?

The registration was terminated because the contractual obligation related to the resale of Conversion Shares expired.

How will the termination of the registration statement impact Robinhood's stock price?

The impact on stock price will depend on market perceptions; however, the termination does not change the number of shares available for sale.

What is the significance of Rule 144 in relation to the sale of Robinhood's shares?

Rule 144 allows former Tranche I noteholders to sell their shares in the public market after a designated holding period.

Did Robinhood conduct a new offering with the termination of the registration statement?

No, Robinhood did not sell additional securities; the termination does not represent an underwritten secondary offering.