Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the
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end of the period covered by this Annual Report, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
The Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud might occur without being detected.
ITEM 9B. OTHER INFORMATION
On February 24, 2022, our board of directors amended and restated our Bylaws, effective immediately, to clarify the calculation of “majority of votes cast” by stockholders set forth in Section 1.6 of the Bylaws.
A copy of the amended and restated Bylaws is filed as an exhibit to this Annual Report.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. The following consolidated financial statements of Robinhood Markets Inc. and subsidiaries are filed as part of this Annual Report on Form 10-K under Part II, Item 8:
• Reports of Independent Registered Public Accounting Firm on Consolidated Financial Statements
• Consolidated Balance Sheets as of December 31, 2021 and 2020
• Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019
• Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019
• Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
• Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019
• Notes to Consolidated Financial Statements
2. Financial Statement Schedules:
All schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated financial statements and notes thereto in Part II, Item 8 of this Annual Report on Form 10-K.
3. Exhibits:
The information required by this Item is set forth in the Exhibit Index that precedes the signature page of this Annual Report.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
The documents listed below are filed (or furnished, as noted) as exhibits to this Annual Report on Form 10-K:
Incorporated by Reference
Exhibit Number Description Form* Filing Date Exhibit Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc., dated August 2, 2021 (our “Charter”)
8-K 2021-08-02 3.1
3.2 Amended and Restated Bylaws of Robinhood Markets, Inc., dated February 2 4 , 2022 (our “Bylaws”)
X
4.1 Form of Class A Common Stock Certificate of Robinhood Markets, Inc.
S-1/A 2021-07-19 4.1
4.2 Form of ten-year Warrant to Purchase Stock of Robinhood Markets, Inc., issued to multiple investors on February 12, 2021
S-1 2021-07-01 4.2
4.3 Description of Robinhood Securities Registered Under Section 12 of the Exchange Act
X
10.1 Form of Indemnification Agreement between Robinhood Markets, Inc. and, separately, each of its directors and executive officers (other than Jan Hammer and Scott Sandell)
S-1/A 2021-07-19 10.1
10.2 Form of Indemnification Agreement between Robinhood Markets, Inc. and, separately, each of Jan Hammer and Scott Sandell
S-1/A 2021-07-19 10.2
10.3† Underwriting Agreement, dated July 28, 2021, between Robinhood Markets, Inc., as the issuer, and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein
10-Q 2021-08-18 10.3
10.4† Credit Agreement, dated as of April 16, 2021, by and among Robinhood Securities, LLC, the lenders thereto, JPMorgan Chase Bank N.A. as administrative agent, joint bookrunner and joint lead arranger, BMO Harris Bank N.A., as syndication agent, and BMO Capital Markets Corp. as joint bookrunner and joint lead arranger
S-1 2021-07-01 10.14
10.5+ Offer Letter between Robinhood Markets, Inc. and Jason Warnick, dated November 8, 2018
S-1 2021-07-01 10.6
10.6†+ Offer Letter between Robinhood Markets, Inc. and Daniel Gallagher, as amended and restated on December 15, 2020
S-1 2021-07-01 10.7
10.7†+ Offer Letter between Robinhood Markets, Inc. and Paula Loop, dated May 14, 2021
S-1 2021-07-01 10.8
10.8†+ Offer Letter between Robinhood Markets, Inc. and Jonathan Rubinstein, dated May 14, 2021
S-1 2021-07-01 10.9
10.9†+ Offer Letter between Robinhood Markets, Inc. and Robert Zoellick, dated May 14, 2021
S-1 2021-07-01 10.10
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10.10 Exchange Agreement, dated July 26, 2021 between Robinhood Markets, Inc. Baiju Bhatt, Vladimir Tenev, and certain of his related entities
10-Q 2021-08-18 10.8
10.11 Form of Equity Exchange Right Agreement, entered into on July 26, 2021 between Robinhood Markets, Inc. and, separately, (a) Baiju Bhatt and (b) Vladimir Tenev
S-1/A 2021-07-19 10.13
10.12 Voting Agreement, dated July 26, 2021, among Robinhood Markets, Inc., Baiju Bhatt, Vladimir Tenev, and certain related entities
10-Q 2021-08-18 10.10
10.13(a)†+ Robinhood Markets, Inc. 2020 Equity Incentive Plan, as amended on June 18, 2020 and form grant notices and award agreements thereunder
S-1 2021-07-01 10.2
10.13(b)+ Second Amendment to the Robinhood Markets, Inc. 2020 Equity Incentive Plan, dated March 10, 2021
S-1 2021-07-01 10.4
10.13(c)+ Third Amendment to the Robinhood Markets, Inc. 2020 Equity Incentive Plan, dated May 26, 2021
S-1 2021-07-01 10.5
10.13(d)+ Form of 2021 Market-Based RSU Award, dated May 26, 2021, between Robinhood Markets, Inc. and, separately (a) Baiju Bhatt and (b) Vladimir Tenev
S-1 2021-07-01 10.17
10.13(e)+ Form of RSU Agreement for Non-Employee Directors (including the Notice of Grant) under the 2020 Plan
S-1 2021-07-01 10.18
10.14(a)†+ Robinhood Markets, Inc. Amended and Restated 2013 Stock Plan and form grant notices and award agreements thereunder
S-1 2021-07-01 10.3
10.14(b)+ Form of Notice of Time-Based Restricted Stock Unit Award and Restricted Stock Unit Agreement under the Robinhood Markets, Inc. Amended and Restated 2013 Stock Plan for Vladimir Tenev and Baiju Bhatt
S-1 2021-07-01 10.15
10.14(c)+ Form of 2019 Market-Based RSU Award, as amended and restated on May 26, 2021, between Robinhood Markets, Inc. and, separately (a) Baiju Bhatt and (b) Vladimir Tenev
S-1 2021-07-01 10.16
10.15(a)+
Robinhood Markets, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”)
S-8 2021-07-29 99.1
10.15(b)+
Form of Restricted Stock Unit Agreement for Employees and Non-Employee Directors (including the Notices of Grant) under the 2021 Plan
10-Q 2021-08-18 10.16
10.15(c)+
Form of Fully Vested Stock Award Agreement for Non-Employee Directors (including the Notice of Grant) under the 2021 Plan
10-Q 2021-08-18 10.17
10.15(d) +
Form of Option Agreement for Employees and Non-Employee Directors (including the Notices of Grant) under the 2021 Plan
X
10.16(a)+
Robinhood Markets, Inc. 2021 Employee Share Purchase Plan (the “ESPP”)
S-8 2021-07-29 99.2
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10.16(b)+
Forms of ESPP Subscription Agreement and Notice of Withdrawal
10-Q 2021-08-18 10.19
10.17+ Robinhood Markets, Inc. Change in Control and Severance Plan for Key Employees
S-1/A 2021-07-19 10.22
21.1 Subsidiaries of Robinhood Markets, Inc.
X
23.1 Consent of Ernst & Young LLP
X
24.1 Power of Attorney (included in signature pages hereto)
X
31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act
X
31.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act
X
32.1‡ CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act
X
32.2‡ CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act
X
101.INS iXBRL (Inline eXtensible Business Reporting Language) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH iXBRL Taxonomy Extension Schema Document X
101.CAL iXBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF iXBRL Taxonomy Extension Definition Linkbase Document X
101.LAB iXBRL Taxonomy Extension Label Linkbase Document. X
101.PRE iXBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (contained in Exhibit 101) X
_________________
* File number is 001-40691 except that the S-1 (and S-1/A) file number is 333-257602 and the S-8 file number is 333-258250.
+ Indicates a management contract or compensatory plan.
† Certain schedules and exhibits have been omitted pursuant to Rule 601(a)(5) of Regulation S-K under the Securities Act. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
‡ The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Robinhood Markets, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly signed this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Menlo Park, California, on February 24, 2022.
Robinhood Markets, Inc.
By: /s/ Vladimir Tenev
Name: Vladimir Tenev
Title: Co-Founder, Chief Executive Officer and President
By: /s/ Jason Warnick
Name: Jason Warnick
Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vladimir Tenev and Jason Warnick, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
By: /s/ Vladimir Tenev Co-Founder, Chief Executive Officer and President and Director February 24, 2022
Vladimir Tenev
By: /s/ Jason Warnick Chief Financial Officer February 24, 2022
Jason Warnick (Principal Financial Officer and Principal Accounting Officer)
By: /s/ Baiju Bhatt Director February 24, 2022
Baiju Bhatt
By: /s/ Paula Loop Director February 24, 2022
Paula Loop
By: /s/ Jonathan Rubinstein Director February 24, 2022
Jonathan Rubinstein
By: /s/ Scott Sandell Director February 24, 2022
Scott Sandell
By: /s/ Robert Zoellick Director February 24, 2022
Robert Zoellick
By: /s/ Dara Treseder Director February 24, 2022
Dara Treseder
By: /s/ Frances Frei Director February 24, 2022
Frances Frei
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