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As of February 21, 2023, there were 81 stockholders of record of our Class A common stock.
−Removed: Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to precisely estimate the total number of stockholders represented by these record holders, but based on input from proxy service providers we believe our Class A common stock is held by more than 850,000 separate accounts.
−Removed: As of February 18, 2022, there were eight stockholders of record of our Class B common stock and zero stockholders of record of our Class C common stock.
+Added: Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
+Added: As of February 21, 2023, there were seven stockholders of record of our Class B common stock and zero stockholders of record of our Class C common stock.
Dividend Policy
4 unchanged sentences
Sales of Unregistered Securities
−Removed: From January 1, 2021 through March 31, 2021, we granted to employees and consultants RSUs covering an aggregate 7.3 million shares of our common stock under our 2020 Plan, and we issued 3.2 million shares of common stock upon exercise of employee stock options under our 2013 Plan and our 2020 Plan.
−Removed: The foregoing transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering.
−Removed: We believe the offers, sales, and issuances of the above securities were exempt from registration in reliance on Rule 701 under the Securities Act because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule.
−Removed: In February 2021, we issued two tranches of convertible notes, consisting of $2.53 billion aggregate principal amount of Tranche I convertible notes and $1.02 billion aggregate principal amount of Tranche II convertible notes.
−Removed: We also granted to each purchaser of the Tranche I convertible notes a ten-year warrant to purchase a number of shares of equity securities equal to 15% of the aggregate proceeds invested by such purchaser in the Tranche I convertible notes, i.e., $379.8 million in aggregate maximum purchase amount.
−Removed: (As a result of the IPO, the warrants became exercisable for an aggregate of 14.3 million shares of Class A common stock at an exercise price of $26.60 per share.) The foregoing
−Removed: Table of Co ntents
−Removed: transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering.
−Removed: We believe the offers, sales, and issuances of the above securities were exempt from registration under Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) because they did not involve any public offering.
−Removed: In August 2021, in connection with the completion of the IPO each outstanding share of common stock was reclassified into a share of Class A common stock and:
−Removed: • all of our outstanding convertible notes automatically converted into 137.3 million shares of Class A common stock at a conversion price of $26.60 per share;
−Removed: • all 412.7 million shares of our outstanding redeemable convertible preferred stock automatically converted into an equivalent number of shares of common stock (which were then immediately reclassified as Class A common stock);
−Removed: • a total of 130.2 million shares of our Class B common stock were issued to our founders and their related entities in exchange for an equivalent number of shares of Class A common stock.
−Removed: No additional consideration was paid in connection with these conversions and exchanges.
−Removed: We believe the issuances of the above securities were exempt from registration pursuant to Section 3(a)(9) of the Securities Act because our securities were converted or exchanged by us with our existing security holders exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such conversion or exchange.
−Removed: For a description of sales of unregistered securities during the second and third quarters of 2021, refer to our reports on Form 10-Q for the three-month periods ended June 30, 2021 and September 30, 2021.
+Added: From January 1, 2022 through December 31, 2022 we did not sell any shares of Class A common stock (or other equity securities of Robinhood Markets, Inc.) that were not registered under the Securities Act.
+Added: Use of IPO Proceeds
+Added: As previously disclosed, our total net proceeds from the sale of Class A common stock by us in the IPO were approximately $2.05 billion after deducting the underwriting discounts and commissions.
+Added: The offer and sale of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.
+Added: 333-257602), which was declared effective by the SEC on July 28, 2021.
+Added: We used a portion of the net proceeds we received in the IPO to repay borrowings made under our revolving lines of credit (which borrowing were utilized to fund tax withholdings due prior to the IPO closing as a result of RSU settlements in connection with the pricing of our IPO).
+Added: We used the remaining IPO proceeds for working capital, capital expenditures, and general corporate purposes.
+Added: No proceeds currently remain from the IPO.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
−Removed: The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return of the KBW NASDAQ Financial Technology Index and the Standard & Poor’s 500 Index.
+Added: The graph above compares the cumulative total stockholder return on our Class A common stock with the cumulative total return of the KBW NASDAQ Financial Technology Index and the Standard & Poor’s 500 Index.
The graph assumes (i) that $100 was invested at the market close on July 29, 2021, the date that our Class A common stock commenced trading on the Nasdaq Global Select Market, in each of our Class A common stock, the KBW NASDAQ Financial Technology Index, and the Standard & Poor’s 500 Index and (ii) reinvestment of gross dividends.
The graph uses the closing market price on July 29, 2021 of $34.82 per share as the initial value of our Class A common stock.
−Removed: The stock price performance shown
−Removed: Table of Co ntents
−Removed: in the graph represents past performance and should not be considered an indication of future stock price performance.
+Added: The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance.
[REMOVED AND RESERVED]
−Removed: Table of Co ntents
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.