As filed with the Securities and Exchange Commission on February 18, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Robinhood Markets, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 46-4364776 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
85 Willow Road, Menlo Park, California 94025
(Address of principal executive offices, including zip code)
2021 Omnibus Incentive Plan
2021 Employee Share Purchase Plan
(Full titles of the plans)
Vladimir Tenev
Chairman, Chief Executive Officer, and President
Robinhood Markets, Inc.
85 Willow Road, Menlo Park, California 94025
(844) 428-5411
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Jonathan J. Katz Michael L. Arnold Cravath, Swaine & Moore LLP Two Manhattan West 375 Ninth Avenue New York, New York 10001 (212) 474-1000 |
Lucas Moskowitz Maureen Montgomery Robinhood Markets, Inc. 85 Willow Road Menlo Park, California 94025 (844) 428-5411 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of increasing the number of securities of the same class as other securities for which certain registration statements of Robinhood Markets, Inc. (the “Registrant”) on Form S-8 relating to the same employee benefit plans are effective. The Registrant previously registered shares of its Class A common stock, par value $0.0001 per share, for issuance under its 2021 Omnibus Incentive Plan and its 2021 Employee Share Purchase Plan under Registration Statements on Form S-8, filed with the Securities and Exchange Commission on July 29, 2021 (File No. 333-258250), February 24, 2022 (File No. 333-262968), February 27, 2023 (File No. 333-270062) and February 27, 2024 (File No. 333-277408) (the “Previous Registration Statements”). Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference herein the contents of the Previous Registration Statements, and hereby deems the contents of the Previous Registration Statements to be a part of this Registration Statement, in each case except as supplemented, amended or superseded by the information set forth below herein.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers.
The Registrant has entered into indemnification agreements with each of its current directors and executive officers. These agreements require the Registrant to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Registrant, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. In addition, the indemnification agreement that the Registrant has entered into with Meyer Malka, who is a director of the Registrant and the Managing Partner of Ribbit Capital, also provides that, among other things, Ribbit Capital and their respective affiliates will also be entitled to indemnification by the Registrant to the same extent as Mr. Malka with respect to any claims that are based on Mr. Malka’s service to us. The Registrant also intends to enter into indemnification agreements with its future directors and executive officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Amended and Restated Bylaws provide for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain limitations. The Registrant’s Amended and Restated Certificate of Incorporation provides for such limitation of liability.
The Registrant maintains standard policies of insurance under which coverage is provided (a) to the Registrant’s directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments it may make to its officers and directors pursuant to the above indemnification provisions or otherwise as a matter of law.
Item 8. Exhibits.
EXHIBIT INDEX
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Menlo Park, State of California, on the 18th day of February, 2025.
| ROBINHOOD MARKETS, INC. | ||
| By: | /s/ Vladimir Tenev | |
| Vladimir Tenev | ||
| Chief Executive Officer and President | ||
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Gallagher, Vladimir Tenev and Jason Warnick, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||||
| By: | /s/ Vladimir Tenev |
Chief Executive Officer, President, and Director | February 18, 2025 | |||
| Vladimir Tenev | (Principal Executive Officer) | |||||
| By: | /s/ Jason Warnick |
Chief Financial Officer | February 18, 2025 | |||
| Jason Warnick | (Principal Financial Officer and Principal Accounting Officer) | |||||
| By: | /s/ Baiju Bhatt |
Director | February 18, 2025 | |||
| Baiju Bhatt | ||||||
| By: | /s/ Paula Loop |
Director | February 18, 2025 | |||
| Paula Loop | ||||||
| By: | /s/ Meyer Malka |
Director | February 18, 2025 | |||
| Meyer Malka | ||||||
| By: | /s/ Christopher Payne |
Director | February 18, 2025 | |||
| Christopher Payne | ||||||
| By: | /s/ Jonathan Rubinstein |
Director | February 18, 2025 | |||
| Jonathan Rubinstein | ||||||
| By: | /s/ Susan Segal |
Director | February 18, 2025 | |||
| Susan Segal | ||||||
| By: | /s/ Dara Treseder |
Director | February 18, 2025 | |||
| Dara Treseder | ||||||
| By: | /s/ Robert Zoellick |
Director | February 18, 2025 | |||
| Robert Zoellick | ||||||