8-KLeadership ChangesRegulation FDExhibits & Filings

Robinhood Markets, Inc. 8-K Report, Executive Changes (Mar 23, 2022)

Filed March 23, 2022For Securities:HOOD

Summary

Robinhood Markets, Inc. announced a significant addition to its Board of Directors with the appointment of Meyer “Micky” Malka, effective March 23, 2022. Mr. Malka, founder and managing director of Ribbit Capital, brings extensive experience from the venture capital world. His appointment expands the Board to nine members and includes service on the Safety, Regulatory and Risk Committee. This move is particularly noteworthy given Ribbit Capital's existing significant stake in Robinhood, representing approximately 7.0% of Class A shares and 2.6% of voting power as of December 31, 2021. Mr. Malka's appointment comes after Ribbit Capital's substantial investment in Robinhood through convertible notes and warrants, details of which were previously disclosed. While various investor agreements that involved Ribbit Capital have terminated post-IPO, Malka's directorship signifies a continued alignment and brings a key investor's perspective to the company's governance. Robinhood also stated its intention to utilize its blog, "Under the Hood," as a primary channel for disclosing material information, consistent with Regulation FD.

Key Highlights

  • 1Appointment of Meyer “Micky” Malka to the Board of Directors as an independent Class II director.
  • 2Mr. Malka will also serve on the Safety, Regulatory and Risk Committee.
  • 3The Board size has increased from eight to nine directors.
  • 4Mr. Malka is the founder and managing director of Ribbit Capital, an entity holding approximately 7.0% of Robinhood's Class A shares and 2.6% of voting power.
  • 5Ribbit Capital previously invested in Robinhood via convertible notes and warrants, which are now fully converted/exercisable.
  • 6Robinhood will use its 'Under the Hood' blog for material information disclosures under Regulation FD.

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