Robinhood Markets, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
On February 26, 2025, the Company completed the acquisition of TradePMR. The acquisition date fair value of the consideration transferred for TradePMR was approximately $175 million following customary purchase price adjustments and was entirely paid in cash. The post-close compensation consisted of 2,049,711 unvested shares of the Company's Class A common stock, valued at approximately $100 million as of the closing date of the acquisition, which will vest over a four-year period post-acquisition, subject to the terms of a vesting agreement, in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Refer to Note 3 - Business Combinations to our unaudited condensed consolidated financial statements in this Quarterly Report for more information on this transaction.
Other than the above, from January 1, 2025 through September 30, 2025, the Company did not sell any shares of Class A common stock (or other equity securities of RHM) that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
The following table presents repurchases of shares of our Class A common stock during the three months ended September 30, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
|---|---|---|---|---|
| (in millions) | ||||
| July 1, 2025 - July 31, 2025 | 254,239 | $100.09 | 254,239 | $772 |
| August 1, 2025 - August 31, 2025 | 388,356 | $104.53 | 388,356 | $731 |
| September 1, 2025 - September 30, 2025 | 374,114 | $108.70 | 374,114 | $690 |
| Total | 1,016,709 | $104.95 | 1,016,709 | $690 |
(1) The average cost per share excludes the 1% excise tax on net share repurchase and commissions.
(2)On May 28, 2024, we announced that the board of directors approved the Repurchase Program authorizing the Company to repurchase up to $1 billion of its outstanding Class A common stock. On April 30, 2025, we announced that the board of directors has authorized an additional $500 million, bringing the Repurchase Program authorization to a total of $1.5 billion. Repurchase transactions may be made using a variety of methods, such as open market share repurchases, including the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, or other financial arrangements or transactions. The Repurchase Program does not obligate us to acquire any particular amount of Class A common stock and the Repurchase Program may be suspended or discontinued at any time at our discretion. Refer to Note 11 - Common Stock and Stockholders’ Equity of our unaudited condensed consolidated financial statements in this Quarterly Report for more information about the Repurchase Program.
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