Robinhood Markets, Inc. · Other acquisition · Variable Share Forward Contract (obligation to sell)

What does this filing report?

An SEC Form 4 filing for Robinhood Markets, Inc. records an other acquisition involving Variable Share Forward Contract (obligation to sell) on November 21, 2025. The reported quantity was 1,000,000. The filing date is November 25, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Derivative terms

Underlying security

Class A Common Stock

Underlying quantity

1,000,000

Conversion / exercise price

Not reported

Exercise date

Not reported

Expiration date

Not reported

Filing footnotes & remarks

F1

In accordance with the procedures described in the interpretive letters from the staff of the SEC to Goldman Sachs & Co. LLC, dated December 20, 1999 and to Bank of America, N.A., dated December 1, 2011, on November 21, 2025, the Reporting Person entered into a variable share forward contract (the "Contract") with an unaffiliated third party dealer with respect to the Class A Common Stock (the "Shares") of Robinhood Markets, Inc. Pursuant to the Contract, the Reporting Person may elect to receive cash payment during the term of the Contract of up to $89.3 million in exchange for agreeing to pledge and deliver to the dealer up to 1,000,000 of the Shares (the "Maximum Number of Shares") where the Reporting Person retains dividend and voting rights in such Shares during the term of the pledge, or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract.

F2

The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume weighted average price per share of the Shares on or immediately prior to the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.

F3

The number of Shares to be delivered (or amount of cash to be paid) to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to approximately $97.15 (the "Floor Price"), the Reporting Person will deliver to the dealer the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to approximately $149.51 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver to the dealer a variable number of Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver to the dealer a number of Shares equal to (i) the Maximum Number of Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price. The Contract is expected to be settled in November 2027.

F4

The Shares are held by Lassen Residential LLC, which is controlled by the Malka Kleiner Revocable Trust dated July 16, 2012 (the "Malka Trust"). The Reporting Person serves as trustee of the Malka Trust. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.