SCHEDULE: Robinhood Co-Founder Baiju Bhatt Amends Stake Disclosure

Robinhood Markets, Inc. co-founder Baiju Bhatt has filed an amendment to his Schedule 13G, disclosing a 7.6% beneficial ownership stake as of September 30, 2025.

Summary

• Baiju Bhatt, co-founder of Robinhood Markets, Inc., beneficially owns 64,069,727 shares, representing 7.6% of the Class A common stock as of September 30, 2025.
• This ownership includes 63,504,648 shares with sole voting power and 54,163,171 shares with sole dispositive power.
• His holdings comprise 87 shares of Class A common stock, 800 shares of Class A common stock issuable from restricted stock units (RSUs) within 60 days (vested October 1, 2025), and 63,198,840 shares of Class B common stock held through various trusts and LLCs.
• Specifically, Class B holdings include shares from The Baiju Prafulkumar Bhatt GRAT dated 10/4/18 (938,167 shares), Baiju P Bhatt 2023 GRAT (1,228,186 shares), Baiju P Bhatt 2025 GRAT (2,000,000 shares), The Baiju Prafulkumar Bhatt Living Trust, dated 11/30/17 (49,430,852 shares), and the Bhatt Family LLC (565,079 shares).
• Additionally, Mr. Bhatt has voting power over 1,408,450 shares held by Butterfly Management LLC, 1,814,875 shares by Surfboard Management LLC, and 6,683,231 shares by The Tenev 2017 Irrevocable Trust, pursuant to an irrevocable proxy under the Founders' Voting Agreement, but disclaims economic interest in these shares.
• The percentage ownership calculation is based on 773,963,666 Class A shares outstanding as of July 24, 2025, plus the assumed conversion of his Class B shares and issuable RSU shares, and does not reflect the 10:1 voting power of Class B stock.
• Mr. Bhatt also possesses Equity Exchange Rights, allowing him to exchange certain Class A shares received from RSUs (granted prior to August 2, 2021) for Class B shares.

Sentiment

Score: 7

Explanation: The filing is a routine amendment disclosing a co-founder's beneficial ownership. It indicates continued significant insider holdings and the stability provided by the Founders' Voting Agreement, which can be viewed as a positive for long-term strategic alignment. However, it does not contain new information that would significantly alter the company's financial outlook or operational performance.

Positives

• Continued significant insider ownership by a co-founder, Baiju Bhatt, which can signal confidence in the company's long-term prospects and strategic direction.
• The Founders' Voting Agreement ensures stable leadership and strategic alignment among the founders regarding board elections and corporate governance, potentially contributing to long-term stability.

Negatives

• The filing itself does not present explicit negative financial or operational information about Robinhood Markets, Inc., as it is primarily a disclosure of ownership.

Risks

• The Founders' Voting Agreement, which involves multiple founder-related entities, could lead to the parties being deemed a 'group' for purposes of Section 13(d)(3) under the Securities Exchange Act of 1934, potentially triggering additional regulatory obligations or scrutiny.
• The dual-class share structure, where Class B common stock carries 10 votes per share compared to Class A's one vote, concentrates significant voting power with the founders, potentially limiting the influence of Class A shareholders on major corporate decisions and governance matters.

Future Outlook

The filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The filing does not contain direct quotes or paraphrased statements from company management, as it is a disclosure by an individual reporting person.

Industry Context

This filing is a routine disclosure of a co-founder's beneficial ownership stake in Robinhood Markets, Inc. It does not provide broader industry trends or competitive analysis. However, significant insider ownership is a common characteristic in many technology and fintech companies, particularly those with dual-class share structures designed to maintain founder control.

Comparison to Industry Standards

• This filing is a standard Schedule 13G amendment disclosing beneficial ownership, which is a regulatory requirement. It does not contain financial or operational results that can be directly compared to industry benchmarks or specific comparable companies/projects.
• The dual-class share structure, however, is a common governance model among tech companies (e.g., Meta Platforms, Alphabet) designed to give founders long-term control, which is a relevant industry standard for founder-led growth companies.

Management Changes

Corporate Governance

Legal Proceedings

• The filing does not mention any litigation or regulatory matters.

Related Party Transactions

• The Founders' Voting Agreement itself is a related party arrangement between the co-founders (Baiju Bhatt and Vladimir Tenev) and their affiliated entities, governing voting rights and share transfers.
• The granting of irrevocable proxies by certain Founder Affiliates (related to Vladimir Tenev) to Baiju Bhatt for voting purposes, where Bhatt disclaims economic interest, constitutes a related party dealing.
• The right of first offer between founders and their affiliates for Class B share transfers that would convert to Class A is also a related party transaction.

Stakeholder Impact

• **Shareholders**: Class A shareholders may have limited influence on corporate governance due to the dual-class structure and the Founders' Voting Agreement concentrating voting power with the founders.
• **Management**: The Founders' Voting Agreement ensures stability in the board and leadership, supporting the founders' long-term vision.
• **Regulatory Bodies**: The disclosure ensures transparency regarding significant ownership stakes and potential 'group' formation under SEC rules.

Next Steps

• The filing itself does not explicitly state future actions, events, or milestones for the company or the reporting person beyond the disclosed ownership structure.

Key Dates

Recommendation

This filing is a routine disclosure of a co-founder's beneficial ownership and does not contain new financial or operational information to warrant a change in investment thesis. It confirms continued significant insider ownership and the existing corporate governance structure, which are factors already priced into the stock. Investors should hold their positions and await further operational or financial updates.

Keywords

Robinhood Markets, HOOD, Baiju Bhatt, SEC filing, Schedule 13G, beneficial ownership, Class A common stock, Class B common stock, Founders' Voting Agreement, insider ownership, corporate governance, voting power, restricted stock units, RSU