RVI Files to Register Robinhood's Entire 47% Stake for Resale; Parent Has Already Sold 1.3 Million Shares

Robinhood Ventures Fund I, the NYSE-listed fund that holds shares of private companies, filed a shelf registration on October 23, 2026 covering all 12,926,363 RVI shares held by Robinhood Markets, Inc., the fund's seed investor and an affiliate of its adviser. That is 47.44% of the 27,247,215 shares outstanding on October 22. The fund says it is registering the shares under the registration rights it granted Robinhood with the seed investment, and the filing replaces a February 13 resale registration that the fund withdrew the same day; that earlier statement was never declared effective and no shares were sold under it. The new registration is not yet effective either.

The fund states that the registration 'does not mean that the selling shareholder will offer or sell any of the Secondary Shares.' Robinhood has, however, been selling since June: its Forms 4 report 1,295,267 shares sold from June 3 to October 26 for about $40.1 million, and every sale from July 6 on is marked as made under a trading plan intended to satisfy Rule 10b5-1(c). Its most recent sales, on October 26, were at $25.00, below the $29.20 NAV per share at September 30. NAV is reported quarterly, so that is the latest figure available, not a NAV on the sale date.

Resales transfer existing shares to new owners; they do not themselves issue additional shares or raise money for the fund. The fund receives none of the proceeds from Robinhood's sales, though it pays the registration expenses.

Robinhood's sales and remaining stake

Robinhood bought 14,217,271 shares under a seed capital purchase agreement before the fund's IPO, paying $350,000,014, or about $24.62 a share after a 1.0239-for-1 split on March 5, 2026, according to the fund's annual report. The IPO that month sold 12,615,608 shares at $25.00, plus 414,336 over-allotment shares. Robinhood's 30-day lock-up with Goldman Sachs expired after the IPO, and a Form 144 filed June 3 gave notice of a proposed sale of up to 3,700,000 shares.

Forms 4 filed from June 5 to July 1 report 871,602 shares sold from June 3 to June 30 for $28.5 million, at weighted average prices from $30.92 to $45.63, including a single sale of 700,000 shares at $30.92 on June 25. None of those Forms 4 marks the sales as made under a Rule 10b5-1 plan. Forms 4 filed from July 8 to October 27 report 423,665 shares sold from July 6 to October 26 for $11.6 million, at weighted average prices from $25.00 to $33.96, and each is marked as a 10b5-1 plan sale. None reports a sale between August 31 and October 5. The Forms 4 do not give the plan's adoption date or terms.

The 12,926,363 shares in the N-2 are Robinhood's holding after its October 21 sale. Its Form 4 filed October 27 reports a further 4,359 shares sold from October 23 to 26, leaving 12,922,004: the 14,217,271 seed shares less the 1,295,267 sold. Robinhood's holdings by date:

New fund securities are separate

The same N-2 also lets the fund itself issue new common shares, preferred shares, subscription rights and debt, on terms to be set in later supplements, with any proceeds used for investments. Those would be new securities rather than transfers of existing ones, and the prospectus warns that a shareholder who does not fully exercise subscription rights in a rights offering may be diluted. It says part of any fund offering may be sold to Robinhood customers through the IPO Access feature of Robinhood Financial. The filing does not say whether or when the fund will issue anything.

The N-2 lists RVI's quarterly closing prices against NAV. In the quarter to June 30, closes ranged from $24.43 to $73.71 against a June 30 NAV of $25.02; the high was 294.60% of that NAV. In the quarter to September 30, closes ranged from $24.41 to $34.43 against a NAV of $29.20.

Why it matters

Robinhood holds close to half of RVI. According to the N-2, once the registration is declared effective it 'will enable the selling shareholder and its permitted transferees to trade the Secondary Shares without restriction under the Securities Act'; its sales to date have been made as an affiliate under Rule 144, which limits volume and manner of sale. The prospectus also says sales of these shares 'may occur at prices below the NAV per common share' and 'may adversely affect the market price' of the shares. The 10b5-1 designation means the July to October sales were reported as made under a plan set in advance; it does not explain why Robinhood is selling. Separately, the Robinhood Ventures funds and their advisers have a pending SEC application, filed in July and amended October 28, to invest in private deals alongside affiliates including Robinhood Markets.

What the filings do not show

The registration does not say whether Robinhood intends to sell any or all of the shares, over what period or at what price, and no filing gives a reason for the sales already made or the terms of the trading plan. Prices on the Forms 4 are weighted averages for each day's sales. AltStreet has not contacted Robinhood.