Robinhood Markets (HOOD) 10-K risk factor changes: FY2023 vs FY2022

[removed: - We] [added: *•We] might not grow in line with historical [removed: rates.][added: rates.*]

[removed: - We] [added: *•We] have limited operating experience at our current scale, which subjects us to a number of uncertainties, risks, and difficulties that could adversely affect our [removed: business.][added: business.*]

[removed: - Our] [added: *•Our] results of operations and other operating metrics fluctuate from quarter to quarter, which makes these metrics difficult to [removed: predict.][added: predict.*]

[removed: - We] [added: *•We] have incurred operating losses in the past and might not be profitable in the [removed: future.][added: future.*]

- [removed: Factors] [added: *Factors] that affect transaction-based revenue — such as reduced spreads in securities pricing, reduced levels of trading activity generally, changes in our business relationships with market makers, and any new regulation of, or any bans on, PFOF and similar practices — might result in reduced profitability, increased compliance costs, and negative [removed: publicity.][added: publicity.*]

[removed: - We] [added: *•We] are directly and indirectly exposed to fluctuations in interest rates, and rapidly changing interest rate environments could reduce our net interest revenues and otherwise result in reduced [removed: profitability.][added: profitability.*]

[removed: - As] [added: *•As] registered broker-dealers, we are subject to “best execution” requirements under SEC guidelines and FINRA rules.

We could be penalized if we fail to comply with these requirements and these requirements might be modified in the future in a way that could harm our [removed: business.][added: business.*]

[removed: - Unfavorable] [added: *•Unfavorable] media coverage and other events that harm our brand and reputation could adversely affect our revenue and the size, engagement, and loyalty of our customer [removed: base.][added: base.*]

[removed: - Our] [added: *•Our] business has been and might continue to be harmed by changes in business, economic, or political conditions that impact global financial markets, or by a systemic market [removed: event.][added: event.*]

[removed: - Our] [added: *•Our] future success depends on the continuing efforts of our key employees and our ability to attract and retain senior management and other highly skilled [removed: personnel.][added: personnel.*]

[removed: - Our] [added: *•Our] business is subject to extensive, complex and changing laws and regulations, and related regulatory proceedings and investigations.

Changes in these laws and regulations, or our failure to comply with these laws and regulations, could harm our [removed: business.][added: business.*]

[removed: - We] [added: *•We] have been subject to regulatory investigations, actions, and settlements and we expect to continue to be subject to such proceedings in the future, which could cause us to incur substantial costs or require us to change our business practices in a materially adverse [removed: manner.][added: manner.*]

[removed: - We] [added: *•We] are involved in numerous litigation matters that are expensive and time consuming, and, if resolved adversely, could expose us to significant liability and reputational [removed: harm.][added: harm.*]

[removed: - We] [added: *•We] operate in highly competitive markets, and many of our competitors have greater resources than we do and may have products and services that are more appealing than ours to our current or potential [removed: customers.][added: customers.*]

[removed: - If] [added: *•If] we fail to retain existing customers or attract new customers, or if our customers decrease their use of our products and services, our revenue will [removed: decline.][added: decline.*]

[removed: - If] [added: *•If] we fail to provide and monetize new and innovative products and services that are adopted by customers, our business may become less competitive and our revenue might [removed: decline.][added: decline.*]

[removed: - Our] [added: *•Our] products and services rely on software and systems that are highly technical and have been, and may in the future be, subject to interruption, instability, and other potential flaws due to software errors, design defects, and other processing, operational, and technological failures, whether internal or [removed: external.][added: external.*]

[removed: - We] [added: *•We] rely on third parties to perform some key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of [removed: operations.][added: operations.*]

[removed: - Our] [added: *•Our] business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or data or those of our customers or third-party [added: or fourth-party] service [removed: providers.][added: providers.*]

[removed: - If] [added: *•If] we do not maintain the net capital levels required by regulators, our broker-dealer business may be restricted and we may be fined or subject to other disciplinary or corrective [removed: actions.][added: actions.*]

[removed: - Our] [added: *•Our] compliance and risk management policies and procedures as a regulated financial services company might not be fully effective in identifying or mitigating compliance and risk exposure in all market environments or against all types of [removed: risk.][added: risk.*]

[removed: - The] [added: *•The] prices of most cryptocurrencies are extremely volatile.

Fluctuations in the price of various cryptocurrencies might cause uncertainty in the market and could negatively impact trading volumes of cryptocurrencies, [added: and we may not effectively identify, prevent or mitigate cryptocurrency market risks, any of] which would adversely affect the success of our business, financial condition and results of [removed: operations.][added: operations.*]

[removed: - Our] [added: *•Our] support for Crypto Transfers, Robinhood Wallet, [removed: spending accounts,] [added: Robinhood Connect, the Robinhood Cash Card, Robinhood Credit, Spending Account,] and [removed: debit card] [added: other payments and spending] services increases the risk that our platform could be exploited to facilitate illegal payments, potentially resulting in [removed: enforcement actions, fines,] [added: loss of customer assets, customer disputes,] and [removed: civil liability.][added: other liabilities, which could harm our reputation and adversely impact trading volumes and transaction-based revenues.*]

[removed: - Substantial] [added: *•Substantial] future issuances or sales of shares of our Class A common stock in the public market could result in significant dilution to our stockholders and such issuances or sales, or the perception that they may occur, could cause the trading price of our Class A common stock to [removed: fall.][added: fall.*]

[removed: - The] [added: *•The] multi-class structure of our common stock has the effect of concentrating voting power with our founders, which limits your ability to influence the outcome of matters submitted to our stockholders for approval.

In addition, the Founders’ Voting Agreement [removed: (defined] [added: (as defined] below) and any future issuances of our Class C common stock could prolong the duration of our founders’ voting [removed: control.][added: control.*]

However, the circumstances that accelerated the growth of our business [removed: over] [added: in] the [removed: last few years,] [added: past,] including an extended period of general macroeconomic growth in the U.S., [removed: particularly in the U.S. equity markets,] as well as growth in the financial services and technology [removed: industries in which we operate, did not continue] [added: industries, have slowed] in [removed: 2022] [added: recent years] and [removed: might] [added: may] not [removed: return] [added: exist] in the future.

We might [removed: continue to] experience declines in the growth of our business (or negative growth) as a result of a number of factors, including slowing demand for our platform, insufficient growth in the number of customers that utilize our platform, declines in the level of usage of our platform by existing customers, macroeconomic factors, increasing competition, a decrease in the growth of our overall market, or our failure to continue to capitalize on growth opportunities, including as a result of our inability to scale to meet such growth and economic conditions that have, in some instances, and could continue to reduce financial activity and the maturation of our business, among others.

[added: If our revenue growth] rate continues to decline, investors’ perceptions of our business and the trading price of our Class A common stock could be adversely affected.

[removed: However, as a result of the general downturn in economic conditions and the U.S. equity markets in 2022, we] announced two restructurings in April 2022 (the “April 2022 Restructuring”) and August of 2022 (the “August 2022 Restructuring”) that impacted approximately 1,100 employees and scaled back hiring plans.

[removed: - our] [added: *•our] ability to retain and engage existing customers and attract new [removed: customers;][added: customers;*]

[removed: - the] [added: *•the] timing and success of new product and service introductions by us or our competitors, or other changes in the competitive landscape of our [removed: market;][added: market;*]

[removed: - volatility] [added: *•volatility] in the market generally or the occurrence of so-called “meme” trading in equities, options, or cryptocurrencies, which can cause our trading volumes to [removed: fluctuate;][added: fluctuate;*]

[removed: - fluctuations] [added: *•fluctuations] in interest [removed: rates;][added: rates;*]

[removed: - increases] [added: *•increases] in marketing, sales, compensation (for example, due to increased hiring competition for highly skilled personnel), cloud infrastructure, and other operating expenses that we might incur to grow and expand our operations and to remain [removed: competitive;][added: competitive;*]

[removed: - the] [added: *•the] timing and amount of non-cash expenses, such as share-based compensation [added: (“SBC”)] and asset [removed: impairment;][added: impairments;*]

[removed: - the] [added: *•the] success of our expansion into new [removed: markets;][added: markets;*]

*•We are incorporating AI technologies into some of our products and processes.

These technologies may present business, compliance, and reputational risks.*

*•Any particular cryptocurrency’s status as a “security” is subject to a high degree of uncertainty and if we have not properly characterized one or more cryptocurrencies, we might be subject to regulatory scrutiny, investigations, fines, and other penalties.*

*•Cryptocurrency laws, regulations, and accounting standards are often difficult to interpret and are rapidly evolving in ways that are difficult to predict.

Changes in these laws and regulations, or our failure to comply with them, could negatively impact cryptocurrency trading on our platform.*

We have grown rapidly since our founding.

As a result of the general downturn in economic conditions and the U.S. equity markets in 2022, we

As part of our ongoing efforts in the normal course of business, we continuously evaluate whether we are appropriately staffed to be cost efficient.

From time to time we have reduced our staff in certain departments as we saw increased productivity and opportunities for greater efficiency under a leaner operating model while continuing to deliver great service and innovation for our customers.

*•ceasing support for certain cryptocurrencies on our platform that the SEC or a court has asserted or determined are securities or proactively removing certain cryptocurrencies because they share similarities with such cryptocurrencies;*

In most full year periods since our inception, we have incurred operating losses.

Although we have had two quarters of positive GAAP net income in 2023 and we generated higher net revenues for 2023 compared to each of 2019 through 2022, we reported a GAAP net loss for full year 2023 and we might not be able to increase our revenue and/or further reduce our operating expenses by sufficient amounts to generate positive net income in the future.

In addition, to the extent that the SEC or a court asserts or determines that any cryptocurrencies supported by our platform are securities, we might not continue to facilitate trading of those cryptocurrencies (including ceasing support for such cryptocurrencies on our platform) or it might cause us to proactively remove certain cryptocurrencies from our platform because they share similarities with such cryptocurrencies.

For instance, in May 2023, two prominent market makers announced their respective decisions to limit their offerings in cryptocurrency trading within the United States.

Without additional market makers supporting cryptocurrencies entering the industry in the United States, the risk that we may be unable to find suitable market makers to support cryptocurrencies is increasingly heightened.

Market makers also have a duty

As previously disclosed, in December 2019 and 2020, we settled a FINRA disciplinary action and an SEC investigation, respectively, that related to our best execution practices.

We might be adversely affected in the future by regulatory changes related to our obligations with regard to capital maintenance requirements.

For example, in July 2023, the SEC proposed amendments to the broker-dealer customer protection rule (SEC Rule 15c3-3) to require certain broker-dealers to compute their customer and broker-dealer reserve deposit requirements, and to make any required deposits, daily rather than weekly.

Any such amendments could make it more difficult for us to comply with these regulations.

Additionally, there is not definitive guidance on whether or how these rules may apply to cryptocurrencies, and we might be adversely affected in the future if the SEC determines that they do.

See the discussion of SEC Staff Accounting Bulletin 121 (“SAB 121”) below in “*Cryptocurrency laws, regulations, and accounting standards are often difficult to interpret and are rapidly evolving in ways that are difficult to predict.

Changes in these laws and regulations, or our failure to comply with them, could negatively impact cryptocurrency trading on our platform*.”

We could incur substantial losses from our cash and investment accounts if one or more of the financial institutions that we use fails or is taken over by the FDIC.

We maintain cash and investment accounts, as well as restricted cash as certificates of deposits for facility leases and other contractual obligations, at multiple financial institutions in amounts that are significantly in excess of the limits insured by the FDIC.

In spring 2023, certain U.S. banks failed and were taken over by the FDIC (the “2023 Banking Events”).

If any of the financial institutions where we hold significant deposits were to fail or be taken over by the FDIC, our ability to access such accounts has in the past and could be in the future temporarily or permanently limited, which could adversely affect our business.

In particular, while we have taken steps to help ensure that the loss of all or a significant portion of any uninsured amount would not have an adverse effect on our ability to pay our operational expenses or make other payments, the failure of a financial institution where we hold significant deposits has in the past and may in the future require us to move funds to another bank, which could cause a temporary delay in making payments to our vendors and employees, or under other contractual arrangements, and cause other operational inconveniences.

Additionally, any losses or delay in access to funds as a result of such events could have a material adverse effect on our ability to meet contractual obligations, earnings, financial condition, cash flows, and stock price.

A prolonged market weakness, such as a slowdown causing reduced trading volume in securities, derivatives, or cryptocurrency markets,

Additionally, concerns regarding the U.S. and/or international financial systems, such as in connection with the 2023 Banking Events, could result in less favorable commercial financing terms available to us, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on our access to credit and liquidity sources.

Employees who do not live within 35 miles of any of our offices continue to be allowed to work remotely full-time.

and our senior management team has experienced recent changes.

Additionally, the Return to Office policy may negatively impact our ability to retain and recruit highly skilled personnel, especially to the extent other companies continue to allow more flexible remote working models.

Moreover, these kinds of acquisitions or investments can result in unforeseen

We recently started operating in certain international markets and plan to further expand our international operations, which exposes us to significant new risks, and our international expansion efforts might not succeed.

in which we operate.

For example, since launching Sherwood Media, our media subsidiary dedicated to providing news and information about the markets, economics, business, technology, and the culture of money), we have received inquiries from FINRA regarding Sherwood Media’s relationship to RHF.

As a licensed money transmitter, we are subject to obligations and restrictions with respect to

- Since March 2023, we have reached settlements with over 30 state regulators, including, for example, the Alabama Securities Commission, the California Department of Financial Protection and Innovation, the Colorado Division of Securities, the Delaware Department of Justice - Investor Protection Unit, the New Jersey Bureau of Securities, the South Dakota Division of Insurance, and the Texas State Securities Board regarding investigations related to RHF’s options trading and related customer communications and displays, options and margin trading approval process, the March 2020 Outages, and customer support issues prior to June 2020, under which we have agreed to pay a monetary penalty of $200,000 per state.

- We might need additional capital to provide liquidity and support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, might result in stockholder dilution, or might be delayed or prohibited by applicable regulations.

We have grown rapidly over the last few years.

In particular, from March 2020 through June 2021, we experienced a significant increase in revenue, Monthly Active Users (“MAU”), Assets Under Custody (“AUC”), and Net Cumulative Funded Accounts.

For example, for fiscal years 2019, 2020, and 2021, our revenue was $278 million, $958 million and $1,815 million, respectively, representing annual growth of 245% in 2020 and 89% in 2021.

Similarly, at year-end 2019, 2020, and 2021 we had Net Cumulative Funded Accounts of 5.1 million, 12.5 million, and 22.7 million, respectively, representing annual growth of 143% in 2020 and 82% in 2021.

For example, for fiscal year 2022, our revenue was $1,358 million, representing an annual decline of 25%, and we had Net Cumulative Funded Accounts of 23 million, representing an annual growth of only 1%.

If our revenue growth

For example, in 2020 and the first half of 2021, we went through a period of hyper growth accelerated by several factors including pandemic lockdowns, low interest rates, and fiscal stimulus.

We incurred operating losses each year from our inception in 2013 through 2019, including net losses of $6 million, $58 million, and $107 million for years 2017, 2018, and 2019, respectively.

Although we generated positive net income for 2020, we returned to a net loss position for 2021 and 2022 as our operating expenses increased substantially.

While we have publicly stated our expectation to get much closer to positive U.S. generally accepted accounting principles (“GAAP”) net income in the back half of 2023, we might not be able to increase our revenue and/or further reduce our operating expenses by sufficient amounts to become profitable again on a GAAP basis in the future.

who have at times alleged that PFOF arrangements, like those we have with our market makers, can result in harm to customer execution quality.

As of December 31, 2022, on a consolidated basis we had $6.3 billion in cash and cash equivalents and $2.91 billion available under our existing and committed credit facilities.

resulting in unanticipated and/or excessive withdrawals or redemptions, or a suspension of redemptions or withdrawals of customer assets.

As a result of a cease-and-desist order issued by the SEC on December 17, 2020 and our related settlement in connection with the SEC’s investigation of our best execution and receipt of PFOF, we are currently an “ineligible issuer,” as the term is defined under Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”), and we will remain an ineligible issuer until December 17, 2023.

As long as we are an ineligible issuer, we will generally be prevented from using free writing prospectuses and recorded roadshows in securities offerings, and we will not qualify as a “well-known seasoned issuer” (“WKSI”) (which status we otherwise would have achieved by August 2022).

We will therefore be unable to take advantage of benefits associated with WKSI status, such as the ability to file universal shelf registration statements on Form S-3 that are automatically effective.

These restrictions could impair our ability to raise additional capital quickly in response to changing requirements and market conditions.

trends in business and finance, changes in volume of securities or cryptocurrencies trading generally (such as the bear markets that developed for equities and crypto in the second quarter of 2022 and continue to persist (the “2022 Bear Markets”)), changes in the markets in which such transactions occur (such as following the 2022 Crypto Bankruptcies), and changes in how such transactions are processed.

The future impact of the COVID-19 pandemic or the emergence of any similar public health threats on our business, financial condition, and results of operations is uncertain.

Following the March 2020 onset of the COVID-19 pandemic, we saw substantial growth in our user base, retention, engagement, and trading activity metrics, and we saw periodic all-time highs achieved by the equity markets generally.

During this period, market volatility, stay-at-home orders, and increased interest in investing and personal finance, coupled with low interest rates and a positive market environment, especially in the U.S. equity and cryptocurrency markets, helped foster an environment that encouraged an unprecedented number of first-time retail investors to become our users and begin trading on our platform.

The COVID-19 pandemic has also resulted, in part, in inefficiencies and delays in our business, operational challenges, additional costs related to business continuity initiatives as our workforce continues to work remotely, and increased vulnerability to cybersecurity attacks or other privacy or data security incidents.

As the COVID-19 pandemic began to subside in the second half of 2021 and the related circumstances that accelerated the growth of our business did not continue, we saw the growth of our user base in recent periods slow compared to the accelerated growth we experienced in 2020 and the first half of 2021.

The extent of the impact of any COVID-19 resurgence or emergence of similar public health threats on our business, financial condition and results of operations will depend largely on future developments, including the duration of any COVID--19 resurgence or similar public health threat and actions taken to contain or address their impact, their impact on capital and financial markets, and their related impact on the financial circumstances of our customers, all of which are highly uncertain and difficult to predict.

governmental and other regulatory approvals, which are beyond our control, and may take longer than expected to be obtained, if at all.

impose penalties on us, charge additional or higher fees, or terminate their relationships with us.

In addition, criminal authorities such as

- In December 2020, we settled an SEC investigation under which we paid a $65 million civil penalty and agreed to engage an independent compliance consultant.

Entertainment Holdings, Inc., and specifically as to whether any employee trading in these securities occurred after the decision to impose the Early 2021 Trading Restrictions and before the public announcement of the Early 2021 Trading Restrictions on January 28, 2021.

trading.

In June 2022, the majority staff of the House Financial Services Committee released a report on the market events surrounding the Early 2021 Trading Restrictions, which alleged that “Robinhood exhibited troubling business practices, inadequate risk management, and a culture that prioritized growth above stability” and concluded in part that Congress should adopt legislation requiring the SEC and FINRA to study how market rules and supervision should evolve to address social media driven market activity.

After issuing a request for information and public comment on digital engagement practices by broker-dealers and investment advisers in August 2021, the fall 2022 regulatory agenda published by the SEC also indicated that the SEC would consider proposing rules on that topic by April 2023, specifically the use of predictive data analytics, differential marketing, and behavioral prompts.

In addition, in 2021, FINRA issued regulatory notices reminding member firms of (i) their obligations with respect to maintaining margin requirements, customer order handling, and effectively managing liquidity, with a particular focus on best execution practices and the need for member firms to make “meaningful disclosures” to inform customers of a firm’s order handling procedures during extreme market conditions, and (ii) the requirement that customer order flow be directed to markets providing the “most beneficial terms for their customers” and indicated that member firms may not negotiate the terms of order routing arrangements in a manner that reduces price improvement opportunities that would otherwise be available to those customers in the absence of PFOF.

The impact that these notices might have on the ability of market participants to enter into PFOF arrangements, if any, has not been determined.

Although our operations are currently concentrated in the United States (with the limited exception of our Dutch, Indian, and U.K. subsidiaries, which have locally-based employees and/or contractors, and our Cayman Islands subsidiary, through which we offer Robinhood Wallet internationally) we intend to expand

Some such

and our ability to monitor our third-party service providers’ data security is limited.

Based on our investigation and that of a third-party security firm, we believe that the unauthorized party obtained names or email addresses for millions

Many of these laws and regulations are

- Automated Customer Account Transfer Service [removed: (ACATS):] [added: (“ACATS”):] A system that automates and standardizes procedures for the transfer of assets in a customer account from one brokerage firm and/or bank to another.

- [removed: Churned Account: An account] [added: Churned Customer: A Funded Customer] is considered “Churned” if it was ever a New Funded [removed: Account] [added: Customer] whose account balance (measured as the fair value of assets in the account less any amount due from the user and excluding [removed: certain Company-initiated Credits)] [added: amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person)] drops to or below zero [added: and has not completed a transaction using any account with a Robinhood entity] for at least 45 consecutive calendar days.

[removed: - Fraudulent] [added: Negative balances typically result from Fraudulent] Deposit [removed: Transactions: Occur] [added: Transactions (which occur] when users initiate deposits into their accounts, make trades on our platform using a short-term extension of credit from us, and then repatriate or reverse the deposits, resulting in a loss to us of the credited [removed: amount.][added: amount) and unauthorized debit card use, and less often, from margin loans.]

- [removed: Margin] [added: Margin] Book: We define Margin Book as our period-end aggregate outstanding margin loan balances receivable (i.e., the period-end total amount we are owed by customers on loans made [added: for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts).]

- Resurrected [removed: Account: An account] [added: Customer: A Funded Customer] is considered “Resurrected” in a stated period if it was a Churned [removed: Account] [added: Customer] as of the end of the immediately preceding period and its balance (excluding [removed: certain Company-initiated Credits)] [added: amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person)] rises above [removed: zero.][added: zero or it completes a transaction using its account.]

- Monthly Active Users [removed: (MAU):] [added: (“MAU”):] We define MAUs as the number of unique [added: persons who, using one or more accounts with a] Robinhood [removed: Accounts who] [added: entity,] meet one of the following criteria at any point during a specified calendar month: a) executes a debit card [added: or credit card] transaction, b) transitions between two different screens on a mobile device while logged into their [removed: Robinhood Account] [added: account] or c) loads a page in a web browser while logged into their [removed: Robinhood Account.][added: account.]

A [removed: user] [added: person] need not satisfy these conditions on a recurring monthly basis or [removed: have] [added: be] a [removed: funded account] [added: Funded Customer] to be included in MAU.

- [removed: Asset] [added: Assets] Under Custody [removed: (AUC):] [added: (“AUC”):] We define AUC as the sum of the fair value of all equities, options, cryptocurrency and cash held by users in their accounts, net of receivables from users, as of a stated date or period end on a trade date basis.

- Average [removed: Revenues] [added: Revenue] Per User [removed: (ARPU):] [added: (“ARPU”):] We define ARPU as total revenue for a given period divided by the average [added: number] of [removed: Net Cumulative] Funded [removed: Accounts] [added: Customers] on the last day of that period and the last day of the immediately preceding period.

With respect to the year ended December 31, [removed: 2022,] [added: 2023,] as compared to the year ended December 31, [removed: 2021:][added: 2022:]

- we generated total net revenues of [removed: $1.36] [added: $1.87] billion compared to [removed: $1.82] [added: $1.36] billion, [removed: for a year-over-year decrease] [added: an increase] of [removed: 25%;][added: 37%;]

- operating expenses were [removed: $2.37] [added: $2.40] billion compared to [removed: $3.46] [added: $2.37] billion, [removed: for a year-over-year decrease] [added: an increase] of [removed: 31%;][added: 1%;]

[removed: SBC] [added: ◦SBC] expense for the year ended December 31, 2022 included $77 million net reversals of previously recognized expense in connection with both the April 2022 Restructuring and August 2022 Restructuring;

- our Adjusted EBITDA (non-GAAP) was [removed: negative $94] [added: positive $536] million compared to [removed: positive $33] [added: negative $94] million;

- we had MAU of [removed: 11.4] [added: 10.9] million in December [removed: 2022] [added: 2023] compared to [removed: 17.3] [added: 11.4] million in December [removed: 2021, for] [added: 2022,] a [removed: year-over-year] decrease of [removed: 34%;][added: 4%.]

- Net Deposits were [removed: $18.4 billion compared to $27.1] [added: $17.1] billion, [removed: for] [added: which translates to] a [removed: year-over-year decrease] [added: growth rate] of [removed: 32%,] [added: 27% relative to AUC at the end of the fourth quarter of 2022, compared to $18.4 billion,] which translates to a growth rate of 19% relative to AUC [removed: for] [added: at] the [removed: year ended December 31,] [added: end of the fourth quarter of] 2021;

See Note [removed: 6 - Restructuring Activities and Note] 13 - [removed: Common Stock] [added: Financing Activities] and [removed: Stockholders' (Deficit) Equity] [added: Off-Balance Sheet Risk,] to our consolidated financial statements in this Annual Report for further [removed: information relating to these restructurings.][added: information.]

[removed: See] [added: Refer to] Note [removed: 18] [added: 3] - [removed: Subsequent Events] [added: Business Combinations] to our consolidated financial statements in this Annual Report for [removed: further] [added: more] information.

In addition to the measures presented in our consolidated financial statements, we use the following key performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic [removed: decisions:][added: decisions.]

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| MAU *(in millions)* | | | | | | [removed: 11.7] [added: 17.3] | | | | | | [removed: 17.3] [added: 11.4] | | | | | | [removed: 11.4] [added: 10.9] | | |

| AUC(2) *(in billions)* | | | | | | $ | [removed: 63.0] [added: 98.0] | | | | | $ | [removed: 98.0] [added: 62.2] | | | | | $ | [removed: 62.2] [added: 102.6] | |

| Net Deposits *(in billions)* | | | | | | $ | [removed: 31.0] [added: 27.1] | | | | | $ | [removed: 27.1] [added: 18.4] | | | | | $ | [removed: 18.4] [added: 17.1] | |

| ARPU *(in dollars)* | | | | | | $ | [removed: 109] [added: 103] | | | | | $ | [removed: 103] [added: 60] | | | | | $ | [removed: 60] [added: 80] | |

[removed: (1)The] [added: (1) The] following table describes the annual changes within [removed: NCFA:][added: Funded Customers:]

| *(in millions)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| New [removed: funded accounts] [added: Funded Customers] | | | [removed: 8.0] [added: 12.2] | | | | | | [removed: 12.2] [added: 1.3] | | | | | | [removed: 1.3] [added: 1.1] | | |

| Resurrected [removed: accounts] [added: Customers] | | | [removed: 0.3] [added: 0.5] | | | | | | [removed: 0.5] [added: 0.2] | | | | | | 0.2 | | |

| Churned [removed: accounts] [added: Customers] | | | [removed: (0.9)] [added: (2.5)] | | | | | | [removed: (2.5)] [added: (1.2)] | | | | | | [removed: (1.2)] [added: (0.9)] | | |

| *(in billions)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Equities | | | $ | [removed: 53.0] [added: 72.1] | | | | | $ | [removed: 72.1] [added: 45.8] | | | | | $ | [removed: 45.8] [added: 69.4] | |

| Cryptocurrencies | | | [removed: 3.5] [added: 22.1] | | | | | | [removed: 22.1] [added: 8.4] | | | | | | [removed: 8.4] [added: 14.7] | | |

| Options | | | [removed: 2.1] [added: 1.5] | | | | | | [removed: 1.5] [added: 0.3] | | | | | | [removed: 0.3] [added: 0.6] | | |

| Cash held by [removed: users] [added: Customers] | | | [removed: 7.9] [added: 8.8] | | | | | | [removed: 8.8] [added: 10.8] | | | | | | [removed: 10.8] [added: 21.3] | | |

| Receivables from [removed: users] [added: Customers] | | | [removed: (3.5)] [added: (6.5)] | | | | | | [removed: (6.5)] [added: (3.1)] | | | | | | [removed: (3.1)] [added: (3.4)] | | |

| [added: Beginning] AUC | | | $ | 63.0 | | | | | $ | 98.0 | | | | | $ | 62.2 | |

| Net Deposits | | | [removed: 31.0] [added: 27.1] | | | | | | [removed: 27.1] [added: 18.4] | | | | | | [removed: 18.4] [added: 17.1] | | |

| Net market [removed: losses] [added: gains (losses)] | | | [removed: 17.9] [added: 7.9] | | | | | | [removed: 7.9] [added: (54.2)] | | | | | | [removed: (54.2)] [added: 23.3] | | |

| Ending AUC | | | $ | [removed: 63.0] [added: 98.0] | | | | | $ | [removed: 98.0] [added: 62.2] | | | | | $ | [removed: 62.2] [added: 102.6] | |

[removed: Adjusted EBITDA is defined as net income (loss), excluding (i) interest expenses related to credit facilities, (ii) provision for (benefit from) income taxes, (iii)] depreciation and amortization, (iv) [removed: share-based compensation,] [added: SBC,] (v) change in fair value of convertible notes and warrant liability, (vi) significant legal and tax settlements and reserves, and (vii) other significant gains, losses, and expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing results.

Before the fourth quarter of 2023, we referred to Funded Customers as Net Cumulative Funded Accounts.

As our business has grown and we have added additional account types (such as retirement accounts), we have relabeled this metric (and made conforming changes throughout other definitions) to clarify that it measures unique individuals (rather than accounts), although the calculation remains the same and does not affect amounts reported in prior periods.

Additionally, beginning in the fourth quarter of 2023, Robinhood Credit users are included in our calculation of MAU, although we are not restating amounts in prior periods as the impact to those figures was immaterial.

- Funded Customers: We define a Funded Customer as a unique person who has at least one account with a Robinhood entity and, within the past 45 calendar days (a) had an account balance that was greater than zero (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) or (b) completed a transaction using any such account.

Starting in January 2024, Net Deposits include dividend and interest inflows and Robinhood Gold subscription fees and margin interest

outflows, although we will not restate amounts in prior periods as the impact to those figures was immaterial.

*•*Growth Rate with respect to Net Deposits: When used with respect to Net Deposits, “growth rate” provides information about Net Deposits relative to total AUC.

“Growth rate” is calculated as aggregate Net Deposits over a specified 12 month period, divided by AUC for the fiscal quarter that immediately precedes such 12 month period.

- New Funded Customer: We define a New Funded Customer as a unique person who became a Funded Customer for the first time during the relevant period.

- Options Contracts Traded: We define Options Contracts Traded as the total number of options contracts bought or sold over a specified period of time.

Each contract generally entitles the holder to trade 100 shares of the underlying stock.

- we incurred a net loss of $0.54 billion, or -$0.61 per share, compared to net loss of $1.03 billion, or -$1.17 per share;

◦SBC expense totaled $871 million compared to $654 million, an increase of 33%.

◦SBC expense for the year ended December 31, 2023 included a $485 million charge related to cancellation of the 2021 Market-Based RSUs (the “2021 Founders Award Cancellation”).

- we had 23.4 million Funded Customers compared to 23.0 million, an increase of 2%;

- we had AUC of $102.6 billion compared to $62.2 billion, an increase of 65%;

- we had ARPU of $80 compared to $60, an increase of 33%;

Key performance metrics for the relevant periods were as follows:

| Funded Customers(1) *(in millions)* | | | | | | 22.7 | | | | | | 23.0 | | | | | | 23.4 | | |

| Growth Rate with respect to Net Deposits | | | | | | 43 | | % | | | | 19 | | % | | | | 27 | | % |

| Beginning Funded Customers | | | 12.5 | | | | | | 22.7 | | | | | | 23.0 | | |

| Ending Funded Customers | | | 22.7 | | | | | | 23.0 | | | | | | 23.4 | | |

| AUC | | | $ | 98.0 | | | | | $ | 62.2 | | | | | $ | 102.6 | |

| *(in billions)* | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

Adjusted EBITDA is defined as net income (loss), excluding (i) interest expenses related to credit facilities, (ii) provision for (benefit from) income taxes, (iii)

| 2021 Founders Award Cancellation | | | | | | — | | | | | | — | | | | | | 485 | | |

| SBC excluding 2021 Founders Award Cancellation(1) | | | | | | 1,572 | | | | | | 654 | | | | | | 386 | | |

_______________

| Net loss | | | | | | $ | (3,687) | | | | | $ | (1,028) | | | | | $ | (541) | |

____________________

| *(in millions)* | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

In 2023, we recognized $485 million of SBC expense related to the 2021 Founders Award Cancellation.

| Other | | | 5 | | | | | | 7 | | | | | | 41 | | | | | | 40 | | % | | | | 486 | | % |

| Transaction-based revenues as a % of total net revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Transaction-based revenues decreased by $29 million primarily driven by a $67 million decrease in Crypto and a $13 million decrease in Equities, offset by a $17 million increase in Options.

In addition, other revenue increased by $34 million primarily driven by increasing user activities in Instant Withdrawals.

Equities revenues decreased primarily driven by lower equity rebate rates due to reduced spreads in securities pricing.

Options revenues increased primarily driven by a 26% increase in Option Contracts Traded.

However, we experienced lower option rebate rates due to reduced market volatility and the mix of ticker symbols traded as different ticker symbols pay different rebate rates.

The number of users placing option trades also decreased 18%.

Negative balances typically result from Fraudulent Deposit Transactions (as defined below) and unauthorized debit card use, and less often, from margin loans.

- Company-initiated Credits: Company-initiated Credits are amounts that are deposited into a Robinhood Account by the Company with no action taken by the user.

Examples of Company-initiated Credits excluded for purposes of identifying Churned Accounts and Resurrected Accounts are price correction credits, related interest adjustments, and fee adjustments.

*•*Daily Average Revenue Trades (DARTs): We define DARTs for any asset class as the total number of revenue generating trades for such asset class executed during a given period divided by the number of trading days for such asset class in that period.

for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts).

- New Funded Account: We define a New Funded Account as a Robinhood Account into which the user makes an initial deposit, money transfer or asset transfer, of any amount during the relevant period.

- Robinhood Account: We define a Robinhood Account as a unique log-in that provides the account user access to any and all of the Robinhood products offered on our platform.

- Net Cumulative Funded Accounts (NCFA): We define Net Cumulative Funded Accounts as New Funded Accounts less Churned Accounts plus Resurrected Accounts.

- we incurred a net loss of $1.03 billion, or -$1.17 per share, compared to net loss of $3.69 billion, or -$7.49 per share; net loss in 2021 included expense of $2.05 billion associated with the change in fair value of convertible notes and warrant liability issued in February 2021;

◦share-based compensation (“SBC”) expense totaled $654 million compared to $1.57 billion, for a year-over-year decrease of 58%.

SBC expense for the year ended December 31, 2021, was primarily related to the cumulative one-time expense recognized upon our IPO.

- we had NCFA of 23.0 million compared to 22.7 million, for a year-over-year increase of 1%;

- we had AUC of $62.2 billion compared to $98.0 billion, for a year-over-year decrease of 37%;

- we had ARPU of $60 compared to $103, for a year-over-year decrease of 42%.

Recent Developments

*Restructurings*

In 2020 and the first half of 2021, we went through a period of hyper growth accelerated by several factors including pandemic lockdowns, low interest rates, and fiscal stimulus.

From the beginning of 2020 to the end of 2021, we grew net funded accounts from 5.1 million to 22.7 million and revenue from $278 million in 2019 to $1.82 billion in 2021.

To meet customer and market demands, we grew our headcount from 700 at the end of 2019 to nearly 3,900 at the end of the first quarter of 2022.

This rapid headcount growth led to some duplicate roles and job functions with more layers and complexity than

were optimal.

As a result, we completed two restructurings, detailed below, and significantly reduced our hiring in 2022.

*April 2022 Restructuring.* On April 26, 2022, we announced a reduction in force involving approximately 330 employees, representing approximately 9% of our full-time employees at the time.

*August 2022 Restructuring.* On August 2, 2022 we announced an additional reduction in force involving approximately 780 employees, representing approximately 23% of our full-time employees at the time, the planned closure of two offices, and related matters.

These actions were part of a Company reorganization into a GM structure under which GMs have started to assume broad responsibility for our individual businesses.

As we continued to execute the August 2022 Restructuring, our lower headcount led us to evaluate our real estate portfolio.

On September 30, 2022, we decided to partially or completely close five additional offices as part of the August 2022 Restructuring, four of which were not occupied.

*Termination of Ziglu Stock Purchase Agreement*

On April 16, 2022, we entered into a definitive stock purchase agreement to acquire all outstanding equity of Ziglu.

Advances of $12 million made to Ziglu during the year were accounted for as non-marketable equity securities under the fair value alternative, considering the securities lacked a readily determinable fair value.

In February 2023, we notified Ziglu of the termination of the stock purchase agreement.

Due to this and other factors, we have adjusted the carrying value of our investment in Ziglu to zero as of December 31, 2022.

COVID-19 Update

The COVID-19 pandemic has resulted, in part, in inefficiencies and delays in our business, operational challenges, additional costs related to business continuity initiatives as our workforce continues to work remotely, and increased vulnerability to cybersecurity attacks or other privacy or data security incidents.

The extent of the impact of any COVID-19 resurgence or emergence of similar public health threats on our business, financial condition, and results of operations will depend largely on future developments, including the duration of COVID-19 resurgence or similar public health threat and actions taken to contain or address their impact, their impact on capital and financial markets, and the related impact on the financial circumstances of our customers, all of which are highly uncertain and difficult to predict.

| NCFA(1) *(in millions)* | | | | | | 12.5 | | | | | | 22.7 | | | | | | 23.0 | | |

________________

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Beginning NCFA | | | 5.1 | | | | | | 12.5 | | | | | | 22.7 | | |

We also have exposure to change in interest rates related to our variable-rate credit facilities, which are described in Note [removed: 12] [added: 13] - Financing Activities and Off-Balance Sheet Risk, to our consolidated financial [removed: statements in this Annual Report.]

However, as there were no outstanding borrowings under our credit facilities as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had limited financial exposure associated with changes in interest rates as of such dates.

We manage risks associated with our securities lending activities by requiring credit approvals for counterparties, by monitoring the market value of securities loaned and collateral values for securities borrowed on a daily basis, by requiring additional cash as collateral for securities loaned or [added: return of collateral for securities borrowed when necessary, and by participating in a risk-sharing program offered through the OCC.]

Our exposure to changes in interest rates primarily relates to interest revenue earned on our interest-earning assets that are subject to floating interest rates.

Interest revenue is affected by various factors such as the distribution and composition of interest-earning assets and the federal funds rate.

We use a net interest sensitivity analysis, which applies hypothetical 50, 100 or 150 basis point increases or decreases in interest rates to the period end balances of our interest-earning assets and liabilities, to evaluate the effect that changes in interest rates might have on total net revenues, net income (loss), and cash flows, prior to any income tax effects, over the next 12 months.

The sensitivity analysis assumes the asset and liability structure of the consolidated balance sheets would not change as a result of a simulated changes in interest rates.

For our Cash Sweep program, we earn a net interest spread on Cash Sweep balances based on the interest rate offered by the partner banks less the interest rate given to users, as stated in our program terms.

For the vast majority of the Cash Sweep program, we have the ability to manage our net interest spread by adjusting the rate given to users as a result of changes in rates received from partner banks.

As such, we do not consider the Cash Sweep balance to be subject to short-term interest rate risk and the sensitivity analysis excludes Cash Sweep balances.

The impact to total net revenues, net income (loss), and cash flows, prior to any income tax effects, as a result of a hypothetical interest rate change at the end of each reporting period would be:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | December 31, | | | | | | | | |

| *(in millions)* | | | | | | 2022 | | | | | | 2023 | | |

| 50 basis point | | | | | | $ | 68 | | | | | $ | 71 | |

| 100 basis point | | | | | | 136 | | | | | | 141 | | |

| 150 basis point | | | | | | 204 | | | | | | 212 | | |

The change to total net revenues, net income (loss), and cash flows, prior to any income tax effects, would be the same as total net revenues includes net interest revenue, which captures both the impact of any incremental interest revenue and interest expense, and changes in interest rates do not have a direct impact on operating expenses.

The impact related to the change in interest rates is positively correlated, linear, and proportional.

The change in the sensitivity analysis from prior year is in line with the change in interest-earning asset balances.

Our investment policy and strategy are focused on the preservation of capital and supporting our liquidity requirements.

We invest in highly-rated debt securities that were considered held-to-maturity investments with average duration in the portfolio less than a year and the maximum maturity of two years.

To provide a meaningful assessment of the interest rate risk associated with our investment portfolio, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of the investment portfolio assuming a 100 basis point parallel shift in the yield curve.

Based on investment positions as of December 31, 2023, a hypothetical 100 basis point increase in interest rates across all maturities would not be significant.

Any losses would only be realized if we sold the investments prior to maturity.

statements in this Annual Report.

We have established a comprehensive interest rate risk management policy, which formalizes our approach to managing interest rate risk arising in connection with the operation of our businesses.

The policy sets forth policies and procedures pursuant to which we will identify interest rate risk exposure, identify and implement appropriate hedging strategies and hedging instruments, and analyze the effectiveness of our hedging strategies.

Interest rate instruments will be used for hedging purposes only and not for speculation.

Our exposure to changes in interest rates primarily relates to interest earned on our cash and cash equivalents, cash and cash equivalents segregated under federal and other regulations, deposits with clearing organizations, restricted cash, investments in debt securities and margin loans.

We use a net interest sensitivity analysis to evaluate the effect that changes in interest rates might have on total net revenues.

The results of the analysis based on our financial position as of December 31, 2022 indicate that a hypothetical 100 basis point increase or decrease in interest rates would have had a positively correlated impact of approximately 10% on total net revenues.

return of collateral for securities borrowed when necessary, and by participating in a risk-sharing program offered through the OCC.

We pioneered commission-free stock trading with no account minimums, which [added: has since been adopted by] the rest of the [removed: industry emulated,] [added: industry,] and we continue to build relationships with our customers by introducing new products that further expand access to the financial system.

The following values describe the company that we aspire to [removed: become.][added: become:]

- *Safety First.* Robinhood is a [removed: safety-first] [added: safety first] company.

[removed: We] [added: And ultimately, we] bravely do what’s [removed: right,] [added: right] even when [removed: it] [added: it’s scary and] hasn’t been done before.

Our [removed: Products][added: Products And Features]

Our platform allows our customers to invest commission-free in U.S.-listed stocks and exchange traded funds (“ETFs”), as well as related options and American Depository [removed: Receipts.][added: Receipts (“ADR”).]

[added: - *Options Trading.*] We review eligibility for our customers who wish to trade options, including disclosure of investment experience and knowledge, investment objectives and financial information.

- *Access to Investing on Margin.* Subject to approval upon meeting eligibility criteria set by Robinhood, [removed: users] [added: customers] can invest on margin.

This allows eligible customers to borrow a limited amount of funds from Robinhood at a floating interest [removed: rate, depending on account size and holdings,] [added: rate] to [added: use as additional investing capital.]

- [removed: *Stock] [added: *Fully-Paid Securities] Lending.* [removed: A] [added: Under our Fully-Paid Securities Lending program (“Fully-Paid Securities Lending”), a] customer can earn passive income on their stock portfolio once they give Robinhood permission to lend out any fully paid stocks in their portfolio.

Our instant withdrawals feature enables eligible customers to withdraw money from their Robinhood accounts and instantly deposit it to their bank accounts or debit cards [removed: (typically around 10 minutes but sometimes longer depending on customers’ banks)] with a fee.

Instant withdrawals are also available to [removed: users] [added: customers] of the Robinhood Cash Card and Spending [removed: Account.][added: Account (each described below).]

We have expanded our coverage to include every U.S. state and the District of Columbia, except for [removed: Hawaii and Nevada.][added: Hawaii.]

We [added: also] offer crypto recurring investments, allowing customers to automatically buy crypto, commission-free, on a schedule of their choice.

We never act as a counterparty to our [removed: users] [added: users’] buy or sell transactions.

We also offer cryptocurrency transfers (“Crypto Transfers”), allowing customers to transfer cryptocurrency into and out of their [removed: Robinhood Crypto] [added: RHC] accounts without commission, [removed: with the exception of New York] where [removed: our regulatory application for Crypto Transfers is still pending.][added: eligible.]

We hold all settled cryptocurrencies in custody on behalf of customers in two types of wallets: (i) hot wallets, which are managed online, and (ii) cold wallets, which are managed entirely [removed: offline and require physical access controls.][added: offline.]

We do not utilize third-party custodians for settled cryptocurrencies, but we do [removed: utilize] [added: integrate proprietary] technology from a third-party [removed: provider] [added: industry-standard vendor into the systems we use] to [removed: manage some of our cryptocurrency,] [added: support the] custody, [removed: transfer,] [added: transfer] and settlement [removed: operations.][added: operations to our wallets.]

In general, the overwhelming majority of cryptocurrency coins on our platform are held in cold storage, [added: in facilities located in the United States with physical security systems that we believe are state-of-the-art,] though some coins are held in hot wallets to support day-to-day operations.

[added: With the exception of small amounts of cryptocurrency we purchase to support our business operations, we] do not hold cryptocurrency for our own account and, therefore, do not commingle cryptocurrencies with those of our users.

Our Cash Card and Spending Account allows customers to spend with a prepaid spending card (“Robinhood Cash Card”) issued by [removed: a partner bank.][added: Sutton Bank (“Sutton”).]

[removed: We offer a variety features, there] [added: There] are no monthly fees, no subscription fees, [removed: no in-network ATM fees, no overdraft fees, no transfer fees,] and no account minimum fees.

[removed: - *Recurring Investments] [added: We offer a variety of features, such as recurring investments, paycheck early access,] and [removed: Paycheck Early Access*.][added: a cash back rewards program.]

[removed: -] *Robinhood [removed: Cash Card Offers*.][added: Credit Card*]

[removed: -] *Robinhood [removed: Gold*.][added: Gold*]

Our [removed: monthly] subscription service grants subscribers access to a number of premium features.

After an initial 30-day free trial, subscribers pay a flat [removed: monthly] [added: recurring] rate.

- *Access to Investing on Margin at [added: a] More Competitive Interest Rate*.

[removed: Subject to approval upon meeting eligibility criteria set by Robinhood, subscribers] [added: Subscribers] can invest on margin at a lower rate compared to users who do not subscribe to Gold.

[removed: *•Robinhood Wallet*.][added: *Robinhood Wallet*]

[added: The Robinhood Wallet gives] customers full control over their cryptocurrencies, which means they hold and maintain the private key to their [removed: assets.][added: assets, and does not collect any portion of network or “gas” fees imposed by the applicable network.]

[removed: We offer two types of retirement accounts, a traditional individual] [added: Customers’ eligible contributions to their] retirement account [removed: (“IRA”) and a Roth IRA, and customers] can earn a [removed: 1%] [added: percentage] match by Robinhood [removed: of customers’ eligible contributions to their retirement account,] [added: (“Robinhood Retirement Match”),] subject to a five-year holding period.

Customers can also get a custom recommended portfolio, build their own, or [added: do] both, all commission-free.

Building on the success of Robinhood Snacks, we [removed: announced the formation of] [added: formed] Sherwood Media, LLC, a [removed: new] subsidiary that [removed: will be] [added: is the] home for news and information about the markets, economics, business, technology, and the culture of money.

[removed: Exclusive] [added: Our exclusive] in-app educational module available to all [removed: Robinhood Crypto] [added: RHC and eligible RHEC] customers via Robinhood Learn [removed: to teach] [added: that educates] customers [added: on] the basics about cryptocurrency.

Customers who complete [removed: the free] [added: these] courses will be eligible to receive rewards, which will be paid out in cryptocurrency.

- *Experiments Infrastructure.* To enable our rapid product [added: development] cycle, we’ve built a proprietary experiments infrastructure that enables us to test product changes through the build process and validate research hypotheses.

In [removed: 2022,] [added: 2023,] we launched several new features and products focused on delivering the top feature requests and addressing pain points from [removed: more advanced customers, who trade more actively and use more sophisticated products like options.][added: our active traders.]

We [added: also] plan to continue to innovate for our [removed: advanced customers] [added: active traders] to drive an even better experience.

The Robinhood Wallet [removed: is] [added: was] our first offering to customers internationally and is empowering customers around the world to custody their own crypto.

Period.

We create with care, make changes thoughtfully, and we obsess over details.

We don’t compromise regulatory requirements to move fast, and when we see something amiss, we move quickly to correct it.

We take risks responsibly with safety as the foundation of innovation.

Customers are at the center of our company.

We listen to them, design for their needs, and aim to make our user experience simple and intuitive.

We put what’s best for customers at the center of decision-making.

When there are customer pain points, we fix them quickly.

We empower a new generation of investors.

We seek to enable everyone to participate in the financial system and we deliver products to help them accomplish their long-term financial goals.

We educate and empower our customers and strive to make the financial industry more inclusive.

We were founded on the ideal that the rich shouldn’t get a better deal, so we treat people fairly and strive to deliver exceptional value.

- *One Robinhood.* We’re all invested in the same mission.

We earn the trust of our colleagues by being honest, inclusive, and transparent.

We invite diverse perspectives, support each other, and engage in lively but kind debate in pursuit of our path forward.

When decisions are made we move in unison with an ownership mentality.

We hold ourselves accountable but never point the finger or evade responsibility, and we treat everyone with respect and grace.

- *High Performance.* Our first instinct is to take action.

We strive for improvement and push for progress; and when something is broken, we fix it.

We are driven by impact and constantly go after big opportunities.

We are making Robinhood a place people want to be by investing in our employees, leveraging diverse perspectives, and rewarding top performance.

We are inventors, dreamers, and problem solvers.

We question assumptions and seek creative solutions rather than just following the crowd.

We use data and experiments to inform our decisions, but we also make bold bets, challenge the status quo, and are often a first mover.

- *Lean and Disciplined.* We do more with less.

We pursue operational excellence so that we can deliver exceptional value to customers.

We set ambitious goals, monitor progress, and regularly benchmark our performance to increase efficiency and effectiveness.

We are respectful of each other’s time, so when we change course we do so intentionally after weighing the tradeoffs.

- *Robinhood Retirement.* We are making it easy and accessible to start saving for retirement through a traditional Individual Retirement Account (“IRA”) or Roth IRA and are expanding options for the growing population of freelance and gig workers without access to employer-based matching programs.

- *24 Hour Market*.

We are the first U.S. broker to offer around-the-clock trading of individual stocks, 24 hours a day, 5 days a week.

We also offer around-the-clock trading of ETFs.

It allows our customers to better manage their risk and take advantage of opportunities, no matter what time of day they arise.

*United States*

We offer commission-free cryptocurrency trading in the United States through Robinhood Crypto, LLC (“RHC”).

We currently support trading in the following cryptocurrencies, where available(1):

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Aave (AAVE) | | | Avalanche (AVAX)* | | | Bitcoin (BTC) | | |

| Bitcoin Cash (BCH) | | | Chainlink (LINK) | | | Compound (COMP)* | | |

The reliability of our platform takes precedence over all else, so that we can be there for our customers when they need us the most.

We relentlessly protect our customers’ security and privacy, and we only share with our counterparties what they need to fulfill our customers’ financial needs, nothing more.

We build safeguards and provide education so that our customers are in the best position to succeed.

We have high-quality timely customer support, and when things aren’t right, we fix them.

We work closely with regulators and lawmakers to protect our customers and the broader financial system.

We speak simply, plainly, and truthfully, even if it’s not what others want to hear.

We hold ourselves and our colleagues to the highest ethical standards.

At Robinhood, the rich don’t get a better deal.

We founded Robinhood in the wake of the financial crisis because we identified a gap - the more you had, the better deal you got.

We aim to give everyone access to the financial system, regardless of their background or bank account balance.

That’s why we have no account minimums and a product that was designed from the ground up for small accounts.

We would rather serve many small customers over a few large ones.

We reflect the world around us, and we elevate and embrace all voices so everyone feels at home at Robinhood.

We exist to make our customers happy.

From the early days of Robinhood, we have prioritized getting direct customer feedback on what we were building.

Talking to our customers forms the kernel of the product development process we have today.

We listen with empathy, ask questions, and critically evaluate our work by how valuable our customers find it.

We never stop asking how we can make our product better, and we never settle for ‘good enough’.

We listen to our colleagues, and we start from a place of believing they are capable and well-intentioned.

We delight our customers and take pride in our work.

We make bold bets and challenge the status quo.

Our foundation is in art, science, and pure mathematics, and we have a deep appreciation for the scientific process.

We develop hypotheses and design experiments to test them.

We reduce complex problems to their constituent bits.

We debate vigorously and change our minds when confronted with the right

evidence.

We treat our company like a product and aim to get better, every single day.

use as additional investing capital.

We offer commission-free cryptocurrency trading using the same intuitive, mobile interface as our broader Brokerage platform.

We support trading in a select number of different cryptocurrencies and support real-time market data for significantly more cryptocurrencies.

- *Round-up Rewards*.

Customers can round up their Robinhood Cash Card transactions to the next dollar, and set aside the spare change to invest in their choice of stock, ETF, or cryptocurrencies.

We then offer weekly bonuses to customers who opt in to round-up rewards based on their weekly round-up amount.

Once direct deposits are set up, customers can automatically invest part of every paycheck in their choice of stocks and cryptocurrencies.

They are also able to access and spend their paycheck up to two days early through the product.

Customers can also earn cash back automatically when they make purchases from participating merchants using their Robinhood Cash Card.

Building on our mission to democratize finance for all by putting money back into customers' pockets, this simple, efficient cash back rewards program requires no individual offer activation.

*Other Products*

A self-custody, web3 wallet that allows customers to deposit and withdraw cryptocurrencies to and from our platform with no network fees.

The Robinhood Wallet gives

For the fiscal year ended December 31, [removed: 2022][added: 2023]

Yes [removed: o No] ☒ [added: No o]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $5.7] [added: $7.3] billion (based on the closing price of the registrant’s Class A common stock on the Nasdaq Global Select Market on that date).

As of February [removed: 21, 2023,] [added: 22, 2024,] the numbers of shares of the issuer’s Class A and Class B common stock outstanding were [removed: 768,368,480] [added: 748,126,154] and [removed: 127,677,469.][added: 126,421,315.]

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Stockholders to be held in [removed: 2023,] [added: 2024,] which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

| ITEM 1. | | | [removed: [BUSINESS](#iaa752674bab140ddac710e7e57667bc6_16)] [added: [BUSINESS](#i5bc5a76dbc024e6ab782ae8ba1529e63_16)] | | | | | | [removed: [5](#iaa752674bab140ddac710e7e57667bc6_16)] [added: [5](#i5bc5a76dbc024e6ab782ae8ba1529e63_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#iaa752674bab140ddac710e7e57667bc6_55)] [added: FACTORS](#i5bc5a76dbc024e6ab782ae8ba1529e63_55)] | | | | | | [removed: [19](#iaa752674bab140ddac710e7e57667bc6_55)] [added: [22](#i5bc5a76dbc024e6ab782ae8ba1529e63_55)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#iaa752674bab140ddac710e7e57667bc6_980)] [added: COMMENTS](#i5bc5a76dbc024e6ab782ae8ba1529e63_58)] | | | | | | [removed: [68](#iaa752674bab140ddac710e7e57667bc6_980)] [added: [75](#i5bc5a76dbc024e6ab782ae8ba1529e63_58)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#iaa752674bab140ddac710e7e57667bc6_58)] [added: [PROPERTIES](#i5bc5a76dbc024e6ab782ae8ba1529e63_61)] | | | | | | [removed: [68](#iaa752674bab140ddac710e7e57667bc6_58)] [added: [77](#i5bc5a76dbc024e6ab782ae8ba1529e63_61)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#iaa752674bab140ddac710e7e57667bc6_61)] [added: PROCEEDINGS](#i5bc5a76dbc024e6ab782ae8ba1529e63_64)] | | | | | | [removed: [68](#iaa752674bab140ddac710e7e57667bc6_61)] [added: [77](#i5bc5a76dbc024e6ab782ae8ba1529e63_64)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#iaa752674bab140ddac710e7e57667bc6_64)] [added: DISCLOSURES](#i5bc5a76dbc024e6ab782ae8ba1529e63_67)] | | | | | | [removed: [68](#iaa752674bab140ddac710e7e57667bc6_64)] [added: [77](#i5bc5a76dbc024e6ab782ae8ba1529e63_67)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#iaa752674bab140ddac710e7e57667bc6_70)] [added: SECURITIES](#i5bc5a76dbc024e6ab782ae8ba1529e63_73)] | | | | | | [removed: [69](#iaa752674bab140ddac710e7e57667bc6_70)] [added: [78](#i5bc5a76dbc024e6ab782ae8ba1529e63_73)] | | |

| ITEM 6. | | | [\[REMOVED AND [removed: RESERVED\]](#iaa752674bab140ddac710e7e57667bc6_73)] [added: RESERVED\]](#i5bc5a76dbc024e6ab782ae8ba1529e63_76)] | | | | | | [removed: [70](#iaa752674bab140ddac710e7e57667bc6_73)] [added: [79](#i5bc5a76dbc024e6ab782ae8ba1529e63_76)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#iaa752674bab140ddac710e7e57667bc6_76)] [added: OPERATIONS](#i5bc5a76dbc024e6ab782ae8ba1529e63_79)] | | | | | | [removed: [71](#iaa752674bab140ddac710e7e57667bc6_76)] [added: [80](#i5bc5a76dbc024e6ab782ae8ba1529e63_79)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#iaa752674bab140ddac710e7e57667bc6_142)] [added: RISK](#i5bc5a76dbc024e6ab782ae8ba1529e63_160)] | | | | | | [removed: [94](#iaa752674bab140ddac710e7e57667bc6_142)] [added: [100](#i5bc5a76dbc024e6ab782ae8ba1529e63_160)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#iaa752674bab140ddac710e7e57667bc6_145)] [added: DATA](#i5bc5a76dbc024e6ab782ae8ba1529e63_163)] | | | | | | [removed: [96](#iaa752674bab140ddac710e7e57667bc6_145)] [added: [102](#i5bc5a76dbc024e6ab782ae8ba1529e63_163)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURES](#iaa752674bab140ddac710e7e57667bc6_220)] [added: DISCLOSURES](#i5bc5a76dbc024e6ab782ae8ba1529e63_244)] | | | | | | [removed: [150](#iaa752674bab140ddac710e7e57667bc6_220)] [added: [159](#i5bc5a76dbc024e6ab782ae8ba1529e63_244)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#iaa752674bab140ddac710e7e57667bc6_223)] [added: PROCEDURES](#i5bc5a76dbc024e6ab782ae8ba1529e63_247)] | | | | | | [removed: [150](#iaa752674bab140ddac710e7e57667bc6_223)] [added: [159](#i5bc5a76dbc024e6ab782ae8ba1529e63_247)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#iaa752674bab140ddac710e7e57667bc6_226)] [added: INFORMATION](#i5bc5a76dbc024e6ab782ae8ba1529e63_250)] | | | | | | [removed: [151](#iaa752674bab140ddac710e7e57667bc6_226)] [added: [160](#i5bc5a76dbc024e6ab782ae8ba1529e63_250)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#iaa752674bab140ddac710e7e57667bc6_229)] [added: INSPECTIONS](#i5bc5a76dbc024e6ab782ae8ba1529e63_253)] | | | | | | [removed: [151](#iaa752674bab140ddac710e7e57667bc6_229)] [added: [160](#i5bc5a76dbc024e6ab782ae8ba1529e63_253)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#iaa752674bab140ddac710e7e57667bc6_235)] [added: GOVERNANCE](#i5bc5a76dbc024e6ab782ae8ba1529e63_259)] | | | | | | [removed: [152](#iaa752674bab140ddac710e7e57667bc6_235)] [added: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_259)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#iaa752674bab140ddac710e7e57667bc6_238)] [added: COMPENSATION](#i5bc5a76dbc024e6ab782ae8ba1529e63_262)] | | | | | | [removed: [152](#iaa752674bab140ddac710e7e57667bc6_238)] [added: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_262)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#iaa752674bab140ddac710e7e57667bc6_241)] [added: MATTERS](#i5bc5a76dbc024e6ab782ae8ba1529e63_265)] | | | | | | [removed: [152](#iaa752674bab140ddac710e7e57667bc6_241)] [added: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_265)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#iaa752674bab140ddac710e7e57667bc6_244)] [added: INDEPENDENCE](#i5bc5a76dbc024e6ab782ae8ba1529e63_268)] | | | | | | [removed: [152](#iaa752674bab140ddac710e7e57667bc6_244)] [added: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_268)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#iaa752674bab140ddac710e7e57667bc6_247)] [added: SERVICES](#i5bc5a76dbc024e6ab782ae8ba1529e63_271)] | | | | | | [removed: [152](#iaa752674bab140ddac710e7e57667bc6_247)] [added: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_271)] | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#iaa752674bab140ddac710e7e57667bc6_253)] [added: SCHEDULES](#i5bc5a76dbc024e6ab782ae8ba1529e63_277)] | | | | | | [removed: [153](#iaa752674bab140ddac710e7e57667bc6_253)] [added: [162](#i5bc5a76dbc024e6ab782ae8ba1529e63_277)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#iaa752674bab140ddac710e7e57667bc6_256)] [added: SUMMARY](#i5bc5a76dbc024e6ab782ae8ba1529e63_280)] | | | | | | [removed: [153](#iaa752674bab140ddac710e7e57667bc6_256)] [added: [162](#i5bc5a76dbc024e6ab782ae8ba1529e63_280)] | | |

This Annual Report on Form 10-K (this “Annual Report”) of Robinhood Markets, Inc [removed: (together] [added: (“RHM” and, together] with its subsidiaries, “we”, “Robinhood”, or the “Company”) contains forward-looking statements (as such phrase is used in the federal securities laws), which involve substantial risks and uncertainties.

- our belief that there is a significant opportunity for Robinhood to grow internationally; our intent to pursue a disciplined approach to international expansion; our plan to consider factors such as population size and demographics, legal and regulatory environments, and general investing attitudes [added: and the competitive landscape] in potential new markets when pursuing such expansion; [removed: and our aggressive goal to offer brokerage services in the U.K. by the end of 2023;]

- our expectations about the sufficiency of our [removed: available cash, available borrowings, and cash from operations] [added: primary sources of liquidity being adequate] to meet our current liquidity needs for the next 12 [removed: months and our long-term liquidity needs.][added: months.]

- our need to innovate and invest in new [removed: products] [added: products, services, technologies] and [removed: services] [added: geographies] in order to attract and retain customers and deepen their engagement with us in order to maintain growth;

The events and circumstances reflected in our forward-looking statements might not be [added: achieved and actual results could differ materially from those projected in the forward-looking statements.]

[removed: Except as required by law, Robinhood assumes no obligation to] update any of the statements in this Annual Report whether as a result of any new information, future events, changed circumstances, or otherwise.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o

| ITEM 1C. | | | [CY](#i5bc5a76dbc024e6ab782ae8ba1529e63_982)[BERSECU](#i5bc5a76dbc024e6ab782ae8ba1529e63_982)[RITY](#i5bc5a76dbc024e6ab782ae8ba1529e63_982) | | | | | | [75](#i5bc5a76dbc024e6ab782ae8ba1529e63_982) | | |

| | | | [SIGNATURES](#i5bc5a76dbc024e6ab782ae8ba1529e63_289) | | | | | | [167](#i5bc5a76dbc024e6ab782ae8ba1529e63_289) | | |

- our plans to keep investing in mobile and continue to innovate for our active traders as well as to keep investing in our existing products and features while also launching new products like credit cards;

- our expectations about adapting our product and service offerings to reflect local regulatory requirements, customer preferences, and other location-specific factors when pursuing such expansion; and

- the risks associated with incorporating artificial intelligence (“AI”) technologies into some of our products and processes;

Except as required by law, Robinhood assumes no obligation to

| | | | [SIGNATURES](#iaa752674bab140ddac710e7e57667bc6_265) | | | | | | [158](#iaa752674bab140ddac710e7e57667bc6_265) | | |

- our plan to attract new customers to accelerate our growth by continuing to introduce new products and features and by continuing to invest in broad-scale brand marketing and the Robinhood Referral Program (defined below), and our expectation that our efforts will drive higher brand awareness and increase customer adoption of our platform;

- our intent to continue investing in our platform capabilities and regulatory and compliance functions; our expectation that as our customer base and platform functionalities expand, areas of investment priority will likely include product innovation, educational content, and technology and infrastructure improvements; and our belief that these investments will contribute to our long-term growth;

- our expectations about continued growth through acquisitions; and

achieved and actual results could differ materially from those projected in the forward-looking statements.

We rely on technology, including the internet and mobile services, to conduct much of our business activity and allow our customers to conduct financial transactions on our platform.

As a result, our systems and operations as well as those of the third parties on which we rely to conduct certain key functions are vulnerable to cybersecurity incidents, which we have experienced in the past.

We have a cybersecurity program that includes physical, technological, and administrative controls to detect, contain, respond to and remediate cybersecurity threats and incidents and defined processes to assess, identify and manage material risks from cybersecurity threats.

These controls and processes include, among others:

- maintaining a vulnerability management program that performs regular vulnerability scans and relies on our risk-based information security program to promote coverage of critical areas;

- establishing an offensive security team that actively tests our security controls, imitating methods persons trying to achieve unauthorized access might use to identify any weaknesses;

- our global privacy program supported by our privacy engineering and privacy legal teams and the Privacy Advisory Council, a cross functional team of senior leaders from legal, engineering, product, and compliance;

- maintaining an incident response plan which includes required responses in the event of a cybersecurity incident;

- conducting mandatory annual security and privacy training for all employees and contractors and, where appropriate, giving employees and contractors role-based training focused on content specific to their role at the Company;

- undertaking an annual review of our consumer facing policies and statements related to cybersecurity;

- requiring employees to treat customer information and data with care through policy, practice and contract (as applicable);

- leveraging the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) incident handling framework to help us identify, protect, detect, respond, and recover when there is an actual or potential cybersecurity incident; and

- carrying information security risk insurance that provides protection against the potential losses arising from a cybersecurity incident.

Our cybersecurity program is managed by the Company’s Security and Corporate Engineering organization, which is led by our CSO, who reports directly to the CEO.

Currently, our CSO is Erika Dean.

Ms. Dean, who joined the Company in 2021, has over twenty years of experience in the security industry.

Prior to joining our Company, she held a variety of leadership positions in cybersecurity at Capital One, including as Vice President, Divisional Chief Information Security Officer.

Additionally, several of Robinhood’s subsidiaries, including RHC, RHF, and RHS, have a Chief Information Security Officer, who reports to the CSO, and a Risk Operating Committee (“ROC”) that manages risks, including cybersecurity risks, specific to each entity.

The Chief Information Security Officers have expertise in cybersecurity, industry and regulatory standards, risk management, and security operations.

The Security organization elevates risks to the ROCs where applicable.

Our cybersecurity program is aligned with industry standards and best practices, such as the NIST CSF, and we engage third-party consultants annually to conduct a NIST CSF maturity assessment of our cybersecurity program.

We maintain a Third Party Security and Privacy Policy and conduct security reviews of vendors, including for potential fourth-party risks, prior to and during their contracts with Robinhood and require all third-party service providers with access to personal, confidential or proprietary information to implement and maintain comprehensive cybersecurity practices consistent with applicable legal standards and industry best practices.

Any identified security or privacy risks of doing business with a vendor, including potential fourth-party risks, are highlighted to business owners to help make informed risk-based decisions.

We also engage the assistance of third-party consultants to increase protection of our information and IT systems and network to help secure long-term value for our stakeholders.

Services provided by third-party consultants include, but are not limited to: regular assessments to our cybersecurity program including cyber maturity assessments and penetration tests; risk scoring of our critical business partners and vendors; and participating in incident response processes.

Management is responsible for day-to-day risk operations and management processes.

Management has established cybersecurity standards to improve the Company’s cybersecurity risk posture and to help define and implement appropriate measures to protect the Company’s systems and data from cyber threats.

In addition to our Internal Audit and Compliance functions, the Company has a management ERC, which comprises senior leaders of the Company, including the CEO, CFO, CLO, CSO, Vice President of Risk and Audit, and CBO, among others, and reviews on at least a quarterly basis risks that are escalated by the Company’s ERM function, including cybersecurity risks.

ERM maintains a risk taxonomy and a scoring methodology design to ensure risks are elevated in a clear and transparent manner, and further escalates top risks to the Safety Committee, along with planned mitigants and monitoring procedures.

If a cybersecurity incident occurs, incident response procedures are in place to ensure that the occurrence is appropriately reported to the CSO, and business continuity plans are mobilized to minimize disruption to business operations.

We have also implemented guidelines to outline communications responsibilities during incidents of all severity levels, including the escalation process for alerting senior management of high severity incidents.

If a significant cybersecurity incident occurs, we will conduct an assessment to determine if it is material to us.

If a materiality assessment is required, the CSO will report such an incident to our Materiality Assessment Committee (“MAC”), which consists of the CFO, CLO, and CBO (in addition to the CSO).

The MAC will then determine, without unreasonable delay, whether the incident is material to the

Company.

In making such determination, the MAC may consult with the CEO, other members of the Company’s management, and the Company’s outside professional advisors, in each case, as appropriate.

The incident materiality determination will be made by considering all relevant quantitative and qualitative factors, including without limitation: the nature, size and scope of the incident; financial condition; results of operations; litigation or regulatory investigations/actions; the Company’s reputation, and customer and vendor relationships; and competitiveness.

The principal role of our board of directors and the Safety Committee is one of oversight, recognizing that management is responsible for the design, implementation, and maintenance of an effective program for protecting against and mitigating data privacy and cybersecurity risks.

The Safety Committee reviews management’s exercise of its responsibility to identify, assess, manage, monitor and mitigate material risks not specifically allocated to the board of directors or another of its committees.

The Safety Committee has been explicitly assigned the responsibility to oversee risks from cybersecurity threats, among others, and the full board of directors will be notified when the MAC is assessing a cybersecurity incident and informed of any required disclosures.

Our corporate headquarters are located in Menlo Park, California, where we currently have lease commitments for multiple facilities with various expiration dates through 2026.

We otherwise lease office facilities throughout the United States and other countries around the world for engineering, sales, marketing, and operations, as well as general and administrative purposes.

We lease facilities under operating leases with various expiration dates through 2033.

These facilities are located throughout the United States and other countries around the world, including United Kingdom, Netherlands, and India.

Our leased locations include our corporate headquarters located in Menlo Park, California and offices in Denver, Colorado, Lake Mary, Florida, New York, New York, and Washington, D.C.

As of February [removed: 21, 2023,] [added: 22, 2024,] there were [removed: 81] [added: 82] stockholders of record of our Class A common stock.

As of February [removed: 21, 2023,] [added: 22, 2024,] there were [removed: seven] [added: eight] stockholders of record of our Class B common stock and zero stockholders of record of our Class C common stock.

From January 1, [removed: 2022] [added: 2023] through December 31, [removed: 2022] [added: 2023] we did not sell any shares of Class A common stock (or other equity securities of Robinhood Markets, Inc.) that were not registered under the Securities Act.

[removed: ][added: ]

Use of IPO Proceeds

As previously disclosed, our total net proceeds from the sale of Class A common stock by us in the IPO were approximately $2.05 billion after deducting the underwriting discounts and commissions.

The offer and sale of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-257602), which was declared effective by the SEC on July 28, 2021.

We used a portion of the net proceeds we received in the IPO to repay borrowings made under our revolving lines of credit (which borrowing were utilized to fund tax withholdings due prior to the IPO closing as a result of RSU settlements in connection with the pricing of our IPO).

We used the remaining IPO proceeds for working capital, capital expenditures, and general corporate purposes.

No proceeds currently remain from the IPO.

| [Report of Independent Registered Public Accounting [removed: Firm](#iaa752674bab140ddac710e7e57667bc6_148)] [added: Firm](#i5bc5a76dbc024e6ab782ae8ba1529e63_166)] (PCAOB ID: 42) | | | | | | | | | [removed: [97](#iaa752674bab140ddac710e7e57667bc6_148)] [added: [105](#i5bc5a76dbc024e6ab782ae8ba1529e63_166)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#iaa752674bab140ddac710e7e57667bc6_157)] [added: (Loss)](#i5bc5a76dbc024e6ab782ae8ba1529e63_178)] | | | | | | | | | [removed: [103](#iaa752674bab140ddac710e7e57667bc6_157)] [added: [109](#i5bc5a76dbc024e6ab782ae8ba1529e63_178)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iaa752674bab140ddac710e7e57667bc6_160)] [added: Flows](#i5bc5a76dbc024e6ab782ae8ba1529e63_181)] | | | | | | | | | [removed: [104](#iaa752674bab140ddac710e7e57667bc6_160)] [added: [110](#i5bc5a76dbc024e6ab782ae8ba1529e63_181)] | | |

| [Consolidated Statements of Mezzanine Equity and Stockholders’ (Deficit) [removed: Equity](#iaa752674bab140ddac710e7e57667bc6_163)] [added: Equity](#i5bc5a76dbc024e6ab782ae8ba1529e63_184)] | | | | | | | | | [removed: [105](#iaa752674bab140ddac710e7e57667bc6_163)] [added: [111](#i5bc5a76dbc024e6ab782ae8ba1529e63_184)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#iaa752674bab140ddac710e7e57667bc6_166)] [added: Statements](#i5bc5a76dbc024e6ab782ae8ba1529e63_187)] | | | | | | | | | | | |

| [Note 1 - Description of Business and Summary of Significant Accounting [removed: Policies](#iaa752674bab140ddac710e7e57667bc6_169)] [added: Policies](#i5bc5a76dbc024e6ab782ae8ba1529e63_190)] | | | | | | | | | [removed: [108](#iaa752674bab140ddac710e7e57667bc6_169)] [added: [114](#i5bc5a76dbc024e6ab782ae8ba1529e63_190)] | | |

| [Note 2 - Recent Accounting [removed: Pronouncements](#iaa752674bab140ddac710e7e57667bc6_172)] [added: Pronouncements](#i5bc5a76dbc024e6ab782ae8ba1529e63_193)] | | | | | | | | | [removed: [121](#iaa752674bab140ddac710e7e57667bc6_172)] [added: [128](#i5bc5a76dbc024e6ab782ae8ba1529e63_193)] | | |

| [Note 4 - Goodwill and Intangible [removed: Assets](#iaa752674bab140ddac710e7e57667bc6_178)] [added: Assets](#i5bc5a76dbc024e6ab782ae8ba1529e63_199)] | | | | | | | | | [removed: [123](#iaa752674bab140ddac710e7e57667bc6_178)] [added: [131](#i5bc5a76dbc024e6ab782ae8ba1529e63_199)] | | |

[removed: | [Note 7 - Allowance] [added: *Allowance] for Credit [removed: Losses](#iaa752674bab140ddac710e7e57667bc6_184) | | | | | | | | | [127](#iaa752674bab140ddac710e7e57667bc6_184) | | |][added: Losses*]

| [Note 8 - Investments and Fair Value [removed: Measurement](#iaa752674bab140ddac710e7e57667bc6_187)] [added: Measurement](#i5bc5a76dbc024e6ab782ae8ba1529e63_211)] | | | | | | | | | [removed: [127](#iaa752674bab140ddac710e7e57667bc6_187)] [added: [135](#i5bc5a76dbc024e6ab782ae8ba1529e63_211)] | | |

[removed: | [Note 9 - Income Taxes](#iaa752674bab140ddac710e7e57667bc6_190) | | | | | | | | | [130](#iaa752674bab140ddac710e7e57667bc6_190) | | |][added: NOTE 10: INCOME TAXES]

[removed: | [Note 10 - Property, Software, and Equipment, net](#iaa752674bab140ddac710e7e57667bc6_193) | | | | | | | | | [133](#iaa752674bab140ddac710e7e57667bc6_193) | | |][added: NOTE 11: PROPERTY, SOFTWARE, AND EQUIPMENT, NET]

[removed: | [Note 11 - Securities Borrowing and Lending](#iaa752674bab140ddac710e7e57667bc6_196) | | | | | | | | | [133](#iaa752674bab140ddac710e7e57667bc6_196) | | |][added: NOTE 12: SECURITIES BORROWING AND LENDING]

[removed: | [Note 12 - Financing Activities and Off-Balance Sheet Risk](#iaa752674bab140ddac710e7e57667bc6_199) | | | | | | | | | [134](#iaa752674bab140ddac710e7e57667bc6_199) | | |][added: NOTE 13: FINANCING ACTIVITIES AND OFF-BALANCE SHEET RISK]

[removed: | [Note 13 - Common Stock and Stockholders' (Deficit) Equity](#iaa752674bab140ddac710e7e57667bc6_202) | | | | | | | | | [136](#iaa752674bab140ddac710e7e57667bc6_202) | | |][added: NOTE 14: COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY]

[removed: | [Note 14 - Net Income (Loss) per Share](#iaa752674bab140ddac710e7e57667bc6_205) | | | | | | | | | [142](#iaa752674bab140ddac710e7e57667bc6_205) | | |][added: NOTE 15: NET LOSS PER SHARE]

We have audited Robinhood Markets, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control – Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [removed: the Company] [added: Robinhood Markets, Inc. (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income (loss), [removed: cash flows, and] mezzanine equity and stockholders’ (deficit) equity [added: and cash flows] for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February 27, [removed: 2023] [added: 2024] expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying [removed: report of management] [added: Management’s Report] on [removed: internal control of financial reporting.][added: Internal Control over Financial Reporting.]

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, [removed: and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

We have audited the accompanying consolidated balance sheets of Robinhood Markets, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income (loss), [removed: cash flows, and] mezzanine equity and stockholders’ (deficit) equity [added: and cash flows] for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for [added: each of the] three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control – Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February 27, [removed: 2023] [added: 2024] expressed an unqualified opinion thereon.

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: PCAOB] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

| As discussed in Note 1 and Note 5 to the consolidated financial statements, the Company recognized transaction-based revenues of [removed: $814] [added: $785] million for the year ended December 31, [removed: 2022,] [added: 2023,] of which [removed: $807] [added: $744] million is comprised of revenues earned from routing user orders to market makers when the performance obligation is satisfied, which is at the point in time when a routed order is executed by the market maker. The Company’s transaction-based revenues from routing user orders involves a significant volume of transactions and is earned from various market makers and is sourced from multiple systems across the Company’s information technology environment. Auditing transaction-based revenues from routing user orders was complex and involved significant audit effort to identify, test, and evaluate the Company’s relevant systems used to process and record transaction-based revenues from routing user orders. | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the revenue recognition process for transaction-based revenues from routing user orders. With the involvement of our information technology professionals, we identified and tested the relevant systems used to process and record transaction-based revenues earned from routing user [removed: orders,] [added: orders] and tested the relevant information technology general controls over those systems. Our audit procedures included, among others, testing on a sample basis the completeness and accuracy of the underlying data and calculations used to record transaction-based revenues from routing user orders, obtaining external confirmation of revenue recognized and transaction price from market makers, and comparing revenue recognized to cash receipts. | | |

| *(in millions, except share and per share data)* | | | [added: | | |] 2021 | | | | | | 2022 | | | | | | [added: 2023] | | | [added: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 6,253] [added: 6,339] | | | | | $ | [removed: 6,339] [added: 4,835] | | | | | | | |

| Cash segregated under federal and other regulations | | | [removed: 3,992] [added: 2,995] | | | | | | [removed: 2,995] [added: 4,448] | | | | | | | | |

| Receivables from brokers, dealers, and clearing organizations | | | [removed: 88] [added: 76] | | | | | | [removed: 76] [added: 89] | | | | | | | | |

| Receivables from users, net | | | [removed: 6,639] [added: 3,218] | | | | | | [removed: 3,218] [added: 3,495] | | | | | | | | |

| Securities borrowed | | | [removed: —] [added: 517] | | | | | | [removed: 517] [added: 1,602] | | | | | | | | |

| Deposits with clearing organizations | | | [removed: 328] [added: 186] | | | | | | [removed: 186] [added: 338] | | | | | | | | |

| Asset related to user cryptocurrencies safeguarding obligation | | | [removed: —] [added: 8,431] | | | | | | [removed: 8,431] [added: 14,708] | | | | | | | | |

| User-held fractional shares | | | [removed: 1,834] [added: 997] | | | | | | [removed: 997] [added: 1,592] | | | | | | | | |

| Prepaid expenses | | | [removed: 92] [added: 86] | | | | | | [removed: 86] [added: 63] | | | | | | | | |

| Other current assets | | | [removed: 57] | | | [removed: | | | 72 | | | | | |] [added: 48] | | |

| Total current assets | | | [removed: 19,283] [added: 22,917] | | | | | | [removed: 22,917] [added: 31,790] | | | | | | | | |

| Property, software, and equipment, net | | | 146 | | | | | | [removed: 146] [added: 120] | | | | | | | | |

| [Consolidated Balance Sheets](#i5bc5a76dbc024e6ab782ae8ba1529e63_172) | | | | | | | | | [107](#i5bc5a76dbc024e6ab782ae8ba1529e63_172) | | |

| [Consolidated Statements of Operations](#i5bc5a76dbc024e6ab782ae8ba1529e63_175) | | | | | | | | | [108](#i5bc5a76dbc024e6ab782ae8ba1529e63_175) | | |

| [Note 3 - Business Combinations](#i5bc5a76dbc024e6ab782ae8ba1529e63_196) | | | | | | | | | [129](#i5bc5a76dbc024e6ab782ae8ba1529e63_196) | | |

| [Note 5 - Revenues](#i5bc5a76dbc024e6ab782ae8ba1529e63_202) | | | | | | | | | [132](#i5bc5a76dbc024e6ab782ae8ba1529e63_202) | | |

| [Note 6 - Restructuring Activities](#i5bc5a76dbc024e6ab782ae8ba1529e63_205) | | | | | | | | | [133](#i5bc5a76dbc024e6ab782ae8ba1529e63_205) | | |

| [Note 7 - Allowance for Credit Losses and Credit Card Expected Loss Liability](#i5bc5a76dbc024e6ab782ae8ba1529e63_208) | | | | | | | | | [135](#i5bc5a76dbc024e6ab782ae8ba1529e63_208) | | |

| [Note 9 - Derivatives and Hedging Activities](#i5bc5a76dbc024e6ab782ae8ba1529e63_965) | | | | | | | | | [139](#i5bc5a76dbc024e6ab782ae8ba1529e63_965) | | |

| [Note 16 - Leases](#i5bc5a76dbc024e6ab782ae8ba1529e63_235) | | | | | | | | | [153](#i5bc5a76dbc024e6ab782ae8ba1529e63_235) | | |

| [Note 17 - Commitments & Contingencies](#i5bc5a76dbc024e6ab782ae8ba1529e63_238) | | | | | | | | | [154](#i5bc5a76dbc024e6ab782ae8ba1529e63_238) | | |

February 27, 2024

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Robinhood Credit, Inc., formerly known as X1, Inc., which is included in the 2023 consolidated financial statements of the Company and constituted less than one percent of total assets as of December 31, 2023 and less than one percent of consolidated total net revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Robinhood Credit, Inc.

and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 27, 2024

| Held-to-maturity investments | | | — | | | | | | 413 | | | | | | | | |

| Other current assets | | | 72 | | | | | | 207 | | | | | | | | |

| Non-current held-to-maturity investments | | | — | | | | | | 73 | | | | | | | | |

| Preferred stock, $0.0001 par value. 210,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022; and December 31, 2023. | | | — | | | | | | — | | | | | | | | |

| Net losses on hedging instruments: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net losses arising during the period | | | | | | — | | | | | | — | | | | | | (4) | | | | | | | | |

| Reclassification adjustment for net losses included in net loss | | | | | | — | | | | | | — | | | | | | 1 | | | | | | | | |

| Net loss on hedging instruments | | | | | | — | | | | | | — | | | | | | (3) | | | | | | | | |

| Net loss | | | | | | $ | (3,687) | | | | | $ | (1,028) | | | | | $ | (541) | |

| Purchases of available-for-sale investments | | | | | | (27) | | | | | | (25) | | | | | | — | | |

| Proceeds from sales and maturities of available-for-sale investments | | | | | | — | | | | | | 42 | | | | | | 10 | | |

| Purchases of held-to-maturity investments | | | | | | — | | | | | | — | | | | | | (759) | | |

| Proceeds from maturities of held-to-maturity investments | | | | | | — | | | | | | — | | | | | | 282 | | |

| Change in principal collected from customers due to Coastal Bank | | | | | | — | | | | | | — | | | | | | 1 | | |

| Repurchase of common stock | | | | | | — | | | | | | — | | | | | | (608) | | |

| Reconciliation of cash, cash equivalents, segregated cash, and restricted cash, end of the period: | | | | | | | | | | | | | | | | | | | | |

| Restricted cash in other current assets, end of the period | | | | | | 1 | | | | | | 1 | | | | | | 46 | | |

| Cash, cash equivalents, segregated cash, and restricted cash, end of the period | | | | | | $ | 10,270 | | | | | $ | 9,357 | | | | | $ | 9,346 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2022 | | | | | | | | | | | | | | | | | | 892,751,571 | | | | | | $ | — | | | | | $ | 11,861 | | | | | $ | — | | | | | $ | (4,905) | | | | | $ | 6,956 | |

| Net loss | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (541) | | | | | | (541) | | |

| Issuance of common stock in connection with Employee Stock Purchase Plan | | | | | | | | | | | | | | | | | | 1,968,081 | | | | | | — | | | | | | 14 | | | | | | — | | | | | | — | | | | | | 14 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Issuance of common stock upon settlement of restricted stock units, net of shares withheld | | | | | | | | | | | | | | | | | | 30,267,312 | | | | | | — | | | | | | (12) | | | | | | — | | | | | | — | | | | | | (12) | | |

| Repurchase and retirement of Class A common stock | | | | | | | | | | | | | | | | | | (55,273,469) | | | | | | — | | | | | | (611) | | | | | | — | | | | | | — | | | | | | (611) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Consolidated Balance Sheets](#iaa752674bab140ddac710e7e57667bc6_151) | | | | | | | | | [101](#iaa752674bab140ddac710e7e57667bc6_151) | | |

| [Consolidated Statements of Operations](#iaa752674bab140ddac710e7e57667bc6_154) | | | | | | | | | [102](#iaa752674bab140ddac710e7e57667bc6_154) | | |

| [Note 3 - Business Combinations](#iaa752674bab140ddac710e7e57667bc6_175) | | | | | | | | | [121](#iaa752674bab140ddac710e7e57667bc6_175) | | |

| [Note 5 - Revenues](#iaa752674bab140ddac710e7e57667bc6_181) | | | | | | | | | [125](#iaa752674bab140ddac710e7e57667bc6_181) | | |

| [Note 6 - Restructuring Activities](#iaa752674bab140ddac710e7e57667bc6_956) | | | | | | | | | [126](#iaa752674bab140ddac710e7e57667bc6_956) | | |

| [Note 15 - Related Party Transactions](#iaa752674bab140ddac710e7e57667bc6_208) | | | | | | | | | [143](#iaa752674bab140ddac710e7e57667bc6_208) | | |

| [Note 16 - Leases](#iaa752674bab140ddac710e7e57667bc6_211) | | | | | | | | | [143](#iaa752674bab140ddac710e7e57667bc6_211) | | |

| [Note 17 - Commitments & Contingencies](#iaa752674bab140ddac710e7e57667bc6_214) | | | | | | | | | [145](#iaa752674bab140ddac710e7e57667bc6_214) | | |

| [Note 18 - Subsequent Events](#iaa752674bab140ddac710e7e57667bc6_217) | | | | | | | | | [149](#iaa752674bab140ddac710e7e57667bc6_217) | | |

February 27, 2023

Adoption of SAB 121

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for obligations to safeguard crypto-assets held in custody on behalf of its platform users in 2022 due to the adoption of SAB 121.

| | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Purchase of investments | | | | | | — | | | | | | (27) | | | | | | (25) | | | | | | | | |

| Sales of investments | | | | | | — | | | | | | — | | | | | | 42 | | | | | | | | |

| Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | | | | | | 1,267 | | | | | | — | | | | | | — | | | | | | | | |

| Balance as of December 31, 2019 | | | 321,626,778 | | | | | | $ | 913 | | | | | | | | 224,802,545 | | | | | | $ | — | | | | | $ | 99 | | | | | $ | 1 | | | | | $ | (197) | | | | | $ | (97) | |

| Net income | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | | | | | 7 | | |

| Issuance of Series F convertible preferred stock, net of issuance costs | | | 48,000,000 | | | | | | 599 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of Series G convertible preferred stock, net of issuance costs | | | 43,116,119 | | | | | | 668 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2020 | | | 412,742,897 | | | | | | $ | 2,180 | | | | | | | | 229,031,546 | | | | | | $ | — | | | | | $ | 134 | | | | | $ | 1 | | | | | $ | (190) | | | | | $ | (55) | |

________________

statements and accompanying notes.

We operate and report financial information in one operating segment.

Variable Interest Entities

We evaluate our ownership, contractual and other interests in entities to determine if we have a variable interest in an entity.

These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical and prospective information, among other factors.

If we determine that an entity for which we hold a contractual or ownership interest in is a variable interest entity (“VIE”) and that we are the primary beneficiary, we consolidate such entity in the consolidated financial statements.

The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.

Periodically, we determine whether any changes in the interest or relationship with the entity impacts the determination of whether we are still the primary beneficiary.

If we are not deemed to be the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.

clearinghouses, would generally be spread among the clearinghouse's members rather than falling entirely on us.

Other marketing costs include cash credits we offer to customers, which primarily relate to remediation for losses experienced by our customers due to service interruptions on our platform and reimbursement of direct losses incurred by our customers from allegedly unauthorized account activity.

Our board of directors exercised reasonable judgement and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock including: independent contemporaneous third-party valuations of our common stock, the prices paid for common and redeemable convertible preferred stock to third-party investors in arms-length transactions, our financial condition, results of operations, and capital resources, the valuation of comparable companies, the lack of marketability of our common stock, and general and industry specific economic outlook, among other factors.

As of December 31, 2020 and 2021, we had not recognized share-based compensation for awards with performance-based conditions because the IPO had not occurred and, therefore, could not be considered probable.

Basic and diluted earnings per share are computed using the two-class method, which considers participating securities as a separate class of shares.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, [removed: 2022.][added: 2023.]

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Our management, under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Robinhood Credit, Inc., formerly known as X1, Inc., which we acquired on July 3, 2023, as discussed in Note 3 - Business Combinations, to our consolidated financial statements in this Annual Report.

We have included the financial results of this acquisition in the consolidated financial statements from the date of acquisition.

Total net revenues and total assets subject to Robinhood Credit, Inc.’s internal control over financial reporting represented less than one percent of both our consolidated total net revenues and total assets for the fiscal year ended and as of December 31, 2023.

(b) During the three months ended December 31, 2023, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

In addition, certain of our officers may, from time to time, make elections to participate in our ESPP and to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute “non-Rule 10b5-1 trading arrangements” (as defined in Item 408(c) of Regulation S-K).

Not applicable.

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

- Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

- Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| 3.2 | | | | | | [Amended and Restated Bylaws of Robinhood Markets, Inc., [removed: dated](https://www.sec.gov/Archives/edgar/data/1783879/000119312522307480/d410448dex31.htm) [December 14](https://www.sec.gov/Archives/edgar/data/1783879/000119312522307480/d410448dex31.htm)[,] [added: dated December 14,] 2022 (our “Bylaws”)](https://www.sec.gov/Archives/edgar/data/1783879/000119312522307480/d410448dex31.htm) | | | | | | 8-K | | | | | | 2022-12-16 | | | | | | 3.1 | | | | | | | | |

| 10.1(a) | | | | | | [Form of Indemnification Agreement between Robinhood Markets, Inc. and, separately, each of its directors and executive officers (other [removed: than](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit101-sx1a1.htm) [VC Fund](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit101-sx1a1.htm) [A](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit101-sx1a1.htm)[ffiliated Directors](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit101-sx1a1.htm)[)](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit101-sx1a1.htm)] [added: than VC Fund Affiliated Directors)](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit101-sx1a1.htm)] | | | | | | S-1/A | | | | | | 2021-07-19 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.18+] [added: 10.18(a)+] | | | | | | [Offer Letter between Robinhood Markets, Inc. and Gretchen Howard, dated November 16, 2018](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000104/exhibit103.htm) | | | | | | 10-Q | | | | | | 2022-05-06 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.21(b)+] [added: 10.20(b)+] | | | | | | [Separation Agreement between Robinhood [removed: Markets.](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000104/exhibit1052.htm)[,](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000104/exhibit1052.htm) [](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000104/exhibit1052.htm)[Inc.] [added: Markets., Inc.] and Christina Smedley, dated August 21, 2021](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000104/exhibit1052.htm) | | | | | | 10-Q | | | | | | 2022-05-06 | | | | | | 10.5.2 | | | | | | | | |

| [removed: 10.22+] [added: 10.21+] | | | | | | [Form of Stock Option Agreement for Employees and Non-Employee Directors (including Notices of Grant) under the Robinhood Markets, Inc. 2021 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000104/exhibit106.htm) | | | | | | 10-Q | | | | | | 2022-05-06 | | | | | | 10.6 | | | | | | | | |

| [removed: 10.23] [added: 10.22] | | | | | | [Amended and Restated Credit Agreement, dated as of April 11, 2022, among Robinhood Securities, LLC, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/1783879/000119312522105708/d341718dex101.htm) | | | | | | 8-K | | | | | | 2022-04-14 | | | | | | 10.1 | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of Robinhood Markets, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000045/exhibit211q42022.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (included in signature pages [removed: hereto)](#iaa752674bab140ddac710e7e57667bc6_265)] [added: hereto)](#i5bc5a76dbc024e6ab782ae8ba1529e63_289)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [CEO Certification pursuant to Section 302 of the Sarbanes-Oxley [removed: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000045/ex311-section302certificat.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/ex311-section302certificat.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [CFO Certification pursuant to Section 302 of the Sarbanes-Oxley [removed: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000045/ex312-section302certificat.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/ex312-section302certificat.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1‡ | | | | | | [CEO Certification pursuant to Section 906 of the Sarbanes-Oxley [removed: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000045/exhibit321-section906certi.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit321-section906certi.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2‡ | | | | | | [CFO Certification pursuant to Section 906 of the Sarbanes-Oxley [removed: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000045/ex322-section906certificat.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/ex322-section906certificat.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly [removed: signed] [added: caused] this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Menlo Park, California, on February 27, [removed: 2023.][added: 2024.]

| By: | | | /s/ Vladimir Tenev | | | | | | Co-Founder, Chief Executive Officer and President and Director | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| By: | | | /s/ Jason Warnick | | | | | | Chief Financial Officer | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| By: | | | /s/ Baiju Bhatt | | | | | | Director | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| By: | | | /s/ Paula Loop | | | | | | Director | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| By: | | | /s/ Jonathan Rubinstein | | | | | | Director | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| By: | | | /s/ Meyer Malka | | | | | | Director | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| By: | | | /s/ Robert Zoellick | | | | | | Director | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| By: | | | /s/ Dara Treseder | | | | | | Director | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| By: | | | /s/ Frances Frei | | | | | | Director | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| 10.18(b)+ | | | | | | [L](https://www.sec.gov/Archives/edgar/data/1783879/000119312523071284/d485105dex101.htm)[etter Agreement, dated March 15, 2023, between Gretchen Howard and Robinhood Markets, Inc.](https://www.sec.gov/Archives/edgar/data/1783879/000119312523071284/d485105dex101.htm) | | | | | | 8-K | | | | | | 2023-03-15 | | | | | | 10.1 | | | | | | | | |

| 10.23+ | | | | | | [F](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm)[orm of Restricted Stock Unit Cancellation](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm) [Agreement](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm)[,](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm) [date](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm)[d](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm) [Feb](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm)[ruary 3, 2023 between Robinh](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm)[ood Mar](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm)[kets, Inc. and separately, (a) Vla](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm)[dimir Tenev and (b) Baiju Bhatt](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm) | | | | | | 8-K | | | | | | 2023-02-08 | | | | | | 10.1 | | | | | | | | |

| 10.24 | | | | | | [Second Amended and](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm) [Restated Credit Agreement dated as of March 24, 20](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)[23, among Rob](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)[inhood](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm) [Securities LLC,as borrower, the lenders party](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm) [thereto, and JPM](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)[organ Chase B](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)[ank, N](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)[.A.](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)[, as administrative agent](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm) | | | | | | 8-K | | | | | | 2023-03-24 | | | | | | 10.1 | | | | | | | | |

| 10.25 | | | | | | [Share Purchase Agreement, date](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000201/exhibit101.htm)[d as of August 30, 2023, by Robinhood Markets, Inc, as purchaser](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000201/exhibit101.htm)[, and](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000201/exhibit101.htm) [the United States Marshals Service, for and on behalf of the United S](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000201/exhibit101.htm)[tates](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000201/exhibit101.htm) | | | | | | 8-K | | | | | | 2023-09-01 | | | | | | 10.1 | | | | | | | | |

| 23.1 | | | | | | [Consent of](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit231.htm) [Independent Regist](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit231.htm)[e](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit231.htm)[red Public Accoun](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit231.htm)[ting Firm](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit231.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 97.1 | | | | | | [R](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit971.htm)[obinhood Markets, Inc. Incentive-based Compensation Recovery Policy, Effective October 2, 2023](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit971.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

_______________

| 23.1 | | | | | | [Consent of Ernst & Young LLP](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000045/q422exhibit231.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

_________________