Robinhood Markets (HOOD) 10-K risk factor changes: FY2024 vs FY2023

You should carefully consider the risks and uncertainties described below, as well as the other information included in this Annual Report, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our [removed: business, financial condition, results of operations, and prospects could be materially and adversely affected by any of these risks or uncertainties.][added: business,*]

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

[removed: *•We] [added: - *We] have [removed: limited operating experience at] [added: expanded and continue to expand] our [removed: current scale,] [added: operations rapidly, including continuing to introduce new products and services on our platforms as well as geographic expansion,] which subjects us to a number of uncertainties, risks, and difficulties that could adversely affect our business.*

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

[removed: *•We] [added: - *In most full year periods since our inception, we] have incurred operating losses [removed: in the past] and might not be profitable in the future.*

- *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 [removed: market] [added: or disruption in the services provided by* *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 publicity.*

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

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

[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 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 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 personnel.*

[removed: *•We recently started operating] [added: - *We currently operate] 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.*

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

[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 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 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 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 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 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 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 operations.*

[removed: *•We] [added: - *We] are incorporating AI technologies into some of our products and processes.

[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 or fourth-party service 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 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 risk.*

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

[removed: *•Any] [added: - *In the United States, 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.*

[removed: *•Cryptocurrency] [added: - *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 [removed: platform.*][added: platforms.*]

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

[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.

We might experience declines in the growth of our business (or negative growth) as a result of a number of factors, including slowing demand for our [removed: platform,] [added: platforms,] insufficient growth in the number of customers that utilize our [removed: platform,] [added: platforms,] declines in the level of usage of our [removed: platform] [added: platforms] 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.

We have [removed: limited operating experience at] [added: expanded and continue to expand] our [removed: current scale,] [added: operations rapidly, including continuing to introduce new products and services on our platforms as well as geographic expansion,] which subjects us to a number of uncertainties, risks, and difficulties that could adversely affect our business.

We have expanded [added: and continue to expand] our operations rapidly, including continuing to introduce new products and services [removed: in our platform, and have limited operating experience at] [added: on] our [removed: current scale,] [added: platforms as well as geographic expansion,] which makes it difficult to evaluate our current business and future prospects, and subjects us to a number of uncertainties, including our ability to plan for, model, and manage potential future growth and risks.

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

Our results of operations are heavily reliant on the level of trading activity on our [removed: platform] [added: platforms] and Net Deposits.

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

[removed: *•volatility] [added: - *volatility] in the market generally or the occurrence of so-called “meme” trading in equities, options, [removed: or] cryptocurrencies, [added: or futures (which includes options on futures, swaps, and event contracts (“Futures”))] which can cause our trading volumes to fluctuate;*

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

*financial condition, results of operations, and prospects could be materially and adversely affected by any of these risks or uncertainties.

We also may not realize the intended benefits of acquisitions of, or investments in, other companies, products or technologies intended to grow our business.

For example, we have undertaken multiple restructurings in recent years, including significant workforce reductions, and scaled back hiring plans.

These actions were driven by a general downturn in economic and market conditions.

While these steps were taken to improve operational efficiency, there can be no assurance

that further restructuring or workforce reductions will not be necessary in the future.

Additionally, as our business operations continue to expand, we have had and may continue to have difficulties meeting customer demand and expectations.

We generated positive full year GAAP net income for the first time in 2024.

which we experience decreased levels of trading generally.

For example, the SEC’s recently adopted final rules (the “September 2024 Final Rules”) to, among other things, adopt an additional minimum pricing increment, or “tick size,” for the quoting of certain national market system (“NMS”) stocks under Rule 612 of Regulation NMS, reduce the access fee caps for protected quotations under Rule 610 of Regulation NMS and enhance the transparency of better priced orders.

While the SEC granted a partial stay of the effectiveness of the final rules in December 2024 pending the completion of judicial review of the petition for review, it did not stay the effective date of the quote transparency rules.

The quote transparency rules will make the information about smaller-sized orders publicly available and result in the contraction of spreads across several securities, which we expect will lead to a decrease in the PFOF earned from such orders once the rules go into effect in November 2025.

Additionally, this risk is heightened for brokerage orders executed outside of regular market hours through Robinhood 24 Hour Market, as currently all brokerage trades executed overnight are routed through one market maker — Virtu Financial, Inc. (“Virtu”).

If Virtu becomes unwilling or unable to do business with us in the future, we may be unable to find additional market makers to support Robinhood 24 Hour Market, which could negatively impact our transaction-based revenue.

Additionally, disruptions in the services provided by market makers, whether due to technical malfunctions, operational mishaps, or financial instability of the market makers, or external factors such as regulatory changes or market volatility, have in the past, and may in the future impair our ability to execute our client's orders.

Should a market maker experience downtime or diminished performance, particularly during peak trading hours, our ability to execute customer orders could be compromised and could have an adverse impact on our business, financial condition, and results of operations.

In March 2024, the SEC adopted amendments to enhance order execution disclosures under Rule 605 of Regulation NMS, which will apply for the first time to RHF and RHS beginning in December 2025.

In September 2024, the SEC also adopted rules related to order tick size and access fee caps (the “Tick Size and Access Fee Cap Rules”).

Beginning in December 2025, the Order Execution Disclosure Rules will require brokers, including RHF and RHS, to make new, publicly available execution quality disclosures that will allow customers, regulators, academics, the press and others to compare execution quality between brokers.

Execution quality of brokers may vary based on the trading characteristics of the broker’s customers, including, but not limited to, the average number of shares traded, the types of securities (e.g., large cap, small cap, more liquid or less liquid, average spread size, etc.), what types of orders customers submit (e.g., market or limit) and when customers place their trades (e.g., market open, during the regular session or market close).

Depending on how our order execution quality compares to other brokers, we could be subject to negative press or critical academic studies that could result in regulatory scrutiny or civil actions which could harm our brand and reputation.

Beginning in November 2025, the Tick Size and Access Fee Cap Rules will make information about smaller-sized orders publicly available and is likely to result in the contraction of spreads across many securities, which we expect will lead to a decrease in the PFOF earned from such orders.

with certain market makers.

RHC is in the process of allowing customers to choose a fee-based model in lieu of our current liquidity provider rebate-based model (under which RHC receives payments akin to PFOF from liquidity providers) for cryptocurrency orders.

This shift may lead to negative publicity due to potential differences in total costs for customers under the two models.

Depending on the nature of these cost differences, concerns might arise about (i) the use of PFOF with respect to other asset classes like equities and options and/or (ii) the replacement of liquidity provider rebates by customer fees for orders in cryptocurrency routed for execution via exchanges.

Any negative publicity associated with adopting this model may have an adverse impact on our business, financial condition and results of operations.

minimum credit card payments, deliver securities sold, or meet margin calls, and therefore lead to increased delinquencies, charge-offs, and allowances for loan and interest receivables, which could have an adverse effect on our net income (loss).

We have in the past and continue to be subject to investigations related to our best execution practices.

These amendments, which require broker-dealer compliance by December 2025, will make it more difficult for us to comply with our obligations with regard to capital maintenance requirements.

limit clearinghouse deposit requirements.

We also need to hold capital and make deposits with respect to certain event contracts in accordance with applicable CFTC regulations and ForecastEx, LLC, Kalshi Klear LLC, and KalshiEx LLC’s Rulebooks for Robinhood Derivatives, LLC.

brand and reputation, such as public complaints and unfavorable media coverage about us, our platforms, and our customers, even if factually incorrect or based on isolated incidents.

- *regulators requesting or requiring us to cease offering specific products or services;*

- *our decision to offer products viewed by some as controversial;*

- *our inability to successfully expand into new markets or make successful acquisitions of, or investments in, other companies, products or technologies;*

- *negative claims or publicity involving our culture or businesses, regardless of whether such claims are accurate; and*

Given our heavy emphasis on SBC, the performance of our stock price has in the past had, and could continue to have, a significant impact on our ability to recruit, retain, and motivate highly skilled personnel.

Attrition and workforce reorganizations and reductions have also and might continue to adversely

Negotiating these transactions can be time-consuming, difficult, and expensive.

*•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 fall.*

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.

Market makers also have a duty

As interest rates increased starting in 2022, interest income has contributed an increasing share of our total net revenues, net income (loss), and cash flows, prior to any income tax effects.

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.

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

relating to our platform, such as the service outages on our stock trading platform on March 2-3, 2020 and March 9, 2020 (the “March 2020 Outages”), the partial service outages and degraded service on our cryptocurrency platform from time to time in mid-April and early May 2021 caused by a surging demand for cryptocurrency trading (the “April-May 2021 Disruptions”), or the data security incident we experienced in November 2021 when an unauthorized third-party socially engineered a customer support employee by phone and obtained access to certain customer support systems (the “November 2021 Data Security Incident”) are likely to receive extensive media attention.

has resulted, and could result in the future in reduced revenues and adversely affect our business, financial condition, and results of operations.

For example, as a result of the 2022 Bear Markets, for fiscal year 2022, our daily revenue trades for options, equities, and crypto declined by 33%, 49%, and 75%, compared to fiscal year 2021.

We currently have a remote work policy, under which a large segment of our employees are not required to come into the office on a daily basis, although since September 2023, most employees living within 35 miles of any of our offices are expected to work in-office at least three days a week (the “Return to Office policy”).

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.

Given our heavy emphasis on SBC, the declines in our stock price (which make previously-granted SBC less valuable) have exacerbated the difficulty of recruiting, retaining, and motivating highly skilled personnel.

For example, in April 2022 we signed a definitive agreement to acquire Ziglu Limited (“Ziglu”), a U.K.-based electronic money institution and crypto asset firm.

However, as a result of prolonged regulatory uncertainty, after careful consideration, we notified Ziglu of the termination of the agreement in February 2023.

In connection with the termination of the agreement, we took a $12 million impairment charge, in addition to suffering losses from legal fees and other expenses.

Additionally, because we had expected Ziglu’s team and technology to help accelerate our international expansion, the termination of the deal has delayed our plans to expand our operations in Europe, particularly with respect to cryptocurrency trading.

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

in which we operate.

*Broker-Dealer Regulation*

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

- In June 2021, we resolved multiple matters with FINRA (including investigations into systems outages, our options product offering, and margin-related communications with customers), resulting in censure, fines and restitution of $70 million, and engagement of an independent consultant.

- In August 2022, we settled an NYDFS investigation under which we paid a monetary penalty of $30 million and engaged an independent compliance consultant.

- 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 anticipate potential additional state settlements as part of a multi-state settlement related to these issues totaling up to approximately $10 million.

Over three days in the spring of 2021, the Committee on Financial Services of the U.S. House of Representatives held hearings on the January 2021 market volatility and disruptions surrounding GameStop and other “meme” stocks at which various members of Congress expressed concerns about various market practices, including PFOF and options trading.

Chair Gensler also discussed the use of mobile app features such as rewards, bonuses, push notifications and other prompts.

Chair Gensler suggested that such prompts could promote behavior that is not in the interest of the customer, such as excessive trading.

Chair Gensler also advised that he had directed the SEC staff to consider whether expanded enforcement mechanisms are necessary.

In December 2022, the SEC proposed the December 2022 Rule Proposals, which relate to (i) best execution, (ii) order competition, (iii) order execution disclosure, and (iv) order tick size and fee caps.

The SEC issued a request for information and public comment on digital engagement practices by broker-dealers and investment advisers in August 2021.

In his April 2023 testimony before the U.S. House of Representatives Committee on Financial Services, Chair Gensler stated that he had asked the SEC staff to make recommendations for rule proposals addressing conflicts that can arise from the use of predictive analytics, in particular conflicts that may arise to the extent advisors or brokers are optimizing their own interests as well as others.

Any of

We have historically relied significantly on our customers joining organically or through the Robinhood Referral Program, which accounted for over 80% of the customers that joined our platform in each of 2020, 2021, and 2022, and since 2023 we have started to increase our investment in paid marketing channels.

The total value of outbound ACATS, an automated industry system for account asset transfers, was $4.2 billion in the first quarter of 2021, involving 5.2% of AUC from approximately 206,000 accounts, as compared to outbound transfers of $0.5 billion, involving 1.2% of AUC from approximately 24,000 accounts during each quarter of 2020 on average.

For example, the Q4 2022 Processing Error (defined below), allowed customers, for a limited time, to execute trades selling more shares than they held in their accounts.

This caused a temporary short position in that ticker symbol which Robinhood covered out of corporate cash within the same trading day, resulting in a loss of $57 million.

For example, this occurred in September 2021 prior to our launch announcement for our crypto transfers feature (“Crypto Transfers”).

We provided remediation to many of our customers impacted by the March 2020 Outages through cash payments, resulting in out-of-pocket losses to us of approximately $3.6 million.

We refer to our “users” and our “customers” interchangeably throughout this Annual Report to refer to individuals who hold accounts on our [removed: platform.][added: platforms.]

- Assets Under Custody (“AUC”): We define AUC as the sum of the fair value of all equities, options, [removed: cryptocurrency] [added: cryptocurrency, futures (including options on futures, swaps,] and [added: event contracts), 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.

[removed: “Growth rate”] [added: - Growth Rate with respect to Net Deposits: 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.

- Churned [removed: Customer:] [added: Customers:] A Funded Customer is considered “Churned” if it was ever a New Funded Customer whose account balance (measured as the fair value of assets in the account less any amount due from the user and excluding 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 and has not completed a transaction using any account with a Robinhood entity for at least 45 consecutive calendar days.

Negative balances typically result from Fraudulent Deposit Transactions (which occur when users initiate deposits into their accounts, make trades on our [removed: platform] [added: platforms] 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 amount) and unauthorized debit card use, and less often, from margin loans.

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

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

With respect to the year ended December 31, [removed: 2023,] [added: 2024,] as compared to the year ended December 31, [removed: 2022:][added: 2023:]

- [removed: we generated] total net revenues [removed: of $1.87] [added: increased 58% to $2.95] billion compared to [removed: $1.36 billion, an increase of 37%;][added: $1.87 billion;]

- [added: total] operating expenses [removed: were $2.40] [added: decreased 21% to $1.90] billion compared to [removed: $2.37 billion, an increase of 1%;][added: $2.40 billion;]

◦SBC expense [removed: totaled $871] [added: decreased 65% to $304] million compared to [removed: $654 million, an increase of 33%.][added: $871 million;]

[removed: ◦SBC expense for the] [added: ◦The] year ended December 31, 2023 included [removed: a] [added: an expense of] $485 million [removed: charge related to cancellation of] [added: from] the 2021 [removed: Market-Based RSUs] [added: Founders Award Cancellation] (the “2021 Founders Award [removed: Cancellation”).][added: Cancellation”);]

[removed: ◦SBC expense for] [added: (1) For] the year ended December 31, [removed: 2022 included $77 million] [added: 2022, SBC excluding 2021 Founders Award Cancellation benefited from restructuring-related] net reversals of previously recognized expense [added: of $77 million] in connection with both the April 2022 Restructuring and August 2022 [removed: Restructuring;][added: Restructuring.]

[removed: - we had 23.4 million] [added: |] Funded [removed: Customers compared to] [added: Customers(1) *(in millions)* | | | | | |] 23.0 [removed: million, an increase of 2%;][added: | | | | | | 23.4 | | | | | | 25.2 | | |]

- Net Deposits were [removed: $17.1] [added: $50.5] billion, which translates to a growth rate of [removed: 27%] [added: 49%] relative to AUC at the end of the fourth quarter of [removed: 2022,] [added: 2023,] compared to [removed: $18.4] [added: $17.1] billion, which translates to a growth rate of [removed: 19%] [added: 27%] relative to AUC at the end of the fourth quarter of [removed: 2021;][added: 2022;]

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| [added: Beginning] Funded [removed: Customers(1) *(in millions)* | | |] [added: Customers] | | | 22.7 | | | | | | 23.0 | | | | | | 23.4 | | |

| AUC(2) *(in billions)* | | | | | | $ | [removed: 98.0] [added: 62.2] | | | | | $ | [removed: 62.2] [added: 102.6] | | | | | $ | [removed: 102.6] [added: 192.9] | |

| Net Deposits *(in billions)* | | | | | | $ | [removed: 27.1] [added: 18.4] | | | | | $ | [removed: 18.4] [added: 17.1] | | | | | $ | [removed: 17.1] [added: 50.5] | |

| Growth Rate with respect to Net Deposits | | | | | | [removed: 43] [added: 19%] | | [removed: %] | | | | [removed: 19] [added: 27%] | | [removed: %] | | | | [removed: 27] [added: 49%] | | [removed: %] |

| ARPU *(in dollars)* | | | | | | $ | [removed: 103] [added: 60] | | | | | $ | [removed: 60] [added: 80] | | | | | $ | [removed: 80] [added: 122] | |

| *(in millions)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| New Funded Customers | | | [removed: 12.2] [added: 1.3] | | | | | | [removed: 1.3] [added: 1.1] | | | | | | [removed: 1.1] [added: 2.2] | | |

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

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

| Ending Funded Customers | | | [removed: 22.7] [added: 23.0] | | | | | | [removed: 23.0] [added: 23.4] | | | | | | [removed: 23.4] [added: 25.2] | | |

| *(in billions)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Equities | | | $ | [removed: 72.1] [added: 45.8] | | | | | $ | [removed: 45.8] [added: 69.4] | | | | | $ | [removed: 69.4] [added: 130.6] | |

| Cryptocurrencies | | | [removed: 22.1] [added: 8.4] | | | | | | [removed: 8.4] [added: 14.7] | | | | | | [removed: 14.7] [added: 35.2] | | |

| Options [added: and futures (2)] | | | [removed: 1.5] [added: 0.3] | | | | | | [removed: 0.3] [added: 0.6] | | | | | | [removed: 0.6] [added: 1.8] | | |

| Cash held by Customers | | | [removed: 8.8] [added: 10.8] | | | | | | [removed: 10.8] [added: 21.3] | | | | | | [removed: 21.3] [added: 33.3] | | |

| Receivables from Customers [added: (primarily margin balances)] | | | [removed: (6.5)] [added: (3.1)] | | | | | | [removed: (3.1)] [added: (3.4)] | | | | | | [removed: (3.4)] [added: (8.0)] | | |

| [added: Beginning] AUC | | | $ | 98.0 | | | | | $ | 62.2 | | | | | $ | 102.6 | |

| Net Deposits | | | [removed: 27.1] [added: 18.4] | | | | | | [removed: 18.4] [added: 17.1] | | | | | | [removed: 17.1] [added: 50.5] | | |

| Net market gains (losses) | | | [removed: 7.9] [added: (54.2)] | | | | | | [removed: (54.2)] [added: 23.3] | | | | | | [removed: 23.3] [added: 39.8] | | |

| Ending AUC | | | $ | [removed: 98.0] [added: 62.2] | | | | | $ | [removed: 62.2] [added: 102.6] | | | | | $ | [removed: 102.6] [added: 192.9] | |

Adjusted EBITDA is defined as net income (loss), excluding (i) interest expenses related to credit facilities, (ii) provision for (benefit from) income taxes, (iii) [added: depreciation and amortization, (iv) SBC, (v) significant legal and tax settlements and reserves, and (vi) 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.]

This non-GAAP financial information is presented for supplemental informational purposes only, should not be considered [added: in isolation or as] a substitute [removed: for] [added: for,] or superior [removed: to] [added: to,] financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.

[removed: Moreover, Adjusted EBITDA is a key measurement used by] our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

The following table presents a reconciliation of Adjusted [removed: EBITDA,] [added: EBITDA] to the most directly comparable GAAP measure, net [removed: loss:][added: income (loss):]

Individuals who share a funded joint investing account (which launched in July 2024) are each considered to be a Funded Customer.

- Net Deposits: We define Net Deposits as all cash deposits and asset transfers from customers, as well as dividends, interest, and cash or assets earned in connection with Company promotions (such as account transfer and retirement match incentives and free stock bonuses) received by customers, net of reversals, customer cash withdrawals, margin interest, Gold subscription fees, and assets transferred off of our platforms for a stated period.

Prior to the second quarter of 2024, Net Deposits did not include inflows from cash or assets earned in connection with Company promotions and prior to January 2024, Net Deposits did not include inflows from dividends and interest or outflows from Robinhood Gold subscription fees and margin interest, although we have not restated amounts in prior periods as the impact to those figures was immaterial.

- Gold Subscribers: We define a Gold Subscriber as a unique person who has at least one account with a Robinhood entity and who, as of the end of the relevant period (a) is subscribed to Robinhood Gold and (b) has made at least one Robinhood Gold subscription fee payment.

- Cash Sweep: We define Cash Sweep as the period-end total amount of participating users’ uninvested brokerage cash that has been automatically “swept” or moved from their brokerage accounts into deposits for their benefit at a network of program banks.

- Investment Accounts: We define an Investment Account as a funded individual brokerage account, a funded joint investing account, or a funded individual retirement account (“IRA”).

As of December 31, 2024, a Funded Customer can have up to four Investment Accounts - individual brokerage account, joint investing account (which launched in July 2024), traditional IRA, and Roth IRA.

- net income was $1.41 billion, or diluted earnings per share (“EPS”) of $1.56, compared to a net loss of $0.54 billion, or diluted EPS of -$0.61.

Net income included the impact of:

◦a $369 million deferred tax benefit, primarily from the release of the Company's valuation allowance on most of its net deferred tax assets;

◦a $55 million benefit due to a reversal of an accrual as part of a regulatory settlement.

- Adjusted EBITDA (non-GAAP) increased 167% to $1.43 billion compared to $0.54 billion;

- Funded Customers increased 8% to 25.2 million compared to 23.4 million and Investment Accounts increased by 10% to 26.2 million compared to 23.8 million;

- AUC increased 88% to $192.9 billion compared to $102.6 billion, driven by continued Net Deposits and higher equity and cryptocurrency valuations;

- ARPU increased 53% to $122 compared to $80; and

- Gold Subscribers increased 86% to 2.64 million compared to 1.42 million.

Recent Developments

*Pending Business Acquisitions*

In June 2024, we entered into an agreement to acquire all outstanding equity of Bitstamp, a globally-scaled cryptocurrency exchange with retail and institutional customers, for an aggregate consideration of approximately $200 million, subject to customary purchase price adjustments and payable in cash.

In November 2024, we entered into an agreement to acquire all outstanding equity of TradePMR, a custodial and portfolio management platform for registered investment advisors, for cash consideration of approximately $180 million and post-close equity compensation of approximately $120 million, for aggregate consideration and post-close compensation of approximately $300 million.

The purchase consideration is subject to customary purchase price adjustments.

Both pending acquisitions are subject to customary closing conditions, including regulatory approvals, and are expected to close in the first half of 2025.

| Gold Subscribers *(in millions)* | | | | | | 1.14 | | | | | | 1.42 | | | | | | 2.64 | | |

| AUC | | | $ | 62.2 | | | | | $ | 102.6 | | | | | $ | 192.9 | |

(2) Futures consists of futures, options on futures, and swaps, including event contracts, which we launched during the fourth quarter of 2024.

| *(in billions)* | | | 2022 | | | | | | 2023 | | | | | | 2024 | | |

Moreover, Adjusted EBITDA is a key measurement used by

| Add: SBC | | | | | | | | | | | | | | | | | | | | |

(2) For the year ended December 31, 2024, significant legal and tax settlements and reserves included a $55 million benefit due to a reversal of an accrual as part of a regulatory settlement.

With respect to cryptocurrencies trading, we receive “Transaction Rebates” when routing to market makers.

We route

*Robinhood Match Incentives*

We offer a match incentive on customers’ eligible contributions to their retirement accounts and, from time to time, an incentive on other transfers of assets to our platform.

All match incentives are recognized as a reduction to revenue when earned.

The matches are allocated to certain revenue categories on a proportional basis.

The provision for credit losses consists of expected credit losses related to credit card and brokerage products.

For credit card related, we have two types of provision for credit losses: i) one related to off-balance sheet credit card principal receivables, and ii) one related to on-balance sheet purchased credit card and interest receivables.

Brokerage-related provision for credit losses primarily relates to unsecured balances of receivables from users due to Fraudulent Deposit Transactions and losses on margin lending.

| Operations | | | | | | 249 | | | | | | 116 | | | | | | 112 | | |

| Provision for credit losses | | | | | | 36 | | | | | | 43 | | | | | | 76 | | |

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.

- Net Deposits: We define Net Deposits as all cash deposits and asset transfers received from customers, net of reversals, customer cash withdrawals, and other assets transferred out of our platform (assets transferred in or out include debit card transactions, ACATS transfers, and custodial crypto wallet transfers) for a stated period.

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.

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

A person need not satisfy these conditions on a recurring monthly basis or be a Funded Customer to be included in MAU.

MAU figures in this Annual Report reflect MAU for the last month of the relevant period presented.

We utilize MAU to measure how many customers interact with our products and services during a given month.

MAU does not measure the frequency or duration of the interaction, but we consider it a useful indicator for engagement.

Additionally, MAUs are positively correlated with, but are not indicative of, the performance of revenue and other key performance indicators.

- 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;

- our Adjusted EBITDA (non-GAAP) was positive $536 million compared to negative $94 million;

- 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%;

- we had MAU of 10.9 million in December 2023 compared to 11.4 million in December 2022, a decrease of 4%.

| MAU *(in millions)* | | | | | | 17.3 | | | | | | 11.4 | | | | | | 10.9 | | |

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

| Beginning AUC | | | $ | 63.0 | | | | | $ | 98.0 | | | | | $ | 62.2 | |

depreciation and amortization, (iv) 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.

| Change in fair value of convertible notes and warrant liability | | | | | | 2,045 | | | | | | — | | | | | | — | | |

(1) For the year ended December 31, 2022, SBC excluding 2021 Founders Award Cancellation benefited from restructuring-related net reversals of previously recognized expense of $77 million in connection with both the April 2022 Restructuring and August 2022 Restructuring (see Note 14 - Common Stock and Stockholders' (Deficit) Equity, to our consolidated financial statements in this Annual Report for further information).

Operations costs also include our provision for credit losses and fraud primarily in connection with unrecoverable receivables due to Fraudulent Deposit Transactions and credit card expected losses.

Marketing costs also include incentive expenses associated with the Robinhood Referral Program.

| Operations | | | | | | 368 | | | | | | 285 | | | | | | 159 | | |

Upon our IPO in 2021, we recognized $1.01 billion of SBC expense.

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

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

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.

The decrease was partially offset by a higher rebate rate from crypto market makers.

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.

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

Net interest revenues increased by $505 million.

The increase was primarily driven by growth in interest-earning assets balances and the higher short-term interest rate environment due to the rise in the federal funds rate, which positively impacted the interest rate we receive on these assets.

| December 31, 2021 | | | $ | 6,467 | | $ | 10,600 | | $ | 2,095 | | N/A | | | $ | 19,162 | | | | | | | | | | | | | |

| December 31, 2020 | | | 3,351 | | | 6,544 | | | 1,827 | | | N/A | | | 11,722 | | | | | | | | | | | | | | |

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, [added: including interest rate sensitive off-balance sheet amounts related] to [added: our Coastal Bank Program Agreement, 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 [removed: a] simulated changes in interest rates.

| *(in millions)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| 50 basis point | | | | | | $ | [removed: 68] [added: 71] | | | | | $ | [removed: 71] [added: 94] | |

| 100 basis point | | | | | | [removed: 136] [added: 141] | | | | | | [removed: 141] [added: 188] | | |

| 150 basis point | | | | | | [removed: 204] [added: 212] | | | | | | [removed: 212] [added: 282] | | |

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

Based on investment positions as of December 31, [removed: 2023,] [added: 2024,] a hypothetical 100 basis point increase in interest rates across all maturities would not be significant.

However, as there were no outstanding borrowings under our [added: uncommitted revolving] credit facilities as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had limited financial exposure associated with changes in interest rates as of such dates.

Additionally, the analysis does not factor in any assumptions on the effect simulated changes in interest rates would have on trading activities across our platforms.

linear, and proportional.

We also have exposure to changes in interest rates related to our variable-rate credit facilities.

Refer to Note 12 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report for further information.

We also have exposure to change in interest rates related to our variable-rate credit facilities, which are described in Note 13 - Financing Activities and Off-Balance Sheet Risk, to our consolidated financial

statements in this Annual Report.

We create with care, make changes thoughtfully, and [removed: we] obsess over details.

We are driven by impact and constantly go [removed: after big opportunities.]

We [removed: plan] [added: continue] to create an ecosystem of financial products and services that will enable people across the world to become investors.

We believe [added: our products can transform] the [added: relationship people have with the financial system and that the] products on our roadmap will go a long way toward making that a reality.

We began by offering our customers the ability to buy and sell equities on a mobile-first platform and have since continued to expand our offerings to add [added: new asset classes,] products and [removed: features for] [added: features, while also growing internationally to better serve] our customers.

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

We [removed: believe we have] designed [added: our mobile platform to be] an elegant, intuitive investing interface that provides our customers with trading functionality and market information such as historical prices, valuation multiples, recent news, analyst ratings, [added: advanced charts,] and [removed: more.][added: more, at no additional cost.]

Subject to approval from Robinhood, customers can access basic options strategies (Level 2), which permits buying calls and puts and selling covered calls and puts, or more advanced options strategies (Level 3), which permits fixed-risk spreads (such as credit spreads [removed: and iron condors) and other advanced trading strategies, depending on their individually disclosed preparedness.]

This allows eligible customers to borrow a limited amount of funds from Robinhood [removed: at a floating interest rate] to use as additional investing capital.

[removed: - *Fully-Paid] [added: *•Fully-Paid] Securities Lending.* 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.

Customers’ eligible contributions to their retirement account can earn a percentage match by [removed: Robinhood (“Robinhood Retirement Match”),] [added: Robinhood,] subject to a five-year holding period.

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

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

We currently support trading in the following [added: 22] cryptocurrencies, where available(1):

| Aave (AAVE) | | | Avalanche [removed: (AVAX)*] [added: (AVAX)] | | | Bitcoin (BTC) | | |

| [removed: Bitcoin Cash (BCH) | | |] Chainlink (LINK) | | | Compound [removed: (COMP)*] [added: (COMP)] | | | [added: Dogecoin (DOGE) | | |]

| [removed: Dogecoin (DOGE)] [added: Dogwifhat (WIF)] | | | Ethereum (ETH) | | | Ethereum Classic (ETC) | | |

| [removed: Litecoin (LTC)] [added: Shiba Inu (SHIB)] | | | [removed: Shiba Inu (SHIB)*] [added: Solana (SOL)] | | | Stellar Lumens [removed: (XLM)*] [added: (XLM)] | | |

| Tezos [removed: (XTZ)*] [added: (XTZ)] | | | Uniswap [removed: (UNI)*] [added: (UNI)] | | | USD Stablecoin (USDC) | | |

[removed: A single] [added: An] asterisk indicates a cryptocurrency is not currently available for trading in New [removed: York.][added: York; a double asterisk indicates a cryptocurrency is not currently available for trading in New York or Texas.]

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

As an agent, we route all cryptocurrency transactions initiated by customers to third-party market [removed: makers.][added: makers or exchange liquidity providers.]

We [removed: also] offer cryptocurrency transfers (“Crypto Transfers”), allowing customers to transfer cryptocurrency into and out of their RHC accounts without commission, where eligible.

Additionally, we provide real-time market data for certain cryptocurrencies, including those that are not supported on RHC’s [removed: platforms,] [added: platform,] for informational purposes only.

[removed: In 2023, we launched] [added: With] Robinhood Connect, a [removed: new avenue] [added: fiat-to-crypto on-ramp tool] that [removed: allows] [added: developers can embed directly into their decentralized applications,] customers [removed: to] [added: can] fund Web3 wallets without the need to leave decentralized applications, or dApps.

[removed: As of December 2023, we also] [added: We] offer [removed: commission-free] cryptocurrency trading in select jurisdictions within the European Union (the “EU”) through Robinhood Europe, UAB [removed: (“RHEC”)] [added: (“RHEU”)] using a separate mobile application that is only available to eligible users in the EU.

Eligible users in select jurisdictions in the EU can currently buy, sell, and hold select cryptocurrencies through [removed: RHEC.][added: RHEU.]

The list of cryptocurrencies supported by [removed: RHEC] [added: RHEU] for eligible users in select jurisdictions in the EU is available on our website at https://robinhood.com/eu/en/support/articles/about-robinhood-crypto/*.*

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) [added: offline] cold wallets, which [removed: are managed entirely offline.][added: require physical access controls.]

Our wallets store and transfer all the settled digital assets listed above using [removed: either private keys through hardware security modules or] an architecture combining multi-party computation and hardware security to eliminate a single point of failure.

In general, the overwhelming majority of cryptocurrency coins on our [removed: platform] [added: platforms] are held in cold storage, in facilities located in the United States [added: and in the EU] 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.

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

Separately from RHC and [removed: RHEC,] [added: RHEU,] Robinhood offers a self-custody, web3 wallet (the “Robinhood Wallet”) in over 150 countries through our Cayman Islands subsidiary, Robinhood Non-Custodial [removed: Ltd. (“RHNC”),] [added: Ltd.,] that allows customers to deposit and withdraw cryptocurrencies to and from their wallets.

Customers can store and manage cryptocurrencies on the Ethereum, Bitcoin, [added: Solana,] Dogecoin, [removed: Polygon,] Arbitrum, [added: Polygon,] Optimism and Base networks.

Neither RHC nor [removed: RHEC] [added: RHEU] custody any Robinhood Wallet assets.

[removed: *•Higher] [added: - *Higher] Match on IRA Contribution.* Subscribers can earn a higher percentage match of 3% on eligible contributions compared to users who do not subscribe to Gold.

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

- [removed: *Nasdaq Level II] [added: *Advanced] Market Data.* Subscribers have the ability to see greater depth of orders for any given stock or [removed: option.][added: option with Level II Market Data from Nasdaq.]

*Robinhood [removed: Credit] [added: Gold] Card*

[removed: The credit card program] [added: Robinhood Gold Card] is [removed: funded] [added: offered] under a program agreement (“Program Agreement”) between Robinhood Credit, Inc. (“Robinhood Credit”) [removed: (formerly X1 Inc.)] and Coastal Community Bank (“Coastal Bank”), a member of the FDIC.

Over the last decade, we have disrupted and changed the industry, becoming the first U.S. retail broker to offer commission-free stock trading with no account minimums, which was subsequently adopted by the rest of the industry.

In recent years, we have continued to build relationships with our customers by introducing new products and diversifying our services that further expand access to the financial system, including focusing on products and tools for more seasoned investors.

after big opportunities.

During the fourth quarter of 2024, we introduced Robinhood Legend.

Built specifically for active traders, Robinhood Legend is a new powerful, sleek browser-based desktop trading platform that is fully customizable and available at no additional cost to anyone with a Robinhood account.

We are in the process of scaling Robinhood Legend to all supported asset classes and capabilities, with the goal of making it the most state-of-the-art desktop platform for trading.

and iron condors) and other advanced trading strategies, depending on their individually disclosed preparedness.

During the fourth quarter of 2024, we announced index option trading and made it available to all customers in January 2025.

Index option trading allows our customers to trade options on diversified indices like the S&P 500 and VIX, while gaining access to potential tax benefits and one of the lowest contract fees among leading brokerages.

In 2024, we began to offer an industry-leading tiered margin structure where customers now receive a single low interest rate based on their total margin balance, replacing the floating interest rate that was offered previously.

- *Joint Investing Accounts.* Our joint investing accounts allow customers to seamlessly manage investments with their partner while keeping their shared assets in one place.

The joint account provides shared access for account holders that allows them to combine funds and increase their investment power as they work towards their financial goals.

Gold Subscribers can also extend certain Robinhood Gold benefits to a joint account at no additional cost.

*•Event Contracts.* An event contract is a type of financial derivative that allows traders to speculate on the outcome of a specific event.

These contracts are generally structured around “Yes” or “No” outcomes, and fluctuate in price based on the projected outcome of the event.

Event contracts then pay out if the position held matches the correct outcome of the event; otherwise, they expire with no value.

Event contracts are offered through our Futures Commission Merchant (“FCM”) license regulated by the Commodity Futures Trading Commission (“CFTC”).

During the fourth quarter of 2024, we were one of the only companies offering presidential election event contracts for the U.S. presidential election, which allowed customers to trade based on their prediction for which candidate would win the election.

We believe event contracts give people a tool to engage in real-time decision-making, unlocking a new asset class.

Following the success of our presidential election market, we plan to launch a more comprehensive event contract product in response to customer demand.

- *Futures.* A futures contract is a legal agreement between two parties to buy or sell a set amount of an asset at an agreed-upon future date with the price set today.

We started to make futures trading available to customers beginning January 2025 and expect full availability to all customers in the first quarter of 2025.

Our futures trading allows customers to trade stock indexes, energy, currency, metals, and crypto at the speed of a tap with our sleek new trading ladder, while gaining access to potential tax benefits and one of the lowest commissions rates among leading competitors.

In addition, our futures trading has no pattern day trading rules.

*United Kingdom*

- In 2024, we began to offer most of our brokerage services to customers in the U.K. through Robinhood U.K. Ltd (“RHUK”), using a separate mobile application that is only available to eligible users in the U.K. Brokerage services available to our U.K. customers include commission-free trading on U.S.-listed stocks and ADR, option trading, fractional share trading, recurring investments, investing on margin, Fully-Paid Securities Lending, Cash Sweep, and 24 Hour Market.

We plan to continue expanding our U.K. brokerage product offering in 2025.

*United States*

We have expanded our coverage to Hawaii, Puerto Rico, and the U.S. Virgin Islands, achieving full coverage across all U.S. states and the largest territories.

Customers trading in the Robinhood app can choose to have orders routed to non-exchange liquidity providers (“market makers”) commission-free or through exchange liquidity providers (“partner exchanges”) via smart exchange routing for a fee.

Orders placed on Robinhood Legend are all routed to the partner exchanges via smart exchange routing.

| Bitcoin Cash (BCH) | | | BONK (BONK) | | | Cardano (ADA) | | |

| Litecoin (LTC) | | | Pepecoin (PEPE) | | | OFFICIAL TRUMP (TRUMP)* | | |

| XRP (XRP) | | | | | | | | |

We also launched the Robinhood Crypto Trading API to our most seasoned crypto traders, which can be used to set up advanced and automated trading strategies that allow them to stay ahead of market trends, react to significant market movements, or simply trade crypto–all without needing to open the Robinhood app.

We charge users a commission each time a user decides to buy or sell certain cryptocurrencies in the EU.

We offer staking exclusively for EU customers on selected cryptocurrencies.

Staking allows customers to earn rewards by locking up the cryptocurrencies, subject to the network and cryptocurrency’s requirements and bonding periods.

In 2024, we also made Crypto Transfers available in the EU, giving EU customers greater flexibility and control over their digital assets.

We currently do not hold significant amounts of cryptocurrency for our own account.

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

Period.

We believe our products can transform the relationship people have with the financial system.

We also launched advanced charts, which gives customers customizable, quick, simple and in-depth analysis right in the app.

Instant withdrawals are also available to customers of the Robinhood Cash Card and Spending Account (each described below).

- *IPO Access and Directed Share Program*.

Our IPO Access feature enables our customers, with no account minimums, to buy shares in participating initial public offerings (“IPOs”) at the IPO price, before trading begins on public exchanges.

We also offer our Directed Share Program service that gives an issuing company the chance to set aside a certain amount of shares, at the IPO price, for a specific group of people, such as employees, valued customers, vendors, or others who have a relationship with the issuer.

We have expanded our coverage to include every U.S. state and the District of Columbia, except for Hawaii.

A double asterisk indicates a cryptocurrency is not currently available for trading in New York or Texas.

Subscribers can invest on margin at a lower rate compared to users who do not subscribe to Gold.

Our Robinhood Credit Card allows us to provide our customers access to credit.

The credit card offers rewards on each purchase.

*Robinhood Cash Card and Spending Account*

Our Cash Card and Spending Account allows customers to spend with a prepaid spending card (“Robinhood Cash Card”) issued by Sutton Bank (“Sutton”).

We offer a variety of features, such as recurring investments, paycheck early access, and a cash back rewards program.

There are no monthly fees, no subscription fees, and no account minimum fees.

Funds held in Robinhood Cash Card and Spending Account are eligible for FDIC insurance.

- *Robinhood Snacks*.

In response to slower customer support response times during high volume periods, we also streamlined the in-app phone support request process and introduced 24/7 in-app chat support.

We aim to serve our customers with existing product offerings, grow with our customers over time as they build their wealth, and create new and innovative products that are relevant to new and existing customers.

*Winning the Active Trader Market*

In 2023, we launched several new features and products focused on delivering the top feature requests and addressing pain points from our active traders.

These features and products included 24 Hour Market, upgraded advanced charts, strategy builder, stock screeners, and streamlined equity trading flow.

We plan to keep investing in mobile where we are number one in the market today and to create a pro trader web experience that positions us to be the number one overall.

We also plan to continue to innovate for our active traders to drive an even better experience.

*Increasing Wallet Share*

We plan to keep investing in our existing products and features such as Robinhood Gold, Robinhood Retirement, and deposit matches, while also launching new products like credit cards.

*Expanding Internationally*

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

In December 2023, we launched the brokerage services in the United Kingdom on a rolling basis, and plan to reach full availability in the first half of 2024.

The United Kingdom customers have access to commission-free trading of U.S.-listed stocks and ADRs.

Additionally, we launched the Robinhood Crypto app to all eligible customers in select jurisdictions in the EU.

From Robinhood’s inception, a vast majority of our growth has come directly from customers joining our platform organically or through the Robinhood Referral Program (defined below).

Since 2023, we have increased our investment in paid marketing channels to continuously promote our brand, products, and services.

Robinhood employees are at the heart of our company mission.

We seek to foster a high-performance culture that elevates and embraces all voices.

During our weekly “all-hands” meetings, every employee has the opportunity to ask a question of our senior leadership.

To ensure we provide a rich experience for our employees, we conduct ongoing employee surveys to build on the competencies that are important for our future success.

Our employee surveys are an important part of our culture and the results are an important part of how we make decisions about life at Robinhood.

[removed: See] [added: Refer to] Note [removed: 17] [added: 16] - Commitments & [removed: Contingencies,] [added: Contingencies] to our consolidated financial statements in this Annual Report.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $7.3] [added: $16.3] 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: 22, 2024,] [added: 12, 2025,] the numbers of shares of the issuer’s Class A and Class B common stock outstanding were [removed: 748,126,154] [added: 767,947,897] and [removed: 126,421,315.][added: 117,512,743.]

| ITEM 1. | | | [removed: [BUSINESS](#i5bc5a76dbc024e6ab782ae8ba1529e63_16)] [added: [BUSINESS](#i09343055b4074e46bd2ad8b1fce7276f_16)] | | | | | | [removed: [5](#i5bc5a76dbc024e6ab782ae8ba1529e63_16)] [added: [5](#i09343055b4074e46bd2ad8b1fce7276f_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i5bc5a76dbc024e6ab782ae8ba1529e63_55)] [added: FACTORS](#i09343055b4074e46bd2ad8b1fce7276f_55)] | | | | | | [removed: [22](#i5bc5a76dbc024e6ab782ae8ba1529e63_55)] [added: [24](#i09343055b4074e46bd2ad8b1fce7276f_55)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i5bc5a76dbc024e6ab782ae8ba1529e63_58)] [added: COMMENTS](#i09343055b4074e46bd2ad8b1fce7276f_58)] | | | | | | [removed: [75](#i5bc5a76dbc024e6ab782ae8ba1529e63_58)] [added: [82](#i09343055b4074e46bd2ad8b1fce7276f_58)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i5bc5a76dbc024e6ab782ae8ba1529e63_61)] [added: [PROPERTIES](#i09343055b4074e46bd2ad8b1fce7276f_64)] | | | | | | [removed: [77](#i5bc5a76dbc024e6ab782ae8ba1529e63_61)] [added: [84](#i09343055b4074e46bd2ad8b1fce7276f_64)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i5bc5a76dbc024e6ab782ae8ba1529e63_64)] [added: PROCEEDINGS](#i09343055b4074e46bd2ad8b1fce7276f_67)] | | | | | | [removed: [77](#i5bc5a76dbc024e6ab782ae8ba1529e63_64)] [added: [85](#i09343055b4074e46bd2ad8b1fce7276f_67)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i5bc5a76dbc024e6ab782ae8ba1529e63_67)] [added: DISCLOSURES](#i09343055b4074e46bd2ad8b1fce7276f_70)] | | | | | | [removed: [77](#i5bc5a76dbc024e6ab782ae8ba1529e63_67)] [added: [85](#i09343055b4074e46bd2ad8b1fce7276f_70)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER [removed: MATTERS AND] [added: MATTERS](#i09343055b4074e46bd2ad8b1fce7276f_76)[,](#i09343055b4074e46bd2ad8b1fce7276f_76) [AND] ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i5bc5a76dbc024e6ab782ae8ba1529e63_73)] [added: SECURITIES](#i09343055b4074e46bd2ad8b1fce7276f_76)] | | | | | | [removed: [78](#i5bc5a76dbc024e6ab782ae8ba1529e63_73)] [added: [86](#i09343055b4074e46bd2ad8b1fce7276f_76)] | | |

| ITEM 6. | | | [\[REMOVED AND [removed: RESERVED\]](#i5bc5a76dbc024e6ab782ae8ba1529e63_76)] [added: RESERVED\]](#i09343055b4074e46bd2ad8b1fce7276f_82)] | | | | | | [removed: [79](#i5bc5a76dbc024e6ab782ae8ba1529e63_76)] [added: [88](#i09343055b4074e46bd2ad8b1fce7276f_82)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i5bc5a76dbc024e6ab782ae8ba1529e63_79)] [added: OPERATIONS](#i09343055b4074e46bd2ad8b1fce7276f_85)] | | | | | | [removed: [80](#i5bc5a76dbc024e6ab782ae8ba1529e63_79)] [added: [89](#i09343055b4074e46bd2ad8b1fce7276f_85)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i5bc5a76dbc024e6ab782ae8ba1529e63_160)] [added: RISK](#i09343055b4074e46bd2ad8b1fce7276f_163)] | | | | | | [removed: [100](#i5bc5a76dbc024e6ab782ae8ba1529e63_160)] [added: [110](#i09343055b4074e46bd2ad8b1fce7276f_163)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i5bc5a76dbc024e6ab782ae8ba1529e63_163)] [added: DATA](#i09343055b4074e46bd2ad8b1fce7276f_166)] | | | | | | [removed: [102](#i5bc5a76dbc024e6ab782ae8ba1529e63_163)] [added: [112](#i09343055b4074e46bd2ad8b1fce7276f_166)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURES](#i5bc5a76dbc024e6ab782ae8ba1529e63_244)] [added: DISCLOSURES](#i09343055b4074e46bd2ad8b1fce7276f_253)] | | | | | | [removed: [159](#i5bc5a76dbc024e6ab782ae8ba1529e63_244)] [added: [173](#i09343055b4074e46bd2ad8b1fce7276f_253)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i5bc5a76dbc024e6ab782ae8ba1529e63_247)] [added: PROCEDURES](#i09343055b4074e46bd2ad8b1fce7276f_256)] | | | | | | [removed: [159](#i5bc5a76dbc024e6ab782ae8ba1529e63_247)] [added: [173](#i09343055b4074e46bd2ad8b1fce7276f_256)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i5bc5a76dbc024e6ab782ae8ba1529e63_250)] [added: INFORMATION](#i09343055b4074e46bd2ad8b1fce7276f_259)] | | | | | | [removed: [160](#i5bc5a76dbc024e6ab782ae8ba1529e63_250)] [added: [174](#i09343055b4074e46bd2ad8b1fce7276f_259)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i5bc5a76dbc024e6ab782ae8ba1529e63_253)] [added: INSPECTIONS](#i09343055b4074e46bd2ad8b1fce7276f_262)] | | | | | | [removed: [160](#i5bc5a76dbc024e6ab782ae8ba1529e63_253)] [added: [175](#i09343055b4074e46bd2ad8b1fce7276f_262)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE [removed: OFFICERS AND] [added: OFFICERS](#i09343055b4074e46bd2ad8b1fce7276f_268)[,](#i09343055b4074e46bd2ad8b1fce7276f_268) [AND] CORPORATE [removed: GOVERNANCE](#i5bc5a76dbc024e6ab782ae8ba1529e63_259)] [added: GOVERNANCE](#i09343055b4074e46bd2ad8b1fce7276f_268)] | | | | | | [removed: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_259)] [added: [176](#i09343055b4074e46bd2ad8b1fce7276f_268)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i5bc5a76dbc024e6ab782ae8ba1529e63_262)] [added: COMPENSATION](#i09343055b4074e46bd2ad8b1fce7276f_271)] | | | | | | [removed: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_262)] [added: [176](#i09343055b4074e46bd2ad8b1fce7276f_271)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i5bc5a76dbc024e6ab782ae8ba1529e63_265)] [added: MATTERS](#i09343055b4074e46bd2ad8b1fce7276f_274)] | | | | | | [removed: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_265)] [added: [176](#i09343055b4074e46bd2ad8b1fce7276f_274)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i5bc5a76dbc024e6ab782ae8ba1529e63_268)] [added: INDEPENDENCE](#i09343055b4074e46bd2ad8b1fce7276f_277)] | | | | | | [removed: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_268)] [added: [176](#i09343055b4074e46bd2ad8b1fce7276f_277)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#i5bc5a76dbc024e6ab782ae8ba1529e63_271)] [added: SERVICES](#i09343055b4074e46bd2ad8b1fce7276f_280)] | | | | | | [removed: [161](#i5bc5a76dbc024e6ab782ae8ba1529e63_271)] [added: [176](#i09343055b4074e46bd2ad8b1fce7276f_280)] | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i5bc5a76dbc024e6ab782ae8ba1529e63_277)] [added: SCHEDULES](#i09343055b4074e46bd2ad8b1fce7276f_286)] | | | | | | [removed: [162](#i5bc5a76dbc024e6ab782ae8ba1529e63_277)] [added: [177](#i09343055b4074e46bd2ad8b1fce7276f_286)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i5bc5a76dbc024e6ab782ae8ba1529e63_280)] [added: SUMMARY](#i09343055b4074e46bd2ad8b1fce7276f_289)] | | | | | | [removed: [162](#i5bc5a76dbc024e6ab782ae8ba1529e63_280)] [added: [177](#i09343055b4074e46bd2ad8b1fce7276f_289)] | | |

In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “estimate,” “predict,” [removed: “potential”,] [added: “potential,”] or [removed: “continue”] [added: “continue,”] or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

- our plans to keep investing in [removed: mobile and continue to innovate for] our [removed: active traders as well as to keep investing in our] existing products and features while also launching new products [added: and services] like [removed: credit cards;][added: Robinhood Legend, index options, futures, and event contracts;]

- our [removed: 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 and the competitive landscape in potential new markets [removed: when] [added: prior to] pursuing such expansion;

- 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; [removed: and]

- the difficulty of managing our business effectively, including the size of our workforce, and the risk of [removed: continued] declining or negative growth;

- our reliance on transaction-based revenue, including payment for order flow (“PFOF”), [removed: and] the risk of new regulation or bans on PFOF and similar [removed: practices;][added: practices, and the addition of our new fee-based model for cryptocurrency;]

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

- our reliance on third parties to perform some key functions and the risk that processing, operational or technological failures could impair the availability or stability of our [removed: platform;][added: platforms;]

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

- the risk that our [removed: platform] [added: platforms and services] could be exploited to facilitate illegal payments; and

- the risk that substantial future sales of Class A common [removed: shares] [added: stock] in the public market, or the perception that they may occur, could cause the price of our stock to fall.

[added: 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.

| ITEM 1C. | | | [CYBERSECURITY](#i09343055b4074e46bd2ad8b1fce7276f_61) | | | | | | [82](#i09343055b4074e46bd2ad8b1fce7276f_61) | | |

| | | | [SIGNATURES](#i09343055b4074e46bd2ad8b1fce7276f_298) | | | | | | [182](#i09343055b4074e46bd2ad8b1fce7276f_298) | | |

- our intent to continue to invest in technology;

- our expectations about our ability to rapidly adopt and introduce new tools relating to artificial intelligence (“AI”), including building complex AI agents and AI-native advisory products;

- our expectations about our ability to lead in cryptocurrency and blockchain technology;

- our plans to launch new products and features that drive tokenization in the future;

- our expectations about becoming the number one retail trading platform across all asset classes;

- our expectations of making Robinhood Legend the most state-of-the art desktop platform for trading; our plan to launch a more comprehensive event contract product in response to customer demand;

- our expectations about becoming number one in wallet share for the next generation;

- our expectations regarding products related to wealth management and advisory, including our plan to focus on multigenerational advisory in our future product roadmap;

- our plan to continue expanding the coverage of Robinhood Gold;

- our belief that there is a significant opportunity for Robinhood to grow internationally and our intent to continue expanding our operations outside of the United States, including our plan to continue the expansion of our United Kingdom (“U.K.”) brokerage product offering, including option trading, in 2025, and our plan to open an office in Singapore as our APAC headquarters;

- our expectations with respect to our pending acquisitions of Bitstamp (as defined below) and TradePMR (as defined below);

- our current expectations with respect to the timing of our Repurchase Program (as defined below); and

- our rapid and continuing expansion, including continuing to introduce new products and services on our platforms as well as geographic expansion;

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

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

- our limited operating experience at our current scale;

Except as required by law, Robinhood assumes no obligation to

[removed: We] [added: Although no organization can eliminate cybersecurity and information technology risk completely, we] have a cybersecurity program that includes physical, technological, and administrative controls [added: designed] to detect, contain, respond to and remediate cybersecurity threats and incidents and defined processes to assess, identify and manage material risks from cybersecurity threats.

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

- maintaining an incident response plan which [removed: includes required responses] [added: outlines the roles and responsibilities of key personnel] in the event of a cybersecurity incident;

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

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

- carrying [removed: information security risk] [added: cybersecurity] insurance that provides [added: some] protection against [removed: the] potential losses arising from a cybersecurity incident.

[removed: Prior to joining our Company, she] [added: Our CSO has over twenty years of experience in the security industry and has] 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 [removed: entity.][added: entity’s business.]

[removed: The] [added: Each of our] Chief Information Security Officers [removed: have] [added: has] expertise in cybersecurity, industry and regulatory standards, risk management, and security operations.

The Security organization elevates risks to the [added: relevant] ROCs where applicable.

We maintain a Third Party Security and Privacy [removed: Policy] [added: Standard] 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 [removed: comprehensive] cybersecurity practices consistent with applicable legal standards and industry [removed: best practices.][added: standards.]

Services provided by third-party consultants include, but are not limited to: regular assessments [removed: to] [added: of] 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.

[removed: Management] [added: Our management] is responsible for [added: the Company’s] day-to-day risk operations and management processes.

If a cybersecurity incident occurs, incident response procedures are in place to [removed: ensure that] [added: facilitate] the [removed: occurrence is appropriately reported] [added: appropriate reporting] 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 [removed: the] [added: an] escalation process for alerting senior management of high severity [added: and material] incidents.

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 [removed: CSO).][added: CSO) and notify the CEO.]

The MAC will then determine, without unreasonable delay, whether the incident is material to the [added: Company.]

The principal role of our board of directors and the Safety [removed: Committee] [added: Committee, a board-level committee composed solely of independent directors,] 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.

Our board of directors and Safety Committee receive updates on relevant industry developments, threats, and material risks identified as needed each [removed: quarter.][added: quarter, including material legal and legislative developments, concerning data privacy and security, the rapidly evolving cybersecurity risk landscape, and the Safety Committee facilitates the board of directors’ oversight responsibilities.]

In addition to our Internal Audit and Compliance functions, the ERM team partners with various front-line risk teams and risk owners across Robinhood, to foster consistent risk management practices across Robinhood.

In particular, the ERM team provides

governance over risk management practices and reports on a quarterly basis on top risks to the Safety Committee, along with planned mitigants and monitoring procedures.

- 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

Currently, our CSO is Erika Dean.

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

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.

Company.

The board of directors and the Safety Committee also receive updates, including material legal and legislative developments, concerning data privacy and security, the rapidly evolving cybersecurity risk landscape, and the Safety Committee facilitates the board of directors’ oversight responsibilities.

Our corporate headquarters are located in Menlo Park, California, where we currently have lease commitments for multiple facilities with various expiration dates through [removed: 2026.][added: 2033.]

As of February [removed: 22, 2024,] [added: 12, 2025,] there were [removed: 82] [added: 81] stockholders of record of our Class A common stock.

As of February [removed: 22, 2024,] [added: 12, 2025,] there were [removed: eight] [added: nine] stockholders of record of our Class B common stock and zero stockholders of record of our Class C common stock.

From January 1, [removed: 2023] [added: 2024] through December 31, [removed: 2023] [added: 2024] 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: ]

Issuer Purchases of Equity Securities

The following table presents repurchases of shares of our Class A common stock during the three months ended December 31, 2024:

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

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

| Period | | | Total Number of Shares Purchased | | | Average Price Paid per Share (1) | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) | | |

| | | | | | | | | | | | | | | | *(in millions)* | | |

| October 1, 2024 - October 31, 2024 | | | 797,990 | | | $ | 25.23 | | 797,990 | | | | | | $ | 882 | |

| November 1, 2024 - November 30, 2024 | | | 2,787,976 | | | $ | 25.35 | | 2,787,976 | | | | | | $ | 812 | |

| December 1, 2024- December 31, 2024 | | | 1,757,949 | | | $ | 38.90 | | 1,757,949 | | | | | | $ | 743 | |

| Total | | | 5,343,915 | | | $ | 29.79 | | 5,343,915 | | | | | | $ | 743 | |

(1) The average cost per share excludes the 1% excise tax on net share repurchase and commissions.

(2) On May 28, 2024, we announced that the Board of Directors approved the Repurchase Program authorizing the Company to repurchase up to $1 billion of its outstanding Class A common stock.

Repurchase transactions may be made using a variety of methods, such as open market share repurchases, including the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, or other financial arrangements or transactions.

The Repurchase Program does not obligate us to acquire any particular amount of Class A common stock and the Repurchase Program may be suspended or discontinued at any time at our discretion.

Refer to Note 13 - Common Stock and Stockholders' Equity to our consolidated financial statements in this Annual Report for more information about the Repurchase Program.

| [Report of Independent Registered Public Accounting [removed: Firm](#i5bc5a76dbc024e6ab782ae8ba1529e63_166)] [added: Firm](#i09343055b4074e46bd2ad8b1fce7276f_172)] (PCAOB ID: 42) | | | | | | | | | [removed: [105](#i5bc5a76dbc024e6ab782ae8ba1529e63_166)] [added: [113](#i09343055b4074e46bd2ad8b1fce7276f_169)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i5bc5a76dbc024e6ab782ae8ba1529e63_178)] [added: (Loss)](#i09343055b4074e46bd2ad8b1fce7276f_181)] | | | | | | | | | [removed: [109](#i5bc5a76dbc024e6ab782ae8ba1529e63_178)] [added: [119](#i09343055b4074e46bd2ad8b1fce7276f_181)] | | |

[removed: | [Consolidated Statements of Cash Flows](#i5bc5a76dbc024e6ab782ae8ba1529e63_181) | | | | | | | | | [110](#i5bc5a76dbc024e6ab782ae8ba1529e63_181) | | |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Consolidated Statements of Mezzanine Equity and Stockholders’ (Deficit) Equity](#i5bc5a76dbc024e6ab782ae8ba1529e63_184) | | | | | | | | | [111](#i5bc5a76dbc024e6ab782ae8ba1529e63_184) | | |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY]

| [Notes to the Consolidated Financial [removed: Statements](#i5bc5a76dbc024e6ab782ae8ba1529e63_187)] [added: Statements](#i09343055b4074e46bd2ad8b1fce7276f_190)] | | | | | | | | | | | |

| [Note 1 - Description of Business and Summary of Significant Accounting [removed: Policies](#i5bc5a76dbc024e6ab782ae8ba1529e63_190)] [added: Policies](#i09343055b4074e46bd2ad8b1fce7276f_193)] | | | | | | | | | [removed: [114](#i5bc5a76dbc024e6ab782ae8ba1529e63_190)] [added: [125](#i09343055b4074e46bd2ad8b1fce7276f_193)] | | |

| [Note 2 - Recent Accounting [removed: Pronouncements](#i5bc5a76dbc024e6ab782ae8ba1529e63_193)] [added: Pronouncements](#i09343055b4074e46bd2ad8b1fce7276f_196)] | | | | | | | | | [removed: [128](#i5bc5a76dbc024e6ab782ae8ba1529e63_193)] [added: [139](#i09343055b4074e46bd2ad8b1fce7276f_196)] | | |

| [Note 4 - Goodwill and Intangible [removed: Assets](#i5bc5a76dbc024e6ab782ae8ba1529e63_199)] [added: Assets](#i09343055b4074e46bd2ad8b1fce7276f_202)] | | | | | | | | | [removed: [131](#i5bc5a76dbc024e6ab782ae8ba1529e63_199)] [added: [142](#i09343055b4074e46bd2ad8b1fce7276f_202)] | | |

| [Note 8 - Investments and Fair Value [removed: Measurement](#i5bc5a76dbc024e6ab782ae8ba1529e63_211)] [added: Measurement](#i09343055b4074e46bd2ad8b1fce7276f_217)] | | | | | | | | | [removed: [135](#i5bc5a76dbc024e6ab782ae8ba1529e63_211)] [added: [148](#i09343055b4074e46bd2ad8b1fce7276f_217)] | | |

[removed: | [Note](#i5bc5a76dbc024e6ab782ae8ba1529e63_214) [10](#i5bc5a76dbc024e6ab782ae8ba1529e63_214) [- Income Taxes](#i5bc5a76dbc024e6ab782ae8ba1529e63_214) | | | | | | | | | [140](#i5bc5a76dbc024e6ab782ae8ba1529e63_214) | | |][added: NOTE 9: INCOME TAXES]

[removed: | [Note 1](#i5bc5a76dbc024e6ab782ae8ba1529e63_217)[1](#i5bc5a76dbc024e6ab782ae8ba1529e63_217) [- Property, Software, and Equipment, net](#i5bc5a76dbc024e6ab782ae8ba1529e63_217) | | | | | | | | | [143](#i5bc5a76dbc024e6ab782ae8ba1529e63_217) | | |][added: NOTE 10: PROPERTY, SOFTWARE, AND EQUIPMENT, NET]

[removed: | [Note](#i5bc5a76dbc024e6ab782ae8ba1529e63_220) [12](#i5bc5a76dbc024e6ab782ae8ba1529e63_220) [- Securities Borrowing and Lending](#i5bc5a76dbc024e6ab782ae8ba1529e63_220) | | | | | | | | | [143](#i5bc5a76dbc024e6ab782ae8ba1529e63_220) | | |][added: NOTE 11: SECURITIES BORROWING AND LENDING]

[removed: | [Note](#i5bc5a76dbc024e6ab782ae8ba1529e63_223) [13](#i5bc5a76dbc024e6ab782ae8ba1529e63_223) [- Financing Activities and Off-Balance Sheet Risk](#i5bc5a76dbc024e6ab782ae8ba1529e63_223) | | | | | | | | | [144](#i5bc5a76dbc024e6ab782ae8ba1529e63_223) | | |][added: NOTE 12: FINANCING ACTIVITIES AND OFF-BALANCE SHEET RISK]

[removed: | [Note](#i5bc5a76dbc024e6ab782ae8ba1529e63_226) [14](#i5bc5a76dbc024e6ab782ae8ba1529e63_226) [- Common Stock and Stockholders' (Deficit) Equity](#i5bc5a76dbc024e6ab782ae8ba1529e63_226) | | | | | | | | | [146](#i5bc5a76dbc024e6ab782ae8ba1529e63_226) | | |][added: NOTE 13: COMMON STOCK AND STOCKHOLDERS' EQUITY]

[removed: | [Note 1](#i5bc5a76dbc024e6ab782ae8ba1529e63_229)[5](#i5bc5a76dbc024e6ab782ae8ba1529e63_229) [- Net Income (Loss) per Share](#i5bc5a76dbc024e6ab782ae8ba1529e63_229) | | | | | | | | | [152](#i5bc5a76dbc024e6ab782ae8ba1529e63_229) | | |][added: NOTE 14: NET INCOME (LOSS) PER SHARE]

[removed: | [Note 16 - Leases](#i5bc5a76dbc024e6ab782ae8ba1529e63_235) | | | | | | | | | [153](#i5bc5a76dbc024e6ab782ae8ba1529e63_235) | | |][added: NOTE 15: LEASES]

[removed: | [Note 17 - Commitments] [added: NOTE 16: COMMITMENTS] & [removed: Contingencies](#i5bc5a76dbc024e6ab782ae8ba1529e63_238) | | | | | | | | | [154](#i5bc5a76dbc024e6ab782ae8ba1529e63_238) | | |][added: CONTINGENCIES]

To the [removed: Stockholders] [added: Shareholders] and the Board of Directors of Robinhood Markets, Inc.

We have audited the accompanying consolidated balance sheets of Robinhood Markets, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income [removed: (loss), mezzanine equity and stockholders’ (deficit)] [added: (loss), stockholders'] equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 27, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

[removed: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements,] taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

| As discussed in Note 1 and Note 5 to the consolidated financial statements, the Company recognized transaction-based revenues of [removed: $785] [added: $1,647] million for the year ended December 31, [removed: 2023,] [added: 2024,] of which [removed: $744] [added: $1,563] 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. | | | | | |

We have audited Robinhood Markets, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Robinhood Markets, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income (loss), [removed: mezzanine equity and] stockholders’ [removed: (deficit)] equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 27, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

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, [added: 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.]

| *(in millions, except share and per share data)* | | | [added: | | |] 2022 | | | | | | 2023 | | | | | | [added: 2024] | | | [added: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 6,339] [added: 4,835] | | | | | $ | [removed: 4,835] [added: 4,332] | | | | | | | |

| [removed: Cash] [added: Cash, cash equivalents, and securities] segregated under federal and other regulations | | | [removed: 2,995] [added: 4,448] | | | | | | [removed: 4,448] [added: 4,724] | | | | | | | | |

| Receivables from brokers, dealers, and clearing organizations | | | [removed: 76] [added: 89] | | | | | | [removed: 89] [added: 471] | | | | | | | | |

| Receivables from users, net | | | [removed: 3,218] [added: 3,495] | | | | | | [removed: 3,495] [added: 8,239] | | | | | | | | |

| Securities borrowed | | | [removed: 517] [added: 1,602] | | | | | | [removed: 1,602] [added: 3,236] | | | | | | | | |

| Deposits with clearing organizations | | | [removed: 186] [added: 338] | | | | | | [removed: 338] [added: 489] | | | | | | | | |

| User-held fractional shares | | | [removed: 997] [added: 1,592] | | | | | | [removed: 1,592] [added: 2,530] | | | | | | | | |

| Held-to-maturity investments | | | [removed: —] [added: 413] | | | | | | [removed: 413] [added: 398] | | | | | | | | |

| Prepaid expenses | | | [removed: 86] [added: 63] | | | | | | [removed: 63] [added: 75] | | | | | | | | |

| Other [removed: current assets] [added: non-current assets:] | | | [removed: 72] | | | | | | [removed: 207] | | | | | | | | | [added: | | | | | |]

| Total current assets | | | [removed: 22,917] [added: 17,082] | | | | | | [removed: 31,790] [added: 25,103] | | | | | | | | |

| Property, software, and equipment, net | | | [removed: 146] [added: 120] | | | | | | [removed: 120] [added: 139] | | | | | | | | |

| [Consolidated Balance Sheets](#i09343055b4074e46bd2ad8b1fce7276f_175) | | | | | | | | | [117](#i09343055b4074e46bd2ad8b1fce7276f_175) | | |

| [Consolidated Statements of Operations](#i09343055b4074e46bd2ad8b1fce7276f_178) | | | | | | | | | [118](#i09343055b4074e46bd2ad8b1fce7276f_178) | | |

| [Consolidated Statements of Cash Flows](#i09343055b4074e46bd2ad8b1fce7276f_184) | | | | | | | | | [120](#i09343055b4074e46bd2ad8b1fce7276f_184) | | |

| [Consolidated Statements of](#i09343055b4074e46bd2ad8b1fce7276f_187) [Stockholders’](#i09343055b4074e46bd2ad8b1fce7276f_187) [Equity](#i09343055b4074e46bd2ad8b1fce7276f_187) | | | | | | | | | [122](#i09343055b4074e46bd2ad8b1fce7276f_187) | | |

| [Note 3 - Business Combinations](#i09343055b4074e46bd2ad8b1fce7276f_199) | | | | | | | | | [141](#i09343055b4074e46bd2ad8b1fce7276f_199) | | |

| [Note 5 - Revenues](#i09343055b4074e46bd2ad8b1fce7276f_208) | | | | | | | | | [144](#i09343055b4074e46bd2ad8b1fce7276f_208) | | |

| [Note 6 - Restructuring Activities](#i09343055b4074e46bd2ad8b1fce7276f_211) | | | | | | | | | [145](#i09343055b4074e46bd2ad8b1fce7276f_211) | | |

| [Note 7 - Allowance for Credit Losses](#i09343055b4074e46bd2ad8b1fce7276f_214) | | | | | | | | | [146](#i09343055b4074e46bd2ad8b1fce7276f_214) | | |

Adoption of SAB 122

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 2024 due to the adoption of SAB 122.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements,

February 18, 2025

February 18, 2025

| Deferred customer match incentives | | | 11 | | | | | | 100 | | | | | | | | |

| Non-current deferred customer match incentives | | | 19 | | | | | | 195 | | | | | | | | |

| Other non-current assets, including non-current prepaid expenses of $4 as of December 31, 2023 and $17 as of December 31, 2024 | | | 107 | | | | | | 533 | | | | | | | | |

| Total assets | | | $ | 17,624 | | | | | $ | 26,187 | | | | | | | |

| Total liabilities | | | 10,928 | | | | | | 18,215 | | | | | | | | |

| Operations | | | | | | 249 | | | | | | 116 | | | | | | 112 | | | | | | | | |

| Deferred income taxes | | | — | | | | | | — | | | | | | (369) | | |

| Current and non-current deferred customer match incentives | | | — | | | | | | (30) | | | | | | (265) | | |

| Asset acquisition, net of cash acquired | | | — | | | | | | — | | | | | | (3) | | |

| Purchases of credit card receivables by Credit Card Funding Trust | | | — | | | | | | — | | | | | | (748) | | |

| Collections of purchased credit card receivables | | | — | | | | | | — | | | | | | 556 | | |

| Borrowings by the Credit Card Funding Trust | | | — | | | | | | — | | | | | | 132 | | |

| Repayments on borrowings by the Credit Card Funding Trust | | | — | | | | | | — | | | | | | (1) | | |

| Cash, cash equivalents, segregated cash and restricted cash, end of the period | | | $ | 9,357 | | | | | $ | 9,346 | | | | | $ | 8,695 | |

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

| *(in millions, except for number of shares)* | | | | | | | | | | | | | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2023 | | | | | | | | | | | | | | | | | | 872,162,664 | | | | | | $ | — | | | | | $ | 12,145 | | | | | $ | (3) | | | | | $ | (5,446) | | | | | $ | 6,696 | |

| Net income | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,411 | | | | | | 1,411 | | |

| Shares issued in connection with warrants exercises, net of shares withheld | | | | | | | | | | | | | | | | | | 456,764 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of common stock upon settlement of restricted stock units, net of shares withheld | | | | | | | | | | | | | | | | | | 15,999,321 | | | | | | — | | | | | | (244) | | | | | | — | | | | | | — | | | | | | (244) | | |

| Repurchase and retirement of Class A common stock | | | | | | | | | | | | | | | | | | (10,356,110) | | | | | | — | | | | | | (257) | | | | | | — | | | | | | — | | | | | | (257) | | |

| Change in other comprehensive income | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | 2 | | |

| Balance as of December 31, 2024 | | | | | | | | | | | | | | | | | | 884,492,983 | | | | | | $ | — | | | | | $ | 12,008 | | | | | $ | (1) | | | | | $ | (4,035) | | | | | $ | 7,972 | |

ROBINHOOD MARKETS, INC.

- Robinhood Derivatives, LLC (“RHD”), a registered non-clearing futures commission merchant and a swap firm for trading cleared swaps.

[Table of](#i09343055b4074e46bd2ad8b1fce7276f_7) [Contents](#i09343055b4074e46bd2ad8b1fce7276f_7)

of intangible assets, valuation of reporting units in assessing goodwill for impairment, incremental borrowing rate used to calculate operating lease right-of-use assets and related liabilities, impairment of long-lived assets, uncertain tax positions, realizability of deferred tax assets, accrued and contingent liabilities.

| [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) | | |

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.

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

| Asset related to user cryptocurrencies safeguarding obligation | | | 8,431 | | | | | | 14,708 | | | | | | | | |

| Total assets | | | $ | 23,337 | | | | | $ | 32,332 | | | | | | | |

| User cryptocurrencies safeguarding obligation | | | 8,431 | | | | | | 14,708 | | | | | | | | |

| Total liabilities | | | 16,381 | | | | | | 25,636 | | | | | | | | |

| Operations | | | | | | 368 | | | | | | 285 | | | | | | 159 | | | | | | | | |

| Change in fair value of convertible notes and warrant liability | | | | | | 2,045 | | | | | | — | | | | | | — | | | | | | | | |

| Change in fair value of convertible notes and warrant liability | | | | | | 2,045 | | | | | | — | | | | | | — | | |

| Current and non-current prepaid expenses | | | | | | (135) | | | | | | 33 | | | | | | 37 | | |

| Proceeds from issuance of common stock in connection with initial public offering, net of offering costs | | | | | | 2,052 | | | | | | — | | | | | | — | | |

| Proceeds from issuance of convertible notes and warrants | | | | | | 3,552 | | | | | | — | | | | | | — | | |

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

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

| Net loss | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,687) | | | | | | (3,687) | | |

| Issuance of common stock in connection with initial public offering, net of issuance costs | | | — | | | | | | — | | | | | | | | | 56,729,194 | | | | | | — | | | | | | 2,052 | | | | | | — | | | | | | — | | | | | | 2,052 | | |

| Issuance of common stock upon settlement of RSUs | | | — | | | | | | — | | | | | | | | | 32,133,589 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Shares withheld related to net share settlement | | | — | | | | | | — | | | | | | | | | (11,160,525) | | | | | | — | | | | | | (422) | | | | | | — | | | | | | — | | | | | | (422) | | |

| Conversion of preferred stock to common stock | | | (412,742,897) | | | | | | (2,180) | | | | | | | | | 412,742,897 | | | | | | — | | | | | | 2,180 | | | | | | — | | | | | | — | | | | | | 2,180 | | |

| Conversion of convertible notes to common stock | | | — | | | | | | — | | | | | | | | | 137,305,156 | | | | | | — | | | | | | 5,218 | | | | | | — | | | | | | — | | | | | | 5,218 | | |

| Reclassification of warrant liability to stockholders' equity | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 380 | | | | | | — | | | | | | — | | | | | | 380 | | |

| Vesting of replacement awards issued in connection with acquisition | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 1 | | |

_______________

In connection with the completion of our initial public offering, all previously outstanding shares of common stock were reclassified into Class A common stock and Class B common stock.

- Robinhood Money, LLC (“RHY”), which offers the Robinhood Cash Card and a Spending Account that help customers invest, save, and earn rewards.

On August 2, 2021, we closed our IPO of 55.0 million shares of Class A common stock.

On August 31, 2021, we sold an additional 4.4 million shares of Class A common stock pursuant to the option granted to the underwriters to purchase additional shares.

We operate and report financial information in one operating segment as our CODM only reviews consolidated financial information to allocate resources and assess performance.

We continue to work with each GM to review and iterate on their respective discrete financial information while also investing in building the technical capabilities necessary to automate the process of producing the GM level financial information.

We will continue to monitor and evaluate the information provided to the CODM to assess all applicable accounting standards relevant to the determination of our segments.

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: 2023.][added: 2024.]

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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.

[removed: 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: 2023] [added: 2024] 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: 2023.][added: 2024.]

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: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Internal control

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) On October 11, 2024, Morgan Stanley Smith Barney initiated a termination of the “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) adopted on June 12, 2024 by Steven Quirk, our Chief Brokerage Officer.

That previously disclosed “Rule 10b5-1 trading arrangement” had provided that Mr. Quirk may sell (i) up to 528,408 shares of our Class A common stock (less any shares previously sold under predecessor Rule 10b5-1 trading arrangements), (ii) shares of our Class A common stock resulting from the settlement of up to 122,161 unvested RSUs (less any shares previously sold under predecessor Rule 10b5-1 trading arrangements and shares withheld for applicable taxes), (iii) up to 9,378 shares of our Class A common stock, and (iv) shares of our Class A common stock resulting from the settlement of up to 369,779 unvested RSUs (less any shares withheld for applicable taxes), in each case on or prior to September 19, 2025.

On November 12, 2024, Mr. Quirk adopted a new Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell (i) up to 370,195 shares of our Class A common stock, and (ii) shares of our Class A common stock resulting from the settlement of up to 441,179 unvested RSUs (less any shares withheld for applicable taxes), in each case on or prior to February 21, 2026.

On November 11, 2024, Jeffrey Pinner, our Chief Technology Officer, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of

Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell shares of our Class A common stock resulting from the settlement of up to 285,948 unvested RSUs (less any shares withheld for applicable taxes), in each case on or prior to April 30, 2026.

RSUs convert into Class A common stock on a one-for-one basis upon vesting and settlement.

(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.

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

- Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of [added: Comprehensive] Income [added: (Loss)] for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021][added: 2022]

- Consolidated Statements of [removed: Comprehensive Income] [added: Operations] for the Years Ended December 31, [removed: 2023, 2022,] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of [removed: Changes in] Stockholders’ Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| [removed: 10.2] [added: 10.9] | | | | | | [Form of [removed: Indemnification Agreement] [added: Equity Exchange Right Agreement, entered into on July 26, 2021] between Robinhood Markets, Inc. and, separately, [removed: each of Jan Hammer] [added: (a) Baiju Bhatt] and [removed: Scott Sandell](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit102-sx1a1.htm)] [added: (b) Vladimir Tenev](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit1013-sx1a1.htm)] | | | | | | S-1/A | | | | | | 2021-07-19 | | | | | | [removed: 10.2] [added: 10.13] | | | | | | | | |

| [removed: 10.3†] [added: 10.2†] | | | | | | [Underwriting Agreement, dated July 28, 2021, between Robinhood Markets, Inc., as the issuer, and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein](https://www.sec.gov/Archives/edgar/data/1783879/000178387921000029/exhibit103-underwritingagr.htm) | | | | | | 10-Q | | | | | | 2021-08-18 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.4†] [added: 10.17] | | | | | | [removed: [Credit] [added: [Amended and Restated Credit] Agreement, dated as of April [removed: 16, 2021, by and] [added: 11, 2022,] among Robinhood Securities, LLC, [added: as borrower,] the lenders [added: party] thereto, [added: and] JPMorgan Chase [removed: Bank N.A. as administrative agent, joint bookrunner and joint lead arranger, BMO Harris Bank] [added: Bank,] N.A., as [removed: syndication agent, and BMO Capital Markets Corp. as joint bookrunner and joint lead arranger](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit1014-sx1.htm)] [added: administrative agent](https://www.sec.gov/Archives/edgar/data/1783879/000119312522105708/d341718dex101.htm)] | | | | | | [removed: S-1] [added: 8-K] | | | | | | [removed: 2021-07-01] [added: 2022-04-14] | | | | | | [removed: 10.14] [added: 10.1] | | | | | | | | |

| [removed: 10.5+] [added: 10.3+] | | | | | | [Offer Letter between Robinhood Markets, Inc. and Jason Warnick, dated November 8, 2018](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit106-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.6 | | | | | | | | |

| [removed: 10.6†+] [added: 10.4†+] | | | | | | [Offer Letter between Robinhood Markets, Inc. and Daniel Gallagher, as amended and restated on December 15, 2020](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit107-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.7 | | | | | | | | |

| [removed: 10.7†+] [added: 10.5†+] | | | | | | [Offer Letter between Robinhood Markets, Inc. and Paula Loop, dated May 14, 2021](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit108-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.8 | | | | | | | | |

| [removed: 10.8†+] [added: 10.6†+] | | | | | | [Offer Letter between Robinhood Markets, Inc. and Jonathan Rubinstein, dated May 14, 2021](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit109-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.9 | | | | | | | | |

| [removed: 10.9†+] [added: 10.7†+] | | | | | | [Offer Letter between Robinhood Markets, Inc. and Robert Zoellick, dated May 14, 2021](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit1010-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.10 | | | | | | | | |

| [removed: 10.10] [added: 10.8] | | | | | | [Exchange Agreement, dated July 26, 2021 between Robinhood Markets, [removed: Inc. Baiju] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1783879/000178387921000029/exhibit108-exchangeagreeme.htm)[,](https://www.sec.gov/Archives/edgar/data/1783879/000178387921000029/exhibit108-exchangeagreeme.htm) [Baiju] Bhatt, Vladimir Tenev, and certain of his related entities](https://www.sec.gov/Archives/edgar/data/1783879/000178387921000029/exhibit108-exchangeagreeme.htm) | | | | | | 10-Q | | | | | | 2021-08-18 | | | | | | 10.8 | | | | | | | | |

| [removed: 10.11] [added: 10.11(d)+] | | | | | | [Form of [removed: Equity Exchange Right Agreement, entered into on July 26,] 2021 [added: Market-Based RSU Award, dated May 26, 2021,] between Robinhood Markets, Inc. and, [removed: separately,] [added: separately] (a) Baiju Bhatt and (b) Vladimir [removed: Tenev](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit1013-sx1a1.htm)] [added: Tenev](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit1017-sx1.htm)] | | | | | | [removed: S-1/A] [added: S-1] | | | | | | [removed: 2021-07-19] [added: 2021-07-01] | | | | | | [removed: 10.13] [added: 10.17] | | | | | | | | |

| [removed: 10.12(a)] [added: 10.10(a)] | | | | | | [Voting Agreement, dated July 26, 2021, among Robinhood Markets, Inc., Baiju Bhatt, Vladimir Tenev, and certain related entities](https://www.sec.gov/Archives/edgar/data/1783879/000178387921000029/exhibit1010-votingagreement.htm) | | | | | | 10-Q | | | | | | 2021-08-18 | | | | | | 10.10 | | | | | | | | |

| [removed: 10.12(b)] [added: 10.10(b)] | | | | | | [Joinder Agreement, dated December 13, 2021 by Bhatt Family LLC, becoming party to the Voting Agreement, dated July 26, 2021, among Robinhood Markets. Inc., Baiju Bhatt, Vladimir Tenev, and certain related entities](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000104/exhibit102.htm) | | | | | | 10-Q | | | | | | 2022-05-06 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.13(a)†+] [added: 10.11(a)†+] | | | | | | [Robinhood Markets, Inc. 2020 Equity Incentive Plan, as amended on June 18, 2020 and form grant notices and award agreements thereunder](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit102-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.13(b)+] [added: 10.11(b)+] | | | | | | [Second Amendment to the Robinhood Markets, Inc. 2020 Equity Incentive Plan, dated March 10, 2021](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit104-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.4 | | | | | | | | |

| [removed: 10.13(c)+] [added: 10.11(c)+] | | | | | | [Third Amendment to the Robinhood Markets, Inc. 2020 Equity Incentive Plan, dated May 26, 2021](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit105-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.5 | | | | | | | | |

| [removed: 10.13(d)+] [added: 10.12(c)+] | | | | | | [Form of [removed: 2021] [added: 2019] Market-Based RSU Award, [removed: dated] [added: as amended and restated on] May 26, 2021, between Robinhood Markets, Inc. and, separately (a) Baiju Bhatt and (b) Vladimir [removed: Tenev](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit1017-sx1.htm)] [added: Tenev](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit1016-sx1.htm)] | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | [removed: 10.17] [added: 10.16] | | | | | | | | |

| [removed: 10.13(e)+] [added: 10.11(e)+] | | | | | | [Form of RSU Agreement for Non-Employee Directors (including the Notice of Grant) under the 2020 Plan](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit1018-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.18 | | | | | | | | |

| [removed: 10.14(a)†+] [added: 10.12(a)†+] | | | | | | [Robinhood Markets, Inc. Amended and Restated 2013 Stock Plan and form grant notices and award agreements thereunder](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit103-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.14(b)+] [added: 10.12(b)+] | | | | | | [Form of Notice of Time-Based Restricted Stock Unit Award and Restricted Stock Unit Agreement under the Robinhood Markets, Inc. Amended and Restated 2013 Stock Plan for Vladimir Tenev and Baiju Bhatt](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit1015-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.15 | | | | | | | | |

| [removed: 10.15(a)+] [added: 10.13(a)+] | | | | | | [Robinhood Markets, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”)](https://www.sec.gov/Archives/edgar/data/1783879/000162828021014826/exhibit991-sx8normal.htm) | | | | | | S-8 | | | | | | 2021-07-29 | | | | | | 99.1 | | | | | | | | |

| [removed: 10.15(b)+] [added: 10.13(b)+] | | | | | | [Form of Restricted Stock Unit Agreement for Employees and Non-Employee Directors (including the Notices of Grant) under the 2021 Plan](https://www.sec.gov/Archives/edgar/data/1783879/000178387921000029/exhibit1016-formofrsuagree.htm) | | | | | | 10-Q | | | | | | 2021-08-18 | | | | | | 10.16 | | | | | | | | |

| [removed: 10.15(c)+] [added: 10.13(c)+] | | | | | | [Form of Fully Vested Stock Award Agreement for Non-Employee Directors (including the Notice of Grant) under the 2021 Plan](https://www.sec.gov/Archives/edgar/data/1783879/000178387921000029/exhibit1017-formoffullyves.htm) | | | | | | 10-Q | | | | | | 2021-08-18 | | | | | | 10.17 | | | | | | | | |

| [removed: 10.15(d)+] [added: 10.13(d)+] | | | | | | [Form of Option Agreement for Employees and Non-Employee Directors (including the Notices of Grant) under the 2021 Plan](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000044/exhibit1015d.htm) | | | | | | 10-K | | | | | | 2022-02-24 | | | | | | 10.15(d) | | | | | | | | |

| [removed: 10.16(a)+] [added: 10.14(a)+] | | | | | | [Robinhood Markets, Inc. 2021 Employee Share Purchase Plan (the “ESPP”)](https://www.sec.gov/Archives/edgar/data/1783879/000162828021014826/exhibit992-sx8normal.htm) | | | | | | S-8 | | | | | | 2021-07-29 | | | | | | 99.2 | | | | | | | | |

| [removed: 10.16(b)+] [added: 10.14(b)+] | | | | | | [Forms of ESPP Subscription Agreement and Notice of Withdrawal](https://www.sec.gov/Archives/edgar/data/1783879/000178387921000029/exhibit1019-esppsubscripti.htm) | | | | | | 10-Q | | | | | | 2021-08-18 | | | | | | 10.19 | | | | | | | | |

| [removed: 10.17+] [added: 10.22+] | | | | | | [Robinhood Markets, [removed: Inc. Change] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit1022.htm) [Change] in Control and Severance Plan for Key [removed: Employees](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013986/exhibit1022s-1a1.htm)] [added: Employees](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit1022.htm)] | | | | | | [removed: S-1/A] | | | | | | [removed: 2021-07-19] | | | | | | [removed: 10.22] | | | | | | [added: X] | | |

| [removed: 10.18(a)+] [added: 10.15(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: 10.18(b)+] [added: 10.15(b)+] | | | | | | [removed: [L](https://www.sec.gov/Archives/edgar/data/1783879/000119312523071284/d485105dex101.htm)[etter] [added: [Letter] 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 | | | | | | | | |

| [removed: 10.19(a)+] [added: 10.23(a)+] | | | | | | [Offer Letter between Robinhood Markets, Inc. and [removed: Aparna Chennapragada,] [added: Steve Quirk,] dated [removed: February 18, 2021](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000104/exhibit104.htm)] [added: July 13, 2021](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit1023a.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 2022-05-06] | | | | | | [removed: 10.4] | | | | | | [added: X] | | |

| [removed: 10.19(b)+] [added: 10.23(c)+] | | | | | | [removed: [Separation Agreement] [added: [Amended Offer Letter] between Robinhood Markets, Inc. and [removed: Aparna Chennapragada, dated August 1, 2022](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000230/exhibit101-q3x2210xq.htm)] [added: Steve Quirk, dated](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit1023c.htm) [](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit1023c.htm)[January 7, 2022](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit1023c.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 2022-11-03] | | | | | | [removed: 10.1] | | | | | | [added: X] | | |

| [removed: 10.20(a)+] [added: 10.24] | | | | | | [Offer Letter between Robinhood Markets, Inc. and [removed: Christina Smedley,] [added: Jeff Pinner,] dated July [removed: 4, 2020](https://www.sec.gov/Archives/edgar/data/1783879/000178387922000104/exhibit1051.htm)] [added: 24, 2024](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit1024.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 2022-05-06] | | | | | | [removed: 10.5.1] | | | | | | [added: X] | | |

| [removed: 10.21+] [added: 10.16+] | | | | | | [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: 10.22] [added: 10.19] | | | | | | [removed: [Amended] [added: [Second Amended] and Restated Credit [removed: Agreement,] [added: Agreement] dated as of [removed: April 11, 2022,] [added: March 24, 2023,] among Robinhood [removed: Securities, LLC, as] [added: Securities LLC,as] borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1783879/000119312522105708/d341718dex101.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)] | | | | | | 8-K | | | | | | [removed: 2022-04-14] [added: 2023-03-24] | | | | | | 10.1 | | | | | | | | |

| [removed: 10.23+] [added: 10.18+] | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm)[orm] [added: [Form] of Restricted Stock Unit [removed: 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] [added: Cancellation Agreement, dated February] 3, 2023 between [removed: 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,] [added: Robinhood Markets,] Inc. and separately, (a) [removed: Vla](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm)[dimir] [added: Vladimir] Tenev and (b) Baiju Bhatt](https://www.sec.gov/Archives/edgar/data/1783879/000162828023002760/exhibit101for8-k.htm) | | | | | | 8-K | | | | | | 2023-02-08 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.24] [added: 10.21] | | | | | | [removed: [Second] [added: [Third] Amended [removed: and](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm) [Restated] [added: and Restated] Credit [removed: Agreement] [added: Agreement,] dated as of March [removed: 24, 20](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)[23,] [added: 22, 2024,] among [removed: 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] [added: Robinhood Securities LLC, as] borrower, the lenders [removed: party](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm) [thereto,] [added: party thereto,] and [removed: JPM](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)[organ] [added: JPMorgan] Chase [removed: 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)[,] [added: Bank, N.A.,] as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1783879/000119312523079257/d465939dex101.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000087/rhs-thirdarcreditagreeme.htm)] | | | | | | 8-K | | | | | | [removed: 2023-03-24] [added: 2024-03-22] | | | | | | 10.1 | | | | | | | | |

| [removed: 10.25] [added: 10.20] | | | | | | [Share Purchase Agreement, [removed: date](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000201/exhibit101.htm)[d] [added: dated] as of August 30, 2023, by Robinhood Markets, Inc, as [removed: 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] [added: purchaser, and the] United States Marshals Service, for and on behalf of the United [removed: S](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000201/exhibit101.htm)[tates](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000201/exhibit101.htm)] [added: States](https://www.sec.gov/Archives/edgar/data/1783879/000178387923000201/exhibit101.htm)] | | | | | | 8-K | | | | | | 2023-09-01 | | | | | | 10.1 | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of Robinhood Markets, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/exhibit211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit211-12x31x24.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent [removed: 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] [added: of Independent Registered] Public [removed: 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)] [added: Accounting Firm](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit2312024.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (included in signature pages [removed: hereto)](#i5bc5a76dbc024e6ab782ae8ba1529e63_289)] [added: hereto)](#i09343055b4074e46bd2ad8b1fce7276f_298)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [CEO Certification pursuant to Section 302 of the Sarbanes-Oxley [removed: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387924000054/ex311-section302certificat.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/ex311-section302certificat.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.23(b)+ | | | | | | [Amended Offer Letter between Robinhood Markets, Inc. and Steve Quirk, dated](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit1023b.htm) [November 18, 2021](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit1023b.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 19.1 | | | | | | [Robinhood Market](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit191.htm)[s](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit191.htm)[, Inc.](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit191.htm) [Confidential Information and Insider Trading Poli](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit191.htm)[cy](https://www.sec.gov/Archives/edgar/data/1783879/000178387925000049/exhibit191.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| By: | | | /s/ Susan Segal | | | | | | Director | | | | | | February 18, 2025 | | |

| | | | Susan Segal | | | | | | | | | | | | | | |

| By: | | | /s/ Christopher Payne | | | | | | Director | | | | | | February 18, 2025 | | |

| | | | Christopher Payne | | | | | | | | | | | | | | |

| 10.14(c)+ | | | | | | [Form of 2019 Market-Based RSU Award, as amended and restated on May 26, 2021, between Robinhood Markets, Inc. and, separately (a) Baiju Bhatt and (b) Vladimir Tenev](https://www.sec.gov/Archives/edgar/data/1783879/000162828021013318/exhibit1016-sx1.htm) | | | | | | S-1 | | | | | | 2021-07-01 | | | | | | 10.16 | | | | | | | | |

| 10.20(b)+ | | | | | | [Separation Agreement between Robinhood 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 | | | | | | | | |

| By: | | | /s/ Frances Frei | | | | | | Director | | | | | | February 27, 2024 | | |

| | | | Frances Frei | | | | | | | | | | | | | | |